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SCHEDULE 13E-3/A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3
(section 240.13e-3) thereunder)
NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP
-------------------------------------------------
(Name of the Issuer)
CORN ENERGY, INC.
-----------------
(Name of the Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTERESTS
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(Title of Class of Securities)
NONE
-------------------------------------------
(CUSIP Number of Class of Securities)
James C. Kennedy, One East Fourth Street, Cincinnati, Ohio 45202
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(513) 579-2538
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
$9,034,800 $1,807
- --------------------------------------------------------------------------------
[x] Check box if any part of the fees is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the Date of its filing.
Amount previously paid: $1,807
Form or Registration No.: Schedule 14A
Filing Party: New Energy Corporation of Indiana
Date Filed: July 22, 1997
- --------
*$9,034,800 is the total consideration to be received by the Issuer
under the proposed transaction.
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PRELIMINARY STATEMENT
The Rule 13e-3 transaction (the "Transaction") with respect to which
this Rule 13e-3 Transaction Statement is filed involves a transaction subject
to Regulation 14A. The information contained in the Proxy Statement (the "Proxy
Statement") filed by New Energy Corporation of Indiana (the "Corporation"), the
sole general partner of New Energy Company of Indiana Limited Partnership (the
"Company"), with the Securities and Exchange Commission on July 22, 1997, as
amended September 19, 1997 and October 8, 1997 pursuant to Regulation 14A is
hereby incorporated by reference into this Rule 13e-3 Transaction Statement and
is attached hereto as Exhibit 1. A Cross-Reference Sheet showing the location
of information in the Proxy Statement required to be included in response to
items of this Rule 13e-3 Transaction Statement is attached hereto as Exhibit 5.
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of securities subject to the Transaction is
New Energy Company of Indiana Limited Partnership, 3201 West Calvert Street,
South Bend, Indiana 46613 (Telephone (219) 233-3116).
The sole general partner of the Company is the Corporation. The
Corporation was incorporated under the laws of the State of Indiana in December,
1979. The Corporation has no subsidiaries and conducts no business other than
serving as the general partner of the Company and managing the Company's
affairs.
(b) The exact title of the securities subject to the Transaction is
"Units of Limited Partnership Interests," hereinafter referred to as Limited
Partner Units. As of June 30, 1997, there were 6399 Limited Partner Units issued
and outstanding held by 3275 holders of record excluding the Special Limited
Partnership interest.
(c) The Limited Partner Units are not traded on any exchange and there
is no established trading market for the Limited Partner Units.
(d) No cash distributions have been paid to holders of the Limited
Partner Units during the past two years. Restrictive covenants in the Company's
loan agreements prohibit the payment of cash distributions. Information
regarding the restrictions on the Company's use of cash and distributions is
incorporated by reference to "INFORMATION CONCERNING THE COMPANY-
Capitalization," pages 33-35, of the Proxy Statement.
(e) Not applicable.
(f) The Corporation purchased for $250 each two Limited Partner Units
on January 27, 1995, from Limited Partners that desired to abandon their
Limited Partner Units. To the Purchaser's and Mr. Lindner's knowledge, other
than the aforementioned transactions, neither the Company, the Purchaser, Mr.
Lindner nor their affiliates has purchased Limited Partner Units since the
commencement of the Company's second full fiscal year preceding the date of
this Rule 13e-3 Transaction Statement. The Corporation has become owner of
approximately 62 Limited Partner Units by transfer of the Limited Partner Units
from Limited Partners seeking to abandon their interests in the Company.
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Other information required by this item is incorporated herein by reference to
"OTHER TRANSACTIONS," pages 28-29, of the Proxy Statement.
Neither Corn Energy, Carl H. Lindner nor any affiliate of them has had
any transactions in Limited Partner Units since January 1, 1995.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Corn Energy, Inc., an Indiana corporation, may be deemed to be an
affiliate of the Issuer. Corn Energy's address is One East Fourth Street,
Cincinnati, Ohio 45202. Corn Energy was incorporated to acquire the assets of
the Issuer and has no other business.
Corn Energy's sole director is Rodger M. Miller and its executive
officers are Rodger M. Miller, President and Treasurer, and James C. Kennedy,
Secretary.
Corn Energy common stock is the only voting security it has
outstanding. It is owned by Carl H. Lindner (51%) and American Annuity Group,
Inc. (49%). American Annuity Group is an 81%-owned subsidiary of American
Financial Group, Inc. ("AFG").
Mr. Lindner, family members and trusts for their benefit beneficially
own approximately 45% of AFG's outstanding common stock. Mr. Lindner is the
Chairman of the Board and Chief Executive Officer of AFG and may be deemed to be
the beneficial owner of the equity securities held by AFG and its subsidiaries.
AFG beneficially owns approximately 43% of the common stock of Chiquita Brands
International, Inc., of which Mr. Lindner is also Chairman of the Board and
Chief Executive Officer. Chiquita beneficially owns approximately 28% of the
common stock of the general partner of the issuer and representatives of
Chiquita comprise a majority of the directors of such general partner. Mr.
Lindner shares with Chiquita voting and investment power with respect to the
shares of the Corporation owned by Chiquita and is the controlling person of
Chiquita. Mr. Lindner does not beneficially own any shares of the Corporation
other than through Chiquita.
(b) The business address of each of Messrs. Lindner, Miller and Kennedy
is One East Fourth Street, Cincinnati, Ohio 45202.
(c) and (d) Mr. Lindner - Chairman of the Board and Chief Executive
Officer of AFG and its predecessor companies, American Financial Corporation and
American Premier Underwriters, Inc. for more than five years.
Mr. Miller - Executive Vice President of American Money Management
Corporation, a wholly-owned subsidiary of AFG for more than five years.
Mr. Kennedy - Deputy General Counsel and Secretary of AFG and American
Financial Corporation for more than five years.
None of Messrs. Lindner, Miller or Kennedy has been convicted in a
criminal proceeding (other than traffic violations and similar misdemeanors) nor
has any of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in a
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judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws. Each is a U.S. citizen.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) None.
(a)(2) The information required to be disclosed under this item
respecting the Corporation is hereby incorporated by reference to "SPECIAL
FACTORS - Background of the Transaction," "MANAGEMENT OF COMPANY AND
CORPORATION," "STOCK OWNERSHIP OF THE CORPORATION-Executive Compensation," and
"OTHER TRANSACTIONS," pages 6-10, 22-23, 23-24, and 28-29, respectively, of the
Proxy Statement.
(b) The information required to be disclosed under this item respecting
the Corporation is hereby incorporated by reference to "SPECIAL
FACTORS-Background of the Transaction," "MANAGEMENT OF COMPANY AND CORPORATION,"
"STOCK OWNERSHIP OF THE CORPORATION - Executive Compensation," "OTHER
TRANSACTIONS," and "THE AGREEMENT - THE TRANSACTION ASSURANCE AGREEMENT" pages
6-10, 22-23, 23-24, and 28-29, respectively, of the Proxy Statement.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(b) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION - Plan of
Liquidation" and "TAX CONSEQUENCES", pages 27-28 and 30-32, respectively, of the
Proxy Statement.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(b) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(c) Not applicable.
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(d) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(e) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(f) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
(g) The information required to be disclosed under this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION," pages 25-28,
of the Proxy Statement.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information required to be disclosed in this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION" and
"INFORMATION CONCERNING THE PURCHASER", pages 25-28 and 33, respectively, of
the Proxy Statement.
(b) The Company will pay all costs associated with the Rule 13e-3
Transaction except that the Corporation will pay for the Duff & Phelps LLC
fairness opinion. Further information required to be disclosed by this item is
hereby incorporated by reference to "OPINION OF DUFF & PHELPS LLC," pages 12-14,
of the Proxy Statement. The following is an itemized statement of expenses
incurred or estimated to be incurred in connection with the Rule 13e-3
Transaction:
Type Amount
---- ------
Filing Fees $ 1,807
Legal Fees 200,000
Accounting Fees 50,000
Solicitation and Ballot Tally Expenses 15,000
Printing Costs 25,000
Partner Meeting Expenses 5,000
(c) Not applicable.
(d) Not applicable.
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information required to be disclosed in this item is hereby
incorporated by reference to "SPECIAL FACTORS - Reasons for the Transaction,"
pages 10-12, of the Proxy Statement.
(b) The information required to be disclosed in this item is hereby
incorporated by reference to "SPECIAL FACTORS - Reasons for the Transaction" and
"Background of the Transaction" and "SPECIAL FACTORS - Fairness of the
Transaction," pages 10-12 and 6-10, respectively, of the Proxy Statement.
(c) The information required to be disclosed in this item is hereby
incorporated by reference to "SPECIAL FACTORS - Reasons for the Transaction" and
"Background of the Transaction," pages 10-12 and 6-10, respectively, of the
Proxy Statement.
(d) The information required to be disclosed in this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTIONS" " SPECIAL
FACTORS-Benefits and Detriments to the Company, Affiliates and Limited Partners
" and "TAX CONSEQUENCES," pages 25-28, 13 and 30-32, respectively, of the
Proxy Statement.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information required to be disclosed in this item is hereby
incorporated by reference from "SPECIAL FACTORS - Fairness of the Transaction,"
pages 13-14 of the Proxy Statement.
(b) The information required to be disclosed in this item is hereby
incorporated by reference from "OPINION OF DUFF & PHELPS LLC" and "SPECIAL
FACTORS - Background of the Transaction," pages 14-20 and 6-10, respectively,
of the Proxy Statement.
(c) The information required to be disclosed in this item is hereby
incorporated by reference to "GENERAL - Voting; Vote Required," page 2
of the Proxy Statement.
(d) The information required to be disclosed in this item is hereby
incorporated by reference from "SPECIAL FACTORS - Fairness of the Transaction,"
pages 13-14 of the Proxy Statement.
(e) The Company does not have directors. Each of the Corporation's
directors has voted for the Rule 13e-3 Transaction.
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(f) The information required to be disclosed in this item is hereby
incorporated by reference from "SPECIAL FACTORS - Background of the
Transaction," pages 6-10, of the Proxy Statement.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information required to be disclosed by this item is hereby
incorporated by reference to "SPECIAL FACTORS - Background of the Transaction"
and "OPINION OF DUFF & PHELPS LLC," pages 6-10 and 14-20, respectively, of the
Proxy Statement.
(b) The information required to be disclosed by this item is hereby
incorporated by reference to "SPECIAL FACTORS - Background of the Transaction"
and "OPINION OF DUFF & PHELPS LLC," pages 6-10 and 14-20, respectively, of the
Proxy Statement.
(c) A copy of the Duff & Phelps LLC opinion shall be made available for
inspection and copying at the principal executive offices of the Company during
its regular business hours by any interested equity security holder of the
Company or his or her representative who has been so designated in writing. See
"INCORPORATION BY REFERENCE," page 45, of the Proxy Statement.
ITEM 10. INTEREST IN SECURITIES OF ISSUER.
(a) Certain of information required to be disclosed in this item is
hereby incorporated by reference to "LIMITED PARTNER UNIT OWNERSHIP," page 24,
of the Proxy Statement. To the Purchaser's and Mr. Lindner's knowledge, no
Limited Partner Units are owned by any pension, profit sharing or similar plan
of the Company, Purchaser, Mr. Lindner or their affiliates, executive officers,
directors and their associates, or any subsidiary thereof.
(b) To the Purchaser's and Mr. Lindner's knowledge, no transactions
respecting the Limited Partner Units have occurred within the past sixty days
by any individuals or entities named in response to paragraph (a) of this
response.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER's
SECURITIES.
The information required to be disclosed in this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION, ""OTHER
TRANSACTIONS" and "MANAGEMENT OF COMPANY AND CORPORATION," pages 25-28, 28-29
and 22-23, respectively, of the Proxy Statement.
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) Except as set forth below, the Transaction does not require the
sale or tender of Limited Partner Units of the Company. As part of the
Transaction however, the Corporation will contribute its Limited Partner Units
to the Company, after which they will be canceled. Pursuant to the Company's
Amended and Restated Limited Partnership Agreement, the Corporation will not
vote its Limited Partner Units. The holders of the Company's other securities
will not vote as part of the Corporation's solicitation of Limited Partner
approval for the Transaction, but such holders have or will consent to the
Transaction. Other information required by this item respecting holders of other
Company securities is hereby incorporated by reference to "THE AGREEMENT AND THE
TRANSACTION," pages 27-28, of the Proxy Statement.
(b) Each director of the Corporation has voted in support of the
Transaction. To the knowledge of the Corporation, other than the aforementioned
votes and consents, no recommendation in support of or opposition to the
Transaction has been or will be made by any such persons.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Under the Indiana Revised Uniform Limited Partnership Act no
appraisal or dissenters' rights are provided to Limited Partners. No such
appraisal or dissenters' rights are provided by the Amended and Restated
Limited Partnership Agreement of the Company and none are being accorded
voluntarily by the Purchaser or Mr. Lindner in connection with the
Transaction. See also "GENERAL - Appraisal Rights," page 3 of the Proxy
Statement, incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) (1) The information required to be disclosed in this item is hereby
incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 as amended September 18, 1997, attached hereto as
Exhibit 2.
(2) The information required to be disclosed in this item is hereby
incorporated by reference to the Company's Quarterly Report on Form 10-Q, for
the quarter ended March 31, 1997 as amended September 18, 1997, attached hereto
as Exhibit 3.
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(3) The Company's ratio of earnings to fixed charges for the two
most recent fiscal years and the three months ended March 31, 1997, are
incorporated by reference to "INFORMATION ABOUT THE COMPANY - Financial
Information" on pages 35-36 of the Proxy Statement.
(4) The information required to be disclosed in this item is hereby
incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 as amended September 18, 1997, attached hereto as
Exhibit 2, and the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 as amended September 18, 1997, attached hereto as Exhibit
3.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information required to be disclosed in this item is hereby
incorporated by reference to "THE AGREEMENT AND THE TRANSACTION" and "GENERAL
- -Introduction," pages 25-28 and 1, respectively, of the Proxy Statement. In
addition, the Purchaser of the Company's assets has contractually agreed to
hire and retain all the Company's employees.
(b) Proxies may be solicited by directors, officers or employees of the
Corporation and employees of the Company without additional compensation in
connection with the Transaction. No other individuals or entities will be
retained for the purpose of making solicitation or recommendation in connection
with the Transaction.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
ITEM 17. INDEX TO EXHIBITS
Exhibit 1: Preliminary Proxy Statement, dated July 22, 1997
as amended September 19, 1997, and October 8, 1997
with all exhibits thereto including, without
limitation, the Duff & Phelps LLC Fairness Opinion;
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the Agreement and Plan of Complete Liquidation and
Dissolution and related Transfer Agreement, filed on
July 22, 1997 as amended September 19, 1997 and
October 8, 1997 and incorporated herein by reference.
Exhibit 2: New Energy Company of Indiana Limited Partnership,
Form 10-K for the fiscal year ended December 31, 1996
filed on March 27, 1997 as amended September 18, 1997
and incorporated herein by reference.
Exhibit 3: New Energy Company of Indiana Limited Partnership
Form 10-Q for the quarter ending March 31, 1997,
filed on May 15, 1997 as amended September 18, 1997
and incorporated herein by reference.
Exhibit 4: Form of Oral Solicitation to be used by employees of
the Corporation and the Company.
Exhibit 5: Cross-Reference Sheet
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SIGNATURE
After due 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.
October 8, 1997
-------------------------------------
(Date)
Corn Energy, Inc.
By: /s/ Rodger M. Miller
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(Signature)
Rodger M. Miller
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President
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(Name and Title)
Carl H. Lindner
By: /s/ Carl H. Lindner
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(Signature)
Carl H. Lindner
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EXHIBIT 4
NEW ENERGY CORPORATION OF INDIANA
3201 WEST CALVERT STREET
SOUTH BEND, INDIANA 46613
Dear Limited Partner:
You are cordially invited to attend a Special Meeting of Limited Partners
(the "Special Meeting") of New Energy Company of Indiana Limited Partnership, an
Indiana limited partnership (the "Company"), to be held on [month] [day] 1997,
at [time] [a./p.] m. local time, at , Indiana 46613.
At this meeting, you will be asked to consider and vote upon the question
of the approval of the sale of all the assets and business of the Company
pursuant to an Asset Purchase Agreement (the "Agreement") dated as of July 1,
1997, by and between the Company and Corn Energy, Inc. (the "Purchaser") and the
subsequent liquidation of the Company in accordance with the Amended and
Restated Limited Partnership Agreement of the Company and an Agreement and Plan
of Complete Liquidation dated July 1, 1997, between the Company and New Energy
Corporation of Indiana, an Indiana corporation (the "Corporation"), the
Company's sole general partner. The sale of the business and assets and the
subsequent liquidation of the Company, and the other transactions contemplated
by the Agreement, are hereinafter referred to as the "Transaction."
The Notice of the Special Meeting, the Corporation's proxy statement (the
"Proxy Statement") and form of Proxy accompany this letter. The matters listed
in the Notice of the Special Meeting are described in detail in the Proxy
Statement. All statements made herein are qualified in their entirety by
reference to the Proxy Statement, and you should review the Proxy Statement
carefully before executing your Proxy.
THE DIRECTORS OF THE CORPORATION, THE SOLE GENERAL PARTNER OF THE COMPANY,
HAVE FULLY REVIEWED AND CONSIDERED THE TERMS AND CONDITIONS OF THE TRANSACTION
AND HAVE DETERMINED THAT THE TRANSACTION, TAKEN AS A WHOLE, IS FAIR TO, AND IN
THE BEST INTERESTS OF, THE LIMITED PARTNERS.
As more fully described in the Proxy Statement, the Board of Directors of
the Corporation has concluded that it is in the best interest of the Limited
Partners that the business of the Company be sold at this time. The Company is
highly leveraged, and due to its capital structure it does not have the
flexibility needed to raise additional capital. The Company is in need of
additional capital to assure its supply of corn, to meet environmental
requirements and to meet other emergencies that it may face in the future. There
is no assurance that the Company will be able to repay or refinance its existing
indebtedness as it comes due. In the event of an uncured default by the Company
under its senior indebtedness, it is possible that the existing equity interests
of the Limited Partners would be extinguished. The continued availability of the
ethanol tax subsidies on which the Company relies heavily is not assured. There
is no market for the Limited Partner Units, and the Limited Partners no longer
enjoy the tax benefits previously available through the partnership structure.
Finally, the business of the Company is subject to various other uncertainties.
As a result of these and other factors, Limited Partners cannot expect any
distributions with respect to their Limited Partner Units for the foreseeable
future unless the business is sold.
Based upon the opinion of Duff & Phelps LLC, the Corporation's Board of
Directors believes that the terms of the Transaction are fair to the Limited
Partners from a financial point of view.
The Transaction will not be consummated unless the Transaction is approved
by the vote of Limited Partners entitled to vote, who own more than fifty
percent (50%) of the distributive share of profits and losses of the Limited
Partnership owned by all Limited Partners other than the Special Limited
Partner, Corporation, Corporation Affiliates and Corporation Assigns (each as
defined in the Proxy Statement).
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THE VOTE OF EACH LIMITED PARTNER IS IMPORTANT. MAILING YOUR PROXY WILL NOT
PREVENT YOU FROM VOTING IN PERSON AT THE MEETING, IF YOU WISH TO DO SO. PLEASE
SIGN, DATE AND PROMPTLY MAIL YOUR PROXY. YOUR COOPERATION WILL BE GREATLY
APPRECIATED. IF YOU HAVE QUESTIONS REGARDING THE FOREGOING, PLEASE FEEL FREE TO
CONTACT MICHELE VERHOEVEN AT 3201 WEST CALVERT STREET, P.O. BOX 2289, SOUTH
BEND, INDIANA 46680-2289 OR BY TELEPHONE AT 1(800) 526-8947 OR (219) 233-3116.
Sincerely,
NEW ENERGY CORPORATION OF INDIANA,
General Partner
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Exhibit 5 to Corn Energy 13E-3 Statement
PAGE CROSS REFERENCE SHEET
13E-3 STATEMENT PROXY STATEMENT
- --------------- ---------------
Item 1, page 2
a) none
b) none
c) none
d) 33-35
e) none
f) 28-29
Item 2, page 3
a) none
b) none
c) none
Item 3, page 4
a) 1) none
a) 2) 6-10, 22-23, and 28-29
b) 6-10, 22-23, and 28-29
Item 4, page 4
a) 25-28
b) 25-28 and 30-32
Item 5, page 4
a) 25-28
b) 25-28
c) none
d), page 5 25-28
e) 25-28
f) 25-28
g) 25-28
<PAGE> 2
Page 2
------
PAGE CROSS REFERENCE SHEET (Cont.)
13E-3 STATEMENT PROXY STATEMENT
- --------------- ---------------
Item 6, page 5
a) 25-28 and 33
b) 14-20
c) none
d) none
Item 7, page 6
a) 10-12
b) 6-12
c) 6-12
d) 13, 25-32
Item 8, page 6
a) 13-14
b) 6-10, 14-20
c) 2
d) 13-14
e) none
f), page 7 6-10
Item 9, page 7
a) 6-10 and 14-20
b) 6-10 and 14-20
c) 45
Item 10, page 7
a) 24
b) none
<PAGE> 3
Page 3
------
PAGE CROSS REFERENCE SHEET (cont.)
13E-3 STATEMENT PROXY STATEMENT
- --------------- ---------------
Item 11, page 7 22-23, 25-29
Item 12, page 8
a) 27-28
b) none
Item 13, page 8
a) 3
b) none
c) none
Item 14, page 8
a) 1 none
a) 2 none
a) 3, page 9 none
a) 4 35-36
b) none
Item 15, page 9
a) 1 and 25-28
b) none
Item 16, page 9 none
Item 17, pages 9-10 none
