SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)
AUTOINFO, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
052777109
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(CUSIP number)
WARREN G. LICHTENSTEIN
STEEL PARTNERS II, L.P.
750 Lexington Avenue - 27th Floor
New York, New York 10022
(212) 446-5217
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 14, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
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(1) 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 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>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AUTOINFO STOCKHOLDERS COMMITTEE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,131,400
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,131,400
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,131,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
SHARES
BENEFICIALLY 1,126,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,126,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,126,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,126,100
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,126,100
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,126,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,126,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,126,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,126,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK L. HOWARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,300
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,300
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.07%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This constitutes Amendment No. 4 ("Amendment No. 4") to the
Schedule 13D filed by the undersigned on February 17, 1995, as amended (the
"Schedule 13D"). Pursuant to Rule 101 of Regulation S-T, this Amendment No. 4
amends and restates the Schedule 13D to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates
is the common stock, no par value, of AutoInfo, Inc., a Delaware corporation
(the "Issuer"), whose principal executive office is located at 1600 Route 208,
Fairlawn, New Jersey 07410.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of the AutoInfo
Stockholders Committee (the "AutoInfo Stockholders Committee"). The AutoInfo
Stockholders Committee is not a business entity and has no place of
organization, principal business or business address. The AutoInfo Stockholders
Committee can be contacted through Warren G. Lichtenstein, Chairman of the
AutoInfo Stockholders Committee, c/o Steel Partners II, L.P., 750 Lexington
Avenue, 27th Floor, New York, New York 10022.
The AutoInfo Stockholders Shareholders Committee is composed
of Warren G. Lichtenstein, Lawrence Butler and Jack L. Howard. Information set
forth below relating solely to each of them is provided by such individual.
Steel Partners II, L.P. ("Steel") is a Delaware limited
partnership. The principal business of Steel is investing in the securities of
micro-cap companies. The general partner of Steel is Steel Partners Associates,
L.P. ("Associates"), a Delaware limited partnership. The general partner of
Associates is Steel Partners, Ltd. ("Partners"), a New York corporation. The
principal business address of Steel, Associates and Partners is 750 Lexington
Avenue, 27th Floor, New York, New York 10022. The executive officers and
directors of Partners are as follows: Warren G. Lichtenstein is Chairman of the
Board, Secretary and a Director; and Lawrence Butler is President, Treasurer and
a Director. The principal business address of each of Warren G. Lichtenstein and
Lawrence Butler is 750 Lexington Avenue, 27th Floor, New York, New York 10022.
Each of the executive officers and directors of Partners is a citizen of the
United States of America.
Mr. Lichtenstein is Chairman and a director of WGL Capital
Corp., a general partner of Steel Partners, L.P., a Delaware limited partnership
(a private investment partnership) and Chairman and a director of Partners.
<PAGE>
Mr. Butler is the sole shareholder of Camelia Croup, Inc., a
co-General Partner of Steel Partners, L.P., a Delaware limited partnership and
President and a director of Partners.
Jack L. Howard is a limited partner of Associates and is a
principal in the brokerage firm of Mutual Securities, Inc., a division of Cowles
Sabol & Co. The principal business address of Jack L. Howard is 2927 Montecito
Avenue, Santa Rosa, California 95404. Mr. Howard is a citizen of the United
States of America.
During the past five years, none of Steel, Associates,
Partners, Warren G. Lichtenstein, Lawrence Butler or Jack L. Howard has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which
proceeding such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price (excluding commissions) for the
1,126,00 Shares purchased by Steel was $3,904,219.00. Such Shares were acquired
with partnership funds.
The aggregate purchase price (excluding commissions) for the
5,300 Shares purchased by Jack Howard was $18,600.50. Mr. Howard used his
personal funds to purchase such Shares.
The aggregate purchase price (excluding commissions) for the
100 Shares purchased by Warren Lichtenstein was $363.00. Mr. Lichtenstein used
his personal funds to purchase such Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The AutoInfo Stockholders Committee was formed, subject to
obtaining regulatory approvals, to solicit written consents to take action in
lieu of a stockholders meeting, pursuant to Delaware General Corporation Law ss.
228 and/or proxies to execute such consents to (i) remove the incumbent members
of the Issuer's board of directors; (ii) elect the slate of candidates set forth
herein to the Issuer's board of directors; and (iii) amend the Bylaws of the
Issuer to provide that any acquisition by the Issuer, whether by stock purchase,
merger, asset acquisition or other similar type transaction, where the
consideration to be paid by the Issuer is more than fifty (50%) percent of the
Issuer's assets at the time of such transaction, will be subject to approval by
a majority of the Issuer's stockholders. The
<PAGE>
AutoInfo Stockholders Committee is also committed to using its best efforts,
immediately upon its election, to rescind or nullify the Shareholder Rights Plan
adopted on March 30, 1995 by the Issuer's board of directors. The AutoInfo
Stockholders Committee's nominees for directors of the Issuer will be Warren G.
Lichtenstein, Lawrence Butler, Jack L. Howard, Marshall D. Butler, Jan R.
Sussman and James Benenson, Jr.
The AutoInfo Stockholders Committee believes that the market
price of the Common Stock does not reflect the underlying value of the Issuer
and believes that based upon its knowledge of the Issuer, it could cause the
Issuer to take such actions and pursue such opportunities, including, but not
limited to, seeking potential acquisition candidates for the Issuer, in order to
maximize value for the Issuer's stockholders. The AutoInfo Stockholders
Committee could, however, in the future, based upon an evaluation of the
Issuer's operations and future plans, as well as its own financial status,
decide to pursue another course of action including, but not limited to, the
paying of a special dividend, the total or partial liquidation of the Issuer or
the sale of the Issuer's non-cash assets.
The Issuer filed suit on June 14, 1995 in the United States
District Court for the District of Delaware against Steel, Warren G.
Lichtenstein, Lawrence Butler, Jack L. Howard, Marshall D. Butler, Ryback
Management Corporation, Eric E. Ryback and Lawrence Callahan, Civil Action No.
95-364. The complaint alleges, among other things, violations of Sections 13(d),
13(g) and 14(a) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, stemming from Steel's allegedly
acting in concert with the other defendants to obtain control of the board of
directors of the Issuer and the failure of Steel and the other defendants to
disclose such actions in compliance with applicable securities laws. The
complaint seeks, among other things, to enjoin the AutoInfo Stockholders
Committee from commencing the Consent Solicitation and delivering the Consent
Statement to the Issuer's stockholders. The AutoInfo Stockholders Committee
believes it has complied with the securities laws and intends to vigorously
defend itself against the claims brought by the Issuer.
The AutoInfo Stockholders Committee had previously anticipated
commencing a Consent solicitation on May 1, 1995 and in connection therewith had
(i) delivered a signed Consent to the Company on April 13, 1995 and (ii)
demanded a list of the Company's stockholders from the Company. Under ss. 228 of
DGCL, Consents must be delivered within 60 days of the earliest dated Consent
delivered to the Issuer. Due to delays in obtaining the stockholders list, the
AutoInfo Stockholders Committee decided not to solicit Consents pursuant to the
prior Consent solicitation and to commence a new Consent solicitation. By letter
dated May 31, 1995, the AutoInfo Stockholders Committee advised the Issuer that
the prior Consent was withdrawn. The
<PAGE>
AutoInfo Stockholders Committee had engaged in discussions with the Issuer in an
attempt to avoid the necessity of this Consent solicitation. In the course of
these discussions, four meetings were held between approximately April 12, 1995
and April 28, 1995. The following parties were present at all or some of the
meetings: on behalf of the AutoInfo Stockholders Committee--Warren Lichtenstein,
Marshall D. Butler and Lawrence Butler, on behalf of the Company--Scott Zecher
and Andrew Gaspar. During the course of the discussions, the issues discussed
included the terms of a standstill agreement for members of the AutoInfo
Stockholders Committee, the size of the Board, including Board representation
for the AutoInfo Stockholders Committee, and the powers of minority directors,
the redemption of the poison pill, the aggregate amount of Issuer funds to be
spent on acquisitions and other such transactions without requiring stockholder
and/or supermajority board approval, and a right of first refusal by the Company
on the Common Stock beneficially held by members of the AutoInfo Stockholders
Committee. To date, those discussions have not been successful and no agreements
or understandings of any kind have been reached.
The AutoInfo Stockholders Committee has filed preliminary
consent materials with the Commission, and upon final approval from the
Commission intends to file a definitive Consent Statement and commence its
solicitation of written consents from Stockholders of the Company. In connection
with such solicitation, a record date of May 31, 1995 was established by the
Issuer.
Except as stated herein, the AutoInfo Stockholders Committee
does not presently have any other proposals or plans which would result in any
event listed in items (a) through (j) of Item 4 of Schedule 13D. In the future,
however, based upon an evaluation of the Issuer's operations and future plans,
as well as its own financial status, it may decide to pursue another course of
action. The members of the AutoInfo Stockholders Committee may hold or dispose
of the Shares or may purchase additional shares of Common Stock at such time as
each of them may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As reported in the Company's Revocation of Consent
Statement By Board of Directors in Opposition to the Parties who Refer to
Themselves as the AutoInfo Stockholders Committee, dated May 15, 1995, the
Issuer had 7,732,252 shares of Common Stock outstanding on April 28, 1995. The
AutoInfo Stockholders Committee beneficially own an aggregate of 1,131,400
Shares, representing 14.6% of the shares outstanding, of which 1,126,000
<PAGE>
Shares are beneficially owned by Steel, 5,300(2) are beneficially owned by Jack
L. Howard and 1,126,100 are beneficially owned by Warren G. Lichtenstein, of
which 1,126,000 are beneficially owned by Steel. All of such Shares acquired by
Steel, Jack L. Howard and Warren G. Lichtenstein were acquired in open-market
transactions. Each of Steel and Jack L. Howard has sole voting and dispositive
power with respect to the Shares beneficially owned by it or him. Warren G.
Lichtenstein has sole voting and dispositive power with respect to the 100
Shares beneficially owned directly by him. Each of Warren G. Lichtenstein and
Lawrence Butler has shared voting and dispositive power with respect to the
1,126,000 Shares beneficially owned by him through Steel's ownership of such
shares.
(b) Set forth below is a schedule identifying all transactions
in the shares effected by the persons identified in response to Item 5(a) above
since 60 days prior to February 17, 1995, the date of filing of the Schedule
13D.
Steel has engaged in no transactions in the Issuer's common
stock during the period described above except for the purchases described
below:
Shares of Common Stock Price Per Share Date of Purchase
- ---------------------- --------------- ----------------
15,000 $3.34 2/1/95
55,000 3.41
10,000 3.28
47,500 3.37
100,000 3.46 2/2/95
20,000 3.47
5,000 3.53
2,000 3.28
15,000 3.34 2/3/95
62,300 3.28
10,000 3.34 2/6/95
5,000 3.28
50,000 3.41 2/7/95
12,000 3.34 2/8/95
10,000 3.41 2/9/95
5,000 3.41 2/13/95
5,000 3.34 2/14/95
- --------
(2) 400 of Mr. Howard's shares are held of record by a trust for the
benefit of Jack L. Howard and 4,900 of Mr. Howard's shares are held of record by
Mr. Howard in his IRA account.
<PAGE>
Shares of Common Stock Price Per Share Date of Purchase
- ---------------------- --------------- ----------------
253,000 3.50 2/15/95
7,500 3.34 2/16/95
5,000 3.47
13,000 3.41
3,800 3.34 2/24/95
10,000 3.73 3/3/95
358,900 3.50 3/16/95
10,000 3.53 5/24/95
7,500 3.53 5/25/95
2,500 3.53 5/26/95
26,000 3.54 6/1/95
Jack L. Howard has engaged in no transactions in the Issuer's common
stock during the period described above except for the purchases described
below:
Shares of Common Stock Price Per Share Date of Purchase
- ---------------------- --------------- ----------------
400* $3.36 2/8/95
300** 3.39 2/9/95
4,600** 3.53 3/16/95
- -----------------
* Represents shares held of record by a trust for the benefit of Jack L.
Howard.
** Represents shares held of record by Mr. Howard in his IRA account.
Warren G. Lichtenstein has engaged in no transactions, other than
through Steel's transactions described above, in the Issuer's common stock
during the period described above except for the purchase described below:
Shares of Common Stock Price Per Share Date of Purchase
- ---------------------- --------------- ----------------
100 $3.63 5/26/95
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The members of the AutoInfo Stockholders Committee have orally
agreed to work with each other to obtain proxies or consents to accomplish the
objectives described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Form of Agreement of Limited Partnership, of
Steel Partners II, L.P. (previously filed).
Exhibit B - Joint Filing Agreement among Steel, Warren G.
Lichtenstein, Lawrence Butler and Jack L.
Howard. (previously filed).
Exhibit C - Letter from counsel to AutoInfo Stockholders
Committee to counsel to the Company dated May
1, 1995. (previously filed).
<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.
Dated: June 15, 1995
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, LTD., the
general partner of STEEL
PARTNERS ASSOCIATES, L.P.,
general partner
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chairman of the Board
<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.
Dated: June 15, 1995
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN
<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.
Dated: June 15, 1995
/s/ Lawrence Butler
-------------------
LAWRENCE BUTLER
<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.
Dated: June 15, 1995
/s/ Jack L. Howard
------------------
JACK L. HOWARD
