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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Trism, Inc.
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(Name of Issuer)
Common Stock 896925203
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(Title of class of securities) (CUSIP number)
Todd J. Mason
Alpine Associates, A Limited Partnership
100 Union Avenue, Cresskill, NJ 07626, (201) 871-0866
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(Name, address and telephone number of person authorized to
receive notices and communications)
March 1, 2000
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(Date of event which requires filing of this statement)
If the 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: When filing this statement in paper format, six copies of this
statement, including 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
persons 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 and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of that Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1 NAME OF REPORTING PERSON: Alpine Associates, A Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #06-0944931
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 138,682
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 138,682
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 138,682
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.93%
14 TYPE OF REPORTING PERSON: PN, BD
1 NAME OF REPORTING PERSON: Alpine Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #22-3528110
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 19,809
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 19,809
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 19,809
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.99%
14 TYPE OF REPORTING PERSON: PN, BD
1. SECURITY AND ISSUER
This statement relates to the Common Stock (the "Stock"),of Trism,Inc.
the "Company"), the principal executive offices of which are located at 4174
Jiles Road, Kennesaw, Georgia 30144.
2. IDENTITY AND BACKGROUND
The persons filing this statement are Alpine Associates, A Limited
Partnership ("Associates"),a limited partnership organized under the laws of
the State of New Jersey, principally engaged in the business of acting as a
registered broker dealer and a member of the National Association of
Securities Dealers; and Alpine Partners, L.P. ("Partners"), a limited
partnership organized under the laws of the State of New Jersey, principally
engaged in the business of acting as a registered broker dealer and a member
of the National Association of Securities Dealers. (Associates and Partners
together are referred to as Registrants".) The principal office of each
Registrant is located at 100 Union Avenue, Cresskill, New Jersey 07626.
Eckert Corp. is the sole general partner of Associates and Partners. Victoria
Eckert is the President of Eckert Corp. and its sole director. Eckert Corp.
is a Delaware corporation. Its business address is 100 Union Avenue,
Cresskill, New Jersey 07626. Its principal business is acting as general
partner of Associates and Partners. Ms. Eckert is a citizen of the United
States. Her business address is 100 Union Avenue, Cresskill, New Jersey
07626. Her principal occupation is acting as president of Eckert Corp.
Registrants may be deemed to be a "group" within the meaning of Rule 13d-5
promulgated under the Securities Exchange Act of 1934, as amended. Each
disclaims beneficial interest in the others holdings. During the last five
years, none of the above named persons has been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors) or has
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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.
3. SOURCE AND AMOUNT OF FUNDS
The Stock and certain 12% Senior Subordinated Notes of the Company were
distributed to Registrants on March 1, 2000, pursuant to the Companys Chapter
11 Plan of Reorganization, in respect of Registrants holdings of the Companys
10% Senior Subordinated Notes due 2000.
4. PURPOSE OF TRANSACTION
Registrants acquired the Stock pursuant to the Companys Chapter 11 Plan
of Reorganization. Registrants hold the Stock for investment, in the
ordinary course of their businesses. In the future Registrants may, in the
ordinary course of their businesses, make additional purchases and/or sales
of the Stock. Except as set forth in the preceding sentence, Registrants
have no plans or intentions which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Associates owns 138,682 shares of the Stock. Partners owns 19,809
shares of the Stock. The shares owned by Associates and Partners represent
approximately 6.93% and 0.99%, respectively, of the total outstanding shares.
(b) Each Registrant has sole power to vote and dispose of the Stock held
by it.
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth above, neither Associates, Partners nor any of the
other persons referred to in Item 2 above has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Company.
7. EXHIBITS
Exhibit 1 - Joint Filing Agreement
SCHEDULE 13-D
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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.
ALPINE ASSOCIATES,
A LIMITED PARTNERSHIP
By: Eckert Corp., General Partner
By: /S/VICTORIA ECKERT
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Victoria Eckert, President
DATED: March 9, 2000
SCHEDULE 13-D
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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.
ALPINE PARTNERS, L.P.
By: Eckert Corp., General Partner
By: /S/VICTORIA ECKERT
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Victoria Eckert, President
DATED: March 9, 2000
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities and Exchange Act
of 1934, as amended, the parties named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D with respect to the
securities of the company named below:
DATED: March 9, 2000
COMPANY: Trism, Inc.
SECURITIES: Common Stock
PARTIES
ALPINE ASSOCIATES,
A Limited Partnership
By: Eckert Corp.
By: /S/VICTORIA ECKERT
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ALPINE PARTNERS, L.P.
By: Eckert Corp.
By: /S/VICTORIA ECKERT
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