<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
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)
DECEMBER 17, 1998
(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.
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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 2 OF 11 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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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 2,811,060
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 60,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,811,060
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
60,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,871,060
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
- --------------------------------------------------------------------------------
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
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 3 OF 11 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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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 1,615,760
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 87,100
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,615,760
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
87,100
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,702,860
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
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
SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 4 OF 11 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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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 629,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 22,650
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
629,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,650
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,650
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
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> 5
This Amendment No. 3 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 and by
Amendment No. 2 ("Amendment No. 2") to Schedule 13D filed by the Reporting
Persons on November 3, 1998 (collectively, the "Original 13D").
The changes in the percentage of beneficial ownership reported herein
are primarily the result of an issuance of 3,000,000 shares of Common Stock by
the Company on December 17, 1998, increasing the number of outstanding shares of
Common Stock to 12,751,930. In addition, the Reporting Persons have also
acquired shares of Common Stock, and shares beneficially owned by Grella have
been involuntarily sold, since Amendment No. 2.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
From October 23, 1998 (the date of Amendment No. 2) through December
31, 1998 (the signature date hereof), the Reporting Persons have acquired
beneficial ownership of shares of Common Stock as described below.
Liedtke has acquired beneficial ownership of a total of 95,000 shares
of Common Stock since the date of Amendment No. 2, 66,000 of which have been
acquired in purchases on the public market within sixty (60) days of the date of
this Amendment (see Item 5(c) hereof), for a total purchase price of
approximately $580,000. Grella has acquired beneficial ownership of a total of
200 shares of Common Stock since the date of Amendment No. 2, 100 of which have
been acquired in purchases on the public market within the past sixty (60) days
(see Item 5(c) hereof), for a total purchase price of approximately $1,500.
Musselman, directly or indirectly through his spouse as custodian for their
children under the Texas Uniform Transfers to Minors Act (the "Musselman
Children"), has acquired beneficial ownership of a total of 9,000 shares of
Common Stock since the date of Amendment No. 2 in purchases on the public market
within the past sixty (60) days (see Item 5(c) hereof) for a total purchase
price of approximately $60,000. The changes in beneficial ownership resulting
from these purchases have been (or, in the case of December 1998 transactions,
will be) reported by each Reporting Person in the month following any such
change by the filing of a Form 4 under Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.
page 5 of 11
<PAGE> 6
Each of the Reporting Persons financed all of the above described
purchases of shares of Common Stock (other than certain of Grella's purchases
which were paid with personal funds) under brokerage account arrangements that
each Reporting Person and the Grella Foundation 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 described above. 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
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 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of December 31, 1998, the number of shares of Common Stock and
the percentage of the total issued and outstanding Common Stock (12,751,930
shares) beneficially owned by each of the Reporting Persons is as follows:
Liedtke, 2,871,060 (22.5%); Grella, 1,702,860 (13.4%); and Musselman, 651,650
(5.1%). Collectively, the Reporting Persons beneficially own 5,225,570 shares of
Common Stock, constituting 41.0% of the outstanding Common Stock as of December
31, 1998.
(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 Reporting Person's respective Foundations, as
follows: Liedtke Foundation, 60,000 shares; Grella Foundation, 87,100 shares;
and Musselman Foundation, 21,000 shares. Each Reporting Person is a director of
his respective Foundation and shares voting and
page 6 of 11
<PAGE> 7
dispositive power over the shares of Common Stock owned by the Foundation with
the other directors of the Foundation.
(c) The Reporting Persons have effected the following transactions in
shares of Common Stock during the sixty (60) days prior to the signature date
hereof (the sale transactions were effected by Prudential pursuant to the
financing arrangements described in Item 3 above), each of which was transacted
through a broker on the public market:
<TABLE>
<CAPTION>
Name Transaction Date Number of Shares Price per Share
- ---- ----------- ---- ---------------- ---------------
<S> <C> <C> <C> <C>
Liedtke Purchase 11/04/98 5,000 7.328
Liedtke Purchase 11/23/98` 2,000 6.094
Liedtke Purchase 11/23/98 1,000 6.469
Liedtke Purchase 11/23/98 500 6.61
Liedtke Purchase 11/23/98 500 6.798
Liedtke Purchase 11/23/98 2,000 6.844
Liedtke Purchase 11/23/98 2,000 7.031
Liedtke Purchase 11/25/98 2,000 6.469
Liedtke Purchase 11/25/98 3,000 6.594
Liedtke Purchase 11/30/98 1,000 5.094
Liedtke Purchase 11/30/98 7,500 5.469
Liedtke Purchase 11/30/98 500 5.366
Liedtke Purchase 11/30/98 3,000 5.594
Liedtke Purchase 11/30/98 1,000 5.719
Liedtke Purchase 11/30/98 3,100 5.844
Liedtke Purchase 11/30/98 1,000 5.969
Liedtke Purchase 11/30/98 2,900 6.094
Liedtke Purchase 12/01/98 1,000 5 23/32
Liedtke Purchase 12/01/98 1,000 5 23/32
Liedtke Purchase 12/01/98 6,000 5 27/32
Liedtke Purchase 12/01/98 4,000 5 27/32
Liedtke Purchase 12/01/98 1,000 5 19/32
Liedtke Purchase 12/01/98 2,000 5 23/32
Liedtke Purchase 12/01/98 5,000 5 23/32
Liedtke Purchase 12/04/98 2,000 5 3/32
Liedtke Purchase 12/04/98 1,000 4 27/32
Liedtke Purchase 12/07/98 5,000 4 1/8
Grella Purchase 11/23/98 100 7 1/8
Grella Sale 12/02/98 1,000 4 21/32
</TABLE>
page 7 of 11
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Grella Sale 12/02/98 1,000 4 13/32
Grella Sale 12/02/98 1,000 4 13/32
Grella Sale 12/02/98 1,000 4 17/32
Grella Sale 12/03/98 1,000 4 19/32
Grella Sale 12/03/98 1,000 4 19/32
Grella Sale 12/03/98 1,000 4 17/32
Grella Sale 12/03/98 1,000 4 19/32
Grella Sale 12/03/98 1,000 4 19/32
Grella Sale 12/07/98 500 3.7025
Grella Sale 12/08/98 1,000 3 11/16
Grella Sale 12/08/98 100 3 13/16
Grella Sale 12/08/98 600 3 13/16
Grella Sale 12/08/98 1,000 3 3/4
Grella Sale 12/08/98 1,000 3 3/4
Grella Sale 12/08/98 1,000 3 9/16
Grella Sale 12/08/98 1,000 3 11/16
Grella Sale 12/08/98 1,000 3 11/16
Grella Sale 12/09/98 2,200 3 1/16
Grella Sale 12/09/98 800 3 1/16
Grella Sale 12/10/98 1,000 2 7/8
Grella Sale 12/10/98 1,000 2 13/16
Grella Sale 12/10/98 1,000 2 13/16
Grella Sale 12/11/98` 1,000 3 7/16
Grella Sale 12/11/98 2,000 3 7/16
Grella Sale 12/11/98 1,000 4 7/16
Grella Sale 12/15/98 1,000 4 7/16
Grella Sale 12/15/98 500 4.265
Grella Sale 12/15/98 1,900 4 1/16
Grella Sale 12/15/98 100 4 3/16
Grella Sale 12/16/98 1,000 3 11/16
Grella Sale 12/16/98 1,000 3 11/16
Grella Sale 12/18/98 3,000 3 7/8
Grella Sale 12/21/98 1,000 3 7/16
Grella Sale 12/21/98 300 3 9/16
Grella Sale 12/21/98 1,000 3 7/16
Grella Sale 12/21/98 1,000 3 7/16
Grella Sale 12/22/98 2,000 2 7/8
Grella Sale 12/22/98 2,000 2 7/8
</TABLE>
page 8 of 11
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C>
Grella Sale 12/23/98 3,000 2 7/8
Grella Sale 12/23/98 2,000 2 15/16
Grella Sale 12/24/98 3,000 3 7/16
Grella Sale 12/28/98 1,000 3 13/16
Grella Sale 12/28/98 1,000 3 13/16
Grella Sale 12/29/98 3,000 3 11/16
Grella Sale 12/30/98 3,000 3 9/16
Grella Sale 12/31/98 3,000 3 15/16
Grella Foundation Sale 12/14/98 5,000 4 3/16
Grella Foundation Sale 12/17/98 5,000 3 15/16
Grella Foundation Sale 12/22/98 2,000 2 7/8
Grella Foundation Sale 12/28/98 1,000 3 13/16
Musselman Purchase 11/20/98 2,000 6 31/32
Musselman Purchase 11/23/98 2,000 6 27/32
Musselman Purchase 11/23/98 1,000 6 27/32
Musselman Purchase 11/23/98 1,000 6 27/32
Musselman Purchase 11/24/98 1,000 6 27/32
Musselman Purchase 11/24/98 2,000 6 11/32
</TABLE>
(d) None.
(e) Not applicable.
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 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
page 9 of 11
<PAGE> 10
(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).
*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 10 of 11
<PAGE> 11
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.
December 31, 1998 /s/ Cadell S. Liedtke
- ----------------- ---------------------------------
Date Cadell S. Liedtke
December 31, 1998 /s/ Michael J. Grella
- ----------------- ---------------------------------
Date Michael J. Grella
December 31, 1998 /s/ Henry G. Musselman
- ----------------- ---------------------------------
Date Henry G. Musselman
page 11 of 11
<PAGE> 12
EXHIBIT INDEX
Exhibit
No. Description
--------- -----------
*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).
<PAGE> 13
**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).
- -------------------------
*Previously filed as indicated
**Not filed
