SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LEHIGH GROUP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
524816105
(Cusip Number)
Richard C. Hoffman, Southwicke Corporation, 1430 Broadway, 13th Floor, New
York, NY 10018 (212) 391-1392
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d--1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with this statement. [x]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class. See Rule 13d-7.)
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 disclosure provided in a prior cover page.
The information required on 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. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: SOUTHWICKE CORPORATION
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 2,670,757 shares (including 750,000
shares with voting power as to specified matters under an Irrevocable
Proxy)
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 1,920,757 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,670,757
shares (includes 750,000 shares as to which reporting person has voting power as
to specified matters under an Irrevocable Proxy) 12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] 13) Percent
of Class Represented by Amount in Row 11: 25.8%
(14) Type of Reporting Person (See Instructions): CO
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: HALTON HOUSE, LTD.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: BAHAMAS
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 2,670,757 shares (including 750,000 shares
with voting power as to specified matters under an Irrevocable
Proxy)
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 1,920,757 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,670,757
(includes 750,000 shares as to which Southwicke Corporation, a wholly owned
subsidiary of reporting person, has voting power as to specified matters under
an Irrevocable Proxy)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
13) Percent of Class Represented by Amount in Row 11: 25.8%
14) Type of Reporting Person (See Instructions): CO
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: THE HALTON DECLARATION OF TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: BAHAMAS
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 2,670,757 shares (including 750,000 shares
with voting power as to specified matters under an Irrevocable Proxy)
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 1,920,757 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,670,757
(includes 750,000 shares as to which Southwicke Corporation, a wholly owned
subsidiary of Halton House, Ltd., a corporation of which reporting person is
beneficial owner, has voting power as to specified matters under an Irrevocable
Proxy)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
13) Percent of Class Represented by Amount in Row 11: 25.8%
14) Type of Reporting Person (See Instructions): OO
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: BAHAMAS PROTECTORS, LTD.
2)Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: BAHAMAS
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 2,670,757 shares (including 750,000 shares
with voting power as to specified matters under an Irrevocable Proxy)
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 1,920,757 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,670,757 (includes 750,000 shares as to which Southwicke
Corporation, a wholly owned subsidiary of Halton House, Ltd.,
a corporation of which The Halton Declaration of Trust is
beneficial owner and over which the reporting person exercises
all power with respect to investment or voting of securities
beneficially owned by said Trust, has voting power as to
specified matters under an Irrevocable Proxy)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
13) Percent of Class Represented by Amount in Row 11: 25.8%
14) Type of Reporting Person (See Instructions): OO
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: RICHARD L. KRAMER
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 0 shares
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 0 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [x] Mr. Kramer is a reporting person solely by virtue of his
position as a director and executive officer of Southwicke Corporation.
13) Percent of Class Represented by Amount in Row 11: N/A
14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: WILLIAM L. REMLEY
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 0 shares
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 0 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [x] Mr. Remley is a reporting person solely by virtue of his
positions as a director and executive officer of Southwicke Corporation and
Halton House, Ltd.
13) Percent of Class Represented by Amount in Row 11: N/A
14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 524816105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Person: RICHARD C. HOFFMAN
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power: 0 shares
(8) Shared Voting Power: 0 shares
(9) Sole Dispositive Power: 0 shares
(10) Shared Dispositive Power: 0 shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [x] Mr. Hoffman is a reporting person solely by virtue of his
position as a director and executive officer of Southwicke Corporation.
13) Percent of Class Represented by Amount in Row 11: N/A
14) Type of Reporting Person (See Instructions): IN
<PAGE>
Item 1. Security and Issuer
COMMON STOCK
LEHIGH GROUP, INC., 810 SEVENTH AVENUE, NEW YORK, NY 10019
Item 2. Identity and Background
SOUTHWICKE CORPORATION
a Delaware corporation
Southwicke Corporation currently has no principal business. It was formed in
connection with the transactions described in this Schedule 13D 1430 Broadway,
13th Floor, New York, NY 10018 In the last five years, Southwicke Corporation
has not been convicted in a criminal proceeding. In the last five years,
Southwicke Corporation has not been a party to a civil proceeding, the result of
which was, and is not subject to, any judgment, decree or final order enjoining
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
HALTON HOUSE, LTD.
a Bahamian corporation
Halton House, Ltd. is a holding corporation for various industrial,
manufacturing and technology companies c/o Coutts and Company (Bahamas) LTD.,
P.O. Box N7788, West Bay Street, Nassau, Bahamas In the last five years, Halton
House, Ltd. has not been convicted in a criminal proceeding. In the last five
years, Halton House, Ltd. has not been a party to a civil proceeding, the result
of which was, and is not subject to, any judgment, decree or final order
enjoining violations of or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to such
laws.
THE HALTON DECLARATION OF TRUST
a trust created under Bahamian law
c/o Coutts and Company (Bahamas LTD., P.O. Box N7788, West Bay Street, Nassau,
Bahamas In the last five years, The Halton Declaration of Trust has not been
convicted in a criminal proceeding. In the last five years, The Halton
Declaration of Trust has not been a party to a civil proceeding, the result of
which was, and is not subject to, any judgment, decree or final order enjoining
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
BAHAMAS PROTECTORS, LTD.
A Bahamian corporation
c/o Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas
All powers with respect to investment or voting of securities beneficially owned
by The Halton Declaration of Trust are exercisable by Bahamas Protectors, Ltd.,
as protector under the constituent instruments of The Halton Declaration of
Trust and pursuant to an instrument effective as of October 20, 1995. Bahamas
Protectors, Ltd. is therefore included within the definition of "Reporting
Persons". In the last five years, Bahamas Protectors, Ltd. has not been
convicted in a criminal proceeding. In the last five years, Bahamas Protectors,
Ltd. has not been a party to a civil proceeding, the result of which was, and is
not subject to, any judgment, decree or final order enjoining violations of or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
RICHARD L. KRAMER
Business address: 1430 Broadway, 13th Floor, New York, NY 10018
Director and executive officer of various real estate development, manufacturing
and industrial, textile, holding and management companies, including but not
limited to Southwicke Corporation, CPT Holdings, Inc., J&L Structural, Inc.,
Republic Properties Corporation, Sunderland Industrial Holdings Corporation,
Weldotron Corporation, Texfi Industries, Inc. and Mentmore Holdings Corporation.
In the last five years, Mr. Kramer has not been convicted in a criminal
proceeding. In the last five years, Mr. Kramer has not been a party to a civil
proceeding, the result of which was, and is not subject to, any judgment, decree
or final order enjoining violations of or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws. U.S. citizen
WILLIAM L. REMLEY
Business address: 1430 Broadway, 13th Floor, New York, NY 10018
Director and executive officer of various manufacturing, industrial, holding and
management companies, including but not limited to Southwicke Corporation,
Halton House, Ltd., CPT Holdings, Inc., J&L Structural, Inc., Sunderland
Industrial Holdings Corporation, Weldotron Corporation, Texfi Industries, Inc.,
Trinity Investment Corp., Lyford Corp., Ascott Wing, Inc. and Mentmore Holdings
Corporation. In the last five years, Mr. Remley has not been convicted in a
criminal proceeding. In the last five years, Mr. Remley has not been a party to
a civil proceeding, the result of which was, and is not subject to, any
judgment, decree or final order enjoining violations of or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws. U.S. citizen
RICHARD C. HOFFMAN
Business address: 16 Cove Road, Greenwich, CT 06870
Attorney, Richard C. Hoffman, P.C.
In the last five years, Mr. Hoffman has not been convicted in a criminal
proceeding.
In the last five years, Mr. Hoffman has not been a party to a civil proceeding,
the result of which was, and is not subject to, any judgment, decree or final
order enjoining violations of or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to such
laws. U.S. citizen
Item 3. Source and Amount of Funds or Other Consideration
$425,000 capital contribution from Halton House, Ltd. to Southwicke
Corporation to purchase 1,920,757 shares of common stock from Wilbert F.
Schwartz, Thomas E. Arnold, Jr., and Karl W. Dolk, Trustees of the Base Assets
Trust, under agreement dated May 6, 1994. Purchase effected on July 2, 1996.
Voting power as to 750,000 shares of common stock acquired from Kenneth Godt, as
Trustee of The Orion Trust under Irrevocable Proxy granted July 2, 1996.
Item 4. Purpose of Transaction
Southwicke Corporation's primary purpose in acquiring common stock of the issuer
is investment. While the reporting persons have no present agreement to acquire
additional shares of common stock, Southwicke Corporation may acquire beneficial
and/or legal ownership of additional shares of common stock of the issuer in the
future, through purchase or proxy. Southwicke Corporation plans to oppose the
proposed transaction between DHB Capital Group Inc. and the issuer and reporting
persons may propose alternative business combinations involving the issuer.
Reporting persons intend to seek representation on issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer
(a) SOUTHWICKE CORPORATION 2,670,757 shares 25.8%
HALTON HOUSE, LTD. 2,670,757 shares 25.8%
THE HALTON DECLARATION OF
TRUST 2,670,757 shares 25.8%
BAHAMAS PROTECTORS, LTD. 2,670,757 shares 25.8%
RICHARD L. KRAMER 0 shares 0.00%
WILLIAM L. REMLEY 0 shares 0.00%
RICHARD C. HOFFMAN 0 shares 0.00%
(b) Southwicke Corporation, Halton House Ltd., The Halton Declaration of
Trust, and Bahamas Protectors, Ltd. have shared power to vote or direct the vote
of 2,607,757 shares of common stock (including 750,000 shares pursuant to an
Irrevocable Proxy granted July 2, 1996). Southwicke Corporation, Halton House
Ltd., The Halton Declaration of Trust, and Bahamas Protectors, Ltd. have shared
power to dispose of 1,920,757 shares.
Richard L. Kramer, William L. Remley and Richard C. Hoffman do not have
sole or shared power to vote or dispose of any of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Irrevocable Proxy granted by Kenneth Godt, Trustee of The Orion Trust
to Southwicke Corporation with respect to voting for the election of
directors and approval of a business combination and related matters.
Said proxy expires on June 30, 1997.
Item 7. Material to Be Filed as Exhibits
Exhibit (1) Joint Filing Agreement among Southwicke Corporation, Halton
House, Ltd., The Halton Declaration of Trust, Bahamas Protectors, Ltd., Richard
L. Kramer, William L. Remley, Richard C. Hoffman.
Exhibit (2) Irrevocable Proxy granted by Kenneth Godt, Trustee of The Orion
Trust to Southwicke Corporation.
Exhibit (3) Limited Power of Attorney.
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SOUTHWICKE CORPORATION
Date: July 12, 1996 By /s/ William L. Remley
----------------------------
Name: William L. Remley
Title: President
HALTON HOUSE, LTD.
Date: July 12, 1996 By /s/ William L. Remley
----------------------------
Name: William L. Remley
Title: President
THE HALTON DECLARATION OF TRUST
By: BAHAMAS PROTECTORS, LTD.
Date: July 12, 1996 By /s/ Gary R. Siegel
-------------------------
Gary R. Siegel under
Power of Attorney
BAHAMAS PROTECTORS, LTD.
Date: July 12, 1996 By /s/ Gary R. Siegel
-------------------------
Gary R. Siegel under
Power of Attorney
Date: July 12, 1996 /s/ Richard L. Kramer
RICHARD L. KRAMER
Date: July 12, 1996 /s/ William L. Remley
WILLIAM L. REMLEY
Date: July 12, 1996 /s/ Richard C. Hoffman
RICHARD C. HOFFMAN
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations
(See 18 U.S.C. 1001).
<PAGE>
EXHIBIT (1)
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D filed
herewith is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.
SOUTHWICKE CORPORATION
Date: July 12, 1996 By /s/ William L. Remley
----------------------------
Name: William L. Remley
Title: President
HALTON HOUSE, LTD.
Date: July 12, 1996 By /s/ William L. Remley
----------------------------
Name: William L. Remley
Title: President
THE HALTON DECLARATION OF TRUST
By: BAHAMAS PROTECTORS, LTD.
Date: July 12, 1996 By /s/ Gary R. Siegel
-------------------------
Gary R. Siegel under
Power of Attorney
BAHAMAS PROTECTORS, LTD.
Date: July 12, 1996 By /s/ Gary R. Siegel
-------------------------
Gary R. Siegel under
Power of Attorney
Date: July 12, 1996 /s/ Richard L. Kramer
------------------------------
RICHARD L. KRAMER
Date: July 12, 1996 /s/ William L. Remley
------------------------------
WILLIAM L. REMLEY
Date: July 12, 1996 /s/ Richard C. Hoffman
-----------------------------
RICHARD C. HOFFMAN
<PAGE>
EXHIBIT (2)
IRREVOCABLE PROXY
Kenneth Godt, as Trustee of The Orion Trust ("Grantor"), hereby
irrevocably appoints Southwicke Corporation or its designees, with full power of
substitution, as proxy for Grantor to vote the shares of common stock of Lehigh
Group, Inc. (the "Company") which Grantor is entitled to vote, for and in the
name, place and stead of Grantor, at any meeting of the holders of shares of the
Company's common stock or any adjournments or postponements thereof or pursuant
to any consent in lieu of a meeting, or otherwise, with respect only to the
following:
(1) The election of directors; and
(2) The approval of a Business Combination, as hereinafter
defined, and any matters related to or in connection with a
Business Combination and any corporate action, the
consummation of which would violate, frustrate the purposes
of, or prevent or delay, or facilitate or encourage the
consummation of a Business Combination (including without
limitation a proposal to amend the Articles of Incorporation
or Bylaws of the Corporation or issue Company securities). As
used herein, "Business Combination" shall mean a merger,
exchange of capital stock, stock or asset acquisition or
divestiture or similar business combination proposed or
promoted by management of the Company, including but not
limited to the proposed merger/transaction between DHB Capital
Group Inc. and Lehigh Group, Inc.
The undersigned represents and warrants that the undersigned has all necessary
power and authority to deliver this proxy.
This proxy is coupled with an interest and is expressly made irrevocable and
will expire on June 30, 1997.
This proxy shall be filed with the Secretary of the Company.
KENNETH GODT, TRUSTEE OF THE ORION TRUST
By /s/ Kenneth Godt
<PAGE>
EXHIBIT (3)
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, the undersigned, BAHAMAS PROTECTORS, LTD., a Bahamas
international business corporation ("Bahamas Protectors"), is the duly appointed
Protector of The Halton Declaration of Trust (the "Trust"); and
WHEREAS, in its capacity as Protector of the Trust, Bahamas Protectors
desires to execute, deliver and/or file, any and all securities filings and/or
public documents required to be delivered and/or filed with the United States
Securities and Exchange Commission or any other United States government agency,
including, without limitation, Schedules 13-D, amendments to Schedules 13-D,
Forms 3 (Initial Statement of Beneficial Ownership of Securities), Forms 4
(Statement of Changes in Beneficial Ownership) and proxy statements
[collectively, the "Documents"] with respect to each of CPT Holdings, Inc.,
Texfi Industries, Inc., Weldotron Corporation, Lehigh Group, Inc. and/or any
other publicly traded company or other entity for which the Trust is designated
as a controlling person (collectively, the "Corporations").
NOW THEREFORE, intending to be legally bound, the undersigned declares
as follows:
1. The undersigned constitutes and appoints GARY R. SIEGEL, of
Potomac, Maryland, as the true and lawful attorney-in-fact of the undersigned,
to take any action in the name and place of the undersigned which is necessary
or appropriate, in the attorney's sole judgment, in connection with executing,
delivering and/or filing of any of the Documents.
2. This power of attorney shall be revocable at any time and
for any reason whatsoever, but shall continue to be effective for all purposes
and in all respects from the date hereof through the date that the
attorney-in-fact receives written notice of revocation. The attorney-in-fact
shall not be required to post bond of any nature in connection with this power
of attorney.
3. The undersigned hereby ratifies and confirms, and promises
at all times to ratify and confirm, any and all actions which the
attorney-in-fact shall lawfully do or cause to be done by virtue of these
presents, including anything which shall be done between the revocation of these
presents and notice of such revocation reaching the attorney-in-fact, and the
undersigned does hereby declare that, as against the undersigned and all persons
claiming under the undersigned, everything which the attorney-in-fact shall do
or cause to be done in pursuance hereof after such revocation as aforesaid shall
be valid and effectual in favor of any person claiming the benefit thereof who
before the doing thereof shall not have had notice of such revocation.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney on this 11th day of July, 1996.
BAHAMAS PROTECTORS, LTD.
a Bahamas international business corporation
By:/s/ P. B. Evans
----------------
Name: P. B. EVANS
Title: President
COMMONWEALTH )
OF ) SS:
THE BAHAMAS )
The undersigned, a Notary Public or other Public Official in and for
the aforesaid jurisdiction, does hereby certify that the abovesigned, P. B.
Evans, who is personally known to me (or satisfactorily proven) as the President
of Bahamas Protectors, Ltd., a Bahamas international business corporation (the
"Corporation"), personally appeared before me in said jurisdiction, and
acknowledged that he executed the foregoing Limited Power of Attorney for and on
behalf of the Corporation for the purposes therein contained.
Given under my hand and seal this 11th day of July, 1996.
/s/ Peter Fletcher
Notary Public
My Commission Expires: 12/31/96
[Notarial Seal]
