0000950142-13-001968.txt : 20130912 0000950142-13-001968.hdr.sgml : 20130912 20130912170514 ACCESSION NUMBER: 0000950142-13-001968 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130912 DATE AS OF CHANGE: 20130912 GROUP MEMBERS: ANNE T. BASS GROUP MEMBERS: CAPITAL GENPAR L.L.C. GROUP MEMBERS: CAPITAL PARTNERSHIP L.P. GROUP MEMBERS: FW INVESTMENT GENPAR L.P. GROUP MEMBERS: FW INVESTMENT GENPAR MGP LLC GROUP MEMBERS: FW PRIVATE INVESTMENTS L.P. GROUP MEMBERS: GROUP III 31 LLC GROUP MEMBERS: GROUP VI 31 L.L.C. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE GROUP L.P. GROUP MEMBERS: KEYSTONE MGP L.L.C. GROUP MEMBERS: LIVE OAK TRUST GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: STRATTON R. HEATH III GROUP MEMBERS: TONANDOWAH L.L.C. GROUP MEMBERS: WOODSIDE PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGAIN Corp CENTRAL INDEX KEY: 0001066194 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770466366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58033 FILM NUMBER: 131094692 BUSINESS ADDRESS: STREET 1: 1252 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 6502307500 MAIL ADDRESS: STREET 1: 1252 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: EGAIN COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIVE OAK TRUST CENTRAL INDEX KEY: 0001575798 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET, SUITE 2300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 MAIL ADDRESS: STREET 1: 201 MAIN STREET, SUITE 2300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 eh1301093_13da2-egain.htm AMENDMENT NO. 2 eh1301093_13da2-egain.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*


eGain Corporation
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
282225C103
(CUSIP Number)

John C. Kennedy
Paul, Weiss, Rifkind, Wharton & Garrison LLP
New York, NY 10019
(212) 373-3025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 10, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
*  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.
 
All ownership percentages set forth herein are based on there being 24,784,524 shares of Common Stock outstanding.
 
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 (the “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).
 
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 2 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Live Oak Trust
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
858,456
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
858,456
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
858,456
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 3 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Robert M. Bass
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
346,713 (1)
8
SHARED VOTING POWER
 
858,456 (2)
9
SOLE DISPOSITIVE POWER
 
346,713 (1)
10
SHARED DISPOSITIVE POWER
 
858,456 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,205,169 (1)(2)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(1)
Solely in his capacity as the manager of FW Investment Genpar MGP, LLC with respect to 346,713 shares of Common Stock.

(2)
Solely in his capacity as a trustee of Live Oak Trust with respect to 858,456 shares of Common Stock.  Robert M. Bass and Anne T. Bass are co-trustees of Live Oak Trust.
 

 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 4 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Anne T. Bass
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
858,456 (3)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
858,456 (3)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
858,456 (3)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(3)
Solely in her capacity as a trustee of Live Oak Trust.  See footnote (2) on the page relating to Robert M. Bass.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 5 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Keystone Group, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
9,300
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
9,300
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,300
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
  
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 6 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Keystone MGP, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
9,300 (4)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
9,300 (4)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,300 (4)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(4) 
Solely in its capacity as a general partner of Keystone Group, L.P.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 7 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stratton R. Heath III
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
9,300 (5)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
9,300 (5)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,300 (5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(5) 
Solely in his capacity as the manager of Keystone MGP, L.L.C.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 8 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
FW Private Investments, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
346,713
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
346,713
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
346,713
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 9 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
FW Investment Genpar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
346,713 (6)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
346,713 (6)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
346,713 (6)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(6) 
Solely in its capacity as the general partner of FW Private Investments, L.P.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 10 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
FW Investment Genpar MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
346,713 (7)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
346,713 (7)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
346,713 (7)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(7) 
Solely in its capacity as the general partner of FW Investment Genpar, L.P.
 

 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 11 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Capital Partnership, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
537,576
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
537,576
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
537,576
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 12 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Capital GenPar, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
537,576 (8)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
537,576 (8)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
537,576 (8)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(8) 
Solely in its capacity as the general partner of Capital Partnership, L.P.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 13 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Group VI 31, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
537,576 (9)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
537,576 (9)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
537,576 (9)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(9) 
Solely in its capacity as the sole member of Capital GenPar, L.L.C.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 14 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Group III 31, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,001
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,001
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,001
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 15 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
J. Taylor Crandall
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
596,791 (10) (11)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
596,791  (10) (11)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
596,791  (10) (11)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(10) 
(i) Solely in his capacity as the sole member of Group III 31, LLC with respect to 3,001 shares of Common Stock, (ii) solely in his capacity as trustee of The J. Taylor Crandall Revocable Trust with respect to 25,100 shares of Common Stock and (iii) solely in his capacity as the sole member of Group VI 31, L.L.C. with respect to 537,576 shares of Common Stock.
 
(11) 
Does not include an additional transfer of 1,500 shares of Common Stock to J. Taylor Crandall that is pending as of the date of this filing.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 16 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Woodside Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
41,325 (12)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
41,325 (12)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,325 (12)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(12) 
Includes 5,583 shares of Common Stock that will be transferred to Live Oak Trust pursuant to a transfer that is pending as of the date of this filing.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 17 of 22


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Tonandowah, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
41,325 (13) (14)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
41,325 (13) (14)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,325 (13) (14)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(13)
Solely in its capacity as the general partner of Woodside Partners, L.P.
 
(14) 
Includes 5,583 shares of Common Stock that will be transferred to Live Oak Trust pursuant to a transfer that is pending as of the date of this filing.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 18 of 22
 
 
Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D is filed by the undersigned to amend Schedule 13D, filed on May 13, 2013 (the “Original Filing”), as amended by Amendment No. 1 to the Schedule 13D filed on September 9, 2013 (“Amendment No. 1”). Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Original Filing.
 
Item 1.    Security and Issuer.
 
No material change.
 
Item 2.    Identity and Background.
 
No material change.
 
Item 3.    Source and Amount of Funds or Other Consideration.
 
Not applicable.
 
Item 4.    Purpose of Transaction.
 
No material change.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Item 5(a) is hereby amended and replaced by the addition of the following:
 
As of September 12, 2013, (i) Live Oak beneficially owns 858,456 shares of Common Stock or 3.5% of the issued and outstanding shares of the Common Stock; (ii) Mr. Bass, because of his positions as a trustee of Live Oak and the manager of FWI MGP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,205,169 shares of Common Stock or 4.9% of the issued and outstanding shares of Common Stock; (iii) Mrs. Bass, because of her position as a trustee of Live Oak may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 858,456 shares of Common Stock or 3.5% of the issued and outstanding shares of Common Stock; (iv) Keystone Group beneficially owns 9,300 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (v)  Keystone MGP, because of its position as general partner of Keystone Group, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 9,300 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (vi) Stratton R. Heath III, because of his position as manager of Keystone MGP, L.L.C., may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 9,300 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (vii) FWP Investments beneficially owns 346,713 shares of Common Stock or 1.4% of the issued and outstanding shares of Common Stock; (viii) FWI Genpar, because of its position as general partner of FWP Investments, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 346,713 shares of
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 19 of 22
 
Common Stock or 1.4% of the issued and outstanding shares; (ix) FWI MGP, because of its position as general partner of FWI Genpar, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 346,713 shares of Common Stock or 1.4% of the issued and outstanding shares; (x) Capital Partnership beneficially owns 537,576 shares of Common Stock or 2.2% of the issued and outstanding shares of Common Stock; (xi) Capital GenPar, because of its position as general partner of Capital Partnership, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 537,576 shares of Common Stock or 2.2% of the issued and outstanding shares; (xii) Group VI 31, because of its position as sole member of Capital GenPar, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 537,576 shares of Common Stock or 2.2% of the issued and outstanding shares; (xiii) Mr. Crandall beneficially owns 31,113 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock and, because of his positions as sole member of Group III 31, LLC, sole member of Group VI 31 and trustee of the J. Taylor Crandall Revocable Trust, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 565,677 shares of Common Stock or 2.3% of the issued and outstanding shares of Common Stock, for a combined total beneficial ownership of 596,791 shares of Common Stock or 2.4% of the issued and outstanding shares of Common Stock; (xiv) Woodside beneficially owns 41,325 shares of Common Stock or 0.2% of the issued and outstanding shares of Common Stock; and Tonandowah, because of its position as general partner of Woodside, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 41,325 shares of Common Stock or 0.2% of the issued and outstanding shares of Common Stock.
 
(b)           No material change.
 
(c)           Item 5(c) is hereby amended and supplemented by the addition of the following:
 
On September 10, 2013, Live Oak made a charitable gift of 563,124 shares of Common Stock. Other than as set forth herein and in Amendment No. 1, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
 
(d)           No material change.
 
(e)           Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Not applicable.
 
Item 7.    Material to be Filed as Exhibits.
 
No material change.
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 20 of 22
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  September 12, 2013
 
 
LIVE OAK TRUST
  
         
         
 
By:
ROBERT M. BASS
  
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Attorney-in-Fact
  
         
 
By:
ANNE T. BASS
  
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Attorney-in-Fact
  
         
     
 
ROBERT M. BASS
  
       
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Attorney-in-Fact
  
         
         
 
ANNE T. BASS
  
       
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Attorney-in-Fact
  
         
     
 
KEYSTONE GROUP, L.P.
  
       
       
 
By:
KEYSTONE MGP, L.L.C., its general partner
  
         
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
KEYSTONE MGP, L.L.C.
  
         
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 21 of 22
 
 
 
STRATTON R. HEATH III
  
       
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Attorney-in-Fact
  
         
         
 
FW PRIVATE INVESTMENTS, L.P.
  
       
       
 
By:
FW INVESTMENT GENPAR, L.P., its general partner
  
         
 
By:
FW INVESTMENT GENPAR MGP, LLC, its general partner
  
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
FW INVESTMENT GENPAR, L.P.
  
         
       
 
By:
FW INVESTMENT GENPAR MGP, LLC, its general partner
  
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
FW INVESTMENT GENPAR MGP, LLC,
  
         
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
     
 
CAPITAL PARNTERSHIP, L.P.
  
       
       
 
By:
CAPITAL GENPAR, L.L.C., its general partner
  
         
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
CAPITAL GENPAR, L.L.C.
  
         
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
     
 
GROUP VI 31, L.L.C.
  
       
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
     
 
 
 
 
 
 
CUSIP No. 282225C103
 SCHEDULE 13D
Page 22 of 22
 
 
 
GROUP III 31, L.L.C.
  
       
       
 
By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
   
Title:
Vice President
  
         
         
 
J. TAYLOR CRANDALL
  
       
       
  By:
/s/ Kevin G. Levy
  
   
Name:
Kevin G. Levy
  
    Title: Attorney-in-Fact  
         
     
 
WOODSIDE PARTNERS, L.P.
  
       
       
 
By:
TONANDOWAH, L.L.C., its general partner
  
         
 
By:
/s/ John H. Fant
  
   
Name:
John H. Fant
  
   
Title:
President
  
         
         
 
TONANDOWAH, L.L.C.
  
         
       
 
By:
/s/ John H. Fant
  
   
Name:
John H. Fant
  
   
Title:
President
  

Attention.  Intentional  misstatements  or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).