CUSIP 783880107 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )
SC Bancorp
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
783880107
(CUSIP Number)
Leslie M. Kratter
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 18, 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 [ ].
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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
401,700
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
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
401,700
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 (See Item 5)
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
401,700
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 (See Item 5)
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
401,700 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
401,700 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,700
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
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Common Fund
23-7037968
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.2%
14. TYPE OF REPORTING PERSON EP
Item 1. Security and Issuer
This Statement relates to the Shares of Common Stock, no par value
(the "Common Stock ") of SC Bancorp, a California corporation (the
"Issuer"). The Issuer's principal executive offices are located at
3800 E. La Palma Avenue, Anaheim, CA 92807-1798.
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,
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, 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) Name:
The Common Fund
(b) State of Organization:
New York
(c) Principal Business:
Investment management for educational institutions
Address of Principal Business/Principal Office:
450 Post Road East
Westport, CT 06881-0909
(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 $1.9 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 publicly available information regarding the
Issuer, including 13D filings of, among others, Basswood Partners,
L.P., ("Basswood"), the largest shareholder of the Issuer, and what
appears to be the Issuer's response to the Basswood 13D as reported
in the media. Based upon this information, it appears to FMAI that
Basswood is essentially calling for the sale of the Issuer, while
the Issuer's management is proposing an acquisition strategy to
increase significantly the size of the Issuer.
FMAI strongly disagrees with the approach advocated by the Issuer.
Over the past six months, community banks in Southern California
have been consolidating at an accelerating rate. A huge jump in the
prices paid for these banks has accompanied this increased merger
activity. Recently, acquirers have paid prices that FMAI believes
are too high in that they significantly overvalue the "franchises"
being purchased. These deals are being "justified" by the use of
common stock trading at unrealistically high values as the
acquisition currency. In addition, many of the acquirers in these
recent deals are managed by people with a track record of superior
financial performance and successful integration of previous
acquisitions.
The Issuer possesses neither of these characteristics. Its Common
Stock has traded at a significant discount to other financial
institutions until the recent rumors concerning the Issuer itself
being a possible takeover candidate and the subsequent 13D filing
by Basswood. As for the track record of the Issuer's management,
the Issuer's mediocre financial performance speaks for itself. FMAI
would be unwilling to rely on the Issuer's present management as
the driver of an acquisition strategy, even at prices at levels
less than the ones prevailing currently. Consequently, FMAI concurs
with the conclusion
reached by Basswood that the Issuer should be sold. FMAI has
communicated its position to the Issuer's management and board of
directors.
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
401,700 shares of the Common Stock representing approximately 5.4%
of the outstanding shares of Common Stock. One of FMAI's clients,
The Common Fund, is the owner of 385,700 shares (or approximately
5.2%) of the 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, including The Common
Fund, 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 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.
The Common Fund is of the view that it is not a member of a "group"
for purposes of Section 13(d) under the 1934 Act with any of the
other filing persons. The Common Fund also has no position with
respect to the voting or disposition of the securities covered by
this Statement.
(c) There have been no 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 Joint Filing Agreement
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 24, 1996
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Resources, Inc.
Senior Vice President
& General Counsel
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
Assistant Secretary
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
as agent for The Common Fund
Assistant Secretary
S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK
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.
S\DEBORAH R. GATZEK
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 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
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.
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
Director - FMAI
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
Director - FMAI
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
Gordon Jones
Vice President - FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder - FRI
Director - FMAI
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
Kenneth A. Lewis
Vice President - FRI
FRI
William J. Lippman
Senior Vice President - FRI
Franklin Advisory Services, 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
Senior Vice President - FMAI
FMAI
James Baio
Treasurer - FMAI
FMAI
Elizabeth N. Cohernour
Vice President/General Counsel/Assistant Secretary - FMAI
FMAI
Robert L. Friedman
Senior Vice President - FMAI
FMAI
Raymond Garea
Senior Vice President - FMAI
FMAI
Peter Langerman
Senior Vice President/Director - FMAI
FMAI
Eric LeGoff
Vice President - FMAI
FMAI
Michael F. Price
Chief Executive Officer/ President/Director - FMAI
FMAI
Lawrence N. Sondike
Senior Vice President - FMAI
FMAI
Paul J. Aslanian
Trustee - CF
Treasurer, Macalester College
1600 Grand Avenue, St. Paul, MN 55105
CF
Robert L. Bovinette
President/Treasurer/Trustee - CF
CF
John B. Carroll
Trustee - CF
President, GTE Investment Management Corp.
Tresser Boulevard, 7th Fl., Stamford, CT 06901
CF
Mayree C. Clark
Trustee - CF
Managing Director, Director Global Research
Morgan Stanley & Co., Inc.
1251 Avenue of the Americas, New York, NY 100200
CF
Robert D. Flanagan, Jr.
Trustee - CF
Vice President for Business and Financial Affairs/Treasurer
Spelman College
Spelman Lane, S.W., Box 589, Atlanta, GA 30314-4399
CF
John S. Griswold Jr.
Senior Vice President - CF
CF
Caspa L. Harris
Trustee - CF
Consultant
Route 1, Box 509, Waterford, VA 22190
CF
Norman G. Herbert
Trustee - CF
Treasurer and Investment Officer
University of Michigan
5032 Fleming Administration Building
Ann Arbor, MI 48109-1340
CF
William C. Hromadka
Trustee - CF
Treasurer and Associate Senior Vice President
University of Southern California
University Park, Treasurer's Office
BKS 402 - Bookstore Building
Los Angeles, CA 90089-2541
CF
David M. Lascell
Trustee - CF
Partner, Hallenbeck, Lascell, Norris & Zorn
One Exchange Street, Rochester, NY 14614-1403
CF
John T. Leatham
Trustee - CF
Chairman, Security Health Managed Care
1925 Calvin Court, River Woods, IL 60015
CF
David J. Meagher
Trustee - CF
Vice President for Finance and Treasurer
Loyola University of Chicago
CF
Louis W. Moelchert, Jr.
Trustee - CF
Vice President for Business and Finance
University of Richmond
Campus Drive, Room 202
Maryland Hall, Richmond, VA 23173
Robert D. Pavey
Trustee - CF
General Partner, Morgenthaler Ventures
629 Euclid Avenue, Suite 700
Cleveland, OH 44114
CF
Andre F. Perold
Trustee - CF
Sylvan C. Coleman Professor of Financial Management
Harvard University Graduate School of Business Administration
Morgan Hall 367, Soldiers Field, Boston, MA 02163
CF
Todd E. Petzel
Executive Vice President and Chief Investment Officer - CF
CF
Robert S. Salomon, Jr.
Trustee - CF
Principal and Founder, STI Management LLC
106 Dolphin Cove Quay, Stamford, CT 069902
CF
William T. Spitz
Trustee - CF
Treasurer, Vanderbilt University
102 Alumni Hall
Nashville, TN 37240-0159
Maria L.C. Tapia
Senior Vice President - CF
CF
Curt R. Tobey
Senior Vice President - CF
CF
William P. Miller III
Senior Vice President and Independent Risk Oversight Officer- CF
CF
Marita Wein
Vice President and Secretary - CF
CF
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the 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
An investment adviser registered with the U.S. Securities and
Exchange Commission (SEC) and investment adviser to the Franklin
Mutual Series Fund Inc.
CF The Common Fund
450 Post Road East
Westport, CT 06881-0909
Investment management for educational institutions
Exhibit B
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 24, 1996.
S\DEBORAH R. GATZEK S\DEBORAH R. GATZEK
Deborah R. Gatzek Deborah R. Gatzek
Franklin Resources, Inc. Franklin Mutual Advisers, Inc.
Senior Vice President Assistant Secretary
& General Counsel
S\DEBORAH R. GATZEK
Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
as agent for The Common Fund
Assistant Secretary
S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK
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.
S\DEBORAH R. GATZEK
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
