UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IONICS, INCORPORATED
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
462218-10-8
(CUSIP Number)
Gordon H. Hayes, Esq., Jr.
Testa, Hurwitz & Thibeault
Exchange Place, 53 State Street, Boston, MA 02109 (617) 248-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 22, 1994
(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-1(b)(3) or (4), check the following box ___
/__ /.
___
Check the following box if a fee is being paid with the 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 five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
<PAGE>
CUSIP No. 462218-10-8 13D Page 2 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Savena Trust
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
BK
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) / /
______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
______________________________________________________________________________
7. SOLE VOTING POWER 331,000
NUMBER OF _________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 331,000
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
-0-
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options, 170,963
shares held in trust for the benefit of another Reporting Person and 81,000
shares held in a fiduciary capacity for such other Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/ /
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
00 - Trust
_____________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 3 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philora Trust
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
PF
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e)
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Liechtenstein
______________________________________________________________________________
7. SOLE VOTING POWER
170,963
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 170,963
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
-0-
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options, 331,000
shares held in trust for the benefit of another Reporting Person and 81,000
shares held in a fiduciary capacity for another Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/__/
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
00 - Trust
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 4 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfred Bietenholz, Trustee of Savena Trust and Philora Trust
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
00
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) /__/
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Switzerland
______________________________________________________________________________
7. SOLE VOTING POWER
-0-
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 331,000 (shared with the other trustees of Savena Trust)
OWNED BY 170,963 (shared with the other trustees of Philora Trust)
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
331,000 (shared with the other trustees of Savena Trust)
170,963 (shared with the other trustees of Philora Trust)
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options and 81,000
shares held in a fiduciary capacity for another Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/__/
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
00 - Trustee
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 5 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interfiducia Trust Reg., Trustee of Savena Trust and Philora Trust
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
00
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) /__/
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Liechtenstein
______________________________________________________________________________
7. SOLE VOTING POWER
-0-
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 331,000 (shared with the other trustees of Savena Trust)
OWNED BY 170,963 (shares with the other trustees of Philora Trust)
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
331,000 (shared with the other trustees of Savena Trust)
170,963 (shared with the other trustees of Philora Trust)
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options and 81,000
shares held in a fiduciary capacity for such other Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/__/
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
00 - Trustee
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 6 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alex Fischer, Trustee of Savena Trust and Philora Trust
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
00
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) /__/
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Switzerland
______________________________________________________________________________
7. SOLE VOTING POWER
-0-
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 331,000 (shared with the other trustees of Savena Trust)
OWNED BY 170,963 (shared wit the other trustees of Philora Trust)
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
331,000 (shared with the other trustees of Savena Trust)
170,963 (shared with the other trustees of Philora Trust)
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options and 81,000
shares held in a fiduciary capacity for another Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/__/
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
00 - Trustee
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 7 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arnaud de Vitry d'Avaucourt
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
00
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) /__/
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
France
______________________________________________________________________________
7. SOLE VOTING POWER
6,000 (representing shares subject to presently
exercisable options)
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 6,000 (representing shares subject to presently
WITH exercisable options)
___________________________________________________________
10. SHARED DISPOSITIVE POWER
81,000
_____________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 331,000 shares held in trust for the benefit of this Reporting
Person, 170,963 shares held in trust for the benefit of another Reporting
Person and 81,000 shares held in fiduciary capacity for such other
Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
/__/
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 462218-10-8 13D Page 8 of 32 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henriette de Vitry d'Avaucourt
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __
(a) / /
__
(b) /x /
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS*
PF
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ___
ITEMS 2(d) or 2(e) /__/
______________________________________________________________________________
6. CITIZENSHIP OF PLACE OF ORGANIZATION
France
______________________________________________________________________________
7. SOLE VOTING POWER
81,000
NUMBER OF ___________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ___________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
___________________________________________________________
10. SHARED DISPOSITIVE POWER
81,000
_____________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,963
(includes 6,000 shares subject to presently exercisable options, 170,963
shares held in trust for the benefit of this Reporting Person and 331,000
shares held in trust for the benefit of another Reporting Person)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*___
/__ /
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 1 ("Amendment No. 1") is being filed by
(i) the Savena Trust, a trust organized under the laws of
Liechtenstein (the "Savena Trust"), whose trustees are Dr. Alfred
Bietenholz ("Bietenholz"), Alex Fischer ("Fischer") and the
Interfiducia Trust Reg. ("Interfiducia"); (ii) the Philora Trust,
a trust organized under the laws of Liechtenstein (the "Philora
Trust"), whose trustees are Bietenholz, Fischer and Interfiducia;
(iii) Arnaud de Vitry d'Avaucourt ("Mr. de Vitry");
(iv) Henriette de Vitry d'Avaucourt ("Mrs. de Vitry");
(v) Bietenholz; (vi) Fischer; and (vii) Interfiducia (all of the
foregoing, collectively, the "Reporting Persons"). Amendment
No. 1 amends and supplements the Statement on Schedule 13D (the
"Statement") dated August 15, 1988, relating to the Common Stock,
par value $1.00 per share (the "Common Stock"), of Ionics,
Incorporated, a Massachusetts corporation (the "Company"), which
has its principal executive offices at 65 Grove Street,
Watertown, Massachusetts 02172. All terms used herein, unless
otherwise defined, have the same meaning herein as in the
Statement.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, the text of
the Statement has been amended and restated in its entirety.
Only the cover pages and Items 2, 3, 5 & 7 are being amended and
restated by this Amendment No. 1. This filing is being made to
identify an additional trustee of the Savena and Philora Trusts
and to disclose the sale of an aggregate of 138,000 shares of the
Company's Common Stock by the Savena Trust and Mrs. de Vitry.
The share totals in cover pages 2-8 have been amended and
restated to reflect these changes in ownership.
Item 1. Security and Issuer.
Common Stock, $1.00 par value per share of Ionics,
Incorporated, a Massachusetts corporation. The address of the
issuer's principal executive office is 65 Grove Street,
Watertown, MA 02172.
Item 2. Identity and Background.
I. a) Savena Trust.
b) 8 Elizabethen Strasse,
4010, Basel, Switzerland, CH
c) The Savena Trust is a trust created under the laws
of Liechtenstein, the principal indirect
beneficiary of which is Arnaud de Vitry
d'Avaucourt. Both Mr. and Mrs. de Vitry
d'Avaucourt disclaim beneficial ownership of the
331,000 shares held by the Savena Trust.
d) Criminal proceedings -- not applicable.
e) Civil proceedings -- not applicable.
f) Place of Organization -- Liechtenstein.
Page 9 of 32 Pages
<PAGE>
II. a) Philora Trust.
b) 8 Elizabethen Strasse,
4010, Basel, Switzerland, CH
c) The Philora Trust is a trust created under the laws
of Liechtenstein, the principal indirect
beneficiary of which is Henriette de Vitry
d'Avaucourt. Both Mr. and Mrs. de Vitry
d'Avaucourt disclaim beneficial ownership of the
170,963 shares held by the Philora Trust.
d) Criminal proceedings -- not applicable.
e) Civil proceedings -- not applicable.
f) Place of Organization -- Liechtenstein.
III. The present individual trustees of both the Savena Trust
and the Philora Trust are as follows:
1. a) Alfred Bietenholz
b) 8 Elizabethen Strasse,
4010, Basel, Switzerland, CH
c) Self-employed attorney practicing in Basel,
Switzerland at the business address listed at III
(1)(b) above.
d) Criminal proceedings -- none.
e) Civil proceedings -- none.
f) Citizenship -- Switzerland.
2. a) Interfiducia Trust Reg.
b) Post Office Box 344
FL-9490 Vaduz, Liechtenstein
c) The Interfiducia Trust Reg. is a trust created
under the laws of Liechtenstein.
d) Criminal proceedings -- none.
e) Civil proceedings -- none.
f) Citizenship -- Liechtenstein.
3. a) Alex Fischer
b) 8 Elizabethen Strasse,
4010, Basel, Switzerland, CH
Page 10 of 32 Pages
<PAGE>
c) Self-employed attorney practicing in Basel,
Switzerland at the business address listed at (b)
above.
d) Criminal proceedings -- none.
e) Civil proceedings -- none.
f) Citizenship -- Switzerland.
IV. a) Arnaud de Vitry d'Avaucourt
b) 41, Rue de l'Universite, 75007, Paris, France.
c) Mr. de Vitry d'Avaucourt is Chairman of the Board,
Eureka (SICAV) Paris, a French investment firm.
Mr. de Vitry d'Avaucourt's address is 41, Rue de
l'Universite, 75007, Paris, France.
d) Criminal proceedings -- none.
e) Civil proceedings -- none.
f) Citizenship -- France.
V. a) Henriette de Vitry d'Avaucourt
b) 41, Rue de l'Universite, 75007, Paris, France.
c) Mrs. de Vitry d'Avaucourt is engaged in the
practice of psychoanalysis. Mrs. de Vitry
d'Avaucourt's address is 41, Rue de l'Universite,
75007, Paris, France.
d) Criminal proceedings -- none.
e) Civil proceedings -- none.
f) Citizenship -- France.
Item 3. Source and Amount of Funds or Other Considerations.
The Savena Trust acquired 400,000 shares of Common Stock,
$1.00 par value per share, of the Company on August 15, 1988 in a
private transaction with the Company for an aggregate purchase
price of $8,000,000. The funds for such purchase were borrowed
by Savena Trust from Bank Dreyfus & Sons of Basel, Switzerland
pursuant to a letter agreement and general pledge agreement each
dated August 10, 1988. Copies of such agreements are appended
hereto as Exhibit 5.
Page 11 of 32 Pages
<PAGE>
Prior to the acquisition of the Shares which constitutes the
event requiring the filing of this Statement, the Philora Trust
acquired 149,963 shares of the Company's Common Stock on May 18,
1988, for an aggregate purchase price of $2,268,190.38 (with
respect to which purchase reference is hereby made to the
Schedule 13D dated May 18, 1988 to which attention is directed
for additional information concerning such acquisition) and
15,000 shares on June 16, 1988 for an aggregate purchase price of
$279,375.00. Funds held by the Philora Trust were the source of
funds for both such purchases. Previously, the Philora Trust had
acquired 4,000 (6,000 post-split) shares of the Company's Common
Stock.
On December 27, 1984, 100,000 (150,000 post-split) additional
shares of Common Stock of the Company were acquired by
Mrs. de Vitry in a private transaction with the Company for an
aggregate purchase price of $2,400,000. Such shares are
currently held in nominee name by a French financial institution
in a fiduciary capacity for the benefit of Mrs. de Vitry.
Personal funds of Mrs. de Vitry were the source of funds for such
purchase.
This Amendment No. 1 is being filed in order to disclose a
decrease in the ownership of shares of Common Stock of the
Company by certain of the Reporting Persons as a net result of
the following transactions: (i) the sale by the Savena Trust of
69,000 shares; (ii) the sale by Mrs. de Vitry of 69,000 shares;
and (iii) the grant and vesting of 3,000 additional shares
subject to presently exercisable stock options held by Mr. de
Vitry.
Item 4. Purpose of Transaction.
The Shares purchased on August 15, 1988 were acquired by the
Savena Trust for investment purposes.
The stock purchase agreement pursuant to which the Savena
Trust acquired 400,000 shares on August 15, 1988, provides that
without the prior written consent of the Company, neither the
Savena Trust not Mr. or Mrs. de Vitry, nor any trust for the
benefit of either of them, or any affiliate will acquire, offer
or propose to acquire or agree to acquire, directly or
indirectly, by purchase or otherwise, any other shares of Common
Stock of the Company, or direct or indirect rights or options to
acquire (through purchase, exchange, conversion or otherwise)
such stock, if immediately after any such acquisition, the Savena
Trust would beneficially own, in the aggregate, shares of such
Common Stock (subject to certain exceptions) representing more
than 17.6% of the shares of Common Stock of the Company then
outstanding. The foregoing summary of a portion of the stock
purchase agreement does not purport to be complete and is
qualified by reference to the entire text of the agreement which
is appended hereto as Exhibit 2.
Page 12 of 32 Pages
<PAGE>
Pursuant to the terms of a separate letter agreement, the
terms of an earlier stock purchase agreement dated May 16, 1988
between the Company and the Philora Trust were amended to provide
that the Philora Trust and certain other parties would not
beneficially own more than 17.6% of the shares of Common Stock of
the Company then outstanding. The foregoing summary of a portion
of the letter agreement and the stock purchase agreement dated
May 16, 1988 does not purport to be complete and is qualified by
reference to the entire text of the agreements which are appended
hereto as Exhibits 3 and 4.
Neither the Savena Trust nor any of the other Reporting
Persons has any present plans or proposals to acquire additional
securities of the Company or to dispose of securities of the
Company currently held, or to effect substantial changes in the
business, organization, form or control of the Company.
Item 5. Interest in Securities of the Issuer.
As of June 22, 1994, the Reporting Persons making this filing
may collectively be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act), 588,963 shares of Common
Stock of the Company, which represents approximately 8.47% of the
outstanding shares of Common Stock of the Company based on a
total of 6,949,556 shares of the Company's Common Stock
outstanding as of March 31, 1994, as disclosed by the Company.
Under the Savena Trust instrument, the trustees of the Savena
Trust have sole power to vote or direct the vote of all 331,000
shares held by the Savena Trust and sole power to dispose or
direct the disposition of all such shares. Each individual
trustee listed in Item 2 may be deemed to share power with each
other such trustee (i) to vote or direct the vote of all 331,000
shares held by the Savena Trust and (ii) to dispose or direct the
disposition of all such shares. Accordingly, Mr. and Mrs. de
Vitry each individually disclaims beneficial ownership of all
shares held by the Savena Trust.
Under the Philora Trust instrument, the trustees of the
Philora Trust have sole power to vote or direct the vote of all
170,963 shares held by the Philora Trust and sole power to
dispose or direct the disposition of all such shares. The
individual trustees of such trust may be deemed to share power
with each other such trustee (i) to vote or direct the vote of
all 170,963 shares held by the trust and (ii) to dispose or
direct the disposition of all such shares. Accordingly, Mr. and
Mrs. de Vitry each individually disclaims beneficial ownership of
all shares held by the Philora Trust.
Since the individual trustees of the Savena Trust and the
Philora Trust are the same persons or entities, each such trustee
may be deemed to share power with the other trustee (i) to vote
or direct the vote of the aggregate of 501,963 shares held by the
Page 13 of 32 Pages
<PAGE>
Savena Trust and the Philora Trust and (ii) to dispose or direct
the disposition of all such shares.
Mr. de Vitry may be deemed to beneficially own 87,000 shares
of the Company's Common Stock. Such shares represent
approximately 1.25% of the Company's outstanding shares, based on
6,949,556 shares outstanding as of March 31, 1994. Mr. de Vitry
may be deemed to have sole power to vote or direct the vote and
sole power to dispose or direct the disposition of 6,000 such
shares subject to presently exercisable options. He also shares
with his wife the power to dispose or direct the disposition of
the remaining 81,000 shares held by a French financial
institution in a fiduciary capacity for Mrs. de Vitry, and
accordingly may be deemed to beneficially own such 81,000 shares.
Mrs. de Vitry may be deemed to beneficially own the 81,000
shares of the Company's Common Stock held by a French financial
institution in a fiduciary capacity for her over which she shares
dispositive power with her husband and has sole voting power.
Such shares represent approximately 1.16% of the outstanding
shares.
On June 22, 1994, the Savena Trust sold 69,000 shares at a
price of $44.13 per share (exclusive of sales commissions) in a
block-trade transaction.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Arnaud de Vitry d'Avaucourt has been a member of the
Company's Board of Directors since March of 1964 and is the
principal indirect beneficiary of the Savena Trust.
Henriette de Vitry d'Avaucourt is the wife of Arnaud de Vitry
d'Avaucourt and is the principal indirect beneficiary of the
Philora Trust as well as the beneficial owner of 81,000 shares
held by a French financial institution in a fiduciary capacity
for her.
The Company sold the Shares to the Savena Trust pursuant to
the terms of a stock purchase agreement between the Company and
the Savena Trust dated August 15, 1988 (the "Stock Purchase
Agreement"), a copy of which is appended hereto as Exhibit 2.
Pursuant to the terms of the Stock Purchase Agreement, the
Savena Trust has acquired shares which are not registered under
the Securities Act of 1933, as amended (the "1933 Act"). The
Stock Purchase Agreement confers on the Savena Trust certain
rights to cause the Company to register the Shares under the 1933
Act.
Page 14 of 32 Pages
<PAGE>
The Stock Purchase Agreement provides that the Company shall
have an option for five business days after written notice from
the Savena Trust to purchase all or a portion of the Shares
proposed to be sold by the Savena Trust. Any shares not disposed
of by the Savena Trust after a maximum of 32 days (or 40 days in
certain cases) have elapsed from the end of the Company's option
period will continue to be subject to the terms and conditions of
the Stock Purchase Agreement.
The Stock Purchase Agreement provides that without the prior
written consent of the Company, neither the Savena Trust nor Mr.
or Mrs. de Vitry, nor any trust for the benefit of either of
them, or any affiliate will acquire, offer or propose to acquire
or agree to acquire, directly or indirectly, by purchase or
otherwise, any other shares of Common Stock of the Company, or
direct or indirect rights or options to acquire (through
purchase, exchange, conversion or otherwise) such stock, if
immediately after any such acquisition, the Savena Trust would
beneficially own, in the aggregate, shares of such Common Stock
(subject to certain exceptions) representing more than 17.6% of
the shares of Common stock of the Company then outstanding. The
foregoing summary of portions of the Stock Purchase Agreement
does not purport to be complete and is qualified by reference to
the entire text of such agreement which is appended hereto as
Exhibit 2.
Pursuant to the terms of a separate stock purchase agreement
between Philora Trust and the Company dated May 18, 1988 (the
"Philora Stock Purchase Agreement"), the Philora Trust acquired
149,963 shares which are not registered under the 1933 Act and
was granted certain rights to cause the Company to register such
shares under the 1933 Act.
The Philora Stock Purchase Agreement provides that the
Company shall have an option for five business days after written
notice from the Philora Trust to purchase all or a portion of the
shares proposed to be sold by the Philora Trust. Any shares not
disposed of by the Philora Trust after a maximum of 32 days (or
40 days in certain cases) have elapsed from the end of the
Company's option period will continue to be subject to the terms
and conditions of the Philora Stock Purchase Agreement.
The Philora Stock Purchase Agreement provides that without
the prior written consent of the Company, neither the Philora
Trust nor Mr. or Mrs. de Vitry, nor any trust for the benefit of
either of them, or any affiliate will acquire, offer or propose
to acquire or agree to acquire, directly or indirectly, by
purchase or otherwise, any other shares of Common Stock of the
Company, or direct or indirect rights or options to acquire
(through purchase, exchange, conversion or otherwise) such stock,
if immediately after any such acquisition, the Philora Trust
would beneficially own, in the aggregate, shares of such Common
Stock (subject to certain exceptions) representing more than 8.3%
Page 15 of 32 Pages
<PAGE>
of the shares of Common Stock of the Company then outstanding.
The foregoing summary of portions of the Philora Stock Purchase
Agreement does not purport to be complete and is qualified by
reference to the entire text of such agreement which is appended
hereto as Exhibit 4.
Pursuant to the terms of a separate letter agreement dated
August 8, 1988, the terms of the Philora Stock Purchase Agreement
were amended to provide that the Philora Trust and certain other
parties would not beneficially own more than 17.6% of the shares
of Common Stock of the Company then outstanding. The foregoing
summary of a portion of the letter agreement does not purport to
be complete and is qualified by reference to the entire text of
such agreement which is appended hereto as Exhibit 3.
Item 7. Material to be Filed as
Exhibits to Amendment No. 1.
*Exhibit 1. Agreement regarding filing of a joint
Schedule 13D.
*Exhibit 2. Stock Purchase Agreement dated as of August 5,
1988 by and between Ionics, Incorporated and
the Savena Trust.
*Exhibit 3. Letter Agreement dated August 8, 1988 by and
between Ionics, Incorporated and the Philora
Trust.
*Exhibit 4. Stock Purchase Agreement dated as of May 18,
1988 by and between Ionics, Incorporated and
the Philora Trust.
*Exhibit 5. Letter Agreement and General Pledge Agreement
each dated August 10, 1988 by and between Bank
Dreyfus & Sons and the Savena Trust (original
in the German language with English
translation provided).
*Exhibit 6. Power of attorney conferring certain authority
on Alfred Bietenholz on behalf of Interfiducia
Trust Reg., a trustee of Savena Trust
(original in the German language with English
translation provided).
*Exhibit 7. Powers of attorney conferring certain
authority on Richard J. Testa, Gordon H.
Hayes, Jr., Caesar J. Belbel and Alfred
Bietenholz.
Exhibit 8. Agreement regarding filing of a joint Schedule
13D.
Page 16 of 32 Pages
<PAGE>
Exhibit 9. Power of attorney conferring certain authority
on Alex Fischer on behalf of Interfiducia
Trust Reg., a trustee of Savena and Philora
Trusts.
Exhibit 10. Powers of attorney conferring certain
authority on Richard J. Testa, Gordon H.
Hayes, Jr., Mitchell S. Bloom and Alex
Fischer.
______________________
* Previously filed as a paper exhibit with the original 13D
Statement and need not be refiled pursuant to Item 101(a)(2)(ii)
of Regulation S-T.
Page 17 of 32 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
Statement is true, complete and correct.
The Savena Trust
/s/Henriette de Vitry d'Avaucourt By:/s/Alex Fischer
Henriette de Vitry d'Avaucourt Trustee
The Philora Trust
/s/Arnaud de Vitry d'Avaucourt By:/s/Alex Fischer
Arnaud de Vitry d'Avaucourt Trustee
The INTERFIDUCIA Trust Reg.
(a Trustee of both the
Savena Trust and the Philora
Trust)
By:/s/Alex Fischer
Alex Fischer
Attorney-in-Fact
By:/s/Alfred Bietenholz
Alfred Bietenholz,
a Trustee of both the
Savena Trust and the
Philora Trust
By:/s/Alex Fischer
Alex Fischer,
a Trustee of both the
Savena Trust and the
Philora Trust
Dated: July 26, 1994
Page 18 of 32 Pages
<PAGE>
Exhibit 8.
Page 19 of 32 Pages
<PAGE>
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be filed
with respect to the current ownership of any of the undersigned of
shares of Common Stock of Ionics, Incorporated or any purchase of
additional stock or sales of such stock of the Company by any of
the undersigned.
The Savena Trust
/s/Henriette de Vitry d'Avaucourt By:/s/Alex Fischer
Henriette de Vitry d'Avaucourt Trustee
The Philora Trust
/s/Arnaud de Vitry d'Avaucourt By:/s/Alex Fischer
Arnaud de Vitry d'Avaucourt Trustee
The INTERFIDUCIA Trust Reg.
(a Trustee of both the
Savena Trust and the Philora
Trust)
By:/s/Alex Fischer
Attorney-In-Fact
/s/Alfred Bietenholz
Alfred Bietenholz,
(a Trustee of both the
Savena Trust and the
Philora Trust)
/s/Alex Fischer
Alex Fischer,
(a Trustee of both the
Savena Trust and the
Philora Trust)
Dated: July 26, 1994
Page 20 of 32 Pages
<PAGE>
Exhibit 9.
Page 21 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Alex
Fischer his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all instruments, certificates,
amendments and documents required to be executed on behalf of
himself pursuant to Section 13(d) and Section 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is
mandated by the Exchange Act, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents
and purposes as he might or could do in person thereby ratifying
and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The INTERFIDUCIA Trust Reg.
(a Trustee of both the Savena
Trust and the Philora Trust)
By:/s/Alex Fischer
Attorney-in-fact
Page 22 of 32 Pages
<PAGE>
Exhibit 10.
Page 23 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
/s/Arnaud de Vitry d'Avaucourt
Arnaud de Vitry d'Avaucourt
Page 24 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
/s/Henriette de Vitry d'Avaucourt
Henriette de Vitry d'Avaucourt
Page 25 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The Savena Trust
By:/s/Alex Fischer
Trustee
Page 26 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The Philora Trust
By:/s/Alex Fischer
Trustee
Page 27 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The Philora Trust
By:/s/Alex Fischer
Trustee
Page 28 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr. and Mitchell S. Bloom his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all
instruments, certificates, amendments and documents required to be
executed on behalf of himself pursuant to Section 13(d) and Section
13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and
any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents
and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The Savena Trust
By:/s/Alex Fischer
Trustee
Page 29 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr. and Mitchell S. Bloom his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all
instruments, certificates, amendments and documents required to be
executed on behalf of himself pursuant to Section 13(d) and Section
13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and
any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents
and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
/s/Alfred Bietenholz_
Alfred Bietenholz, a Trustee
of both the Savena Trust
and the Philora Trust
Page 30 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr., Mitchell S. Bloom and Alex Fischer his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all instruments, certificates, amendments and documents
required to be executed on behalf of himself pursuant to Section
13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully
to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
The INTERFIDUCIA Trust Reg.
(a Trustee of both the Savena
Trust and the Philora Trust)
By:/s/Alex Fischer
Attorney-in-fact
Page 31 of 32 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard J. Testa,
Gordon H. Hayes, Jr. and Mitchell S. Bloom his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all
instruments, certificates, amendments and documents required to be
executed on behalf of himself pursuant to Section 13(d) and Section
13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and
any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents
and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as
of the 26th day of July, 1994.
/s/Alex Fischer
Alex Fischer, a Trustee
of both the Savena Trust
and the Philora Trust
Page 32 of 32 Pages
