SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Holophane Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
436452106
(CUSIP Number)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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).
**The total number of shares reported herein is 566,717, which constitutes
approximately 5.3% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 10,752,341 shares
outstanding.
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1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 253,070 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 253,070 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
253,070
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.4%
12. Type of Reporting Person: CO
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(1) Power is exercised by its President, Robert M. Bass.
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<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Robert M. Bass is a citizen of the
United States of America.
5. Sole Voting Power: 442,147 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 442,147 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
442,147 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 4.1%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as President of Keystone, Inc., with respect to
253,070 shares.<PAGE>
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1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,928 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,928 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,928
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, J. Taylor Crandall.
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<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: J. Taylor Crandall is a citizen of
the United States of America.
5. Sole Voting Power: 18,987 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 18,987 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,987 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as President of Group 31, Inc. with respect to
1,928 shares.
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<PAGE>
1. Name of Reporting Person:
Capital Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: PN
- ---------------
(1) Power is exercised through its managing partner, Margaret Lee Bass 1980
Trust, whose Trustee is Panther City Investment Co., whose President is
W.R. Cotham.
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<PAGE>
1. Name of Reporting Person:
Margaret Lee Bass 1980 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: 00 - Trust
- ---------------
(1) Power is exercised through its Trustee, Panther City Investment Co.,
whose President is W.R. Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Investment Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, W.R. Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
W.R. Cotham
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: W.R. Cotham is a citizen of the
United States of America.
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: IN
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(1) Solely in his capacity as President of Panther City Investment Co.
<PAGE>
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Pursuant to Rule 13d-2(b) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated
February 9, 1994, as amended by Amendment No. 1 dated February 13, 1995, as
amended by Amendment No. 2 dated February 13, 1996, as amended by Amendment
No. 3 dated February 14, 1997, as amended by Amendment No. 4 dated February
17, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $.01
per share, of Holophane Corporation. Unless otherwise indicated, all defined
terms used herein shall have the same meanings ascribed to them in the
Schedule 13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended by adding the following at the end thereof:
Acadia, Acadia FW, Acadia MGP, Acadia Electra, Bondo, Bonderman and
August shall not be Reporting Persons on this or future filings on Schedule
13G.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b) or (c).
Not applicable.
Item 4. Ownership.
Item 4 (a) - (c) is hereby amended and restated in its entirety as
follows:
(a) - (b)
Keystone
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3 of the Act, is 253,070, which
constitutes approximately 2.4% of the outstanding shares of the Stock.
RMB
Because of his position as President of Keystone with respect to 253,070
shares of the Stock and because of his individual ownership of 189,077 shares
of the Stock, the aggregate number of shares of the Stock that RMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 442,147, which
constitutes approximately 4.1% of the outstanding shares of the Stock.
Group
The aggregate number of shares of the Stock that Group owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,928, which constitutes
less than 0.1% of the outstanding shares of the Stock.
Crandall
Because of his position as the President of Group with respect to 1,928
shares of the Stock, and because of his individual ownership of 17,059 shares
of the Stock, the aggregate number of shares of the Stock that Crandall owns
beneficially, pursuant to Rule 13d-3 of the Act, is 18,987, which constitutes
approximately 0.2% of the outstanding shares of the Stock.
Capital
The aggregate number of shares of the Stock that Capital owns
beneficially, pursuant to Rule 13d-3 of the Act, is 105,583, which
constitutes approximately 1.0% of the outstanding shares of the Stock.
MLB
Because of its position as the managing partner of Capital, MLB may,
pursuant to Rule 13D-3 of the Act, be deemed to be the beneficial owner of
105,583 shares of the Stock, which constitutes approximately 1.0% of the
outstanding shares of the Stock.
PCIC
Because of its position as the Trustee of MLB, the managing partner of
Capital, PCIC may, pursuant to Rule 13D-3 of the Act, be deemed to be the
beneficial owner of 105,583 shares of the Stock, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
Cotham
Because of his position as President of PCIC, the Trustee of MLB, the
managing partner of Capital Partnership, MLB may, pursuant to Rule 13D-3 of
the Act, be deemed to be the beneficial owner of 105,583 shares of the Stock,
which constitutes approximately 1.0% of the outstanding shares of the Stock.
(c)
Keystone
Acting through its President, Keystone has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 253,070 shares
of the Stock.
RMB
In his capacity as President of Keystone with respect to 253,070 shares
of the Stock, and because of his individual ownership of 189,077 shares of
the Stock, RMB has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 442,147 shares of the Stock.
Group
Acting through its President, Group has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,928 shares
of the Stock.
Crandall
In his capacity as the President of Group with respect to 1,928 shares
of the Stock, and because of his individual ownership of 17,059 shares of the
Stock, Crandall has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 18,987 shares of the Stock.
Capital
Acting through its President, Capital has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 105,583 shares
of the Stock.
MLB
In its capacity as the managing partner of Capital, and acting through
its Trustee, MLB has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 105,583 shares of the Stock.
PCIC
In its capacity as the Trustee of MLB, the managing partner of Capital,
and acting through its President, PCIC as the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 105,583 shares of the
Stock.
Cotham
In his capacity as President of PCIC, the Trustee of MLB, the managing
partner of Capital, Cotham has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 105,583 shares of the Stock.
Item 10. Certifications.
Not applicable.<PAGE>
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
DATED: February 12, 1999
GROUP 31, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
CAPITAL PARTNERSHIP
By: MARGARET LEE BASS 1980 TRUST,
Managing Partner
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
MARGARET LEE BASS 1980 TRUST
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT CO.
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
By: /s/ W.R. Cotham
Attorney-in-Fact for:
J. TAYLOR CRANDALL (1)
ROBERT M. BASS (2)
(1) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of J. Taylor Crandall previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of Robert M. Bass previously has been filed with the Securities
and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
GROUP 31, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
CAPITAL PARTNERSHIP
By: MARGARET LEE BASS 1980 TRUST,
Managing Partner
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
MARGARET LEE BASS 1980 TRUST
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT CO.
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
By: /s/ W.R. Cotham
Attorney-in-Fact for:
J. TAYLOR CRANDALL (1)
ROBERT M. BASS (2)
(1) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of J. Taylor Crandall previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of Robert M. Bass previously has been filed with the Securities
and Exchange Commission.
