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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: Turbochef Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 009000061
Check the following line if a fee is being paid with this
statement. (A fee is not required only if the filing 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).
*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 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).
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonehill Capital Management, Inc.
Tax ID: 13-350-8859
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,790,479
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,790,479
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,790,479
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
13%
12. Type of Reporting Person
IA, CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert L. Emerson
SS#: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
-2-
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5. Sole Voting Power:
6. Shared Voting Power:
1,790,479
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,790,479
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,790,479
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
13%
12. Type of Reporting Person
IN
Item 1(a) Name of Issuer: Turbochef Inc. (the "Company")
(b)Address of Issuer's Principal Executive Offices:
10500 Metric Drive, Suite 128
Dallas, Texas 75243
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Stonehill Capital Management, Inc. ("SCM"), a
Delaware corporation
Robert L. Emerson, a U.S. citizen
277 Park Avenue
New York, New York 10172
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 009000061
Item 3. This statement is filed pursuant to Rules 13d-1(b)(2).
SCM is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. Mr. Emerson is the President of
SCM.
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Item 4. Ownership.
SCM and Mr. Emerson beneficially own 1,790,479 shares of
the Company's Common Stock (representing approximately 13% of the
outstanding shares of such Common Stock). SCM and Mr. Emerson
possess the power to vote, direct the vote, dispose of and direct
the disposition of all 1,790,479 shares.
Of the 1,790,479 shares reported in this item, Stonehill
Capital Partners, L.P., a partnership whose investments are
managed by SCM, holds all of the shares. This partnership has no
authority to vote or dispose of these securities.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
See Item 4.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent Holding
Company.
See Item 3.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of the Group.
Not Applicable.
Item 10.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Stonehill Capital Management, Inc.
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By: /s/ ROBERT L. EMERSON January 20, 1997
_________________________ ___________________
Name: Robert L. Emerson Date
Title: President
/s/ ROBERT L. EMERSON
_____________________________
Robert L. Emerson
-5-
76800000.AM6
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
January 20, 1997 relating to the shares of common stock of
Turbochef Inc. shall be filed on behalf of the undersigned.
Stonehill Capital Management, Inc.
By: /s/ ROBERT L. EMERSON
_____________________________
Robert L. Emerson, President
/s/ ROBERT L. EMERSON
__________________________________
Robert L. Emerson
76800000.AM6
