UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)*
Tremont Corporation
----------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------
(Title of Class of Securities)
894745207
----------------------------------------
(CUSIP Number)
Jonathan M. Glaser, 1999 Avenue of the Stars, #2530, LA, CA 90026
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
7/2/97
----------------------------------------
(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-l(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-l(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>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMG Capital Partners, L.P. ("JMG")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(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: California
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER 263,600
SHARES BENEFICIALLY 9. SOLE DISPOSITIVE POWER
OWNED BY EACH
REPORTING PERSON WITH 10. SHARED DISPOSITIVE 263,600
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMG Convertible Investments, L.P. ("JMG Conv.")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(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: California
NUMBER OF 7. SHARED VOTING POWER 263,600
SHARES BENEFICIALLY
OWNED BY EACH 8. SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
9. SHARED DISPOSITIVE 263,600
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMG Convertible Management, L.P. ("Management")
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: California
NUMBER OF 7. SHARED VOTING POWER
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED DISPOSITIVE POWER 263,600
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER
9. SHARED DISPOSITIVE 263,600
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan M. Glaser ("Glaser")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF 7. SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER 263,600
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE 263,600
POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRITON CAPITAL INVESTMENTS, LTD. ("TRITON")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(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: British Virgin Islands
NUMBER OF 7. SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER 263,600
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE 263,600
POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRITON CAPITOL INVESTMENTS, LTD. ("TRITON HOLDING")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF 7. SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER 263,600
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE 263,600
POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894745207
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific Capital Management, Inc. ("PCM")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER 263,600
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE 263,600
POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are Common Stock, par
value $1.00 per share (the "Common Stock"), of Tremont Corporation ("TRE"), a
Delaware corporation with its principal executive officers at 1999 Broadway,
Suite 4300, Denver CO 80202. At [April 30, 1998, TRE had outstanding 6,900,000
shares of Common Stock, according to information provided to the Reporting
Persons (as defined below) by TRE on April 30, 1998.
ITEM 2.IDENTITY AND BACKGROUND
(a) The present principal occupation or employment of each of the
Reporting Persons is as follows:
JMG Private investment partnership
JMG Conv. Private investment partnership
TRITON Private investment partnership
Glaser Chief Executive Officer, Chief Financial Officer, and
Secretary of Management and Vice-President of PCM.
Management General partner of JMG and JMG Conv.
PCM Investment manager of TRITON
Triton Holding Holding corporation for TRITON
(b) This statement is filed by (I) JMG Capital Partners, L.P., a
California limited partnership ("JMG"), (II) JMG Convertible Investments, L.P.,
a California limited partnership ("JMF Conv."), (III) JMG Capital Management,
Inc., a California Corporation ("Management"), (IV) Jonathan M. Glaser, an
individual ("Glaser"), (V) Triton Capital Investments, Ltd., a British Virgin
Islands corporation ("TRITON") (VI) Triton Capital Holding Ltd., a British
Virgin Islands corporation ("Triton Holding") and (VII) Pacific Capital
Management, Inc., a Delaware corporation ("PCM") (collectively, the "Reporting
Persons"). JMG and JMF Conv. are private investment partnerships engaging in the
purchase and sale of securities for investment and for their own account.
Management is the sole general partner of JMG and JMF Conv. Glaser is the sole
stockholder, officer and director of Management. PCM is the investment advisor
to TRITON pursuant to an investment management agreement. Glaser owns 50% of the
stock of PCM and is an officer and director of PCM. Glaser is in a position to
determine the investment and voting decisions made by Management and PCM and,
consequently by JMG, JMF Conv. and TRITON. Triton Holding is a holding
corporation owning 100% of the capital stock of Triton. Therefore, Glaser is the
beneficial owner of the shares acquired by JMG, JMF Conv. and TRITON and the
Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934 (the "Act") with respect to the shares
acquired by JMG, JMF Conv. and TRITON.
(c) The business address of each of JMG, JMF Conv., Management, PCM and
Glaser is:
1999 Avenue of the Stars, Suite 2530
Los Angeles, CA 90067
<PAGE>
(d) The business address of each of TRITON and Triton Holding is:
Kaya Flamboyan 9
Curacao, Netherland Antilles
(e) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(f) During the last five years, none of the Reporting Persons has been
a party in a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in its or his being 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.
(g) Glaser is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FINDS OR OTHER CONSIDERATION
The aggregate purchase price (including commissions, if any) for the
shares of Common Stock reported on this Schedule 13D as held by the Reporting
Persons was Fourteen Million Six Hundred Twenty-Eight Thousand Five Hundred
Forty-One Dollars ($14,628,541.00). The shares reported herein as beneficially
owned by the Reporting Persons were purchased with working investment capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock reported herein were acquired, and
thereafter sold for investment purposes. Depending upon the Reporting Persons'
continuing evaluation of Tremont's business and other relevant information, the
Reporting Persons may, from time to time, purchase additional shares of Common
Stock on the open market or in privately negotiated transactions or otherwise.
Additional shares of the Common Stock may be sold, in whole or in part, at any
time, in open market transactions, privately negotiated transactions or
otherwise. The Reporting Persons have no plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, JMF Conv. is the direct, beneficial owner of
12,000 shares of Common Stock of Tremont, which constitutes 0.2% of the
outstanding shares of Common Stock based upon the number of shares of Common
Stock reported in by Tremont on April 30, 1998. JMG is the direct, beneficial
owner of 46,200 Shares of Common Stock, which constitutes 0.6% of the
outstanding shares of Common Stock (based upon the number of shares that were
reported to be outstanding by Tremont on April 30, 1998. TRITON is the direct,
beneficial owner of 205,400 Shares of Common Stock, which constitutes 3.0% of
the outstanding shares of Common Stock (based upon the number of shares that
were reported to be outstanding by TRE on April 30, 1998. Management does not
directly own any Common Stock but, by virtue of its position as the general
partner of JMG and JMF Conv., may be deemed to own beneficially the Shares of
Common Stock held by JMG and JMF Conv.
<PAGE>
Glaser does not directly own any shares of Common Stock, but, by virtue of his
control over the investment and voting decisions of (i) Management and PCM (and,
therefore, JMG, JMG Conv. and TRITON), Glaser may be deemed to own beneficially
the Shares of Common Stock held by JMG, JMF Conv. and TRITON. Therefore, Glaser
is the indirect beneficial owner of Shares of Common Stock which constitutes
3.9% of the outstanding shares of Common Stock.
(b) Management and Glaser may be deemed to share the power to vote or
to direct the vote and to dispose or to direct the disposition of the shares of
Common Stock held by JMG, JMF Conv. and Triton. Triton Holding and PCM may be
deemed to share the power to vote or to direct the vote or to dispose or direct
the disposition of the shares of Common Stock held by TRITON.
(c) The following table sets forth the transactions effected by JMG,
JMF Conv. and TRITON during the past sixty days. Each of the transactions set
forth below reflects a purchase or sale affected by means of an over-the-counter
trade. The Price Per Share includes commissions, if any.
NUMBER OF
SHARES
TRADE BUY/ PURCHASED OR ENTITY ENGAGING IN
DATE SELL PRICE PER SHARE SOLD TRANSACTION
05/06/98 B 59.26 2500 TRITON
05/07/98 B 59.07 1000 TRITON
05/18/98 B 58.31 500 TRITON
05/20/98 B 57.20 500 TRITON
05/26/98 B 56.26 1500 TRITON
05/29/98 B 56.13 1000 TRITON
06/08/98 B 54.26 2000 TRITON
06/17/98 B 53.39 2000 TRITON
06/17/98 B 52.57 5000 TRITON
06/19/98 B 52.88 900 TRITON
06/22/98 S 53.32 12000 TRITON
06/23/98 B 54.39 4900 TRITON
06/23/98 S 54.42 1700 TRITON
06/24/98 B 55.13 200 TRITON
06/25/98 B 55.75 1200 TRITON
06/25/98 S 55.87 900 TRITON
06/08/98 B 55.44 500 TRITON
06/17/98 B 52.69 500 TRITON
<PAGE>
06/19/98 S 53.32 5000 TRITON
05/06/98 B 59.27 200 TRITON
05/26/98 B 55.90 300 TRITON
05/26/98 B 56.65 500 TRITON
05/26/98 B 56.52 1000 TRITON
05/27/98 B 56.15 1000 TRITON
06/19/98 S 53.32 53000 TRITON
06/22/98 S 53.93 5000 TRITON
06/22/98 S 53.92 25000 TRITON
06/23/98 S 54.42 5000 TRITON
06/23/98 B 54.75 500 TRITON
06/24/98 S 55.32 20000 TRITON
06/24/98 B 55.16 2000 TRITON
06/24/98 S 55.86 5000 TRITON
06/25/98 S 55.87 6000 TRITON
06/25/98 S 55.80 10000 TRITON
06/25/98 S 55.86 10000 TRITON
06/25/98 B 55.82 1000 TRITON
06/26/98 S 54.95 20000 TRITON
06/30/98 B 56.69 1000 TRITON
07/02/98 B 55.31 500 TRITON
07/02/98 B 55.38 500 TRITON
07/02/98 B 55.44 500 TRITON
07/02/98 B 55.50 500 TRITON
07/06/98 B 55.63 500 TRITON
06/19/98 S 53.375 20000 JBO Conv
05/06/98 B 59.13 500 TRITON
06/17/98 B 52.625 500 JBO Conv
06/19/98 B 52.75 200 JBO Conv
06/22/98 S 53.9375 5000 JBO Conv
<PAGE>
06/23/98 S 54.875 500 JBO Conv
06/24/98 S 55.375 5000 JBO Conv
06/25/98 S 55.875 4000 JBO Conv
06/25/98 S 55.875 1000 JBO Conv
06/26/98 S 55 5000 JBO Conv
06/26/98 S 55.5 1000 JBO Conv
06/29/98 S 55.5625 1000 JBO Conv
06/30/98 S 56.4562 1000 JBO Conv
07/02/98 B 55.375 200 JBO Conv
(d) To the best of Reporting Person's knowledge, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Tremont, which the Reporting
Persons may be deemed to own beneficially.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Joint Acquisition Statement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: JMG Capital Partners, L.P.
By: JMG Capital Management, Inc.
---------------------------------
General Partner
By: /s/ Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
JMG Convertible Investments, L.P.
By: JMG Capital Management, Inc.
General Partner
By: /s/ Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
JMG Capital Management, Inc.
By: /s/Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
President
/s/Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
Triton Capital Investments, Ltd.
By: /s/ Anthony Stocks
---------------------------------
Anthony Stocks
Director
By: /s/ Kieran Conroy
---------------------------------
Kieran Conroy
Director
[SIGNATURES CONTINUED]
<PAGE>
Triton Capital Holding, Ltd.
By: /s/ Anthony Stocks
---------------------------------
Anthony Stocks
Director
By: /s/ Kieran Conroy
---------------------------------
Kieran Conroy
Director
Pacific Capital Management, Inc.
By: /s/Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1 (f) (1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained
herein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date: November 12, 1997
JMG Capital Partners, L.P.
By: JMG Capital Management, Inc.
General Partner
By: /s/ Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
JMG Convertible Investments, L.Po
By: JMG Capital Management, Inc.
General Partner
By: /s/ Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
JMG Capital Management, Inc.
By: /s/Jonathan M. Glaser
---------------------------------
Jonathan M. Glaser
President
/s/Jonathan M. Glaser
------------------------------------------
Jonathan M. Glaser
Triton Capital Investments, Ltd.
By:
---------------------------------
Anthony Stocks
Director
<PAGE>
By: /s/ Kieran Conroy
---------------------------------
Kieran Conroy
Director
Triton Capital Holding, Ltd.
By:
---------------------------------
Anthony Stocks
Director
By: /s/ Kieran Conroy
---------------------------------
Kieran Conroy
Director
Pacific Capital Management, Inc.
/s/Jonathan M. Glaser
------------------------------------------
Jonathan M. Glaser
