<PAGE> 1
SCHEDULE 13E-3/A-3
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
(SEC.240.13e-3) THEREUNDER)
NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP
(NAME OF THE ISSUER)
NEW ENERGY CORPORATION OF INDIANA
AND
NEW ENERGY COMPANY OF
INDIANA LIMITED PARTNERSHIP
(NAME OF THE PERSONS FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL W. HILE, ESQ., SUITE 1800, ONE INDIANA SQUARE, INDIANAPOLIS, INDIANA
46240
(317) 634-9777
(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
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$9,034,800 $1,807
</TABLE>
[X] Check box if any part of the fees is offset as provided by Rule 0-11(a)(20)
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, October 8, 1997 and October 23, 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).
Information regarding the organizational structure of the Company is hereby
incorporated by reference to "INFORMATION CONCERNING THE COMPANY," pages 33 to
45 of the Proxy Statement.
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 Corporation's and the Company's knowledge, other than the
aforementioned transactions, neither the Company, the Corporation 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. Other information
required by this item is incorporated herein by reference to "OTHER
TRANSACTIONS," pages 28-29, of the Proxy Statement.
ITEM 2. IDENTITY AND BACKGROUND.
The Corporation, the Company's sole general partner, and the Company are
the persons filing this Rule 13e-3 Transaction Statement. The Corporation, an
Indiana corporation, and the Company, an Indiana limited partnership, have their
executive offices located at 3201 West Calvert Street, South Bend, Indiana
46613. None of the Corporation's executive officers and directors has been
convicted in a criminal proceeding (except perhaps traffic violations and
similar misdemeanors) nor have any of them been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction that resulted in a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws. Each of the
Corporation's executive officers and directors is a citizen of the United
States. Other information required by this item for the Corporation and each
executive officer and director of the Corporation is hereby
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incorporated by reference to "MANAGEMENT OF COMPANY AND CORPORATION," pages
22-23, of the Proxy Statement.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information required to be disclosed under this item respecting
the Corporation and the Company is hereby incorporated by reference to "STOCK
OWNERSHIP OF THE CORPORATION -- Executive Compensation," "SPECIAL
FACTORS -- Background of the Transaction," and "OTHER TRANSACTIONS," pages
23-24, 6-10, and 28-29, respectively, of the Proxy Statement.
(a)(2) The information required to be disclosed under this item respecting
the Corporation and the Company 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 and the Company 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.
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.
(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.
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(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 14-20,
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:
<TABLE>
<CAPTION>
TYPE AMOUNT
------------------------------------------------------------------ --------
<S> <C>
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
</TABLE>
(c) Not applicable.
(d) Not applicable.
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," 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 TRANSACTION," "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,"
page 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.
(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.
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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 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 Corporation's and the Company's knowledge, no Limited
Partner Units are owned by any pension, profit sharing or similar plan of the
Company or its affiliates, executive officers, directors and their associates,
or any subsidiary thereof.
(b) To the Corporation's and the Company'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.
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
Corporation or the Company in connection with the Transaction. See also "GENERAL
- -- Appraisal Rights," page 3 of the Proxy Statement, incorporated herein by
reference.
(b) Not applicable.
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(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 June 30, 1997 as amended September 18, 1997, attached hereto
as Exhibit 3.
(3) The Company's ratio of earnings to fixed charges for the two most
recent fiscal years and the six months ended June 30, 1997, are incorporated by
reference to "INFORMATION ABOUT THE COMPANY -- Financial Information", 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
June 30, 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
<TABLE>
<C> <S>
Exhibit 1: Preliminary Proxy Statement, dated July 22, 1997, with all exhibits thereto
including, without limitation, the Duff & Phelps LLC Fairness Opinion; the
Agreement and Plan of Complete Liquidation and Dissolution and related Transfer
Agreement, filed on July 22, 1997 as amended September 19, 1997, October 8, 1997
and October 23, 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 ended
June 30, 1997, filed on August 14, 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
</TABLE>
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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 23, 1997
--------------------------------------
(Date)
New Energy Corporation of Indiana
/s/
--------------------------------------
(Signature)
Larry W. Singleton
--------------------------------------
President
--------------------------------------
(Name and Title)
New Energy Company of Indiana
Limited Partnership, through
its sole general Partner,
New Energy Corporation of Indiana
/s/
--------------------------------------
(Signature)
Larry W. Singleton
--------------------------------------
President
--------------------------------------
(Name and Title)
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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 December 16, 1997, at
11:00 am. local time, at Century Center--Recital Hall, 120 South Saint Joseph
Street, South Bend, Indiana 46601.
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 COMPANY 13E-3 STATEMENT
CROSS REFERENCE SHEET
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<CAPTION>
13E-3 STATEMENT PROXY STATEMENT
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<S> <C>
Item 1, Page 2
a) 33-45
b) None
c) None
d) 33-35
e) None
f) 28-29
Item 2, Page 2 22-23
Item 3, Page 3
a) 1) 6-10, 23-24 and 28-29
a) 2) 6-10, 22-23, 23-24 and 28-29
b) 6-10, 22-23, 23-24 and 28-29
Item 4, Page 3
a) 25-28
b) 25-28 and 30-32
Item 5, Page 3
a) 25-28
b) 25-28
c) None
d) 25-28
e) 25-28
f) 25-28
g) 25-28
Item 6, Page 3
a) 25-28 and 33
b) Page 4 14-20
c) None
d) None
Item 7, Page 4
a) 10-12
b) 6-12
c) 6-12
d) 13 and 25-32
Item 8, Page 4
a) 13-14
b) 6-10 and 14-20
c) 2
d) 13-14
e) None
f) 6-10
Item 9, Page 5
a) 6-10 and 14-20
b) 6-10 and 14-20
c) 45
</TABLE>
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CROSS REFERENCE SHEET -- (CONTINUED)
<TABLE>
<CAPTION>
13E-3 STATEMENT PROXY STATEMENT
- ------------------------------ -----------------------------
<S> <C>
Item 10, Page 5
a) 24
b) None
Item 11, Page 5 22-23, 25-29
Item 12, Page 5
a) 27-28
b) None
Item 13, Page 5
a) 3
b) None
c) None
Item 14, Page 6
a) 1) None
a) 2) None
a) 3) None
a) 4) 35-36
b) None
Item 15, Page 6
a) 1 and 25-28
b) None
Item 16, Page 6 None
Item 17, Page 6 None
</TABLE>
