CANAL CAPITAL CORP, SC 13D/A, 1995-06-01

CANAL CAPITAL CORP
SC 13D/A, 1995-06-01
OPERATORS OF NONRESIDENTIAL BUILDINGS

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<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 32)*

Canal Capital Corporation
- - --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.01 per share
- - --------------------------------------------------------------------------------
(Title of Class of Securities)

913014106
- - --------------------------------------------------------------------------------
(CUSIP Number)

Asher B. Edelman, 717 Fifth Avenue,
New York, New York 10022
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

May 22, 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 this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1(a) 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 in 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 913014106 Page 2 of 151 Pages

<TABLE>
<S> <C> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Asher B. Edelman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /x/
5

CITIZENSHIP OR PLACE OF ORGANIZATION United States
6

SOLE VOTING POWER
7
78,900 (including options on 47,500 shares)
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 78,900 (including options on 47,500 shares)
PERSON WITH
SHARED DISPOSITIVE POWER
10
0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
78,900 (including options on 47,500 shares)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
See Item 5 /x/

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.82%

TYPE OF REPORTING PERSON*
14
IN
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 913014106 Page 3 of 151 Pages

NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Regina Edelman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION Brazil
6

SOLE VOTING POWER
7
217,050
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 217,050
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
217,050

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13 5.02%

TYPE OF REPORTING PERSON*
14
IN
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 913014106 Page 4 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
A.B. Edelman Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6

SOLE VOTING POWER
7
1,012,120
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 1,012,120
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
1,012,120

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.39%

TYPE OF REPORTING PERSON*
14
PN
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 913014106 Page 5 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Felicitas Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
WC,00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6

SOLE VOTING POWER
7
3,399
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 3,399
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
3,399

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%

TYPE OF REPORTING PERSON*
14
PN
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 913014106 Page 6 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
A.B. Edelman Management Company Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
Not applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /x/
5

CITIZENSHIP OR PLACE OF ORGANIZATION New York
6

SOLE VOTING POWER
7
0
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 0
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%

TYPE OF REPORTING PERSON*
14
CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 913014106 Page 7 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Datapoint Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
Not applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6

SOLE VOTING POWER
7
0
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9 0
REPORTING
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%

TYPE OF REPORTING PERSON*
14
CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
CUSIP No. 913014106 Page 8 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Aile Blanche, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
WC,00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6

SOLE VOTING POWER
7
8,400
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 8,400
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
8,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.19%

TYPE OF REPORTING PERSON*
14
C0
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 913014106 Page 9 of 151 Pages

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Arbitrage Securities Company

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
Not applicable

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /x/
5

CITIZENSHIP OR PLACE OF ORGANIZATION New York
6

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%

TYPE OF REPORTING PERSON*
14
PN
</TABLE>

<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Canal Capital Corporation Retirement Plan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /x/
(B) / /
2

SEC USE ONLY
3

SOURCE OF FUNDS*
4
WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5

CITIZENSHIP OR PLACE OF ORGANIZATION New York
6

SOLE VOTING POWER
7
26,620
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY SOLE DISPOSITIVE POWER
EACH 9
REPORTING 26,620
PERSON WITH
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
26,620

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.62%

TYPE OF REPORTING PERSON*
14
EP
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 11
<TABLE>
<S> <C>
Item 1, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Security and Issuer - Initial Filing - 6/1/84. . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Security and Issuer - Amendment No. 12 - 12/29/88 . . . . . . . . . . . . . . . . . . . . . 1

Item 2, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 2. Identity and Background - Initial Filing - 6/1/84. . . . . . . . . . . . . . . . . . . . . . . 2
Item 2. Identify and Background. - Amendment No. 1 - 7/1/84 . . . . . . . . . . . . . . . . . . . . . 2
Item 2. Identity and Background - Amendment No. 3 - 10/24/85. . . . . . . . . . . . . . . . . . . . . 3
Item 2. Identity and Background - Amendment No. 4 - 11/6/85. . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Identity and Background - Amendment No. 5 - 4/21/86 . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Identity and Background - Amendment No. 6 - 10/15/86. . . . . . . . . . . . . . . . . . . . . 5
Item 2. Identity and Background - Amendment No. 7 - 11/28/86 . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Identity and Background - Amendment No. 8 - 12/29/86 . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Identity and Background - Amendment No. 9 - 1/21/87 . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Identity and Background - Amendment No. 10 - 12/11/87. . . . . . . . . . . . . . . . . . . . . 8
Item 2. Identity and Background - Amendment No. 12 - 12/29/88 . . . . . . . . . . . . . . . . . . . . 12
Item 2. Identity and Background - Amendment No. 13 - 2/1/89 . . . . . . . . . . . . . . . . . . . . . 16
Item 2. Identity and Background - Amendment No. 15 - 4/20/89 . . . . . . . . . . . . . . . . . . . . . 17
Item 2. Identity and Background - Amendment No. 16 - 12/28/89 . . . . . . . . . . . . . . . . . . . . 18
Item 2. Identity and Background - Amendment No. 17 - 4/3/90 . . . . . . . . . . . . . . . . . . . . . 23
Item 2. Identity and Background - Amendment No. 18 - 6/29/90 . . . . . . . . . . . . . . . . . . . . . 24
Item 2. Identity and Background - Amendment No. 19 - 7/25/90 . . . . . . . . . . . . . . . . . . . . . 24
Item 2. Identity and Background - Amendment No. 21 - 10/11/90 . . . . . . . . . . . . . . . . . . . . 24
Item 2. Identity and Background - Amendment No. 22 - 12/28/90 . . . . . . . . . . . . . . . . . . . . 24
Item 2. Identity and Background - Amendment No. 24 - 4/11/91. . . . . . . . . . . . . . . . . . . . . 24
Item 2. Identity and Background - Amendment No. 25 - 10/7/91. . . . . . . . . . . . . . . . . . . . . 25
Item 2. Identity and Background - Amendment No. 26 - 10/10/91 . . . . . . . . . . . . . . . . . . . . 25
Item 2. Identity and Background - Amendment No. 27 - 12/6/91. . . . . . . . . . . . . . . . . . . . . 26
Item 2. Identity and Background - Amendment No. 28 - 1/14/92. . . . . . . . . . . . . . . . . . . . . 26
Item 2. Identity and Background - Amendment No. 29 - 5/6/92. . . . . . . . . . . . . . . . . . . . . . 27
Item 2. Identity and Background - Amendment No. 30 - 11/2/93. . . . . . . . . . . . . . . . . . . . . 28
Item 2. Identity and Background - Amendment No. 31 - 9/30/94. . . . . . . . . . . . . . . . . . . . . 31
Item 2. Identity and Background - Amendment No. 32, Current Filing - 5/31/95 . . . . . . . . . . . . . 33

Item 3, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Item 3. Source and Amount of Funds or Other Consideration - Initial Filing - 6/1/84. . . . . . . . . . 34
Item 3. Source and Amount of Funds of Other Consideration - Amendment No. 1 - 7/1/84 . . . . . . . . . 34
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 2 - 8/3/84. . . . . . . . . 35
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 3 - 10/24/85. . . . . . . . 35
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 4 - 11/6/85. . . . . . . . . 35
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 6 - 10/15/86 . . . . . . . . 37
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 7 - 11/28/86. . . . . . . . 37
Item 3. Source and Amount of Funds or Other Consideration -Amendment No. 8 - 12/29/86 . . . . . . . . 38
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 9 - 1/21/87 . . . . . . . . 39
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 10 - 12/11/87. . . . . . . . 41
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 12 - 12/29/88 . . . . . . . 43
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 13 - 2/1/89 . . . . . . . . 43
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 14 - 3/28/89 . . . . . . . . 44
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 15 - 4/20/89 . . . . . . . . 44
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 16 - 12/28/89 . . . . . . . 45
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 17 - 4/3/90 . . . . . . . . 46
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 18 - 6/29/90 . . . . . . . . 47
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 19 - 7/25/90 . . . . . . . . 47
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 20 - 7/16/90 . . . . . . . . 47
</TABLE>

Page 11 of 151
<PAGE> 12
<TABLE>
<S> <C>
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 21 - 10/11/90 . . . . . . . 48
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 22 - 12/28/90 . . . . . . . 48
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 23 - 1/2/91 . . . . . . . . 48
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 24 - 4/11/91. . . . . . . . 49
Item 3. Source and Amount of Funds or other Consideration - Amendment No. 25 - 10/7/91. . . . . . . . 49
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 26 - 10/10/91. . . . . . . . 49
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 27 - 12/6/91. . . . . . . . 49
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 28 - 1/14/92. . . . . . . . 49
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 29 - 5/6/92. . . . . . . . . 50
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 30 - 11/2/93. . . . . . . . 50
Item 3. Source and Amount of Funds or Other Consideration- Amendment No. 31 - 9/30/94. . . . . . . . . 50

Item 4, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Item 4. Purpose of Transaction - Initail Filing - 6/1/84. . . . . . . . . . . . . . . . . . . . . . 51
Item 4. Purpose of Transaction Amendment No. 2 - 8/3/84. . . . . . . . . . . . . . . . . . . . . . 51
Item 4. Purpose of Transaction - Amendment No. 25 - 10/7/91. . . . . . . . . . . . . . . . . . . . . . 51

Item 5, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Item 5. Interest in Securities of the Issuer - Initial Filing - 6/1/84. . . . . . . . . . . . . . . . 52
Item 5. Interest in Securities of the Issuer. - Amendment No. 1 - 7/1/84 . . . . . . . . . . . . . . . 52
Item 5. Interest in Securities of the Issuer - Amendment No. 2 - 8/3/84. . . . . . . . . . . . . . . . 53
Item 5. Interest in Securities of the Issuer - Amendment No. 3 - 10/24/85. . . . . . . . . . . . . . . 54
Item 5. Interest in Securities of the Issuer - Amendment No. 4 - 11/6/85. . . . . . . . . . . . . . . 55
Item 5. Interest in Securities of the Issuer. - Amendment No. 6 - 10/15/86 . . . . . . . . . . . . . . 58
Item 5. Interest-in Securities of the Issuer. - Amendment No. 7 - 11/28/86 . . . . . . . . . . . . . . 60
Item 5. Interest in Securities of the Issuer - Amendment No. 8 - 12/29/86. . . . . . . . . . . . . . . 64
Item 5. Interest in Securities of the Issuer. - Amendment No. 9 - 1/21/87 . . . . . . . . . . . . . . 66
Item 5. Interest in Securities of the Issuer - Amendment No. 10 - 12/11/87. . . . . . . . . . . . . . 70
Item 5. Interest in the Securities of the Issuer. - Amendment No. 11 - 12/16/87 . . . . . . . . . . . 73
Item 5. Interest in the Securities of the Issuer - Amendment No. 12 - 12/29/88 . . . . . . . . . . . . 74
Item 5. Interest in the Securities of the Issuer - Amendment No. 13 - 2/1/89 . . . . . . . . . . . . . 77
Item 5. Interest in the Securities of the Issuer - Amendment No. 14 - 3/28/89 . . . . . . . . . . . . 80
Item 5. Interest in the Securities of the Issuer - Amendment No. 15 - 4/20/89 . . . . . . . . . . . . 84
Item 5. Interest in the Securities of the Issuer - Amendment No. 16 - 12/28/89 . . . . . . . . . . . . 88
Item 5. Interest in the Securities of the Issuer - Amendment No. 17 - 4/3/90 . . . . . . . . . . . . . 91
Item 5. Interest in the Securities of the Issuer - Amendment No. 18 - 6/29/90 . . . . . . . . . . . . 94
Item 5. Interest in the Securities of the Issuer - Amendment No. 19 - 7/25/90 . . . . . . . . . . . . 97
Item 5. Interest in the Securities of the Issuer - Amendment No. 20 - 7/16/90 . . . . . . . . . . . . 100
Item 5. Interest in the Securities of the Issuer - Amendment No. 21 - 10/11/90 . . . . . . . . . . . . 103
Item 5. Interest in the Securities of the Issuer - Amendment No. 22 - 12/28/90 . . . . . . . . . . . . 106
Item 5. Interest in the Securities of the Issuer - Amendment No. 23 - 1/2/91 . . . . . . . . . . . . . 109
Item 5. Interest in the Securities of the Issuer - Amendment No. 24 - 4/11/91. . . . . . . . . . . . . 113
Item 5. Interest in the Securities of the Issuer - Amendment No. 25 - 10/7/91. . . . . . . . . . . . . 115
Item 5. Interest in the Securities of the Issuer - Amendment No. 26 - 10/10/91. . . . . . . . . . . . 117
Item 5. Interest in the Securities of the Issuer - Amendment No. 27 - 12/6/91. . . . . . . . . . . . . 120
Item 5. Interest in the Securities of the Issuer - Amendment No. 28 - 1/14/92. . . . . . . . . . . . . 123
Item 5. Interest in the Securities of the Issuer - Amendment No. 29 - 5/6/92. . . . . . . . . . . . . 125
Item 5. Interest in the Securities of the Issuer - Amendment No. 30 - 11/2/93. . . . . . . . . . . . . 128
Item 5. Interest in the Securities of the Issuer - Amendment No. 31 - 9/30/94. . . . . . . . . . . . . 130
Item 5. Interest in the Securities of the Issuer - Amendment No. 32, Current Filing - 5/31/95 . . . . 131

Item 6, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer - Initial Filing - 6/1/84 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
</TABLE>

Page 12 of 151
<PAGE> 13
<TABLE>
<S> <C>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
Issuer. - Amendment No. 1 - 7/1/84 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer - Amendment No. 2 - 8/3/84. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer. - Amendment No. 7 - 11/28/86 . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer - Amendment No. 16 - 12/28/89 . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer - Amendment No. 17 - 4/3/90 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer - Amendment No. 21- 10/11/90 . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer - Amendment No. 25 - 10/7/91. . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer - Amendment No. 28 - 1/14/92. . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer. Amendment No. 29 - 5/6/92 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

Item 7, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Item 7. Material to be Filed as Exhibits - Initial Filing - 6/1/84. . . . . . . . . . . . . . . . . . 136
Item 7. Material to be Filed as Exhibits - Amendment No. 3 - 10/24/85. . . . . . . . . . . . . . . . . 136
Item 7. Material to be Filed as Exhibits - Amendment No. 4 - 11/6/85. . . . . . . . . . . . . . . . . 136
Item 7. Material to be Filed as Exhibits - Amendment No. 7 - 11/28/86 . . . . . . . . . . . . . . . . 136
Item 7. Material to be filed as Exhibits - Amendment No. 10 - 12/11/87. . . . . . . . . . . . . . . . 136
Item 7. Material to be filed as Exhibits - Amendment No. 12 - 12/29/88 . . . . . . . . . . . . . . . . 136
Item 7. Material to be Filed as Exhibits - Amendment No. 15 - 4/20/89 . . . . . . . . . . . . . . . . 137
Item 7. Material to be Filed as Exhibits - Amendment No. 16 - 12/28/89 . . . . . . . . . . . . . . . . 137
Item 7. Material to be Filed as Exhibits - Amendment No. 25 - 10/7/91. . . . . . . . . . . . . . . . . 137
</TABLE>

Page 13 of 151

<PAGE> 14
ITEM 1, AS AMENDED

Item 1. Security and Issuer - Initial Filing - 6/1/84.

This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), issued by United Stockyards Corporation (the
"Company"), whose principal executive offices are at 277 Park Avenue, New York,
New York, 10017.

Item 1. Security and Issuer - Amendment No. 12 - 12/29/88

Item 1 is hereby supplemented by the addition of the following:

United Stockyards Corporation has changed its name to Canal
Capital Corporation (the "Company"). Canal Capital Corporation's principal
executive offices are at 717 Fifth Avenue, New York, New York 10022.

Page 14 of 151

<PAGE> 15
ITEM 2, AS AMENDED

Item 2. Identity and Background - Initial Filing - 6/1/84.

(a) This statement is filed by Plaza Securities Company,
a New York limited partnership ("Plaza"), Arbitrage Securities Company, a New
York limited partnership ("Arbitrage"), and Canran Associates I, L.P., a
Delaware limited partnership ("Canran"), with respect to the ownership by them
of shares of Common Stock. Plaza, Arbitrage and Canran are hereinafter
collectively sometimes referred to as "the Partnerships." This statement also
is filed by Asher B. Edelman with respect to his ownership of shares of the
Common Stock, and on behalf of Mr. Edelman as the sole general partner of
Arbitrage and Canran and as controlling general partner of Plaza, because, as a
result of his relationship to the Partnerships, he may be deemed to be the
"beneficial owner," by reason of Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Act"), of the shares of Common Stock owned by the
Partnerships. The general partners of Plaza, in addition to Mr. Edelman, are
Michael J. Nalevanko and Irving Garfinkel (the "Plaza General Partners").

(b) The principal office of the Partnerships, and the
business address of Mr. Edelman and of the other Plaza General Partners, is 717
Fifth Avenue, New York, New York, 10022.

(c) The principal business of each of Plaza and Arbitrage
is that of a broker-dealer in the securities business. The principal business
of Canran is to invest and trade in securities of Canal-Randolph Corporation,
the former parent corporation of the Company. The principal occupation of Mr.
Edelman is that of general partner of Plaza and Arbitrage. The principal
occupations of the Plaza General Partners other than Mr. Edelman are as general
partners of Plaza and as employees of Arbitrage.

(d) None of the Partnerships, Mr. Edelman or the other
Plaza General Partners has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Except as indicated on Schedule A annexed hereto,
none of the Partnerships, Mr. Edelman or the other Plaza General Partners has
during the last five years been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
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.

(f) Mr. Edelman and the other Plaza General Partners are
United States citizens.

Item 2. Identify and Background. - Amendment No. 1 - 7/1/84

Item 2 is hereby supplemented as follows:

(a) On July 1, 1984, Asco Partners, a New York general
partnership ("Asco"), became the general partner of Arbitrage, replacing Asher
B. Edelman as the sole general partner of Arbitrage; Mr. Edelman is the
controlling general partner of Asco the other general partners of Asco are
Gerald N. Agranoff, Howard R. Alper and Irving Garfinkel (together, these
individuals and Mr. Edelman are referred to as the "Asco General Partners").

On July 1, 1984, Howard R. Alper became an additional general
partner of Plaza; Michael C. Nelevanko had withdrawn as a general partner of
Plaza on June 30, 1984. Accordingly, the general partners of Plaza are Asher
B. Edelman, who is the controlling general partner of Plaza, Howard R. Alper
and Irving Garfinkel (the "Plaza General Partners").

(b) The principal office of the Partnerships and of Asco, and
the business address of Mr. Edelman, of the other Asco General Partners and of
the other Plaza General Partners, is 717 Fifth Avenue, New York, New York
10022.

(c) The principal business of Asco is that of sole
general partner of Arbitrage. The principal business of Mr. Edelman is that of
general partner of Plaza and Asco. The principal occupation of Mr. Agranoff

Page 15 of 151
<PAGE> 16
is that of general partner of Asco and an employee of Plaza. The principal
occupations of the Plaza General Partners other than Mr. Edelman are as general
partners of Plaza and Asco.

(d) None of Asco, Mr. Agranoff or Mr. Alper has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) None of Asco, Mr. Agranoff or Mr. Alper has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
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.

(f) Mr. Agranoff and Mr. Alper are United States citizens.

Item 2. Identity and Background - Amendment No. 3 - 10/24/85.

Item 2 is hereby supplemented as follows:

(a) This statement is filed on behalf of Datapoint
Corporation, a Delaware corporation ("Datapoint"), with respect to ownership by
Datapoint of shares of the Common Stock. This statement is also filed on
behalf of Datapoint's Employee Pension Plan (the "Pension Plan"), which has
also purchased shares of the Common Stock. The directors and executive
officers of Datapoint are identified in Schedule A hereto. The members of the
Pension Plan's Investment Committee are identified in Schedule B hereto.

(b) The principal office of Datapoint is located at 8119
Datapoint Drive, San Antonio, Texas 78229. The principal business address of
each of the directors and executive officers of Datapoint is listed in Schedule
A hereto. The principal business address of each of the members of the
Investment Committee of the Pension Plan is listed in Schedule B hereto.

(d) Datapoint has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).

(e) Except as indicated on Schedule C attached hereto,
Datapoint has not during the last five years been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such 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
thereto.

(f) Datapoint is a Delaware corporation. All of the officers
and directors of Datapoint are United States citizens. The Pension Plan is
organized under the laws of the State of Texas.

Item 2. Identity and Background - Amendment No. 4 - 11/6/85.

Item 2 is hereby supplemented as follows:

(a) This statement is filed on behalf of the Company's
Retirement Plan (the "Retirement Plan"), which has also purchased shares of the
Common Stock. The investments of the Retirement Plan are managed by the
Company's Executive Committee, composed of Asher R. Edelman, Raymond French and
Charles P. Stevenson, Jr.

(b) The principal office of the Retirement Plan is that
of the Company. The principal business addresses of the members of the
Executive Committee of the Company are listed in Schedule A hereto.

Page 16 of 151
<PAGE> 17
(d) The Retirement Plan has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).

(e) The Retirement Plan has not during the last five
years been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such 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 thereto.

(f) The Retirement Plan was organized under the laws of
the State of New York.

SCHEDULE A

(a) The members of the Company's Executive Committee are as follows:

<TABLE>
<CAPTION>
Name Business Address Present Principal Occupation
---- ---------------- ----------------------------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner, Plaza Securities Company, broker-
New York, New York 10022 dealer; General Partner, Asco Partners, the sole
general partner of Arbitrage Securities Company,
broker-dealer.

Raymond French 717 Fifth Avenue Chairman of the Board, Director and President,
New York, New York 10022 Canal-Randolph Corporation, real estate ownership
and development company; Director, Chairman of the
Board and President, United Stockyards Corporation,
public stockyard ownership, operation and leasing
company; general partner, Canal-Randolph Limited
Partnership, the successor liquidating partnership
to Canal-Randolph Corporation.

Charles P. Stevenson, Jr. 45 Rockefeller Plaza President, Capcor, Inc. diversified financial
Suite 3060 services company; President, Stevenson Capital
New York, New York 10011 Management Corp., financial services company.
</TABLE>

Item 2. Identity and Background - Amendment No. 5 - 4/21/86.

Item 2 is hereby supplemented as follows:

(a) This statement also is filed on behalf of Intelogic
Trace, Inc. Retirement Income Plan, a trust governed by the laws of New York
(the "IT Plan"), with respect to ownership by the IT Plan of shares of the
Common Stock.

As of January 1, 1986, Lief D. Rosenblatt became a general
partner of both Plaza and Asco.

Item 2(a) also is amended to correct the name of Datapoint
Corporation Employee Pension Plan to Datapoint Corporation Retirement Income
Plan (the "Datapoint Plan").

(b) The principal business address of the IT Plan is 8415
Datapoint Drive, San Antonio, Texas 78229. The principal business address of
Mr. Rosenblatt is 717 Fifth Avenue, New York, New York 10022.

Page 17 of 151
<PAGE> 18
(c) The principal business of the IT Plan is the
provision of pension benefits for the employees of Intelogic Trace, Inc. The
principal occupation of Mr. Rosenblatt is that of general partner of Plaza (a
broker-dealer) and of Asco, the sole general partner of Arbitrage (a
broker-dealer).

(d) None of the persons referred to in paragraph (a)
above has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) None of the persons referred to in paragraph (a)
above has, during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such 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
thereto.

(f) The IT Plan was organized under the laws of the State
of New York. Mr. Rosenblatt is a citizen of the United States.

Item 2. Identity and Background - Amendment No. 6 - 10/15/86.

Item 2(a) is supplemented as follows:

(a) Each of Datapoint, the Datapoint Plan and the IT Plan
exchanged all of its shares of Common Stock for shares of the Company's $1.30
Exchangeable Preferred Stock pursuant to the exchange offer made by the Company
to all of the holders of its Common Stock. Accordingly, each of such entities
is no longer covered by this statement.

Item 2. Identity and Background - Amendment No. 7 - 11/28/86

Item 2 is hereby supplemented as follows:

(a) This statement is also filed by Intelogic Trace,
Inc., a New York corporation ("IT"). Any disclosures herein with respect to
persons other than Group Members are made on information and belief after
making inquiry to the appropriate party.

The directors and executive officers of IT are set forth on
Schedule A hereto.

(b) The principal business address of IT is 8415
Datapoint Drive, San Antonio, Texas 78229. The principal business addresses of
the directors and executive officers of IT are set forth on Schedule A hereto.

(c) The principal business of IT is the provision of
maintenance services for computer, data communications and telecommunications
equipment. The principal occupations of the directors and executive officers
of IT are set forth in Schedule A hereto.

(d) None of the persons referred to in paragraph (a)
above has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) None of the persons referred to in paragraph (a)
above has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such 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.

Page 18 of 151
<PAGE> 19

Schedule A

Directors and Executive Officers of Intelogic Trace, Inc.

<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
---- ---------------- --------------------
<S> <C> <C>
Directors
---------
Asher B. Edelman (1) 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities
Company (Broker-Dealer); General
Partner, Plaza Securities Company
(Broker-Dealer)

Leon Botstein Bard College President, Bard College
Annandale-on-Hudson,
New York 12504

Edward P. Gistaro Datapoint Corporation President and Chief Executive Officer,
8119 Datapoint Drive Datapoint Corporation
San Antonio, Texas 78229

Daniel R. Kail Management Assistance Trustee, Management Assistance Inc.
Inc. Liquidating Trust Liquidating Trust
900 Third Avenue
New York, New York 10022

Burton Lehman 900 Third Avenue Attorney; Partner, Schulte Roth & Zabel
New York, New York 10022 law firm

Clark R. Mandigo Intelogic Trace, Inc. President, and Chief Executive Officer,
8415 Datapoint Drive Intelogic Trace, Inc.
San Antonio, Texas 78229

Michael E. Schulz 375 Park Avenue Attorney; Partner, Ehrenkranz Ehrenkranz
28th Floor and Schultz, law firm
New York, New York 10152

Charles P. Stevenson, 10 Oak Street President, Capcor, Inc., diversified
Jr. (1) P.O. Box 1390 financial services company; President,
Southhampton, NY 11968 Stevenson Capital Management Corp.,
financial services company
</TABLE>

---------------

(1) Also a trustee
of the IT Plan

Page 19 of 151

<PAGE> 20

Executive Officers
------------------

<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
---- ---------------- --------------------
<S> <C> <C>
Philip D. Freeman Intelogic Trace, Inc. Vice President, General Counsel and
8415 Datapoint Drive Secretary, Intelogic Trace, Inc.
San Antonio, Texas 78229

Roger P. Grant Intelogic Trace, Inc. Vice President, Marketing & Sales,
8415 Datapoint Drive Intelogic Trace, Inc.
San Antonio, Texas 78229

John T. Hislop II Intelogic Trace, Inc. Vice President, Chief Financial Officer
8415 Datapoint Drive and Treasurer, Intelogic Trace, Inc.
San Antonio, Texas 78229

Roger M. Lane Intelogic Trace, Inc. Vice President, Logistics, Intelogic
8415 Datapoint Drive Trace, Inc.
San Antonio, Texas 78229

Henry E. Morelli, Jr. Intelogic Trace, Inc. Vice President, Management Information
8415 Datapoint Drive Systems, Intelogic Trace, Inc.
San Antonio, Texas 78229

John E. Trostle Intelogic Trace, Inc. Vice President, Operations, Intelogic
8415 Datapoint Drive Trace, Inc.
San Antonio, Texas 78229
</TABLE>

(f) IT is organized under the laws of New York. Each of
the individuals referred to in paragraph (a) above is a citizen of the United
States.

Item 2. Identity and Background - Amendment No. 8 - 12/29/86

Item 2 is hereby supplemented as follows:

(a) This statement is filed also on behalf of Datapoint
Corporation, a Delaware corporation ("Datapoint"), which previously filed
statements under this Schedule 13D in respect of the Common Stock.

Item 2. Identity and Background - Amendment No. 9 - 1/21/87.

Item 2 is hereby supplemented as follows:

This statement is filed also on behalf of the Datapoint
Corporation Retirement Income Plan, a trust governed by the laws of Texas (the
"Datapoint Plan") and the Intelogic Trace, Inc. Retirement Income Plan, a trust
governed by the laws of New York (the "IT Plan"), which previously filed
statements under this Schedule 13D in respect of the Common Stock.

As of January 1, 1987, Gerald Agranoff and Corey Horowitz
became general partners of Plaza. Their principal occupations are general
partner of Asco Partners, the sole general partner of Arbitrage and general

Page 20 of 151
<PAGE> 21
partner of Plaza. In all other respects, the information previously reported
as to Messrs. Agranoff and Horowitz remains accurate.

Item 2. Identity and Background - Amendment No. 10 - 12/11/87.

Item 2 is hereby supplemented and amended by the addition of
the following:

(a) This statement is filed also by AAA Jetstar, Inc., a
New York corporation ("Jetstar"), Aile Blanche, Inc., a Delaware Corporation
("Aile Blanche"), and Regina M. Edelman.

The directors and executive officers of Jetstar are set forth
in Schedule A hereto. The directors and executive officers of Aile Blanche are
set forth in Schedule B hereto. The directors and executive officers of
Datapoint Corporation ("Datapoint") are set forth in Schedule C hereto. The
directors and executive officers of Intelogic Trace, Inc. ("IT") are set forth
in Schedule D hereto.

(b) The principal business address of each of Jetstar and
Aile Blanche is 717 Fifth Avenue, New York, New York 10022. The principal
business address of Regina M. Edelman is 717 Fifth Avenue, New York, New York
10022. The principal business address of Datapoint Corporation is 9725
Datapoint Drive, San Antonio, Texas 78284. The principal business addresses of
each of the directors and executive officers of each of Jetstar, Aile Blanche,
Datapoint and IT are set forth on Schedules A, B, C and D hereto, respectively.

(c) The principal business of Jetstar is the ownership,
charter and operation of airplanes. The principal business of Aile Blanche is
the ownership, charter and operation of a yacht. Regina M. Edelman is the wife
of Asher B. Edelman. The principal occupations of the directors and executive
officers of each of Jetstar, Aile Blanche, Datapoint and IT are set forth on
Schedules A, B, C, and D hereto, respectively.

(d) None of the persons referred to in paragraph (a)
above has, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) Except as previously set forth in the Schedule 13D
and amendments thereto, none of the persons referred to in paragraph (a) above
has, during the past five years, been a party to civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
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.

(f) Jetstar is organized under the laws of New York.
Aile Blanche is organized under the laws of Delaware. With the exception of
Regina M. Edelman, who is a citizen of Brazil, Mr. Gifford, who is a citizen of
the United Kingdom, and Mr. LeRoux, who is a citizen of France, each of the
other individuals referred to in paragraph (a) above is a citizen of the United
States.

Page 21 of 151
<PAGE> 22

SCHEDULE A

Director and Executive Officers of AAA Jetstar, Inc.

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Director and
President
------------
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners,
New York, N.Y. 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
Plaza Securities Company (Broker-
Dealer)

Other Executive
Officers
---------------

Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners,
New York, N.Y. 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner,
Plaza Securities Company (Broker-
Dealer)

Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners,
New York, N.Y. 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
Plaza Securities Company (Broker-
Dealer)
</TABLE>

SCHEDULE B

Director and Executive Officers of Aile Blanche, Inc.

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Director and
President
------------

Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners,
New York, New York 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
Plaza Securities Company (Broker-
Dealer)

Other Executive
Officers
---------------

Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners,
New York, New York 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
Plaza Securities Company (Broker-
Dealer)
</TABLE>

Page 22 of 151

<PAGE> 23
SCHEDULE C

Director and Executive Officers of Datapoint Corporation

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Directors
---------
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners,
New York, New York 10022 the sole General Partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner,
Plaza Securities Company (Broker-
Dealer)

Doris D. Bencsik 26029 Fox Briar Consultant
Boerne, Texas 78006

Raymond French 717 Fifth Avenue Chairman of the Board and
New York, New York 10022 President, United Stockyards
Corporation; General Partner,
Canal-Randolph Limited Partnership

Daniel R. Kail 717 Fifth Avenue Executive Vice President, United
New York, New York 10022 Stockyards Corporation; Trustee,
Management Assistance Inc.
Liquidating Trust

Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace, Inc.
P.O. Box 400044
San Antonio, Texas 78229

Robert Potter 9725 Datapoint Drive President and Chief Executive
San Antonio, Texas 78284 Officer, Datapoint Corporation

Dwight D. Sutherland 4000 Main Street Chief Executive Officer,
Kansas City, MO 64111 Sutherland Lumber Co. (retail
lumber chain)

Additional Executive Officers
-----------------------------

Stephen Baum 9725 Datapoint Drive Vice President, Financial Planning
San Antonio, Texas 78284 and Treasurer, Datapoint
Corporation

J.R. Novak 9725 Datapoint Drive Senior Vice President,
San Antonio, Texas 78284 International Region C, Datapoint
Corporation

John J. Peter 9725 Datapoint Drive Vice President and Chief Financial
San Antonio, Texas 78284 Officer, Datapoint Corporation
D-1
</TABLE>

Page 23 of 151

<PAGE> 24

SCHEDULE D

Director and Executive Officers of Intelogic Trace, Inc.

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Directors
---------

Leon Botstein Bard College President, Bard College
Annandale-on-Hudson,
New York 12504

Daniel R. Kail 717 Fifth Avenue Executive Vice President, United
New York, New York 10022 Stockyards Corporation; Trustee,
Management Assistance Inc.
Liquidating Trust

Burton Lehman 900 Third Avenue Attorney; Partner, Schulte Roth &
New York, New York Zabel (law firm)

Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace, Inc.
P.O. Box 400044
San Antonio, Texas 78229

Michael E. Schultz 375 Park Avenue Attorney; Partner, Ehrenkranz
28th Floor Ehrenkranz and Schultz (law firm)
New York, New York 10152

Dwight D. Sutherland 4000 Main Street Chief Executive Officer,
Kansas City, MO 64111 Sutherland Lumber Co. (retail
lumber chain)

D-2
</TABLE>

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Additional Executive Officers
-----------------------------

Philip D. Freeman Turtle Creek Tower I Vice President, General Counsel
P.O. Box 400044 and Secretary, Intelogic Trace,
San Antonio, Texas 78229 Inc.

Roger P. Grant Turtle Creek Tower I Vice President, Marketing & Sales,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229

Roger M. Lane Turtle Creek Tower I Vice President, Logistics,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229

Henry E. Morelli, Jr. Turtle Creek Tower I Vice President, Management
P.O. Box 400044 Information Systems, Intelogic
San Antonio, Texas 78229 Trace, Inc.
</TABLE>

Page 24 of 151
<PAGE> 25
<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
William A. Roper Turtle Creek Tower I Senior Vice President, Chief
P.O. Box 400044 Financial Officer, Intelogic
San Antonio, Texas 78229 Trace, Inc.

John E. Trostle Turtle Creek Tower I Vice President, Operations,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229
</TABLE>

Item 2. Identity and Background - Amendment No. 12 - 12/29/88

Item 2 is hereby supplemented by the addition of the following:

(a) The United Stockyards Corporation Retirement Plan has
changed its name to the Canal Capital Corporation Retirement Plan (the
"Retirement Plan").

Arbitrage Securities Company has ceased to be a beneficial
owner of any shares of the Company and is no longer covered by this statement,
having assigned its investment management agreements with Datapoint and IT to
A. B. Edelman Management Company, Inc.

Mr. Rosenblatt has ceased to be a general partner of Plaza and
is no longer cover by this statement.

This statement is also filed on behalf of A. B. Edelman
Management Company, Inc., a New York corporation ("Edelman Management") and
Edelman International Limited, a corporation organized under the laws of the
Territory of the British Virgin Islands ("Edelman International"). Edelman
Management is investment manager of Edelman International.

The directors and executive officers of Edelman Management,
Edelman International, Datapoint and IT are set forth on Schedules A, B, C and
D hereto.

(b) The principal business address of Edelman Management
is 717 Fifth Avenue, New York, New York 10017. The principal business address
of the director and executive officers of Edelman Management are set forth on
Schedule A hereto. The principal business address of Edelman International is
c/o Tortola Corporation Limited, P.O. Box 662, Road Town, Tortola, British
Virgin Islands. The principal business address of the director and executive
officers of Edelman International are set forth on Schedule B hereto. The
principal business address of the directors and executive officers of Datapoint
and IT are set forth on Schedules C and D hereto.

(c) The principal business of Edelman Management is as an
investment manager. The principal business of Edelman International is the
investment of funds in securities. The principal occupations of the director
and executive officers of Edelman Management and Edelman International are set
forth on Schedules A and B hereto. The principal occupations of the directors
and executive officers of Datapoint and IT are set forth on Schedules C and D
hereto.

(d) Neither Edelman Management nor Edelman International
has, during the past five years, been convicted in a criminal proceeding.

(e) Neither Edelman Management nor Edelman International
has, during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such 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.

Page 25 of 151
<PAGE> 26
(f) Edelman Management is organized under the laws of New
York. Edelman International is organized under the laws of the Territory of
the British Virgin Islands.

Schedule A

Director and Executive Officers of
A. B. Edelman Management Company Inc.

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners,
New York, NY 10022 the sole general partner of
Arbitrage Securities Company
(Broker-Dealer); General
Partner, Plaza Securities
Company (Broker-Dealer)
Additional Executive Officers

General N. Agranoff 717 Fifth Avenue General Partner, Asco Partners,
New York, NY 10022 the sole general partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
and Counsel, Plaza Securities
company (Broker-Dealer)

Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners,
New York, NY 10022 the sole general partner of
Arbitrage Securities Company
(Broker-Dealer); General Partner
and Controller, Plaza Securities
Company (Broker-Dealer)
</TABLE>

Schedule B

Director and Executive Officer of
Edelman International Limited

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Tortola Corporation P.O. Box 662 Nominee
Company Limited Road Town, Tortola,
British Virgin Islands
</TABLE>

Page 26 of 151
<PAGE> 27

Schedule C

Directors and Executive Officers of Datapoint Corporation

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner, Asco
New York, NY 10022 Partners, the sole general
partner of Arbitrage
Securities Company (Broker-
Dealer); General Partner,
Plaza Securities Company
(Broker-Dealer)

Doris D. Bencsik 26029 Fox Briar Consultant
Boerne, TX 78006

Raymond French 717 Fifth Avenue Chairman of the Board and
New York, NY 10022 President, Canal Capital
Corporation; General Partner,
Canal-Randolph Limited
Partnership

Daniel R. Kail 717 Fifth Avenue Executive Vice President,
New York, NY 10022 Canal Capital Corporation;
Trustee, Management Assistance
Inc.
Liquidating Trust

Clark R. Mandigo Turtle Creek Tower I President,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, TX 78229

Robert Potter 9725 Datapoint Drive President and Chief
San Antonio, TX 78284 Executive Officer,
Datapoint
Corporation

Dwight D. Sutherland 4000 Main Street Chief Executive
Kansas City, MO 64111 Officer, Sutherland
Lumber Co. (retail lumber
chain)

Additional Executive Officers
-----------------------------

Stephen Baum 9725 Datapoint Drive Vice President,
San Antonio, TX 78284 Financial Planning
and Treasurer,
Datapoint
Corporation

Brian Gifford** Datapoint House Vice President, International
400 North Circular Rd. Region B, Datapoint
Neasden Corporation
London NW10 OJG
England

Yvon Y. LeRoux* 1 Rue du Jura Vice President,
Zone Silic 521 International Region A,
94633 Rungis Cedex Datapoint Corporation
France
</TABLE>

- - ----------------------------------

** Brian Gifford is a citizen of the United Kingdom, and Yvon LeRoux is a
citizen of France.

Page 27 of 151
<PAGE> 28
<TABLE>
<S> <C> <C>
J. R. Novak 9725 Datapoint Drive Senior Vice President,
San Antonio, TX 78284 International Region C,
Datapoint Corporation

B. Wade Monroe 9725 Datapoint Drive Vice President and Chief
San Antonio, TX 78284 Financial Officer, Datapoint
Corporation
L. D. Wickwar 9725 Datapoint Drive Vice President, Product
San Antonio, TX 78284 Development, Datapoint
Corporation
</TABLE>

Schedule D

Directors and Executive Officers of Intelogic Trace, Inc.

Leon Botstein Bard College President, Bard College
Annandale-on-Hudson,
New York 12504

Daniel R. Kail 717 Fifth Avenue Executive Vice
New York, NY 10022 President, Canal Capital
Corporation; Trustee,
Management Assistance, Inc.
Liquidating Trust

Burton Lehman 900 Third Avenue Attorney; Partner,
New York, NY 10022 Schulte Roth & Zabel (Law
firm)

Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace,
P.O. Box 400044 Inc.
San Antonio, TX 78229

Michael E. Schultz 375 Park Avenue Attorney; Partner,
28th Floor Ehrenkranz
New York, NY 10152 Ehrenkranz and
Schultz (Law firm)

Dwight D. Sutherland, Sr. 4000 Main Street Chief Executive Officer,
Kansas City, MO 64111 Sutherland Lumber Co.
(Retial lumber chain)

</TABLE>

Page 28 of 151
<PAGE> 29
Additional Executive Officers
-----------------------------

<TABLE>
<S> <C> <C>
Philip D. Freeman Turtle Creek Tower I Vice President, General
P.O. Box 400044 Counsel and Secretary,
San Antonio, TX 78229 Intelogic Trace, Inc.

William A. Roper Turtle Creek Tower I Senior Vice
P.O. Box 400044 President, Chief Financial
San Antonio, TX 78229 Officer, Intelogic Trace,
Inc.

John E. Trostle Turtle Creek Tower I Senior Vice President,
P.O. Box 400044 Operations, Intelogic Trace,
San Antonio, TX 78229 Inc.
</TABLE>

Item 2. Identity and Background - Amendment No. 13 - 2/1/89

Item 2 is hereby supplemented by the addition of the following:

(a) The directors and executive officers of Datapoint are set
forth on Schedule A hereto.

(b) The principal business address of the directors and
executive officers of Datapoint is set forth on Schedule A hereto.

(d) None of the directors and executive officers of
Datapoint have, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the directors and executive officers of
Datapoint have, during the past five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such 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.

(f) Except as set forth on Schedule A hereto, the
directors and executive officers of Datapoint are citizens of the United
States.

Schedule A

Directors and Executive Officers of Datapoint Corporation

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Directors
---------
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities
Company (Broker-Dealer); General Partner,
Plaza Securities Company (Broker-Dealer)

Doris D. Bencsik 26029 Fox Briar Consultant
Boerne, TX 78006
</TABLE>

Page 29 of 151
<PAGE> 30
<TABLE>
<S> <C> <C>
Raymond French 717 Fifth Avenue Chairman of the Board and President, Canal
New York, NY 10022 Capital Corporation; General Partner,
Canal-Randolph Limited Partnership

Daniel R. Kail 717 Fifth Avenue Executive Vice President, Canal Capital
New York, NY 10022 Corporation; Trustee, Management
Assistance Inc. Liquidating Trust
Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace, Inc.
P.O. Box 400044
San Antonio, TX 78229

Robert Potter 9725 Datapoint Drive President and Chief Executive Officer,
San Antonio, TX 78284 Datapoint Corporation

Dwight D. Sutherland 4000 Main Street Chief Executive Officer, Sutherland Lumber
Kansas City, MO 64111 Co. (retail lumber chain)
Additional Executive Officers
-----------------------------

James R. Barnes 9725 Datapoint Drive Vice President, Technical Operations,
San Antonio, TX 78284 Datapoint Corporation

Brian Gifford*** Datapoint House Vice President, Northern Europe, Datapoint
400 North Circular Rd. Corporation
Neasden
London NW10 OJG
England

Yvon Y. LeRoux* 1 Rue du Jura Vice President, Southern Europe, Datapoint
Zone Silic 521 Corporation
94633 Rungis Cedex
France

J. R. Novak 9725 Datapoint Drive Senior Vice President, Americas and
San Antonio, TX 78284 Pacific, Datapoint Corporation

Raymond R. Dittrich Suite 3042 Vice President, U.S. Sales, Datapoint
1950 Stemmons Freeway Corporation
Dallas, TX 75207

L. D. Wickwar 9725 Datapoint Drive Vice President, Product Development,
San Antonio, TX 78284 Datapoint Corporation
</TABLE>

Item 2. Identity and Background - Amendment No. 15 - 4/20/89

Item 2 is hereby supplemented by the addition of the following:

(a) This statement is also filed on behalf of Felicitas
Partners, L.P., a Delaware limited partnership ("Felicitas"). The general
partner of Felicitas is Citas Partners, a New York general partnership
("Citas"). The general partners of Citas are set forth on Schedule A hereto.

(b) The principal business address of Felicitas and Citas
is 717 Fifth Avenue, New York, New York 10022. The principal business
addresses of the general partners of Citas are set forth on Schedule A hereto.

- - ----------------------------------

*** Brian Gifford is a citizen of the United Kingdom, and Yvon LeRoux is a
citizen of France.

Page 30 of 151
<PAGE> 31
(c) The principal business of Felicitas is that of an
investment partnership. The principal business of Citas is that of general
partner of Felicitas. The principal occupations of the general partners of
Citas are set forth on Schedule A hereto.

(d) None of the persons referred to in paragraph (a)
above has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) None of the persons referred to in paragraph (a)
above has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and a result as of
such proceeding was or is subject to a judgement, 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.

(f) Felicitas is organized under the laws of Delaware.
Citas is organized under the laws of New York.

A-1

Schedule A

General Partners of Citas Partners

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities Company
(Broker-Dealer); General Partner, Plaza
Securities Company (Broker-Dealer)

Howard R. Alper 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities Company
(Broker-Dealer); General Partner, Plaza
Securities Company (Broker-Dealer); President
and Sole Director, Howard R. Alper & Co., Inc.

Corey M. Horowitz 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities Company
(Broker-Dealer); General Partner, Plaza
Securities Company (Broker-Dealer)
</TABLE>

Item 2. Identity and Background - Amendment No. 16 - 12/28/89

Item 2 is hereby supplemented by the addition of the
following:

a. This statement is also filed on behalf of A. B.
Edelman Limited Partnership, a Delaware limited partnership ("Edelman Limited
Partnership"). The sole general partner of Edelman Limited Partnership is
Asher B. Edelman.

Robert Potter is no longer Chief Executive Officer, President
or a director of Datapoint and is no longer covered by this statement.

Howard R. Alper is no longer a general partner of Plaza or
Citas and is no longer covered by this statement.

Page 31 of 151
<PAGE> 32
Attached as Schedules D, E and F is current information
regarding the officers and directors of Datapoint, Intelogic and the Company,
respectively.

b. The principal business address of Edelman Limited
Partnership and Mr. Edelman is 717 Fifth Avenue, New York, New York 10022.

c. The principal business of Edelman Limited Partnership
is that of an investment partnership. The principal occupation of Mr. Edelman
is set forth on Schedule A hereto.

d. None of the persons referred to in paragraph (a)
above has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

e. None of the persons referred to in paragraph (a)
above has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.

f. Edelman Limited Partnership is organized under the
laws of Delaware.

A-1

Schedule A

General Partner of A.B. Edelman Limited Partnership

<TABLE>
<CAPTION>
Present
Principal
Name Business Address Occupation
- - ---- ---------------- ----------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner,
New York, New York 10022 Asco Partners, the sole general partner of Arbitrage
Securities Company (Broker-Dealer); General Partner,
Plaza Securities Company (Broker-Dealer)
D-1
</TABLE>

Schedule D

Directors and Executive Officers of Datapoint Corporation

<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
- - ---- ---------------- --------------------
<S> <C> <C>
Asher B. Edelman 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities
Company (Broker-Dealer); General
Partner, Plaza Securities Company
(Investment Partnership

Raymond French 717 Fifth Avenue Chairman of the Board and President,
New York, New York 10022 Canal Capital Corporation; General
Partner, Canal-Randolph Limited
Partnership (Liquidating Limited
Partnership)
</TABLE>

Page 32 of 151
<PAGE> 33
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
- - ---- ---------------- --------------------
<S> <C> <C>
Daniel R. Kail 717 Fifth Avenue Executive Vice President, Canal Capital
New York, New York 10022 Corporation; Managing Trustee,
Management Assistance, Inc. Liquidating
Trust

Clark R. Mandigo Turtle Creek Tower I President and Chief Executive officer,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229

Michael M. Michigami 9725 Datapoint Drive President and Chief Executive Officer,
San Antonio, Texas 78229 Datapoint Corporation

Dwight D. Sutherland, 4000 Main Street Chief Executive Officer, Sutherland
Sr. Kansas City, MO 64111 Lumber Co. (Retail lumber chain)

Doris D. Bencsik Route 1, Box 1696 Consultant
Boerne, Texas 78006

Additional Executive Officers
- - -----------------------------

James R. Barnes 9725 Datapoint Drive Vice President, Technical Operations and
San Antonio, Texas 78229 Acting Vice President, Product
Development, Datapoint Corporation

Brian M. Gifford**** Datapoint House Vice President. Datapoint (U.K.) Ltd.,
400 North Circular Road Vice President, Northern Europe,
Neasden Datapoint Corporation
London NW10 0J6
England

Yvon Y. LeRoux* Datapoint France Vice President, Southern Europe,
1 Rue du Jura Datapoint Corporation
Zone Silic 521
94633 Rungis Cedex
France

Donald P. Bynum 9725 Datapoint Drive Vice President, Marketing, Datapoint
San Antonio, Texas 78229 Corporation

Larry D. Wickwar 9725 Datapoint Drive Vice President, Customer Services,
San Antonio, Texas 78229 Datapoint Corporation

Robert R. Hunt 9725 Datapoint Drive Treasurer, Datapoint Corporation
San Antonio, Texas 78229

Martin Goldberg 9725 Datapoint Drive Vice President and Chief Operating
San Antonio, Texas 78229 Officer, Datapoint Corporation
</TABLE>

- - ----------------------------------

**** Brian Gifford is a citizen of the United Kingdom, and
Yvon LeRoux is a citizen of France.

Page 33 of 151
<PAGE> 34
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
- - ---- ---------------- --------------------
<S> <C> <C>
G. Ross Laughead 9725 Datapoint Drive Vice President, General Counsel,
San Antonio, Texas 78229 Corporate Secretary and Acting Director
of Human Resources, Datapoint
Corporation

E-1
</TABLE>

Schedule E

Directors and Executive Officers of Intelogic Trace, Inc.

Leon Botstein Bard College President, Bard College
Annandale on Hudson,
New York 12504

Henry G. Cisneros 205 North Presa Chairman and President, Cisneros Asset
Suite B200 Management Company (Pension asset
San Antonio, Texas 78205 management company)

Daniel R. Kail 717 Fifth Avenue Executive Vice President, Canal Capital
New York, New York 10022 Corporation; Managing Trustee,
Management Assistance, Inc. Liquidating
Trust

Burton Lehman 900 Third Avenue Attorney; Partner, Schulte Roth Zabel
New York, New York 10022 (Law firm)

Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace, Inc.
P.O. Box 400044
San Antonio, Texas 78229

Michael E. Schultz 375 Park Avenue Attorney; Partner, Ehrenkranz Ehrenkranz
28th Floor and Schultz (Law firm)
New York, New York 10152

Dwight D. Sutherland, 4000 Main Street Chief Executive Officer, Sutherland
Sr. Kansas City, MO 64111 Lumber Co. (Retail lumber chain)

</TABLE>

Page 34 of 151
<PAGE> 35
Additional Executive Officers
- - -----------------------------

<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
- - ---- ---------------- --------------------
<S> <C> <C>
Philip D. Freeman Turtle Creek Tower I Senior Vice President, General Counsel
P.O. Box 400044 and Secretary, Intelogic Trace, Inc.
San Antonio, Texas 78229

Larry R. Gibson Turtle Creek Tower I Executive Vice President-Marketing &
P.O. Box 400044 Sales, Intelogic Trace, Inc.
San Antonio, Texas 78229

John E. Paget Turtle Creek Tower I Senior Vice President-Operations,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229

William A. Roper Turtle Creek Tower I Executive Vice President, Intelogic
P.O. Box 400044 Trace, Inc.
San Antonio, Texas 78229

William J. Todd Turtle Creek Tower I Executive Vice President and Chief
P.O. Box 400044 Operating Officer, Intelogic Trace, Inc.
San Antonio, Texas 78229

Richard E. Wilson Turtle Creek Tower I Senior Vice President-Finance and Chief
P.O. Box 400044 Financial Officer, Intelogic Trace, Inc.
San Antonio, Texas 78229
</TABLE>

Schedule F

Directors and Executive Officers of Canal Capital Corporation

Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, the sole
New York, New York 10022 general partner of Arbitrage Securities
Company (Broker-Dealer); General Partner
and Counsel, Plaza Securities Company
(Investment Partnership

Page 35 of 151
<PAGE> 36
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
- - ---- ---------------- --------------------
<S> <C> <C>
Burton Lehman 900 Third Avenue Attorney; Partner, Schulte Roth & Zabel
New York, New York 10022 (Law firm)

Clark R. Mandigo Turtle Creek Tower I President, Intelogic Trace, Inc.
P.O. Box 400044 (Computer maintenance service company)
San Antonio, Texas 78229

Michael E. Schultz 375 Park Avenue Attorney; Partner, Ehrenkranz,
28th Floor Ehrenkranz and Schultz (Law firm)
New York, New York 10152

Dwight D. Sutherland, 4000 Main Street Chief Executive Officer, Sutherland
Sr. Kansas City, MO 64111 Lumber Co. (Retail lumber chain)

Daniel R. Kail 717 Fifth Avenue Executive Vice President, Canal Capital
New York, New York 10022 Corporation; Managing Trustee,
Management Assistance, Inc. Liquidating
Trust

Additional Executive Officers
- - -----------------------------

Russell Bell 717 Fifth Avenue Controller, Canal Capital Corporation
New York, New York 10022

David W. Bent 717 Fifth Avenue Vice President, Canal Capital
New York, New York 10022 Corporation

Reginald Schauder 717 Fifth Avenue Vice President-Finance, Canal Capital
New York, New York 10022 Corporation

Eve Thomson 717 Fifth Avenue Vice President and Secretary, Canal
New York, New York 10022 Capital Corporation
</TABLE>

Item 2. Identity and Background - Amendment No. 17 - 4/3/90

Item 2 is hereby supplemented by the addition of the following:

g. Corey Horowitz is no longer a general partner of
Plaza or Citas and is no longer covered by this statement.

James R. Barnes, Donald P. Bynum and Larry D. Wickwar are no
longer executive officers of Datapoint and are no longer covered by this
statement. Kenneth R. Kamp has become an executive officer of Datapoint.

William A. Roper is no longer an executive officer of IT and
is no longer covered by this statement.

Edelman Management has become a general partner of Citas.

Page 36 of 151
<PAGE> 37
h. The principal business address of Mr. Kamp is 9725
Datapoint Drive, San Antonio, Texas 78229.

i. The principal occupation of Mr. Kamp is Chief
Financial Officer of Datapoint.

j. Mr. Kamp has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

k. Mr. Kamp has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such 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.

l. Mr. Kamp is a citizen of the United States.

Item 2. Identity and Background - Amendment No. 18 - 6/29/90

Item 2 is hereby supplemented by the addition of the following:

Robert R. Hunt is no longer an executive officer of Datapoint
and is no longer covered by this statement.

Henry Cisneros is no longer a director of IT and is no longer
covered by this statement.

Jetstar no longer owns any shares of the Common Stock and is
no longer covered by this statement.

Item 2. Identity and Background - Amendment No. 19 - 7/25/90

Item 2 is hereby supplemented by the addition of the following:

Edelman International no longer owns any shares of the Common
Stock and is no longer covered by this statement.

William J. Todd is no longer an executive officer of IT and is
no longer covered by this statement. John E. Paget is now the Chief Operating
Officer and a Senior Vice President of IT.

Item 2. Identity and Background - Amendment No. 21 - 10/11/90

Item 2 is hereby supplemented by the addition of the following:

Martin Goldberg has ceased to be an executive officer of
Datapoint.

Item 2. Identity and Background - Amendment No. 22 - 12/28/90

Item 2 is hereby supplemented by the addition of the following:

Kenneth R. Kamp has ceased to be an executive officer of
Datapoint.

Item 2. Identity and Background - Amendment No. 24 - 4/11/91.

Item 2 is hereby supplemented by the addition of the following:

(a) Brian Gifford has ceased to be an executive officer
of Datapoint and Michael Michigami has ceased to be a director and an executive
officer of Datapoint and they are no longer covered by this statement.

Page 37 of 151
<PAGE> 38
John Harrison, David G. Hargraves and Joe W. Tucker have become executive
officers of Datapoint. Gerald N. Agranoff, a general partner of Plaza, has
become a director of Datapoint.

Burton Lehman has ceased to be a director of IT and is no
longer covered by this statement.

(b) The principal business address of Messrs. Harrison,
Hargraves and Tucker is 9725 Datapoint Drive, San Antonio, Texas 78229.

(c) The principal occupation of Mr. Harrison is as
President and a director of Datapoint. The principal occupation of Mr.
Hargraves is as Vice President and Chief Financial Officer of Datapoint. The
principal occupation of Mr. Tucker is as Vice President, U.S. Operations, of
Datapoint. Yvon LeRoux is now Vice President and General Manager, Europe, of
Datapoint.

(d) None of Messrs. Harrison, Hargraves or Tucker has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) As more fully described on Schedule A hereto, on
April 11, 1991, Mr. Edelman, Edelman Limited Partnership and Edelman Management
consented to the entry of a final judgment enjoining violations of Section
13(d) of the Securities Exchange Act of 1934, as amended. None of Messrs.
Harrison, Hargraves or Tucker has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, 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.

(f) Each of Messrs. Hargraves and Tucker is a citizen of
the United States. Mr. Harrison is a citizen of the United Kingdom.

SCHEDULE A

On April 11, 1991, a complaint was filed by the securities and
Exchange Commission (the "SEC") in the United States District Court for the
District of Columbia against Mr. Edelman, Edelman Limited Partnership and
Edelman Management, wherein the SEC alleged violations of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and Rule 13d-2
thereunder. The SEC's action was settled on the same day it was filed without
any defendants admitting or denying the allegations of the complaint, and
without the adjudication of any issue of fact or law. As part of the
settlement, Mr. Edelman, Edelman Limited Partnership and Edelman Management
agreed to the entry of a final order enjoining them, their agents, servants,
employees and attorneys-in-fact, and those persons in active concert or
participation with any of them who receive actual notice of the order, from
violating Section 13(d) of the Act by failing to timely file or cause to be
filed with the SEC and send or cause to be sent to the issuer of any security
of which they singly or as part of a group are the beneficial owner of more
than 5% and each exchange where such security is traded, Schedule 13Ds and
amendments thereto pursuant to Section 13(d) of the Act and Rules 13d-1 and
13d-2 thereunder. In addition, Mr. Edelman agreed to disgorge the sum of
$436,858, representing the amount which the SEC alleged was saved by the
defendants' failing to promptly amend their Schedule 13D.

Item 2. Identity and Background - Amendment No. 25 - 10/7/91.

Item 2(a) is hereby supplemented by the addition of the
following:

(a) Clark Mandigo has ceased to be a director and an
executive officer of IT. Gerald N. Agranoff, a general partner of Plaza, has
become a director of IT.

Item 2(b) is hereby supplemented by the addition of the
following:

(b) The business address of Mr. Mandigo is 70 N.E. Loop
410, Suite 1100, San Antonio, Texas 78216.

Item 2(c) is hereby supplemented by the addition of the
following:

Page 38 of 151
<PAGE> 39
(c) The principal occupation of Mr. Mandigo is that of a
private investor. The principal occupation of Michael Schultz is that of
President of Canal. Raymond French, a director of Datapoint, has retired as
President of the Company.

Item 2. Identity and Background - Amendment No. 26 - 10/10/91

Item 2(a) is hereby supplemented by the addition of the
following:

(a) Plaza no longer owns any shares and is no longer
covered by this statement.

Item 2(b) is hereby supplemented by the addition of the
following:

The business address of Datapoint and Mr. LeRoux, an executive
officer of Datapoint, is 9-11 rue Montalivet, 75008 Paris, France. The
business address of Mr. Edelman is 85 Av. General Guisan, Ch-1009 Pully,
Switzerland. The business address of Messrs. Harrison, Hargraves, Laughead and
Tucker, executive officers of Datapoint, is 8400 Datapoint Drive, San Antonio,
Texas 78229. The business address of Mr. Mandigo, a director of Datapoint is
1250 N.E. Loop 410, Suite 900, San Antonio, Texas 78209.

Item 2(c) is hereby supplemented by the addition of the
following:

Item 2. Identity and Background - Amendment No. 27 - 12/6/91.

Item 2(a) is hereby supplemented by the addition of the
following:

Larry R. Gibson has ceased to be an executive officer of IT
and is no longer covered by this statement. Mark S. Helwege and Bianca A.
Rhodes have become executive officers of IT. Irving Garfinkel, an executive
officer of Edelman Management and Aile Blanche, has become a director of
Datapoint.

Item 2(b) is hereby supplemented by the addition of the
following:

The business address of Mr. Helwege and Ms. Rhodes is Turtle
Creek Tower I, P.O. Box 400044, San Antonio, Texas 78229.

Item 2(c) is hereby supplemented by the addition of the
following:

The principal occupations of Michael Schultz, a director of
IT, are that of Counsel to the law firm of Ehrenkranz, Ehrenkranz & Schultz and
President of the Company. The principal occupation of Mr. Helwege is that of
Senior Vice President - Sales and Operations of IT. The principal occupation
of Ms. Rhodes is that of Vice President and Treasurer of IT. The principal
occupation of John E. Paget, an executive officer of IT, is now that of a
member of the office of the President and Chief Operating Officer of IT. The
principal occupation of Richard E. Wilson, an executive officer of IT, is now
that of a member of the office of the President and Chief Financial Officer of
IT. Daniel Kail has ceased to be Executive Vice President of the Company,

Item 2(d) is hereby supplemented by the addition of the
following:

Neither Mr. Helwege nor Ms. Rhodes has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)

Item 2(e) is hereby supplemented by the addition of the
following:

Neither Mr. Helwege nor Ms. Rhodes has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgement, 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 thereto.

Page 39 of 151
<PAGE> 40
Item 2(f) is hereby supplemented by the addition of the
following:

Each of Mr. Helwege and Ms. Rhodes is a citizen of the United
States.

Item 2. Identity and Background - Amendment No. 28 - 1/14/92.

Item 2(a) is hereby supplemented by the addition of the
following:

John T. Valentino and Bruce D. Wolff have become executive
officers of IT. Yvon LeRoux has ceased to be an executive officer of Datapoint
and is no longer covered by this statement.

Item 2(b) is hereby supplemented by the addition of the
following:

The business address of Mr. Valentino and Mr. Wolff is Turtle
Creek Tower 1, P.O. Box 400044, San Antonio, Texas 78229.

Item 2(c) is hereby supplemented by the addition of the
following:

The principal occupation of Mr. Valentino is that of senior
Vice President - Operations of IT. The principal occupation of Mr. Wolff is
that of Controller of IT.

Item 2(d) is hereby supplemented by the addition of the
following:

Neither Mr. Valentino nor Mr. Wolff has, during-the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

Item 2(e) is hereby supplemented by the addition of the
following:

Neither Mr. Valentino nor Mr. Wolff has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
and as a result of such 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
violations with respect thereto.

Item 2(f) is hereby supplemented by the addition of the
following:

Each of Mr. Valentino and Mr. Wolff is a citizen of the United
States.

Item 2. Identity and Background - Amendment No. 29 - 5/6/92.

Item 2(a) is hereby supplemented by the addition of the
following:

Jan Berger and Keith L. Thrower have become executive officers
of Datapoint. Blake D. Thomas has become a Director of Datapoint. Nils R.
Anderson has become an executive officer of IT. John Paget has ceased to be an
executive officer of IT and is no longer covered by this statement.

Item 2(b) is hereby supplemented by the addition of the
following:

The business address of Mr. Berger and Mr. Thrower is 9-11 rue
Montalivet, 75008 Paris, France. The business address of Mr. Thomas is 220
East 30th Street, Kansas City, Missouri 64108. The business address of Mr.
Anderson is Turtle Creek Tower I. P.O. Box 400044, San Antonio, Texas 78229.

Item 2(c) is hereby supplemented by the addition of the
following:

The principal occupation of Mr. Berger is that of Vice
President - Marketing of Datapoint. The principal occupation of Mr. Thrower is
that of Vice President - Technical Services of Datapoint. The principal
occupations of Mr. Thomas are that of President of Blake D. Thomas, Inc., a
corporation that publishes the Thomas

Page 40 of 151
<PAGE> 41
Report, an investment newspaper that specializes in evaluating stocks traded on
the New York Stock Exchange, and General Partner of Mainsail Limited
Partnership and Foresail Limited Partnership and President of Symba, Inc., the
General Partner of Windward Limited Partnership, each of which partnerships is
engaged in the business of investing in listed securities. The principal
occupation of Mr. Anderson is that of Senior Vice President - Marketing of IT.
The principal occupations of Gerald N. Agranoff, a Director of Datapoint and
IT, an executive officer of Edelman Management and a general partner of Plaza
are now that of General Partner of Plaza and General Partner of Arbitrage
Securities Company, a broker-dealer.

Item 2(d) is hereby supplemented by the addition of the
following:

None of Mr. Berger, Mr. Thrower, Mr. Thomas or Mr. Anderson
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby supplemented by the addition of the
following:

None of Mr. Berger, Mr. Thrower, Mr. Thomas or Mr. Anderson
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body and as a result of such 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 violations with respect thereto.

Item 2(f) is hereby supplemented by the addition of the
following:

Mr. Berger is a citizen of Norway. Mr. Thrower is a citizen
of the United Kingdom. Each of Mr. Thomas and Mr. Anderson is a citizen of
the United States.

Item 2. Identity and Background - Amendment No. 30 - 11/2/93.

Item 2(a)-(c) is hereby supplemented by the addition of the
following:

The directors and executive officers of IT, their respective
business addresses and present principal occupations are set forth in Schedule
A hereto. The directors and executive officers of Datapoint, their respective
business addresses and present principal occupations are set forth in Schedule
B hereto.

Item 2(d) is hereby supplemented by the addition of the
following:

None of the persons identified in Schedule A or B has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

Item 2(e) is hereby supplemented by the addition of the
following:

Except as disclosed in previous amendments to this Schedule
13D, none of the persons identified in Schedule A or B has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body and as a result of such 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
violations with respect thereto.

Page 41 of 151
<PAGE> 42

Schedule A

Directors and Executive Officers of Intelogic Trace, Inc.

<TABLE>
<CAPTION>
Name
----
Present
Directors Business Address Principal Occupation
--------- ---------------- --------------------
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Arbitrage Securities Company
Switzerland (Broker-dealer); General Partner, Plaza
Securities Company (Investment
partnership); Chairman of the Board and
Office of the President, Intelogic Trace,
Inc., (a computer maintenance company);
Chairman of the Board and Chief Executive
Officer, Datapoint Corporation (a tele-
communications company)

Gerald N. Agranoff 717 Fifth Avenue General Partner, Arbitrage Securities
New York, NY 10022 Company (Broker-dealer); General Partner
and Counsel, Plaza Securities Company
(Investment partnership)

Leon Botstein Bard College President, Bard College
Annandale-on-Hudson
New York 12504

Daniel R. Kail 717 Fifth Avenue Managing Trustee, Management Assistance,
New York, NY 10022 Inc. Liquidating Trust

Michael E. Schultz 375 Park Avenue Of Counsel, Ehrenkranz Ehrenkranz & Schultz
New York, NY 10152 (Law firm); President, Canal Capital
Corporation (Dealer in antiquities and
contemporary art and owner and operator of
real estate); Executive Vice President,
Special Projects, Intelogic Trace, Inc.

Dwight D. Sutherland, Sr. 4000 Main Street Chief Executive Officer, Sutherland Lumber
Kansas City, MO 64111 Co. (Retail lumber chain)

Additional Executive Officers
-----------------------------

Philip D. Freeman Turtle Creek Tower I Senior Vice President, General Counsel and
P.O. Box 400044 Secretary, Intelogic Trace, Inc.
San Antonio, Texas 78229

Mark S. Helwege Turtle Creek Tower I Executive Vice President, Intelogic Trace,
P.O. Box 400044 Inc.
San Antonio, Texas 78229

Martin J. Landon Turtle Creek Tower I Vice President and Chief Financial Officer,
P.O. Box 400044 Intelogic Trace, Inc.
San Antonio, Texas 78229

J. Alec Wilder Turtle Creek Tower I Office of the President and Chief Operating
P.O. Box 400044 Officer, Intelogic Trace, Inc.
San Antonio, Texas 78229
</TABLE>

Page 42 of 151
<PAGE> 43

Schedule B

Directors and Executive Officers of Datapoint Corporation

Gerald N. Agranoff 717 Fifth Avenue General Partner, Arbitrage Securities
New York, NY 10022 Company (Broker-dealer); General Partner
and Counsel, Plaza Securities Company
(Investment partnership)

Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(Broker-dealer); General Partner and
Controller, Plaza Securities Company
(Investment partnership)

Daniel R. Kail 717 Fifth Avenue Managing Trustee, Management Assistance,
New York, NY 10022 Inc. Liquidating Trust
Directors
---------

Clark R. Mandigo 1250 N.E. Loop 410 Private investor
Suite 900
San Antonio, Texas 78209

Dwight D. Sutherland, Sr. 4000 Main Street Chief Executive Officer, Sutherland Lumber
Kansas City, MO 64111 Co. (Retail lumber chain)

Doris D. Bencsik Route 1, Box 1696 President and Chief Operating Officer,
Boerne, Texas 78006 Datapoint Corporation

Blake D. Thomas 617 Jefferson Circle President, Blake D. Thomas, Inc., Publisher
Liberty, Missouri of the Thomas Report (an investment
64068 newspaper); General Partner, Foresail
Limited Partnership (investment
partnership); President, Symba, Inc., the
general partner of Windward Limited
Partnership (investment partnership)
Additional Executive Officers
-----------------------------

Jan Berger* 5-7 rue Montalivet Vice President, Marketing, Datapoint
75008 Paris Corporation
France

David G. Hargraves 8400 Datapoint Drive Vice President and Chief Financial Officer,
San Antonio, TX 78229 Datapoint Corporation
</TABLE>

- - ----------------------------------

* Jan Berger is a citizen of Norway.

Page 43 of 151
<PAGE> 44
<TABLE>
<CAPTION>
Name
----
Present
Directors Business Address Principal Occupation
--------- ---------------- --------------------
<S> <C> <C>
G. Ross Laughead 8400 Datapoint Drive Rive President, General Counsel and
San Antonio, TX 78229 Corporate Secretary, Datapoint Corporation

Keith L. Thrower* 5-7 rue Montalivet Vice President, Technical Services,
75008 Paris Datapoint Corporation
France

Richard McAndrew 8400 Datapoint Drive Vice President, Technical Operations, and
San Antonio, TX 78229 Chief Technical Officer, Datapoint
Corporation

David Berger* 5-7 rue Montalivet Vice President, Sales and Distribution,
75008 Paris Datapoint Corporation
France
</TABLE>

Item 2. Identity and Background - Amendment No. 31 - 9/30/94.

Item 2(a)-(c) is hereby supplemented by the addition of the
following:

IT no longer owns any shares of Common Stock and is no longer
covered by this statement. The IT Plan is no longer covered by this statement
due to the fact that Mr. Edelman resigned as its trustee on September 21, 1994.
The directors and executive officers of Datapoint, their respective business
addresses and present principal occupations are set forth in Schedule A hereto.

Item 2(d) is hereby supplemented by the addition of the
following:

None of the persons identified in Schedule A has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

Item 2(e) is hereby supplemented by the addition of the
following:

Except as disclosed in previous amendments to this Schedule
13D, none of the persons identified in Schedule A has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
and as a result of such 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
violations with respect thereto.

Item 2(f) is hereby supplemented by the addition of the
following:

The citizenship of all natural persons identified on Schedule
A is the United States, except as otherwise set forth on such Schedule.

- - ----------------------------------

* Keith L. Thrower and David Berger are citizens of the United Kingdom.

Page 44 of 151
<PAGE> 45

Schedule A

Directors and Executive Officers of Datapoint Corporation

<TABLE>
<CAPTION>
Name Business Address Present
Principal Occupation
- - ----------------------- ---------------------------- ---------------------------------------
<S> <C> <C>
Directors
---------

Asher B. Edelmen 85 Av. General Guisan General Partner, Asco Partners, a
Ch-1009 Pully general partner of Arbitrage Securities
Switzerland Company (broker-dealer); General
Partner, Plaza Securities Company
(investment partnership); Chairman of
the Board and Office of the President,
Intelogic Trace, Inc., (computer
maintenance company); Chairman of the
Board and Chief Executive Officer,
Datapoint Corporation (telecommunication
company)

Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a
New York, New York 10022 general partner of Arbitrage Securities
Company (broker-dealer); General Partner
and Counsel, Plaza Securities Company
(investment partnership)

Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a
New York, New York 10022 general partner of Arbitrage Securities
Company (broker-dealer); General Partner
and Controller, Plaza Securities Company
(investment partnership)

Daniel R. Kail 717 Fifth Avenue Managing Trustee, Management Assistance,
New York, New York 10022 Inc., Liquidating Trust

Clark R. Mandigo 1250 N.E. Loop 410 Private Investor
Suite 900
San Antonio, Texas 78209

Doris D. Bencsik Route 1, Box 1696 President and Chief Operating Officer,
Boerne, Texas 78006 Datapoint Corporation

Blake D. Thomas 617 Jefferson Circle President, Blake D. Thomas, Inc.,
Liberty, Missouri 64068 Publisher of the Thomas Report
(investment newspaper); General Partner,
Foresail Limited Partnership (investment
partnership); President, Symba, Inc.,
the general partner of Windward Limited
Partnership (investment partnership)
</TABLE>

Page 45 of 151
<PAGE> 46
<TABLE>
<CAPTION>
Name Business Address Present
Principal Occupation
- - ----------------------- ------------------------------ ---------------------------------------
<S> <C> <C>
Didier M. M. Ruffat 5-7 rue Montalivet Retired
(Citizen of France) 75008 Paris, France

Additional Executive Officers
-----------------------------

Jan Berger 5-7 rue Montalivet Vice President, Marketing, Datapoint
(Citizen of Norway) 75008 Paris, France Corporation

David G. Hargraves 8400 Datapoint Drive Vice President and Chief Financial
Antonio, TX 78229 San Antonio, TX 78229 Officer, Datapoint Corporation

Keith L. Thrower 5-7 rue Montalivet Vice President, Technical Services,
(Citizen of United 75008 Paris, France Datapoint Corporation
Kingdom)

David Berger 5-7 rue Montalivet Vice President, Sales and Distribution,
(Citizen of United 75008 Paris, France Datapoint Corporation
Kingdom)

James L. Richey, Jr. 8400 Datapoint Drive Vice President, Technical Operations,
San Antonio, TX 78229 Datapoint Corporation
</TABLE>

Item 2. Identity and Background - Amendment No. 32, Current Filing - 5/31/95

Item 2(a) is hereby supplemented by the addition of the
following:

Datapoint no longer owns any shares of Common Stock and is no
longer covered by this statement. Edelman Management, which is investment
manager to Datapoint but does not own any shares of Common Stock, is also no
longer covered by this statement.

Page 46 of 151
<PAGE> 47
ITEM 3, AS AMENDED

Item 3. Source and Amount of Funds or Other Consideration - Initial Filing -
6/1/84.

As a result of its implementation of a Plan of Complete
Liquidation and Dissolution, Canal-Randolph Corporation distributed to its
shareholders, on June 1, 1984, three shares of the Company, a wholly-owned
subsidiary of Canal-Randolph Corporation, for each share of Canal-Randolph
Corporation held of record by its shareholders on May 21, 1984. The terms of
the Plan of Complete Liquidation and Dissolution are more fully described in
the Proxy Statement of Canal-Randolph Corporation, dated March 16, 1984.

Due to their holdings of shares of Canal-Randolph Corporation,
Plaza, Arbitrage, Canran and Mr. Edelman received 743,100 shares, 362,700
shares, 221,100 shares and 3,000 shares, respectively, of the Common Stock in
such distribution. Accordingly, no funds were used to acquire the shares of
the Common Stock.

Each of the Partnerships, however, have borrowed money and
secured such borrowings by a pledge of their shares of Canal-Randolph
Corporation. Plaza and Canran have borrowed $8,000,000 and $2,130,000,
respectively, from a bank, and Arbitrage has borrowed $4,500,000 from another
bank; each of these loans is secured by a pledge of shares of Canal-Randolph
Corporation, and is personally guaranteed by Mr. Edelman. The shares of the
Common Stock owned by each of the Partnerships are also pledged as collateral
to secure these pre-existing loans.

Item 3. Source and Amount of Funds of Other Consideration - Amendment No. 1 -
7/1/84

Item 3 is hereby supplemented as follows:

The 100 shares of the Common Stock purchased by Mr. Edelman on
June 1, 1984 at a total purchase price of $752,82 (including commissions) and
reported in paragraph (c) of Item 5 below were purchased with Mr. Edelman's
personal funds.

The 100 shares of Common Stock purchased by Penelope C.
Edelman on June 1, 1984 at a total purchase price of $752.00 (including
commissions) and reported in paragraph (c) of Item 5 below were purchased with
Mrs. Edelman's personal funds.

The shares of the Common Stock purchased by the Uniform Gifts
to Minors Act ("UGMA") accounts for each of Danielle Edelman, Lisa Edelman and
Alexandra Edelman (100 shares for each account), which are reported in
paragraph (c) of Item 5 below, were purchased at a total purchase price of
$752.00 (including commissions) for each 100 share purchase, or an aggregate
purchase price of $2,256 for the purchase of 300 shares. Such shares were
purchased with the funds of each respective UGMA account.

The shares of the Common Stock purchased by the three trusts,
one trust for the benefit of Danielle Edelman (100 shares), one trust for the
benefit of Lisa Edelman (100 shares) and one trust for the benefit of Alexandra
Edelman (100 shares), each trust having Michael E. Schultz as trustee, all as
reported in paragraph (c) to Item 5 below, were purchased with each trust's
respective funds at a total purchase price of $752.00 (including commissions)
for each 100 share purchase, for an aggregate purchase price of $2,256 for the
purchase of 300 shares.

The 100 shares of the Common Stock purchased by Mr. Garfinkel
on June 1, 1984 at a total purchase price of $754.00 (including commissions)
and reported in paragraph (c) of Item 5 below were purchased with Mr.
Garfinkel's personal funds.

The 20,000 shares of the Common Stock purchased by HRA & Co.
on June 28, 1984 at a total purchase price of $140,700 (including commissions)
and reported in Schedule A hereto were purchased with the working capital of
HRA & Co. Such shares are held in a margin account of HRA & Co., which account
may from time to time have debit balances which bear interest at rates which
vary with applicable rates and account balances. Because other securities are
held in such margin account, it is impracticable to determine the exact amount,
if any,

Page 47 of 151
<PAGE> 48
borrowed with respect to purchases of the Common Stock. See Schedule A hereto
for a further description of HRA & Co.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 2 -
8/3/84.

Item 3 is hereby supplemented as follows:

On August 3, 1984, in connection with the dissolution of
Canran, Canran distributed all of its shares of the Common Stock to its
partners. As a result of such distribution, Mr. Edelman received 45,800 shares
of the Common Stock and the limited partners of Canran received the remaining
175,300 shares of Canran's total holdings of 221,100 shares of the Common
Stock.

On August 8, 1984, Mr. Edelman purchased 40,100 shares of the
Common Stock at an aggregate purchase price of $301,239.50 (including
commissions). Such shares were purchased with Mr. Edelman's personal funds.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 3 -
10/24/85.

Item 3 is hereby supplemented as follows:

The 86,800 shares of the Common Stock purchased by Datapoint
on October 24, 1985 at an aggregate cost of $654,550.00 (including commissions)
and reported in item 5 below were purchased with working capital of Datapoint.

The 97,000 shares of the Common Stock purchased by the Pension
Plan at an aggregate cost of $705,990.00 (including commissions) and reported
in item 5 below were purchased with working capital of the Pension Plan.

The 193,700 shares of the Common Stock purchased by Plaza
since the date of the last preceding Amendment to this Schedule 13D, at an
aggregate cost of $1,696,812.00 (including commissions), were purchased with
Plaza's partnership funds and are held in Plaza's margin accounts. Since other
securities are held in such accounts, it is impracticable to determine the
amount borrowed, if any, with respect to the Common Stock and interest rates
vary with applicable rates and account balances.

The 192,700 shares of the Common Stock sold by Arbitrage since
the date of the last preceding Amendment to this Schedule 13D were sold at an
aggregate price of $1,684,141.79 (including commissions).

The 24,600 shares of the Common Stock purchased by Asher B.
Edelman since the date of the last preceding Amendment to this Schedule 13D, at
an aggregate cost (including commissions) of $240,853.36 were purchased with
Mrs. Edelman's personal funds.

The 11,100 shares of the Common Stock purchased by Penelope C.
Edelman since the date of the last preceding Amendment to this Schedule 13D, at
an aggregate cost of $89,218.00 (including commissions), were purchased with
Mrs. Edelman's personal funds.

The 7,800 shares of the Common Stock purchased by the Uniform
Gifts to Minors Act ("UGMA") accounts for each of Danielle Edelman, Lisa
Edelman, and Alexandra Edelman since the date of the last preceding Amendment
to this Schedule 13D, at an aggregate cost of $62,896.50 (including
commissions), were purchased with the funds of each UGMA account.

The 10,500 shares of the Common Stock purchased by the three
trusts, one trust each for the benefit of Danielle Edelman, Lisa Edelman, and
Alexandra Edelman (each trust having Michael E. Schultz as trustee) since the
date of the last preceding Amendment to this Schedule 13D, at an aggregate cost
of $82,627.50 (including commissions), were purchased with each trust's
respective funds.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 4 -
11/6/85.

Page 48 of 151
<PAGE> 49
Item 3 is hereby supplemented as follows:

The 13,200 shares of the Common Stock purchased by Datapoint
and reported in Item 5 below were purchased with Datapoint's working capital at
an aggregate cost of $105,940.50 (including commissions).

The 24,200 shares of the Common Stock purchased by the
Retirement Plan and reported in Item 5 below were purchased with the Retirement
Plan's working capital at an aggregate cost of $196,034.00 (including
commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 5 -
4/21/86.

Item 3 is hereby supplemented as follows:

On December 23, 1985 the Company declared a 10% stock dividend
(the "Dividend"), the record date for which was January 3, 1986, and the
distribution date for which was January 24, 1986. Shares received pursuant to
the distribution of the Dividend were acquired by the persons referred to in
paragraph (a) of Item 2 without consideration.

The 3,300 shares of the Common Stock purchased by Datapoint
since the date of Amendment No. 4 to this Schedule 13D (the "Prior Amendment")
were purchased with working capital at an aggregate cost of $31,548.00
(including commissions) and are held in Datapoint's margin account. Since
other securities are held in such account, it is impracticable to determine the
amount, if any, borrowed with respect to such shares, and interest rates vary
with applicable rates and account balances.

The 11,000 shares of the Common Stock purchased by the
Datapoint Plan since the date of the Prior Amendment were purchased with the
Datapoint Plan's working capital at an aggregate cost of $99,190.50 (including
commissions).

The 10,000 shares of the Common Stock purchased by the IT Plan
and reported in Item 5 below were purchased with the IT Plan's working capital
at an aggregate cost of $103,000.00 (including commissions).

The 53,000 shares of the Common Stock purchased by Asher B.
Edelman since the date of the Prior Amendment were purchased with Mr. Edelman's
personal funds at an aggregate cost of $541,670.00 (including commissions) and
are held in Mr. Edelman's margin account. Since other securities are held in
such account, it is impracticable to determine the amount, if any, borrowed
with respect to such shares, and interest rates vary with applicable rates and
account balances.

The 10,000 shares of the Common Stock purchased by Mr.
Rosenblatt and reported in Item 5 below were purchased with Mr. Rosenblatt's
personal funds at an aggregate cost of $103,000.00 (including commissions) and
are held in Mr. Rosenblatt's margin account. Since other securities are held
in such account, it is impracticable to determine the amount, if any, borrowed
with respect to such shares, and interest rates vary with applicable rates and
account balances.

The 13,000 shares of Common Stock purchased by Penelope C.
Edelman since the date of the Prior Amendment were purchased with Mrs.
Edelman's personal funds at an aggregate cost of $132,420.00 (including
commissions) and are held in Mrs. Edelman's margin account. Since other
securities are held in such account, it is impracticable to determine the
amount, if any, borrowed with respect to such shares, and interest rates vary
with applicable rates and account balances.

The 13,100 shares of the Common Stock purchased by the Uniform
Gifts to Minors Act ("UGMA") accounts for the benefit of each of Danielle
Edelman, Lisa Edelman and Alexandra Edelman (collectively, the "UGMA Accounts")
since the date of the Prior Amendment were purchased with each of the UGMA
Accounts' respective funds at an aggregate cost of $125,176.00 (including
commissions).

The 2,100 shares of the Common Stock purchased by the three
trusts, one trust each for the benefit of Danielle Edelman, Lisa Edelman and
Alexandra Edelman, each trust having Michael E. Schultz as trustee

Page 49 of 151
<PAGE> 50
(collectively, the "Trusts") since the date of the prior Amendment were
purchased with each of the Trusts' respective funds at an aggregate cost of
$20,565.71 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 6 -
10/15/86.

Item 3 is hereby supplemented as follows:

Mr. Rosenblatt purchased a total of 2,000 shares of Common
Stock in December 1985 and February 1986. These 2,000 shares of the Common
Stock were purchased with Mr. Rosenblatt's personal funds at an aggregate cost
of $19,221.67 (including commissions) and are held in Mr. Rosenblatt's margin
account. Since other securities are held in such account, it is impracticable
to determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 7 -
11/28/86.

Item 3 is hereby supplemented as follows:

The cost (including commissions) to IT of the Common Stock
purchased by it is reported in Schedule B hereto.

The shares of Common Stock purchased by IT were purchased with
working capital and other funds and are held in its margin account, which
account from time to time may have a debit balance. Since other securities are
held in such account, it is impracticable to determine the amount, if any,
borrowed with respect to such shares, and interest rates vary with applicable
rates and account balances.

Burton Lehman, Michael E. Schultz and Charles P. Stevenson,
Jr., directors of IT and of the Company, each own shares of the Common Stock of
the Company. In addition, Capcor, Inc. ("Capcor"), a New York corporation of
which Mr. Stevenson is the sole director and President, owns shares of the
common stock. Certain of the shares owned by Mr. Lehman were purchased with
his personal funds. The remainder were received as a stock dividend. The
shares owned by Mr. Schultz were purchased with his personal funds. The shares
owned by Mr. Stevenson were received upon the liquidation of Canal-Randolph
Corporation and as a stock dividend from the Company. Certain of the shares
owned by Capcor were purchased with its working capital and others were
purchased with the proceeds of a loan from Drexel Burnham Lambert Inc., which
was subsequently repaid. The remainder of the shares owned by Capcor were
received as a stock dividend and as a distribution upon the liquidation of
Canran Associates I, L.P., a Delaware limited partnership of which Capcor was a
limited partner.

Mr. Edelman, a director of IT and the Company, also owns
shares of the Common Stock. Information regarding Mr. Edelman's stock
ownership has been disclosed in earlier amendments to this Schedule 13D. Such
information remains correct unless amended herein.

Each of Messrs. Lehman, Schultz, Stevenson, Edelman and
Mandigo (a director of IT and the Company) were granted options to purchase
shares of the Common Stock of the Company under the Company's 1985 Directors'
Stock Option Plan (the "1985 Plan"). In addition, Mr. Edelman was granted
options to purchase the Common Stock under the Company's 1984 Stock Option Plan
(the "1984 Plan").

Page 50 of 151
<PAGE> 51
Schedule B

Transactions in Common Stock - Intelogic Trace

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
- - ----------- ---------------- -----
<S> <C> <C>
11/04/86 500 $8.75

11/11/86 400 $8.375

11/12/86 600 $8.625

11/14/86 11,900 $8.75

11/17/86 6,500 $8.75

11/24/86 3,500 $8.25

11/25/86 10,000 $8.25

11/28/86 500 $7.75
32,800 $7.875
3,500 $7.875
800 $8.00
5,700 $7.875
1,200 $8.00

12/02/86 100 $7.75
10,000 $7.75
3,840 $7.75

12/03/86 2,500 $7.75
</TABLE>

Net Total Cost (Including Commissions) = $761,527

Item 3. Source and Amount of Funds or Other Consideration -Amendment No. 8 -
12/29/86.

Item 3 is hereby supplemented as follows:

The cost (including commissions) to IT and Datapoint of the
Common Stock purchased by each such entity is reported in Schedule A hereto.

The shares of Common Stock purchased by Datapoint were
purchased with working capital and other funds and are held in its margin
account, which account from time to time may have a debit balance. Since other
securities are held in such account, it is impracticable to determine the
amount, if any, borrowed with respect to such shares, and interest rates vary
with applicable rates and account balances.

Page 51 of 151
<PAGE> 52

Schedule A

Transactions in the Common Stock of United Stockyards Corporation

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
----------- ------ -----
<S> <C> <C> <C> <C>
Intelogic Trace, Inc.
---------------------
December 4, 1986 2,500 $7.75

December 22, 1986 1,100 $8.00

December 26, 1986 500 $8.125

December 26, 1986 1,000 $8.00

December 26, 1986 400 $8.00

December 29, 1986 2,000 $7.875

December 29, 1986 1,000 $8.00

December 30, 1986 4,700 $8.00

December 30, 1986 300 $7.875

December 30, 1986 1,000 $7.75

December 31, 1986 3,000 $7.75

December 31, 1986 1,500 $7.875

December 31, 1986 600 $8.00

December 31, 1986 5,000 $8.125

December 31, 1986 1,000 $8.125

December 31, 1986 1,000 $8.25

December 31, 1986 500 $8.00

Net Total Cost (Including Commissions): $217,117.50

Arbitrage Securities Company
- - ----------------------------

December 23, 1986 (40,000) $8.00

Datapoint Corporation
- - ---------------------

December 23, 1986 40,000 $8.00

Net Total Cost (Including Commissions): $322,000.00
</TABLE>

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 9 -
1/21/87

Item 3 is hereby supplemented as follows:

On January 20, 1987, Asco Partners, the general partner of
Arbitrage, received a partial liquidating distribution from Arbitrage
consisting of all of the shares of Common Stock owned by Arbitrage. Asco
Partners distributed these shares to its controlling general partner, Mr.
Edelman.

The cost (including commissions) to IT, Datapoint, the
Datapoint Plan, the IT Plan and Penelope Edelman of the Common Stock purchased
by each such entity or person is reported in Schedule A hereto.

Page 52 of 151
<PAGE> 53
The shares of Common Stock purchased by IT were purchased with
working capital and other funds and are held in its margin account, which
account from time to time may have a debit balance. Since other securities are
held in such account, it is impracticable to determine the amount, if any,
borrowed with respect to such shares, and interest rates vary with applicable
rates and account balances.

The Shares of Common Stock purchased by the Datapoint Plan
were purchased with its working capital.

The shares of Common Stock purchased by the IT Plan were
purchased with its working capital.

The shares of Common Stock purchased by Penelope Edelman were
purchased with personal funds and other funds and are held in a margin account,
which from time to time may have a debit balance. Since other securities are
held in such account, it is impracticable to determine the amount, if any,
borrowed with respect to such shares, and interest rates vary with applicable
rates and account balances.

Schedule A

Transactions in the Common Stock of United Stockyards Corporation

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
- - ----------- ---------------- -----
<S> <C> <C>
Intelogic Trace, Inc.
- - ---------------------

January 21, 1987 500 $7.875

500 $8.25

7,000 $7.625

36,000 $7.625

Net Total Cost (Including Commissions): $338,137.50

Datapoint Corporation
- - ---------------------

January 21, 1987 4,500 $7.625

500 $8.00

500 $8.125

54,000 $7.625

Net Total Cost (Including Commissions): $456,912.50

Datapoint Corporation Retirement Income Plan
- - --------------------------------------------
</TABLE>

Page 53 of 151
<PAGE> 54
<TABLE>
<S> <C> <C> <C>
January 21, 1987 2,500 $7.625

Net Total Cost (Including Commissions): $19,187.50

Intelogic Trace, Inc. Retirement Income Plan
- - --------------------------------------------

January 21, 1987 2,000 $7.625

Net Total Cost (Including Commissions): $15,350.00

Penelope C. Edelman
- - -------------------

January 21, 1987 5,000 $7.625

Net Total Cost (Including Commissions): $38,375.00

Arbitrage Securities Company
- - ----------------------------

January 20, 1987 (147,000) **

Asher B. Edelman
- - ----------------

January 20, 1987 147,000
</TABLE>

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 10 -
12/11/87.

Item 3 is hereby supplemented by the addition of the following:

The 1,000 shares purchased by Plaza since the filing of
Amendment No. 9 to the Schedule 13D were purchased with partnership funds and
other funds at an aggregate cost of approximately $8,775 (including
commissions) and are held in its margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 800 shares purchased by IT since the filing of Amendment
No. 9 to the Schedule 13D were purchased with working capital and other funds
at an aggregate cost of approximately $6,702 (including commissions) and are
held in its margin account, which account from time to time may have a debit
balance. Since other securities are held in such account, it is impracticable
to determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The 100 shares purchased by Datapoint since the filing of
Amendment No. 9 to the Schedule 13D were purchased with working capital and
other funds at an aggregate cost of approximately $875 (including commissions)
and are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 327,570 shares purchased by Asher B. Edelman since the
filing of Amendment No. 9 to the Schedule 13D were purchased with personal and
other funds at an aggregate cost of $2,084,508 (including commissions) and are
held in Mr. Edelman's margin account, which account may from time to time have
a debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

- - ----------------------------------

** Partial liquidating distribution of shares by Arbitrage Securities
Company to its general partner Asco Partners which was distributed by
Asco Partners to its controlling general partner Asher B. Edelman.

Page 54 of 151
<PAGE> 55
The 2,000 shares purchased by Jetstar since the filing of
Amendment No. 9 to the Schedule 13D were purchased with working capital and
other funds at an aggregate cost of approximately $17,600 (including
commissions) and are held in Jetstar's margin account which account may from
time to time have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 2,000 shares purchased by Aile Blanche since the filing of
Amendment No. 9 to the Schedule 13D were purchased with working capital and
other funds at an aggregate cost of approximately $17,600 (including
commissions) and are held in Aile Blanche's margin account which account may
from time to time have a debit balance. Since other securities are held in
such account, it is impracticable to determine the amount, if any, borrowed
with respect to such shares, and interest rates vary with applicable rates and
account balances.

The 1,000 shares purchased by Penelope C. Edelman since the
filing of Amendment No. 9 to the Schedule 13D were purchased with personal
funds and other funds at an aggregate cost of approximately $8,775 (including
commissions) and are held in Penelope C. Edelman's margin account, which may
from time to time have a debit balance. Since other securities are held in
such account, it is impracticable to determine the amount, if any, borrowed
with respect to such shares, and interest rates vary with applicable rates and
account balances.

The 3,000 shares purchased by the UGMA accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the
filing of Amendment No. 9 to the Schedule 13D were purchased with the UGMA
account's respective funds at an aggregate cost of approximately $26,325
(including commissions). Since other securities are held in such accounts, it
is impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 10,000 shares purchased by Gerald N. Agranoff since the
filing of Amendment No. 9 to the Schedule 13D were purchased with personal
funds and other funds at an aggregate cost of approximately $60,025 (including
commissions) and are held in Mr. Agranoff's margin account, which may from time
to time have a debit balance. Since other securities are held in such account,
it is impracticable to determine the amount, if any, borrowed with respect to
such shares, and interest rates vary with applicable rates and account
balances.

The 3,000 shares purchased by Clark Mandigo since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds and
other funds at an aggregate cost of approximately $18,025 (including
commissions) and are held in Mr. Mandigo's margin account, which may from time
to time have a debit balance. Since other securities are held in such account,
it is impracticable to determine the amount, if any, borrowed with respect to
such shares, and interest rates vary with applicable rates and account
balances.

The 4,000 shares purchased by Robert Potter since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds and
other funds at an aggregate cost of approximately $24,025 (including
commissions) and are held in Mr. Potter's margin account, which may from time
to time have a debit balance. Since other securities are held in such account,
it is impracticable to determine the amount, if any, borrowed with respect to
such shares, and interest rates vary with applicable rates and account
balances.

The 5,000 shares purchased by Michael Schultz since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds and
other funds at an aggregate cost of approximately $30,025 (including
commissions) and are held in Mr. Schultz's margin account, which may from time
to time have a debit balance. Since other securities are held in such account,
it is impracticable to determine the amount, if any, borrowed with respect to
such shares, and interest rates vary with applicable rates and account
balances.

The 20,000 shares purchased by Raymond French since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds and
other funds at an aggregate cost of approximately $120,025 (including
commissions) and are held in Mr. French's margin account, which may from time
to time have a debit balance. Since other securities are held in such account,
it is impracticable to determine the amount, if any, borrowed with respect to
such shares, and interest rates vary with applicable rates and account
balances.

The 20,000 shares purchased by Dwight Sutherland since the
filing of Amendment No. 9 to the Schedule 13D were purchased with personal
funds and other funds at an aggregate cost of approximately $120,025

Page 55 of 151
<PAGE> 56
(including commissions) and are held in Mr. Sutherland's margin account, which
may from time to time have a debit balance. Since other securities are held in
such account, it is impracticable to determine the amount, if any, borrowed
with respect to such shares, and interest rates vary with applicable rates and
account balances.

The 1,000 shares purchased by the Defined Benefit Plan for
Daniel Kail since the filing of Amendment No. 9 to the Schedule 13D were
purchased with personal funds at an aggregate cost of approximately $6,025
(including commissions).

The 2,000 shares purchased by Burton Lehman since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds at an
aggregate cost of approximately $12,025 (including commissions) and are held in
Mr. Lehman's margin account, which may from time to time have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The 11,500 shares purchased by Other Employees and Clients of
Arbitrage Securities Company ("Other Employees and Clients") since the filing
of Amendment No. 9 to the Schedule 13D were purchased with personal funds at an
aggregate cost of approximately $69,075 (including commissions) and are held in
their respective margin accounts, which may from time to time have a debit
balance. Since other securities are held in such accounts, it is impracticable
to determine the amounts, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 12 -
12/29/88

Item 3 is hereby supplemented by the addition of the following:

The 2,500 shares purchased by Datapoint since the filing of
Amendment No. 11 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $13,500 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 10,300 shares purchased by Regina M. Eden since the filing
of Amendment No. 11 to Schedule 13D were purchased with personal funds and
other funds at an aggregate cost of approximately $58,250 (including
commissions) and are held in her margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 3,000 shares purchased by Jetstar since the filing of
Amendment No. 11 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $10,575 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rate vary with applicable rates and account balances.

The 3,000 shares purchased by Aile Blanche since the filing of
Amendment No. 11 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $10,575 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 38,600 shares purchased by Edelman International were
purchased with working capital and other funds at an aggregate cost of
approximately $166,425 (including commissions) and are held in its margin
account, which account from time to time may have a debit balance. Since other
securities are held in such account, it is impracticable to determine the
amount, if any, borrowed with respect to such shares, and interest rates vary
with applicable rates and account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 13 -
2/1/89

Page 56 of 151
<PAGE> 57
Item 3 is hereby supplemented by the addition of the following:

The 1,000 shares purchased by Regina M. Edelman since the
filing of Amendment No. 12 to Schedule 13D were purchased with personal funds
and other funds at an aggregate cost of approximately $5,625 (including
commissions) and are held in her margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 500 shares purchased by Asher B. Edelman since the filing
of Amendment No. 12 to Schedule 13D were purchased for his Keogh account with
his personal funds at an aggregate cost of approximately $2,812.50 (including
commissions).

The 48,600 shares purchased by Edelman International since the
filing of Amendment No. 12 to Schedule 13D were purchased with working capital
and other funds at an aggregate cost of approximately $287,410 (including
commissions) and are held in its margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 14 -
3/28/89

Item 3 is hereby supplemented by the addition of the following:

The 17,000 shares purchased by Datapoint since the filing of
Amendment No. 13 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $96,472 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 17,100 shares purchased by IT since the filing of
Amendment No. 13 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $97,015 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 20,800 shares purchased by Edelman International since the
filing of Amendment No. 13 to Schedule 13D were purchased with working capital
and other funds at an aggregate cost of approximately $113,119 (including
commissions) and are held in its margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 15 -
4/20/89

Item 3 is hereby supplemented by the addition of the following:

The 12,000 shares purchased by Datapoint since the filing of
Amendment No. 14 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $72,385 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 11,600 shares purchased by IT since the filing of
Amendment No. 14 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $69,975 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

Page 57 of 151
<PAGE> 58
The 10,000 shares purchased by Edelman International since the
filing of Amendment No. 14 to Schedule 13D were purchased with working capital
and other funds at an aggregate cost of approximately $57,500 and are held in
its margin account, which account from time to time may have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The 20,320 shares purchased by Felicitas since the filing of
Amendment No. 14 to Schedule 13D were purchased with partnership funds and
other funds at an aggregate cost of approximately $127,000 and are held in its
margin account, which account from time to time may have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

Item 3 Source and Amount of Funds or Other Consideration - Amendment No. 16 -
12/28/89

Item 3 is hereby supplemented by the addition of the
following:

Edelman Limited Partnership received a capital contribution
from Mr. Edelman of 647,320 shares.

Felicitas received a capital contribution of 11,200 shares.

The 36,600 shares purchased by Datapoint since the filing of
Amendment No. 15 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $179,433 (including commissions)
and are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 37,700 shares purchased by IT since the filing of
Amendment No. 15 to Schedule 13D were purchased with working capital and other
funds at an aggregate cost of approximately $223,323 (including commissions)
and are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 2,200 shares purchased by Edelman International since the
filing of Amendment No. 15 to Schedule 13D were purchased with working capital
and other funds at an aggregate cost of approximately $6,985 (including
commissions) and are held in its margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 900 shares purchased by Aile Blanche since the filing of
Amendment No. 15 to Schedule 13D were purchased with partnership funds and
other funds at an aggregate cost of approximately $2,863 (including
commissions) and are held in its margin account, which account from time to
time may have a debit balance. Since other securities are held in such
account, it is impracticable to determine the amount, if any, borrowed with
respect to such shares, and interest rates vary with applicable rates and
account balances.

The 15,100 shares purchased by Jetstar since the filing of
Amendment No 15 to Schedule 13D were purchased with partnership funds and other
funds at an aggregate cost of approximately $40,178 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 500 shares purchased by Asher B. Edelman since the filing
of Amendment No. 15 to Schedule 13D were purchased for his Keogh account with
his personal funds at an aggregate cost of approximately $2,900 (including
commissions).

The 1,900 shares purchased by Regina M. Edelman since the
filing of Amendment No. 15 to Schedule 13D were purchased with personal funds
and other funds at an aggregate cost of approximately $10,975

Page 58 of 151
<PAGE> 59
Including commissions). Of the 1,900 shares purchased by Regina M. Edelman,
900 shares were purchased for her Keogh account. The remaining 1,000 shares
are held in her margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 1,000 shares purchased by Penelope C. Edelman since the
filing of Amendment No. 15 to Schedule 13D were purchased for her Keogh account
with her personal funds at an aggregate cost of approximately $5,775 (including
commissions).

The 6,000 shares purchased by the UGMA accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the
filing of Amendment No. 15 to the Schedule 13D were purchased with UGMA
accounts respective funds at an aggregate cost of approximately $34,575
(including commissions). Since other securities are held in such accounts, it
is impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

Raymond French was granted options to purchase shares of the
Common Stock of the Company under the 1985 Plan. See Item 6.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 17 -
4/3/90

Item 3 is hereby supplemented by the addition of the following:

The additional 1,400 shares reported to be owned by Datapoint
in this Amendment were purchased with working capital and other funds at an
aggregate cost of approximately $8,295 (including commissions) and are held in
its margin account, which account from time to time may have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The additional 1,800 shares reported to be owned by IT in this
Amendment were purchased with working capital and other funds at an aggregate
cost of approximately $10,268 (including commissions) and are held in its
margin account, which account from time to time may have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The additional 500 shares reported to be owned by Edelman
International in this Amendment were purchased with working capital and other
funds at an aggregate cost of approximately $2,588 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The additional 2,500 shares reported to be owned by Aile
Blanche in this Amendment were purchased with working capital and other funds
at an aggregate cost of approximately $7,938 (including commissions) and are
held in its margin account, which account from time to time may have a debit
balance. Since other securities are held in such account, it is impracticable
to determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The additional 27,800 shares reported to be owned by Jetstar
in this Amendment were purchased with working capital and other funds at an
aggregate cost of approximately $52,375 (including commissions) and are held in
its margin account, which account from time to time may have a debit balance.
Since other securities are held in such account, it is impracticable to
determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The additional 13,100 shares reported to be owned by Edelman
Limited Partnership in this Amendment were purchased with partnership funds and
other funds at an aggregate cost of approximately $30,413 (including
commissions) and are held in its margin account, which account from time to
time may have a debit

Page 59 of 151
<PAGE> 60
balance. Since other securities are held in such account, it is impracticable
to determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

The additional 3,000 shares reported to be owned by the UGMA
Accounts were purchased with the respective funds of the UGMA Accounts at an
aggregate cost of approximately $7,900 (including commissions).

The 9,000 shares reported in this Amendment to be owned by
three Uniform Gift to Minors Act accounts (collectively, the "Custodian
Accounts") of which Mr. Edelman is custodian, each for the benefit of one of
Mr. Edelman's three children, were purchased with the respective funds of the
Custodian Accounts at an aggregate cost of approximately $22,575 (including
commissions).

The additional 14,300 shares reported in this Amendment to be
owned by Mr. Michael Schultz were purchased with his personal funds at an
aggregate cost of approximately $36,722 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 18 -
6/29/90

Item 3 is hereby supplemented by the addition of the following:

In connection with the dissolution of Jetstar, Mr. Edelman, as
the sole stockholder of Jetstar, received a distribution of 47,900 shares of
the Common Stock which he in turn contributed to Edelman Limited Partnership.
In addition, the 24,500 shares purchased by Edelman Limited Partnership since
the date of the last Amendment were purchased with partnership funds and other
funds at an aggregate cost of approximately $52,313 (including commissions) and
are held in its margin account, which account from time to time may have a
debit balance. Since other securities are held in such account, it is
impracticable to determine the amount, if any, borrowed with respect to such
shares, and interest rates vary with applicable rates and account balances.

The 3,000 shares purchased by Mr. Edelman since the date of
the last Amendment were purchased for his Keogh account with his personal funds
at an aggregate cost of approximately $5,075 (including commissions).

The 15,100 shares purchased by the Custodian Accounts since
the date of the last Amendment were purchased with the respective funds of the
Custodian Accounts at an aggregate cost of approximately $29,325 (including
commissions).

The 16,700 shares purchased by Mr. Michael Schultz since the
date of the last Amendment were purchased with his personal funds at an
aggregate cost of approximately $36,981 (including commissions).

The 5,000 shares purchased by the Other Employees and Clients
since the date of the last Amendment were purchased with their personal funds
at an aggregate cost of approximately $9,795 (including commissions) and are
held in their margin accounts, which account from time to time may have a debit
balance. Since other securities are held in such accounts, it is impracticable
to determine the amount, if any, borrowed with respect to such shares, and
interest rates vary with applicable rates and account balances.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 19 -
7/25/90

Item 3 is hereby supplemented by the addition of the following:

The 121,800 shares purchased by Edelman Limited Partnership
since the date of the last Amendment were purchased with partnership funds at
an aggregate cost of approximately $197,950 (including commissions).

The 8,000 shares purchased by Mr. Edelman since the date of
the last Amendment were purchased for his Keogh account with his personal funds
at an aggregate cost of approximately $14,275 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 20 -
7/16/90

Page 60 of 151
<PAGE> 61
Item 3 is hereby supplemented by the addition of the following:

The 20,000 shares purchased by Edelman Limited Partnership
since the date of the last Amendment were purchased with partnership funds at
an aggregate cost of approximately $32,575 (including commissions).

The 24,000 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with their personal funds at an aggregate
cost of approximately $36,500 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 21 -
10/11/90

Item 3 is hereby supplemented by the addition of the following:

The 15,600 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with their personal funds at an aggregate
cost of approximately $25,575 (including commissions).

The 73,000 shares purchased by the Trusts for the benefit of
the children of Mr. Edelman and Penelope C. Edelman since the date of the last
Amendment were purchased with the Trusts' respective funds at an aggregate cost
of approximately $108,425 (including commissions).

The 2,000 shares purchased by the Other Employees and Clients
since the date of the last Amendment were purchased with their personal funds
at an aggregate cost of approximately $3,620 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 22 -
12/28/90

Item 3 is hereby supplemented by the addition of the following:

The 23,300 shares purchased by Mr. Edelman since the date of
the last amendment were purchased with the personal funds of his Keogh account
at an aggregate cost of approximately $10,375 (including commissions).

The 7,100 shares purchased by the Trusts for the benefit of
the children of Mr. Edelman and Penelope C. Edelman since the date of the last
Amendment were purchased with the Trusts' respective funds at an aggregate cost
of approximately $9,240 (including commissions).

The 22,000 shares purchased by the Other Employees and Clients
since the date of the last Amendment were purchased with their personal funds
at an aggregate cost of approximately $17,350 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 23 -
1/2/91

Item 3 is hereby amended by the deletion in its entirety of
Item 3 of Amendment No, 22 and by the addition of the following:

The 17,300 shares purchased by Mr. Edelman since the date of
the last amendment were purchased with the personal funds of his Keogh account
at an aggregate cost of approximately $7,465 (including commissions).

The 6,900 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with the respective funds of the UGMA
Accounts at an aggregate cost of approximately $3,170 (including commissions).

Page 61 of 151
<PAGE> 62
The 22,000 shares purchased by the Other Employees and Clients
since the date of the last Amendment were purchased with their personal funds
at an aggregate cost of approximately $17,350 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 24 -
4/11/91.

Item 3 is hereby supplemented by the addition of the following:

The 7,600 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with the respective funds of the UGMA
Accounts at an aggregate cost of approximately $3,582 (including commissions).

Item 3. Source and Amount of Funds or other Consideration - Amendment No. 25 -
10/7/91.

Item 3 is hereby supplemented by the addition of the following:

The 143,000 shares purchased by Regina M. Edelman since the
date of the last Amendment were purchased with her personal funds at an
aggregate cost of approximately $54,994 (including commissions, if any).

The 443,730 shares purchased by the Trusts for the benefit of
the children of Mr. Edelman and Penelope C. Edelman since the date of the last
Amendment were purchased with the Trusts' respective funds at an aggregate cost
of approximately $166,399.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 26 -
10/10/91.

Item 3 is hereby supplemented by the addition of the following:

The 114,550 shares purchased by the Custodian Accounts since
the date of the last Amendment were purchased with their respective personal
funds at an aggregate cost of approximately $42,956.

Penelope C. Edelman received 23,000 shares as a partial
liquidating distribution from Plaza in connection with her withdrawal as a
limited partner of Plaza.

One of the Other Employees and Clients received 11,000 shares
as a partial liquidating distribution from Plaza in connection with such
person's withdrawal as a limited partner of Plaza.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 27 -
12/6/91.

Item 3 is hereby supplemented by the addition of the following:

The 43,400 shares purchased by Regina M. Edelman since the
date of the last Amendment were purchased with her personal funds at an
aggregate cost of approximately $11,000.

The 11,000 shares purchased by Penelope C. Edelman since the
date of the last Amendment were purchased with her personal funds at an
aggregate cost of approximately $4,135.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 28 -
1/14/92.

Item 3 is hereby supplemented by the addition of the following:

The 5,700 shares purchased by Regina M. Edelman since the date
of the last Amendment were purchased with her personal funds at an aggregate
cost of $1,515 (including commissions).

The 36,000 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with the respective funds of the UGMA
Accounts at an aggregate cost of $9,075 (including commissions).

Page 62 of 151
<PAGE> 63
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 29 -
5/6/92.

Item 3 is hereby supplemented by the addition of the following:

The 85,000 shares purchased by Edelman Limited Partnership
since the date of the last Amendment were purchased with its partnership funds
at an aggregate cost of approximately $13,331 (including commissions).

Penelope C. Edelman received 1,365 shares as a partial
liquidating distribution from Felicitas in connection with her withdrawal as a
limited partner of Felicitas.

The Trusts received 1,812 shares as partial liquidating
distributions from Felicitas in connection with their withdrawal as limited
partners of Felicitas.

Michael Schultz received 267 shares as a partial liquidating
distribution from Felicitas in connection with his withdrawal as a limited
partner of Felicitas.

Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 30 -
11/2/93.

Item 3 is hereby supplemented by the addition of the following:

The 30,000 shares purchased by the Custodian Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with funds of such Custodian Accounts at
an aggregate cost of approximately $4,712 (including commissions).

The 37,500 shares purchased by Edelman Limited Partnership
since the date of the last Amendment were purchased with its partnership funds
at an aggregate cost of approximately $1,825 (including commissions).

Item 3. Source and Amount of Funds or Other Consideration- Amendment No. 31 -
9/30/94.

Item 3 is hereby supplemented by the addition of the following:

The 20,000 shares purchased by the Custodian Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with funds of such Custodian Accounts at
an aggregate cost of approximately $11,250 (excluding commissions).

The 15,000 shares purchased by Edelman Limited Partnership
since the date of the last Amendment were purchased with its partnership funds
at an aggregate cost of approximately $9,375 (excluding commissions).

The 26,000 shares purchased by the UGMA Accounts for the
benefit of the children of Mr. Edelman and Penelope C. Edelman since the date
of the last Amendment were purchased with funds of such UGMA Accounts at an
aggregate cost of approximately $7050 (excluding commissions).

The 3,400 shares purchased by Mildred Ash since the date of
the last amendment were purchased with her personal funds at an aggregate cost
of $2,958 (excluding commissions).

The 3,400 shares purchased by Penelope C. Edelman since the
date of the last amendment were purchased with her personal funds at an
aggregate cost of $2,958 (excluding commissions).

Page 63 of 151
<PAGE> 64
ITEM 4, AS AMENDED

Item 4. Purpose of Transaction - Initail Filing - 6/1/84.

The purpose of the acquisition and holding of shares of the
Common Stock by Mr. Edelman and the Partnerships is for investment. Each of
the Partnerships and Mr. Edelman intends to review the investment in the
Company continuously and may, depending upon various factors including general
economic conditions, stock market conditions and future developments affecting
the Company, acquire additional shares of the Common Stock in open market or
private transactions or may, subject to applicable securities laws, sell any or
all of the shares of the Common Stock now owned or hereafter acquired.

Item 4. Purpose of Transaction Amendment No. 2 - 8/3/84.

Item 4 is hereby supplemented as follows:

On August 3, 1984, in connection with the dissolution of
Canran, Canran distributed all of its shares of the Common Stock to its
partners. As a result of such distribution Canran is no longer to be
considered a member of a group for purposes of Section 13(d)(3) of the Act and,
therefore, will no longer file a Schedule 13D or amendments thereto with
respect to the Common Stock.

Item 4. Purpose of Transaction - Amendment No. 25 - 10/7/91.

Item 4 is hereby supplemented by the addition of the following:

Plaza intends to dispose of its remaining shares of Common
Stock in privately negotiated transactions and in liquidating distributions to
certain of its withdrawing limited partners.

Each of the reporting persons intends to review its investment
in the Company on a continuing basis and, depending upon various factors,
including the Company's business affairs and financial position, the price
levels of the shares of the Common Stock, and conditions in the securities
markets and general economic and industry conditions, will take such actions
with respect to its respective investment in the Company as it deems
appropriate in light of the circumstances existing from time to time. Such
actions may include the acquisition of additional shares of the Common Stock
through open-market and privately negotiated transactions, and may, subject to
applicable securities laws, include the sale of some or all of its holdings in
the open market or in privately negotiated transactions to one or more
purchasers under appropriate circumstances.

Page 64 of 151
<PAGE> 65
ITEM 5, AS AMENDED

Item 5. Interest in Securities of the Issuer - Initial Filing - 6/1/84.

(a) As of the date hereof (i) Plaza owns beneficially
743,100 shares of the Common Stock, constituting approximately 16.02% of the
4,639,665 shares outstanding (based upon the number of shares distributed as
contained in the Proxy Statement of Canal-Randolph Corporation, dated March 16,
1984); (ii) Arbitrage owns beneficially 362,700 shares of the Common Stock,
constituting approximately 7.82% of the shares outstanding; (iii) Canran owns
beneficially 221,100 shares of the Common Stock, constituting approximately
4.77% of the shares outstanding; and (iv) Mr. Edelman owns beneficially and
directly 3,000 shares of the Common Stock, constituting approximately .06% of
the shares outstanding. As sole or controlling general partner of each
Partnership, Mr. Edelman also may be deemed to own beneficially the shares
owned by each Partnership (which, together with the 3,000 shares owned directly
by Mr. Edelman, aggregate to 1,329,900 shares, or approximately 28.66% of the
outstanding shares), by reason of the provisions of Rule 13d-3.

(b) Arbitrage and Canran have the power to vote and to
dispose of the 362,700 shares and 221,100 shares of the Common Stock owned by
them, respectively, which power is exercisable by Mr. Edelman as sole general
partner. Plaza has the power to vote and dispose of the 743,100 shares of the
Common Stock owned by it, which power is exercisable by Mr. Edelman as
controlling general partner. Mr. Edelman has the sole power to vote and
dispose of the 3,000 shares of the Common Stock directly owned by him.

(c) In connection with its implementation of a Plan of
Complete Liquidation and Dissolution, Canal-Randolph Corporation distributed to
its shareholders all of the outstanding shares of the Company on June 1, 1984.
As a result of their stockholdings of record in Canal-Randolph Corporation (i)
Plaza received 743,100 shares of the Common Stock on such date, (ii) Arbitrage
received 362,700 shares of the Common Stock on such date, (iii) Canran received
221,100 shares of the Common Stock on such date and (iv) Mr. Edelman received
3,000 shares of the Common Stock on such date. No other transactions in the
Common Stock have been effected by the Partnerships, Mr. Edelman or any of the
other Plaza General Partners during the sixty-day period ending on the date
hereof.

(d) Not applicable.

(e) Not applicable.

Item 5. Interest in Securities of the Issuer. - Amendment No. 1 - 7/1/84

Item 5 is hereby supplemented as follows:

(a) As sole general partner of Arbitrage, Asco may be
deemed to own beneficially the 362,700 shares of the Common Stock owned by
Arbitrage. As sole general partner of Canran, and as controlling general
partner of Plaza and Asco, Mr. Edelman may also be deemed to own beneficially
the shares owned by each of the Partnerships, by reason of the provisions of
Rule 13d-3 of the Act. See also paragraph (b) below and Schedule A hereto.

(b) Arbitrage has the power to vote and dispose of the
362,7000 shares of the Common Stock owned by it, which power is exercisable by
Asco as sole general partner; as controlling general partner of Asco, such
power is exercisable by Mr. Edelman. Mr. Edelman has the sole power to vote
and dispose of the 100 shares of the Common Stock purchased by him and reported
in paragraph (c) below. Penelope C. Edelman has the sole power to vote and
dispose of the 100 shares of the Common Stock purchased by her and, as
custodian, has the sole power to vote and dispose of the 300 shares of the
Common Stock held in the three UGMA accounts for the benefit of Danielle
Edelman, Lisa Edelman and Alexandra Edelman, the daughters of Mr. and Mrs.
Edelman, all of which shares are reported in paragraph (c) below. AS trustee
of the three trusts established for the benefit of Mr. and Mrs. Edelman's
daughters, Michael E. Schultz has the power to vote and dispose of the 300
shares of the Common Stock held by such trusts and reported in paragraph (c)
below.

Page 65 of 151
<PAGE> 66
By virtue of their family relationships and the provisions of
Rule 13d-3 under the Act, Mr. Edelman may be deemed to own beneficially the 100
shares of the Common Stock owned by Mrs. Edelman, the 300 shares of the Common
Stock in the UGMA accounts for the benefit of his daughters and the 300 shares
of the Common Stock placed in trust for the benefit of his daughters. Mr.
Edelman hereby expressly disclaims beneficial ownership of such shares in
accordance with Rule 13d-4 under the Act.

See also Schedule A hereto.

(e) No change.

Item 5. Interest in Securities of the Issuer - Amendment No. 2 - 8/3/84.

Item 5 is hereby supplemented as follows:

(a) As a consequence of the distribution of shares of the
Common Stock by Canran and his purchase of shares on August 8, 1984, both as
described in Item 3 supra, Mr. Edelman owns directly 88,900 shares of the
Common Stock, constituting approximately 1.9% of the 4,639,665 shares
outstanding (based upon the number of shares outstanding reported in the
registration on Form 10 by the Company dated May 2, 1984). As controlling
general partner of Plaza and Asco Partners (the sole general partner of
Arbitrage) Mr. Edelman may also be deemed to own beneficially the shares owned
by each Partnership (which, together with the 88,900 shares Mr. Edelman

Page 66 of 151
<PAGE> 67
owns directly, aggregate to 1,194,700, or approximately 25.7% of the
outstanding shares), by reason of the provisions of Rule 13d-3 of the Act.

(b) Mr. Edelman has the power to vote and dispose of the
88,900 shares of the Common Stock owned by him.

(c) The table below sets forth the number of shares of
the Common Stock purchased by Mr. Edelman since July 6, 1984 (the date of
Amendment No. 1 to this Schedule 13D), the dates of such purchases and the
purchase price per share. All of such shares were purchased on the open
market.

<TABLE>
<CAPTION>
Date of Transaction No. of Shares Purchased Price Per Shares
------------------- ----------------------- ----------------
<S> <C> <C>
August 8, 1984 2,500 $7.375
August 8, 1984 37,600 7.50
</TABLE>

(d) No change.

(e) No change.

Item 5. Interest in Securities of the Issuer - Amendment No. 3 - 10/24/85.

Item 5 is hereby supplemented as follows:

(a) As of the date hereof, the Pension Plan owns 97,000
shares of the Common Stock, constituting approximately 2.1% of the 4,655,575
shares outstanding (based upon the quarterly report of the Company on Form 10-Q
for the quarter ended July 31, 1985); Datapoint owns 86,800 shares of the
Common Stock, constituting approximately 1.9% of the shares outstanding; Plaza
owns 936,800 shares of the Common Stock, constituting approximately 20.1% of
the shares outstanding; Arbitrage owns 170,000 shares of the Common Stock,
constituting approximately 3.7% of the shares outstanding; and Asher B. Edelman
owns 113,500 shares of the Common Stock, constituting approximately 2.4% of the
shares outstanding.

Penelope C. Edelman owns 11,200 shares of the Common Stock,
constituting approximately 0.2% of the shares outstanding; the three UGMA
accounts own an aggregate of 8,100 shares of the Common Stock, constituting
approximately 0.2% of the shares outstanding; and the three trusts own an
aggregate of 10,800 shares of the Common Stock,constituting approximately 0.2%
of the shares outstanding.

As the sole general partner of Arbitrage, Asco may be deemed
to own beneficially the shares of the Common Stock owned by Arbitrage. As the
controlling general partner of Asco and of Plaza, Mr. Edelman may be deemed to
own beneficially the shares owned by Arbitrage and Plaza. Plaza, Arbitrage,
Mr. Edelman, Datapoint and the Pension Plan own an aggregate of 1,404,100
shares of the Common Stock, constituting approximately 30.2% of the shares
outstanding.

(b) Datapoint has the power to vote and dispose of the shares
of the Common Stock owned by it, which power is exercised by a Special
Investments Committee composed of Mr. Edelman, Raymond French and Edward P.
Gistaro. The Pension Plan has the power to vote and dispose of the shares of
the Common Stock owned by it, which power is exercised by an investment
committee composed of Mr. Edelman, Charles P. Stevenson, Jr., and Mr. Gistaro.
Arbitrage has the power to vote and dispose of the shares of the Common Stock
owned by it, which power is exercisable by Asco as sole general partner of
Arbitrage; as controlling general partner of Asco, such power is exercisable by
Mr. Edelman. Plaza has the power to vote and dispose of the shares of the
Common Stock owned by it, which owner is exercisable by Mr. Edelman as
controlling general partner.

Mr. Edelman has the power to vote and dispose of the shares of
the Common Stock owned by him. Penelope C. Edelman has the power to vote and
dispose of the shares of the Common Stock owned by

Page 67 of 151
<PAGE> 68
her and, as custodian, has the power to vote and dispose of the shares of the
Common Stock held in the three UGMA accounts. As trustee of the three trusts
established for the benefit of Mr. and Mrs. Edelman's daughters, Michael E.
Schultz has the power to vote and dispose of the shares of the Common Stock
held by such trusts.

Mr. Edelman hereby expressly disclaims beneficial ownership of
the shares of the Common Stock owned by Mrs. Edelman, the shares of the Common
Stock held by the UGMA accounts for the benefit of his daughters and the shares
of the Common Stock held by the trusts for the benefit of his daughters.

(c) The transactions in the Common Stock effected by the
persons named in Item 2(a) of this Schedule 13D, as amended, during the past 60
days are reported in Schedule D hereto. All such transactions took place on
the open market.

Item 5. Interest in Securities of the Issuer - Amendment No. 4 - 11/6/85.

Item 5 is hereby supplemented as follows:

(a) As of the date hereof, Datapoint owns 100,000 shares
of the Common Stock, constituting approximately 2.1% of the 4,655,575 shares
outstanding (based upon the quarterly report of the Company on Form 10-Q for
the quarter ended July 31, 1985); and the Retirement Plan owns 24,200 shares of
the Common Stock, constituting approximately 0.5% of the shares outstanding.
Plaza, Arbitrage, Mr. Edelman, Datapoint, the Pension Plan and the Retirement
Plan own an aggregate of 1,444,500 shares of the Common Stock, constituting
approximately 31.0% of the shares outstanding.

(b) The Retirement Plan has the power to vote and dispose
of the shares of the Common Stock owned by it, which power is exercised by the
Company's Executive Committee.

(c) The transactions in the Common Stock effected by
Datapoint since the last filing of an amendment to this Schedule 13D are
reported in Schedule B hereto. All transactions in the Common Stock effected
by the Retirement Plan are reported in Schedule C hereto. All such
transactions took place on the open market.

SCHEDULE B

Transactions in the Common Stock
of United Stockyards Corporation
by Datapoint Corporation

<TABLE>
<CAPTION>
Date of No. of Shares Price Per
Transaction Purchased (Sold) Share
- - ----------- ---------------- ---------
<S> <C> <C>
October 28, 1985 10,000 $8.00
October 29, 1985 100 7.875
October 31, 1985 1,300 7.875
November 1, 1985 1,200 7.875
November 4, 1985 100 7.875
</TABLE>

Page 68 of 151
<PAGE> 69
SCHEDULE C

Transactions in the Common Stock
of United Stockyards Corporation
by the United Stockyards Corporation
Retirement Plan

<TABLE>
<CAPTION>
Date of No. of Shares Price Per
Transaction Purchased (Sold) Share
- - ----------- ---------------- ---------
<S> <C> <C>
May 13, 1985 3,000 $8.875
May 13, 1985 6,000 8.75
May 13, 1985 1,000 8.875
May 16, 1985 1,000 8.75
May 17, 1985 1,000 8.75
May 20, 1985 1,000 8.25
May 20, 1985 1,000 8.00
May 29, 1985 1,000 7.25
May 31, 1985 1,000 6.75
June 3, 1985 1,000 6.875
June 7, 1985 1,000 7.375
June 10, 1985 1,000 7.25
June 17, 1985 1,000 7.75
June 20, 1985 600 7.00
June 24, 1985 1,000 7.00
June 25, 1985 1,000 7.00
June 27, 1985 600 7.25
July 9, 1985 1,000 7.50
</TABLE>

Item 5. Interest in Securities of the Issuer - Amendment No. 5 - 4/21/86.

Item 5(a), (b) and (c) are hereby amended as follows:

(a) The aggregate percentage of shares of the Common
Stock reported owned by each person herein is based upon 5,147,011 shares
outstanding, which is the number of shares outstanding as at February 28, 1986,
as reported in the Company's quarterly report on Form 10-Q for the quarter
ended january 31, 1986, as filed with the Securities and Exchange Commission.
Such number of outstanding shares of the Common Stock, and the number of shares
reported below, reflects the Dividend.

As of the date hereof:

(i) Plaza owns 1,030,480 shares of the
Common Stock, constituting approximately 20.0% of the shares
outstanding.

(ii) Arbitrage owns 187,000 shares of the
Common Stock, constituting approximately 3.6% of the shares
outstanding. As investment manager for Datapoint, Arbitrage, by
reason of the provisions of Rule 13d-3, may be deemed to own
beneficially the 113,300 shares of the Common Stock owned by
Datapoint. When such shares are totaled with the shares owned by
Arbitrage, they constitute approximately 5.8% of the shares
outstanding.

(iii) Datapoint owns 113,300 shares of the
Common Stock, constituting approximately 2.2% of the shares
outstanding.

(iv) The Datapoint Plan owns 121,350
shares of the Common Stock, constituting approximately 2.4% of the
shares outstanding.

(v) The Retirement Plan owns 26,620
shares of the Common Stock, constituting approximately 0.5% of the
shares outstanding.

(vi) The IT Plan owns 10,000 shares of
the Common Stock, constituting approximately 0.2% of the shares
outstanding.

(vii) Mr. Edelman owns directly 177,850
shares of the Common Stock, constituting approximately 3.5% of the
shares outstanding. By reason of the provisions of Rule 13d-3, he may
be deemed to own beneficially the 1,488,750 shares owned by the
foregoing persons which,

Page 69 of 151
<PAGE> 70
when aggregated with the shares owned by Mr. Edelman, total 1,666,600
shares, constituting approximately 32.4% of the shares outstanding.

(viii) Mr. Rosenblatt owns 10,000 shares of
the Common Stock, constituting approximately 0.2% of the shares
outstanding.

(ix) Mrs. Edelman owns 25,320 shares of
the Common Stock, constituting approximately 0.5% of the shares
outstanding. In addition, the UGMA Accounts own a total of 2,500
shares of the Common Stock, constituting less than 0.1% of the shares
outstanding.

(x) The Trusts own a total of 13,980
shares of the Common Stock, constituting approximately 0.3% of the
shares outstanding.

(b) (i) Plaza has the sole power to vote and
dispose of the shares owned by it, which power is exercisable by Mr.
Edelman as controlling general partner thereof.

(ii) Arbitrage has the sole power to vote
and dispose of the shares owned by it, which power is exercisable by
Asco as sole general partner. Arbitrage also shares the power to
dispose of the shares owned by Datapoint, as its investment manager.
Such power is exercisable by Mr. Edelman as controlling general
partner of Asco.

(iii) Datapoint has the sole power to vote
and shared power to dispose of the shares owned by it. The power to
vote such shares is exercisable by its Chairman of the Board, Mr.
Edelman. The power to dispose of such shares is exercisable by
Arbitrage as investment manager for Datapoint, which power is
exercisable by Mr. Edelman as controlling general partner of Asco (the
sole general partner of Arbitrage).

(iv) The Datapoint Plan has the sole
power to vote and dispose of the shares owned by it, which power is
exercisable by its trustees, Messrs. Edelman, French and Stevenson.

(v) The Retirement Plan has the sole
power to vote and dispose of the shares owned by it, which power is
exercisable by the Executive Committee of the Company, trustees of the
Retirement Plan, consisting of Messrs. Edelman, French and Stevenson.

(vi) The IT Plan has the sole power to
vote and dispose of the shares owned by it, which power is exercisable
by its trustees, Messrs. Edelman and Stevenson.

(vii) Mr. Edelman has the sole power to
vote and dispose of the shares owned directly by him.

(viii) Mr. Rosenblatt has the sole power to
vote and dispose of the shares owned directly by him.

(ix) Mrs. Edelman has the sole power to
vote and dispose of the shares owned by her and, as custodian, has the
sole power to vote and dispose of the shares held in the UGMA
Accounts.

(x) As trustee of the Trusts, Michael E.
Schultz has the sole power to vote and dispose of the shares held by
the Trusts.

Mr. Edelman hereby expressly disclaims beneficial ownership of
the shares of the Common Stock owned by Mrs. Edelman, the UGMA Accounts and
the Trusts.

(c) All transactions in the Common Stock effected by the
persons referred to in paragraph (a) of Item 2 hereof during the past 60 days
are reported in Schedule A hereto. All such transactions took place in the
open market.

Page 70 of 151
<PAGE> 71
Schedule A

Transactions in the Common Stock of United
Stockyards Corporation During the Past 60 Days

<TABLE>
<CAPTION>
Date of No. of Shares Price Per
Transaction Purchased Share
----------- ------------- ---------
<S> <C> <C>
IT Plan
-------
April 21, 1986 10,000 $10.30

Lief D. Rosenblatt
------------------
April 21, 1986 10,000 $10.30

Asher B. Edelman
----------------
April 21, 1986 44,000 $10.30

Penelope C. Edelman
-------------------
February 26, 1986 3,000 $ 9.80
April 21, 1986 10,000 $10.30

UGMA Accounts
-------------
February 26, 1986 3,000 $ 9.80
April 21, 1986 2,500 $10.30

Trusts
--------------
April 21, 1986 1,500 $10.30
</TABLE>

Item 5 Interest in Securities of the Issuer. - Amendment No. 6 - 10/15/86

Items 5(a), (b), (c) and (e) are hereby amended as follows:

(a) The aggregate percentage of shares of the Common
Stock reported owned by each person herein is based upon 4,215,796 shares
outstanding, which is the number of shares outstanding as at October 15, 1986.
Such number of outstanding shares of the Common Stock reflects the number of
shares outstanding as of August 31, 1986, as reported in the Company's
Schedule 13E-4 dated September 4, 1986, less the number of shares of Common
Stock exchanged in the Company's exchange offer, as reported in Amendment No. 2
to the Company's Schedule 13E-4 dated October 15, 1986.

As of the date hereof:

(i) Plaza owns 1,030,480 shares of the Common
Stock, constituting approximately 24.4% of the shares outstanding.

(ii) Arbitrage owns 187,000 shares of the Common
Stock, constituting approximately 4.4% of the shares outstanding.

(iii) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares
outstanding.

(iv) Mr. Edelman owns directly 177,850 shares of
the Common Stock, constituting approximately 4.2.% of the shares
outstanding. By reason of the provisions of Rule 13d-3, he may be
deemed to own beneficially the 1,244,100 shares owned by the foregoing
persons which, when aggregated with the shares owned by Mr. Edelman,
total 1,421,950 shares, constituting approximately 33.7% of the shares
outstanding.

Page 71 of 151
<PAGE> 72
(v) Mr. Rosenblatt, who is a general partner of
Plaza and a general partner of Asco, which is the general of
Arbitrage, owns 12,000 shares of the Common Stock, constituting
approximately 0.3% of the shares outstanding.

(vi) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper who is a general partner of Plaza and a
general partner of Asco, which is the general partner of Arbitrage,
owns 36,800 shares of the Common Stock, constituting approximately
0.9% of the shares outstanding.

(vii) Irving Garfinkel, who is a general partner of
Plaza and a general partner of Asco, which is the general partner of
Arbitrage, owns 110 shares of the Common Stock constituting less than
0.1% of the shares outstanding.

(viii) Gerald N. Agranoff, who is a general partner
of Asco, which is the general partner of Arbitrage, owns 1,100 shares
of the Common Stock, constituting less than 0.1% of the shares
outstanding.

(ix) Mrs. Edelman owns 15,320 shares of Common
Stock, constituting approximately 0.4% of the shares outstanding. In
addition, the UGMA Accounts own a total of 11,010 shares of the Common
Stock, constituting less than 0.3% of the shares outstanding.***

(x) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares
outstanding.

(xi) Datapoint, the Datapoint Plan and the IT Plan
no longer own any shares of the Common Stock, having exchanged all of
their shares for shares of the Company's $1.30 Exchangeable Preferred
Stock pursuant to the exchange offer made by the Company to all of the
holders of its Common Stock.

(b) (i) Plaza has the sole power to vote and dispose
of the shares owned by it, which power is exercisable by Mr. Edelman as
controlling general partner thereof.

(ii) Arbitrage has the sole power to vote and
dispose of the shares owned by it, which power in exercisable by Asco
as sole general partner. Such power is exercisable by Mr. Edelman as
controlling general partner of Asco.

(iii) The Retirement Plan has the sole power to vote
and dispose of the shares owned by it, which power is exercisable by
the Executive Committee of the Company, trustee of the Retirement
Plan, consisting of Messrs. Edelman, French and Stevenson.

(iv) Mr. Edelman has the sole power to vote and
dispose of the shares owned directly by him.

(v) Mr. Rosenblatt has the sole power to vote and
dispose of the shares owned directly by him.

(vi) Howard R. Alper & Co., Inc. has the sole
power to vote and dispose of the shares owned directly by it.

- - ----------------------------------

*** In Amendment No. 5 the UGMA Accounts were erroneously reported
as owning 2,500 shares of Common Stock constituting less than
0.1% of the shares outstanding. As of the date of that
amendment, the UGMA Accounts actually owned 22,010 shares of
Common Stock constituting approximately 0.4% of the shares
outstanding.

Page 72 of 151
<PAGE> 73
(vii) Mr. Garfinkel has the sole power to vote and
dispose of the shares owned directly by him.

(viii) Mr. Agranoff has the sole power to vote and
dispose of the shares owned directly by him.

(ix) Mrs. Edelman has the sole power to vote and
dispose of the shares owned by her and, as custodian, has the sole
power to vote and dispose of the shares held in the UGMA Accounts.

(x) As trustee of the Trusts, Michael E. Schultz
has the sole power to vote and dispose of the shares held by the
Trusts.

Mr. Edelman hereby expressly disclaims beneficial ownership of
the shares of the Common Stock owned by Mrs. Edelman, the UGMA Accounts and
the Trusts.

(c) All transactions in the Common Stock effected by
persons covered by this Schedule 13D during the past 60 days are reported in
Schedule A hereto. All such transactions involved the exchange of shares of
Common Stock for an identical number of shares of the Company's $1.30
Exchangeable Preferred Stock pursuant to the exchange offer made by the Company
to all of the holders of its Common Stock.

Schedule A

Transactions in the Common Stock of United
Stockyards Corporation During the Past 60 Days

<TABLE>
<CAPTION>
Date of No. of Shares Price Per
Transaction Exchanged Share
----------- ------------- ---------
<S> <C> <C>
IT Plan
-------
October 15, 1986 10,000 $ *

Penelope C. Edelman
-------------------
October 15, 1986 10,000 $ *

UGMA Accounts
-------------
October 15, 1986 11,000 $ *

Trusts
------
October 15, 1986 6,000 $ *

Datapoint
---------
October 15, 1986 113,300 $ *

Datapoint Plan
--------------
October 15, 1986 121,350 $ *
</TABLE>

- - -----------------

* Each share of Common Stock was exchanged for one share of the
Company's $1.30 Exchangeable Preferred Stock pursuant to the Company's
exchange offer.

(e) See Item 2(a).

Page 73 of 151
<PAGE> 74
Item 5. Interest-in Securities of the Issuer. - Amendment No. 7 - 11/28/86

Items 5(a), (b) and (c) are hereby supplemented as follows:

(a) As of the date hereof:

(i) IT owns 94,340 shares of the Common Stock
constituting approximately 2.2% of the shares outstanding.

(ii) Arbitrage owns 187,000 shares of the Common
Stock, constituting approximately 4.4% of the shares outstanding. As
investment manager for IT, Arbitrage, by reason of the provisions of Rule
13d-3, may be deemed to own beneficially the 94,340 shares of the Common Stock
owned by IT which shares when aggregated with the shares owned by Arbitrage
total 281,340 shares constituting approximately 6.7% of the shares outstanding.

(iii) Plaza owns 1,030,480 shares of the Common
Stock, constituting approximately 4.4% of the shares outstanding.

(iv) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(v) Mr. Edelman owns directly 177,850 shares of
the Common Stock, constituting approximately 4.2% of the shares outstanding.
In addition, Mr. Edelman holds options on the Common Stock, which options are
described in Item 6 hereof. As a result of such options, Mr. Edelman may be
deemed to be the beneficial owner of an additional 55,000 shares of Common
Stock (constituting approximately 1.3% of the shares outstanding). By reason
of the provisions of Rule 13d-3, he may be deemed to own beneficially the
1,338,440 shares owned by Plaza, and the Retirement Plan which, when aggregated
with the shares owned by Mr. Edelman, total 1,571,290 shares (including
options on 55,000 shares), constituting approximately 36.8% of the shares
outstanding.

(vi) Mr. Rosenblatt, who is a general partner of
Plaza and a general partner of Asco, which is the general partner of Arbitrage,
owns 12,000 shares of the Common Stock, constituting approximately 0.3% of the
shares outstanding.

(vii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper who is a general partner of Plaza and a general
partner of Asco, which is the general partner of Arbitrage, owns 36,800 shares
of the Common Stock, constituting approximately 0.9% of the shares outstanding.

(viii) Irving Garfinkel, who is a general partner of
Plaza and a general partner of Asco, which is the general partner of Arbitrage,
owns 110 shares of the Common Stock constituting less than 0.1% of the shares
outstanding.

(ix) Gerald N. Agranoff, who is a general partner
of Asco, which is the general partner of Arbitrage, owns 1,100 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(x) Mrs. Edelman owns 15,320 shares of the Common
Stock, constituting approximately 0.4% of the shares outstanding. In addition,
the UGMA Accounts own a total of 11,010 shares of the Common Stock,
constituting less than 0.3% of the shares outstanding.

(xi) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding.

(xii) Mr. Lehman owns 660 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding. In addition, Mr.
Lehman holds options on the Common Stock, which options are described in Item 6
hereof. As a result of his ownership of such options, Mr. Lehman may be deemed
to be the beneficial owner of an additional 22,000 shares of Common Stock
(constituting approximately 0.5% of the shares outstanding).

Page 74 of 151
<PAGE> 75
(xiii) Mr. Schultz owns 2,000 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding. In addition, Mr.
Schultz holds options on the Common Stock, which options are described in Item
6 hereof. As a result of his ownership of such options, Mr. Schultz may be
deemed to be the beneficial owner of an additional 22,000 shares of Common
Stock (constituting approximately 0.5% of the shares outstanding).

(xiv) Mr. Stevenson owns 12,870 shares of the
Common Stock constituting approximately 0.3% of the shares outstanding. In
addition, Mr. Stevenson holds options on the Common Stock, which options are
described in Item 6 hereof. As a result of his ownership of such options, Mr.
Stevenson may be deemed to be the beneficial owner of an additional 27,500
shares of Common Stock (constituting approximately 0.6% of the shares
outstanding). By reason of the provisions of Rule 13d-3, he may be deemed to
own beneficially the 446,940 shares owned by Capcor which, when aggregated with
the shares owned by Mr. Stevenson, total 487,310 shares (including options on
27,500 shares), constituting approximately 11.5% of the shares outstanding.

(xv) Mr. Mandigo holds options on the Common
Stock, which options are described in Item 6 hereof. As a result of his
ownership of such options, Mr. Mandigo may be deemed to be the beneficial owner
of 22,000 shares of Common Stock (constituting approximately 0.5% of the shares
outstanding).

(b) (i) Arbitrage shares the power to dispose of the
shares owned by IT as its investment manager. Such power is exercisable by Mr.
Edelman as controlling general partner of Asco (the sole general partner of
Arbitrage).

(ii) IT has the sole power to vote and shared
power to dispose of the shares owned by it. The power to vote such shares is
exercisable by its Chairman of the Board, Mr. Edelman. The power to dispose of
such shares is exercisable by Arbitrage as investment manager for IT, which
power is exercisable by Mr. Edelman as controlling general partner of Asco.

(iii) Plaza has the sole power to vote and dispose
of the shares owned by it, which power is exercisable by Mr. Edelman as
controlling general partner thereof.

(iv) The Retirement Plan has the sole power to
vote and dispose of the shares owned by it, which power is exercisable by the
Executive Committee of the Company, trustee of the Retirement Plan, consisting
of Messrs. Edelman, French and Stevenson.

(v) Mr. Edelman has the sole power to vote and
dispose of the shares owned directly by him.

(vi) Mr. Rosenblatt has the sole power to vote and
dispose of the shares owned directly by him.

(vii) Howard R. Alper & Co., Inc. has the sole
power to vote and dispose of the shares owned directly by it.

(viii) Mr. Garfinkel has the sole power to vote and
dispose of the shares owned directly by him.

(ix) Mr. Agranoff has the sole power to vote and
dispose of the shares owned directly by him.

(x) Mrs. Edelman has the sole power to vote and
dispose of the shares owned by her and, as custodian, has the sole power to
vote and dispose of the shares held in the UGMA Accounts.

(xi) As trustee of the Trusts, Michael E. Schultz
has the sole power to vote and dispose of the shares held by the Trusts.

Page 75 of 151
<PAGE> 76
(xii) Mr. Lehman has the sole power to vote and to
dispose of the shares owned by him.

(xiii) Mr. Schultz has the sole power to vote and to
dispose of the shares owned by him.

(xiv) Mr. Stevenson has the sole power to vote and
to dispose of the shares owned by him. Capcor has the sole power to vote and
to dispose of the shares owned by it. Such power is exercisable by its sole
director and President, Mr. Stevenson.

(xv) Mr. Mandigo has the sole power to vote and to
dispose of the shares owned by him.

Mr Edelman hereby expressly disclaims beneficial ownership of
the shares of Common Stock owned by Mrs. Edelman, the UGMA Accounts and the
Trusts.

(c) Transactions in the Common Stock during the past 60
days by IT are described in Schedule B hereto. Transactions in the Common
Stock during the past 60 days by Messrs. Lehman and Mandigo are described in
Schedule C hereto.

Schedule B

Transactions in Common Stock - Intelogic Trace

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
- - ----------- ---------------- -----
<S> <C> <C>
11/04/86 500 $8.75

11/11/86 400 $8.375

11/12/86 600 $8.625

11/14/86 11,900 $8.75

11/17/86 6,500 $8.75

11/24/86 3,500 $8.25

11/25/86 10,000 $8.25

11/28/86 500 $7.75
32,800 $7.875
3,500 $7.875
800 $8.00
5,700 $7.875
1,200 $8.00

12/02/86 100 $7.75
10,000 $7.75
3,840 $7.75

12/03/86 2,500 $7.75
</TABLE>

Net Total Cost (Including Commissions) = $761,527

Page 76 of 151
<PAGE> 77
Schedule C

Transactions in the Common Stock - Other Persons

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
- - ----------- ---------------- -----
<S> <C> <C>
Burton Lehman (2,200) $ *
- - -------------
10/15/86

Clark R. Mandigo (2,000) $ *
- - ----------------
10/15/86
</TABLE>

- - ------------------------

* Each share of Common Stock was exchanged for one share of the
Company's $1.30 Exchangeable Preferred Stock pursuant to the Company's
exchange offer.

Item 5. Interest in Securities of the Issuer - Amendment No. 8 - 12/29/86.

Items 5(a), (b) and (c) are hereby supplemented as follows:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,231,598 shares
outstanding, which is the number of shares outstanding as at October 31, 1986,
as reported in the Company's quarterly report on Form 10-Q for the quarter
ended October 31, 1986, as filed with the Securities and Exchange Commission.

As of the date hereof:

(i) Arbitrage owns 147,000 shares of the Common
Stock, constituting approximately 3.5% of the shares outstanding. As
investment manager for each of Datapoint and IT, Arbitrage, by reason of the
provisions of Rule 13d-3, may be deemed to own beneficially the 40,000 and
121,440 shares of the Common Stock owned by Datapoint and IT, respectively,
which, when aggregated with the shares owned by Arbitrage, total 308,440
shares, constituting approximately 7.3% of the shares outstanding.

(ii) Plaza owns 1,030,480 shares of the Common
Stock, constituting approximately 24.4% of the shares outstanding.

(iii) Datapoint owns 40,000 shares of the Common
Stock, constituting approximately 0.9% of the shares outstanding.

(iv) IT owns 121,440 shares of the Common Stock,
constituting approximately 2.9% of the shares outstanding.

(v) Mr. Edelman owns directly 177,850 shares of
the Common Stock and holds options on 55,000 shares of the Common Stock,
totaling 232,850 shares of the Common Stock. Such shares constitute
approximately 5.4% of the shares outstanding, based upon 4,286,598 shares which
would be outstanding upon the exercise of such options. By reason of the
provisions of Rule 13d-3, he may be deemed to own beneficially the 1,336,920
shares owned by Arbitrage, Plaza, IT and Datapoint which, when aggregated with
the shares owned by Mr. Edelman, total 1,571,770 shares (including options on
55,000 shares), constituting approximately 36.6% of the shares outstanding
(based upon 4,286,598 shares which would be outstanding upon the exercise of
such options).

(vi) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

Page 77 of 151
<PAGE> 78
(vii) Mr. Rosenblatt, who is a general partner of
Plaza and a general partner of Asco Partners (the general partner of
Arbitrage), owns 12,000 shares of the Common Stock, constituting approximately
0.3% of the shares outstanding.

(viii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper, who is a general partner of Plaza and a general
partner of Asco Partners, owns 36,800 shares of the Common Stock, constituting
approximately 0.9% of the shares outstanding.

(ix) Irving Garfinkel, who is a general partner of
Plaza and a general partner of Asco Partners, owns 110 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(x) Gerald N. Agranoff, who is a general partner
of Asco Partners, owns 1,100 shares of the Common Stock, constituting less than
0.1% of the shares outstanding.

(xi) Mrs. Edelman owns 15,320 shares of the Common
Stock, constituting approximately 0.4% of the shares outstanding. In addition,
the UGMA Accounts own a total of 11,010 shares of the Common Stock,
constituting less than 0.3% of the shares outstanding. Mr. Edelman expressly
disclaims beneficial ownership of such shares.

(xii) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of such shares.

(xiii) Mr. Lehman owns directly 660 shares of the
Common Stock and holds options on 22,000 shares of the Common Stock, totaling
22,600 shares of the Common Stock. Such shares constitute approximately 0.5%
of the shares outstanding (based upon 4,253,598 shares which would be
outstanding upon the exercise of such options).

(xiv) Mr. Schultz owns directly 2,000 shares of the
Common Stock, and holds options on 22,000 shares of the Common Stock totaling
24,000 shares of the Common Stock. Such shares constitute approximately 0.6%
of the shares outstanding (based upon 4,253,598 shares which would be
outstanding upon the exercise of such options).

(xv) Mr. Stevenson owns directly 12,870 shares of
the Common Stock and holds options on 27,500 shares of the Common Stock,
totaling 40,370 shares of the Common Stock. Such shares constitute
approximately 0.9% of the shares outstanding (based upon 4,259,098 shares which
would be outstanding upon the exercise of such options). By reason of the
provisions of Rule 13d-3, he may be deemed to own beneficially the 446,940
shares owned by Capcor which, when aggregated with the shares owned by Mr.
Stevenson, total 487,310 shares (including options on 27,500 shares),
constituting approximately 10.4% of the shares outstanding (based upon
4,259,098 shares which would be outstanding upon the exercise of such options).

(xvi) Mr. Mandigo holds options on 22,000 shares of
the Common Stock, constituting approximately 0.5% of the shares outstanding
(based upon 4,253,598 shares which would be outstanding upon the exercise of
such options).

(b) Transactions in the Common Stock during the past 60
days by each of the persons referred to in paragraph (a) of Item 2 are
described in Schedule A hereto.

Page 78 of 151
<PAGE> 79
Schedule A

Transactions in the Common Stock of United Stockyards Corporation

December 22, 1986 1,100 $8.00

December 26, 1986 500 $8.125

December 26, 1986 1,000 $8.00

December 26, 1986 400 $8.00

December 29, 1986 2,000 $7.875

December 29, 1986 1,000 $8.00

December 30, 1986 4,700 $8.00

December 30, 1986 300 $7.875

December 30, 1986 1,000 $7.75

December 31, 1986 3,000 $7.75

December 31, 1986 1,500 $7.875

December 31, 1986 600 $8.00

December 31, 1986 5,000 $8.125

December 31, 1986 1,000 $8.125

December 31, 1986 1,000 $8.25

December 31, 1986 500 $8.00

Net Total Cost (Including Commissions): $217,117.50

Arbitrage Securities Company
- - ----------------------------

December 23, 1986 (40,000) $8.00

Datapoint Corporation
- - ---------------------

December 23, 1986 40,000 $8.00

Net Total Cost (Including Commissions): $322,000.00
</TABLE>

Item 5. Interest in Securities of the Issuer. - Amendment No. 9 - 1/21/87

Items 5(a), (b) and (c) are hereby supplemented as follows:

As of the date hereof:

Page 79 of 151
<PAGE> 80
(i) As investment manager for each of
Datapoint and IT, Arbitrage, by reason of the provisions of Rule 13d-3 may be
deemed to own beneficially the 99,500 and 165,440 shares of the Common Stock
owned by Datapoint and IT respectively, constituting approximately 6.3% of the
shares outstanding.

(ii) Plaza owns 1,030,480 shares of the
Common Stock, constituting approximately 24.4% of the shares outstanding.

(iii) Datapoint owns 99,500 shares of the
Common Stock, constituting approximately 2.4% of the shares outstanding.

(iv) IT owns 165,440 shares of the Common
Stock, constituting approximately 3.9% of the shares outstanding.

(v) Mr. Edelman owns directly 324,850
shares of the Common Stock and holds options on 55,000 shares of the Common
Stock, totaling 379,850 shares of the Common Stock. Such shares constitute
approximately 8.9% of the shares out. standing, based upon 4,286,598 shares
which would be outstanding upon the exercise of such options. By reason of the
provisions of Rule 13d-3, he may be deemed to own beneficially the 1,295,420
shares owned by Plaza, IT and Datapoint which, when aggregated with the shares
owned by Mr. Edelman, total 1,675,270 shares (including options on 55,000
shares), constituting approximately 39.1% of the shares outstanding based upon
4,286,598 shares which would be outstanding upon the exercise of such options.

(vi) The Retirement Plan owns 26,620
shares of the Common Stock, constituting approximately 0.6% of the shares
outstanding.

(vii) The Datapoint Plan owns 2,500 shares
of the Common Stock constituting less than 0.1% of the shares outstanding.

(viii) The IT Plan owns 2,000 shares of the
Common Stock constituting less than 0.1% of the shares outstanding.

(ix) Mr. Rosenblatt, who is a general
partner of Plaza and a general partner of Asco Partners (the general partner of
Arbitrage), owns 12,000 shares of the Common Stock, constituting approximately
O.3% of the shares outstanding.

(x) Howard R. Alper & Co., Inc., a
corporation controlled by Howard R. Alper, who is a general partner of Plaza
and a general partner of Asco Partners, owns 36,800 shares of the Common Stock,
constituting approximately 0.9% of the shares outstanding.

(xi) Irving Garfinkel, who is a general
partner of Plaza and a general partner of Asco Partners owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xii) Gerald N. Agranoff, who is a general
partner of Plaza and a general partner of Asco Partners, owns 1,100 shares of
the Common Stock, constituting less than 0.1% of the shares outstanding.

(xiii) Mrs. Edelman owns 20,320 shares of
the Common Stock, constituting approximately 0.5% of the shares outstanding.
In addition, the UGMA Accounts own a total of 11,010 shares of the Common
Stock, constituting less than 0.3% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of such shares.

(xiv) The Trusts own a total of 7,900
shares of the Common Stock, constituting approximately 0.2% of the shares
outstanding. Mr. Edelman expressly disclaims beneficial ownership of such
shares.

Page 80 of 151
<PAGE> 81
(xv) Mr. Lehman, who is a director of IT,
owns directly 660 shares of the Common Stock and holds options on 22,000 shares
of the Common Stock, totaling 22,600 shares of the Common Stock. Such shares
constitute approximately 0.5% of the shares outstanding (based upon 4,253,598
shares which would be outstanding upon the exercise of such options).

(xvi) Mr. Schultz, who is a director of
IT, owns directly 2,000 shares of the Common Stock, and holds options on 22,000
shares of the Common Stock totaling 24,000 shares of the Common Stock. Such
shares constitute approximately 0.6% of the shares outstanding (based upon
4,253,598 shares which would be outstanding upon the exercise of such options).

(xvii) Mr. Stevenson, who is a director of
Datapoint and IT, owns directly 12,870 shares of the Common Stock and holds
options on 27,500 shares of the Common Stock, totaling 40,370 shares of the
Common Stock. Such shares constitute approximately 0.5% of the shares
outstanding (based upon 4,253,598 shares which would be outstanding upon the
exercise of such options). By reason of the provisions of Rule 13d-3, he may
be deemed to own beneficially the 446,940 shares owned by Capcor which, when
aggregated with the shares owned by Mr. Stevenson, total 487,310 shares
(including options on 27,500 shares), constituting approximately 10.4% of the
shares outstanding (based upon 4,259,098 shares which would be outstanding upon
the exercise of such options).

(xviii) Mr. Mandigo, who is a director of
Datapoint and IT, holds options on 22,000 shares of the Common Stock,
constituting approximately 0.5% of the shares outstanding (based upon 4,253,598
shares which would be outstanding upon the exercise of such options).

(b) (i) Arbitrage shares the power to
dispose of the shares owned by Datapoint and IT as their investment manager.
Such power is exercisable by Mr. Edelman as controlling general partner of Asco
Partners (the sole general partner of Arbitrage).

(ii) IT has the sole power to vote and
shared power to dispose of the shares owned by it. The power to vote such
shares is exercisable by its Chairman of the Board, Mr. Edelman. The power to
dispose of such shares is exercisable by Arbitrage as investment manager for
IT, which power is exercisable by Mr. Edelman as controlling general partner of
Asco Partners.

(iii) Plaza has the sole power to vote and
dispose of the shares owned by it, which power is exercisable by Mr. Edelman as
controlling general partner thereof.

(iv) Datapoint has the sole power to vote
and to dispose of the shares owned by it. The power to vote such shares is
exercisable by its Chairman of the Board, Mr. Edelman. The power to dispose of
such shares is exercisable by Arbitrage as investment manager for Datapoint,
which power is exercisable by Mr. Edelman as controlling general partner of
Asco Partners.

(v) The Retirement Plan has the sole
power to vote and dispose of the shares owned by it, which power is exercisable
by the Executive Committee of the Company, trustee of the Retirement Plan,
consisting of Messrs. Edelman, French and Stevenson.

(vi) The Datapoint Plan has the sole
power to vote and dispose of the shares owned by it, which power is exercisable
by its trustees, Messrs. Edelman, French and Stevenson.

(vii) The IT Plan has the sole power to
vote and dispose of the shares owned by it, which power is exercisable by its
trustees, Messrs. Edelman and Stevenson.

(viii) Mr. Edelman has the sole power to
vote and dispose of the shares owned directly by him.

(ix) Mr. Rosenblatt has the sole power to
vote and dispose of the shares owned directly by him.

Page 81 of 151
<PAGE> 82
(x) Howard R. Alper & Co., Inc. has the
sole power to vote and dispose of the shares owned directly by it.

(xi) Mr. Garfinkel has the sole power to
vote and dispose of the shares owned directly by him.

(xii) Mr. Agranoff has the sole power to
vote and dispose of the shares owned directly by him.

(xiii) Mrs. Edelman has the sole power to
vote and dispose of the shares owned by her and, as custodian, has the sole
power to vote and dispose of the shares held in the UGMA Accounts.

(xiv) As trustee of the Trusts, Michael E.
Schultz has the sole power to vote and dispose of the shares held by the
Trusts.

(xv) Mr. Lehman has the sole power to
vote and to dispose of the shares owned by him.

(xvi) Schultz has the sole power to vote
and to dispose of the shares owned by him.

(xvii) Mr. Stevenson has the sole power to
vote and to dispose of the shares owned by him. Capcor as the sole power to
vote and to dispose of the shares owned by it. Such power is exercisable by
its sole director and President, Mr. Stevenson.

(xviii) Mr. Mandigo has the sole power to
vote and to dispose of the shares owned by him.

Mr. Edelman hereby expressly disclaims beneficial ownership of
the shares of Common Stock owned by Mrs. Edelman, the UGMA Accounts and the
Trusts.

(c) Transactions in the Common Stock during the past 60
days by Datapoint, IT, the Datapoint Plan, the IT Plan, Penelope Edelman,
Arbitrage and Mr. Edelman are described in Schedule A hereto.

Schedule A

Transactions in the Common Stock of United Stockyards Corporation

<TABLE>
<CAPTION>
No. of Price
Date of Shares Purchased Per
Transaction (Sold) Share
- - ----------- ---------------- -----
<S> <C> <C>
Intelogic Trace, Inc.
- - ---------------------
January 21, 1987 500 $7.875
500 $8.25
7,000 $7.625
36,000 $7.625

Net Total Cost (Including Commissions): $338,137.50

Datapoint Corporation
- - ---------------------
January 21, 1987 4,500 $7.625
500 $8.00
500 $8.125
54,000 $7.625
Net Total Cost (Including Commissions): $456,912.50
</TABLE>

Page 82 of 151
<PAGE> 83
<TABLE>
<S> <C> <C> <C>
Datapoint Corporation Retirement Income Plan
- - --------------------------------------------
January 21, 1987 2,500 $7.625
Net Total Cost (Including Commissions): $19,187.50

Intelogic Trace, Inc. Retirement Income Plan
- - --------------------------------------------
January 21, 1987 2,000 $7.625
Net Total Cost (Including Commissions): $15,350.00

Penelope C. Edelman
- - -------------------
January 21, 1987 5,000 $7.625
Net Total Cost (Including Commissions): $38,375.00

Arbitrage Securities Company
- - ----------------------------
January 20, 1987 (147,000) ****

Asher B. Edelman
- - ----------------
January 20, 1987 147,000
</TABLE>

Item 5. Interest in Securities of the Issuer - Amendment No. 10 - 12/11/87.

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,271,335 shares
outstanding, which is the number of shares outstanding as at August 31, 1987,
as reported in the Company's quarterly report on Form 10-Q for the quarter
ended July 31, 1987, as filed with Securities and Exchange Commission.

As of the date hereof:

(i) Arbitrage owns no shares of Common Stock
directly. As investment manager for each of Datapoint and IT, Arbitage, by
reason of provisions of rule 13d-3, may be deemed to own beneficially the
99,600 and 166,240 shares of the Common Stock owned by Datapoint and IT,
respectively, constituting approximately 6.2% of the shares outstanding.

(ii) Plaza owns 1,031,480 shares of the Common
Stock, constituting approximately 24.1% of the shares outstanding.

(iii) Datapoint owns 99,600 shares of the Common
Stock, constituting approximately 2.3% of the shares outstanding.

(iv) IT owns 166,240 shares of the Common Stock,
constituting approximately 3.9% of the shares outstanding.

(v) Jetstar owns 2,000 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(vi) Aile Blanche owns 2,000 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(vii) Regina M. Edelman owns 11,750 shares of the
Common Stock constituting approximately 0.3% of the shares outstanding.

- - ----------------------------------

**** Partial liquidating distribution of shares by Arbitrage Securities
Company to its general partner Asco Partners which was distributed by
Asco Partners to its controlling general partner Asher B. Edelman.

Page 83 of 151
<PAGE> 84
(viii) Mr. Edelman owns directly 653,420 shares of
the Common Stock, and holds options on 55,000 shares of the Common Stock,
totaling 708,420 shares of the Common Stock. Such shares constitute 26.4% of
the share outstanding, based upon 4,326,335 shares which would be outstanding
upon the exercise of such options. By reason of the provisions of Rule 13d-3,
he may be deemed to own beneficially the 1,313,070 shares owned by Plaza, IT,
Datapoint, Jetstar, Aile Blanche and Regina M. Edelman which, when aggregated
with the shares owned by Mr. Edelman, total 2,021,490 shares (including options
on 55,000), constituting approximately 46.4% of the shares outstanding based
upon 4,326,335 shares with would be outstanding upon the exercise of such
options.

(ix) The Retirement Plan owns 26,620 shares of
the Common Stock, constituting approximately 0.6% of the shares outstanding.

(x) The Datapoint Plan owns 2,500 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xi) The IT Plan owns 2,000 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(xii) Mr. Rosenblatt, who is a general partner of
the Plaza and a general partner of ASCO Partners (the general partner of
Arbitrage), owns 12,000 shares of the Common Stock, constituting approximately
0.3% of the shares outstanding.

(xiii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper, who is a general partner of Plaza and a general
partner of ASCO Partners, owns 36,800 shares of the Common Stock, constituting
approximately 0.9% of the shares outstanding.

(xiv) Irving Garfinkel, who is a general partner
of Plaza and a general partner of ASCO Partners, owns 110 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(xv) Gerald N. Agranoff, who is a general
partner of Plaza and a general partner of ASCO Partners, owns 11,100 shares of
the Common Stock, constituting approximately 0.3% of the shares outstanding.

(xvi) Penelope C. Edelman owns 21,320 shares of
the Common Stock, constituting approximately 0.5% of the shares outstanding.
In addition, the UGMA Accounts own a total of 14,010 shares of the Common
Stock, constituting approximately 0.3% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of such shares.

(xvii) The Trusts own 7,980 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of these shares.

(xviii) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and hold options on 22,000 shares of
the Common Stock, totalling 24,560 shares of the Common Stock. Such shares
constituting approximately 0.6% of the shares outstanding (based upon 4,293,335
shares which would be outstanding upon the exercise of such options).

(xix) Mr. Schultz, who is a director of IT, owns
directly 7,000 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock totaling 29,000 shares of the Common Stock. Such shares
constitute approximately 0.7% of the shares outstanding (based upon 4,293,335
shares which would be outstanding upon the exercise of such options).

(xx) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 3,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,293,335
shares which would be outstanding upon the exercise of such options).

Page 84 of 151
<PAGE> 85
(xxi) Mr. Potter, who is Chief Executive Officer,
President, and a director of Datapoint, owns directly 4,000 shares of the
Common Stock. Such shares constitute approximately 0.1% of the shares
outstanding.

(xxii) Mr. French, who is a director of Datapoint,
owns directly 20,000 shares of the Common Stock. Such shares constitute
approximately 0.5% of the shares outstanding.

(xxiii) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 20,000 shares of the Common Stock. Such shares
constitute approximately 0.5% of the shares outstanding.

(xxiv) The defined benefit plan for Mr. Kail, who
is a director of both IT and Datapoint, owns 1,000 shares of the Common Stock.
Such shares constitute less than 0.1% of the shares outstanding.

(xxv) The Other Employees and Clients own 11,500
shares of the Common Stock. Such shares constitute approximately 0.3% of the
shares outstanding.

Item 5(b) is hereby supplemented by the addition of the
following:

(i) Jetstar has the sole power to vote and
dispose of the shares owned by it, which power is exerciseable by Mr. Edelman
as its president.

(ii) Aile Blanche has the sole power to vote and
dispose of the shares owned by it, which power is exercisable by Mr. Edelman as
its president.

(iii) Mr. French has the sole power to vote and
dispose of the shares owned by him.

(iv) Mr. Kail has the sole power to vote and
dispose of the shares owned by his defined benefit plan.

(v) Regina M. Edelman has the sole power to
vote and dispose of the shares owned by her.

(vi) Mr. Sutherland has the sole power to vote
and dispose of the shares owned by him.

(vii) Mr. Potter has the sole power to vote and
dispose of the shares owned by him.

(viii) The Retirement Plan has the sole power to
vote and dispose of the shares owned by it, which power is exercisable by the
Executive Committee of the company and the trustee of Retirement Plan,
respectively, consisting of Messrs. Edelman, French and Kail.

(ix) The Datapoint Plan has the sole power to
vote and dispose of the shares owned by it, which power is exerciseable by its
trustees, Messrs. Edelman and French.

(x) The IT Plan has the sole power to vote and
dispose of the shares owned by it, which power is exerciseable by its trustee,
Mr. Edelman.

(xi) Each of the Other Employees and Clients has
the sole power to vote and dispose of the shares owned by him or her.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) Transactions in the Common Stock during the past 60
days by Asher B. Edelman, Robert Potter, Raymond French, Gerald Agranoff, Clark
Mandigo, Michael Schultz, Dwight Sutherland, the defined benefit plan for Dan
Kail, Burton Lehman, and The Other Employees and Clients are described in

Page 85 of 151
<PAGE> 86
Schedule E hereto. All transactions were open market transactions except those
which are indicated by an asterisk on Schedule E hereto.

SCHEDULE E

<TABLE>
<CAPTION>
Date of Number of Shares Price
Transaction Purchased (Sold) Per Share
----------- ---------------- ---------
Asher B. Edelman
----------------
<S> <C> <C>
10/19/87 8,500 $11.000
10/19/87 500 $10.750
10/19/87 500 $10.500
10/19/87 300 $10.250
10/19/87 200 $10.000
10/20/87 100 $8.375
12/11/87 294,970 $6.000

Plaza Securities Company
------------------------
10/23/87 1,000 $8.750
</TABLE>

Item 5. Interest in the Securities of the Issuer. - Amendment No. 11 -
12/16/87

Item 5(c) is hereby corrected and restated to read in its
entirety as follows:

(c) Transactions in the Common Stock during the past 60
days by Asher B. Edelman, Plaza Securities Company, Robert Potter, Raymond
French, Gerald Agranoff, Clark Mandigo, Michael Schultz, Dwight Sutherland, the
defined benefit plan for Daniel Kail, Burton Lehman and the Other Employees and
Clients are described in Schedule E hereto. All transactions were open market
transactions.

SCHEDULE E

Transactions in the Common Stock during the past 60 days

<TABLE>
<CAPTION>
Number of
Shares
Date of Purchased Price Per
Transaction (Sold) Share
-----------------------------------------------------------------------------
<S> <C> <C>
Asher B. Edelman
----------------
10/19/87 8,500 $11.00
10/19/87 500 $10.75

10/19/87 500 $10.50
10/19/87 300 $10.25
10/19/87 200 $10.00

10/20/87 100 $8.375
12/11/87 294,970 $6.00
Plaza Securities Company
------------------------

10/23/87 1,000 $6.00
Robert Potter
-------------
12/11/87 4,000 $6.00
</TABLE>

Page 86 of 151
<PAGE> 87
<TABLE>
<CAPTION>
Number of
Shares
Date of Purchased Price Per
Transaction (Sold) Share
--------------------------------------------------------------------------------
<S> <C> <C>
Raymond French
--------------

12/11/87 20,000 $6.00
Gerald Agranoff
---------------
12/11/87 10,000 $6.00

Clark Mandigo
-------------
12/11/87 3,000 $6.00
Michael Schultz
---------------
12/11/87 5,000 $6.00

Dwight Sutherland
-----------------
12/11/87 20,000 $6.00
Defined Benefit Plan for Daniel Kail
------------------------------------

12/11/87 1,000 $6.00
Burton Lehman
-------------
12/11/87 2,000 $6.00

Other Employees and Clients of Arbitrage Securities Co.
-------------------------------------------------------
12/11/87 11,500 $6.00
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 12 - 12/29/88

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,318,580 shares
outstanding, which is the number of shares outstanding at August 31, 1988, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
July 31, 1988, as filed with the Securities and Exchange Commission.

As of the date hereof:

(i) Plaza owns 1,031,480 shares of Common Stock
constituting approximately 23.9% of the shares outstanding.

(ii) Edelman Management owns no shares of the
Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by the provisions of Rule
13d-3, to be beneficial owner of the 102,100, 166,240 and 38,600 shares owned
by Datapoint, IT and Edelman International, respectively, which constitute
approximately 7.1% of the shares outstanding.

(iii) Mr. Edelman owns directly 650,320 shares of
Common Stock and holds options on 55,000 shares of the Common Stock, totaling
705,320 shares of the Common Stock. Such shares constitute approximately 16.1%
of the shares outstanding, based upon 4,373,580 shares which would be
outstanding upon the exercise of such options. By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the 1,332,256 shares
owned by Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M. Edelman and
Edelman International which, when aggregated with the shares owned by Mr.
Edelman, total 2,037,576 shares (including options on 55,000 shares),
constituting approximately 46.6% of the shares outstanding based upon 4,373,580
shares which should be outstanding upon the exercise of such options.

Page 87 of 151
<PAGE> 88
(iv) Datapoint owns 102,101 shares of Common Stock
constituting approximately 2.4% of the shares outstanding.

(v) IT owns 166,240 shares of Common Stock
constituting approximately 3.8% of the shares outstanding.

(vi) Regina M. Edelman owns 22,050 shares of the
Common Stock constituting approximately 0.5% of the shares outstanding.

(vii) Jetstar owns 5000 shares of the Common Stock
constituting approximately 0.1% of the shares outstanding.

(viii) Aile Blanche owns 5000 shares of the Common
Stock constituting approximately 0.1% of the shares outstanding.

(ix) Edelman International owns 38,600 shares of
the Common Stock constituting approximately 0.9% of the shares outstanding.

(x) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xi) The Datapoint Plan owns 2,500 shares of the
Common Stock constituting less than 0.1% of the shares outstanding.

(xii) The IT Plan owns 14,628 shares of the Common
Stock constituting approximately less than 0.3% of the shares outstanding.

(xiii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper, who is a general partner of Plaza, owns 22,700
shares of the Common Stock, constituting approximately 0.5% of the shares
outstanding.

(xiv) Irving Garfinkel, who is a general partner of
Plaza and an Executive Officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xv) Gerald N. Agranoff, who is a general partner
of Plaza and an Executive Officer of Edelman Management, owns 11,100 shares of
the Common Stock, constituting approximately 0.3% of the shares outstanding.

(xvi) Penelope C. Edelman owns 20,320 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding. In
addition, the UGMA Accounts own a total of 15,010 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of such shares.

(xvii) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding.
Mr. Edelman expressly disclaims beneficial ownership of these shares.

(xviii) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,340,580
shares which would be outstanding upon the exercise of such options).

(xix) Mr. Schultz, who is a director of IT, owns
directly 5,000 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock totaling 27,000 shares of the

Page 88 of 151
<PAGE> 89
Common Stock. Such shares constitute approximately 0.6% of the shares
outstanding (based upon 4,340,580 shares which would be outstanding upon the
exercise of such options).

(xx) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 3,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock totaling 25,000
shares of the Common Stock. Such shares constitute approximately 0.6% of the
shares outstanding (based upon 4,340,580 shares which would be outstanding upon
the exercise of such options).

(xxi) Mr. Potter, who is Chief Executive Officer,
President, and a director of Datapoint, owns directly 7,000 shares of the
Common Stock. Such shares constitute approximately 0.2% of the shares
outstanding.

(xxii) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock. Such shares constitute
approximately 2.4% of the shares outstanding. Mr. French's wife owns 16,205
shares, as to which he disclaims beneficial ownership.

(xxiii) Mr. Sutherland, who is a director of.both
Datapoint and IT, owns directly 20,000 shares of the Common Stock. Such shares
constitute approximately 0.5% of the shares outstanding.

(xxiv) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock.
Such shares constitute less than 0.1% of the shares outstanding.

(xxv) The Other Employees and Clients own 11,500
shares of the Common Stock. Such shares constitute approximately 0.3% of the
shares outstanding.

Item 5(b) is hereby supplemented by the addition of the
following:

(i) The shared power to dispose of the shares
owned by Datapoint, IT and Edelman International is exercised by Edelman
Management as investment manager for Datapoint, IT and Edelman International.

(ii) Edelman International has shared power to
vote and dispose of the shares owned by it. The power to vote and dispose of
such shares is exercisable by A. B. Edelman Management Company, Inc., a
corporation controlled by Mr. Edelman that is Edelman International's
investment manager, which power is exercisable by Mr. Edelman.

(iii) Datapoint has the sole power to vote and the
shared power to dispose of the shares owned by it. The power to vote such
shares is exercised by its Chairman of the Board, Mr. Edelman.

(iv) IT has the sole power to vote and the shared
power to dispose of the shares owned by it. The power to vote such shares is
exercised by its Chairman of the Board, Mr. Edelman.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) Transactions in the Common Stock during the past 60
days by Edelman International, Mr. Edelman, Regina M. Edelman, Jetstar and
Aile Blanche are described in Schedule E hereto. All such transactions were
open market transactions.

Page 89 of 151
<PAGE> 90
SCHEDULE E

Transaction in the Common Stock

<TABLE>
<CAPTION>
Number of Shares Price
Date of Transaction Purchased (Sold) Per Share
------------------- ---------------- ---------
<S> <C> <C>
Edelman International
---------------------
12/29/88 1,000 $5,750
12/23/88 10,000 $5,655
12/27/88 4,000 $5,750
12/28/88 1,660 $6,666
12/28/88 600 $5,750
12/24/88 14,200 $5,000
12/30/88 5,100 $6,000
12/30/88 1,000 $6,125

AAA Jetster, Inc.
-----------------
11/14/88 1,600 $5,256
12/15/88 1,000 $5,125

Aile Blanche, Inc.

11/14/88 1,000 $5,250
11/15/99 1,000 $5,129

Asher B. Edelman -- Keogh
-------------------------

11/14/88 1,000 $5,250

Regina M. Edelman
-----------------

11/15/88 1,000 $5,125
12/22/88 500 $5,750
12/22/88 500 $5,500
12/22/89 1,000 $5,250
12/22/88 3,500 $5,375
12/23/88 1,500 $5,375

Regina M. Edelman - Keogh
-------------------------
11/15/88 500 $5,125

Uniform Gifts to Minors Accounts
--------------------------------
11/15/88 1,000 $5,125
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 13 - 2/1/89

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,322,429 shares
outstanding, which is the number of shares outstanding at January 24, 1989, as
reported in the Company's annual report on Form 10-K for the fiscal year ended
October 31, 1988.

Page 90 of 151
<PAGE> 91
As of the close of business on February 2, 1989:

(i) Plaza owns 1,031,480 shares of Common Stock,
constituting approximately 23.9% of the shares outstanding.

(ii) Edelman Management owns no shares of the
Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by the provisions of Rule
13d-3 to be beneficial owner of the 102,100, 166,240 and 88,300 shares owned by
Datapoint, IT and Edelman International, respectively, which constitute
approximately 8.3% of the shares outstanding.

(iii) Mr. Edelman owns directly 650,820 shares of
Common Stock and holds options on 55,000 shares of the Common Stock, totaling
705,820 shares of the Common Stock. Such shares constitute approximately 16.1%
of the shares outstanding (based upon 4,377,429 shares which would be
outstanding upon the exercise of such options). By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the 1,421,170 shares
owned by Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M. Edelman and
Edelman International which, when aggregated with the shares owned by Mr.
Edelman, total 2,126,990 shares (including options on 55,000 shares),
constituting approximately 48.6% of the shares outstanding (based upon
4,377,429 shares which should be outstanding upon the exercise of such
options).

(iv) Datapoint owns 102,100 shares of Common
Stock, constituting approximately 2.4% of the shares outstanding.

(v) IT owns 166,240 shares of Common Stock,
constituting approximately 3.8% of the shares outstanding.

(vi) Regina M. Edelman owns 23,050 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding.

(vii) Jetstar owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

(viii) Aile Blanche owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

(ix) Edelman International owns 88,300 shares of
the Common Stock, constituting approximately 2.0% of the shares outstanding.

(x) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xi) The IT Plan owns 14,628 shares of the Common
Stock, constituting approximately less than 0.3% of the shares outstanding.

(xii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper, who is a general partner of Plaza, owns 22,700
shares of the Common Stock, constituting approximately 0.5% of the shares
outstanding.

(xiii) Irving Garfinkel, who is a general partner of
Plaza and an executive officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xiv) Gerald N. Agranoff, who is a general partner
of Plaza and an executive officer of Edelman Management, owns 11,100 shares of
the Common Stock and holds options on 22,000 shares of the Common Stock,
totaling 33,100 shares of the Common Stock. Such shares constitute
approximately 0.8% of the shares outstanding (based upon 4,344,429 shares which
would be outstanding upon the exercise of such options).

Page 91 of 151
<PAGE> 92
(xv) Penelope C. Edelman owns 20,320 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding. In
addition, the UGMA Accounts own a total of 15,010 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of such shares.

(xvi) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of these shares.

(xvii) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,344,429
shares which would be outstanding upon the exercise of such options).

(xviii) Mr. Schultz, who is a director of IT, owns
directly 7,200 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 29,200 shares of the Common Stock. Such shares
constitute approximately 0.7% of the shares outstanding (based upon 4,344,429
shares which would be outstanding upon the exercise of such options).

(xix) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 6,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock, totaling 28,000
shares of the Common Stock. Such shares constitute approximately 0.6% of the
shares outstanding (based upon 4,344,429 shares which would be outstanding upon
the exercise of such options).

(xx) Mr. Potter, who is Chief Executive Officer,
President and a director of Datapoint, owns directly 7,000 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

(xxi) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock and holds options on 67,500
shares of the Common Stock, totaling 171,925 shares of the Common Stock. Such
shares constitute approximately 4.0% of the shares outstanding (based upon
4,389,929 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 16,205 shares, as to which he disclaims beneficial
ownership.

(xxii) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 23,100 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 45,100 shares of Common
Stock. Such shares constitute approximately 1.0% of the shares outstanding
(based upon 4,344,429 shares which would be outstanding upon the exercise of
such options).

(xxiii) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 27,500 shares of the Common Stock, totaling 28,500 shares of
the Common Stock. Such shares constitute 0.7% of the shares outstanding (based
upon 4,349,929 shares which would be outstanding upon the exercise of such
options).

(xxiv) The Other Employees and Clients own 41,510
shares of the Common Stock, constituting approximately 1.0% of the shares
outstanding.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) Transactions in the Common Stock by Edelman
International, Mr. Edelman and Regina M. Edelman since the date of the last
amendment to the Schedule 13D are described in Schedule B hereto. All such
transactions were open market transactions.

Page 92 of 151
<PAGE> 93
Schedule B

Transactions in the Common Stock - Group Members

Edelman International

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Excluding Commissions)
------------ --------- -----------------------
<S> <C> <C>
1/6/89 200 5.625
1/10/89 2,500 5.625
1/10/89 400 5.500
1/11/89 2,000 5.500
1/12/89 2,400 5.375
1/13/89 1,500 5.375
1/16/89 100 5.375
1/17/89 200 5.375
1/20/89 900 5.375
1/23/89 300 5.375
1/24/89 700 5.375
1/25/89 200 5.375
1/27/89 2,500 5.625
1/27/89 2,000 5.875
1/27/89 5,000 5.875
1/30/89 3,000 5.875
1/30/89 15,200 5.875
1/31/89 2,500 5.750
2/1/89 5,000 5.750
2/1/89 2,000 5.625
2/2/89 1,100 5.625
</TABLE>

Regina M. Edelman

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Excluding Commissions)
------------ --------- -----------------------
<S> <C> <C>
1/6/89 1,000 5.625
</TABLE>

Asher B. Edelman - Keogh

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Excluding Commissions)
------------ --------- -----------------------
<S> <C> <C>
1/6/89 500 5.625
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 14 - 3/28/89

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,332,430 shares
outstanding, which is the number of shares outstanding at February 28, 1989, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
January 31, 1989.

Page 93 of 151
<PAGE> 94
As of the close of business on March 30, 1989:

(i) Plaza owns 1,031,480 shares of Common Stock,
constituting approximately 23.8% of the shares outstanding.

(ii) Edelman Management owns directly no shares of
the Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by the provisions of Rule
13d-3, to be beneficial owner of the 119,100, 183,340 and 109,100 shares owned
by Datapoint, IT and Edelman International, respectively, which constitute
approximately 9.5% of the shares outstanding.

(iii) Mr. Edelman owns directly 650,820 shares of
Common Stock and holds options on 55,000 shares of the Common Stock, totaling
705,820 shares of the Common Stock. Such shares constitute approximately 16.1%
of the shares outstanding (based upon 4,387,430 shares which would be
outstanding upon the exercise of such options). By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the 1,476,070 shares
owned by Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M. Edelman and
Edelman International which, when aggregated with the shares owned by Mr.
Edelman, total 2,181,890 shares (including options on 55,000 shares),
constituting approximately 49.7% of the shares outstanding (based upon
4,387,430 shares which should be outstanding upon the exercise of such
options).

(iv) Datapoint owns 119,100 shares of Common
Stock, constituting approximately 2.7% of the shares outstanding.

(v) IT owns 183,340 shares of Common Stock,
constituting approximately 4.2% of the shares outstanding.

(vi) Regina M. Edelman owns 23,050 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding.

(vii) Jetstar owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

(viii) Aile Blanche owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

(ix) Edelman International owns 109,100 shares of
the Common Stock constituting approximately 2.5% of the shares outstanding.

(x) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xi) The IT Plan owns 14,628 shares of the Common
Stock, constituting approximately 0.3% of the shares outstanding.

(xiii) Irving Garfinkel, who is a general partner of
Plaza and an executive officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

Page 94 of 151
<PAGE> 95
0.8% of the shares outstanding (based upon 4,354,430 shares which would be
outstanding upon the exercise of such options).

(xv) Penelope C. Edelman owns 20,320 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding. In
addition, the UGMA Accounts own a total of 15,010 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of such shares.

(xvi) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of these shares.

(xvii) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,354,430
shares which would be outstanding upon the exercise of such options).

(xviii) Mr. Schultz, who is a director of IT, owns
directly 7,200 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 29,200 shares of the Common Stock. Such shares
constitute approximately 0.7% of the shares outstanding (based upon 4,354,430
shares which would be outstanding upon the exercise-of such options).

(xix) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 6,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock, totaling 28,000
shares of the Common Stock. Such shares constitute approximately 0.6% of the
shares outstanding (based upon 4,354,430 shares which would be outstanding upon
the exercise of such options).

(xx) Mr. Potter, who is Chief Executive Officer,
President and a director of Datapoint, owns directly 7,000 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

(xxi) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock and holds options on 67,500
shares of the Common Stock, totaling 171,925 shares of the Common Stock. Such
shares constitute approximately 4.0% of the shares outstanding (based upon
4,399,930 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 16,045 shares, as to which he disclaims beneficial
ownership.

(xxii) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 23,100 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 45,100 shares of Common
Stock. Such shares constitute approximately 1.0% of the shares outstanding
(based upon 4,354,430 shares which would be outstanding upon the exercise of
such options).

(xxiii) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 27,500 shares of the Common Stock, totaling 28,500 shares of
the Common Stock. Such shares constitute 0.7% of the shares outstanding (based
upon 4,359,930 shares which would be outstanding upon the exercise of such
options).

(xxiv) The Other Employees and Clients own 43,010
shares of the Common Stock, constituting approximately 1.0% of the shares
outstanding.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) Transactions in the Common Stock by Edelman
International, Datapoint and IT since the date of the last amendment to the
Schedule 13D are described in Schedule A hereto. All such transactions were
open market transactions.

Page 95 of 151
<PAGE> 96
Schedule A

Transactions in the Common Stock - Group Members

Edelman International Limited

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
2/3/89 1,500 $5.625
2/6/89 3,500 5.500
2/7/89 300 5.500
2/9/89 100 5.500
2/16/89 1,000 5.500
2/21/89 900 5.375
2/22/89 4,400 5.375
2/23/89 400 5.250
2/24/89 2,000 5.250
2/28/89 2,400 5.250
2/28/89 500 5.375
3/1/89 300 5.375
3/6/89 2,000 5.375
3/7/89 1,500 5.250
</TABLE>

Datapoint Corporation

<TABLE>
<CAPTION>
No. of Shares
Date Purchased (Sold) Price Per Share
------------ ---------------- ---------------------
<S> <C> <C>
3/21/89 200 $5.250
3/21/89 2,000 5.125
3/23/89 300 5.250
3/23/89 1,200 5.375
3/23/89 1,100 5.250
3/27/89 300 5.375
3/27/89 1,800 5.500
3/27/89 100 5.625
3/28/89 3,500 5.750
3/28/89 1,500 5.500
3/29/89 200 5.750
3/29/89 4,800 6.000
</TABLE>

Page 96 of 151
<PAGE> 97

Intelogic Trace, Inc.

<TABLE>
<CAPTION>
No. of Shares
Date Purchased (Sold) Price Per Share
------------ ---------------- -----------------------
<S> <C> <C>
3/21/89 300 $5.250
3/21/89 2,000 5.125
3/23/89 200 5.250
3/23/89 1,100 5.250
3/23/89 1,300 5.375
3/27/89 300 5.375
3/27/89 1,800 5.500
3/27/89 100 5.625
3/28/89 3,500 5.750
3/28/89 1,500 5.500
3/29/89 200 5.750
3/29/89 4,800 6.000
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 15 - 4/20/89

Item 5(a) is hereby supplemented by the addition of the
following:

As of the close of business on April 21, 1989:

(i) Plaza owns 1,031,480 shares of Common Stock,
constituting approximately 23.8% of the shares outstanding.

(ii) Edelman Management owns directly no shares of
the Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by the provisions of Rule
13d-3, to be beneficial owner of the 131,100, 194,940 and 119,100 shares owned
by Datapoint, IT and Edelman International, respectively, which constitute
approximately 10.3% of the shares outstanding.

(iii) Mr. Edelman owns directly 650,820 shares of
Common Stock and holds options on 55,000 shares of the Common Stock, totaling
705,820 shares of the Common Stock. Such shares constitute approximately 16.1%
of the shares outstanding (based upon 4,387,430 shares which would be
outstanding upon the exercise of such options). By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the 1,529,990 shares
owned by Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M. Edelman,
Felicitas and Edelman International which, when aggregated with the shares
owned by Mr. Edelman, total 2,235,810 shares (including options on 55,000
shares), constituting approximately 51.0% of the shares outstanding (based upon
4,387,430 shares which should be outstanding upon the exercise of such
options).

(iv) Datapoint owns 131,100 shares of Common
Stock, constituting approximately 3.0% of the shares outstanding.

(v) IT owns 194,940 shares of Common Stock,
constituting approximately 4.5% of the shares outstanding.

(vi) Regina M. Edelman owns 23,050 shares of the
Common Stock, constituting approximately 0.5% of the shares outstanding.

(vii) Jetstar owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

Page 97 of 151
<PAGE> 98
(viii) Aile Blanche owns 5,000 shares of the Common
Stock, constituting approximately 0.1% of the shares outstanding.

(ix) Felicitas owns 20,320 shares of the Common
Stock, constituting approximately 0.5% of the shares outstanding.

(x) Edelman International owns 119,100 shares of
the Common Stock, constituting approximately 2.7% of the shares outstanding.

(xi) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xii) The IT Plan owns 14,628 shares of the Common
Stock, constituting approximately 0.3% of the shares outstanding.

(xiii) Howard R. Alper & Co., Inc., a corporation
controlled by Howard R. Alper, who is a general partner of Plaza and Citas,
owns 22,700 shares of the Common Stock, constituting approximately 0.5% of the
shares outstanding.

(xiv) Irving Garfinkel, who is a general partner of
Plaza and an executive officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xv) Gerald N. Agranoff, who is a general partner
of Plaza and an executive officer of Edelman Management, owns 11,100 shares of
the Common Stock and holds options on 22,000 shares of the Common Stock,
totaling 33,100 shares of the Common Stock. Such shares constitute
approximately 0.8% of the shares outstanding (based upon 4,354,430 shares which
would be outstanding upon the exercise of such options).

(xvi) Penelope C. Edelman no longer owns any shares
of Common Stock. However, the UGMA Accounts, of which Penelope C. Edelman is
custodian, own a total of 15,010 shares of the Common Stock, constituting
approximately 0.3% of the shares outstanding. Mr. Edelman expressly disclaims
beneficial ownership of such shares.

(xvii) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of these shares.

(xviii) Mr. Lehman, who is a director of IT, owns
2,660 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,354,430
shares which would be outstanding upon the exercise of such options).

(xix) Mr. Schultz, who is a director of IT, owns
directly 7,200 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 29,200 shares of the Common Stock. Such shares
constitute approximately 0.7% of the shares outstanding (based upon 4,354,430
shares which would be outstanding upon the exercise of such options).

(xx) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 6,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock, totaling 28,000
shares of the Common Stock. Such shares constitute approximately 0.6% of the
shares outstanding (based upon 4,354,430 shares which would be outstanding upon
the exercise of such options).

(xxi) Mr. Potter, who is Chief Executive Officer,
President and a director of Datapoint, owns directly 7,000 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

Page 98 of 151
<PAGE> 99
(xxii) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock and holds options on 67,500
shares of the Common Stock, totaling 171,925 shares of the Common Stock. Such
shares constitute approximately 4.0% of the shares outstanding (based upon
4,399,930 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 16,045 shares, as to which he disclaims beneficial
ownership.

(xxiii) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 23,100 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 45,100 shares of Common
Stock. Such shares constitute approximately 1.0% of the shares outstanding
(based upon 4,354,430 shares which would be outstanding upon the exercise of
such options).

(xxiv) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 27,500 shares of the Common Stock, totaling 28,500 shares of
the Common Stock. Such shares constitute 0.7% of the shares outstanding (based
upon 4,359,930 shares which would be outstanding upon the exercise of such
options).

(xxv) The Other Employees and Clients own 33,010
shares of the Common Stock, constituting approximately 0.8% of the shares
outstanding.

Item 5(b) is hereby supplemented by the addition of the
following:

Felicitas has the sole power to vote and dispose of the shares
owned by it, which power is exercisable by Mr. Edelman as the controlling
partner of Citas (the sole general partner of Felicitas).

Item 5(c) is hereby supplemented by the addition of the
following:

(c) Transactions in the Common Stock by Edelman
International, Datapoint, IT and Felicitas since the date of the last amendment
to the Schedule 13D are described in Schedule B hereto. Except as otherwise
noted on Schedule B hereto, all such transactions were open market
transactions. Transactions in the Common Stock by Penelope C. Edelman and the
Other Employees and Clients since the date of the last amendment to the
Schedule 13D are described in Schedule C hereto. All such transactions were
privately negotiated transactions.

Schedule B

Transactions in the Common Stock - Group Members

Edelman International Limited

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
4/20/89 10,000***** $5.750
</TABLE>

Datapoint Corporation

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
3/31/89 700 $6.000
3/31/89 500 6.125
4/3/89 1,500 6.125
</TABLE>

- - ----------------------------------

***** Privately negotiated transaction

Page 99 of 151
<PAGE> 100
<TABLE>
<S> <C> <C>
4/4/89 1,300 6.125
4/5/89 1,300 6.125
4/7/89 1,400 6.000
4/11/89 1,100 6.000
4/13/89 900 5.875
4/14/89 300 5.875
4/20/89 2,500 5.750
4/21/89 500 6.000
</TABLE>

Intelogic Trace, Inc.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
3/31/89 600 $6.000
3/31/89 500 6.125
4/3/89 1,400 6.125
4/4/89 1,400 6.125
4/5/89 1,200 6.125
4/7/89 1,400 6.000
4/11/89 1,100 6.000
4/13/89 1,000 5.875
4/20/89 2,500 5.750
4/21/89 500 6.000
</TABLE>

Felicitas partners, L.P.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
4/17/89 20,320* $6.25
</TABLE>

Schedule C

Transactions in the Common Stock - Other

Penelope C. Edelman

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
4/17/89 (20,320) $6.250
</TABLE>

- - ----------------------------------

* Privately negotiated transaction

Page 100 of 151
<PAGE> 101
Other Employees and Clients

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
4/20/89 (10,000) $5.750
</TABLE>

Item 5 Interest in the Securities of the Issuer - Amendment No. 16 - 12/28/89

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,920 shares
outstanding, which is the number of shares outstanding at August 31, 1989, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
July 31, 1989.

As of the close of business on December 28, 1989:

(i) Edelman Limited Partnership owns 647,320 shares of
common stock, constituting approximately 15.0% of the shares outstanding.

(ii) Plaza owns 969,280 shares of Common Stock,
constituting approximately 22.4% of the shares outstanding.

(iii) Edelman Management owns directly no shares of the
Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by the provisions of Rule
13d-3, to be beneficial owner of the 167,700, 232,640 and 121,300 shares owned
by Datapoint, IT and Edelman International, respectively, which constitute
approximately 12.1% of the shares outstanding.

(iv) Mr. Edelman owns directly 4,000 shares of Common
Stock and holds options on 55,000 shares of the Common Stock, totaling 59,000
shares of the Common Stock. Such shares constitute approximately 1.3% of the
shares outstanding (based upon 4,381,920 shares which would be outstanding upon
the exercise of such options). By reason of the provisions of Rule 13d-3, Mr.
Edelman may be deemed to own beneficially the 2,220,710 shares owned by Edelman
Limited Partnership, Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M.
Edelman, Felicitas and Edelman International and which, when aggregated with
the shares owned by Mr. Edelman, total 2,279,710 shares (including options on
55,000 shares), constituting approximately 52.7% of the shares outstanding
(based upon 4,381,920 shares which should be outstanding upon the exercise of
such options).

(v) Datapoint owns 167,000 shares of Common Stock,
constituting approximately 3.9% of the shares outstanding.

(vi) IT owns 232,640 shares of Common Stock, constituting
approximately 5.4% of the shares outstanding.

(vii) Regina M. Edelman owns 24,950 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(viii) Jetstar owns 20,100 shares of the Common Stock,
constituting approximately 0.5% of the shares outstanding.

(ix) Aile Blanche owns 5,900 shares of the Common Stock,
constituting approximately 0.1% of the shares outstanding.

(x) Felicitas owns 31,520 shares of the Common Stock,
constituting approximately 0.7% of the shares outstanding.

Page 101 of 151
<PAGE> 102
(xi) Edelman International owns 121,800 shares of the
Common Stock, constituting approximately 2.8% of the shares outstanding.

(xii) The Retirement Plan owns 26,620 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(xiii) The IT Plan owns 14,628 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding.

(xiv) Irving Garfinkel, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 110 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(xv) Gerald N. Agranoff, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 11,100 shares of the
Common Stock and holds options on 22,000 shares of the Common Stock, totaling
33,100 shares of the Common Stock. Such shares constitute approximately 0.8%
of the shares outstanding (based upon 4,348,920 shares which would be
outstanding upon the exercise of such options).

(xvi) Penelope C. Edelman owns 1,000 shares of Common Stock
in her Keogh Account, constituting less than 0.1% of the shares outstanding.
In addition, the UGMA Accounts, of which Penelope C. Edelman is custodian, own
a total of 21,010 shares of the Common Stock, constituting approximately 0.5%
of the shares outstanding. Mr. Edelman expressly disclaims beneficial
ownership of such shares.

(xvii) The Trusts own a total of 7,980 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of these shares.

(xviii) Mr. Lehman, who is a director of IT, owns directly
2,660 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon 4,348,920
shares which would be outstanding upon the exercise of such options).

(xix) Mr. Schultz, who is a director of IT, owns directly
7,200 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 29,200 shares of the Common Stock. Such shares
constitute approximately 0.7% of the shares outstanding (based upon 4,348,920
shares which would be outstanding upon the exercise of such options).

(xx) Mr. Mandigo, who is President of IT and a director of
both IT and Datapoint, owns directly 6,000 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 28,000 shares of the
Common Stock. Such shares constitute approximately 0.6% of the shares
outstanding (based upon 4,348,920 shares which would be outstanding upon the
exercise of such options).

(xxi) Mr. French, who is a director of Datapoint, owns
directly 103,900 shares of the Common Stock and holds options on 82,500 shares
of the Common Stock, totaling 186,400 shares of the Common Stock. Such shares
constitute approximately 4.2% of the shares outstanding (based upon 4,409,420
shares which would be outstanding upon the exercise of such options). Mr.
French's wife owns 16,045 shares, as to which he disclaims beneficial
ownership.

(xxii) Mr. Sutherland, who is a director of both Datapoint
and IT, owns directly 43,100 shares of the Common Stock and holds options on
22,000 shares of the Common Stock, totaling 65,100 shares of Common Stock.
Such shares constitute approximately 1.5% of the shares outstanding (based upon
4,348,920 shares which would be outstanding upon the exercise of such options).

(xxiii) The defined benefit plan for Mr. Kail, who is a
director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 27,500 shares of the Common Stock, totaling

Page 102 of 151
<PAGE> 103
28,500 shares of the Common Stock. Such shares constitute 0.7% of the shares
outstanding (based upon 4,354,420 shares which would be outstanding upon the
exercise of such options).

(xxiv) The Other Employees and Clients own 57,110 shares of
the Common Stock, constituting approximately 1.3% of the shares outstanding.

Item 5(b) is hereby supplemented by the addition of the
following:

(b) Edelman Limited Partnership has the sole power to
vote and dispose of the shares owned by it, which power is exercisable by Mr.
Edelman as the sole general partner of Edelman Limited Partnership.

Item 5(c) is hereby supplemented by the addition of the
following:

All transactions in the Common Stock that were effected during
the past sixty days by persons named in response to paragraph (a) are described
in Schedule B hereto. All transactions in Common Stock by Other Employees and
Clients effected during the past sixty days are described in Schedule C hereto.
All such transactions were effected in the open market.

Schedule B

Transactions in the Common Stock - Group Members

Edelman International Limited

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
11/13/89 2,200 $3.125
</TABLE>

AAA Jetstar, Inc.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
11/22/89 4,900 $3.125
11/29/89 100 3.125
12/01/89 10,000 3.500
12/05/89 100 3.125
12/27/89 2,000 2.375
12/28/89 5,000 2.125
12/28/89 2,000 2.250
</TABLE>

Intelogic Trace, Inc.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
11/14/89 1,000 $3.125
</TABLE>

Page 103 of 151
<PAGE> 104
Aile Blanche, Inc.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
12/07/89 100 $3.000
12/08/89 100 3.000
12/11/89 500 3.125
12/11/89 200 3.000
</TABLE>

Schedule C

Transactions in the Common Stock - Other

Other Employees and Clients

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
11/16/89 500 3.125
11/16/89 3,100 3.000
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 17 - 4/3/90

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at February 28, 1990, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
January 31, 1990.

As of the close of business on April 3, 1990:

(i) Edelman Limited Partnership owns 657,920 shares of
the Common Stock, constituting approximately 15.3% of the shares outstanding.

(ii) Plaza owns 695,580 shares of the Common Stock,
constituting approximately 16.1% of the shares outstanding.

(iii) Edelman Management owns directly no shares of the
Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by reason of the provisions of
Rule 13d-3, to be the beneficial owner of the 169,100, 234,440 and 121,800
shares owned by Datapoint, IT and Edelman International, respectively, which
constitute approximately 12.1% of the shares outstanding.

(iv) Mr. Edelman owns directly 3,100 shares of the Common
Stock and holds options on 27,500 shares of the Common Stock, totaling 30,600
shares of the Common Stock. Such shares constitute approximately 0.7% of the
shares outstanding (based upon the 4,354,430 shares which would be outstanding
upon the exercise of such options). By reason of the provisions of Rule 13d-3,
Mr. Edelman may be deemed to own beneficially the shares owned by Edelman
Limited Partnership, Plaza, Datapoint, IT, Jetstar, Aile Blanche, Regina M.
Edelman, Felicitas, Edelman International and the Custodian Accounts and which,
when aggregated with the shares owned by Mr. Edelman, total 2,031,210 shares
(including options on 27,500 shares), constituting approximately 46.6% of the
shares outstanding (based upon the 4,354,430 shares which would be outstanding
upon the exercise of such options).

(v) Datapoint owns 169,100 shares of the Common Stock,
constituting approximately 3.9% of the shares outstanding.

(vi) IT owns 234,440 shares of the Common Stock,
constituting approximately 5.4% of the shares outstanding.

Page 104 of 151
<PAGE> 105
(vii) Regina M. Edelman owns 24,950 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(viii) Jetstar owns 47,900 shares of the Common Stock,
constituting approximately 1.1% of the shares outstanding.

(ix) Aile Blanche owns 8,400 shares of the Common Stock,
constituting approximately 0.2% of the shares outstanding.

(x) Felicitas owns 31,520 shares of the Common Stock,
constituting approximately 0.7% of the shares outstanding.

(xi) Edelman International owns 121,800 shares of the
Common Stock, constituting approximately 2.8% of the shares outstanding.

(xii) The Retirement Plan owns 26,620 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(xiii) The IT Plan owns 14,628 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding.

(xiv) The Custodian Accounts own 9,000 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

(xv) Irving Garfinkel, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 110 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(xvi) Gerald N. Agranoff, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 11,100 shares of the
Common Stock and holds options on 22,000 shares of the Common Stock, totaling
33,100 shares of the Common Stock. Such shares constitute approximately 0.8%
of the shares outstanding (based upon the 4,348,930 shares which would be
outstanding upon the exercise of such options).

(xvii) Penelope C. Edelman owns 2,000 shares of the Common
Stock in her Keogh Account, constituting less than 0.1% of the shares
outstanding. In addition, the UGMA Accounts, of which Penelope C. Edelman is
custodian, own a total of 24,010 shares of the Common Stock, constituting
approximately 0.6% of the shares outstanding. Mr. Edelman expressly disclaims
beneficial ownership of such shares.

(xviii) The Trusts own a total of 7,980 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of these shares.

(xix) Mr. Lehman, who is a director of IT, owns directly
2,660 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xx) Mr. Schultz, who is a director of IT, owns directly
21,500 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 43,500 shares of the Common Stock. Such shares
constitute approximately 1.0% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xxi) Mr. Mandigo, who is President of IT and a director of
both IT and Datapoint, owns directly 6,000 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling

Page 105 of 151
<PAGE> 106
28,000 shares of the Common Stock. Such shares constitute approximately 0.6%
of the shares outstanding (based upon the 4,348,930 shares which would be
outstanding upon the exercise of such options).

(xxii) Mr. French, who is a director of Datapoint, owns
directly 104,425 shares of the Common Stock and holds options on 97,500 shares
of the Common Stock, totaling 201,925 shares of the Common Stock. Such shares
constitute approximately 4.6% of the shares outstanding (based upon the
4,424,430 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 15,520 shares, constituting approximately 0.4% of the
shares outstanding, as to which he disclaims beneficial ownership.

(xxiii) Mr. Sutherland, who is a director of both Datapoint
and IT, owns directly 43,100 shares of the Common Stock and holds options on
22,000 shares of the Common Stock, totaling 65,100 shares of the Common Stock.
Such shares constitute approximately 1.5% of the shares outstanding (based upon
the 4,348,930 shares which would be outstanding upon the exercise of such
options).

(xxiv) The defined benefit plan for Mr. Kail, who is a
director of both IT and,Datapoint, owns 1,000 shares of the Common Stock and
holds options on 27,500 shares of the Common Stock, totaling 28,500 shares of
the Common Stock. Such shares constitute 0.7% of the shares outstanding (based
upon the 4,354,430 shares which would be outstanding upon the exercise of such
options).

(xxv) The Other Employees and Clients own 41,100 shares of
the Common Stock, constituting approximately 0.9% of the shares outstanding.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) All transactions in the Common Stock that were
effected during the past sixty days by any of the Group Members are described
in Schedule A hereto. All transactions in the Common Stock that were effected
during the past sixty days by Michael E. Schultz, the UGMA Accounts and the
Custodian Accounts are described in Schedule B hereto. Except as otherwise
indicated, all such transactions were effected in the open market.

Schedule A

Transactions in the Common Stock - Group Members

AAA Jetstar, Inc.

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
03/05/90 10,000 $1.875
03/16/90 10,000 2.250
03/19/90 1,000 2.500
03/30/90 2,000 2.675
</TABLE>

A.B. Edelman Limited Partnership

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
03/16/90 5,000 $2.250
03/19/90 2,200 2.375
03/27/90 800 2.375
03/28/90 1,500 2.500
03/29/90 1,100 2.625
03/30/90 2,500 2.675
</TABLE>

Page 106 of 151
<PAGE> 107
Plaza Securities Company

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
04/03/90 (273,700) **
</TABLE>

Schedule B

Transactions in the Common Stock - Others

Michael E. Schultz

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
03/21/90 3,900 $2.375
03/26/90 900 2.375
03/28/90 1,500 2.500
03/29/90 1,200 2.625
03/30/90 6,800 2.625
</TABLE>

Custodian Accounts

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
03/19/90 9,000 $2.500
</TABLE>

UGMA Accounts

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
03/30/90 3,000 $2.625
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 18 - 6/29/90

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at May 31, 1990, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
April 30, 1990.

As of the close of business on June 29, 1990:

(i) Edelman Limited Partnership owns 732,820
shares of the Common Stock, constituting approximately 16.9% of the shares
outstanding.

(ii) Plaza owns 695,580 shares of the Common
Stock, constituting approximately 16.1% of the shares outstanding.

- - ----------------------------------

** Partial liquidating distribution to certain of its
withdrawing limited partners.

Page 107 of 151
<PAGE> 108
(iii) Edelman Management owns directly no shares of
the Common Stock. As investment manager for Datapoint, IT and Edelman
International, Edelman Management may be deemed, by reason of the provisions of
Rule 13d-3 to be the beneficial owner of the 169,100, 234,440 and 12,800 shares
owned by Datapoint, IT and Edelman International, respectively, which
constitute approximately 12.1% of the shares outstanding.

(iv) Mr. Edelman owns directly 6,100 shares of the
Common Stock and holds options on 27,500 shares of the Common Stock, totaling
33,600 shares of the Common Stock. Such shares constitute approximately 0.8%
of the shares outstanding (based upon the 4,354,430 shares which would be
outstanding upon the exercise of such options). By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the shares owned by
Edelman Limited Partnership, Plaza, Datapoint, IT, Aile Blanche, Regina M.
Edelman, Felicitas, Edelman International and the Custodian Accounts and which,
when aggregated with the shares owned by Mr. Edelman, total 2,076,310 shares
(including options on 27,500 shares), constituting approximately 47,7% of the
shares outstanding (based upon the 4,354,430 shares which would be outstanding
upon the exercise of such options).

(v) Datapoint owns 169,100 shares of the Common
Stock, constituting approximately 3.9% of the shares outstanding.

(vi) IT owns 234,440 shares of the Common Stock,
constituting approximately 5.4% of the shares outstanding.

(vii) Regina M. Edelman owns 24,950 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(viii) Aile Blanche owns 8,400 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

(ix) Felicitas owns 31,520 shares of the Common
Stock, constituting approximately 0.7% of the shares outstanding.

(x) Edelman International owns 121,800 shares of
the Common Stock, constituting approximately 2.8% of the shares outstanding.

(xi) Jetstar no longer owns any shares of the
Common Stock.

(xii) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xiii) The IT Plan owns 14,628 shares of the Common
Stock, constituting approximately 0.3% of the shares outstanding.

(xiv) The Custodian Accounts own 24,100 shares of
the Common Stock, constituting approximately 0.6% of the shares outstanding.

(xv) Irving Garfinkel, who is a general partner of
Plaza and an executive officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0,1% of the shares outstanding.

(xvi) Gerald N. Agranoff, who is a general partner
of Plaza and an executive officer of Edelman Management, owns 11,100 shares of
the Common Stock and holds options on 22,000 shares of the Common Stock,
totaling 33,100 shares of the Common Stock. Such shares constitute
approximately 0.8% of the shares outstanding (based upon the 4,348,930 shares
which would be outstanding upon the exercise of such options).

Page 108 of 151
<PAGE> 109
(xvii) Penelope C. Edelman owns 2,000 shares of the
Common Stock in her Keogh Account, constituting less than 0.1% of the shares
outstanding. In addition, the UGMA Accounts, of which Penelope C. Edelman is
custodian, own a total of 24,010 shares of the Common Stock, constituting
approximately 0.6% of the shares outstanding. Mr. Edelman expressly disclaims
beneficial ownership of such shares.

(xviii) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of these shares.

(xix) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 24,660 shares of the Common Stock, Such shares
constitute approximately 0.6% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xx) Mr. Schultz, who is a director of IT, owns
directly 38,200 shares of the Common Stock and holds options on 22,000 shares
of the Common Stock, totaling 60,200 shares of the Common Stock. Such shares
constitute approximately 1.4% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xxi) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 6,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock, totaling 28,000
shares of the Common Stock, Such shares constitute approximately 0.6% of the
shares outstanding (based upon the 4,348,930 shares which would be outstanding
upon the exercise of such options).

(xxii) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock and holds options on 97,500
shares of the Common Stock, totaling 201,925 shares of the Common Stock. Such
shares constitute approximately 4.6% of the shares outstanding (based upon the
4,424,430 shares which would be outstanding upon the exercise of such
options). Mr. French's wife owns 15,520 shares, constituting approximately
0.4% of the shares outstanding, as to which he disclaims beneficial ownership.

(xxiii) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 43,100 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 65,100 shares of the
Common Stock. Such shares constitute approximately 1.5% of the shares
outstanding (based upon the 4,348,930 shares which would be outstanding upon
the exercise of such options).

(xxiv) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 37,500 shares of the Common Stock, totaling 38,500 shares of
the Common Stock. Such shares constitute approximately 0.9% of the shares
outstanding (based upon the 4,364,430 shares which would be outstanding upon
the exercise of such options).

(xxv) The Other Employees and Clients own 46,100
shares of the Common Stock, constituting approximately 1.1% of the shares
outstanding.

Item 5(b) is hereby supplemented by the addition of the
following:

Mr. Edelman has the sole power to vote and dispose of the
shares owned by the Custodian Accounts.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) All transactions in the Common Stock that were
effected during the past sixty days by any of the Group Members are described
in Schedule A hereto. All transactions in the Common Stock that were effected
during the past sixty days by the Custodian Accounts and the Other Employees
and Clients are

Page 109 of 151
<PAGE> 110
described in Schedule B hereto. Except as otherwise indicated, all such
transactions were effected in the open market.

Schedule A

Transactions in the Common Stock - Group Members

A.B. Edelman Limited Partnership

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
05/31/90 800 $2.000
06/15/90 200 1.750
06/18/90 1,500 1.750
</TABLE>

Asher B. Edelman

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
06/22/90 1,000 $1.750
06/29/90 1,000 1.625
07/02/90 1,000 1.625
</TABLE>

Schedule B

Transactions in the Common Stock - Others

Custodian Accounts

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
05/02/90 900 $2.000
05/02/90 2,000 1.875
05/02/90 700 1.750
05/07/90 800 1.875
05/07/90 2,000 2.000
05/09/90 2,000 1.875
05/14/90 500 2.000
05/15/90 1,000 1.875
05/16/90 400 1.750
05/17/90 200 1.750
05/21/90 600 1.750
05/24/90 4,000 2.000
</TABLE>

Other Employees and clients

Page 110 of 151
<PAGE> 111
Item 5. Interest in the Securities of the Issuer - Amendment No. 19 - 7/25/90

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at May 31, 1990, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
April 30, 1990.

As of the close of business on July 25, 1990:

(i) Edelman Limited Partnership owns 854,620 shares of
the Common Stock, constituting approximately 19.8% of the shares outstanding.

(ii) Plaza owns 695,580 shares of the Common Stock,
constituting approximately 16.1% of the shares outstanding.

(iii) Edelman Management owns directly no shares of the
Common Stock. As investment manager for Datapoint and IT, Edelman Management
may be deemed, by reason of the provisions of Rule 13d-3, to be the beneficial
owner of the 169,100 and 234,440 shares owned by Datapoint and IT,
respectively, which constitute approximately 9.3% of the shares outstanding.

(iv) Mr. Edelman owns directly 14,100 shares of the Common
Stock and holds options on 27,500 shares of the Common Stock, totaling 41,600
shares of the Common Stock. Such shares constitute approximately 1.0% of the
shares outstanding (based upon the 4,354,430 shares which would be outstanding
upon the exercise of such options). By reason of the provisions of Rule 13d-3,
Mr. Edelman may be deemed to own beneficially the shares owned by Edelman
Limited Partnership, Plaza, Datapoint, IT, Aile Blanche, Regina M. Edelman,
Felicitas and the Custodian Accounts which, when aggregated with the shares
owned by Mr. Edelman, total 2,084,310 shares (including options on 27,500
shares), constituting approximately 47.9% of the shares outstanding (based upon
the 4,354,430 shares which would be outstanding upon the exercise of such
options).

(v) Datapoint owns 169,100 shares of the Common Stock,
constituting approximately 3.9% of the shares outstanding.

(vi) IT owns 234,440 shares of the Common Stock,
constituting approximately 5.4% of the shares outstanding.

(vii) Regina M. Edelman owns 24,950 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(viii) Aile Blanche owns 8,400 shares of the Common Stock,
constituting approximately 0.2% of the shares outstanding.

(ix) Felicitas owns 31,520 shares of the Common Stock,
constituting approximately 0.7% of the shares outstanding.

(x) Edelman International no longer owns any shares of
the Common Stock.

(xi) The Retirement Plan owns 26,620 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.

(xii) The IT Plan owns 14,628 shares of the Common Stock,
constituting approximately 0.3% of the shares outstanding.

(xiii) The Custodian Accounts own 24,100 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

Page 111 of 151
<PAGE> 112
(xiv) Irving Garfinkel, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 110 shares of the Common
Stock, constituting less than 0.1% of the shares outstanding.

(xv) Gerald N. Agranoff, who is a general partner of Plaza
and an executive officer of Edelman Management, owns 11,100 shares of the
Common Stock and holds options on 22,000 shares of the Common Stock, totaling
33,100 shares of the Common Stock. Such shares constitute approximately 0.8%
of the shares outstanding (based upon.the 4,348,930 shares which would be
outstanding upon the exercise of such options).

(xvi) Penelope C. Edelman owns 2,000 shares of the Common
Stock in her Keogh Account, constituting less than 0.1% of the shares
outstanding. In addition, the UGMA Accounts, of which Penelope C. Edelman is
custodian, own a total of 24,010 shares of the Common Stock, constituting
approximately 0.6% of the shares outstanding. Mr. Edelman expressly disclaims
beneficial ownership of such shares.

(xvii) The Trusts own a total of 7,980 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding. Mr. Edelman
expressly disclaims beneficial ownership of these shares.

(xviii) Mr. Lehman, who is a director of IT, owns directly
2,660 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xix) Mr. Schultz, who is a director of IT, owns directly
38,200 shares of the Common Stock and holds options on 22,000 shares of the
Common Stock, totaling 60,200 shares of the Common Stock. Such shares
constitute approximately 1.4% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xx) Mr. Mandigo, who is President of IT and a director of
both IT and Datapoint, owns directly 6,000 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 28,000 shares of the
Common Stock. Such shares constitute approximately 0.6% of the shares
outstanding (based upon the 4,348,930 shares which would be outstanding upon
the exercise of such options).

(xxi) Mr. French, who is a director of Datapoint, owns
directly 104,425 shares of the Common Stock and holds options on 97,500 shares
of the Common Stock, totaling 201,925 shares of the Common Stock. Such shares
constitute approximately 4.6% of the shares outstanding (based upon the
4,424,430 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 15,520 shares, constituting approximately 0.4% of the
shares outstanding, as to which he disclaims beneficial ownership.

(xxii) Mr. Sutherland, who is a director of both Datapoint
and IT, owns directly 43,100 shares of the Common Stock and holds options on
22,000 shares of the Common Stock, totaling 65,100 shares of the Common Stock.
Such shares constitute approximately 1.5% of the shares outstanding (based upon
the 4,348,930 shares which would be outstanding upon the exercise of such
options).

(xxiii) The defined benefit plan for Mr. Kail, who is a
director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 37,500 shares of the Common Stock, totaling 38,500 shares of
the Common Stock. Such shares constitute approximately 0.9% of the shares
outstanding (based upon the 4,364,430 shares which would be outstanding upon
the exercise of such options).

(xxiv) The Other Employees and Clients own 46,100 shares of
the Common Stock, constituting approximately 1.1% of the shares outstanding.

Item 5(c) is hereby supplemented by the addition of the
following:

Page 112 of 151
<PAGE> 113
(c) All transactions in the Common Stock that were
effected since the date of the last Amendment by any of the Group Members are
described in Schedule A hereto. All such transactions were effected in the
open market.

Schedule A

Transactions in the Common Stock - Group Members

Asher B. Edelman

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
7/10/90 200 $1.625
7/11/90 1,200 1.625
7/12/90 1,600 1.875
7/13/90 500 1.875
7/16/90 2,000 1.875
7/20/90 100 1.625
7/23/90 400 1.625
7/24/90 700 1.625
7/25/90 1,300 1.625
</TABLE>

A.B. Edelman Limited Partnership

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
7/25/90 121,800 $1.625
</TABLE>

Edelman International Limited

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
-------- ---------------- -----------------------
<S> <C> <C>
7/25/90 (121,800) $1.625
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 20 - 7/16/90

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at May 31, 1990, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
April 30, 1990.

As of the close of business on August 16, 1990:

(i) Edelman Limited Partnership owns 874,620
shares of the Common Stock, constituting approximately 20.2% of the shares
outstanding.

(ii) Plaza owns 695,580 shares of the Common
Stock, constituting approximately 16.1% of the shares outstanding.

(iii) Edelman Management owns directly no shares of
the Common Stock. As investment manager for Datapoint and IT, Edelman
Management may be deemed, by reason of the provisions of

Page 113 of 151
<PAGE> 114
Rule 13d-3, to be the beneficial owner of the 169,100 and 234,440 shares owned
by Datapoint and IT, respectively, which constitute approximately 9.3% of the
shares outstanding.

(iv) Mr. Edelman owns directly 14,100 shares of
the Common Stock and holds options on 27,500 shares of the Common Stock,
totaling 41,600 shares of the Common Stock. Such shares constitute
approximately 1.0% of the shares outstanding (based upon the 4,354,430 shares
which would be outstanding upon the exercise of such options). By reason of
the provisions of Rule 13d-3, Mr. Edelman may be deemed to own beneficially the
shares owned by Edelman Limited Partnership, Plaza, Datapoint, IT, Aile
Blanche, Regina M. Edelman, Felicitas and the Custodian Accounts which, when
aggregated with the shares owned by Mr. Edelman, total 2,104,310 shares
(including options on 27,500 shares), constituting approximately 48.3% of the
shares outstanding (based upon the 4,354,430 shares which would be outstanding
upon the exercise of such options).

(v) Datapoint owns 169,100 shares of the Common
Stock, constituting approximately 3.9% of the shares outstanding.

(vi) IT owns 234,440 shares of the Common Stock,
constituting approximately 5.4% of the shares outstanding.

(vii) Regina M. Edelman owns 24,950 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(viii) Aile Blanche owns 8,400 shares of the Common
Stock, constituting approximately 0.2% of the shares outstanding.

(ix) Felicitas owns 31,520 shares of the Common
Stock, constituting approximately 0.7% of the shares outstanding.

(x) The Retirement Plan owns 26,620 shares of the
Common Stock, constituting approximately 0.6% of the shares outstanding.

(xi) The IT Plan owns 14,628 shares of the Common
Stock, constituting approximately 0.3% of the shares outstanding.

(xii) The Custodian Accounts own 24,100 shares of
the Common Stock, constituting approximately 0.6% of the shares outstanding.

(xiii) Irving Garfinkel, who is a general partner of
Plaza and an executive officer of Edelman Management, owns 110 shares of the
Common Stock, constituting less than 0.1% of the shares outstanding.

(xv) Penelope C. Edelman owns 2,000 shares of the
Common Stock in her Keogh Account, constituting less than 0.1% of the shares
outstanding. In addition, the UGMA Accounts, of which Penelope C. Edelman is
custodian, own a total of 48,010 shares of the Common Stock, constituting
approximately 1.1% of the shares outstanding. Mr. Edelman expressly disclaims
beneficial ownership of such shares.

Page 114 of 151
<PAGE> 115
(xvi) The Trusts own a total of 7,980 shares of the
Common Stock, constituting approximately 0.2% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of these shares.

(xvii) Mr. Lehman, who is a director of IT, owns
directly 2,660 shares of the Common Stock and holds options on 22,000 shares of
the Common Stock, totaling 24,660 shares of the Common Stock. Such shares
constitute approximately 0.6% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xviii) Mr. Schultz, who is a director of IT, owns
directly 38,200 shares of the Common Stock and holds options on 22,000 shares
of the Common Stock, totaling 60,200 shares of the Common Stock. Such shares
constitute approximately 1.4% of the shares outstanding (based upon the
4,348,930 shares which would be outstanding upon the exercise of such options).

(xix) Mr. Mandigo, who is President of IT and a
director of both IT and Datapoint, owns directly 6,000 shares of the Common
Stock and holds options on 22,000 shares of the Common Stock, totaling 28,000
shares of the Common Stock. Such shares constitute approximately 0.6% of the
shares outstanding (based upon the 4,348,930 shares which would be outstanding
upon the exercise of such options).

(xx) Mr. French, who is a director of Datapoint,
owns directly 104,425 shares of the Common Stock and holds options on 97,500
shares of the Common Stock, totaling 201,925 shares of the Common Stock. Such
shares constitute approximately 4.6% of the shares outstanding (based upon the
4,424,430 shares which would be outstanding upon the exercise of such options).
Mr. French's wife owns 15,520 shares, constituting approximately 0.4% of the
shares outstanding, as to which he disclaims beneficial ownership.

(xxi) Mr. Sutherland, who is a director of both
Datapoint and IT, owns directly 43,100 shares of the Common Stock and holds
options on 22,000 shares of the Common Stock, totaling 65,100 shares of the
Common Stock. Such shares constitute approximately 1.5% of the shares
outstanding (based upon the 4,348,930 shares which would be outstanding upon
the exercise of such options).

(xxii) The defined benefit plan for Mr. Kail, who is
a director of both IT and Datapoint, owns 1,000 shares of the Common Stock and
holds options on 37,500 shares of the Common Stock, totaling 38,500 shares of
the Common Stock. Such shares constitute approximately 0.9% of the shares
outstanding (based upon the 4,364,430 shares which would be outstanding upon
the exercise of such options).

(xxiii) The Other Employees and Clients own 46,100
shares of the Common Stock, constituting approximately 1.1% of the shares
outstanding.

Item 5(c) is hereby supplemented by the addition of the
following:

(c) All transactions in the Common Stock that were
effected since the date of the last Amendment by any of the Group Members are
described in Schedule A hereto. All such transactions were effected in the
open market. All transactions in the Common Stock that were effected since the
date of the last Amendment by the UGMA Accounts are described in Schedule B
hereto. All such transactions were effected in the open market.

Page 115 of 151
<PAGE> 116
Schedule A

Transactions in the Common Stock - Group Members

A.B. Edelman Limited Partnership

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
7/26/90 15,600 $1.625
7/27/90 500 1.625
7/30/90 3,900 1.625
</TABLE>

Schedule B

Transactions in the Common Stock - Others

UGMA Accounts

<TABLE>
<CAPTION>
No. of Shares Price Per Share
Date Purchased (Sold) (Excluding Commissions)
------------ ---------------- -----------------------
<S> <C> <C>
8/1/90 3,000 $1.625
8/2/90 1,000 1.625
8/3/90 3,600 1.625
8/6/90 1,400 1.625
8/7/90 1,100 1.625
8/8/90 4,900 1.625
8/10/90 5,500 1.250
8/13/90 1,100 1.250
8/14/90 400 1.250
8/15/90 1,000 1.375
8/16/90 1,000 1.500
</TABLE>

Item 5. Interest in the Securities of the Issuer - Amendment No. 21 - 10/11/90

Item 5(a) is hereby supplemented by the addition of the
following:

(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at August 31, 1990, as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
July 31, 1990.

As of the close of business on October 11, 1990:

(i) Edelman Limited Partnership owns 874,620
shares of the Common Stock, constituting approximately 20.2% of the shares
outstanding.

(ii) Plaza owns 695,580 shares of the Common
Stock, constituting approximately 16,1% of the shares outstanding.

(iii) Edelman Management owns directly no shares of
the Common Stock. As investment manager for Datapoint and IT, Edelman
Management may be deemed, by reason of the provisions of Rule 13d-3, to be the
beneficial owner of the 169,100 and 234,440 shares owned by Datapoint and IT,
respectively, which constitute approximately 9.3% of the shares outstanding.

Page 116 of 151
<PAGE> 117
own beneficially the shares owned by Edelman Limited Partnership, Plaza,
Datapoint, IT, Aile Blanche, Regina M. Edelman, Felicitas and the Custodian
Accounts which, when aggregated with the shares owned by Mr. Edelman, total
2,104,310 shares (including options on 27,500 shares), constituting
approximately 48.3% of the shares outstanding (based upon the 4,354,430 shares
which would be outstanding upon the exercise of such options).