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Tudor Fund for Employees LP, et al. – ‘SC 13D/A’ on 6/26/96 re: Pacific Crest Capital Inc

As of:  Wednesday, 6/26/96   ·   Accession #:  950130-96-2383   ·   File #:  5-46233

Previous ‘SC 13D’:  ‘SC 13D/A’ on 6/26/96   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/26/96  Tudor Fund for Employees LP       SC 13D/A               1:28K  Pacific Crest Capital Inc         Donnelley R R & S… 02/FA
          Paul Tudor Jones, II
          The Raptor Global Fund L.P.
          The Raptor Global Fund Ltd.
          Tudor Arbitrage Partners L.P.
          Tudor BVI Futures, Ltd.
          Tudor Fund for Employees LP

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1 to Schedule 13D                       16     54K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
8Item 1. Security and Issuer
"Item 2. Identity and Background
9Item 3. Source and Amount of Funds or Other Consideration
10Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
11Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits 
SC 13D/A1st Page of 16TOC↑TopPreviousNext↓BottomJust 1st
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

SCHEDULE 13D
Under the Securities Exchange Act of 1934 

(Amendment No. 1) 

Pacific Crest Capital, Inc. 
--------------------------------------- 
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)

694166 10 9 
----------------------  
(CUSIP Number)  

Andrew S. Paul, Esq.
c/o Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, New York  10006 
(212) 602-6700
----------------------------------------  
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

December 18, 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 [ ].          

Page 1


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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Tudor Investment Corporation                                          
TIN: 22-2514825                                                       
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                              
------------------------------------------------------------                    
7  SOLE VOTING POWER          
NUMBER OF                  0                                                  
SHARES                -----------------------------------                 
BENEFICIALLY             8  SHARED VOTING POWER                                 
OWNED BY                  97,000                                            
EACH                 -----------------------------------                
REPORTING               9  SOLE DISPOSITIVE POWER                             
PERSON                   0                                                
WITH                 -----------------------------------                
10 SHARED DISPOSITIVE POWER   
97,000                  
------------------------------------------------------------                    
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
97,000                  
------------------------------------------------------------                    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        
                          [  ]
------------------------------------------------------------                    
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
3.3%                    
------------------------------------------------------------                    
14   TYPE OF REPORTING PERSON                                                   
CO                                                                    
------------------------------------------------------------                    

Page 2


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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Paul Tudor Jones, II                                                  
TIN:                                                                  
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
United States of America                                              
------------------------------------------------------------                    
7    SOLE VOTING POWER        
NUMBER OF                   0                                               
SHARES                -----------------------------------                 
BENEFICIALLY             8    SHARED VOTING POWER                               
OWNED BY                    105,300                                         
EACH                 -----------------------------------                
REPORTING               9    SOLE DISPOSITIVE POWER                           
PERSON                     0                                              
WITH                 -----------------------------------                
10   SHARED DISPOSITIVE POWER 
105,300             
------------------------------------------------------------                    
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
105,300             
------------------------------------------------------------                    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        
                          [  ]
------------------------------------------------------------                    
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
3.6%                
------------------------------------------------------------                    
14   TYPE OF REPORTING PERSON                                                   
IN                                                                    
------------------------------------------------------------                    

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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
The Raptor Global Fund Ltd.                                           
TIN:  n/a                                                             
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Cayman Islands                                                        
------------------------------------------------------------                    
7  SOLE VOTING POWER          
NUMBER OF                  0                                                  
SHARES                -----------------------------------                 
BENEFICIALLY             8  SHARED VOTING POWER                                 
OWNED BY                  20,400                                            
EACH                 -----------------------------------                
REPORTING               9  SOLE DISPOSITIVE POWER                             
PERSON                   0                                                
WITH                 -----------------------------------                
10 SHARED DISPOSITIVE POWER   
20,400                  
------------------------------------------------------------                    
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
20,400                  
------------------------------------------------------------                    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        
                          [  ]
------------------------------------------------------------                    
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
0.7%                    
------------------------------------------------------------                    
14   TYPE OF REPORTING PERSON                                                   
CO                                                                    
------------------------------------------------------------                    

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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
The Raptor Global Fund L.P.                                           
TIN: 13-3735415                                                       
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
----------------------------------------------------------                      
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                              
----------------------------------------------------------                      
7  SOLE VOTING POWER              
NUMBER OF                0                                                    
SHARES              -----------------------------------                   
BENEFICIALLY           8  SHARED VOTING POWER                                   
OWNED BY                17,600                                              
EACH               -----------------------------------                  
REPORTING             9  SOLE DISPOSITIVE POWER                               
PERSON                 0                                                  
WITH               -----------------------------------                  
10 SHARED DISPOSITIVE POWER       
17,600                      
----------------------------------------------------------                      
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
17,600                      
------------------------------------------------------------                    
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                                                   
PN                                                                    
------------------------------------------------------------                    

Page 5


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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Tudor Arbitrage Partners L.P.                                         
TIN:  13-3496979                                                      
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                              
------------------------------------------------------------                    
7  SOLE VOTING POWER          
NUMBER OF                  0                                                  
SHARES                -----------------------------------                 
BENEFICIALLY             8  SHARED VOTING POWER                                 
OWNED BY                  8,300                                             
EACH                 -----------------------------------                
REPORTING               9  SOLE DISPOSITIVE POWER                             
PERSON                   0                                                
WITH                 -----------------------------------                
10   SHARED DISPOSITIVE POWER 
8,300               
------------------------------------------------------------                    
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
8,300               
------------------------------------------------------------                    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        
                          [  ]
------------------------------------------------------------                    
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
0.3%                
------------------------------------------------------------                    
14   TYPE OF REPORTING PERSON                                                   
PN                                                                    
------------------------------------------------------------                    

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---------------------                                                           
CUSIP NO. 694166 10 9                                                           
---------------------                                                           
------------------------------------------------------------                    
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Tudor BVI Futures, Ltd.                                               
TIN: n/a                                                              
------------------------------------------------------------                    
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                     (a)  [  ]
                     (b)  [X ]
------------------------------------------------------------                    
3.   SEC USE ONLY                                                               

------------------------------------------------------------                    
4.   SOURCE OF FUNDS                                                            
OO                                                                    
------------------------------------------------------------                    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                            
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                               
                          [  ]
------------------------------------------------------------                    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
British Virgin Islands                                                
------------------------------------------------------------                    
7  SOLE VOTING POWER          
NUMBER OF                  0                                                  
SHARES                -----------------------------------                 
BENEFICIALLY             8  SHARED VOTING POWER                                 
OWNED BY                  59,000                                            
EACH                 -----------------------------------                
REPORTING               9  SOLE DISPOSITIVE POWER                             
PERSON                   0                                                
WITH                 -----------------------------------                
10 SHARED DISPOSITIVE POWER   
59,000                  
------------------------------------------------------------                    
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                                
59,000                  
------------------------------------------------------------                    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        
                          [  ]
------------------------------------------------------------                    
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
2.0%                    
------------------------------------------------------------                    
14   TYPE OF REPORTING PERSON                                                   
CO                                                                    
------------------------------------------------------------                    

Page 7


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Item 1.   Security and Issuer                                                   
-------------------                                         

          This Amendment No. 1, dated June 26, 1996 to Statement on Schedule 13D
relates to the common stock, par value $.01 per share ("Common Stock"), of      
Pacific Crest Capital, Inc., a Delaware corporation (the "Company"), and amends 
the Schedule 13D previously filed by Tudor Investment Corporation, a Delaware   
corporation ("TIC"), Paul Tudor Jones, II, a natural person and a citizen of the
United States ("Mr. Jones"), The Raptor Global Fund Ltd., a company organized   
under the laws of the Cayman Islands ("Raptor Ltd."), The Raptor Global Fund    
L.P., a Delaware limited partnership ("Raptor L.P."), Tudor Arbitrage Partners  
L.P., a Delaware limited partnership ("TAP), Tudor BVI Futures, Ltd., a         
corporation organized under the laws of the British Virgin Islands ("Tudor BVI",
and collectively with TIC, Mr. Jones, Raptor Ltd., Raptor L.P. and TAP, the     
"Reporting Persons") and Danforth, L.P. ("Danforth")./*/ The summaries of       
information on schedules attached hereto are qualified in their entirety by     
reference to such schedules, which are incorporated by reference herein.        

      The Company's principal executive offices are located at 30343 Canwood
Avenue, Agoura Hills, California 91301.                                         

Item 2.  Identity and Background.                                               
-----------------------                                       

   The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor L.P.,
TAP and Tudor BVI.  The business address of each of TIC, Mr. Jones, Raptor      
L.P. and TAP is c/o Tudor Investment Corporation, 600 Steamboat Road,           
Greenwich, Connecticut 06830.  The business address of each of Raptor Ltd. and  
Tudor BVI is c/o Curacao International Trust Company N.V., Kaya Flamboyan 9,    
Curacao, Netherlands Antilles.                                                  

      TIC is an international money management firm that provides investment
advice to Raptor Ltd., Raptor L.P. and Tudor BVI, among others.                 

  Mr. Jones' principal employment is as Chairman and Chief Executive
Officer of TIC of which he owns a majority of the capital stock and voting      
securities.                                                                     

---------------                                                                 
/*/ For purposes of this Statement on Schedule 13D the Reporting Persons have   
filed as a "group".  Nevertheless, the Reporting Persons hereby disclaim that   
they are members of a "group" for purposes of Section 13(d) of the Securities   
Exchange Act of 1934 or for any other purpose.                                  

Page 8


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        Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI is an investment
fund which principally invests in debt, equity, derivative securities and   
  other financial instruments for the benefit of the holders of its partnership,
stock and other capital securities.                                         

         The name, residence or business address, present principal occupation
 or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship
 of each natural person that is a director or executive officer of TIC, Raptor
Ltd. or Tudor BVI is set forth on Schedule I hereto and is incorporated by  
reference herein.  TIC is the sole general partner of Raptor L.P.           

   Effective as of July 31, 1995, TIC ceased to provide investment
  advisory services to Danforth.  Accordingly, Danforth is no longer included as
a reporting person.                                                         

        During the last five years, none of the Reporting Persons, or to the
best knowledge and belief of the Reporting Persons, any of the individuals  
listed on Schedule I hereto, has been convicted in a criminal proceeding    
 (excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent        
  jurisdiction as a result of which any Reporting Person or any person listed on
Schedule I was or is subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such law.                       

Item 3.  Source and Amount of Funds or Other Consideration.                 
-------------------------------------------------         

         The shares of Common Stock beneficially owned by each of Raptor Ltd.,
Raptor L.P., TAP and Tudor BVI were acquired in open market purchases for   
  cash.  The sources of the funds used to purchase the shares of Common Stock by
  each of the Reporting Persons were (i) capital contributions to such Reporting
Person, (ii) the proceeds of transactions with respect to prior investments 
held by such Reporting Persons, and (iii) cash borrowed pursuant to margin  
 loans with Morgan Stanley & Co. Incorporated, which are secured by all of the
shares of Common Stock held by each such Reporting Person.                  

Page 9


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Item 4.  Purpose of Transaction.                                            
----------------------                                    

          Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI initially acquired
the Common Stock beneficially owned by such Reporting Person for investment 
purposes.  Each of such Reporting Persons intends to continue to evaluate   
 their respective investments in Common Stock based on the Company's financial
 condition, results of operations and prospects as well as other then existing
 or anticipated facts and circumstances including general economic, market and
other financial conditions.  Accordingly, each of the Reporting Persons     
reserves the right to change its plans and intentions with respect to its   
 investment in securities of the Company at any time, as it deems appropriate.
 In particular, each of the Reporting Persons may at any time and from time to
time (i) acquire additional shares of Common Stock, (ii) dispose of Common  
Stock, or (iii) enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of its 
positions in the Common Stock.  There can be no assurance that any Reporting
Person will increase or decrease his investment in the Company or as to the 
number of shares of Common Stock or derivative securities that may be bought
or sold in any such transactions.                                           

   Except as set forth in this Schedule 13D, none of the Reporting
Persons currently has any plans or proposals which relate to or would result
in any of the transactions, actions or events enumerated in paragraphs (a)  
through (j) of the instructions to Item 4 of Schedule 13D.                  

Item 5.  Interest in Securities of the Issuer.                              
------------------------------------                      

      There have been no transactions by the Reporting Persons since the
transactions on June 21, 1995 which were previously reported in the Schedule
13D.                                                                        

       As of December 18, 1995, as a result of the conversion of shares of
preferred stock for Common Stock by certain of the Company's shareholders   
other than the Reporting Persons, none of the Reporting Persons remained the
 beneficial owner, pursuant to Rule 13(d)(1)(i), of more than 5% of the Common
Stock of the Company.                                                       

       Because TIC is the sole general partner of Raptor L.P. and provides
investment advisory services to Raptor Ltd., Raptor L.P. and Tudor BVI, TIC 
 may be deemed to beneficially own the shares of Common Stock owned by each of
  such Reporting Persons.  In addition, because Mr. Jones owns a majority of the
capital stock and voting securities of TIC and indirectly owns a majority of
the equity interests in the general partner of TAP, Mr. Jones may be        

Page 10 


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deemed to beneficially own the shares of Common Stock deemed beneficially   
owned by TIC and TAP.                                                       

   Based on the information provided by the Company that there are
approximately 2,959,698 shares of Common Stock issued and outstanding, each 
  Reporting Person beneficially owns (or, with respect to TIC and Mr. Jones, may
  be deemed to beneficially own) the number and percentage of outstanding shares
of Common Stock listed in the responses to Items 11 and 13, respectively, of
the cover page filed herewith for such Reporting Person.  In addition, the  
number of shares of Common Stock beneficially owned (or, with respect to TIC
and Mr. Jones, which may be deemed beneficially owned) by each Reporting    
 Person with respect to which such Reporting Person (i) has sole voting power,
(ii) shares voting power, (iii) has sole dispositive power and (iv) shares  
dispositive power are listed in the responses to Items 7, 8, 9 and 10,      
  respectively, of the cover page filed herewith for such Reporting Person.  The
voting and dispositive power is reported as shared because each of the      
Reporting Persons (other than TIC and Mr. Jones) has the power to remove TIC
as its investment advisor or general partner.  Each of the Reporting Persons
 (other than TIC and Mr. Jones) expressly disclaim beneficial ownership of the
shares of Common Stock beneficially owned by any other Reporting Person and 
each of TIC and Mr. Jones disclaim beneficial ownership of the Common Stock 
beneficially owned by Raptor Ltd., Raptor L.P., TAP, Tudor BVI.             

Item 6.  Contracts, Arrangements, Understandings                            
or Relationships with Respect to Securities               
of the Issuer                                             
-------------------------------------------               

          Except as set forth in this Schedule 13D, none of the Reporting Person
 has any contracts, arrangements, understandings or relationships with respect
to securities of the Company.                                               

Item 7.  Material to Be Filed as Exhibits                                   
--------------------------------                          

(1) Joint Filing Agreement (previously filed)               

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SIGNATURE           

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true,      
complete and correct.                                                       

Dated:  June 26, 1996                                                       

    TUDOR INVESTMENT CORPORATION

By:  /s/ Andrew S. Paul 
    ------------------
Name:  Andrew S. Paul   
Title: Vice President & 
     General Counsel

  /s/ Paul Tudor Jones, II
  ------------------------
Paul Tudor Jones, II  

     THE RAPTOR GLOBAL FUND LTD.

           By: TUDOR INVESTMENT CORPORATION,
     Trading Advisor

         By:  /s/ Andrew S. Paul
              --------------------
       Name:  Andrew S. Paul
         Title: Vice President &
               General Counsel

     THE RAPTOR GLOBAL FUND L.P.

           By: TUDOR INVESTMENT CORPORATION,
       General Partner

       By:  /s/ Andrew S. Paul
              --------------------
     Name:  Andrew S. Paul
       Title: Vice President &
             General Counsel

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       TUDOR ARBITRAGE PARTNERS L.P.

       By: TUDOR GLOBAL TRADING LLC,
     General Partner

         By:  /s/ Andrew S. Paul
                --------------------
       Name:  Andrew S. Paul
         Title: Vice President &
               General Counsel

 TUDOR BVI FUTURES, LTD.

           By: TUDOR INVESTMENT CORPORATION,
       Trading Advisor

        By: /s/ Andrew S. Paul
            ------------------
       Name:  Andrew S. Paul
         Title: Vice President &
               General Counsel

Page 13 


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                                                  Schedule I

EXECUTIVE OFFICERS AND DIRECTORS  
OF THE REPORTING PERSONS  

I.  TIC                                                                         

The name, residence or business address, present principal  
occupation or employment, the name, principal business and address of any       
corporation or other organization in which such employment is conducted and     
the citizenship of each executive officer or director of TIC is set forth       
below. Unless otherwise indicated (i) the principal occupation or employment    
of such person is as an executive officer or director of TIC, (ii) the          
business address of such person is c/o TIC at the address of TIC set forth      
under Item 2 of this Schedule 13D, (iii) such person is a citizen of the        
United States and (iv) to the knowledge of the Reporting Persons, such person   
does not beneficially own and has not had any transactions in the Common        
Stock.                                                                          

 Principal Occupation/
Name                          Business Address                                  
----                          -----------------------------                     

Paul Tudor Jones, II/*/  Chairman of the Board of Directors, Chief              
Executive Officer of TIC.     

Mark F. Dalton           Director, President and Chief Operating                
Officer of TIC.               

Patrick A. Keenan        Director, Vice President and Chief                     
Financial Officer of TIC.     

Mark A. Heffernan        Director of TIC.  Mr. Heffernan trades in              
Citizen of United        securities and other financial instruments             
Kingdom                  for Tudor Proprietary Trading L.L.C. and certain       
                  investment funds advised by Tudor Capital (U.K),
              L.P., both of which are located at The Upper
                       Mill, Kingston Road, Ewell, Surrey KT17 2AF, England.

Andrew S. Paul           Director, Vice President, General                      
         Counsel and Corporate Secretary of TIC.

Richard L. Fisher        Director of TIC.  Mr. Fisher is Vice President of      
                         Investments and Acquisitions and a Managing Director of
                         Dunavant Enterprises, Inc., 3797 Getwell Road, Memphis,
TN  38118.                    

---------------                                                                 
/*/ See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential    
beneficial ownership of Common Stock.                                   

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II.  RAPTOR LTD.                                                                

         The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or   
other organization in which such employment is conducted and the citizenship of 
each executive officer or director of Raptor Ltd. is set forth below. Unless    
otherwise indicated (i) the principal occupation or employment of such person is
as set forth below, (ii) the business address of such person is c/o Inter       
Caribbean Services Ltd., (iii) such person is a citizen of the country set forth
below and (iv) to the knowledge of the Reporting Persons, such person does not  
beneficially own and has not had any transactions in the Common Stock.          

             Principal Occupation/
Name                                Business Address                            
----                                -------------------------------             

Inter Caribbean Services Ltd. Director of Raptor Ltd. The principal             
Incorporated in British       place of business of Inter Caribbean              
Virgin Islands                Services Ltd. is c/o Curacao                      
                            International Trust Company N.V. ("CITCO"), Kaya
              Flamboyan 9, Netherlands Antilles.

Bernard A. Loze               Director of Raptor Ltd. Chairman and Chief        
Citizen of France             Executive Officer of Loze et Associe, 43, Avenue  
                    Marceau, Paris 75116, France, which is a
                       consulting firm that provides financial and
                       investment advice to international clients.

Arpad A. Busson               Director of Raptor Ltd. Chairman of European      
Citizen of France             Investment Managers, c/o Harney, Westwood &       
                             Riegels, P.O. Box 71, Road Town, Tortola, British
                           Virgin Islands, which is a consulting and money
management firm.    

Page 15 


SC 13D/ALast Page of 16TOC1stPreviousNext↓BottomJust 16th

III.  TUDOR BVI                                                                 

         The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or   
other organization in which such employment is conducted and the citizenship of 
each executive officer or director of Tudor BVI is set forth below.  To the     
knowledge of the Reporting Persons, the below listed persons neither currently  
beneficially own nor have had any transactions in the Common Stock.             

                     Principal Occupation/
Name                                    Business Address                        
----                                    -------------------------------         

Inter Caribbean Services Ltd. Director of Tudor BVI.  See information under     
Raptor Ltd.         

David P. d'Abrumenil          Director of Tudor BVI.                            
Citizen of United Kingdom     Chairman, Lionspring Enterprises Limited, 36 John 
                        Street, London WC1N 2AT, England, which is a
      financial consulting firm.

Jean-Pierre Jacquemoud        Director of Tudor BVI. Attorney,                  
Citizen of Switzerland        Jacquemoud & Stanislas, 2, rue Bellow,            
     Geneva 1206, Switzerland.

Bernard A. Loze               Director of Tudor BVI.  See information           
under Raptor Ltd.   

Arpad A. Busson               Director of Tudor BVI.  See information           
under Raptor Ltd.   

Page 16

Dates Referenced Herein   and   Documents Incorporated by Reference

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