<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
LSB INDUSDRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
502160 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Daniel Besdin, Solomon & Moskowitz, P.C., 650 Fifth Avenue,
New York, New York 10019, (212) 265-1200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 1997
- --------------------------------------------------------------------------------
(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
disclosures 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> 2
SCHEDULE 13D
CUSIP NO. 502160 10 4 PAGE 2 OF 19 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Granite Capital L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
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
NUMBER OF
SHARES 319,220
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
319,220
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
319,220
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. PAGE 3 OF 19 PAGES
502160 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverside Capital Advisers, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
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 OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,742,832
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,742,832
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,832
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.98%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. PAGE 4 OF 19 PAGES
502160 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn Koach
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
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 OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 73,175
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,742,832
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
73,175
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,742,832
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,816,007
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.48%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. PAGE 5 OF 19 PAGES
502160 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Santangelo
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
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 OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9,133
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,133
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,133
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. Page 6 of 19 Pages
502160 10 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olga Santangelo
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
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 OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9,133
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,133
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,133
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$.10 per share (the "COMMON STOCK"), of LSB Industries, Inc., a Delaware
corporation (the "ISSUER"). The Issuer's principal executive offices are located
at 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107.
Item 2. Identity and Background.
This statement is filed by: (a) Granite Capital L.P. ("GRANITE
CAPITAL"), (b) Riverside Capital Advisers, Inc. ("RIVERSIDE"), (c) Glenn Koach
("KOACH"), (d) Carl Santangelo ("SANTANGELO"), and (e) Olga W. Santangelo
(together with Carl Santangelo, the "SANTANGELOS"). (The persons listed in (a)
through (e) are to be referred to collectively hereinafter as the "FILING
PERSONS").
Granite Capital is a Delaware limited partnership having both its
principal business and principal office address at 126 East 56th Street, 25th
Floor, New York, New York 10022. The principal business of Granite Capital is to
serve as a private investment limited partnership investing primarily in
equities. Lewis M. Eisenberg ("EISENBERG") and Walter F. Harrison, III
("HARRISON") are the general partners of Granite Capital.
The present principal occupations of both Eisenberg and Harrison are to
act as the principals in the business of Granite Capital International Group
L.P. ("GRANITE INTERNATIONAL"), a Delaware limited partnership having its
address at 126 East 56th
Page 7 of 19 Pages
<PAGE> 8
Street, 25th Floor, New York, New York 10022. The principal business of Granite
International is the rendering of investment advisory and other financial
services. The business address of both Eisenberg and Harrison, each of whom is a
United States citizen, is at the office of Granite International at 126 East
56th Street, 25th Floor, New York, New York 10022.
Riverside is a Florida corporation having both its principal business
and principal office address at 1630 SE 17th Street Causeway, Suite 204, Fort
Lauderdale, Florida 33316-1735. The principal business of Riverside is to
provide investment advisory services to, and to invest on behalf of,
discretionary investment accounts pursuant to the terms of written contracts.
Thomas J. Ryan ("RYAN"), Koach and Stephen Massey ("MASSEY") are the President,
Vice-President and Vice President, respectively, of Riverside and each is a
director of Riverside.
The present principal occupation of both Koach and Ryan is to act as an
executive officer of Riverside. The present principal occupation of Massey is to
act as President of Glenriver, Inc., the principal business of which is to
manage alternative fixed income funds for institutional investors. The principal
address of Glenriver, Inc. is 1630 S.E. 17th Street Causeway, Fort Lauderdale,
Florida 33316-1735.
The business address of both of Koach and Ryan is at the offices of
Riverside, 1630 SE 17th Street Causeway, Suite 204, Fort Lauderdale, Florida
33316-1735. The business address of Massey is at the offices of Glenriver, Inc.,
1630 SE 17th Street Causeway,
Page 8 of 19 Pages
<PAGE> 9
Fort Lauderdale, Florida 33316-1735. Each of Koach, Ryan and Massey is a United
States citizen.
The present principal occupation of Carl Santangelo is to act, through
a professional association, as an attorney. The business address of Carl
Santangelo is 3000 North Federal Highway, Building 2, Suite 200, Fort
Lauderdale, Florida 33306. Olga Santangelo is not employed and her residence
address is 2864 N.E. 25th Street, Fort Lauderdale, Florida 33305. Both Carl and
Olga Santangelo are United States citizens.
None of the persons described in this Item 2 has, during the last five
years, been (i) convicted in a criminal proceeding, or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock of the Issuer beneficially owned,
respectively, by the Filing Persons and by Eisenberg, Harrison, Ryan and Massey
(collectively with the Filing Persons, the "REPORTING PERSONS"), and the shares
of $3.25 Convertible Exchangeable Class C Preferred Stock, Series 2 ("PREFERRED
STOCK") owned beneficially by Riverside as hereinafter reported, were all
purchased in the open market through brokerage transactions.
Page 9 of 19 Pages
<PAGE> 10
The net investment cost (including commissions, if any) of the shares
of Common Stock beneficially owned directly by Granite Capital is approximately
$3,062,000.
The net investment cost (excluding commissions, if any) of the shares
of Common Stock and the shares of Preferred Stock beneficially owned directly by
Riverside is approximately $955,746 and $12,259,131, respectively.
The net investment cost (including commissions, if any) of the shares
of Common Stock beneficially owned directly by Koach and Ryan is approximately
$310,875 and $57,735, respectively.
The net investment cost (including commissions, if any) of the shares
of Common Stock jointly beneficially owned directly by the Santangelos is
approximately $85,700.
The shares of Common Stock purchased by Granite Capital were purchased
with working capital.
The shares of Common Stock and Preferred Stock purchased by Riverside
were purchased with funds made available through the investment accounts that
Riverside manages.
The shares of Common Stock purchased by Koach, Ryan and the
Santangelos, respectively, were all purchased with private funds and the shares
of Common Stock purchased by Koach and the Santangelos, respectively, (with the
exception of 5,352 shares of Common Stock held in Koach's IRA account) were
purchased on margin.
The margin transactions of Koach and Ryan are with Morgan Keegan &
Company, Inc. on such firm's usual terms and conditions.
The margin transactions of the Santangelos are with Essex
Page 10 of 19 Pages
<PAGE> 11
Capital Markets, Inc. (clearing agent for Bear, Stearns Securities Corp.) on
such firm's usual terms and conditions.
All or part of the shares of Common Stock beneficially owned by Granite
Capital, all or part of the shares of Common Stock beneficially owned by Koach
and Ryan, respectively, and all or part of the shares of Common Stock jointly
beneficially owned by the Santangelos, may from time to time be pledged with one
or more banking institutions or brokerage firms as collateral for loans made by
such bank(s) or brokerage firm(s). Such loans customarily bear interest at a
rate based upon the broker's call rate in effect from time to time. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The Filing Persons are filing this Schedule 13D because, as a result of
certain matters reported under Item 6 below, they may be deemed to constitute a
"group" under Rule 13d-5 promulgated under the Securities Exchange Act of 1934,
as amended ("RULE 13d-5").
The shares of Common Stock acquired by Granite Capital, Riverside,
Koach, Ryan and the Santangelos, and the shares of Preferred Stock acquired by
Riverside, were all acquired in the open market through brokerage transactions
in the ordinary course of business and were all made solely as an investment and
not for the purpose of acquiring control of the Issuer. Although the shares of
Common Stock and Preferred Stock, as applicable,
Page 11 of 19 Pages
<PAGE> 12
purchased by the Reporting Persons were acquired for investment purposes, some
or all of the Reporting Persons may pursue discussions with the Issuer's
management in the future to consider various possible actions with respect to
the Issuer that might maximize value for the Issuer's shareholders. Each
Reporting Person reserves the right to make purchases, or further purchases, of
shares of Common Stock, and/or Preferred Stock, from time to time in the open
market or otherwise and to dispose of any or all of the shares of Common Stock
and/or Preferred Stock held by him or it at any time. Each Reporting Person's
determination with respect to the foregoing possibilities will depend upon the
performance of the Issuer's management and other factors, including, but not
limited to, some or all of the following: market activity in shares of Common
Stock and Preferred Stock, the Reporting Person's evaluation of the Issuer and
its prospects, the Reporting Person's analysis of the industries in which the
Issuer operates, general market and economic conditions, and the availability of
financing for any of such possible actions.
None of the Reporting Persons has any present plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D except to the extent described
in Item 6 hereof, to which reference is hereby made. Each Reporting Person may,
at any time and from time to time, review or reconsider its or his position and
formulate plans or proposals with respect thereto, but have no present intention
of doing so.
Page 12 of 19 Pages
<PAGE> 13
Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Persons beneficially own the following
amounts of Common Stock of the Issuer:
Granite Capital is the direct owner of 319,220 shares of Common Stock.
Neither Eisenberg or Harrison directly owns any shares of Common Stock.
However, under the rules promulgated by the Securities and Exchange Commission
("SEC RULES"), each of Eisenberg and Harrison may be deemed to indirectly
beneficially own 319,220 shares of Common Stock by virtue of their respective
positions as general partners of Granite Capital. In addition, Eisenberg and
Harrison are, respectively, the Secretary and President of Granite Advisory
Corp. ("GRANITE ADVISORY"), a Delaware corporation that is the general partner
of Granite International, and each of them is a co-chairman of Granite
International. Granite International, in turn, provides discretionary investment
advisory services pursuant to a contract with Granite Capital Overseas Hedged
Equity Fund Ltd. ("GRANITE OVERSEAS"), an offshore investment corporation.
Granite Overseas is the beneficial owner of 23,000 shares of Common Stock. Under
the SEC Rules, each of Eisenberg and Harrison may be deemed to be an indirect
beneficial owner of the 23,000 shares of Common Stock beneficially owned by
Granite Overseas as the result of their respective relationships with Granite
Advisory and Granite International.
Riverside is the beneficial owner of 165,345 shares of Common Stock and
364,400 shares of Preferred Stock that it holds in
Page 13 of 19 Pages
<PAGE> 14
discretionary investment accounts and over which it has sole voting and
investment authority. Since the aforesaid 364,400 shares of Preferred Stock are
convertible into a total of 1,577,487 shares of Common Stock, Riverside may be
deemed, under SEC Rules, to be the beneficial owner of an aggregate of 1,742,832
shares of Common Stock.
Ryan and Koach are the direct owners of 6,247 shares and 73,175 shares
of Common Stock, respectively. Mr. Massey does not own any shares of Common
Stock directly. By virtue of their respective positions as executive officers
and directors of Riverside, each of Ryan, Koach and Massey may be deemed, under
SEC Rules, to be the indirect beneficial owner of all 1,742,832 shares of Common
Stock beneficially owned by Riverside.
The Santangelos are the direct joint owners of 9,133 shares of Common
Stock.
By virtue of the understanding among them described in Item 6 below,
the Filing Persons may be deemed to constitute a "group" under Rule 13d-5. The
Filing Persons, in the aggregate, beneficially own, directly and indirectly, a
total of 2,144,360 shares of Common Stock constituting 14.57% of the 14,714,188
outstanding shares of Common Stock of the Issuer (based upon the Issuer's
statement of the number of outstanding shares of Common Stock, as of November 8,
1996, in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 1996 and assuming, for purposes of such calculation, the
conversion into Common Stock of all shares of Preferred Stock held by
Riverside).
Page 14 of 19 Pages
<PAGE> 15
Each Reporting Person disclaims beneficial ownership of shares of
Common Stock that are, or may deemed to be, beneficially owned by or on behalf
of any other person, to the extent beneficial ownership by such Reporting Person
of such shares of Common Stock may result from such other person's being deemed
to be a member of a group, for purposes of Rule 13d-5, with such Reporting
Person.
(c) There have been no transactions by any of the Reporting Persons in
the Common Stock (or Preferred Stock) within the last sixty days.
(d) No other person is known to have the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by the Reporting Persons,
respectively. However, the shares of Common Stock beneficially owned by
Riverside are owned on behalf of investment accounts pursuant to written
contracts with Riverside. Upon termination of any such contract, all shares held
for such account, and all authority to vote and dispose of such shares, would
revert to the entity for whom such investment account is maintained.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except to the extent described in Item 5 and in this Item 6 below (and
the Joint Filing Statement attached as Exhibit 1 hereto), there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and
Page 15 of 19 Pages
<PAGE> 16
between any of such Reporting Persons and any other person with respect to any
securities of the Issuer (including, but not limited to, any contract,
arrangement, understanding or relationship involving the transfer or voting of
any securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.)
Pursuant to an understanding among them, (i) Granite Capital, (ii) the
Santangelos, jointly, and (iii) Riverside, jointly with Koach, have each
submitted to the Issuer a proposal for shareholder approval at the Issuer's next
annual meeting of shareholders and each of such proponents currently intends to
vote all of the shares of Common Stock held by it, him or her in favor of such
proposals.
The proposal submitted by Granite Capital is that the stockholders of
the Issuer recommend that as soon as practicable, the Issuer's Board of
Directors (the "BOARD") take all steps within its legal power and in accordance
with applicable law as are necessary to declassify the Board for the purpose of
director elections, such declassification to be effected in a manner that does
not affect the unexpired terms of directors of the Issuer previously elected.
The proposal submitted jointly by Riverside and Koach is that the
stockholders of the Issuer recommend that as soon as practicable the Board take
all steps within its legal power and in accordance with applicable law as are
necessary to institute
Page 16 of 19 Pages
<PAGE> 17
cumulative voting in the election of directors.
The proposal submitted jointly by the Santangelos is that the By-laws
of the Issuer be amended to prohibit, commencing with directors to be elected at
the Issuer's 1998 annual meeting of stockholders, the election of any individual
above the age of seventy as a director of the Issuer.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint statements on Schedule 13D as required by Rule
13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: January 15, 1997
GRANITE CAPITAL L.P.
By:/s/Walter F. Harrison, III
---------------------------------
Walter F. Harrison, III
General Partner
By:/s/Lewis M. Eisenberg
---------------------------------
Lewis M. Eisenberg
General Partner
Page 17 of 19 Pages
<PAGE> 18
RIVERSIDE CAPITAL ADVISORS, INC.
By:/s/Thomas J. Ryan
---------------------------------
Thomas J. Ryan, President
/s/Glenn Koach
---------------------------------
GLENN KOACH
/s/Carl Santangelo
---------------------------------
CARL SANTANGELO
/s/Olga Santangelo
---------------------------------
OLGA W. SANTANGELO
Page 18 of 19 Pages
<PAGE> 1
EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(f)(1)(iii)
The undersigned acknowledge and agree that the foregoing
Statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this Statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: January 15, 1997
GRANITE CAPITAL L.P.
By:/s/Walter F. Harrison, III
---------------------------------
Walter F. Harrison, III
General Partner
By:/s/Lewis M. Eisenberg
---------------------------------
Lewis M. Eisenberg
General Partner
RIVERSIDE CAPITAL ADVISORS, INC.
By:/s/Thomas J. Ryan
---------------------------------
Thomas J. Ryan, President
/s/Glenn Koach
---------------------------------
GLENN KOACH
/s/Carl Santangelo
---------------------------------
CARL SANTANGELO
/s/Olga Santangelo
---------------------------------
OLGA W. SANTANGELO
Page 19 of 19 Pages
