CUSIP No. 801209206 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )
Santa Anita Realty Enterprises, Inc.
(NAME OF ISSUER)
Common Stock ($0.10 par value)
(TITLE OF CLASS OF SECURITIES)
801209206
(CUSIP Number)
Leslie M. Kratter
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-4017
(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this 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 less than five percent of such class.
See Rule 13d-7.)
CUSIP No. 801209206 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
14. TYPE OF REPORTING PERSON HC; CO
CUSIP No. 801209206 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
14. TYPE OF REPORTING PERSON IA, HC (See Item 5)
CUSIP No. 801209206 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
14. TYPE OF REPORTING PERSON IA, HC (See Item 5)
CUSIP No. 801209206 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
618,000 (See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
618,000 (See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,000 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IM ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
14. TYPE OF REPORTING PERSON IA
CUSIP No. 801209206 13D
Item 1. Security and Issuer
This Statement relates to the Shares of Common Stock, par value $0.10 per share
(the "Common Stock ") of Santa Anita Realty Enterprises, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 301 West Huntington Drive, Suite 405, Arcadia, CA 91007.
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc. (FRI)
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose primary business is
providing, through operating subsidiaries, management, administrative, and
distribution services to the open and closed-end investment companies comprising
the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed
accounts and other investment products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
President/Chief Executive Officer/Director/Principal Shareholder, Franklin
Resources, Inc., Parent Company of a number of investment advisers and
administrative companies providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc.,
managed accounts and other investment products.
Director, Franklin Mutual Advisers, Inc., an investment adviser registered with
the U.S. Securities and Exchange Commission (SEC) and investment adviser to the
Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Executive Vice President/Director/Principal Shareholder, Franklin Resources,
Inc., Parent Company of a number of investment advisers and administrative
companies providing investment advice and administrative services to the
Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed
accounts and other investment products.
Director, Franklin Mutual Advisers, Inc., an investment adviser registered with
the U.S. Securities and Exchange Commission (SEC) and investment adviser to the
Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, Inc. (FMAI)
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities and Exchange
Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit A is a United
States citizen and, during the last five years, no person listed in Exhibit A
attached (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been 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.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of approximately $13.4
million (including brokerage commissions). All such funds were provided from
investment capital of FMAI's respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMAI's advisory
clients for the purpose of investment. Neither FMAI nor any executive officer or
director of FMAI, has any present plans or intentions to acquire or dispose of
any securities of the Issuer other than on behalf of FMAI's clients for the
purpose of investment.
FMAI has reviewed the 13D filing of Koll Arcadia Investors, LLC ("KAI") along
with the publicly available information regarding the Colony Investments II, LLC
("Colony") transaction with the Issuer. After reviewing the details of a
recently announced merger involving Bay Meadows Operating Company ("Bay
Meadows") as well as the trading value of Starwood Lodging Trust ("Starwood"),
both of which have paired share structures similar to the Issuer's, FMAI
believes that substantially more value exists in the Issuer than is reflected in
either the Colony or KAI proposals to the Issuer.
It is FMAI's view that the proposed merger between Bay Meadows and Patriot
American Hospitality ("Patriot") represented a premium in excess of $90 million
to the shareholders of Bay Meadows attributable solely to the value of the
paired share structure. The combined Patriot-Bay Meadows entity will realize the
benefits of this structure through the acquisition of substantial
income-generating properties. FMAI also believes that Starwood's trading price
in the public markets ascribes a premium of in excess of $270 million to the
paired share structure relative to Starwood's peers that do not have this
structure.
FMAI estimates that the Colony and KAI offers to the Issuer represent no premium
at all for the paired share structure over the net asset value of the Issuer's
operating assets. Both of these offers are inadequate. There are many entities
which would be logical partners with the Issuer and which would gain substantive
benefits from the paired share structure. These companies would value the Issuer
substantially higher than either of the outstanding offers, and would include
large owners of medical facilities, gaming businesses, hotels or real estate
assets linked with operating companies.
In view of the above, FMAI urges the Board of Trustees of the Issuer to explore
all of its alternatives to ensure that the interests of minority shareholders
remain paramount and that values for such shareholders are maximized.
In the future, FMAI may decide to purchase on behalf of its advisory clients
additional shares of the Common Stock or other securities of the Issuer. In
addition, FMAI may cause its advisory clients to dispose of any or all
securities of the Issuer in any manner permitted by applicable securities laws.
FMAI's advisory clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner consistent with
their equity interests.
Other than as described above, neither FMAI nor any executive officer or
director of FMAI, has any present plans or proposals which relate to or would
result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or corporate
structure;
(vi) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMAI's advisory clients is the owner of 618,000 shares of
the Common Stock representing approximately 5.4% of the outstanding shares of
Common Stock. Since FMAI's advisory contracts with its clients grant to FMAI
sole voting and investment power over the securities owned by its advisory
clients, FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act
(the "1934 Act"), the beneficial owner of the securities covered by this
Statement.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles
B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in
excess of 10% of the outstanding Common Stock of FRI and are the principal
shareholders of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of
securities held by persons and entities advised by FRI or its subsidiaries.
However, no investment advisory personnel of FRI or of any of its subsidiaries
other than FMAI are involved in the investment management decisions of FMAI.
Moreover, FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities covered by this
Statement owned by advisory clients of FRI or any of its subsidiaries.
Furthermore, FRI, FMAI, and the Principal Shareholders (collectively referred to
as the "FRI Entities") are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the 1934 Act and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI or its
subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of the Common Stock
within the past sixty days.
(d) No person other than respective advisory clients of FMAI have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
No persons named in Item 2 herein, nor to the best of such person's knowledge,
no person named in Exhibit A hereto, has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
Exhibit C Joint Filing Agreement
Signatures
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.
December 5, 1996
Date
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& General Counsel
Name/Title
- -----------
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary
Name/Title
- ----------
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
- ----------
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
CUSIP No. 801209206 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D or 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\CHARLES B. JOHNSON
Signature
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D or 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer director or shareholder of Franklin
Resources, Inc. and granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\RUPERT H. JOHNSON, JR.
Signature
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
- ----------------------------------
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Executive Vice President/Secretary/Director - FRI
FRI
Kenneth V. Dominguez
Senior Vice President - FRI
FRI
Martin L. Flanagan
Senior Vice President/Treasurer/Chief Financial Officer - FRI
Director - FMAI
FRI
Loretta Fry
Vice President - FRI
FRI
Deborah R. Gatzek
Senior Vice President/General Counsel - FRI
Assistant Secretary - FMAI
FRI
Judson R. Grosvenor
Director - FRI
Hotel-Motel developer, builder, operator, and restaurateur 14 Sawgrass Ct., Las
Vegas, NV 89113
F. Warren Hellman
Director - FRI
Partner in investment management firm Hellman & Friedman, 1 Maritime Plaza, 12th
Floor, San Francisco, CA 94111
Donna S. Ikeda
Vice President - FRI
FRI
Charles B. Johnson
President/Chief Executive Officer/Director/Principal Shareholder - FRI
FRI
Charles E. Johnson
Senior Vice President/Director - FRI
President of Templeton Worldwide, Inc.,
Investment Management, Director - FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste 2100
Ft. Lauderdale, FL 33394
Gregory E. Johnson
Vice President - FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Share-Holder - FRI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Leslie M. Kratter
Vice President/Assistant Secretary - FRI
Secretary - FMAI
FRI
William J. Lippman
Senior Vice President - FRI
Franklin Advisers, Inc., One Parker Plaza, 16th Fl., Ft. Lee, NJ 07024
Peter Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
Jeffrey A. Altman
Vice President - FMAI
FMAI
Edward J. Bradley
Treasurer - FMAI
FMAI
Elizabeth N. Cohernour
Vice President/Assistant Secretary - FMAI
FMAI
Robert L. Friedman
Vice President - FMAI
FMAI
Raymond Garea
Vice President - FMAI
FMAI
Peter Langerman
Vice President/Director - FMAI
FMAI
Michael F. Price
Chief Executive Officer/Director/President FMAI
FMAI
Lawrence N. Sondike
Vice President - FMAI
FMAI
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Investment manager and administrator to Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and other investment products
FMAI Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Investment adviser to Mutual Series Fund Inc. and other managed accounts
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
12/03/96 buy 8,700 $26.2500
12/02/96 buy 6,200 $26.2500
11/29/96 buy 9,200 $26.1617
11/27/96 buy 29,200 $26.3091
11/26/96 buy 30,000 $25.4833
11/08/96 buy 127,500 $25.2806
11/08/96 buy 4,800 $25.0000
11/07/96 buy 200 $24.0000
11/07/96 buy 40,800 $24.7567
11/06/96 buy 95,000 $24.0592
10/22/96 sell 23,000 $20.0000
10/22/96 sell 1,900 $20.0000
10/21/96 sell 50,000 $20.0000
10/18/96 sell 10,000 $20.0000
10/18/96 sell 147,000 $20.0021
10/17/96 sell 10,000 $20.0000
10/16/96 sell 49,800 $20.0753
10/11/96 buy 100,000 $20.2168
10/10/96 buy 107,000 $20.2418
09/17/96 buy 5,300 $17.3679
09/16/96 buy 5,000 $17.2500
09/10/96 buy 10,000 $17.0000
09/09/96 buy 10,000 $17.0000
09/09/96 buy 800 $16.7500
09/05/96 buy 9,400 $17.0000
09/04/96 buy 14,700 $17.0000
09/04/96 buy 8,000 $16.9922
09/03/96 buy 56,000 $17.2299
08/30/96 buy 48,000 $17.7500
08/30/96 buy 36,700 $17.7500
08/30/96 buy 12,500 $17.7500
08/29/96 buy 2,000 $17.1875
08/29/96 buy 48,000 $17.2500
08/28/96 buy 26,900 $16.6547
08/28/96 buy 10,000 $16.2500
08/28/96 buy 25,000 $17.3750
08/27/96 buy 9,000 $16.0875
08/27/96 buy 2,700 $16.0000
08/27/96 buy 11,300 $16.1106
Exhibit C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with each other of the
attached statement on Schedule 13D and to all amendments to such statement and
that such statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on December 5, 1996.
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& General Counsel
Name/Title
- -----------
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary
Name/Title
- ----------
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
- ----------
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
