-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GbBojwwElUBxbQiDyVf18Cn/Eals34X0A+lIWM9Z+RDLlQt0puAVoKNH1g/oYy98 OXeisT1JYYoyAco/uKqkUg== 0000897423-99-000064.txt : 19990215 0000897423-99-000064.hdr.sgml : 19990215 ACCESSION NUMBER: 0000897423-99-000064 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: CAPITAL PARTNERSHIP GROUP MEMBERS: GROUP 31, INC. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE INC ET AL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: MARGARET LEE BASS 1980 TRUST GROUP MEMBERS: PANTHER CITY INVESTMENT CO. GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: W.R. COTHAM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLOPHANE CORP CENTRAL INDEX KEY: 0000911565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 311288751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48995 FILM NUMBER: 99535603 BUSINESS ADDRESS: STREET 1: 250 EAST BROAD ST STREET 2: STE 1400 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142243134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE INC ET AL CENTRAL INDEX KEY: 0000924069 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G/A 1 HOLOPHANE CORPORATION - SCHED. 13G, AMEND. NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G** Under the Securities Exchange Act of 1934 (Amendment No. 5)* Holophane Corporation (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 436452106 (CUSIP Number) December 31, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *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 566,717, which constitutes approximately 5.3% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 10,752,341 shares outstanding. 1. Name of Reporting Person: Keystone, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 253,070 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 253,070 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 253,070 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 2.4% 12. Type of Reporting Person: CO - --------------- (1) Power is exercised by its President, Robert M. Bass. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Robert M. Bass is a citizen of the United States of America. 5. Sole Voting Power: 442,147 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 442,147 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 442,147 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 4.1% 12. Type of Reporting Person: IN - --------------- (1) Solely in his capacity as President of Keystone, Inc., with respect to 253,070 shares. 1. Name of Reporting Person: Group 31, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 1,928 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 1,928 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,928 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): <0.1% 12. Type of Reporting Person: CO - --------------- (1) Power is exercised through its President, J. Taylor Crandall. 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: J. Taylor Crandall is a citizen of the United States of America. 5. Sole Voting Power: 18,987 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 18,987 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,987 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.2% 12. Type of Reporting Person: IN - --------------- (1) Solely in his capacity as President of Group 31, Inc. with respect to 1,928 shares. 1. Name of Reporting Person: Capital Partnership 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 105,583 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 105,583 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 105,583 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 1.0% 12. Type of Reporting Person: PN - --------------- (1) Power is exercised through its managing partner, Margaret Lee Bass 1980 Trust, whose Trustee is Panther City Investment Co., whose President is W.R. Cotham. 1. Name of Reporting Person: Margaret Lee Bass 1980 Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 105,583 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 105,583 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 105,583 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 1.0% 12. Type of Reporting Person: 00 - Trust - --------------- (1) Power is exercised through its Trustee, Panther City Investment Co., whose President is W.R. Cotham. 1. Name of Reporting Person: Panther City Investment Co. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 105,583 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 105,583 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 105,583 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 1.0% 12. Type of Reporting Person: CO - --------------- (1) Power is exercised through its President, W.R. Cotham. 1. Name of Reporting Person: W.R. Cotham 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /x/ 3. SEC Use Only 4. Citizenship or Place of Organization: W.R. Cotham is a citizen of the United States of America. 5. Sole Voting Power: 105,583 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 105,583 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 105,583 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 1.0% 12. Type of Reporting Person: IN - --------------- (1) Solely in his capacity as President of Panther City Investment Co. Pursuant to Rule 13d-2(b) 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 13G Statement dated February 9, 1994, as amended by Amendment No. 1 dated February 13, 1995, as amended by Amendment No. 2 dated February 13, 1996, as amended by Amendment No. 3 dated February 14, 1997, as amended by Amendment No. 4 dated February 17, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per share, of Holophane Corporation. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13G. Item 2(a). Names of Persons Filing. Item 2(a) is hereby amended by adding the following at the end thereof: Acadia, Acadia FW, Acadia MGP, Acadia Electra, Bondo, Bonderman and August shall not be Reporting Persons on this or future filings on Schedule 13G. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b) or (c). Not applicable. Item 4. Ownership. Item 4 (a) - (c) is hereby amended and restated in its entirety as follows: (a) - (b) Keystone The aggregate number of shares of the Stock that Keystone owns beneficially, pursuant to Rule 13d-3 of the Act, is 253,070, which constitutes approximately 2.4% of the outstanding shares of the Stock. RMB Because of his position as President of Keystone with respect to 253,070 shares of the Stock and because of his individual ownership of 189,077 shares of the Stock, the aggregate number of shares of the Stock that RMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 442,147, which constitutes approximately 4.1% of the outstanding shares of the Stock. Group The aggregate number of shares of the Stock that Group owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,928, which constitutes less than 0.1% of the outstanding shares of the Stock. Crandall Because of his position as the President of Group with respect to 1,928 shares of the Stock, and because of his individual ownership of 17,059 shares of the Stock, the aggregate number of shares of the Stock that Crandall owns beneficially, pursuant to Rule 13d-3 of the Act, is 18,987, which constitutes approximately 0.2% of the outstanding shares of the Stock. Capital The aggregate number of shares of the Stock that Capital owns beneficially, pursuant to Rule 13d-3 of the Act, is 105,583, which constitutes approximately 1.0% of the outstanding shares of the Stock. MLB Because of its position as the managing partner of Capital, MLB may, pursuant to Rule 13D-3 of the Act, be deemed to be the beneficial owner of 105,583 shares of the Stock, which constitutes approximately 1.0% of the outstanding shares of the Stock. PCIC Because of its position as the Trustee of MLB, the managing partner of Capital, PCIC may, pursuant to Rule 13D-3 of the Act, be deemed to be the beneficial owner of 105,583 shares of the Stock, which constitutes approximately 1.0% of the outstanding shares of the Stock. Cotham Because of his position as President of PCIC, the Trustee of MLB, the managing partner of Capital Partnership, MLB may, pursuant to Rule 13D-3 of the Act, be deemed to be the beneficial owner of 105,583 shares of the Stock, which constitutes approximately 1.0% of the outstanding shares of the Stock. (c) Keystone Acting through its President, Keystone has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 253,070 shares of the Stock. RMB In his capacity as President of Keystone with respect to 253,070 shares of the Stock, and because of his individual ownership of 189,077 shares of the Stock, RMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 442,147 shares of the Stock. Group Acting through its President, Group has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,928 shares of the Stock. Crandall In his capacity as the President of Group with respect to 1,928 shares of the Stock, and because of his individual ownership of 17,059 shares of the Stock, Crandall has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,987 shares of the Stock. Capital Acting through its President, Capital has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 105,583 shares of the Stock. MLB In its capacity as the managing partner of Capital, and acting through its Trustee, MLB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 105,583 shares of the Stock. PCIC In its capacity as the Trustee of MLB, the managing partner of Capital, and acting through its President, PCIC as the sole power to vote or to direct the vote and to dispose or to direct the disposition of 105,583 shares of the Stock. Cotham In his capacity as President of PCIC, the Trustee of MLB, the managing partner of Capital, Cotham has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 105,583 shares of the Stock. Item 10. Certifications. Not applicable. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: February 12, 1999 GROUP 31, INC. By: /s/ W.R. Cotham W.R. Cotham Vice President CAPITAL PARTNERSHIP By: MARGARET LEE BASS 1980 TRUST, Managing Partner By: PANTHER CITY INVESTMENT CO., Trustee By: /s/ W.R. Cotham W.R. Cotham, President MARGARET LEE BASS 1980 TRUST By: PANTHER CITY INVESTMENT CO., Trustee By: /s/ W.R. Cotham W.R. Cotham, President PANTHER CITY INVESTMENT CO. By: /s/ W.R. Cotham W.R. Cotham, President /s/ W.R. Cotham W.R. Cotham KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham Vice President By: /s/ W.R. Cotham Attorney-in-Fact for: J. TAYLOR CRANDALL (1) ROBERT M. BASS (2) (1) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of J. Taylor Crandall 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 Robert M. Bass previously has been filed with the Securities and Exchange Commission. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13G Exhibit 99.1 Pursuant to Rule 13d-1(k)(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 agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. GROUP 31, INC. By: /s/ W.R. Cotham W.R. Cotham Vice President CAPITAL PARTNERSHIP By: MARGARET LEE BASS 1980 TRUST, Managing Partner By: PANTHER CITY INVESTMENT CO., Trustee By: /s/ W.R. Cotham W.R. Cotham, President MARGARET LEE BASS 1980 TRUST By: PANTHER CITY INVESTMENT CO., Trustee By: /s/ W.R. Cotham W.R. Cotham, President PANTHER CITY INVESTMENT CO. By: /s/ W.R. Cotham W.R. Cotham, President /s/ W.R. Cotham W.R. Cotham KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham Vice President By: /s/ W.R. Cotham Attorney-in-Fact for: J. TAYLOR CRANDALL (1) ROBERT M. BASS (2) (1) A Power of Attorney authorizing W. R. Cotham, et. al., to act on behalf of J. Taylor Crandall 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 Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----