<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
COSTILLA ENERGY, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
22161G103
(CUSIP Number)
CADELL S. LIEDTKE
MICHAEL J. GRELLA
HENRY G. MUSSELMAN
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 682-3092
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 27, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with the statement _____. (A fee
is not required only if the reporting 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
disclosures provided in a prior cover page.
page 1 of 12
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 2 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cadell S. Liedtke
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,716,560
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 60,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,716,560
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
60,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,776,560
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.69%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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 2 of 12
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 3 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Grella
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,407,850
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,407,850
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,850
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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 of 12
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 4 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry G. Musselman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 542,100
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 22,650
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
542,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,650
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.01%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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 of 12
<PAGE> 5
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 4 to Schedule 13D (this "Amendment") is being filed
by Cadell S. Liedtke ("Liedtke"), Michael J. Grella ("Grella") and Henry G.
Musselman ("Musselman") (collectively, the "Reporting Persons") to reflect a
change in the beneficial ownership of each of the Reporting Persons of the
Common Stock, $0.10 par value (the "Common Stock"), of Costilla Energy, Inc.
(the "Company") from such beneficial ownership reflected in the Schedule 13D
filed by the Reporting Persons on October 18, 1996, as amended by Amendment No.
1 to Schedule 13D filed by the Reporting Persons on November 15, 1996, by
Amendment No. 2 ("Amendment No. 2") to Schedule 13D filed by the Reporting
Persons on November 3, 1998 and by Amendment No. 3 ("Amendment No. 3") to
Schedule 13D filed by the Reporting Persons on January 8, 1999 (collectively,
the "Original 13D").
Additionally, Musselman is reporting that his beneficial ownership of
Common Stock is now less than 5% of the outstanding Common Stock. As a result,
Musselman is no longer subject to the reporting requirements of Section 13(d) of
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder. Also, Grella is reporting a change in his relationship to the
Company.
The changes in the percentage of beneficial ownership reported herein
are the result of (i) an issuance of 1,000,000 shares of Common Stock by the
Company on April 8, 1999 (subject to surrender to the Company until April 15,
1999), increasing the number of outstanding shares of Common Stock to
14,101,580, and (ii) shares beneficially owned by each of the Reporting Persons
which have been involuntarily sold pursuant to financing arrangements since
Amendment No. 3 (see Item 5 hereof).
The Reporting Persons have made joint filings of the original 13D and
this Amendment for convenience of factual references. While the Reporting
Persons have had relationships described in the Original 13D due in part to
their participation in executive management of the Company, the existence of a
"group" has never been affirmed. Due in part to the changes in circumstances
described in this Amendment, the Reporting Persons expressly disclaim the
existence of a "group" with respect to their ownership of Common Stock.
Only those items of Schedule 13D, or portions thereof, being amended
are included in this Amendment. Except as expressly amended and modified by this
Amendment, the Original 13D remains unchanged and in full force and effect.
page 5 of 12
<PAGE> 6
ITEM 2. IDENTITY AND BACKGROUND
The information previously reported under this Item in the Original 13D
with respect to Grella is modified to reflect that as of April 27, 1999, Grella
is no longer an officer, director or employee of the Company. As of the date of
this Amendment, Grella is a private investor.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of April 30, 1999, the number of shares of Common Stock and the
percentage of the total issued and outstanding shares of Common Stock
(14,101,580 shares) beneficially owned by each of the Reporting Persons is as
follows: Liedtke, 2,776,560 (19.69%); Grella, 1,407,850 (9.98%); and Musselman,
564,750 (4.01%). Collectively, the Reporting Persons beneficially own 4,749,160
shares of Common Stock, constituting 33.68% of the outstanding Common Stock as
of April 30, 1999.
(b) Each of the Reporting Persons has the sole power to vote or to
direct the vote and the sole power to dispose or direct the disposition of all
of the shares of Common Stock attributed to each such Reporting Person in
paragraph (a) of this Item 5, except for (i) 1,650 shares held by the Musselman
Children with respect to which Musselman shares voting and dispositive power,
and (ii) shares held by the Liedtke Foundation (as hereinafter defined), 60,000
shares, and the Musselman Foundation (as hereinafter defined), 21,000 shares.
Each of Liedtke and Musselman is a director of his respective Foundation and
shares voting and dispositive power over the shares of Common Stock owned by the
Foundation with the other directors of the Foundation.
(c) Each of the Reporting Persons financed certain purchases of shares
of Common Stock under brokerage account arrangements that each Reporting Person
has with Prudential Securities Incorporated ("Prudential") pursuant to a Command
Account Margin Agreement (the "Account Agreement"). The Marion and Cadell S.
Liedtke Family Charitable Foundation (the "Liedtke Foundation"), the Grella
Family Charitable Foundation (the "Grella Foundation"), and the Musselman Family
Charitable Foundation (the "Musselman Foundation", and collectively with the
Liedtke Foundation and Grella Foundation, the "Foundations"), through which
Liedtke, Grella and Musselman beneficially own shares, have also entered into
Account Agreements with Prudential. The form of Account Agreement entered into
between Prudential and each of the Reporting Persons and each of the Foundations
is substantially similar in all material respects (other than the name of the
accountholder, the date of execution, and other details), and a copy of the form
of the Account Agreement was attached as an exhibit to Amendment No. 2 and is
incorporated herein by reference for a description of the terms of the financing
arrangements pursuant to which each of the Reporting Persons has borrowed funds
for the purchases of Common Stock. To further secure borrowings under the
Account Agreement of each of the Reporting Persons, each Reporting Person has
entered into a Pledge Agreement with Prudential whereby the Reporting Person has
pledged certain of the shares of Common Stock owned by each such Reporting
Person. The Pledge Agreements entered into by the Reporting Persons are
page 6 of 12
<PAGE> 7
substantially similar in all material respects (other than the name of the
pledgor, the date of execution, the number of shares pledged and other details),
and a copy of the form of Pledge Agreement was attached as an exhibit to
Amendment No. 2 and is incorporated herein by reference for a description of the
terms of the pledge of shares of Common Stock by each Reporting Person, which
include the right to sell shares under certain circumstances.
The Reporting Persons have effected the following transactions
in shares of Common Stock during the sixty (60) days prior to the signature date
hereof, each of which is an involuntary sale transaction effected by Prudential
pursuant to the financing arrangements described above. Each of these sales was
transacted through a broker on the public market.
<TABLE>
<CAPTION>
Name Transaction Type Date Number of Shares Price per Share
- ---- ---------------- ---- ---------------- ---------------
<S> <C> <C> <C> <C>
Liedtke Sale 04/16/99 1,850 1.191
Liedtke Sale 04/16/99 500 1.198
Liedtke Sale 04/16/99 150 1.222
Liedtke Sale 04/16/99 1,300 1 5/16
Liedtke Sale 04/16/99 700 1.314
Liedtke Sale 04/16/99 500 1.317
Liedtke Sale 04/19/99 2,500 .953
Liedtke Sale 04/20/99 6,000 .5156
Liedtke Sale 04/21/99 15,000 .476
Liedtke Sale 04/22/99 15,000 .476
Liedtke Sale 04/23/99 5,000 .477
Liedtke Sale 04/26/99 2,500 .478
Liedtke Sale 04/27/99 6,000 .4613
Liedtke Sale 04/28/99 25,000 .4457
Liedtke Sale 04/30/99 12,500 .4457
Musselman Sale 03/01/99 500 2.89
Musselman Sale 03/08/99 500 2.265
Musselman Sale 03/09/99 500 2.2025
Musselman Sale 03/10/99 2,000 2 5/32
Musselman Sale 03/11/99 750 2.552
Musselman Sale 03/11/99 250 2 9/16
Musselman Sale 03/15/99 500 2.265
Musselman Sale 03/16/99 500 2.2025
Musselman Sale 03/17/99 500 2.2025
Musselman Sale 03/18/99 500 2.39
Musselman Sale 03/19/99 500 2 9/16
Musselman Sale 03/22/99 500 2.39
</TABLE>
page 7 of 12
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Musselman Sale 03/23/99 500 2.39
Musselman Sale 03/25/99 500 2.39
Musselman Sale 03/29/99 500 2.3275
Musselman Sale 03/30/99 500 2.3275
Musselman Sale 04/01/99 500 2.39
Musselman Sale 04/05/99 500 2.3275
Musselman Sale 04/09/99 100 2.0115
Musselman Sale 04/12/99 400 2.00
Musselman Sale 04/13/99 500 2.00
Musselman Sale 04/14/99 400 1 15/16
Musselman Sale 04/15/99 2,000 1 15/16
Musselman Sale 04/16/99 700 1.314
Musselman Sale 04/16/99 1,800 1 5/16
Musselman Sale 04/16/99 550 1.197
Musselman Sale 04/16/99 1,950 1.191
Musselman Sale 04/19/99 2,500 .953
Musselman Sale 04/20/99 4,500 .5166
Musselman Sale 04/21/99 5,000 .477
Musselman Sale 04/22/99 5,000 .477
Musselman Sale 04/22/99 4,500 .5166
Musselman Sale 04/22/99 4,500 .5166
Musselman Sale 04/23/99 5,000 .477
Musselman Sale 04/26/99 2,500 .478
Musselman Sale 04/27/99 2,000 .4573
Musselman Sale 04/28/99 15,000 .4457
Musselman Sale 04/29/99 2,500 .478
Musselman Sale 04/29/99 2,500 .478
Musselman Sale 04/30/99 500 .4557
Musselman Sale 04/30/99 12,000 .4457
Grella Sale 03/01/99 1,000 2 15/16
Grella Sale 03/05/99 400 2 11/16
Grella Sale 03/08/99 1,000 2 5/16
Grella Sale 03/09/99 1,000 2 1/4
Grella Sale 03/10/99 4,000 2 5/32
Grella Sale 03/11/99 500 2 9/16
Grella Sale 03/11/99 500 2 9/16
Grella Sale 03/15/99 1,000 2 5/16
Grella Sale 03/15/99 1,000 2 5/16
</TABLE>
page 8 of 12
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C>
Grella Sale 03/16/99 1,000 2 1/4
Grella Sale 03/16/99 1,000 2 1/4
Grella Sale 03/17/99 1,000 2 1/4
Grella Sale 03/17/99 1,000 2 1/4
Grella Sale 03/18/99 1,000 2 7/16
Grella Sale 03/18/99 1,000 2 7/16
Grella Sale 03/19/99 500 2.515
Grella Sale 03/19/99 500 2.515
Grella Sale 03/22/99 1,000 2 7/16
Grella Sale 03/22/99 1,000 2 7/16
Grella Sale 03/23/99 1,000 2 7/16
Grella Sale 03/23/99 1,000 2 7/16
Grella Sale 03/25/99 1,000 2 7/16
Grella Sale 03/25/99 1,000 2 7/16
Grella Sale 03/29/99 1,000 2 3/8
Grella Sale 03/29/99 1,000 2 3/8
Grella Sale 03/30/99 1,000 2 3/8
Grella Sale 03/31/99 1,000 2 5/16
Grella Sale 03/31/99 500 2.39
Grella Sale 03/31/99 500 2.265
Grella Sale 04/01/99 1,000 2.44
Grella Sale 04/05/99 600 2.3465
Grella Sale 04/05/99 400 2 3/8
Grella Sale 04/06/99 600 2 3/8
Grella Sale 04/06/99 400 2 3/8
Grella Sale 04/06/99 600 2.3465
Grella Sale 04/06/99 400 2 3/8
Grella Sale 04/09/99 100 2.0115
Grella Sale 04/12/99 400 2.00
Grella Sale 04/13/99 500 2.00
Grella Sale 04/14/99 400 1 15/16
Grella Sale 04/15/99 4,000 1 15/16
Grella Sale 04/16/99 2,500 1.19
Grella Sale 04/19/99 2,500 .953
Grella Sale 04/20/99 6,000 .5156
Grella Sale 04/21/99 15,000 .476
Grella Sale 04/22/99 15,000 .476
Grella Sale 04/23/99 5,000 .477
</TABLE>
page 9 of 12
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C>
Grella Sale 04/26/99 2,500 .478
Grella Sale 04/26/99 2,500 .478
Grella Sale 04/27/99 6,000 .4613
Grella Sale 04/27/99 6,000 .4613
Grella Sale 04/28/99 30,000 .4457
Grella Sale 04/28/99 30,000 .4457
Grella Sale 04/30/99 23,710 .4457
Grella Foundation Sale 04/01/99 1,000 2.3775
Grella Foundation Sale 04/05/99 1,000 2/38
Grella Foundation Sale 04/09/99 100 2.00
Grella Foundation Sale 04/12/99 400 2.00
Grella Foundation Sale 04/13/99 500 2.00
Grella Foundation Sale 04/14/99 400 1 15/16
Grella Foundation Sale 04/15/99 4,000 1 15/16
Grella Foundation Sale 04/16/99 2,500 1 5/16
Grella Foundation Sale 04/16/99 2,500 1.188
Grella Foundation Sale 04/19/99 2,500 .95
Grella Foundation Sale 04/20/99 6,000 .5146
Grella Foundation Sale 04/21/99 15,000 .475
Grella Foundation Sale 04/22/99 15,000 .475
Grella Foundation Sale 04/23/99 5,000 .475
Grella Foundation Sale 04/30/99 1,290 .4267
</TABLE>
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 5 for a description of the contracts and arrangements of the
Reporting Persons with Prudential and with their respective Foundations.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*7.1 Form of Command Account Margin Agreement with Prudential
Securities Incorporated (filed as Exhibit 7.1 to the
Amendment No. 2).
**7.2 Command Account Margin Agreements between Cadell S. Liedtke
and Prudential Securities Incorporated dated November 6, 1996
and April 10, 1997 (substantially
page 10 of 12
<PAGE> 11
similar in all material respects to Exhibit 7.1 other than the
name of the accountholder and the date of the Agreement).
**7.3 Command Account Margin Agreements between Michael J. Grella
and Prudential Securities Incorporated dated September 26,
1996 and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.4 Command Account Margin Agreements between Henry G. Musselman
and Prudential Securities Incorporated dated October 8, 1996
and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.5 Command Account Margin Agreement between Marion and Cadell S.
Liedtke Family Charitable Foundation and Prudential Securities
Incorporated dated August 13, 1997 (substantially similar in
all material respects to Exhibit 7.1 other than the name of
the accountholder and the date of the Agreement).
**7.6 Command Account Margin Agreement between Grella Family
Charitable Foundation and Prudential Securities Incorporated
dated August 13, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.7 Command Account Margin Agreement between Musselman Family
Charitable Foundation and Prudential Securities Incorporated
dated July 1, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
*7.8 Form of Pledge Agreement between each Reporting Person and
Prudential Securities Incorporated (filed as Exhibit 7.8 to
the Amendment No. 2).
**7.9 Pledge Agreement between Cadell S. Liedtke and Prudential
Securities Incorporated dated March 24, 1998, pledging
2,227,560 shares of Common Stock (substantially similar in all
material respects to Exhibit 7.8 other than the name of the
pledgor, the date of the Agreement and the number of shares
being pledged).
**7.10 Pledge Agreement between Michael J. Grella and Prudential
Securities Incorporated dated April 7, 1998, pledging
1,671,060 shares of Common Stock (substantially similar in all
material respects to Exhibit 7.8 other than the name of the
pledgor, the date of the Agreement and the number of shares
being pledged).
**7.11 Pledge Agreement between Henry G. Musselman and Prudential
Securities Incorporated dated March 23, 1998, pledging 530,000
shares of Common Stock (substantially similar in all material
respects to Exhibit 7.8 other than the name of the pledgor,
the date of the Agreement and the number of shares being
pledged).
page 11 of 12
<PAGE> 12
*7.12 Joint Filing Agreement dated October 15, 1996 by and among
Cadell S. Liedtke, Michael J. Grella and Henry G. Musselman
(filed as Exhibit 7.4 to Schedule 13D filed
October 18, 1996).
- -------------------------------
*Previously filed as indicated
**Not filed
page 12 of 12
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that his information set
forth in this statement is true, complete and correct.
April 30, 1999 /s/ CADELL S. LIEDTKE
- -------------- ------------------------------------
Date Cadell S. Liedtke
April 30, 1999 /s/ MICHAEL J. GRELLA
- -------------- ------------------------------------
Date Michael J. Grella
April 30, 1999 /s/ HENRY G. MUSSELMAN
- -------------- ------------------------------------
Date Henry G. Musselman
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------
<S> <C>
*7.1 Form of Command Account Margin Agreement with Prudential
Securities Incorporated (filed as Exhibit 7.1 to the
Amendment No. 2).
**7.2 Command Account Margin Agreements between Cadell S. Liedtke
and Prudential Securities Incorporated dated November 6, 1996
and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.3 Command Account Margin Agreements between Michael J. Grella
and Prudential Securities Incorporated dated September 26,
1996 and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.4 Command Account Margin Agreements between Henry G. Musselman
and Prudential Securities Incorporated dated October 8, 1996
and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.5 Command Account Margin Agreement between Marion and Cadell S.
Liedtke Family Charitable Foundation and Prudential Securities
Incorporated dated August 13, 1997 (substantially similar in
all material respects to Exhibit 7.1 other than the name of
the accountholder and the date of the Agreement).
**7.6 Command Account Margin Agreement between Grella Family
Charitable Foundation and Prudential Securities Incorporated
dated August 13, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.7 Command Account Margin Agreement between Musselman Family
Charitable Foundation and Prudential Securities Incorporated
dated July 1, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
*7.8 Form of Pledge Agreement between each Reporting Person and
Prudential Securities Incorporated (filed as Exhibit 7.8 to
the Amendment No. 2).
**7.9 Pledge Agreement between Cadell S. Liedtke and Prudential
Securities Incorporated dated March 24, 1998, pledging
2,227,560 shares of Common Stock (substantially similar in all
material respects to Exhibit 7.8 other than the name of the
pledgor, the date of the Agreement and the number of shares
being pledged).
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
**7.10 Pledge Agreement between Michael J. Grella and Prudential
Securities Incorporated dated April 7, 1998, pledging
1,671,060 shares of Common Stock (substantially similar in all
material respects to Exhibit 7.8 other than the name of the
pledgor, the date of the Agreement and the number of shares
being pledged).
**7.11 Pledge Agreement between Henry G. Musselman and Prudential
Securities Incorporated dated March 23, 1998, pledging 530,000
shares of Common Stock (substantially similar in all material
respects to Exhibit 7.8 other than the name of the pledgor,
the date of the Agreement and the number of shares being
pledged).
*7.12 Joint Filing Agreement dated October 15, 1996 by and among
Cadell S. Liedtke, Michael J. Grella and Henry G. Musselman
(filed as Exhibit 7.4 to Schedule 13D filed October 18, 1996).
</TABLE>
- -------------------------------
*Previously filed as indicated
**Not filed
