<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
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. 1)(1)
PARTY CITY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
702145103
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(CUSIP Number)
SPECIAL VALUE BOND FUND, LLC
C/O TENNENBAUM & CO., LLC
11100 SANTA MONICA BOULEVARD, SUITE 210
LOS ANGELES, CALIFORNIA 90025
(310) 566-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 1, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ].
(Continued on the following pages)
Page 1 of 10 Pages
(1) 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.
<PAGE> 2
SCHEDULE 13D
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CUSIP NO. 702145103 PAGE 2 OF 10
- --------------------------------- --------------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SPECIAL VALUE BOND FUND, LLC
IRS NO.: 95-4758920
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 3,096,000 SHARES(1)
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%(2)
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14 TYPE OF REPORTING PERSON*
OO
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(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,455,538 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 16,
1999, AS REPRESENTED BY PARTY CITY CORPORATION IN THE SECURITIES
PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND COMPUTED IN
ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
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CUSIP NO. 702145103 PAGE 3 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SVIM/MSM, LLC
IRS NO.: 95-4760193
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 3,096,000 SHARES(1)
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,455,538 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 16,
1999, AS REPRESENTED BY PARTY CITY CORPORATION IN THE SECURITIES
PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND COMPUTED IN
ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
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CUSIP NO. 702145103 PAGE 4 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
IRS NO.: 95-4759860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 3,096,000 SHARES(1)
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,455,538 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 16,
1999, AS REPRESENTED BY PARTY CITY CORPORATION IN THE SECURITIES
PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND COMPUTED IN
ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
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CUSIP NO. 702145103 PAGE 5 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TENNENBAUM & CO., LLC
IRS NO.: 95-4587347
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 3,096,000 SHARES(1)
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,455,538 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 16,
1999, AS REPRESENTED BY PARTY CITY CORPORATION IN THE SECURITIES
PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND COMPUTED IN
ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
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CUSIP NO. 702145103 PAGE 6 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL E. TENNENBAUM
S.S. NO.: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 3,096,000 SHARES(1)
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,455,538 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 16,
1999, AS REPRESENTED BY PARTY CITY CORPORATION IN THE SECURITIES
PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND COMPUTED IN
ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
PAGE 7 OF 10
ITEM 1. SECURITY AND ISSUER.
This statement relates to the beneficial ownership of 3,096,000
shares of Common Stock, par value $.01 per share ("Common Stock"), of Party City
Corporation, a Delaware corporation ("Party City"). The principal executive
offices of Party City are located at 400 Commons Way, Rockaway, New Jersey
07866.
ITEM 2. IDENTITY AND BACKGROUND.
Special Value Bond Fund, LLC is a limited liability company
organized under the laws of the State of Delaware ("SVBF"). SVBF's address is
11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025. The
principal business of SVBF is making investments and managing assets.
The managing member of SVBF is SVIM/MSM, LLC, a limited
liability company organized under the laws of the State of Delaware
("SVIM/MSM"). The investment advisor to SVBF is Special Value Investment
Management, LLC, a limited liability company organized under the laws of the
State of Delaware ("SVIM"). The managing member of each of SVIM/MSM and SVIM is
Tennenbaum & Co., LLC, a limited liability company organized under the laws of
the State of Delaware ("TCO"). The managing member of TCO is Michael E.
Tennenbaum, a United States citizen. Each of SVIM/MSM, SVIM and TCO have the
same principal business and address as that of SVBF. Mr. Tennenbaum's principal
occupation is serving as managing member of TCO and his address is the same as
that of SVBF. SVBF, SVIM/MSM, SVIM, TCO and Mr. Tennenbaum are collectively
referred to herein as the "Reporting Persons."
During the last five years, the Reporting Persons have not been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of the proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The statement relates to the acquisition by the Reporting
Persons of a warrant dated as of August 16, 1999 (the "Warrant") to purchase
3,096,000 shares of Common Stock of Party City. Party City issued the Warrant
pursuant to that certain Securities Purchase Agreement between Party City and
TCO dated as of August 16, 1999 (the "Securities Purchase Agreement"). The
Warrant was acquired by TCO along with certain secured notes of Party City in
the aggregate principal amount of $6,750,000. The aggregate purchase price for
the Warrant and such secured notes from Party City was $6,750,000. The source of
funds for the purchase of the Warrant and the secured notes by TCO was a margin
account of the Reporting Persons with Jeffries & Company, Inc.
On September 1, 1999, SVBF purchased the Warrant and the secured
notes from TCO for aggregate consideration of $6,750,000. The source of funds
for the purchase of the Warrant and the secured notes from TCO was the working
capital of SVBF.
<PAGE> 8
PAGE 8 OF 10
Upon exercise of the Warrant in full, SVBF must pay an exercise
price of $3.00 per share for an aggregate exercise price of $9,288,000. It is
presently anticipated that the source of funds for the exercise price will be
SVBF's general working capital or the working capital of an affiliate.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Warrant for investment
purposes. They intend to monitor and evaluate the investment on a continuing
basis; and based upon their evaluation from time to time, they may, subject to
the terms of the Investor Rights Agreement (defined below), acquire additional
shares of Common Stock of Party City, dispose of the Warrant or the underlying
shares of Common Stock beneficially owned by them, submit one or more proposals
for the consideration of management of Party City, and/or communicate with other
stockholders of Party City.
Party City, Party City's Chairman and Chief Executive Officer,
TCO and certain other purchasers of secured notes and/or warrants of Party City
have entered into an Investor Rights Agreement dated as of August 16, 1999 (the
"Investor Rights Agreement"), pursuant to which a certain Party City board
member has resigned as a director of Party City and a nominee of the Reporting
Persons, Howard Levkowitz, and a nominee of the Other Purchasers, Matthew R.
Kahn, have become directors of Party City.
Except as set forth above, the Reporting Persons have no plans
or proposals that relate to or would result in any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting
Persons, however, may at any time and from time to time, review or reconsider
their position with respect to any of such matters.
The foregoing description of the Warrant, the Securities
Purchase Agreement and the Investor Rights Agreement is qualified in its
entirety by reference to the form of Warrant, form of Securities Purchase
Agreement and Investor Rights Agreement, copies of which have been filed as
exhibits to Party City's Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 25, 1999 (File No. 0-27826) and are
incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The shares of Common Stock identified in Item 1 issuable upon
exercise of the Warrant constitute approximately 19.9% of the outstanding Common
Stock of Party City, based upon the Company's representation in the Securities
Purchase Agreement of its outstanding shares of Common Stock as of August 16,
1999 and computed in accordance with Rule 13d-3(d)(1). Upon exercise of the
Warrant, SVBF will have the sole power of voting and disposition with respect to
the shares of Common Stock issuable upon such exercise. By reason of (i) Mr.
Tennenbaum's position as managing member of TCO, (ii) TCO's position as managing
member of SVIM/MSM and SVIM, (iii) SVIM/MSM's position as managing member of
SVBF and (iv) SVIM's position as investment advisor to SVBF, each of Mr.
Tennenbaum, TCO, SVIM/MSM and SVIM may be deemed to share such powers of voting
and disposition.
Except as described in this statement, the Reporting Persons
have not effected transactions in Party City's Common Stock within 60 days prior
to the date of this statement.
<PAGE> 9
PAGE 9 OF 10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for the Warrant, the Securities Purchase Agreement, the
Investor Rights Agreement and related documents executed in connection
therewith, to the knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Persons and any other person with respect to any securities of Party
City, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Copies of the form of Warrant, form of Securities Purchase
Agreement and Investor Rights Agreement have been filed as exhibits to Party
City's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826) and are incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement
Exhibit 2 Form of Warrant , dated August 16, 1999, of Party City
Corporation, incorporated herein by reference to Exhibit
4.1 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
Exhibit 3 Form of Securities Purchase Agreement, dated August 16,
1999 by and between Party City Corporation and Tennenbaum
& Co., LLC., incorporated herein by reference to Exhibit
4.6 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
Exhibit 4 Investor Rights Agreement, dated August 16, 1999 by and
between Party City Corporation, Tennenbaum & Co., LLC,
TCO/Party City, LLC, Enhanced Retail Funding, LLC,
Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P.,
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 10.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on August 25, 1999 (File No. 0-27826).
<PAGE> 10
PAGE 10 OF 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 10, 1999 SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC, its Managing Member
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
SVIM/MSM, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
TENNENBAUM & CO., LLC
By: /s/ Michael E. Tennenbaum
-------------------------------------
Michael E. Tennenbaum,
its Managing Member
/s/ Michael E. Tennenbaum
----------------------------------------
MICHAEL E. TENNENBAUM
<PAGE> 11
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Form of Warrant , dated August 16, 1999, of Party City
Corporation, incorporated herein by reference to Exhibit
4.1 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
Exhibit 3 Form of Securities Purchase Agreement, dated August 16,
1999 by and between Party City Corporation and Tennenbaum
& Co., LLC., incorporated herein by reference to Exhibit
4.6 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
Exhibit 4 Investor Rights Agreement, dated August 16, 1999 by and
between Party City Corporation, Tennenbaum & Co., LLC,
TCO/Party City, LLC, Enhanced Retail Funding, LLC,
Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P.,
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 10.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on August 25, 1999 (File No. 0-27826).
<PAGE> 12
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the Common Stock, par value $.01 per share, of Party City
Corporation, and further agree that this Agreement shall be included as an
Exhibit to such joint filing.
The undersigned further agree that each party hereto is
responsible for timely filing of such Statement on Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided that no party is responsible
for the completeness or accuracy of the information concerning the other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized,
hereby execute this agreement this 10th day of September, 1999.
SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC, its Managing Member
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
SVIM/MSM, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------
Michael E. Tennenbaum,
its Managing Member
TENNENBAUM & CO., LLC
By: /s/ Michael E. Tennenbaum
-------------------------------------
Michael E. Tennenbaum,
its Managing Member
/s/ Michael E. Tennenbaum
----------------------------------------
MICHAEL E. TENNENBAUM
