SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
____________________________
INVESTMENT PROPERTIES ASSOCIATES,
A LIMITED PARTNERSHIP
(Name of Issuer)
PARTICIPATIONS IN LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
461430 10 0
(CUSIP Number)
____________________________
CRAIG EFFRON
SCOGBELL ACQUISITION, L.L.C.
660 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10021
(212) 355-7480
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
____________________________
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
BRUCE M. STACHENFELD, ESQ.
DUVAL & STACHENFELD, LLP
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 883-1700
___________________________
JUNE 10, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. <square>
(Continued on following pages)
(Page 1 of 31 Pages)
<PAGE>
CUSIP No. 461430 10 0 13D Page 2 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ScogBell Acquisition, L.L.C.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 310,927
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 310,927
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
OO
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 3 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ScogBell AG Manager, Inc.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 4 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
John M. Angelo
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 5 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Michael L. Gordon
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACEOF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 6 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Angelo, Gordon & Co., L.P.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
PN; IA
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 7 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AG Partners, L.P.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 8 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AG Class A ScogBell Acquisition, L.L.C.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
OO
</TABLE>
<PAGE
CUSIP No. 461430 10 0 13D Page 9 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AG Class B ScogBell Acquisition, L.L.C.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
OO
</TABLE>
CUSIP No. 461430 10 0 13D Page 10 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ScogBell SB Manager, Inc.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 11 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Craig Effron
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 2,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 2,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 345,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4
14. TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 12 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Curtis Schenker
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 4,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 4,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 345,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
349,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7
14. TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 13 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
S&E Partners, L.P.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 345,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2
14. TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 14 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Scoggin, Inc.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 345,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 15 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Scoggin Capital Management, L.P.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 345,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2
14. TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
CUSIP No. 461430 10 0 13D Page 16 of 31
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ScogBell SB Member, L.L.C.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 310,927
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 310,927
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9
14. TYPE OF REPORTING PERSON
OO
</TABLE>
<PAGE>
SCHEDULE 13D
PRELIMINARY NOTE
This Statement on Schedule 13D is being filed in connection with the
purchase by ScogBell Acquisition, L.L.C. ("ScogBell") of an aggregate of in
excess of 5% of the Participations in Limited Partnership Interest of a New
York limited partnership named Investment Properties Associates, a Limited
Partnership (the "Issuer"). The filing of this Schedule 13D by the members of
ScogBell other than its managers should not be deemed an admission by any such
member that such member exercises voting or dispositive authority over the
securities owned by ScogBell.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to Participations in Limited Partnership
Interest ("Participation Interests") which are interests issued by a limited
partner of the Issuer that represent partial assignments of that limited
partner's interest in the Issuer. The address of the principal executive
offices of the Issuer is 60 East 42nd Street, New York, New York 10165.
Scogbell believes, based on the information available to it, that under
the Issuer's Limited Partnership Agreement, as amended, the holders of
Participation Interests have no right to vote on any matter unless they are
admitted with the consent of the Partnership as substituted limited partners
and that, even if so admitted, such holders have the right only to vote on
amendments to the Limited Partnership Agreement and on merger transactions.
Scogbell and the other persons filing this Statement do not concede in making
this filing that the Participation Interests are not non-voting securities for
purposes of Rule 13d-1(i) under the Securities Exchange Act of 1934, as
amended, or that this filing is required to be made.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) This statement is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing filed with this Statement as
Exhibit 7.1:
(i) ScogBell Acquisition, L.L.C., a Delaware limited liability
company ("ScogBell");
(ii) ScogBell AG Manager, Inc, a Delaware corporation ("AGM");
(iii) Angelo, Gordon & Co., L.P. a Delaware limited partnership
("AG");
(iv) AG Partners, L.P., a Delaware limited partnership ("AGP");
(v) John M. Angelo ("Angelo");
(vi) Michael L. Gordon ("Gordon");
(vii) AG Class A ScogBell Acquisition, L.L.C., a Delaware limited
liability company ("AGA");
(viii) AG Class B ScogBell Acquisition, L.L.C., a Delaware limited
liability company ("AGB");
(ix) ScogBell SB Manager, Inc., a Delaware corporation ("SBM");
(x) Craig Effron ("Effron");
(xi) Curtis Schenker ("Schenker");
Page 17 or 31
<PAGE>
(xii) S&E Partners, L.P., a Delaware limited partnership ("S&E");
(xiii) Scoggin, Inc., a Delaware corporation ("SC");
(xiv) Scoggin Capital Management, L.P., a Delaware limited
partnership ("Scoggin"); and
(xv) ScogBell SB Member, L.L.C., a Delaware limited liability
company ("SSBM").
The name, business address, present principal occupation or employment and
citizenship of each general partner, director or officer of each Reporting
Person is set forth on the Schedules hereto.
AG is a registered investment adviser and broker dealer primarily engaged
in investing and trading in securities and other investment assets for
institutional and individual accounts, including its own proprietary account.
AGP is the general partner of AG, and Angelo and Gordon are the general
partners of AGP. Each of AGM, AGA and AGB (collectively with AG and AGP, the
"AG Entities") was formed to facilitate the acquisition of interests in the
Issuer on behalf of accounts managed by AG.
Each of S&E, SC, Scoggin, SBM and SSBM (collectively, the "Scoggin
Entities") is a privately owned investment vehicle which is in the business of
purchasing, for investment and trading purposes, securities and other financial
instruments. Each of Effron and Schenker are private investors who purchase,
directly and through privately owned entities, securities and other financial
instruments for investment and trading purposes.
ScogBell was formed to acquire, hold, finance and sell interests in the
Issuer. By agreement among ScogBell's members, management and control of
ScogBell is vested exclusively in AGM and SBM, as managers.
During the last five years, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed on the
Schedules hereto: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining further 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.
On June 10, 1998, ScogBell purchased from Mrs. Leona Helmsley and certain
entities controlled by her all of the interests (the "Helmsley Interests")
owned by Mrs. Helmsley (directly or indirectly) in the Issuer, for an aggregate
purchase price of $100,685,086. The interests in the Issuer that were acquired
(directly or indirectly) by ScogBell in the transaction included general
partnership interests, special limited partnership interests and an aggregate
of 282,377 Participation Interests, as well as a promissory note of the Issuer
and Mrs. Helmsley's rights to deferred distributions due from the Issuer.
Certain of the purchased interests, including 4,000 Participation Interests,
are held in a corporation, the ownership of which was acquired as part of the
transaction. The sellers in the transaction were Mrs. Helmsley, Helmsley
Enterprises, Inc., a Delaware corporation, HBH Holdings Corp., a Delaware
corporation, and Supervisory Management Corp., a New York corporation. By
agreement between ScogBell and the sellers, an aggregate of $25,555,118 of the
total purchase price was allocated to the 282,377 Participation Interests
included in the sale. The purchase price is subject to adjustment under
certain circumstances.
Page 18 of 31
<PAGE>
Subsequent to the consummation of the acquisition of the Helmsley
Interests, on June 10, 1998, ScogBell purchased 28,550 Participation Interests
in the over-the-counter market (such Participation Interests, together with the
Helmsley Interests, are collectively referred to as the "Interests"). These
open market acquisitions were effected through the purchases of 19,775
Participation Interests at $84.72 per Participation Interest and 8,775
Participation Interests at $85.00 per Participation Interest. The purchases
were made by Scoggin Capital Management, L.P., as nominee, for ScogBell.
ScogBell obtained all of the funds necessary for the purchase of the
Interests and to fund various transactional and other expenses from equity
contributions made by its members, AGA, AGB, SSBM, Belvedere IPA, L.L.C.,
Belvedere IPA 2, L.L.C and BA NYCHICAGO, L.L.C. Belvedere IPA, L.L.C. and
Belvedere IPA 2, L.L.C. are controlled by Glen Siegel and his affiliates.
ScogBell expects to seek to refinance its investment by borrowing approximately
$70 million from a bank or other lender using some or all of the assets
acquired in the transactions as collateral. ScogBell would use the proceeds of
the financing to return to its members a portion of their respective equity
contributions.
As described in the response to Item 5, Scoggin acquired beneficial
ownership of 35,000 Participation Interests on April 17, 1998. Scoggin paid an
aggregate of $2,184,700, all of which was working capital funds. The Scoggin
Entities obtained the approximately $57,975,000 contributed by them to the
capital of ScogBell from various investment entities controlled directly or
indirectly by SC.
The AG Entities obtained the approximately $33,025,000 contributed by them
to the capital of ScogBell from various investment accounts controlled by AG.
ITEM 4. PURPOSE OF TRANSACTION.
ScogBell acquired the Interests, including the Participation Interests, as
an investment and with a view to making a profit. Prior to purchasing the
Interests, ScogBell and the other Reporting Persons determined based on
publicly available information that it probably would be desirable for the
Issuer to seek in the relatively near future to sell its assets and liquidate.
Following the purchase, representatives of ScogBell met with Mr. Irving
Schneider, who is a general partner of the Issuer and who controls a corporate
general partner of the Issuer, and discussed Mr. Schneider's views regarding
the Issuer. Mr. Schneider advised ScogBell's representatives that on behalf of
the Issuer, he is exploring the possibility of selling one or more or all of
the Issuer's commercial properties, but that there are no assurances that any
sale could be concluded. ScogBell concurs in this strategy.
In its purchase of the Helmsley Interests, ScogBell acquired ownership of
two of the four general partners of the Issuer. Under the Issuer's Limited
Partnership Agreement, all decisions as to significant matters involving the
Issuer, other than day-to-day management matters, must be approved by three of
the four general partners.
Each of the Reporting Persons expects that, so long as such person is the
beneficial owner of Participation Interests, it will continuously monitor its
investment in the Issuer and, depending on its analysis of the Issuer's
portfolio of properties, market conditions in the areas in which the properties
are located, regional or national general economic conditions and prospects,
and other factors deemed relevant from time to time, it may seek to take a
variety of actions, including (i) seeking to encourage or facilitate the
Issuer's sale or other disposition of some or all of its properties; (ii)
seeking to dispose (or cause ScogBell to dispose) of some or all of its
interest in the Issuer, in privately negotiated transactions, through the over-
the-counter or other markets in which the Participation Interests may be traded
Page 19 of 31
<PAGE>
or otherwise; (iii) seeking to encourage the Issuer to continue to operate the
properties; or (iv) seeking to increase its equity ownership interest in the
Issuer.
Except as described above, none of the Reporting Persons has any plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or of any
of its subsidiaries; (d) any change in the present management of the Issuer;
(e) any material change in the present capitalization or distribution policy of
the Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's Limited Partnership Agreement or other
actions which may impede the acquisition of control of the Issuer by any
person; (h) 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;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) any action similar to any of those enumerated in this sentence.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) The beneficial ownership and voting and dispositive power of each
of the Reporting Persons over Participation Interests of the Issuer as of the
date hereof are set forth below. Percentages given below are based on
information contained in the Issuer's most recent Quarterly Report on Form 10-Q
to the effect that there are 820,000 Participation Interests outstanding.
(i) ScogBell is the beneficial owner of, and has sole dispositive
and voting power over, 310,927 Participation Interests, which
represents 37.9% of the outstanding Participation Interests.
(ii) By reason of its status as a manager or affiliate of a manager
of ScogBell, each of AGM, AGA, AGB, SBM and SSBM may be deemed
to beneficially own and share voting and dispositive power over
the 310,927 Participation Interests owned by ScogBell. To the
extent they are deemed to be controlling persons of a manager
of ScogBell, Angelo, Gordon, AGP, AG, Effron, Schenker, S&E, SC
and Scoggin similarly may be deemed to beneficially own and to
share voting and dispositive power over the same Participation
Interests.
(iii) In addition to the beneficial ownership of Participation
Interests attributed to it by reason of its relationship with
ScogBell (as described in paragraph (ii) above) Scoggin
beneficially owns an additional 35,000 Participation Interests,
or an additional 4.3% of the outstanding Participation
Interests. To the extent they are deemed to be controlling
persons of Scoggin, each of Effron, Schenker, SC and S&E may be
deemed to beneficially own and to share voting and dispositive
power over the 35,000 Participation Interests. The 35,000
Participation Interests are part of an aggregate of 87,000
Participation Interests acquired by Scoggin as nominee for
itself and 23 other persons or entities on April 17, 1998.
Scoggin has no right (shared or otherwise) to direct the voting
or disposition of the balance of the 87,000 Participation
Interests and accordingly is not the beneficial owner of those
other securities.
Page 20 of 31
<PAGE>
(iv) In addition to the beneficial ownership of Participation
Interests attributed to each of them by reason of their
relationship with Scoggin and ScogBell (as described in
paragraphs (ii) and (iii) above), Effron is the beneficial
owner of 2,000 Participation Interests and Schenker is the
beneficial owner of 4,000 Participation Interests, which
represent .24% and .48% of the outstanding Participation
Interests respectively.
(c) Transactions in Participation Interests effected within the last 60
days by the Reporting Persons are set forth on ANNEX A attached to and forming
part of this Statement.
(d),(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described in this Schedule 13D, no Reporting Person,
nor, to the best knowledge of each Reporting Person, any other person named on
the Schedules hereto, has any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 -- Agreement of Joint Filing
Page 21 of 31
<PAGE>
SIGNATURE
KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose signature
appears below constitutes and appoints CRAIG EFFRON his true and lawful
attorney-in-fact and agent to sign in any and all capacities any and all
amendments to this Statement on Schedule 13D and to file the same with all
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do all such other acts and execute all such other
documents as he may deem necessary or desirable in connection with the
foregoing, as fully as the undersigned might or could do in person, hereby
ratifying and confirming that such attorney-in-fact and agent may lawfully do
or cause to be done by virtue hereof.
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 22, 1998
SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: Director & Vice President
By: SCOGBELL SB MANAGER, INC., its Manager
By: /S/ CRAIG EFFRON
Craig Effron
Title: President
SCOGBELL AG MANAGER, INC.
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: Director & Vice President
JOHN M. ANGELO
/S/ JOHN M. ANGELO
John M. Angelo
Page 22 of 31
<PAGE>
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
Michael L. Gordon
ANGELO, GORDON & CO., L.P.
By: AG PARTNERS, L.P., its General Partner
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: General Partner
AG PARTNERS, L.P.
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: General Partner
AG CLASS A SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ DANA GOTTLIEB
Name: Dana Gottlieb
Title: Vice President
Page 23 of 31
<PAGE>
AG CLASS B SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ DANA GOTTLIEB
Name: Dana Gottlieb
Title: Vice President
SCOGBELL SB MANAGER, INC.
By: /S/ CRAIG EFFRON
Craig Effron
Title: President
CRAIG EFFRON
/S/ CRAIG EFFRON
Craig Effron
CURTIS SCHENKER
/S/ CURTIS SCHENKER
Curtis Schenker
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: S&E PARTNERS, L.P., its General Partner
By: SCOGGIN, INC., its General Partner
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
S&E PARTNERS, L.P.
By: SCOGGIN, INC., its General Partner
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
SCOGGIN, INC.
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
Page 24 of 31
SCOGBELL SB MEMBER, L.L.C.
By: SCOGGIN, INC., its Manager
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
Page 25 of 31
<PAGE>
SCHEDULE I
OFFICERS AND DIRECTORS OF
SCOGBELL AG MANAGER, INC.
Set forth below are the names and present principal occupations or
employment of each officer and director of ScogBell AG Manager, Inc. Each
person listed below is a citizen of the United States. Except as indicated,
the business address of each of the persons listed below is 245 Park Avenue,
New York, New York 10167.
The names and principal occupations of the Officers and Directors of
ScogBell AG Manager, Inc. are as follows:
NAME POSITION WITH ENTITY; PRINCIPAL OCCUPATION
John M. Angelo President and Treasurer; Director;
Chief Executive Officer
Angelo, Gordon & Co., L.P
Michael L. Gordon Vice President and Secretary; Director;
Chief Operating Officer
Angelo, Gordon & Co., L.P.
David Roberts Vice President;
Managing Director
Angelo, Gordon & Co., L.P.
Fred Berger Vice President;
Chief Financial Officer
Angelo, Gordon & Co., L.P.
Keith F. Barket Vice President;
Managing Director
Angelo, Gordon & Co., L.P.
Louis J. Forster Vice President;
Managing Director
Angelo, Gordon & Co., L.P.
Dana Gottlieb Vice President;
Vice President
Angelo, Gordon & Co., L.P.
Bruce M. Stachenfeld Assistant Secretary;
Partner, Duval & Stachenfeld LLP
Page 26 of 31
<PAGE>
SCHEDULE II
OFFICERS AND DIRECTORS OF
SCOGGIN, INC.
Set forth below are the names and present principal occupations or
employment of each officer and director of Scoggin, Inc. Each person listed
below is a citizen of the United States. The business address of each of the
persons listed below is 660 Madison Avenue, New York, New York 10021.
NAME POSITION
Craig Effron President; Director
Curtis Schenker Vice President; Treasurer; Secretary;
Director
SCHEDULE III
OFFICERS AND DIRECTORS OF
SCOGBELL SB MANAGER, INC.
Set forth below are the names of each officer and director of ScogBell SB
Manager, Inc. See Schedule II for the present principal occupations of such
persons. Each person listed below is a citizen of the United States. The
business address of each of the persons listed below is 660 Madison Avenue, New
York, New York 10021.
NAME POSITION(S)
Craig Effron President; Director
President
Scoggin, Inc.
Curtis Schenker Vice President and Secretary;
Vice President and Secretary; Treasurer
Scoggin, Inc.
SCHEDULE IV
CRAIG EFFRON
Mr. Effron's business address is 660 Madison Avenue, New York, New York
10021. He is a citizen of the United States. Mr. Effron is the President and
a Director of Scoggin, Inc.
Page 27 of 31
<PAGE>
SCHEDULE V
CURTIS SCHENKER
Mr. Schenker's business address is 660 Madison Avenue, New York, New York
10021. He is a citizen of the United States. Mr. Schenker is the Chief
Vice President, Treasurer, Secretary and a Director of Scoggin, Inc.
SCHEDULE VI
AG CLASS A SCOGBELL ACQUISITION, L.L.C.
Scogbell AG Manager, Inc. (see Schedule I is the manager of AG Class A
ScogBell Acquisition, L.L.C.
SCHEDULE VII
AG CLASS B SCOGBELL ACQUISITION, L.L.C.
Scogbell AG Manager, Inc. is the manager of AG Class B ScogBell
Acquisition, L.L.C.
SCHEDULE VIII
SCOGBELL ACQUISITION, L.L.C.
ScogBell AG Manager, Inc. (see Schedule I) and ScogBell SB Manager, Inc.
(see Schedule III) are the managers of ScogBell Acquisition, L.L.C.
SCHEDULE IX
S&E PARTNERS, L.P.
Scoggin, Inc. (see Schedule II) is the general partner of S&E Partners,
L.P.
Page 28 of 31
<PAGE>
SCHEDULE X
SCOGGIN CAPITAL MANAGEMENT, L.P.
S&E Partners, L.P. (see Schedule IX) is the general partner of Scoggin
Capital Management, L.P.
SCHEDULE XI
JOHN M. ANGELO
Mr. Angelo's business address is 245 Park Avenue, New York, New York
10167. He is a citizen of the United States. Mr. Angelo is a general partner
of AG Partners, L.P. (see Schedule XIII).
SCHEDULE XII
MICHAEL L. GORDON
Mr. Gordon's business address is 245 Park Avenue, New York, New York
10167. He is a citizen of the United States. Mr. Gordon is a general partner
of AG Partners, L.P. (see Schedule XIII).
SCHEDULE XIII
AG PARTNERS, L.P.
AG Partners, L.P. is the general partner of Angelo Gordon & Co., L.P. (see
Schedule XIV).
SCHEDULE XIV
ANGELO, GORDON & CO., L.P.
The business address for Angelo, Gordon & Co., L.P. is 245 Park Avenue,
New York, New York 10167. Angelo, Gordon & Co., L.P. wholly owns ScogBell AG
Manager, Inc. (See Schedule I).
Page 29 of 31
<PAGE>
SCHEDULE XV
SCOGBELL SB MEMBER, L.L.C.
Scogbell SB Manager, Inc. (see Schedule III) is the manager of Scogbell
SB Member, L.L.C.
Page 30 of 31
<PAGE>
ANNEX A
Transactions in Participation Interests effected within the last 60 days:
1. Scoggin Capital Management, L.P.:
<TABLE>
<CAPTION>
DATE AMOUNT Price Per WHERE AND HOW EFFECTED
PARTICIPATION INTEREST
<S> <C> <C> <C>
April 17, 1998 35,000 $62.42 Privately negotiated transaction.
</TABLE>
2. Craig Effron:
<TABLE>
<CAPTION>
DATE AMOUNT Price Per WHERE AND HOW EFFECTED
PARTICIPATION INTEREST
<S> <C> <C> <C>
May 15, 1998 1,000 $76.00 Nasdaq OTC Market
June 11, 1998 500 $91.50 Nasdaq OTC Market
June 11, 1998 500 $91.75 Nasdaq OTC Market
</TABLE>
3. Curtis Schenker:
<TABLE>
<CAPTION>
DATE AMOUNT Price Per WHERE AND HOW EFFECTED
PARTICIPATION INTEREST
<S> <C> <C> <C>
June 11, 1998 4,000 $90.00 Nasdaq OTC Market
</TABLE>
4. Madison Partnership Liquidity Investors 35, L.L.C. (an entity in which
accounts managed by Angelo, Gordon & Co., L.P. have an indirect interest):
<TABLE>
<CAPTION>
DATE AMOUNT Price Per WHERE AND HOW EFFECTED
PARTICIPATION INTEREST
<S> <C> <C> <C>
June 15, 1998 1,000 $81,875 Nasdaq OTC Market
</TABLE>
Page 31 of 31
<PAGE>
Exhibit 99.1
AGREEMENT OF JOINT FILING
Each of the undersigned hereby agrees, in accordance with Rule
13d1(l)(1)(iii) under the Securities Exchange Act of 1934, as amended, that
this Statement on Schedule 13D, and all further amendments thereto, shall be
filed on behalf of each of them.
SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: Director & Vice President
By: SCOGBELL SB MANAGER, INC., its Manager
By: /S/ CRAIG EFFRON
Craig Effron
Title:
SCOGBELL AG MANAGER, INC.
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: Director & Vice President
JOHN M. ANGELO
/S/ JOHN M. ANGELO
John M. Angelo
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
Michael L. Gordon
<PAGE>
ANGELO, GORDON & CO., L.P.
By: AG PARTNERS, L.P., its General Partner
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: General Partner
AG PARTNERS, L.P.
By: /S/ MICHAEL L. GORDON
Name: Michael L. Gordon
Title: General Partner
AG CLASS A SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ DANA GOTTLIEB
Name: Dana Gottlieb
Title: Vice President
AG CLASS B SCOGBELL ACQUISITION, L.L.C.
By: SCOGBELL AG MANAGER, INC., its Manager
By: /S/ DANA GOTTLIEB
Name: Dana Gottlieb
Title: Vice President
SCOGBELL SB MANAGER, INC.
By: /S/ CRAIG EFFRON
Craig Effron
Title: President
CRAIG EFFRON
/S/ CRAIG EFFRON
Craig Effron
2
<PAGE>
CURTIS SCHENKER
/S/ CURTIS SCHENKER
Curtis Schenker
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: S&E PARTNERS, L.P., its General Partner
By: SCOGGIN, INC., its General Partner
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
S&E PARTNERS, L.P.
By: SCOGGIN, INC., its General Partner
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
SCOGGIN, INC.
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
SCOGBELL SB MEMBER, L.L.C.
By: SCOGGIN, INC., its Manager
By: /S/ CRAIG EFFRON
Name: Craig Effron
Title: President
3
