UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Amentment No. 2)
Under the Securities Exchange Act of 1934
Community Care Services, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
0002039081
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(CUSIP Number)
Alan J. Landauer
LTTR Home Care, LLC
99 Calvert Street
P.O. Box 839
Harrison, New York 10528
914-835-4200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1999
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box./ /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 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).
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CUSIP 0002039081 13D Page 2 of 16
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LTTR Home Care LLC; ID Number BTF6529122
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,126,250
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,126,250
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,126,250
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 29.68%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP 0002039081 13D Page 3 of 16
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan J. Landauer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,188,250
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 865,549
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,188,250
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,053,799
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 42.63%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 16
This amendment to Schedule 13D is being filed by LTTR Home Care LLC and
Alan J. Landauer pursuant to Section 13(d)(2) of the Securities Exchange Act of
1934, as amended with respect to ownership of shares of common stock, par value
$.01 par share (the "Common Stock") of Community Care Services, Inc., a New York
corporation (the "Issuer"). Unless otherwise indicated, information set forth in
the previous filings remain unchanged.
ITEM 4 PURPOSE OF TRANSACTION
Except as set forth herein, neither LTTR nor Alan J.
Landauer has any plans or proposals which relate to or would
result in (i) the acquisition by any other person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) a sale
or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; (iv) any material change in the
present capitalization or dividend policy of the Issuer; (v)
any other material change in the Issuer's business or
corporate structure; (vi) changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by
any person; (vii) causing the Common Stock to cease to be
authorized to be quoted on the Nasdaq Stock Market; (viii) the
termination of registration of the Common Stock pursuant to
Section 12(g)(4) of the Exchange Act; or (ix) any action
similar to any of those enumerated above. Notwithstanding the
foregoing, each of LTTR and Alan J. Landauer reserves the
right to effect any of such actions as it or he may deem
necessary or appropriate in the future.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
On April 6, 1999 LTTR and the Issuer entered into a
letter of intent, with some binding provisions (the "Letter of
Intent"), providing for the proposed acquisition by LTTR, or
an affiliate thereof, of the Issuer by way of merger. Under
the terms of the letter agreement, each shareholder of the
Issuer would receive $1.20 per share in cash from LTTR. The
consummation of the proposed transaction is subject to the
negotiation and execution of definitive agreements and
approval by the Issuer's shareholders. Pursuant to the Letter
of Intent, the Issuer granted LTTR the exclusive right to
negotiate for the acquisition of the Issuer through at least
May 18, 1999 or until either party delivers written notice
that negotiations toward a definitive agreement have
terminated. During such period, the Issuer generally will not
directly or indirectly solicit or entertain offers from a
third party or discuss or consider any proposal relating to an
acquisition. In addition, Deane L. Sloane, Mary Sloane, Craig
V. Sloane, Joshua Sloane and The Sloane Family Foundation (the
"Sloane Group"), the owners of an aggregate of 2,091,250
shares of Common Stock of the Issuer, also agreed to a period
of exclusive dealing with LTTR until the earlier of June 9,
1999 or the date on which written notice is given by either
LTTR or the Issuer that negotiations toward a definitive
agreement are terminated.
The foregoing descriptions are qualified in their
entirety be reference to the Letter of Intent and the letter
agreement among LTTR and members of the Sloane
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Page 5 of 16
Group which are attached hereto as Exhibits (a) and (b)
respectively and incorporated herein by reference in their
entirety.
ITEM 7 EXHIBITS
(a) Letter of Intent dated as of April 6, 1999, between
LTTR Home Care, LLC Community Care Services, Inc.
(b) Letter Agreement dated as of April 6, 1999, among
LTTR Home Care, LLC and Dean L Sloane, Mary Sloane,
Craig V. Sloane, Joshua Sloane and the Sloane Family
Foundation.
(c) Joint Filing Agreement
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: April 22, 1999
LTTR HOME CARE, LLC
By: /s/ Alan J. Landauer
--------------------------
Alan J. Landauer
Managing Director
ALAN J. LANDAUER
/s/ Alan J. Landauer
-----------------------------
Alan J. Landauer
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Page 6 of 16
EXHIBIT A
LTTR HOME CARE, LLC
April 5, 1999
Community Care Services, Inc.
18 Sargent Place
Mt. Vernon, New York 10550
Attention: Dean L. Sloane
Chairman of the Board
Re: Proposal to Purchase Stock of Community Care Services, Inc.
-----------------------------------------------------------
Gentleman:
This letter is intended to facilitate the negotiation of a
definitive written agreement (the "Definitive Agreement") providing for the
proposed acquisition by LTTR Home Care, LLC, or an affiliate thereof (the
"Buyer"), of Community Care Services, Inc. (the "Company"). In this letter, (i)
the Buyer and the Company are sometimes called the "Parties," (ii) the Company
and its subsidiaries are sometimes called the "Target Companies," and (iii) the
Buyer's acquisition of the stock of the Company is sometimes called the
"Acquisition."
PART ONE
The Parties wish to commence negotiating a Definitive Agreement
providing for the Acquisition. To facilitate the negotiation of a Definitive
Agreement, the Parties request that the Buyer's counsel prepare an initial
draft. The execution of any such Definitive Agreement would be subject to the
satisfactory completion of the Buyer's ongoing investigation of the Target
Companies' business, and would also be subject to approval by each Party's board
of directors and by the Company's stockholders.
Based on the information currently known to the Buyer, it is
proposed that the Definitive Agreement include the following terms:
1. BASIC TRANSACTION
The Buyer would acquire, by way of merger, the Company for the
merger consideration (the "Purchase Price") set forth in Paragraph 2 below. The
closing of this transaction (the "Closing") would occur as soon as possible
after obtaining approval of the Company's stockholders.
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Page 7 of 16
EXHIBIT A
2. PURCHASE PRICE
Based on approximately 7,162,891 shares of the Company's common
stock issued and outstanding, the Purchase Price would be $1.20 per share in
cash paid at or after the Closing upon the delivery by the stockholders of their
shares of common stock of the Company.
3. STOCKHOLDERS' AGREEMENT
Concurrent with the execution of the Definitive Agreement, Dean L.
Sloane, Craig V. Sloane, Mary Sloane, Joshua Sloane and the Sloane Family
Foundation ( the "Sloane Group") would enter into an agreement with Buyer (the
"Stockholders' Agreement") under which the Sloane Group would agree to vote all
shares of the Company owned by each of the members of the Sloane Group (not less
than 2,091,250 shares) in favor of the Merger and by which each would give an
irrevocable proxy to Buyer to vote such shares in such member's name and on such
member's behalf at any meeting of stockholders or in response to any
solicitation of proxies with respect to this or any other transaction for a
period of six (6) months from the date of such agreement.
4. BREAK-UP FEE
The Definitive Agreement would contain a provision which would
obligate the Company to pay to Buyer compensation in the event that the Company
fails to complete the Merger, other than by reason of the failure of the Company
to obtain stockholder approval. The Company's Board of Directors would recommend
approval of the Merger to stockholders in a proxy solicitation prepared by the
Company and distributed to all stockholders as soon as practicable.
5. NEGOTIATION OF DEFINITIVE AGREEMENT
The Parties will use all reasonable means to cause the Definitive
Agreement to be drafted, fully negotiated and executed within thirty (30)
business days of the date the Company counter-signs this letter.
6. CONSULTING AND NONCOMPETITION AGREEMENTS
At the Closing, Dean L. Sloane and Craig V. Sloane would each enter
into a three-year consulting agreement, including a covenant not to compete, for
$110,000 per year for Dean L. Sloane and $26,000 per year for Craig V. Sloane.
The financial obligations under such agreements would (i) accelerate in the
event of a change of control of the Buyer (which would not include a change of
control involving an affiliate of the Buyer) and (ii) be guaranteed by Alan J.
Landauer.
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Page 8 of 16
EXHIBIT A
7. OTHER TERMS
The Company would make comprehensive representations and warranties
to the Buyer, and would provide comprehensive covenants, indemnities and other
protections for the benefit of the Buyer. The consummation of the contemplated
transactions by the Buyer would be subject to the satisfaction of various
conditions, including definitive financing arrangements.
PART TWO
The following paragraphs of this letter (the "Binding Provisions")
are the legally binding and enforceable agreements of the Parties.
1. ACCESS
During the period from the date this letter is signed by the
Company (the "Signing Date") until the date on which either Party provides the
other Party with written notice that negotiations toward a Definitive Agreement
are terminated (the "Termination Date"), the Company will afford the Buyer full
and free access to each Target Company, its personnel, properties, contracts,
books and records, and all other documents and data.
2. EXCLUSIVE DEALING
Until the later of (i) 30 business days after the Signing Date or
(ii) the Termination Date:
(a) the Company will not and will cause the Target Companies not
to, directly or indirectly, through any representative or otherwise, solicit or
entertain offers from, negotiate with or in any manner encourage, discuss,
accept, or consider any proposal of any other person relating to the acquisition
of the shares or the Target Companies, their assets or business, in whole or in
part, whether directly or indirectly, through purchase, merger, consolidation,
or otherwise (other than sales of inventory in the ordinary course); and
(b) The Company will immediately notify the Buyer regarding any
contact between the Company, any Target Company or their respective
representatives and any other person regarding any such offer or proposal or any
related inquiry.
3. CONDUCT OF BUSINESS
During the period from the Signing Date until the Termination Date,
the Company shall cause the Target Companies to operate their businesses in the
ordinary course and to refrain from any extraordinary transactions.
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Page 9 of 16
EXHIBIT A
4. CONFIDENTIALITY
Except as and to the extent required by law, the Buyer will not
disclose or use, and will direct its representatives not to disclose or use to
the detriment of the Target Companies, any Confidential Information (as defined
below) with respect to the Target Companies furnished, or to be furnished, by
either the Target Companies or their respective representatives to the Buyer or
its representatives at any time or in any manner other than in connection with
its evaluation of the transaction proposed in this letter. For purposes of this
Paragraph, "Confidential Information" means any information about the Target
Companies stamped "confidential" or identified in writing as such to the Buyer
by the Company promptly following its disclosure, unless (a) such information is
already known to the Buyer or its representatives or to others not bound by a
duty of confidentiality or such information becomes publicly available through
no fault of the Buyer or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Acquisition, or (c) the furnishing
or use of such information is required by or necessary or appropriate in
connection with legal proceedings. Upon the written request of the Company, the
Buyer will promptly return to the Target Companies or destroy any Confidential
Information in its possession and certify in writing to the Company that it has
done so.
5. DISCLOSURE
Except as and to the extent required by law, without the prior
written consent of the other Party, neither the Buyer nor the Company will, and
each will direct its representatives not to make, directly or indirectly, any
public comment, statement, or communication with respect to, or otherwise to
disclose or to permit the disclosure of the existence of discussions regarding,
a possible transaction between the Parties or any of the terms, conditions, or
other aspects of the transaction proposed in this letter. If a Party is required
by law to make any such disclosure, it must first provide to the other Party the
content of the proposed disclosure, the reasons that such disclosure is required
by law, and the time and place that the disclosure will be made.
6. COSTS
The Buyer and the Company will be responsible for and bear all of
its own costs and expenses (including any broker's or finder's fees and the
expenses of its representatives) incurred at any time in connection with
pursuing or consummating the Acquisition.
7. ENTIRE AGREEMENT
The Binding Provisions constitute the entire agreement between the
Parties, and supersede all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing between the
Parties on the subject matter hereof. Except as
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Page 10 of 16
EXHIBIT A
otherwise provided herein, the Binding Provisions may be amended or modified
only by a writing executed by all of the Parties.
8. GOVERNING LAW
The Binding Provisions will be governed by and construed under the
laws of the State of New York without regard to conflicts of laws principles.
9. JURISDICTION: SERVICE OF PROCESS
Any action or proceeding seeking to enforce any provision of, or
based on any right arising out of, this letter may be brought against any of the
Parties in the courts of the State of New York, County of Westchester, or, if it
has or can acquire jurisdiction, in the United States District Court for the
Southern District of New York, and each of the Parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any Party anywhere in the world.
10. TERMINATION
The Binding Provisions will automatically terminate on May 15, 1999
and may be terminated earlier upon written notice by either Party to the other
Party unilaterally, for any reason or no reason, with or without cause, at any
time; provided, however, that the termination of the Binding Provisions will not
affect the liability of a Party for breach of any of the Binding Provisions
prior to the termination. Upon termination of the Binding Provisions, the
Parties will have no further obligations hereunder, except as stated in
Paragraphs 2, 4, 6, 7, 8, 9, 10, 11 and 12 of this Part Two, which will survive
any such termination.
11. COUNTERPARTS
This letter may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this letter and all of which,
when taken together, will be deemed to constitute one and the same agreement.
12. NO LIABILITY
The paragraphs and provisions of Part One of this letter do not
constitute and will not give rise to any legally binding obligation on the part
of any of the Parties or any of the Target Companies. Moreover, except as
expressly provided in the Binding Provisions (or as expressly provided in any
binding written agreement that the Parties may enter into in the future), no
past or future action, course of conduct, or failure to act relating to the
Acquisition, or relating to the negotiation of the terms of the Acquisition or
any Definitive Agreement, will
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Page 11 of 16
EXHIBIT A
give rise to or serve as a basis for any obligation or other liability on the
part of the Parties or any of the Target Companies.
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Page 12 of 16
EXHIBIT A
If you are in agreement with the foregoing, please sign and return
one copy of this letter agreement, which thereupon will constitute our agreement
with respect to its subject matter.
Very truly yours,
LTTR HOME CARE, LLC
By: /s/ Alan J. Landauer
--------------------------
Alan J. Landauer
Managing Director
Duly authorized, executed and agreed as to the Binding Provisions on April 6,
1999.
COMMUNITY CARE SERVICES, INC.
By: /s/ Dean L. Sloane
--------------------------
Name: Dean L. Sloane
Title: Chairman
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Page 13 of 16
EXHIBIT B
LTTR HOME CARE, LLC
April 5, 1999
Dean L. Sloane
Community Medical Transport, Inc.
4 Gannett Drive
White Plains, New York 10604
Exclusive Period to Negotiate Definitive Agreement
--------------------------------------------------
Dear Mr. Sloane:
This letter is intended to facilitate the negotiation of a definitive
written agreement ("Definitive Agreement") providing for the proposed
acquisition by LTTR Home Care, LLC, or an affiliate thereof (the "Buyer") of
Community Care Services, Inc. (the "Company"). You have represented that not
less than 2,091,250 shares of common stock of the Company are beneficially owned
by Dean L. Sloane, Mary Sloane, Joshua Sloane, Craig V. Sloane and the Sloane
Family Foundation (the "Sloane Group"). We understand that each member of the
Sloane Group acknowledges having read the letter of intent dated April 5, 1999
from the Buyer to the Company regarding the Buyer's proposal to purchase shares
of the Company and concurs with the intentions of the parties stated therein. In
this letter, (i) the Buyer and the Sloane Group are sometimes called the
"Parties," and (ii) the shares of common stock of the Company beneficially owned
by the Sloane Group are sometimes called the "Shares."
1. EXCLUSIVE DEALING
Until the earlier of (i) forty-five (45) business days after the
execution of this letter by the members of the Sloane Group or (ii) the date on
which either the Buyer or the Company provides the other party with written
notice that negotiations toward a Definitive Agreement are terminated, no member
of the Sloane Group will (a) transfer or encumber any interest (including
without limitation any voting interest) in the Shares, (b) solicit, initiate, or
encourage, directly or indirectly, the submission of any proposal or offer from
any person relating to the acquisition of the Shares or (c) participate in any
discussion or negotiations regarding, furnish any information with respect to,
assist or participate in, or facilitate in any other manner any effort or
attempt by any person to do or seek any of the foregoing. Each member of the
Sloane Group or his or her representative will notify the Buyer immediately if
any person makes any proposal, offer, inquiry, or contact with respect to any of
the foregoing.
<PAGE>
Page 14 of 16
EXHIBIT B
Community Care Services, Inc.
April 5, 1999 Page 2.
2. DISCLOSURE
Except as and to the extent required by law, without the prior written
consent of the other Party, neither the Buyer nor any member of the Sloane Group
will, and each will direct his or its representatives not to make, directly or
indirectly, any public comment, statement, or communication with respect to, or
otherwise to disclose or to permit the disclosure of the existence of
discussions regarding, a possible transaction between the Parties or any of the
terms, conditions, or other aspects of the transaction proposed in this letter.
If a Party is required by law to make any such disclosure, it must first provide
to the other Party the content of the proposed disclosure, the reasons that such
disclosure is required by law, and the time and place that the disclosure will
be made.
3. GOVERNING LAW
This letter agreement will be governed by and construed under the laws
of the State of New York without regard to conflicts of laws principles.
4. JURISDICTION: SERVICE OF PROCESS
Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this letter may be brought against any of the
Parties in the courts of the State of New York, County of Westchester, or, if it
has or can acquire jurisdiction, in the United States District Court for the
Southern District of New York, and each of the Parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any Party anywhere in the world.
5. INJUNCTIVE RELIEF
The Parties confirm that damages at law may be an inadequate remedy for
a breach or threatened breach of any provision hereof. The respective rights and
obligations hereunder shall be enforceable by specific performance, injunction
or other suitable remedy, but nothing herein contained is intended to or shall
limit or affect any rights at law or by statute or otherwise of any Party
aggrieved as against the other Party for a breach or threatened breach of any
provision hereof, it being the intention by this section to make clear the
agreement of the Parties that the respective rights and obligations of the
Parties hereunder shall be enforceable in equity as well as at law of otherwise.
6. COUNTERPARTS
This letter may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this letter and all of which, when
taken together, will be deemed to constitute one and the same agreement.
<PAGE>
Page 15 of 16
EXHIBIT B
Community Care Services, Inc.
April 5, 1999 Page 3.
If you are in agreement with the foregoing, please sign and return one
copy of this letter agreement, and have each member of the Sloane Group sign
where indicated, which thereupon will constitute the Parties' agreement with
respect to its subject matter.
Yours sincerely,
LTTR HOME CARE, LLC
By: /s/ Alan J. Landauer
--------------------------
Alan J. Landauer
Managing Director
Duly executed and agreed to on April 6, 1999
THE SLOANE GROUP
/s/ Dean L. Sloane
- ------------------------
Dean L. Sloane
/s/ Mary Sloane
- ------------------------
Mary Sloane
/s/ Craig V. Sloane
- ------------------------
Craig V. Sloane
/s/ Joshua Sloane
- ------------------------
Joshua Sloane
The Sloane Family Foundation
By: /s/ Dean L. Sloane
- ------------------------
Dean L. Sloane
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Page 16 of 16
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of an amendment to a Statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock of Community Care Services, Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filing. In evidence thereof, the undersigned hereby execute this Agreement
as of the 22nd day of April, 1999.
LTTR HOME CARE, LLC
By: /s/ Alan J. Landauer
----------------------
Alan J. Landauer
Managing Director
ALAN J. LANDAUER
/s/ Alan J. Landauer
-------------------------
Alan J. Landauer
