SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Steve Madden, Ltd.
(Name of Issuer)
Common Stock, Par Value $.0001
(Title of Class of Securities)
556269108
(CUSIP Number)
Arthur Goetchius
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
December 31, 1997
(Date of event which requires filing of this statement)
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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
Page 1 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Associates, L.P.
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
103,500
OWNED BY ____________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
103,500
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
103,500
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.23%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Partners, L.L.C.
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES _____________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
249,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
251,500
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
251,500
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.00%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Bev Partners, L.P.
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
49,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
49,500
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
49,500
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.59%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Partners, L.P.
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
37,500
OWNED BY ____________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
37,500
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
37,500
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.45%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William Ehrman
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,000
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,000
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.27%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederic Greenberg
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,000
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,000
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.27%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederick Ketcher
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,000
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,000
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.27%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Gerstl
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO PF
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
451,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
467,800
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
467,800
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.58%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
James McLaren
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,000
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,000
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.27%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 23 pages<PAGE>
13D
CUSIP No. 556269108
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William D. Lautman
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
AF OO
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
439,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,000
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,000
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.27%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 23 pages<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.0001 par value (the
"Common Stock"), issued by Steve Madden, Ltd., a New York corporation (the
"Company"), whose principal executive offices are 52-16 Barnett Avenue, Long
Island City, New York, 11104.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) EGS Associates, L.P., a
Delaware limited partnership ("EGS Associates"), with respect to shares of
Common Stock beneficially owned by it, (ii) EGS Partners, L.L.C., a Delaware
limited liability company ("EGS Partners"), with respect to shares of Common
Stock held in two of the discretionary accounts managed by EGS Partners, (iii)
Bev Partners, L.P., a Delaware limited partnership ("Bev Partners"), with
respect to shares of Common Stock beneficially owned by it, (iv) Jonas
Partners, L.P., a Delaware limited partnership ("Jonas Partners"), with
respect to shares of Common Stock beneficially owned by it, (v) William
Ehrman, with respect to shares of Common Stock beneficially owned EGS
Associates, EGS Partners, Bev Partners, and Jonas Partners; (vi) Frederic
Greenberg, with respect to shares of Common Stock beneficially owned by EGS
Associates, EGS Partners, Bev Partners, and Jonas Partners; (vii) Frederick
Ketcher, with respect to shares of Common Stock beneficially owned by EGS
Associates, EGS Partners, Bev Partners, and Jonas Partners,(viii) Jonas
Gerstl, with respect to shares of Common Stock beneficially owned him, members
of his immediate family, and by EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners; (ix) James McLaren, with respect to shares of Common Stock
beneficially owned by EGS Associates, EGS Partners, Bev Partners and Jonas
Partners; and (x)William D. Lautman, with respect to shares of Common Stock
beneficially owned by EGS Associates, EGS Partners, Bev Partners and Jonas
Partners. The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons". Any disclosures herein with respect
to persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
The general partners of EGS Associates, Bev Partners, and Jonas
Partners, and the members of EGS Partners, are William Ehrman, Frederic
Greenberg, Frederick Ketcher, Jonas Gerstl, James McLaren and William D.
Lautman (collectively, the "General Partners").
(b) The address of the principal business and principal office
of (i) EGS Associates, EGS Partners, Bev Partners, Jonas Partners, and each of
the General Partners is 300 Park Avenue, 21st Floor, New York, New York 10022.
(c) The principal business of each of EGS Associates, Bev
Partners, and Jonas Partners is that of a private investment partnership,
engaging in the purchase and sale of securities for investment for its own
account. The principal business of EGS Partners is that of a registered
investment adviser under the Investment Advisers
Page 12 of 23 pages<PAGE>
Act of 1940, as amended, engaging in the purchase and sale of securities for
investment on behalf of discretionary accounts. The present principal
occupations of the General Partners are as general partners of EGS Associates,
Bev Partners, and Jonas Partners and members of EGS Partners.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
(f) Each of the individuals referred to in paragraph (a) above
is a United States citizen. EGS Associates, Bev Partners, and Jonas Partners
are Delaware limited partnerships. EGS Partners is a Delaware limited
liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the
shares of Common Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners, and Jonas Partners is approximately $509,675, $1,406,666, $249,984,
and $175,026, respectively.
The net investment cost (excluding commissions, if any) of the
shares of Common Stock owned directly by Mr. Gerstl and his immediate family
is approximately $119,344.
Messrs. Ehrman, Ketcher, Greenberg, McLaren and Lautman currently
own no shares of Common Stock.
The shares of Common Stock purchased by each of EGS Associates, Bev
Partners, and Jonas Partners were purchased with the investment capital of the
respective entities. The shares of Common Stock purchased by EGS Partners
were purchased with the investment capital of discretionary accounts under its
management. The shares of Common Stock purchased by Mr. Gerstl and his
immediate family were purchased with personal funds.
The shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, and Jonas Partners are held in their respective
commingled margin accounts, or in the case of EGS Partners, in margin and non-
margin accounts held by each discretionary account under its management. Such
margin accounts are maintained at NationsBank Montgomery, and may from time to
time have debit balances.
Page 13 of 23 pages<PAGE>
Since other securities are held in such margin accounts, it is not possible to
determine the amounts, if any, of margin used with respect to the shares of
Common Stock purchased. Non-margin accounts are maintained at Bankers Trust
Company. The shares owned by Mr. Gerstl and his immediate family are held in
accounts maintained at BT Alex Brown Inc. Currently, the interest rate charged
on such various margin accounts is approximately 8.5% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares of the Common Stock by
the Reporting Persons was for investment. Each may make further purchases of
the Common Stock from time to time and may dispose of any or all of the shares
of Common Stock held by it or him at any time.
None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs
(b) through (j), inclusive, of Item 4 of Schedule 13D. Such entities and
persons may, at any time and from time to time, review or reconsider their
position with respect to the Company, and formulate plans or proposals with
respect to any of such matters, but have no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common
Stock reported beneficially owned by each person herein is based on 8,381,573
shares outstanding, which is the total number of shares of Common Stock
outstanding as of November 11, 1997, as reflected in the company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the fiscal quarter ended September 30, 1997 (which is the
most recent Form 10-Q on file).
As of the close of business on January 22, 1998:
(i) EGS Associates owns beneficially 103,500 shares of
Common Stock, constituting approximately 1.23% of the shares outstanding.
(ii) EGS Partners owns directly no shares of Common
Stock. By reason of the provisions of Rule 13D-3 of the Securities Exchange
Act of 1934, as amended (the "Act"), EGS Partners may be deemed to own
beneficially 251,500 shares, constituting approximately 3.00% of the shares
outstanding, purchased for discretionary accounts managed by it.
(iii) Bev Partners owns beneficially 49,500 shares of
Common Stock, constituting less than 1% of the shares outstanding.
(iv) Jonas Partners owns 37,500 shares of Common Stock,
constituting less than 1% of the shares outstanding.
Page 14 of 23 pages<PAGE>
(v) Mr. Gerstl owns beneficially through ownership by
himself and members of his immediate family, 25,800 shares of Common Stock,
constituting less than 1% of the shares outstanding.
(vi) Messrs. Ehrman, Ketcher, Greenberg, McLaren and
Lautman own directly no shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the Act, each
of the General Partners may be deemed to own the 103,500 shares beneficially
owned by EGS Associates, the 251,500 shares beneficially owned by EGS
Partners, the 49,500 shares beneficially owned by Bev Partners, and the 37,500
shares beneficially owned by Jonas Partners. When the shares beneficially
owned by EGS Associates, EGS Partners, Bev Partners, and Jonas Partners are
aggregated, they total 442,000 shares of Common Stock, constituting
approximately 5.27% of the shares outstanding.
(viii) In the aggregate, the Reporting Persons beneficially
own a total of 467,800 shares of Common Stock, constituting approximately
5.58% of the shares outstanding.
(b) (i) Each of EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners has the power to vote all of the shares of Common Stock,
except for 2,200 shares held by one of the discretionary accounts, and to
dispose of all of the shares of Common Stock beneficially owned by it, which
power may be exercised by the General Partners. Each of the discretionary
accounts is a party to an investment management agreement with EGS Partners
pursuant to which EGS Partners has investment authority with respect to
securities held in such account.
(ii) Mr. Gerstl has no power to vote and shared power to
dispose of shares owned by his wife in trust for their children and Mr. Gerstl
has the shared power to vote and dispose of the shares owned directly by him
and his wife in joint accounts.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to December 31, 1997 until January 22, 1998 by EGS
Associates, EGS Partners, Bev Partners, and Jonas Partners are set forth in
Schedules A, B, C, and D, respectively, and were all effected in the over-the-
counter market. During such period, Messrs. Ehrman, Ketcher, Greenberg,
Gerstl, McLaren and Lautman, did not enter into any transactions in the Common
Stock.
(d) No person other than each respective record owner of shares
of Common Stock referred to herein is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
Page 15 of 23 pages<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof or
between such persons and any other person with respect to any securities of
the Issuer including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or losses, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint
acquisition statements as required by Rule 13D-1(f)(1) of
the Act.
Page 16 of 23 pages<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: ________________________ _____________________________________
William Ehrman, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P., and as a member
of EGS PARTNERS, L.L.C.
_____________________________________
Frederic Greenberg, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
_____________________________________
Frederick Ketcher, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
_____________________________________
Jonas Gerstl, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
_____________________________________
James McLaren, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
_____________________________________
William D. Lautman, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.,
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
Page 17 of 23 pages<PAGE>
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
12/23/97 3,000 $6.88
1/15/98 9,500 $6.56
1/20/98 4,000 $7.16
Page 18 of 23 pages<PAGE>
Schedule B
EGS Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
11/19/97 3,000 $7.15
8/5/97 7,500 $6.25
9/26/97 7,500 $7.25
12/26/97 4,000 $7.00
12/30/97 6,500 $7.55
12/31/97 11,000 $7.58
1/6/98 3,000 $7.00
1/13/98 4,000 $6.63
1/15/98 3,000 $6.56
1/20/98 16,500 $7.16
Page 19 of 23 pages<PAGE>
Schedule C
Bev Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
11/7/97 7,000 $7.09
1/15/98 2,500 $6.56
1/20/98 2,000 $7.16
Page 20 of 23 pages<PAGE>
Schedule D
Jonas Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
1/13/98 1,000 $6.63
1/20/98 2,000 $7.16
Page 21 of 23 pages<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f) 1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: ________________________ ____________________________________
William Ehrman, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
____________________________________
William Ehrman, as Attorney-in-Fact
for Frederic Greenberg, individually
and as general partner of each of
EGS ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
____________________________________
Frederick Ketcher, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
____________________________________
Jonas Gerstl, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
____________________________________
James McLaren, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
Page 22 of 23 pages<PAGE>
____________________________________
William D. Lautman, individually
and as general partner of each of
EGS ASSOCIATES, L.P., BEV PARTNERS,
L.P., and JONAS PARTNERS, L.P., and
as a member of EGS PARTNERS, L.L.C.
Page 23 of 23 pages<PAGE>
