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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
TYLAN GENERAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
902169101
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(CUSIP Number)
Richard L. Waggoner, Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000, Dallas, Texas 75201-4761, (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 23, 1996
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(Date of Event which Requires Filing of this Amendment)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") to the Statement on Schedule
13D, dated as of July 3, 1996, and filed with the Securities and Exchange
Commission on July 12, 1996 (the "Statement"), as amended by Amendment No. 1 to
the Statement dated as of August 19, 1996 and Amendment No. 2 dated as of
October 23, 1996 ("Amendment No. 2"), relates to the ownership of shares of
Common Stock, $0.001 par value (the "Tylan Common Stock"), of Tylan General,
Inc., a Delaware corporation ("Tylan General"), which has its principal
executive offices located at 15330 Avenue of Science, San Diego, California
92128. This Amendment No. 3 is being filed to correct the aggregate number of
shares of Tylan Common Stock beneficially owned by the Reporting Persons that
was listed in Item 5 of Amendment No. 2.
Item 5. Interest in Securities of the Issuer.
(a) and (b): The following table sets forth the information required by
Items 5(a) and (b):
<TABLE>
<CAPTION>
Number of Voting Dispositive %
Name Shares Power Power Ownership
---------- ----------- ------ --------- ---------
<S> <C> <C> <C> <C>
Don E. Whitson(1) 734,103 sole sole 9.33%
David J. Ferran 189,309 sole sole 2.41%
Michael H. Khougaz(2) 1,667 sole sole *
KBMF(3) 276,951 sole sole 3.52%
Linda Sue Dunkel(4) 39,200 sole sole *
Marguerite Whitson 63,644 sole sole *
Same Crowe 64,315 sole sole *
Tom Gray 64,315 sole sole *
Robert Lipsky 64,315 sole sole *
John Jul 64,315 sole sole *
Robert Barraclough 64,315 sole sole *
John Jordon 38,579 sole sole *
George A. Yurch 38,579 sole sole *
Brian R. Day 38,579 sole sole *
Kaveh Zarkar 12,868 sole sole *
John Rabbitt 12,868 sole sole *
Timothy Brown 118,984 sole sole 1.52%
Dianne Ferran 41,113 sole sole *
Robert J. Ferran 96,728 sole sole 1.23%
Dr. William B. and Mrs. 73,689 sole sole *
Karen L. Hawthorne
Ruth Ferran 19,491 sole sole *
</TABLE>
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* Less than one percent.
(1) Includes 379,731 shares held of record by the Trust.
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(2) Represents vested options to purchase 1,667 shares of Tylan Common
Stock.
(3) Equinox may be deemed to have beneficial ownership of the 276,951
shares of Tylan Common Stock owned by KBMF based solely on its role as sub-
advisor to KB USA, which serves as KBMF's investment advisor. Equinox does not
beneficially own any other shares of Tylan Common Stock, and Equinox disclaims
beneficial ownership of the 276,951 shares of Tylan Common Stock owned by KBMF.
Although Equinox was named as a participant in the Indication of Interest,
dated October 16, 1996 as described in Item 4 above, KBMF was not named as a
participant and KBMF does not affirm that it is a member of any group as
described in Amendment No. 2.
(4) These shares were obtained pursuant to a property settlement
incident to the divorce of Don E. Whitson and Linda Sue Dunkel.
The aggregate number of shares of Tylan Common Stock beneficially
owned by the Reporting Persons is 2,117,927. Each of the Reporting Persons
declares that the filing of this Amendment shall not be construed as an
admission that he is, for purposes of Section 13(d) or 13(g) or 16 of the
Securities Act of 1933, as amended, the beneficial owner of all of the
securities covered by this Amendment. Each of the Reporting Persons disclaims
beneficial ownership of all of the shares of the Tylan Common Stock covered by
this Schedule 13D except for the shares indicated as being beneficially owned
by him in the table above.
(c) There have been no transactions in Tylan General Common Stock
effected by or for the Reporting Persons since the date of Amendment No. 2.
(d) Not applicable.
(e) Not applicable.
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Signatures
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this Amendment is true, complete and correct.
November ____, 1996
/s/ Don E. Whitson
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Don E. Whitson
/s/ Leo E. Whitson
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Leo E. Whitson
/s/ David J. Ferran
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David J. Ferran
/s/ Michael H. Khougaz
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Michael H. Khougaz
THE KB MEZZANINE FUND, L.P.
By: Kleinwort Benson (Guernsey) Limited,
its General Partner
By: /s/ Michael H. Khougaz
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Its: Attorney-in-Fact
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EQUINOX INVESTMENT PARTNERS, L.L.C.
By: /s/ Michael H. Khougaz
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Michael H. Khougaz, Managing Member
/s/ Linda Sue Dunkel
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Linda Sue Dunkel
/s/ Marguerite Whitson
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Marguerite Whitson
/s/ Sam Crowe
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Sam Crowe
/s/ Tom Gray
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Tom Gray
/s/ Robert Lipsky
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Robert Lipsky
/s/ John Jul
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John Jul
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/s/ Robert Barraclough
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Robert Barraclough
/s/ John Jordon
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John Jordon
/s/ George A. Yurch
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George A. Yurch
/s/ Brian R. Day
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Brian R. Day
/s/ Kaveh Zarkar
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Kaveh Zarkar
/s/ John Rabbitt
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John Rabbitt
/s/ Timothy Brown
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Timothy Brown
/s/ Dianne Ferran
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Dianne Ferran
/s/ Robert J. Ferran
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Robert J. Ferran
/s/ Dr. William B. Hawthorne
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Dr. William B. Hawthorne
/s/ Karen L. Hawthorne
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Karen L. Hawthorne
/s/ Ruth Ferran
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Ruth Ferran
