UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*<F1>
Falcon Building Products, Inc.
(Name of Issuer)
Class A Common Shares, $.01 par value
(Title of Class of Securities)
305916108
(CUSIP Number)
Sheli Z. Rosenberg, Two North Riverside Plaza,
Chicago, Illinois 60606 (312) 454-0100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1996
(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 this statement [x].
(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.
(Continued on following pages)
(Page 1 of 11 Pages)
<F1>*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).
<PAGE>
CUSIP No. 305916108 SCHEDULE 13D Page 2 of 11 Pages
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Holdings Limited, an Illinois limited partnership
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
_________________________________________________________________
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
Illinois
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 14,000,000
SHARES __________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH __________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,000,000
WITH __________________________________________________
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
<PAGE>
CUSIP No. 305916108 SCHEDULE 13D Page 3 of 11 Pages
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par
value $.01 per share, of Falcon Building Products, Inc., a
Delaware corporation (the "Company").
The principal executive office of the Company is Two North
Riverside Plaza, Chicago, Illinois 60606.
Item 2. Identity and Background
(a) - (c). This statement is filed by Equity Holdings
Limited, an Illinois limited partnership ("Equity Holdings").
Equity Holdings is engaged in the business of making investments
in operating businesses and securities. Equity Holdings'
principal executive office is located at Two North Riverside
Plaza, Chicago, Illinois 60606. Equity Holdings' sole general
partners are the Samuel Zell Revocable Trust and the Robert H.
and Ann Lurie Trust. Both trusts are Illinois trusts. Samuel
Zell is the trustee of the Samuel Zell Revocable Trust. Sheli Z.
Rosenberg and Ann Lurie are the co-trustees of the Robert H. and
Ann Lurie Trust. For the purposes of this statement the address
for each of the general partners of Equity Holdings and for Mr.
Zell and Mmes. Rosenberg and Lurie is Two North Riverside Plaza,
Chicago, Illinois 60606. The principal occupations of Mr. Zell
and Mmes. Rosenberg Lurie are listed on Schedule 1 attached
hereto.
(d) - (e) None of Equity Holdings, the general partners of
Equity Holdings, Mr. Zell or Mmes. Rosenberg and Lurie has during
the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceedings 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) Mr. Zell and Mmes. Rosenberg and Lurie are all citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
No funds were expended in the acquisition of the 14,000,000
shares of Class A Common Stock reported herein. Equity Holdings
acquired the shares of Class A Common Stock as the result of a
series of dividend distributions of 14,000,000 shares of Class B
Common Stock, par value $.01 per share, of the Company from
entities indirectly and directly wholly owned by Equity Holdings
ultimately to Equity Holdings. Upon the distribution of the
shares of Class B Common Stock to Equity Holdings, the shares of
Class B Common Stock automatically converted into 14,000,000
shares of Classs A Common Stock.
CUSIP No. 305916108 SCHEDULE 13D Page 4 of 11 Pages
Item 4. Purpose of Transaction
The purpose of Equity Holdings' acquisition of the shares of
Class A Common Stock pursuant to the series of distributions
discussed in Item 3, which is incorporated by reference, was to
restructure Equity Holdings' manner of ownership of the Common
Stock of the Company. Equity Holdings indirectly held the Class
B Common Stock and directly holds the Class A Common Stock for
investment purposes.
Equity Holdings does not have any plans or proposals of the
type referred to in clauses (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
Equity Holdings
(a) To the best knowledge of Equity Holdings there are
20,070,500 shares of Class A Common Stock outstanding.
As of the date hereof the 14,000,000 shares of Class A
Common Stock represent approximately 69.7% of the
shares of Class A Common Stock outstanding.
(b) Equity Holdings has the sole power to vote or to direct
the vote of and the sole power to dispose or to direct
the disposition of the shares of Class A Common Stock
beneficially owned by it.
(c)-(e) Not applicable.
The Samuel Zell Revocable Trust
The Samuel Zell Revocable Trust is a general partner of
Equity Holdings. The Samuel Zell Revocable Trust may be
deemed to beneficially own the shares of Class A Common
Stock beneficially owned by Equity Holdings. The Samuel
Zell Revocable Trust disclaims beneficial ownership of the
shares of Class A Common Stock beneficially owned by Equity
Holdings.
As indicated in each case, information with regard to the
Samuel Zell Revocable Trust's beneficial ownership of shares
of Class A Common Stock is presented either including or
excluding shares of Class A Common Stock which the Samuel
Zell Revocable Trust may be deemed to beneficially own by
virtue of its relationship with Equity Holdings.
CUSIP No. 305916108 SCHEDULE 13D Page 5 of 11 Pages
(a) Beneficial ownership including shares of Class A Common
Stock the Samuel Zell Revocable Trust may be deemed to
beneficially own by virtue of its relationship with
Equity Holdings: 14,000,000 shares of Class A Common
Stock representing approximately 69.7% of the shares of
Class A Common Stock outstanding.
Beneficial ownership excluding shares of Class A Common
Stock the Samuel Zell Revocable Trust may be deemed to
beneficially own by virtue of its relationship with
Equity Holdings: 0 shares of Common Stock representing
0% of the shares of Class A Common Stock outstanding.
(b) With regard to the 14,000,000 shares of Class A Common
Stock which the Samuel Zell Revocable Trust may be
deemed to beneficially own by virtue of its
relationship with Equity Holdings, the Samuel Zell
Revocable Trust may be deemed to share the power to
vote or to direct the vote of and to dispose or to
direct the disposition of such shares with the Robert
H. and Ann Lurie Trust, Mr. Zell and Mmes. Rosenberg
and Lurie.
(c)-(e) Not applicable.
The Robert H. and Ann Lurie Trust
The Robert H. and Ann Lurie Trust is a general partner of
Equity Holdings. The Robert H. and Ann Lurie Trust may be
deemed to beneficially own the shares of Class A Common
Stock beneficially owned by Equity Holdings. The Robert H.
and Ann Lurie Trust disclaims beneficial ownership of the
shares of Class A Common Stock beneficially owned by Equity
Holdings.
As indicated in each case, information with regard to the
Robert H. and Ann Lurie Trust's beneficial ownership of
shares of Class A Common Stock is presented either including
or excluding shares of Class A Common Stock which the Robert
H. and Ann Lurie Trust may be deemed to beneficially own by
virtue of its relationship with Equity Holdings.
(a) Beneficial ownership including shares of Class A Common
Stock the Robert H. and Ann Lurie Trust may be deemed
to beneficially own by virtue of its relationship with
Equity Holdings: 14,000,000 shares of Class A Common
Stock representing approximately 69.7% of the shares of
Class A Common Stock outstanding.
Beneficial ownership excluding shares of Class A Common
Stock the Robert H. and Ann Lurie Trust may be deemed
to beneficially own by virtue of its relationship with
Equity Holdings: 0 shares of Common Stock representing
0% of the shares of Class A Common Stock outstanding.
(b) With regard to the 14,000,000 shares of Class A Common
Stock which the Robert H. and Ann Lurie Trust may be
deemed to beneficially own by virtue of its
relationship with Equity Holdings, the Robert H. and
Ann Lurie Trust may be deemed to share the power to
vote or to direct the vote of and to dispose or to
direct the disposition of such shares with the Samuel
Zell Revocable Trust, Mr. Zell and Mmes. Rosenberg and
Lurie.
CUSIP No. 305916108 SCHEDULE 13D Page 6 of 11 Pages
(c)-(e) Not applicable.
Samuel Zell
Mr. Zell is the trustee of the Samuel Zell Revocable Trust,
a general partner of Equity Holdings. Mr. Zell may be
deemed to beneficially own the shares of Class A Common
Stock beneficially owned by Equity Holdings. Mr. Zell
disclaims beneficial ownership of the shares of Class A
Common Stock beneficially owned by Equity Holdings.
As indicated in each case, information with regard to Mr.
Zell's beneficial ownership of shares of Class A Common
Stock is presented either including or excluding shares of
Class A Common Stock which Mr. Zell may be deemed to
beneficially own by virtue of his relationship with Equity
Holdings.
(a) Beneficial ownership including shares of Class A Common
Stock Mr. Zell my be deemed to beneficially own by
virtue of his relationship with Equity Holdings:
14,001,000 shares of Class A Common Stock representing
approximately 69.8% of the shares of Class A Common
Stock outstanding.
Beneficial ownership excluding shares of Class A Common
Stock Mr. Zell may be deemed to beneficially own by
virtue of his relationship with Equity Holdings: 1,000
shares of Common Stock (as a result of the conversion
of options exercisable within sixty days) representing
less than .1% of the shares of Class A Common Stock
outstanding.
(b) With regard to the 14,000,000 shares of Class A Common
Stock which Mr. Zell may be deemed to beneficially own
by virtue of his relationship with Equity Holdings, Mr.
Zell may be deemed to share the power to vote or to
direct the vote of and to dispose or to direct the
disposition of such shares with the general partners of
Equity Holdings and Mmes. Rosenberg and Lurie.
With regard to the 1,000 shares of Class A Common Stock
beneficially owned by Mr. Zell, Mr. Zell has the sole
power to vote or to direct the vote of and to dispose
or to direct the disposition of such shares.
(c)-(e) Not applicable.
CUSIP No. 305916108 SCHEDULE 13D Page 7 of 11 Pages
Sheli Z. Rosenberg
Mrs. Rosenberg is a co-trustee of the Robert H. and Ann
Lurie Trust, a general partner of Equity Holdings. Mrs.
Rosenberg may be deemed to beneficially own the shares of
Class A Common Stock beneficially owned by Equity Holdings.
Mrs. Rosenberg disclaims beneficial ownership of the shares
of Class A Common Stock beneficially owned by Equity
Holdings.
As indicated in each case, information with regard to Mrs.
Rosenberg's beneficial ownership of shares of Class A Common
Stock is presented either including or excluding shares of
Class A Common Stock which Mrs. Rosenberg may be deemed to
beneficially own by virtue of her relationship with Equity
Holdings.
(a) Beneficial ownership including shares of Class A Common
Stock Mrs. Rosenberg may be deemed to beneficially own
by virtue of her relationship with Equity Holdings:
14,001,000 shares of Class A Common Stock representing
approximately 69.8% of the shares of Class A Common
Stock outstanding.
Beneficial ownership excluding shares of Class A Common
Stock Mrs. Rosenberg may be deemed to beneficially own
by virtue of her relationship with Equity Holdings:
1,000 shares of Common Stock (as a result of the
conversion of options exercisable within sixty days)
representing less than .1% of the shares of Class A
Common Stock outstanding.
(b) With regard to the 14,000,000 shares of Class A Common
Stock which Mrs. Rosenberg may be deemed to
beneficially own by virtue of her relationship with
Equity Holdings, Mrs. Rosenberg may be deemed to share
the power to vote or to direct the vote of and to
dispose or to direct the disposition of such shares
with the general partners of Equity Holdings, Mr. Zell
and Mrs. Lurie.
With regard to the 1,000 shares of Class A Common Stock
beneficially owned by Mrs. Rosenberg, Mrs. Rosenberg
has the sole power to vote or to direct the vote of and
to dispose or to direct the disposition of such shares.
(c)-(e) Not applicable.
Ann Lurie
Mrs. Lurie is a co-trustee of the Robert H. and Ann Lurie
Trust, a general partner of Equity Holdings. Mrs. Lurie may
be deemed to beneficially own the shares of Class A Common
Stock beneficially owned by Equity Holdings. Mrs. Lurie
disclaims beneficial ownership of the shares of Class A
Common Stock beneficially owned by Equity Holdings.
As indicated in each case, information with regard to Mrs.
Lurie's beneficial ownership of shares of Class A Common
Stock is presented either including or excluding shares of
Common Stock which Mrs. Lurie may be deemed to beneficially
own by virtue of her relationship with Equity Holdings.
CUSIP No. 305916108 SCHEDULE 13D Page 8 of 11 Pages
(a) Beneficial ownership including shares of Class A Common
Stock Mrs. Lurie may be deemed to beneficially own by
virtue of her relationship with Equity Holdings:
14,000,000 shares of Class A Common Stock representing
approximately 69.7% of the shares of Class A Common
Stock outstanding.
Beneficial ownership excluding shares of Class A Common
Stock Mrs. Lurie may be deemed to beneficially own by
virtue of her relationship with Equity Holdings: 0
shares of Common Stock representing 0% of the shares of
Class A Common Stock outstanding.
(b) With regard to the 14,000,000 shares of Class A Common
Stock which Mrs. Lurie may be deemed to beneficially
own by virtue of her relationship with Equity Holdings,
Mrs. Lurie may be deemed to share the power to vote or
to direct the vote of and to dispose or to direct the
disposition of such shares with the general partners of
Equity Holdings, Mr. Zell and Mrs. Rosenberg.
(c)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Mr. Zell and Mrs. Rosenberg have been directors of the
Company since 1994. Each of the directors of the Company,
including Mr. Zell and Mrs. Rosenberg, is granted upon initial
election and at each annual meeting of stockholders thereafter, a
ten-year option (vesting at the rate of 25% per year) to purchase
2,000 shares of Class A Common Stock for its fair market value on
the date of the grant.
<PAGE>
Item 7. Material to Be Filed as Exhibits
Exhibit 10.7 Falcon Building Products, Inc. 1994 Stock Option and
Restricted Share Plan
CUSIP No. 305916108 SCHEDULE 13D Page 9 of 11 Pages
Schedule 1
NAME EMPLOYMENT OR OCCUPATION
- - ----- ------------------------
General Partners of Equity Holdings
Samuel Zell Revocable Trust
Samuel Zell (Trustee) Mr. Zell is Chairman of
the Board of Directors of
Equity Group Investment,
Inc. ("Equity Group") and
Equity Financial and
Management Company
("Equity Financial").
Both firms are privately
owned affiliated
investment management
companies with their
principal address at Two
North Riverside Plaza,
Chicago, Illinois 60606.
Robert H. and Ann Lurie Trust
Sheli Z. Rosenberg (Co-Trustee) Mrs. Rosenberg is
President and Chief
Executive Officer of
Equity Group and Equity
Financial. Mrs.
Rosenberg is a member of
the law firm of Rosenberg
& Liebentritt, P.C. the
business address of which
is Two North Riverside
Plaza, Chicago, Illinois
60606.
Ann Lurie (Co-Trustee) Mrs. Lurie is a self-
employed private
investor.
CUSIP No. 305916108 SCHEDULE 13D Page 10 of 11 Pages
Signature
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.
May 20, 1996
______________
Date
EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP
By: /s/ Samuel Zell
______________________________
Samuel Zell, Trustee of The
Samuel Zell Revocable Trust,
General Partner of Equity Holdings
Limited, an Illinois Limited
Partnership
CUSIP No. 305916108 SCHEDULE 13D Page 11 of 11 Pages
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.7 Falcon Building Products, Inc. 1994
Stock Option and Restricted Share Plan--
Incorporated by reference to Falcon
Building Products, Inc. Registration
Statement of Form S-1, Registration
Number 33-79006, filed May 17, 1994, as
amended, as the same number exhibit
