SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
TPI Enterprises, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
872623103
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 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 the statement [ ].
*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 1,894,120 shares, which
constitutes approximately 9.2% of the total number of shares outstanding.
All ownership percentages assume that there are 20,661,822 shares
outstanding, which is the number reported on the Issuer's most recent 10-Q.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 125,728 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 125,728 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
125,728
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: 00 - Trust
- ------------
(1) Power is exercised through its sole trustee, Perry R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 125,728 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 125,728 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
125,728 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacities as sole trustee and as one of two trustors of The
Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
125,728 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b)/ X /
3. SEC Use Only
4. Source of Funds: 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: USA
7. Sole Voting Power: 125,727
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 125,727
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
125,727
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Airlie Group 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
7. Sole Voting Power: 1,589,703 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,589,703 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,589,703
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.7%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its sole general partner, EBD L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
EBD L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 1,589,703 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,589,703 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,589,703 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.7%
14. Type of Reporting Person: PN
- ------------
(1) Solely in its capacity as the sole general partner of The Airlie Group
L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Dort A. Cameron III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,589,703 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,589,703 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,589,703 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.7%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as one of two general partners of EBD L.P., which
is the sole general partner of The Airlie Group L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TMT-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,589,703 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,589,703 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,589,703 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.7%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P., which
is the sole general partner of The Airlie Group L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,589,703 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,589,703 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,589,703 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.7%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole shareholder of TMT-FW, Inc.,
which is one of two general partners of EBD L.P., which is the sole
general partner of The Airlie Group L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
John L. Marion, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: USA
7. Sole Voting Power: 7,500
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,500
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
7,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Douglas K. Bratton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: USA
7. Sole Voting Power: 7,834 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 5,500 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,834 (1)
Person
With
10. Shared Dispositive Power: 5,500 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
13,334 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the sole general partner of TPI Investors, L.P.
with respect to 6,834 of the shares of the Stock.
(2) With respect to 5,500 shares, owned in joint tenancy with his wife, Anne
M. Bratton, who shares voting and dispositive power over such shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne Marie Bratton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: USA
7. Sole Voting Power: 500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 5,500 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 500 (1)
Person
With
10. Shared Dispositive Power: 5,500 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,000 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as the sole trustee of a trust for the benefit of
her minor son with respect to 500 shares.
(2) With respect to 5,500 shares, owned in joint tenancy with her husband,
Douglas K. Bratton, who shares voting and dispositive power over such
shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 31,628 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 31,628 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
31,628
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: 00 - Trust
- ------------
(1) Power is exercised through its trustee, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 31,628 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 31,628 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
31,628 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a trustee of Sid R. Bass Management Trust and by
virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TPI Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 6,834 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,834 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
6,834
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its sole general partner, Douglas K. Bratton.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) 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 13D Statement dated October 12,
1992, as amended by Amendment No. 1 dated November 16, 1992, Amendment No. 2
dated February 4, 1993, Amendment No. 3 dated February 18, 1993, Amendment No.
4 dated March 4, 1993, Amendment No. 5 dated March 12, 1993, and Amendment No.
6 dated March 19, 1993 (collectively, the "Schedule 13D"), relating to the
Common Stock, par value $0.01 per share, of TPI Enterprises, Inc. Unless
otherwise indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this filing restates in its entirety the
Reporting Persons' (as hereinafter defined) Schedule 13D with respect to TPI
Enterprises, Inc.
Item 1. Security and Issuer.
Item 1 hereby is restated in its entirety to read as follows:
This statement relates to shares of Common Stock, par value $0.01 per share
(the "Stock"), of TPI Enterprises, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 50 North Front Street, Suite 600, Memphis,
TN 38173.
Item 2. Identity and Background.
Item 2 hereby is amended and restated in its entirety to read as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of The
Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Lee
M. Bass ("LMB"), The Airlie Group L.P., a Delaware limited partnership ("TAG"),
EBD L.P., a Delaware limited partnership ("EBD"), Dort A. Cameron, III ("DAC"),
TMT-FW, Inc., a Texas corporation ("TMT-FW"), Thomas M. Taylor ("TMT"), John L.
Marion, Jr. ("JLM"), Douglas K. Bratton ("DKB"), Anne M. Bratton ("AMB"), Sid
R. Bass Management Trust ("SRBMT"), Sid R. Bass ("SRB") and TPI Investors, L.P.,
a Texas limited partnership ("TPII"). BMT, PRB, NLB, LMB, TAG, EBD, DAC,
TMT-FW, TMT, JLM, DKB, AMB, SRBMT, SRB and TPII are sometimes hereinafter
collectively referred to as the "Reporting Persons." The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
(b)-(c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. PRB is one of
the Trustors and the sole Trustee of BMT.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal business of which is
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and
she is not presently employed. NLB is the other Trustor of BMT.
LMB
LMB's principal occupation or employment is serving as President of Lee M.
Bass, Inc. ("LMB, Inc."). LMB's business address is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ("BEPCO")), the ownership and operation of gas processing plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of LMB, Inc., which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
TAG
TAG is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TAG, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to EBD, the
sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TAG. The principal business address of
EBD, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to DAC and TMT-FW, the general partners of EBD, is set
forth below.
DAC
DAC's principal occupation or employment is serving as one of two general
partners of EBD. DAC's business address is 115 East Putnam Avenue, Greenwich,
Connecticut 06830.
TMT-FW
TMT-FW is a Texas corporation, the principal business of which is serving
as one of two general partners of EBD. The principal business address of
TMT-FW, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, the name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of TMT-FW are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 BEPCO
Taylor & Co. is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
TMT
See answers above.
JLM
JLM's principal occupation or employment is serving as an executive of
Taylor & Co. JLM's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
DKB
DKB's principal occupation or employment is serving as an executive of
Taylor & Co. DKB's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
AMB
AMB's residence address is 47 Valley Ridge Road, Fort Worth, Texas 76107,
and she is not presently employed.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to the Trustees of SRBMT is set forth below.
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Perry R. Bass See answer above. See answer above.
Lee M. Bass See answer above. See answer above.
Sid R. Bass 201 Main Street President of Sid R.
Suite 3200 Bass, Inc.
Fort Worth, Texas 76102 ("SRB, Inc.")
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants (through various partnerships), farming,
investing in marketable securities and real estate investment and development.
The principal business address of SRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
TPII
TPII is a Texas limited partnership, the principal business of which is the
ownership of securities of the Issuer. The principal address of TPII is 201
Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Act, information with respect to Douglas K. Bratton, the
sole general partner of TPII, is set forth above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 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) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as set forth below.
Reporting Person Source of Funds Amount of Funds
BMT Trust Funds (1) $ 1,009,658.51
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds (2) $ 1,009,648.52
TAG Working Capital (3) $15,401,566.81
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
JLM Personal Funds (2) $ 48,879.85
DKB/AMB, JT Personal Funds (2) $ 37,675.00
DKB Personal Funds (2) $ 7,000.00
AMB (4) Trust Funds (1) $ 3,087.50
SRBMT Trust Funds (1) $ 316,009.66
SRB Not Applicable Not Applicable
TPII Contributions from $ 68,281.78
Partners
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Stock.
(3) As used herein, the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general. None of the
funds reported herein as "Working Capital" were borrowed or otherwise obtained
for the specific purpose of acquiring, handling, trading or voting the Stock.
(4) In her capacity as the sole trustee of a trust for the benefit of
her minor son.
Item 4. Purpose of Transaction.
Item 4 hereby is amended in its entirety to read as follows:
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that each of the Reporting Persons may deem material to its
investment decision, such Reporting Person may purchase additional shares of the
Stock in the open market or in private transactions. Depending on these same
factors, such Reporting Person may sell all or a portion of the shares of the
Stock that it now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) - (c) of this Item 5 hereby are amended in their
entireties to read as follows:
(a)
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 125,728, which constitutes approximately
0.6% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
125,728 shares of the Stock, which constitutes approximately 0.6% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 125,728 shares of the
Stock, which constitutes approximately 0.6% of the outstanding shares of the
Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 125,727, which constitutes approximately
0.6% of the outstanding shares of the Stock.
TAG
The aggregate number of shares of the Stock that TAG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,589,703, which constitutes approximately
7.7% of the outstanding shares of the Stock.
EBD
Because of its position as the sole general partner of TAG, EBD may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,589,703 shares of the Stock, which constitutes approximately 7.7% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, the sole
general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 1,589,703 shares of the Stock, which constitutes
approximately 7.7% of the outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD, the sole
general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 1,589,703 shares of the Stock, which constitutes
approximately 7.7% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole shareholder of TMT-FW,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,589,703 shares of the Stock, which constitutes approximately 7.7% of the
outstanding shares of the Stock.
JLM
The aggregate number of shares of the Stock that JLM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 7,500, which constitutes less than 0.1%
of the outstanding shares of the Stock.
DKB
The aggregate number of shares of the Stock that DKB owns beneficially
as a joint tenant with AMB, pursuant to Rule 13d-3 of the Act, is 5,500.
Because of his position as the sole general partner of TPII and because of his
beneficial ownership of 1,000 shares of the Stock, DKB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of an additional 7,834
shares of the Stock, which, together with the 5,500 shares he owns as a joint
tenant with AMB, constitutes less than 0.1% of the outstanding shares of the
Stock.
AMB
The aggregate number of shares of the Stock that AMB owns beneficially
as a joint tenant with DKB, pursuant to Rule 13d-3 of the Act, is 5,500.
Because of her position as the sole trustee of a trust for the benefit of her
minor son, AMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an additional 500 shares of the Stock, which, together with
the 5,500 shares she owns as a joint tenant with DKB, constitutes less than 0.1%
of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 31,628, which constitutes
approximately 0.2% of the outstanding shares of the Stock.
SRB
Because of his position as a trustee of SRBMT and by virtue of his power
to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 31,628 shares of the Stock, which constitutes approximately
0.2% of the outstanding shares of the Stock.
TPII
The aggregate number of shares of the Stock that TPII owns beneficially,
pursuant to Rule 13d-3 of the Act, is 6,834, which constitutes less than 0.1%
of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than is set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
BMT
Acting through its trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 125,728 shares of the
Stock.
PRB
In his capacity as sole trustee of BMT, PRB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 125,728
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 125,727 shares of the Stock.
TAG
Acting through its sole general partner, TAG has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,589,703
shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,589,703 shares
of the Stock.
DAC
As one of two general partners of EBD, which is the sole general partner
of TAG, DAC has shared power to vote or to direct the vote and to dispose or to
direct the disposition of 1,589,703 shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general partner
of TAG, TMT-FW has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 1,589,703 shares of the Stock.
TMT
As the President and sole shareholder of TMT-FW, which is one of two
general partners of EBD, which is the sole general partner of TAG, TMT has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,589,703 shares of the Stock.
JLM
JLM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 7,500 shares of the Stock.
DKB
As joint tenant with AMB, DKB has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 5,500 shares of the
Stock.
In his capacity as the sole general partner of TPII, DKB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 6,834
shares of the Stock. DKB also has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the 1,000 shares of the Stock
owned by him individually.
AMB
As joint tenant with DKB, AMB has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 5,500 shares of the
Stock. In her capacity as the sole trustee of a trust for the benefit of her
minor son, AMB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 500 shares of the Stock.
SRBMT
SRBMT has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 31,628 shares of the Stock.
SRB
In his capacity as a trustee of SRBMT, SRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 31,628 shares
of the Stock.
(c)
On September 9, 1996, the Issuer sold substantially all of its assets to
Shoney's, Inc. ("Shoney's"). In connection with such transaction, Shoney's
assumed the Issuer's obligations under the Issuer's 8.25% convertible
subordinated notes due July 15, 2002 and under its Non-Employee Director Stock
Option Plan. In addition, the Issuer redeemed in full its 5% convertible senior
subordinated debentures due April 15, 2003 (the "Debentures"). Certain of the
Reporting Persons previously held warrants to purchase shares of the Stock (the
"Warrants"), and in connection with such transaction, such Reporting Persons
agreed to the cancellation of the Warrants without the payment of any
consideration.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Stock owned
by such Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
Securities of the Issuer.
Item 6 is hereby restated in its entirety as follows:
Except as set forth herein or in the Exhibits field or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit B -- Power of Attorney for Geoffrey P. Raynor, previously filed
with the Schedule 13D.
Exhibit C -- Power of Attorney for John L. Marion, Jr., previously filed
with the Schedule 13D.
Exhibit D -- Power of Attorney for Anne M. Bratton, previously filed with
the Schedule 13D.
Exhibit E -- Letter Agreement between The Airlie Group L.P. and TPI
Enterprises, Inc. dated February 4, 1993, previously filed with the Schedule
13D.
Exhibit F -- Letter Agreement between The Airlie Group L.P. and TPI
Enterprises, Inc. dated February 17, 1993, previously filed with the Schedule
13D.
Exhibit G -- Letter Agreement between The Airlie Group L.P. and TPI
Enterprises, Inc. dated March 3, 1993, previously filed with the Schedule 13D.
Exhibit H -- Letter Agreement between The Airlie Group L.P. and TPI
Enterprises, Inc. dated March 12, 1993, previously filed with the Schedule 13D.
Exhibit I -- Power of Attorney for TPI Investors, L.P., previously filed
with the Schedule 13D.
Exhibit J -- Stock Purchase Agreement dated as of March 19, 1993, among
the Issuer and the Purchasers named therein, previously filed with the Schedule
13D.
Exhibit K -- Warrant Purchase Agreement dated as of March 19, 1993, among
the Issuer and the Purchasers named therein, previously filed with the Schedule
13D.
Exhibit L -- Debenture Purchase Agreement dated as of March 19, 1993,
among the Issuer and the Purchasers named therein, previously filed with the
Schedule 13D.
Exhibit M -- Side Agreement dated as of March 19, 1993, among the Issuer
and the Purchasers named therein, previously filed with the Schedule 13D.
<PAGE>
<PAGE>
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.
DATED: September 23, 1996
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
DORT A. CAMERON III (5)
THOMAS A. TAYLOR (6)
JOHN L. MARION, JR. (7)
DOUGLAS K. BRATTON (8)
ANNE M. BRATTON (9)
TPI INVESTORS, L.P. (10)
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P., a Delaware
limited partnership,
General Partner
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
TMT-FW, INC.,
a Texas corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
<PAGE>
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust 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 Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Dort A. Cameron III previously has been filed with the Securities
and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of John L. Marion, Jr. previously has been filed with the Securities
and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Douglas K. Bratton previously has been filed with the Securities and
Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Anne M. Bratton previously has been filed with the Securities and
Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of TPI Investors, L.P. previously has been filed with the Securities
and Exchange Commission.
<PAGE>
<PAGE>
Exhibit Index
Exhibit Description
- ------- -----------
99.1 Agreement pursuant to
Rule 13d-1(f)(1)(iii),
filed herewith.
B Power of Attorney for
Geoffrey P. Raynor,
previously filed with the
Schedule 13D.
C Power of Attorney for
John L. Marion, Jr.,
previously filed with the
Schedule 13D.
D Power of Attorney for
Anne M. Bratton,
previously filed with the
Schedule 13D.
E Letter Agreement between
The Airlie Group L.P. and
TPI Enterprises, Inc.
dated February 4, 1993,
previously filed with the
Schedule 13D.
F Letter Agreement between
The Airlie Group L.P. and
TPI Enterprises, Inc.
dated February 17, 1993,
previously filed with the
Schedule 13D.
G Letter Agreement between
The Airlie Group L.P. and
TPI Enterprises, Inc.
dated March 3, 1993,
previously filed with the
Schedule 13D.
H Letter Agreement between
The Airlie Group L.P. and
TPI Enterprises, Inc.
dated March 12, 1993,
previously filed with the
Schedule 13D.
I Power of Attorney for TPI
Investors, L.P.,
previously filed with the
Schedule 13D.
J Stock Purchase Agreement
dated as of March 19,
1993, among the Issuer
and the Purchasers named
therein, previously filed
with the Schedule 13D.
K Warrant Purchase
Agreement dated as of
March 19, 1993, among the
Issuer and the Purchasers
named therein, previously
filed with the Schedule
13D.
L Debenture Purchase
Agreement dated as of
March 19, 1993, among the
Issuer and the Purchasers
named therein, previously
filed with the Schedule
13D.
M Side Agreement dated as
of March 19, 1993, among
the Issuer and the
Purchasers named therein,
previously filed with the
Schedule 13D.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(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 agrees that the Statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
DORT A. CAMERON (5)
THOMAS M. TAYLOR (6)
JOHN L. MARION, JR. (7)
DOUGLAS K. BRATTON (8)
ANNE M. BRATTON (9)
TPI INVESTORS, L.P. (10)
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P., a Delaware
limited partnership,
General Partner
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
TMT-FW, INC.,
a Texas corporation
By: /s/ W. R. Cotham
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
The Bass Management Trust 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
Perry R. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Nancy L. Bass previously has been filed with the Securities and Exchange
Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Lee M. Bass previously has been filed with the Securities and Exchange
Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Dort A. Cameron III previously has been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
John L. Marion, Jr. previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Douglas K. Bratton previously has been filed with the Securities and
Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Anne M. Bratton previously has been filed with the Securities and
Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
TPI Investors, L.P. previously has been filed with the Securities and
Exchange Commission.
