<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.--___)
Lexford Residential Trust
-------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, $.01 par value per share
--------------------------------------------------------------
(Title of Class of Securities)
528933 10
---------
(CUSIP Number)
Gary A. Zdolshek
1111 Superior Avenue, Suite 900
Cleveland, Ohio 44114
(216) 241-2800
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
<PAGE> 2
CUSIP NO. 528933 10 13D Page 2 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brown, Gibbons, Lang & Company, L.P., an Ohio limited partnership
34-1817368
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,930
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,930
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON
PN
<PAGE> 3
CUSIP NO. 528933 10 13D Page 3 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary A. Zdolshek
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 28,930
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 10 SHARED DISPOSITIVE POWER
28,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON
IN
<PAGE> 4
CUSIP NO. 528933 10 13D Page 4 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BOCP Holdings Corporation, an Ohio corporation
31-1384400
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF (WC of corporate parent)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7 SOLE VOTING POWER
SHARES 216,090
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 216,090
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 5
CUSIP NO. 528933 10 13D Page 5 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
H. Jeffrey Schwartz
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 122,288
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 36,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 115,641
PERSON WITH 10 SHARED DISPOSITIVE POWER
36,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,288
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 6
CUSIP NO. 528933 10 13D Page 6 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fairmount Investors, L.L.L.P., a Colorado limited liability limited
partnership 34-1849329
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER
SHARES 94,826
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 94,826
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,826
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON
PN
<PAGE> 7
CUSIP NO. 528933 10 13D Page 7 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn C. Pollack
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 86,007
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 80,393
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON
IN
<PAGE> 8
CUSIP NO. 528933 10 13D Page 8 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James C. George
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 255,044
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 255,044
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE> 9
CUSIP NO. 528933 10 13D Page 9 of 18
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley E. Pollack
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,310
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,310
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON
IN
<PAGE> 10
CUSIP NO. 528933 10 13D Page 10 of 18
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common shares of beneficial
interest, $.01 par value per share ("Common Shares"), of Lexford Residential
Trust, a Maryland real estate investment trust ("Lexford"). The principal
executive offices of Lexford are located at 41 South High Street, Suite 2410,
Columbus, Ohio 43215.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed jointly by the following persons
(individually, a "Reporting Person," and collectively, the "Reporting Persons"):
(i) Brown, Gibbons, Lang & Company, L.P., an Ohio limited partnership ("Brown
Gibbons"), (ii) Gary A. Zdolshek, (iii) BOCP Holdings Corporation, an Ohio
corporation ("BOCP"), (iv) H. Jeffrey Schwartz, (v) Fairmount Investors,
L.L.L.P., a Colorado limited liability limited partnership ("Fairmount"), (vi)
Glenn C. Pollack, (vii) James C. George, and (viii) Stanley E. Pollack. The
Reporting Persons have filed this Schedule 13D because they may be deemed to be
a "group" and therefore a single "person" within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder. The Reporting Persons may be
deemed to have acted in concert in connection with their purchases of Common
Shares because they discussed their purchases, purchased Common Shares through
the same agent and from the same block of shares, secured financing from the
same source, and agreed to share certain expenses related to the purchase. The
Reporting Persons do not admit that they acted in concert or are a "group" or a
single "person" for purposes of Section 13(d) of the Exchange Act, and the rules
and regulations promulgated thereunder, and each of the Reporting Persons
disclaims beneficial ownership of any Common Shares held by any other Reporting
Person.
The following information is set forth on Appendix A, which is
annexed hereto and incorporated by reference herein: (i) for each person filing
this statement that is a business entity, that entity's principal business,
state of incorporation or organization, type of entity, business address, and
the address of its principal office if different from the business address,
whether such entity is a broker-dealer, bank, insurance company, investment
adviser, employee benefit plan, pension fund, endowment fund or parent holding
company, and, to the extent applicable, the name, residence or business address,
and place of citizenship of each general partner, of each director, and of each
person that is in control of such entity, and of the president, secretary,
treasurer and any vice president in charge of a principal business function, and
the present principal occupation or employment or each such person and the name,
principal business and address of the organization by which each such person is
employed, and (ii) for each person filing this statement that is an individual,
such individual's business or residence address, present principal occupation or
employment, and the name, principal business and business address of the
organization by which such individual is employed. Each of the individuals
referred to above is a citizen of the United States. The Reporting Persons,
together with the individuals and entities identified on Appendix A, are
referred to herein as the "Item 2 Persons."
During the last five years, none of the Item 2 Persons: (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was 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 violations with respect to such laws.
Information with respect to each of the Item 2 Persons is
given solely by the Reporting Person under whose name such entity or individual
is listed on Appendix A. No Reporting Person is responsible for the completeness
or accuracy of the information concerning Item 2 Persons that it did not provide
information for; however, no Reporting Person knows or has reason to believe
that such information is inaccurate.
<PAGE> 11
CUSIP NO. 528933 10 13D Page 11 of 18
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Each of the purchases described in this Item 3 were
open-market transactions executed by BOCP on October 1, 1998 at a price of
$16.75 per Common Share.
Brown Gibbons acquired 12,930 Common Shares for an aggregate
purchase price of $216,577.50. Brown Gibbon's purchase of Common Shares was
funded $108,288.75 from working capital and $108,288.75 from a margin loan from
Banc One Capital Markets, Inc. ("Banc One Capital"), an affiliate of BOCP.
Mr. Zdolshek acquired 12,930 Common Shares for an aggregate
purchase price of $216,577.50. Mr. Zdolshek's purchase of Common Shares was
funded $108,288.75 from personal funds and borrowings under a personal line of
credit with Key Bank and $108,288.75 from a margin loan from Banc One Capital.
BOCP acquired 216,090 Common Shares for an aggregate purchase
price of $3,619,507.50. The parent company of BOCP, Banc One Capital Holdings
Corporation, provided the funding for this acquisition from working capital.
Mr. Schwartz acquired 73,274 Common Shares for an aggregate
purchase price of $1,227,339.56. Mr. Schwartz's purchase of Common Shares was
funded $613,669.75 from personal funds and borrowings under personal and margin
lines of credit, and $613,669.75 from a margin loan made by Banc One Capital.
Fairmount acquired 94,826 Common Shares for an aggregate
purchase price of $1,588,335.50. Fairmount's purchase of Common Shares was
funded $794,167.75 from cash on hand and $794,167.75 from a margin loan from
Banc One Capital.
Mr. Glenn Pollack acquired 17,240 Common Shares for an
aggregate purchase price of $288,770. Mr. Glenn Pollack's purchase of Common
Shares was funded $144,385 from a personal loan made by a bank in the ordinary
course of its business and $144,385 from a margin loan from Banc One Capital.
Mr. George acquired 215,000 Common Shares for an aggregate
purchase price of $3,601,250. Mr. George's purchase of Common Shares was funded
$1,800,000 from personal funds and $1,801,250 from a margin loan from Banc One
Capital.
Mr. Stanley Pollack acquired 4,310 Common Shares for an
aggregate purchase price of $79,192.50. Mr. Stanley Pollack's purchase of Common
Shares was funded from personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons intends to hold its Common
Shares for investment purposes only. Each of the Reporting Persons may, at any
time and from time to time, sell some or all of its Common Shares in private,
open-market or engage in other transactions involving the Common Shares, subject
to any restrictions, regulations, registrations or filings required by law.
As disclosed in Item 2, the Reporting Persons have filed this
Schedule 13D because they may be deemed to be a "group" and therefore a single
"person" as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Reporting Persons may be deemed to have acted
in concert in connection with the purchase of Common Shares because they
discussed their purchases, purchased through the same agent and from the same
block of Common Shares, secured financing from the same source, and agreed to
share certain expenses related to the purchase. The Reporting Persons do not
admit that they acted in concert or are a "group" or a single "person" for
purposes of Section 13(d) of the Exchange Act, and each of the Reporting Persons
disclaims beneficial ownership of any Common Shares held by any other Reporting
Person.
<PAGE> 12
CUSIP NO. 528933 10 13D Page 12 of 18
Each of Mr. Jeffrey Schwartz and Mr. Glenn Pollack holds
options to acquire 4,000 Common Shares that are currently exercisable or become
exercisable within the next 60 days and each owns 22,000 Common Shares held by a
rabbi trust as part of a directors compensation plan maintained by Lexford that
each has the right to receive within 60 days under certain circumstances. The
rabbi trust is administered by a trustee appointed by Lexford and no information
was provided in Item 2 for this trust.
Except as described in this Item 4, none of the Reporting
Persons has any current plans or proposals that relate to or that would result
in any of the events described in Items (a) through (j) of Item 4 of Schedule
13D. Each of the Reporting Persons reserves the right to formulate plans or
proposals, and to take any action required to implement such plans or proposals,
in the future with respect to any or all of the matters referred to in this Item
4 or with respect to any other matters the Reporting Person deems advisable.
Consistent with each of their investment purposes, each of the Reporting Persons
reserves the right, either alone or together with one or more persons (including
other Reporting Persons), to have discussions with management, members of the
board of directors and other shareholders (including other Reporting Persons) of
Lexford regarding its operations and plans for the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Except as otherwise indicated in this Item 5(a),
information with respect to the number of Common Shares and the percentage of
issued and outstanding Common Shares beneficially owned by each of the Reporting
Persons is set forth in Items 7-11 and 13 of the cover pages of this Schedule
13D under such Reporting Person's name. The totals for each of Mr. Jeffrey
Schwartz and Mr. Glenn Pollack reflect the information disclosed in Item 4 with
regards to options to purchase Common Shares. If the Reporting Persons were
deemed a "group" and therefore a single "person" for purposes of Section 13(d)
of the Exchange Act, and the rules and regulations promulgated thereunder, the
Reporting Persons collectively would beneficially own 856,425 Common Shares, or
9.0% of the outstanding Common Shares.
(b) Except as set forth in this Item 5(b), information with
respect to the sole or shared voting and dispositive power of each of the
Reporting Persons is set forth in Items 7-10 of the cover pages of this Schedule
13D.
Mr. Jeffrey Schwartz and Mr. Glenn Pollack have voting power,
but not dispositive power, over 6,647 and 5,614 restricted Common Shares,
respectively, held in the rabbi trust described in Item 4. The totals shown for
Mr. Jeffrey Schwartz and Mr. Glenn Pollack do not include 12,067 and 12,116
restricted Common Shares, respectively, held by that rabbi trust over which they
do not exercise either voting or dispositive power. Mr. Schwartz shares voting
power over certain of the Common Shares that are held in a joint account with
his wife, Lori R. Schwartz. Mr. Zdolshek shares voting power over the Common
Shares because they are held in a joint account with his wife, Gayle Zdolshek.
(c) A description of each transaction effected during the last
60 days by each of the Reporting Persons, other than the transactions set forth
in Item 3, is set forth in Appendix B.
(d) If Mr. Glenn Pollack or Mr. Jeffrey Schwartz exercise
their repective right to participate in a tax loan program provided by the
trustee of the rabbi trust discussed in Item 4, Lexford has the right to
receive certain dividends from 8,000 Common Shares purchased thereby by each of
them through the exercise of such options granted to each of them in their
capacity as directors of Lexford. Except as otherwise indicated in this
Item 5(d), no person is known to have the right to receive, or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Shares described in Item 5(a).
(e) Not applicable.
<PAGE> 13
CUSIP NO. 528933 10 13D Page 13 of 18
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As disclosed in Item 3, each of the Reporting Persons, except
BOCP, received a margin loan from Banc One Capital to finance part of the
purchase of Common Shares. Each of these margin loans is secured by some or
all of the Common Shares purchased by the Reporting Person. Default on a margin
loan made by Banc One Capital could result in Banc One Capital, an affiliate of
BOCP, receiving voting and dispositive power over the Common Shares currently
owned by the defaulting Reporting Person through foreclosure. The Reporting
Persons agreed to share certain expenses related to the purchase of Common
Shares by adding $0.125 to the price of each Common Share purchased through
BOCP. This increase is reflected in the purchase price described in Item 3. The
Reporting Persons, except for Mr. George, have discussed, but not agreed to,
the payment of fees to certain persons, including Brown Gibbons, BOCP and Mr.
George's financial adviser, in the event this investment is successful. Other
arrangements among the Reporting Persons are described in Item 4.
Except as disclosed in this Item 6, none of the Item 2 Persons
has any contracts or arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of Lexford, including but not limited
to the sharing of fees or expenses, the transfer or voting of Lexford Shares,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, guarantees against losses, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Agreement among the Reporting Persons to file a joint
statement on Schedule 13D
B. Form of Margin Loan Agreement for Banc One Capital, Inc.
<PAGE> 14
CUSIP NO. 528933 10 13D Page 14 of 18
APPENDIX A
ITEM 2--IDENTITY AND BACKGROUND INFORMATION
WITH RESPECT TO THE REPORTING PERSONS
BROWN GIBBONS:
The general partner of Brown Gibbons is Brown, Gibbons, Lang &
Company, Inc., an Ohio corporation ("BGLC"). Brown Gibbons is an investment
banking firm. BGLC was formed to act as the general partner of Brown Gibbons and
certain related entities. The executive and corporate officers of BGLC are
Michael E. Gibbons, Chairman and Chief Executive Officer, and Scott H. Lang,
President. Each of Messrs. Gibbons and Lang are investment bankers with Brown
Gibbons. The principal business address of each of Brown Gibbons, BGLC, and
Messrs. Gibbons and Lang is 1111 Superior Avenue, Suite 900, Cleveland,
Ohio 44114.
GARY A. ZDOLSHEK:
Mr. Zdolshek is an investment banker with Brown Gibbons and
his principal business address is 1111 Superior Avenue, Suite 900, Cleveland,
Ohio 44114.
H. JEFFREY SCHWARTZ:
Mr. Schwartz is a partner in the law firm of Benesch,
Friedlander, Coplan & Aronoff LLP. The principal business address of both Mr.
Schwartz and his firm is 2300 BP America Building, 200 Public Square, Cleveland,
Ohio 44114. Mr. Schwartz is also a director of Lexford.
FAIRMOUNT:
Fairmount is a Colorado limited liability partnership
primarily engaged in investing. The general partners of Fairmount are Edward C.
Smith, Sarah H. P. Smith and Mary H. Laurent. Mr. Smith is the Chief Executive
Officer and Managing Member of Oakwood Laboratories, L.L.C. ("Oakwood"), a drug
development company. Mrs. Smith is a homemaker and Ms. Laurent is a student. The
principal business address of each of Fairmount, Oakwood, and Edward and Sarah
Smith is 7670 First Place, P.O. Box 461027, Oakwood, Ohio 44146. The principal
address of Mary H. Laurent, the daughter of Edward and Sarah Smith, is 309
Braddock Avenue #304, Pittsburgh, Pennsylvania 15221.
GLENN C. POLLACK:
Mr. Glenn Pollack is an investment banker with Brown Gibbons
and his principal business address is 1111 Superior Avenue, Suite 900,
Cleveland, Ohio 44114. Mr. Schwartz is also a director of Lexford.
JAMES C. GEORGE:
Mr. George is a sales executive with Zenith Industries and the
principal business address of Mr. George and Zenith Industries is 34025 Harper
Drive, Clinton Township, Michigan 48038.
STANLEY E. POLLACK:
Mr. Stanley Pollack is a physician with Hillcrest Hospital and
his principal address is 32100 Gates Mills Road, Pepper Pike, Ohio 44124. The
principal business address of Hillcrest Hospital is 6770 Mayfield Road, Mayfield
Heights, Ohio 44124.
<PAGE> 15
CUSIP NO. 528933 10 13D Page 15 of 18
BOCP:
BOCP is a wholly owned subsidiary of Banc One Capital Holdings
Corporation, which is a wholly owned subsidiary of Banc One Corporation. The
principal business address of each of BOCP, Banc One Capital Holdings
Corporation and Banc One Corporation is 150 E. Gay Street, 24th Floor, Columbus,
Ohio 43215. Each of BOCP and Banc One Capital Holdings Corporation is a holding
corporation for investment funds. Banc One Corporation is a bank. The executive
officers and directors for each of BOCP, Banc One Capital Holdings Corporation
and Banc One Corporation are listed below
BOCP Holdings Corporation:
Board of Directors:
Ronald D. Brooks, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Michael J. Endres, 150 E. Gay St., 24th Fl., Columbus, OH 43215
James J. Henson, 150 E. Gay St., 24th Fl., Columbus, OH 43215
David J. Kundert, 1111 Polaris Parkway - B2, Columbus, OH 43240
John B. McCoy, 100 E. Broad Street, Columbus, OH 43215
David R. Meuse, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Executive Committee of the Board of Directors:
Ronald D. Brooks, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Michael J. Endres, 150 E. Gay St., 24th Fl., Columbus, OH 43215
David R. Meuse, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Executive Officers:
Michael J. Endres President, 150 E. Gay St., 24th Fl., Columbus,
OH 43215
James J. Henson Managing Director, General Counsel and Secretary
150 E. Gay St., 24th Fl., Columbus, OH 43215
Brad L. Pospichel Treasurer, 150 E. Gay St., 24th Fl., Columbus,
OH 43215
Banc One Capital Holdings Corporation:
Board of Directors:
Ronald D. Brooks, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Michael J. Endres, 150 E. Gay St., 24th Fl., Columbus, OH 43215
James J. Henson, 150 E. Gay St., 24th Fl., Columbus, OH 43215
David J. Kundert, 1111 Polaris Parkway - B2, Columbus, OH 43240
John B. McCoy, 100 E. Broad Street, Columbus, OH 43215
David R. Meuse, 150 E. Gay St., 24th Fl., Columbus, OH 43215
Executive Officers:
David R. Meuse Chairman, President and Chief Executive
Officer, 150 E. Gay St., 24th Fl., Columbus,
OH 43215
James J. Henson Managing Director, General Counsel, Secretary
and Assistant Treasurer, 150 E. Gay St.,
24th Fl., Columbus, OH 43215
Brad L. Pospichel Managing Director and Treasurer, 150 E. Gay St.,
24th Fl., Columbus, OH 43215
<PAGE> 16
CUSIP NO. 528933 10 13D Page 16 of 18
Banc One Corporation (Directors and Corporate Officers):
John H. Bryan Laban P. Jackson, Jr.
Chairman of the Board and Chairman and Chief Executive Officer
Chief Executive Officer Clear Creek Properties, Inc.
Sara Lee Corporation 2365 Harrodsburg Road, Suite B230
Three First National Plaza Lexington, KY 40504-3300
Suite 4400 (mail) or 4700 (messenger)
Chicago, IL 60602-4260
Siegfried Buschmann John W. Kessler
Chairman and Chief Executive Chairman
Officer The New Albany Company
The Budd Company P.O. Box 490
3155 West Big Beaver Road New Albany, OH 43054
P.O. Box 2601
Troy, MI 48007-2601
James S. Crown Richard J. Lehmann
General Partner Vice Chairman
Henry Crown and Company BANK ONE CORPORATION
222 North LaSalle Street One First National Plaza
Suite 2000 Chicago, IL 60670
Chicago, IL 60601
Bennett Dorrance William G. Lowrie
Private Investigator President
Chairman, Managing Director Amoco Corporation
DMB Associates 200 East Randolph Drive, 30th Floor
4201 N. 24th Street, Suite 120 Chicago, IL 60601-7125
Phoenix, AZ 85016
Dr. Maureen A. Fay, O.P. Richard A. Manoogian
President Chairman and Chief Executive
University of Detroit Mercy Officer
4001 West McNichols Masco Corporation
(P.O. Box 19900) 21001 Van Born Road
Detroit, MI 48221 (48219-0900) Taylor, MI 48180
John R. Hall William T. McCormick, Jr.
Retired Chairman, Chief Executive Chairman and Chief Executive
Ashland, Inc. Officer
P.O. Box 391 CMS Energy Corporation
Ashland, KY 41114 330 Town Center Drive
Suite 1100
Dearborn, MI 48126
Verne G. Istock John B. McCoy
Chairman of the Board President and Chief Executive Officer
BANK ONE CORPORATION BANK ONE CORPORATION
One First National Plaza One First National Plaza
Chicago, IL 60670-0554 Chicago, IL 60670
<PAGE> 17
CUSIP NO. 528933 10 13D Page 17 of 18
Thomas E. Reilly, Jr. John C. Tolleson
Chairman of the Board Chairman and President
Reilly Industries, Inc. The Tolleson Group
300 North Meridian Street 1601 Elm Street, 47th Floor
Suite 1500 Dallas, TX 75201
Indianapolis, IN 46204-1763
John W. Rogers, Jr. David J. Vitale
Chairman and President Vice Chairman
Ariel Capital Management, Inc. BANK ONE CORPORATION
307 North Michigan Avenue, Suite 500 One First National Plaza
Chicago, IL 60601 Chicago, IL 60670-0458
Thekla R. Shackelford Robert D. Walter
Education Consultant Chairman and Chief Executive Officer
6020 Havens Road Cardinal Health, Inc.
Gahanna, OH 43230 5555 Glendon Court
Dublin, OH 43016
Alex Shumante CORPORATE SECRETARY
Managing Partner Sherman I. Goldberg
Squire, Sanders & Dempsey General Counsel
41 S. High Street, Suite 1300 BANK ONE CORPORATION
Columbus, OH 43215 One First National Plaza
Chicago, IL 60670
Frederick P. Stratton, Jr. CORPORATE TREASURER
Chairman and Chief Executive Officer Eileen M. Kennedy
Briggs & Stratton Corp. Treasurer
P.O. Box 702 BANK ONE CORPORATION
Milwaukee, WI 53201 One First National Plaza
Chicago, IL 60670
<PAGE> 18
CUSIP NO. 528933 10 13D Page 18 of 18
APPENDIX B
ITEM 5(c)--TRANSACTIONS IN THE PAST 60 DAYS
H. JEFFREY SCHWARTZ:
On August 12, 1998, Mr. Schwartz acquired 500 Common Shares,
at a price of $18.375 per Common Share, and 500 Common Shares at a price of
$18.50 per Common Share, for an aggregate purchase price of $18,437.50, in open
market transactions effected through McDonald. On September 30, 1998, Mr.
Schwartz acquired 529 Common Shares, with a value of $14.65 per Common Share on
that date, from Lexford under a directors compensation plan as payment for
directors fees.
GLENN C. POLLACK:
On September 30, 1998, Mr. Glenn Pollack acquired 529 Common
Shares, with a value of $14.65 per Common Share on that date, from Lexford under
a directors compensation plan as payment for directors fees.
BOCP:
Electronic transactions by BOCP for its own account and on
behalf of its customers in the last sixty days are shown on the table attached
as Appendix B-1. Appendix B-1 immediately follows the signature page to this
Schedule 13D. BOCP does not have the ability to track transactions made by its
customers involving the transfer of physical certificates.
<PAGE> 19
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct as of October 9, 1998.
BROWN, GIBBONS, LANG & COMPANY, L.P, an
Ohio limited partnership
BY: BROWN, GIBBONS, LANG & COMPANY, INC.,
an Ohio corporation, its general partner
By: /s/ Michael E. Gibbons
Name: Michael E. Gibbons
Title: President
BOCP HOLDINGS CORPORATION, an Ohio
corporation
By: /s/ James J. Henson
Name: James J. Henson
Title: Managing Director and General Counsel
FAIRMOUNT INVESTORS, a Colorado limited
liability limited partnership
By: /s/ Edward C. Smith
Edward C. Smith, its general partner
/s/ Gary A. Zdolshek
------------------------------------------
Gary A. Zdolshek
/s/ H. Jeffrey Schwartz
------------------------------------------
H. Jeffrey Schwartz
/s/ Glenn C. Pollack
------------------------------------------
Glenn C. Pollack
/s/ James C. George
------------------------------------------
James C. George
/s/ Stanley E. Pollack
------------------------------------------
Stanley E. Pollack
<PAGE> 20
<TABLE>
<CAPTION>
APPENDIX B-1
- ------------------------------------------------------------------------------------------------------------------
BUY/SELL CUSTOMER NAME QUANTITY TRADE DATE PRICE MARKET SETTLEMENT DATE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
B BOCP HOLDINGS INC 216,090 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B RAYMOND C CARLTON 1,000 09/28/98 17.00000 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B BETTY D RENNER 1,000 08/20/98 18.75000 O 08/25/98
- ------------------------------------------------------------------------------------------------------------------
B JAMES S CHAPMAN 2,500 08/10/98 18.62500 O 08/13/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 7,500 08/11/98 18.37500 O 08/14/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 6,900 08/17/98 18.29530 O 08/20/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 8,100 08/19/98 18.28860 O 08/24/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 6,000 08/27/98 18.22920 O 09/01/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 6,000 08/28/98 17.72920 O 09/02/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 12,500 08/31/98 17.37500 O 09/03/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 9,400 09/15/98 18.00000 O 09/18/98
- ------------------------------------------------------------------------------------------------------------------
B STATE AUTO MUTUAL INSURANCE CO 01003698 18,600 09/22/98 17.83000 O 09/30/98
- ------------------------------------------------------------------------------------------------------------------
B MERICH GROUP INCORPORATED 1,000 09/01/98 18.00000 O 09/04/98
- ------------------------------------------------------------------------------------------------------------------
B MARILOU CHAPMAN REVOCABLE TR UAD 4/13/92 1,000 09/29/98 17.56250 O 10/02/98
- ------------------------------------------------------------------------------------------------------------------
B MARGARET H RENNER REVOCABLE TRUST 500 08/20/98 18.75000 O 08/25/98
- ------------------------------------------------------------------------------------------------------------------
B JOHN W ADAMS 2,000 08/06/98 19.25000 O 08/11/98
- ------------------------------------------------------------------------------------------------------------------
B WILLIAM ROBERTS 1,000 08/06/98 19.25000 O 08/11/98
- ------------------------------------------------------------------------------------------------------------------
B JAMES C GEORGE 215,000 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B BROWN GIBBONS LANG & CO LP 12,930 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B STANLEY POLLACK 4,310 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B FAIRMONT INVESTORS LLP 94,826 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B GLENN C POLLACK 17,240 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B GARY A ZDOLSHEK 12,930 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B H JEFFREY SCHWARTZ ESQ 73,274 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B ROBERT J BERGAMINI 1,000 09/28/98 16.87500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
B KURT S BLANK SELF-DIRECTED IRA 400 09/02/98 17.93750 O 09/08/98
- ------------------------------------------------------------------------------------------------------------------
B DANIEL J JESSEE, SELF-DIRECTED IRA 5,000 09/01/98 17.62500 O 09/04/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,000 08/06/98 19.25000 O 08/11/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 2,000 08/06/98 19.25000 O 08/11/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 2,500 08/10/98 18.62500 O 08/13/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 7,500 08/11/98 18.37500 O 08/14/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 6,900 08/17/98 18.29530 O 08/20/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 2,500 08/18/98 18.31250 O 08/21/98
</TABLE>
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
B BOCP HOLDINGS INC 216,090 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 5,600 08/19/98 18.27790 O 08/24/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,500 08/20/98 18.75000 O 08/25/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 6,000 08/27/98 18.22920 O 09/01/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 6,000 08/28/98 17.72920 O 09/02/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 12,500 08/31/98 17.37500 O 09/03/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 5,000 09/01/98 17.62500 O 09/04/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,000 09/01/98 18.00000 O 09/04/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 400 09/02/98 17.93750 O 09/08/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 9,400 09/15/98 18.00000 O 09/18/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 18,600 09/22/98 17.83000 O 09/25/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,000 09/28/98 16.87500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,000 09/28/98 17.00000 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
S ERNST & CO 1,000 09/29/98 17.56250 O 10/02/98
- ------------------------------------------------------------------------------------------------------------------
S EVEREN SECURITIES INC 646,600 09/28/98 16.62500 O 10/01/98
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
EXHIBIT A
This Exhibit A to Schedule 13D is filed pursuant to
the requirements of Rule 13d(1)(f)(1)(iii) and dated as of October 9, 1998. Each
of the undersigned hereby: (i) agrees that the Schedule 13D to which this
Exhibit A is attached is filed on behalf of each of the undersigned, (ii)
appoints Gary A. Zdolshek as the person designated to receive notices and
communications related to this Schedule 13D, (iii) appoints Brown, Gibbons, Lang
& Company, L.P. as its attorney-in-fact solely with respect to matters
pertaining to the joint filing of this Schedule 13D via EDGAR, and (iv)
disclaims beneficial ownership of any Common Shares held by any other Reporting
Person.
BROWN, GIBBONS, LANG & COMPANY, L.P, an Ohio
limited partnership
BY: BROWN, GIBBONS, LANG & COMPANY, INC.,
an Ohio corporation, its general partner
By: /s/ Michael E. Gibbons
Name: Michael E. Gibbons
Title: President
BOCP HOLDINGS CORPORATION, an Ohio
corporation
By: /s/ James J. Henson
Name: James J. Henson
Title: Managing Director and General Counsel
FAIRMOUNT INVESTORS, a Colorado limited
liability limited partnership
By: /s/ Edward C. Smith
Edward C. Smith, its general partner
/s/ Gary A. Zdolshek
-------------------------------------------
Gary A. Zdolshek
/s/ H. Jeffrey Schwartz
-------------------------------------------
H. Jeffrey Schwartz
<PAGE> 23
/s/ Glenn C. Pollack
-------------------------------------------
Glenn C. Pollack
/s/ James C. George
-------------------------------------------
James C. George
/s/ Stanley E. Pollack
-------------------------------------------
Stanley E. Pollack
<PAGE> 24
EXHIBIT B
MARGIN AGREEMENT BANC ONE CAPITAL MARKETS, INC.
In consideration of Banc One Capital Markets, Inc. opening one or more accounts
on my behalf, I (we) jointly and severally represent and agree to the terms set
forth below. Throughout this agreement, "I", "me" and "my" refer to each
applicant who signed the agreement and if more than one applicant, they are
jointly and severally bound. "You" and "your" shall refer to Banc One Capital
Markets, Inc..
1. I hereby grant a general lien and security interest to you in all monies,
securities, negotiable instruments or other property (collectively "Property")
in my account(s), now or in the future, or held by you for me, or in your
control or possession, in order to secure any liability or indebtedness owed by
me to you, whether arising from margin requirements, brokerage charges, losses
in the account(s) or interest charges.
2. I understand that you may, at your discretion and without notice to me, apply
and/or transfer any securities, contracts relating thereto, cash or any other
property therein, interchangeably between any of my accounts, whether individual
or joint from any of my accounts to any account guaranteed by me.
3. I will maintain at all times such margins as you may in your discretion
require and will pay on demand any debit balance owing with respect to any of my
accounts. I understand that your margin requirements may exceed those set by any
exchange or regulatory authority, and may differ from those established for
other accounts with your firm. You retain the right to require additional margin
at any time you deem it necessary or advisable. Any such call for additional
collateral may be met by delivery of additional marginable securities or cash.
4. I understand that you may, whenever in your discretion you deem it desirable
for your protection (and without the necessity of a margin call), without prior
demand, tender, and without any notice of the time or place of sales, sell any
or all securities or contracts relating thereto which may be in your possession
or which you may be carrying for me. You shall have the right to purchase for
your own account any or all of the aforesaid property at such sale, discharged
of any right of redemption, which is hereby waived. I will be liable to you for
any deficiencies in the account in the event of such liquidation of the
account(s) in whole or in part by you.
5. All transactions in any of my accounts are to be paid for or required margin
deposited no later than 2:00 p.m. Eastern time on the settlement date.
6. I agree to be charged interest on any credit extended to or maintained for me
by you for the purpose of purchasing, carrying or trading in any security. The
interest rate charged shall be determined as explained in the "Credit Disclosure
Statement" which you have delivered to me.
7. You are hereby authorized to lend separately or together with the property of
others either to yourselves or to others the property which you may be carrying
for me on margin. This authorization shall apply to all accounts carried by you
for me and shall remain in full force until written notice of revocation is
received by you.
8. No waiver of any provision of this Agreement shall be deemed a waiver of any
other provision, nor a continuing waiver of the provision or provisions so
waived.
9. This agreement is entered into IN ADDITION TO, and does not replace or
nullify, the Customer Agreement entered into by the same parties. This Margin
Agreement is also governed by the pre-dispute arbitration agreement, as outlined
in the Customer Agreement.
<PAGE> 25
I REPRESENT THAT I HAVE READ THE ABOVE TERMS AND CONDITIONS GOVERNING THIS
ACCOUNT AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS AS CURRENTLY IN
EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME.
- -------------------- ------------------------------------------------------
Date Customer Signature
- -------------------- ------------------------------------------------------
Account number Signature, If Joint Account
Rev. 10/98
