SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lone Star Industries, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
542290408
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 16, 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 this
statement: /X/
Page 2 of 22 pages
Exhibit Index appears on page 18
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 2 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 663,426 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 663,426 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,426 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 3 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 47,528 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 47,528 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
47,528 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 4 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 182,415 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 182,415 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
182,415 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 5 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 710,954 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 710,954 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
710,954 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 6 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 893,369 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 893,369 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
893,369 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% (See Item 5)
14) TYPE OF REPORTING PERSON
CO<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 7 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 893,369 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 893,369 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
893,369 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% (See Item 5)
14) TYPE OF REPORTING PERSON
IN<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Common Stock, $1.00 par value (the "Common
Stock"), of Lone Star Industries, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company
are located at 300 First Stamford Place, Stamford, Connecticut
06912-0014.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by
Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund
L.P. ("Dickstein Focus"), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein Focus, Dickstein
International, Dickstein Partners, Dickstein Inc. and Mark
Dickstein are collectively referred to as the "Reporting
Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. and Dickstein
Focus. As such, Dickstein Partners makes all investment and
trading decisions for Dickstein & Co. and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International.
<PAGE>
Mark Dickstein is the president and sole director of
Dickstein Inc.
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
A Modified Amended Consolidated Plan of Reorganization
of New York Trap Rock Corporation, Lone Star Industries, Inc.,
San-Vel Concrete Corporation, NYTR Transportation Corporation,
Lone Star Cement Inc., Construction Material Company, I.C.
Materials, Inc., Lone Star Prestress Concrete, Inc., Lone Star
Properties, Inc., Southern Aggregates, Inc., Lone Star
Transportation Corporation, Lone Star Building Centers, Inc. and
Lone Star Building Centers (Eastern) Inc., administered as Case
Nos. 90B 21276 to 90B 91286, 90B 21334 and 90B 21335 (HS) (the
"Plan of Reorganization") was confirmed by order of the
Bankruptcy Court of the Southern District of New York on February
17, 1994 and was consummated on April 14, 1994. In connection
with the consummation of the Plan of Reorganization, Dickstein &
Co. exchanged pre-petition trade payables ("Trade Payables") in
the amount of approximately $21,390,000 for 370,826 shares of
Common Stock as well as other consideration that included cash and
certain debt obligations. In addition, Dickstein & Co. acquired
292,600 shares of Common Stock in the open market at a cost of
$5,166,707. Such cost was funded out of working capital, which
may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business.
Under the Plan of Reorganization, Dickstein
International exchanged Trade Payables in the amount of
approximately $5,410,000 for 93,815 shares of Common Stock as well
as other consideration that included cash and certain debt
obligations. In addition, Dickstein International acquired 88,600
shares of Common Stock in the open market at a cost of
$1,551,893.50. Such cost was funded out of working capital which
may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business.
Under the Plan of Reorganization Dickstein Focus
exchanged Trade Payables in the amount of approximately $1,582,000
for 27,528 shares of Common Stock, as well as other consideration
that included cash and certain debt obligations. In addition,
Dickstein Focus acquired 20,000 shares in the open market at a
cost of $344,534.30. Such cost was funded out of working capital,
which may, at any given time, include margin loans by brokerage
firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment.
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially owns an
aggregate of 893,369 shares of Common Stock, representing
approximately 7.8% of the shares of Common Stock outstanding.
Dickstein & Co. beneficially owns 663,426 of such shares of
Common Stock, representing approximately 5.8% of the shares of
Common Stock outstanding; Dickstein Focus beneficially owns
47,528 shares of Common Stock, representing approximately 0.4%
of the shares of Common Stock outstanding; and Dickstein
International beneficially owns 182,415 of such shares of Common
Stock, representing approximately 1.6% of the shares of Common
<PAGE>
Stock outstanding.1/ Upon the resolution of all of the Company's
pre-petition claims, the Reporting Persons may be entitled to
receive additional shares of Common Stock pursuant to the Plan of
Reorganization.
Mark Kaufman, a Vice President of Dickstein Inc., owns
1,000 shares of Common Stock.
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and advisor to Dickstein International, Dickstein Inc.
may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus, and Dickstein International. By reason of his
position as president and sole director of Dickstein Inc., Mark
Dickstein may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by Dickstein &
Co., Dickstein Focus and Dickstein International. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934,
as amended, (i) Dickstein & Co. disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Dickstein Focus
and Dickstein International, (ii) Dickstein International
disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein & Co. and Dickstein Focus, (iii)
Dickstein Focus disclaims beneficial ownership of all shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein
International and (iv) each of Dickstein Partners, Dickstein Inc.
and Mark Dickstein disclaims beneficial ownership of the shares
of Common Stock beneficially owned by Dickstein & Co., Dickstein
Focus and Dickstein International, other than those shares in
which they have a pecuniary interest.
Mr. Kaufman possesses the sole power to vote and
dispose of shares of Common Stock owned by him.
(c) Except for the purchases and sales set forth on
Schedule II annexed hereto, none of the persons identified in
Item 2 has effected any transactions in the Common Stock during
the past 60 days. All such purchases and sales were effected in
the open market.
(d) Not applicable.
(e) Not applicable.
1/ Percentages are based upon 11,417,670 shares of Common
Stock reported outstanding as of August 9, 1994 in the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d-1(f)
promulgated under the Securities Exchange Act of
1934, as amended.<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: September 26, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus Fund
L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant 18
to Rule 13d-1(f) promulgated under
the Securities Exchange Act of 1934,
as amended
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of
President and Dickstein Inc.
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President and Dickstein Inc.
General Counsel
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF LONE STAR INDUSTRIES, INC. COMPANY
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
9/8/94 14,000 17.000 865.00 238.865.00
9/16/94 40,000 17.159 2,425.00 688,789.00
9/19/94 44,000 17.250 2,665.00 761,665.00
9/22/94 67,000 17.125 4,045.00 1,151,420.00
9/23/94 87,600 17.245 5,281.00 1,515,943.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
9/8/94 4,400 17.000 289.00 75,089.00
9/16/94 12,000 17.159 745.00 206,654.20
9/19/94 13,000 17.250 805.00 225,055.00
9/22/94 20,000 17.125 1,225.00 343,725.00
9/23/94 26,300 17.245 1,603.00 455,146.50
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
8/31/94 1,300 16.875 103.00 22,040.50
9/8/94 1,600 17.000 121.00 27,321.00
9/16/94 3,000 17.159 205.00 51,682.30
9/19/94 3,000 17.250 205.00 51,955.00
9/22/94 5,000 17.125 325.00 85,950.00
9/23/94 6,100 17.245 391.00 105,585.50
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of September 26, 1994.
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general
partner of Dickstein & Co., L.P.
Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
Alan Cooper
Name: Alan Cooper
<PAGE>
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus Fund L.P.
Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
General Partner of Dickstein
Partners, L.P.
Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, Vice President
Alan Cooper
Name: Alan Cooper
Mark Dickstein
Mark Dickstein
<PAGE>
<PAGE>
