SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
DE ANZA PROPERTIES XII, LTD., A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number)
-----------------------
C.E. Patterson
MacKenzie Patterson Inc.
1640 School Street, Suite 100
Moraga, California 94556
(510) 631-9100
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 27, 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 the statement [ ]. (A fee is
not required only if reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. None
1. Name of Reporting Persons
Accelerated High Yield Income Fund, L.P.
Accelerated High Yield Institutional Investors, L.P.
Accelerated High Yield Growth Fund II, L.P.
MacKenzie Fund V, A California Limited Partnership
MacKenzie Fund VI, A California Limited Partnership
MacKenzie Specified Income Fund, A California Limited Partnership
CFS Secondary Market Fund, L.P.
MacKenzie Fund 10, L.P.
Moraga Fund 1, L.P.
Cal-Kan, Inc.
Moraga Gold, LLC
Steven Gold
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds (See Instructions)
Person Source of Funds
Accelerated High Yield Income Fund, L.P. WC
Accelerated High Yield Institutional Investors, L.P. WC
Accelerated High Yield Growth Fund II, L.P. WC
MacKenzie Fund V, A California Limited Partnership WC
MacKenzie Fund VI, A California Limited Partnership WC
MacKenzie Specified Income Fund, A California Limited Partnership WC
CFS Secondary Market Fund, L.P. WC
MacKenzie Fund 10, L.P. WC
Moraga Fund 1, L.P. WC
Cal-Kan, Inc. WC
Moraga Gold, LLC WC/AF
Steven Gold WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization:
Person Place of Organization
Accelerated High Yield Income Fund, L.P. Florida
Accelerated High Yield Institutional Investors, L.P. Florida
Accelerated High Yield Growth Fund II, L.P. Florida
MacKenzie Fund V, A California Limited Partnership California
MacKenzie Fund VI, A California Limited Partnership California
MacKenzie Specified Income Fund, A California Limited Partnership California
CFS Secondary Market Fund, L.P. Florida
MacKenzie Fund 10, L.P. California
Moraga Fund 1, L.P. California
Cal-Kan, Inc. Kansas
Moraga Gold, LLC California
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power:
Accelerated High Yield Growth Fund II, L.P. 257
MacKenzie Fund V, A California Limited Partnership 10
MacKenzie Fund VI, A California Limited Partnership 5
MacKenzie Specified Income Fund, A California Limited Partnership 316
CFS Secondary Market Fund, L.P. 35
MacKenzie Fund 10, L.P. 407
Moraga Fund 1, L.P. 575
Cal-Kan, Inc. 17
Moraga Gold, LLC 2,139
8. Shared Voting Power: None*
9. Sole Dispositive Power:
Accelerated High Yield Growth Fund II, L.P. 257
MacKenzie Fund V, A California Limited Partnership 10
MacKenzie Fund VI, A California Limited Partnership 5
MacKenzie Specified Income Fund, A California Limited Partnership 316
CFS Secondary Market Fund, L.P. 35
MacKenzie Fund 10, L.P. 407
Moraga Fund 1, L.P. 575
Cal-Kan, Inc. 17
Moraga Gold, LLC 2,139
10.Shared Dispositive Power: None*
* Voting and dispositive power are exercised on behalf of Accelerated High
Yield Income Fund, L.P., Acclerated High Yield Institutional Investors, L.P.,
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Accelerated High Yield Growth Fund II, L.P., MacKenzie Fund V, A California
Limited Partnership, MacKenzie Fund VI, A California Limited Partnership,
MacKenzie Fund 10, L.P., MacKenzie Specified Income Fund, A California Limited
Partnership, CFS Secondary Market Fund, L.P. and Moraga Fund 1, L.P. by their
respective general partners who are identified in Item 2, below, and who are
also affiliates of the executive officers and directors controlling Cal-Kan,
Inc. and a member controlling Moraga Gold, LLC.
11. Aggregate Amount Beneficially owned by Each Reporting Person:
Accelerated High Yield Growth Fund II, L.P. 257
MacKenzie Fund V, A California Limited Partnership 10
MacKenzie Fund VI, A California Limited Partnership 5
MacKenzie Specified Income Fund, A California Limited Partnership 316
CFS Secondary Market Fund, L.P. 35
MacKenzie Fund 10, L.P. 407
Moraga Fund 1, L.P. 575
Cal-Kan, Inc. 17
Moraga Gold, LLC 2,139
These amounts and the corresponding percentages set forth in Row
(13) below are based on interests which may be deemed to be
beneficially owned by each reporting person. However, such persons
by their affiliations may be deemed to beneficially own an
aggregate of 3,761 Interests, which is the total of all Interests
held by the reporting persons.
12. Check if the Aggregate Amount of Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11):
Accelerated High Yield Growth Fund II, L.P. 1.13%
MacKenzie Fund V, A California Limited Partnership 0.04%
MacKenzie Fund VI, A California Limited Partnership 0.02%
MacKenzie Specified Income Fund, A California Limited Partnership 1.39%
CFS Secondary Market Fund, L.P. 0.15%
MacKenzie Fund 10, L.P. 1.79%
Moraga Fund 1, L.P. 2.53%
Cal-Kan, Inc. 0.07%
Moraga Gold, LLC 9.41%
14. Type of Reporting Person (See Instructions):
Person Category
Accelerated High Yield Income Fund, L.P. PN
Accelerated High Yield Institutional Investors, L.P. PN
Accelerated High Yield Growth Fund II, L.P. PN
MacKenzie Fund V, A California Limited Partnership PN
MacKenzie Fund VI, A California Limited Partnership PN
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MacKenzie Specified Income Fund, A California Limited Partnership PN
CFS Secondary Market Fund, L.P. PN
MacKenzie Fund 10, L.P. PN
Moraga Fund 1, L.P. PN
Cal-Kan, Inc. CO
Moraga Gold, LLC OO
Steven Gold IN
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Item 1. Security and Issuer.
This statement relates to limited partnership interests (the
"Interests") of De Anza Properties - XII, Ltd., a California limited
partnership (the "Issuer"). The address of the Issuer's principal executive
offices is:
9171 Wilshire Boulevard
Beverly Hills, California 90210
Item 2. Identity and Background.
The persons filing this statement are Accelerated High Yield Income
Fund, L.P. ("AHYIF"), Accelerated High Yield Institutional Investors, L.P.
("AHYI"), Accelerated High Yield Growth Fund II, L.P., ("AHYII"), MacKenzie Fund
V, A California Limited Partnership ("Fund V"), MacKenzie Fund VI, A California
Limited Partnership ("Fund VI"), MacKenzie Specified Income Fund, A California
Limited Partnership ("Specified"), CFS Secondary Market Fund, L.P. ("CFS"),
MacKenzie Fund 10, L.P. ("Fund 10"), Moraga Fund 1, L.P. ("Moraga"), Cal-Kan,
Inc. ("Cal-Kan") Moraga Gold, LLC ("Moraga Gold") and Steven Gold ("Gold").
AHYIF, AHYI, AHYII, Fund V, Fund VI, Specified, CFS, Fund 10, Moraga, Cal-Kan
and Moraga Gold are sometimes collectively referred to herein as the "Funds" and
sometimes individually as a "Fund." The Funds, through their affiliated general
partners, and /or shareholders and executive officers, may be deemed to
beneficially own an aggregate of 3,761 Interests (or approximately 16.55% of the
outstanding Interests).
The principal business of each of the Funds is to acquire and hold
for investment limited partnership units, interests and shares (collectively,
the "Units") of previously created unaffiliated real estate based limited
partnerships, real estate investments trusts or other real estate based
investment entities (collectively, the "Partnerships") which have invested
substantially all of their capital in real property, real estate ventures or
other real property based investments. The address of the Funds' principal
business and principal office is 1640 School Street, Suite 100, Moraga,
California 94556.
The following chart sets forth the general partners of the Funds
which are partnerships:
Fund General Partner
AHYIF MacKenzie Patterson, Inc.
AHYI MacKenzie Patterson, Inc.
AHYII MacKenzie Patterson, Inc.
Fund V MacKenzie L.P., A California Limited Partnership
Fund VI MacKenzie L.P., A California Limited Partnership
Specified MacKenzie L.P., A California Limited Partnership
CFS William R. Cousins
Fund 10 MacKenzie Patterson, Inc.
Moraga Moraga Partners, Inc.
MacKenzie L.P., A California Limited Partnership ("MacKenzie L.P.")
and MacKenzie Patterson, Inc. ("MPI") also act as general partners in other
limited partnerships formed to acquire Units. The business address of MacKenzie
L.P., MPI and Moraga Partners, Inc. is 1640 School Street, Suite 100, Moraga,
California 94556.
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During the last five years, none of the Funds, or, to the best
knowledge of the Funds, neither MacKenzie L.P. nor MPI (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 violation with respect to such laws.
The following information is provided with respect to persons
enumerated in Instruction C.
(a) The general partner of MacKenzie L.P. is MacKenzie Securities Partners,
Inc., a California corporation ("MSPI"), the shares of which are owned 50% by
C.E. Patterson and 50% by Berniece Patterson (Mr. and Mrs. Patterson are husband
and wife). Mr. and Mrs. Patterson are also the principal shareholders of MPI.
The directors of both MPI and MSPI are Mr. and Mrs. Patterson, and the executive
officers of both MPI and MSPI are Mr. and Mrs. Patterson and Victoriaanne
Tacheira. The shares of Moraga Partners, Inc. and Cal-Kan, Inc. are each held
50% by C.E. Patterson and Thomas A. Frame, and Mssrs. Patterson and Frame are
the executive officers and directors of each of Moraga Partners, Inc. and
Cal-Kan. The members of Moraga Gold, LLC are Moraga Partners, Inc. and the David
B. Gold Trust, a private trust of which Barbara Lurie is the trustee, Steven
Gold is an adviser, and a non-profit charitable foundation is the sole
beneficiary.
(b) The business addresses of each of the executive officers,
directors, trustees and shareholders of MPI, MSPI, Moraga Partners, Inc., Moraga
Gold and Cal-Kan are set forth on Schedule A, which is incorporated herein by
reference.
(c) The present principal occupations or employments of each of the
executive officers, directors, trustees and shareholders of MPI, MSPI, Moraga
Partners, Inc., Moraga Gold, and Cal-Kan are set forth on Schedule A, which is
incorporated herein by reference.
(d)-(e) During the last five years, to the best knowledge of the
Funds, none of the executive officers, directors or shareholders of any of the
Funds, MPI, MSPI, Moraga Partners, Inc., Moraga Gold or Cal-Kan (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 violation with respect to such laws.
(f) The citizenship of each of the executive officers, directors
and shareholders of MPI, MSPI, Moraga Partners, Inc., Moraga Gold and Cal-Kan
are set forth in Schedule A, which is incorporated herein by reference.
Item 3. Source and Amounts of Funds or Other Consideration.
The Interests have been purchased by the Funds for the aggregate
purchase prices set forth below:
Fund Aggregate Purchase Price
AHYII $ 0
Fund VI 3,545
Fund V 6,000
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Specified 95,078
CFS 9,779
Fund 10 128,239
Moraga 178,631
Cal-Kan 5,185
Moraga Gold 652,395
The purchase prices for the Interests purchased by each Fund were
paid for from the net proceeds available for investment to such Fund acquired
through the sale of limited partnership interests of such Fund, and, in the case
of Cal-Kan and Moraga Gold, by capital contributions from its shareholders or
members. Such net proceeds available for investment were obtained for the
express purpose of acquiring and owning Units of various Partnerships, such as
Interests of the Issuer. The Units acquired by each of the Funds and the prices
paid were determined in the sole discretion of the general partners or executive
officers of each of the Funds.
Item 4. Purpose of Transaction.
The Funds have acquired the Interests for investment purposes.
Certain of the Funds intend to purchase up to 4,543 Interests for $320 per
Interest pursuant to the terms of a tender offer of even date herewith. The
Funds are considering other plans which relate to or may result in the
acquisition by one or more of the Funds or their affiliates of additional
securities of the Issuer. Other than the foregoing, the Funds do not have any
present plans or proposals with respect to any actions described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, each of the Funds owns the number of
Interests which represent the percentage of total outstanding Interests
indicated in the following table:
Number of Percentage of
Fund Interests Outstanding Interests
AHYII 257 1.13%
Fund V 10 0.04%
Fund VI 5 0.02%
Specified 316 1.39%
CFS 35 0.15%
Fund 10 407 1.79%
Moraga 575 2.53%
Cal-Kan 17 0.07%
Moraga Gold 2,139 9.41%
The Funds, through their affiliated general partners, may be deemed to
beneficially own an aggregate of 3,761 Interests which represents approximately
16.55% of the total outstanding Interests. All of the percentages set forth in
this Item 5 assume that 22,719 Interests are outstanding as reported in the
Issuer's report on Form 10-K for the year ended December 31, 1995.
(b) Each Fund has the sole power to vote and to dispose of (subject
to applicable restrictions on transferability contained in the Issuer's limited
partnership agreement) the respective number of Interests owned. The general
partner or chief executive officer of each Fund has the authority
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<PAGE>
to manage such Fund's business and assets, which authority includes the
authority to vote and dispose of the Interests held.
(c) As of August 14, 1995, the Funds held an aggregate of 145
Interests, all of which had been purchased from individual holders of Interests
in cash transactions individually negotiated by representatives of each of the
Funds with each holder of Interests. Pursuant to a cash tender offer commencing
as of that date and ending as of September 11, 1995, Fund 10, Moraga, Cal-Kan
and Specified acquired a total of 941 additional Interests at a price equal to
$305 per Interest. Between October 12, 1995, and April 18, 1996 the Funds
purchased an aggregate of an additional 528 Interests. All such Interests were
purchased from individual holders of Interests in cash transactions individually
negotiated by each purchaser with each such holder of Interests. The purchase
prices paid by the Funds for such Interests ranged from $275 per Interest to
$305 per Interest. Between April 18, 1996 and May 18, 1996, Moraga Gold acquired
2,139 Interests at $305 per Interest by the tender offer. Thereafter, certain of
the Funds have purchased a total of 32 additional Interests for $305 per
Interest in individually negotiated transactions.
(d) Not applicable. However, the limited partners of each
partnership Fund have an interest in the profits and losses and thus an indirect
interest in the distributions made with respect to the Interests.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The general and limited partners of each partnership Fund have
entered into a limited partnership agreement providing for, among other things,
the division of profits and losses and management of the businesses and assets
of each respective Fund. Each Fund is also subject to the restrictions on
transferability of the Interests contained in the Issuer's limited partnership
agreement including the restrictions on assignment and transfer of Interests.
Each Fund has substantial assets and investment business unrelated to the
Interests, and no specific contract, arrangement, understanding or relationship
exists among the Funds with respect to the Interests. Although each Fund is
managed by an affiliated general partner or other affiliated persons, no Fund
has any rights or interest with respect to the Interests held by any other Fund.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF THE PURCHASERS
MacKenzie Securities Partners, Inc. is general partner of MacKenzie L.P.,
A California Limited Partnership, which is the general partner of three of the
Funds; MacKenzie Patterson, Inc. is the general partner of three of the Funds,
and Moraga Partners, Inc. is general partner of one of the funds, and William R.
Cousins is general partner of one of the Funds, all as described in Item 2
above. Cal- Kan, Inc. is a corporation which is the seventh Fund. The names of
the directors and executive officers of MacKenzie Securities Partners, Inc.,
MacKenzie Patterson, Inc., Moraga Partners, Inc. and Cal-Kan, Inc. and their
present principal occupations and five year employment histories are set forth
below. Each individual is a citizen of the United States of America.
MacKenzie Securities Partners, Inc.
C.E. Patterson, Berniece Patterson and Victoriaanne Tacheira are the
executive officers of MSPI, and Mr. and Mrs. Patterson are its directors. MSPI
is owned 50% by Mr. Patterson and 50% by Mrs. Patterson.
C.E. Patterson
Mr. Patterson is President and a director of both MacKenzie Patterson, Inc.
("MPI") and MacKenzie Securities Partners, Inc. ("MSPI"). He is the co-founder
and President of Patterson Financial Services, Inc. In 1981, Mr. Patterson
founded PFS with Berniece A. Patterson, as a financial planning firm. Patterson
Real Estate Services, a licensed California Real Estate Broker, was founded in
1982. As President of PFS, Mr. Patterson is responsible for all investment
counseling activities. He supervises the analysis of investment opportunities
for the clients of the firm. He is a trustee of Consolidated Capital Properties
Trust, a liquidating trust formed out of the bankruptcy court proceedings
involving Consolidated Capital Properties. Mr. Patterson, through his
affiliates, manages a number of investment and real estate partnerships.
Berniece A. Patterson
Berniece A. Patterson is an officer and director of both MPI and
MSPI. In 1981, Ms. Patterson and C.E. Patterson established Patterson Financial
Services, Inc. She serves as Chair of the Board and Vice President of PFS. Her
responsibilities with PFS include oversight of Investment Advisory activities,
and the monitoring of past projects underwritten by PFS. Ms. Patterson is also
Chief Executive Officer of an affiliate, Pioneer Health Care Services, Inc., and
is responsible for the day-to-day operations of three nursing homes and over 250
employees.
Victoriaanne Tacheira
Victoriaanne Tacheira is vice president of both MPI, which she
joined in 1988, and MSPI.
MacKenzie Patterson, Inc.
C.E. Patterson, Berniece Patterson and Victoriaanne Tacheira are the
executive officers of MPI and Mr. and Mrs. Patterson are its directors. See the
discussion above under MacKenzie Securities Partners, Inc. for information
regarding Mr. Patterson, Mrs. Patterson and Ms. Tacheira. Mr. and
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Mrs. Patterson are the principal owners of MPI and Ms. Tacheira owns a
minority interest.
Moraga Partners, Inc.
Moraga Partners, Inc. is a California corporation which is the general
partner of Moraga Fund 1, L.P. It is owned by C.E. Patterson and Thomas A.
Frame. Mr. Patterson and Mr. Frame are also each an executive officer and
director of Moraga Partners, Inc. Information regarding Mr. Patterson is set
forth above.
Thomas A. Frame
Thomas A. Frame has been the president of Paradigm Investment
Corporation, a real estate limited partnership secondary market firm, since
1986. In 1973, Mr. Frame was a co-founder of Transcentury Real Estate Masters,
Oakland, California, a residential and commercial real estate brokerage firm. In
1973 he also co-founded, and has since then been a partner in, Transcentury
Property Management Company, which has syndicated privately-placed real estate
limited partnerships owning multi-family residential properties. He is a trustee
of Consolidated Capital Properties Trust, a liquidating trust formed out of the
bankruptcy court proceedings involving Consolidated Capital Properties, Ltd. Mr.
Frame is co-owner and an executive officer and director of Cal-Kan, Inc., and
co-owner and an officer of Moraga Partners, Inc., general partner of Moraga Fund
1, L.P. Mr. Frame, through his affiliates, manages over $6 million dollars in
investor capital and is currently managing a total of 1,150 residential units in
four states.
Cal-Kan, Inc.
Cal-Kan, Inc. is a Kansas corporation. It is owned by C.E. Patterson and
Thomas A. Frame. Mr. Patterson and Mr. Frame are also each an executive officer
and director of Cal-Kan, Inc. Information regarding each of Mr. Patterson and
Mr. Frame is set forth above.
William R. Cousins
William R. Cousins, age 51, has been the sole owner and operator of Cousins
Financial Services since 1981. Mr. Cousins is a licensed securities
representative with Oak Brook Securities and holds insurance licenses in both
Illinois and Florida. Mr. Cousins is also a member of the National Association
of Tax Practitioners. Mr. Cousins graduated from the Moody Bible Institute,
Chicago, Illinois in 1961 and received a Bachelor of Science from Azusa Pacific
College, Azusa, California in 1967.
Moraga Gold, LLC and Steven Gold
The members of Moraga Gold, LLC are Moraga Partners, Inc. and the
David B. Gold Trust. Information concerning Moraga Partners, Inc. is set forth
above. The David B. Gold Trust is a private trust of which Barbara Lurie is the
trustee and Steven Gold is responsible for specific investments. The sole
beneficiary of the trust is a non-profit charitable foundation. The business
address of the trust is One Maritime Plaza, Suite 725, San Francisco, California
94111. Barbara Lurie has been employed for the last five years as a physician by
the University of California, San Francisco and the University of Minnesota.
Steven Gold, a California attorney, has been self-employed during the last five
years analyzing investments for his own account and for that of the trust. In
addition, he has participated in starting a number of business ventures,
including T/O Devices, and import/export company.
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After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
MacKENZIE FUND V, A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie L.P., a California limited
partnership, Its General Partner
By: MacKenzie Securities Partners, Inc.,
a California corporation,
Its General Partner
By: /s/Victorianne Tacheira November 27, 1996
Victoriaanne Tacheira Date
Vice President
MacKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie L.P., a California limited
partnership, Its General Partner
By: MacKenzie Securities Partners, Inc.,
a California corporation,
Its General Partner
By: /s/Victorianne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
MacKENZIE SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie L.P., a California
limited partnership,
Its General Partner
By: MacKenzie Securities Partners, Inc.,
a California corporation,
Its General Partner
By: /s/Victorianne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
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MacKENZIE FUND 10, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
CFS SECONDARY MARKET FUND, L.P.
By: /s/William R. Cousins November 27, 1996
William R. Cousins, Date
Its General Partner
MORAGA FUND 1, L.P.
By: Moraga Partners, Inc.,
Its General Partner
By: /s/Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
CAL-KAN, INC.
By: /s/Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
ACCELERATED HIGH YIELD GROWTH FUND, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
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ACCELERATED HIGH YIELD INCOME FUND I, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
MORAGA GOLD, LLC
By: Moraga Partners, Inc.,
Member
By: /s/Victoriaanne Tacheira November 27, 1996
Victoriaanne Tacheira, Date
Vice President
By: David B. Gold Trust,
Member
By: /s/Steven Gold November 27, 1996
Steven Gold, Adviser to David Date
B. Gold Trust
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