SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
WAXMAN INDUSTRIES, INC.
- - - ----------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- - - ----------------------------------------------------------------------------
(Title of Class of Securities)
944124106
- - - ----------------------------------------------------------------------------
(CUSIP Number)
Jeffrey N. Greenblatt
Monarch Management Group, Ltd.
767 Fifth Avenue
New York, New York 10153
(212) 826-3030
- - - ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 1996
- - - ----------------------------------------------------------------------------
(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 [x]. (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 less than five percent of such class.
See Rule 13d-7.)
Page 1 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Monarch Management Group, Ltd.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
884,728
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
884,728
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
884,728
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.25%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Monarch Capital,L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
486,297
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
486,297
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
486,297
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.10%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Monarch GP, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
486,297
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
486,297
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
486,297
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.10%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Baker Nye Advisers, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
44,072
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
44,072
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
44,072
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.46%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey N. Greenblatt
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
884,728
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
884,728
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
884,728
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.25%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 6 of 16 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Richard B. Nye
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
44,072
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
44,072
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
44,072
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.46%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 7 of 16 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Class A Common Stock (the "Shares"),
and Shares underlying warrants (the "Warrants") for the purchase of Shares,
of Waxman Industries, Inc. (the "Company"). Reference herein to "Shares"
refer to shares held directly and shares underlying the Warrants.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) Monarch Management Group,
Ltd. ("Monarch"), in connection with Shares held in discretionary
accounts managed by it, including Shares held by Monarch Capital, Ltd.,
a Bermuda company, (ii) Monarch Capital, L.P. ("LP"), with respect to
Shares owned by it, (iii) Monarch GP, L.L.C. ("GP") as the General
Partner of LP, (iv) Baker Nye Advisers, Inc.("BNA"), in connection with
Shares held in discretionary accounts managed by it, (v) Jeffrey N.
Greenblatt in connection with Shares held in discretionary accounts
managed by Monarch including Shares owned by LP, (vi) Richard B. Nye,
in connection with Shares held in discretionary accounts managed by BNA.
Mr. Greenblatt is the sole shareholder and President of Monarch.
Mr. Joseph Kiely is the Secretary and Treasurer of Monarch.
GP is the General Partner of LP.
Mr. Greenblatt is the Managing Member of GP.
Mr. Nye is the sole shareholder and President of BNA. Mr. George
Bernstein is the Secretary and Treasurer of BNA.
The reporting entities and individuals (collectively, the "Group")
are making a joint filing pursuant to Rule 13d-1(f) because, by reason of the
relationship as described herein, they may be deemed to be a "group" within
the meaning of Section 13(d)(3) with respect to acquiring, holding and
disposing of Shares.
(b) The address of the principal place of business and principal
office of each person referred to in paragraph (a) other than Monarch Capital,
Ltd. is 767 Fifth Avenue, New York, New York, 10153. The principal office
of Monarch Capital, Ltd. is Hemisphere House, 9 Church Street, Hamilton HM
DX, Bermuda.
(c) The principal business of each of Monarch Capital, L.P. and Monarch
Capital, Ltd. is that of a private investment fund, engaged in the purchase
and sale of securities for investment for its own account. The principal
business of each of Monarch and BNA is that of investment manager with
respect to the discretionary accounts managed by them.
The principal occupation of Mr. Greenblatt is as President of
Monarch Management Group, Ltd., Managing Member of GP and General Partner
of affiliated partnerships.
The principal occupation of Mr. Nye is as President of Baker Nye
Advisers, Inc. and General Partner of affiliated partnerships.
The principal occupation of Mr. Bernstein is as Secretary and Treasurer
of BNA, and chief financial officer of affiliated entities.
The principal occupation of Mr. Kiely is as Secretary and Treasurer of
Monarch, and chief financial officer of related entities.
Page 8 of 16 Pages
<PAGE>
(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.
(f) Each individual referred to in paragraph (a) above is a citizen of the
United States. Monarch is a corporation formed under the laws of the State of
Delaware. LP is a limited partnership formed under the laws of the State
of Delaware. GP is a limited liability company formed under the laws of
Delaware. BNA is a corporation formed under the laws of the State
of New York.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any, and excluding
the cost of the Warrants) is (i) $3,365,873 for 846,528 Shares beneficially
owned by Monarch, (ii) $1,850,885 for 464,797 Shares beneficially owned by
LP and GP, as its General Partner, and (iii) $167,723 for 42,272 Shares
beneficially owned by BNA. The aggregate net investment cost of all
of the Shares beneficially owned by the Group is $3,533,596.
The number of underlying Shares and cost, respectively, of the Warrants
purchased by Monarch (exclusive of Monarch Capital, Ltd.), Monarch
Capital, L.P., Monarch Capital, Ltd. and BNA are:
Monarch 25,900 $55,067
Monarch Capital, L.P. 21,500 $45,688
Monarch Capital, Ltd. 12,300 $26,138
BNA 1,800 $3,825
The Shares purchased by Monarch Capital, L.P. were purchased with its
investment capital. All other Shares were purchased with the investment
capital of the respective discretionary account.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the Shares by each of the Reporting
Persons is for investment. Each may make further purchases of Shares from
time to time and may dispose of any or all of the Shares held by it or him
at any time.
Other than as set forth above, none of the Reporting Persons has any
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. Such entities and persons may, at any time and from time to time,
review or reconsider their position with respect to any of such matters, but
have no present intention of doing so.
Page 9 of 16 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of Shares
reported beneficially owned by each person herein is based on 9,522,083 Shares
outstanding as of February 7, 1996, as reflected in the Form 10Q of the
Company for the period ending December 31, 1995. For purposes of calculating
the percentages herein, the number of Shares underlying the Warrants
beneficially owned by the applicable member of the Group have been added
to the number of Shares outstanding as though such Warrants had been exercised.
As of the date hereof:
(i) Monarch owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Act, Monarch may be deemed to
own beneficially 884,728 Shares, including the 292,502 Shares
owned directly by Monarch Capital, Ltd. (constituting approximately
9.25% and 3.07% of the Shares outstanding, respectively).
(ii) LP owns directly 486,297 Shares,
constituting approximately 5.10% of the Shares outstanding.
(iii) GP owns directly no Shares. . By reason of the
provisions of Rule 13d-3 of the Act, GP may be deemed to
own beneficially 486,297 Shares, constituting approximately 5.10% of the
shares outstanding.
(iv) BNA owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Act, BNA may be deemed to
own beneficially 44,072 Shares (constituting approximately 0.46%
of the Shares outstanding).
(v) Mr. Greenblatt and Mr. Nye own directly no Shares. Mr.
Greenblatt, by reason of Rule 13d-3 of the Act, may be deemed to own
beneficially the Shares owned by each of the entities in (i) through (iii)
above (884,728 Shares, representing approximately 9.25% of the shares
outstanding). Mr. Nye, by reason of Rule 13d-3 of the Act, may be deemed
to beneficially own the Shares owned by BNA (44,072 Shares, representing
approximately 0.46% of the shares outstanding).
(b) Each of LP. and Monarch Capital, Ltd. has the power
to vote and dispose of the Shares owned by it, which power may be exercised
by the general partner or investment manager of each such Partnership. BNA
and Mr. Nye share voting and investment power as to Shares
held in discretionary accounts managed by BNA. Mr. Greenblatt and Monarch
share voting and investment power as to Shares held in discretionary
accounts managed by Monarch, including Monarch Capital, Ltd. Mr.
Greenblatt, LP and GP share voting and investment power as to Shares
owned by LP.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Shares
from the 60th day prior to April 19, 1996 until April 19, 1996 by
(i) Monarch on behalf of discretionary accounts other than LP, (ii) LP
and (iii) BNA on behalf of discretionary accounts are set forth
on Schedules A, B and C, respectively. All such transactions were effected
through the New York Stock Exchange. During such period, none of the
individuals named herein entered into any transactions in the Shares.
Page 10 of 16 Pages
<PAGE>
(d) No person other than each respective record owner referred
to herein of Shares is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of such Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the agreement described in Item 7 below, there are no
contracts, understandings or relationships (legal or otherwise) among
the persons named in Item 2 hereof and between such persons or any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the Shares, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements, as required by Rule 13d-1(f)(1)
of the Securities Act of 1934.
Page 11 of 16 Pages
<PAGE>
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
April 19, 1996
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
President of
Monarch Management Group, Ltd.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
Managing Member of
Monarch GP, L.L.C., as
General Partner of
Monarch Capital, L.P.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
Managing Member of
Monarch GP, L.L.C.
/s/ RICHARD B. NYE
Richard B. Nye, as
President of
Baker Nye Advisers, Inc.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt
/s/ RICHARD B. NYE
Richard B. Nye
Page 12 of 16 Pages
<PAGE>
Schedules A
MONARCH MANAGEMENT GROUP, LTD.
Trade Date Unit Cost Cost Shares WTS
3/29/96 3.38 240,406 70,803
4/1/96 3.60 165,627 45,707
4/3/96 3.63 79,083 21,688
4/4/96 3.53 38,494 10,844
4/8/96 3.00 13,014 4,300
4/8/96 3.00 81,016 26,800
4/8/96 3.00 6,046 2,000
4/8/96 3.00 9,991 3,300
4/8/96 3.00 110,067 36,400
4/9/96 3.00 1,510 500
4/l0/96 2.13 32,316 15,200
4/10/96 2.14 3,203 1,500
4/11/96 3.88 107,205 27,516
4/12/96 3.99 124,282 30,970
4/15/96 4.37 132,272 30,103
4/16/96 4.77 121,627 25,500
4/16/96 4.78 11,938 2,500
4/16/96 4.80 l05,889 22,l00
4/17/96 4.96 114,444 23,100
4/19/96 4.77 162,142 34,000
Page 13 of 16 Pages
<PAGE>
Schedules B
MONARCH CAPITAL LP
Trade Date Unit Cost Cost Shares WTS
3/29/96 3.38 285,723 84,160
4/1/96 3.60 199,258 54,998
4/3/96 3.63 94,424 25,905
4/4/96 3.53 45,941 12,952
4/8/96 3.00 133,314 44,100
4/9/96 3.00 3,020 1,000
4/10/96 2.13 45,688 21,500
4/11/96 3.88 123,993 31,834
4/12/96 3.99 148,412 36,992
4/15/96 4.37 157,955 35,956
4/16/96 4.77 170,734 35,800
4/16/96 4.79 136,515 28,500
4/17/96 4.95 145,618 29,400
4/19/96 4.77 205,978 43,200
Page 14 of 16 Pages
<PAGE>
Schedules C
BAKER NYE ADVISERS, INC.
Trade Date Unit Cost Cost Shares WTS
3/29/96 3.38 26,607 7,837
4/1/96 3.60 18,459 5,095
4/3/96 3.63 8,774 2,407
4/4/96 3.53 4,271 1,204
4/8/96 3.00 12,092 4,000
4/10/96 2.13 3,825 1,800
4/11/96 3.88 12,269 3,150
4/12/96 3.99 13,793 3,438
4/15/96 4.37 14,677 3,341
4/16/96 4.77 14,784 3,100
4/16/96 4.79 11,496 2,400
4/17/96 4.95 12,383 2,500
4/19/96 4.77 18,118 3,800
Page 15 of 16 Pages
<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, as amended, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13D, as
amended, shall be 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 therein, 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.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
President of
Monarch Management Group, Ltd.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
Managing Member of
Monarch GP, L.L.C., as
General Partner of
Monarch Capital, L.P.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt, as
Managing Member of
Monarch GP, L.L.C.
/s/ RICHARD B. NYE
Richard B. Nye, as
President of
Baker Nye Advisers, Inc.
/s/ JEFFREY N. GREENBLATT
Jeffrey N. Greenblatt
/s/ RICHARD B. NYE
Richard B. Nye
Page 16 of 16 Pages
