0000902664-95-000051.txt : 19950811 0000902664-95-000051.hdr.sgml : 19950811 ACCESSION NUMBER: 0000902664-95-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950810 SROS: NASD GROUP MEMBERS: BEV PARTNERS, L.P. GROUP MEMBERS: EGS ASSOCIATES, L.P. GROUP MEMBERS: EGS PARTNERS LLC GROUP MEMBERS: EGS PARTNERS, L.L.C. GROUP MEMBERS: FREDERIC GREENBERG GROUP MEMBERS: FREDERICK KETCHER GROUP MEMBERS: JONAS GERSTL GROUP MEMBERS: THE PHARMACEUTICAL/MEDICAL TECHNOLOGY FUND, L.P. GROUP MEMBERS: WILLIAM EHRMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 590920629 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34274 FILM NUMBER: 95560456 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY STE 900 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027913388 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY STE 900 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGS PARTNERS LLC CENTRAL INDEX KEY: 0000897018 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133679110 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127559000 FORMER COMPANY: FORMER CONFORMED NAME: EGS PARTNERS LP /NY/ /ADV DATE OF NAME CHANGE: 19930715 FORMER COMPANY: FORMER CONFORMED NAME: EGS PARTNERS LP /NY/ /ADV DATE OF NAME CHANGE: 19930715 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Inamed Corporation (Name of Issuer) Common Stock, Par Value $.01 (Title of Class of Securities) 453235103 (CUSIP Number) Arthur Goetchius 300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9395 (Name, address and telephone number of person authorized to receive notices and communications) August 8, 1995 (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 [ ]. (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. * 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 purposes 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). 13D CUSIP No. 453235103 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EGS Associates, 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 _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 76,913 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 76,913 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,913 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.02% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EGS Partners, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** AF ____________________________________________________________ (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 _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 122,665 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 122,665 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,665 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.63% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bev Partners, 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 _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 62,159 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 62,159 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,159 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .83% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Pharmaceutical/Medical Technology Fund, 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 _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 137,763 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 137,763 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,763 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.84% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William Ehrman _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** PF AF ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 28,400 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 442,800 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 28,400 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 442,800 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,200 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.28% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederic Greenberg _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** AF 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 United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 1,000 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 419,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 1,000 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 419,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.60% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick Ketcher _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** AF 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 United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 18,500 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 400,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 18,500 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 400,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 418,500 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.58% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 453235103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonas Gerstl _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** AF 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 United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 5,000 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 399,500 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 5,000 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 399,500 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,500 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.39% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! The Schedule 13D, initially filed on April 6, 1992, is hereby amended and restated in its entirety by this Amendment No. 6 to the Schedule 13D as follows: ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.01 par value (the "Common Stock"), issued by Inamed Corporation, a Florida corporation (the "Company"), whose principal executive offices are 3800 Howard Hughes Parkway, Suite 900, Las Vegas, NV 89109. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by (i) EGS Associates, L.P., a Delaware limited partnership ("EGS Associates"), with respect to shares of Common Stock beneficially owned by it, (ii) EGS Partners, L.L.C., a Delaware limited liability company ("EGS Partners"), with respect to shares of Common Stock beneficially owned by EGS Overseas Fund Limited, a British Virgin Islands corporation ("EGS Overseas"), as well as shares of Common Stock held in other discretionary accounts managed by EGS Partners, (iii) Bev Partners, L.P., a Delaware limited partnership ("Bev Partners"), with respect to shares of Common Stock beneficially owned by it, (iv) the Pharmaceutical/Medical Technology Fund, L.P., a Delaware limited partnership ("Pharm Fund"), with respect to shares of Common Stock beneficially owned by it, (v) William Ehrman, with respect to shares of Common Stock beneficially owned by him, members of his immediate family, EGS Associates, EGS Partners, Bev Partners and Pharm Fund, (vi) Frederic Greenberg, with respect to shares of Common Stock beneficially owned by him, members of his immediate family, EGS Associates, EGS Partners, Bev Partners and Pharm Fund, (vii) Frederick Ketcher, with respect to shares of Common Stock beneficially owned by him, EGS Associates, EGS Partners, Bev Partners and Pharm Fund; and (viii) Jonas Gerstl, with respect to shares of Common Stock beneficially owned by him, EGS Associates, EGS Partners, Bev Partners and Pharm Fund. The foregoing persons hereinafter sometimes are referred to collectively as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The general partners of EGS Associates, EGS Partners, Bev Partners and Pharm Fund are William Ehrman, Frederic Greenberg, Frederick Ketcher, and Jonas Gerstl (collectively, the "General Partners"). (b) The address of the principal business and principal office of (i) EGS Associates, EGS Partners, Bev Partners, Pharm Fund and each of the General Partners is 300 Park Avenue, New York, New York 10022 and (ii) EGS Overseas is CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands. (c) The principal business of each of EGS Associates, EGS Overseas, Bev Partners and Pharm Fund is that of a private investment firm, engaging in the purchase and sale of securities for investment for its own account. The principal business of EGS Partners is that of a private investment firm and a registered investment adviser under the Investment Advisers Act of 1940, as amended, engaging in the purchase and sale of securities for investment on behalf of discretionary accounts and EGS Overseas. The present principal occupations of the General Partners are as general partners/members of EGS Associates, EGS Partners, Bev Partners and Pharm Fund and other limited partnerships. (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above 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) Each of the individuals referred to in paragraph (a) above is a United States citizen. EGS Associates, EGS Partners, Bev Partners and Pharm Fund are Delaware limited partnerships. EGS Overseas is a British Virgin Islands corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by EGS Associates, EGS Partners (exclusive of shares beneficially owned by EGS Overseas), EGS Overseas, Bev Partners and Pharm Fund is approximately $197,498, $260,602, $45,815, $133,896, and $343,928, respectively. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Greenberg, and by members of his immediate family, is approximately $59,188. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Ehrman, and by members of his immediate family, is approximately $196,458. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Ketcher, and by members of his immediate family, is approximately $38,250. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Gerstl, is approximately $14,375. The shares of Common Stock purchased by each of EGS Associates, EGS Overseas, Bev Partners and Pharm Fund were purchased with the investment capital of the respective entities and with investment capital of each discretionary account under management of EGS Partners. The shares of Common Stock purchased by Messrs. Greenberg, Ketcher, Gerstl and Ehrman were purchased with personal funds or trust funds. The shares of Common Stock beneficially owned by EGS Associates, EGS Partners (excluding EGS Overseas), EGS Overseas, Bev Partners, and Pharm Fund are held in their respective commingled margin accounts, or in the case of EGS Partners, in margin and non-margin accounts held by each discretionary account under its management. Such margin accounts are maintained at Bear Stearns & Co. Inc., and may from time to time have debit balances. Non-margin accounts are maintained at Bankers Trust Company. Since other securities are held in such margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the shares of Common Stock purchased. The shares owned by Mr. Greenberg are held in his various accounts maintained at Goldman, Sachs & Co. or are beneficially owned by members of his immediate family. The shares owned by Mr. Ketcher are held in his various accounts maintained at Bear Stearns & Co. Inc. or are beneficially owned by members of his immediate family. The shares owned by Mr. Ehrman are held in an accounts maintained at Bishop Rosen or Bear Stearns & Co., Inc, or are beneficially owned by members of his immediate family. The shares owned by Mr. Gerstl are held in a joint account maintained at Josephthal Lyon and Ross Incorporated. Currently, the interest rate charged on such various margin accounts is approximately 6.75% per annum. ITEM 4. PURPOSE OF THE TRANSACTION. The purpose of the acquisition of the shares of the Common Stock by the Reporting Persons was for investment. The Reporting Persons have recently disposed of and each may in the future dispose of any and all of the shares of the Common Stock held by it or him at any time, or acquire other shares. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons may, at any time and from time to time, review or reconsider their position with respect to the Company, and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The approximate aggregate percentage of shares of Common Stock reported beneficially owned by each person herein is based on 7,502,939 shares outstanding, which is the total number of shares of Common Stock outstanding as of March 31, 1995, as reflected in the company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") for the fiscal quarter ended March 31, 1995 (which is the most recent Form 10-Q on file). As of the close of business on August 8, 1995: (i) EGS Associates owns beneficially 76,913 shares of Common Stock, constituting approximately 1.02% of the shares outstanding. (ii) EGS Partners owns directly no shares of Common Stock. By reason of the provisions of Rule 13D-3 of the Securities Exchange Act of 1934, as amended (the "Act"), EGS Partners may be deemed to own beneficially 98,127 shares (constituting approximately 1.31% of the shares outstanding), purchased for discretionary accounts managed by it, other than EGS Overseas, and 24,538 shares of Common Stock purchased for EGS Overseas (less than 1% of the shares outstanding), which, when aggregated, total 122,665 shares of Common Stock, constituting approximately 1.63% of the shares outstanding. (iii) Bev Partners owns beneficially 62,159 shares of Common Stock, constituting less than 1% of the shares outstanding. (iv) Pharm Fund owns 137,763 shares of Common Stock, constituting approximately 1.84% of the shares outstanding. (v) Mr. Ehrman owns directly, and beneficially through ownership by members of his immediate family, 71,700 shares of Common Stock, constituting less than 1% of the shares outstanding. (vi) Mr. Greenberg owns directly, and beneficially through ownership by members of his immediate family, 20,500 shares of Common Stock, constituting less than 1% of the shares outstanding. (vii) Mr. Ketcher owns directly, and beneficially through ownership by members of his immediate family, 19,000 shares of Common Stock. (viii) Mr. Gerstl owns directly 5,000 shares of Common Stock. By reason of the provisions of Rule 13D-3 of the Act, each of the General Partners may be deemed to own the 76,913 shares beneficially owned by EGS Associates, the 122,665 shares beneficially owned by EGS Partners, the 62,159 shares beneficially owned by Bev Partners and the 137,763 shares beneficially owned by Pharm Fund. When the shares beneficially owned by EGS Associates, EGS Partners, Bev Partners, and Pharm Fund are aggregated, they total 399,500 shares of Common Stock, constituting approximately 5.32% of the shares outstanding. (viii) In the aggregate, the Reporting Persons beneficially own a total of 515,700 shares of Common Stock, constituting approximately 6.87% of the shares outstanding. (b) (i) Each of EGS Associates, EGS Partners (with respect to shares of EGS Overseas and other discretionary accounts), Bev Partners and Pharm Fund has the power to vote and to dispose of the shares of Common Stock beneficially owned by it, which power may be exercised by the General Partners. Each of EGS Overseas and the discretionary accounts is a party to an investment management agreement with EGS Partners pursuant to which EGS Partners has investment authority with respect to securities held in such account. (ii) Each General Partner has the sole power to vote and dispose of the shares owned directly by him. Messrs. Ehrman and Greenberg have shared power to vote and dispose of shares owned by members of their immediate family. Mr. Gerstl has shared power to vote and dispose of shares owned jointly with members of his immediate family. (c) The trading dates, number of shares of Common Stock purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to August 7, 1995 until August 8, 1995 by EGS Associates, EGS Partners (excluding EGS Overseas), EGS Overseas, Pharm Fund, Bev Partners, Mr. Greenberg and Mr. Ehrman, are set forth in Schedules A, B, C, D, E, F and G, respectively, and were all effected in the over-the-counter market or on the Pacific Stock Exchange. During such period, Messrs. Gerstl, and Ketcher did not enter into any transactions in the Common Stock. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Issuer including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit was filed with the original Schedule 13D filed on April 6, 1992 and is hereby incorporated in its entirety by this reference thereto. Exhibit 1 A written agreement relating to the filing of joint acquisition statements as required by Rule 13D-1(f)(1) of the Act. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: August 9, 1995 /s/ Frederic Greenberg Frederic Greenberg, as Attorney-In-Fact for William Ehrman, individually and as general partner of each of EGS PARTNERS, L.L.C., EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/MEDICAL TECHNOLOGY FUND, L.P. /s/ Frederic Greenberg Frederic Greenberg, individually and as general partner of each of EGS PARTNERS, L.L.C., EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/MEDICAL TECHNOLOGY FUND, L.P. /s/ Frederick Ketcher Frederick Ketcher, individually and as general partner of each of EGS PARTNERS, L.L.C., EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/MEDICAL TECHNOLOGY FUND, L.P. /s/ Jonas Gerstl Jonas Gerstl, individually and as general partner of each of EGS PARTNERS, L.L.C., EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/MEDICAL TECHNOLOGY FUND, L.P. Schedule A EGS Associates, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 8/1/95 (7,387) $8.66 8/4/95 (9,780) $9.13 8/4/95 (9,030) $8.86 8/8/95 (30,000) $10.88 Schedule B EGS Partners, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 8/1/95 (23,912) $8.66 8/3/95 (6,500) $8.57 8/4/95 (5,100) $9.13 8/4/95 (4,708) $8.86 8/8/95 (40,000) $10.88 Schedule C EGS Overseas Fund, Ltd. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 8/1/95 (1,793) $8.66 8/3/95 (5,000) $8.57 8/4/95 (2,370) $9.13 8/4/95 (2,188) $8.86 8/8/95 (20,000) $10.88 Schedule D The Pharmaceutical/Medical Technology Fund, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 8/1/95 (4,740) $8.66 8/4/95 (6,300) $9.13 8/4/95 (5,817) $8.86 8/8/95 (45,000) $10.88 Schedule E Bev Partners, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 8/1/95 (4,868) $8.66 8/4/95 (6,450) $9.13 8/4/95 (5,957) $8.86 8/8/95 (40,000) $10.88 Schedule F Frederic Greenberg Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 8/8/95 (6,500) $9.88 8/8/95 (10,000) $9.31 Schedule G William Ehrman Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 6/9/95 1,000** $3.50 6/19/95 1,000** $3.38 6/23/95 1,000 $3.38 8/7/95 (14,000) $9.61 8/7/95 (21,000)* $9.65 8/7/95 (5,000)* $9.61 8/8/95 (2,600)** $9.88 8/8/95 (2,000)** $9.75 8/8/95 (8,000)** $9.31 _________________________________ * Shares held in an account for the benefit of Mr. Ehrman's spouse. ** Shares held in an account for the benefit of Mr. Ehrman's daughter.