UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A1
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
National Data Corporation
(Name of Issuer)
Common Stock, Par Value $0.125
(Title of Class of Securities)
635621105
(CUSIP Number)
Stephen J. Carl, Esq.
1100 Chase Square
Rochester, New York 14604
(716) 325-6880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 2000
(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 [x].
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).
1 This Schedule 13D/A amends the Schedule 13D filed by Manning & Napier
Advisors, Inc. and William Manning on March 28, 2000.
SCHEDULE 13D
CUSIP No. 635621105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manning & Napier Advisors, Inc. IRS #16-0995736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
New York
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Shares
Beneficially Owned
By each Reporting
Person with: . . . 7 SOLE VOTING POWER 1,803,108
------------------ -- ------------------------ ---------
8 SHARED VOTING POWER -0-
-- ------------------------ ---------
9 SOLE DISPOSITIVE POWER 2,015,683
-- ------------------------ ---------
10 SHARED DISPOSITIVE POWER -0-
-- ------------------------ ---------
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,015,683
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
<PAGE>
CUSIP No. 635621105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Manning SS ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 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
New York
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Shares
Beneficially Owned
By each Reporting
Person with: . . . 7 SOLE VOTING POWER 2,003,108
------------------ -- ------------------------ ---------
8 SHARED VOTING POWER -0-
-- ------------------------ ---------
9 SOLE DISPOSITIVE POWER 2,215,683
-- ------------------------ ---------
10 SHARED DISPOSITIVE POWER -0-
-- ------------------------ ---------
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,215,683
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
IN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 635621105
Item 1. Security and Issuer
The securities to which this statement relates are the shares of common
stock, $0.125 per share par value (the "Shares"), of National Data Corporation,
a Georgia corporation (the "Company"). The principal executive offices of the
Company are located at National Data Plaza, Atlanta, Georgia 30329-2010
Item 2. Identity and Background
(a), (b) and (c) This statement is being filed by the following persons:
Manning & Napier Advisors, Inc. ("MNA"), a New York Corporation, and William
Manning. MNA and Mr. Manning are sometimes individually referred to herein as a
"Reporting Person" and collectively as the "Reporting Persons".
MNA is a registered investment adviser and is principally engaged in the
business of providing investment management services to various clients (the
"Clients") who consist of pension funds, corporations, individuals, and other
private investment accounts. MNA also provides investment management services
to Clients of Exeter Trust Company, a New Hampshire chartered trust company
("Exeter Trust"), to the Exeter Fund, Inc., a mutual fund company ("Exeter
Fund"), and Clients of Manning & Napier Advisory Advantage Corporation, a
registered investment adviser ("AAC"). The business address and principal
executive offices of MNA are 1100 Chase Square, Rochester, New York 14604.
Mr. Manning is the President of MNA and his business address is 1100 Chase
Square, Rochester, New York 14604. Mr. Manning also is the majority shareholder
of MNA. In addition, Mr. Manning is President of Exeter Fund, a Managing Member
of Manning & Napier Capital, LLC, which is the majority shareholder of Exeter
Trust, and the majority shareholder of AAC.
Fonda L. Herrick is the Corporate Secretary of MNA and her business address
is 1100 Chase Square, Rochester, New York 14604.
B. Reuben Auspitz is the Executive Vice President/Director of MNA and
business address is 1100 Chase Square, Rochester, New York 14604.
Jeffrey A. Herrmann is the Director of MNA and his business address is 1100
Chase Square, Rochester, New York 14604.
Beth Ann H. Galusha is the Chief Financial Officer of MNA and her business
address is 1100 Chase Square, Rochester, New York 14604.
Francis J. Ward is the Sr. Vice President of MNA and his business address
is 1100 Chase Square, Rochester, New York 14604.
The shares to which this Schedule 13D relates are owned directly by the
Clients of MNA, Clients of AAC, Clients of Exeter Trust, one or more Series of
the Exeter Fund and/or by Mr. Manning, individually.
(d) and (e) During the last five years, none of the persons identified in
this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to any 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 violations with respect to
such laws.
<PAGE>
(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.
The aggregate purchase price of the 1,791,133 Shares owned beneficially by
Clients of MNA was $61,476,895.48 inclusive of brokerage commissions.
The aggregate purchase price of the 114,625 Shares owned beneficially by Clients
of Exeter Trust was $3,528,897.69 inclusive of brokerage commissions.
The aggregate purchase price of the 21,425 Shares owned beneficially by Exeter
Fund was $1,184,317.05 inclusive of brokerage commissions.
The aggregate purchase price of the 88,500 Shares owned beneficially by the
Clients of AAC was $2,746,867.94 inclusive of brokerage commissions.
The aggregate purchase price of the 200,000 Shares owned directly by Mr.
Manning, individually, was $6,761,375.00 inclusive of brokerage commissions.
The Reporting Persons have acquired shares of Common Stock from time to time in
open market transactions. In all cases, the Common stock was purchased with
funds obtained from the Clients of MNA, funds obtained from the Clients of AAC,
Clients of Exeter Trust funds from one or more Series of Exeter Fund and/or Mr.
Manning.
Item 4. Purpose of Transaction.
From time to time, MNA has acquired Shares in the ordinary course of
business for investment purposes and has held Shares in such capacity.
On October 6, 1999, representatives of MNA met with management of the
Company to discuss the Company's performance since the inception of MNA's
investment in late 1997. In particular, MNA expressed its views concerning
potential alternatives that it believed management should consider to maximize
value for all shareholders of the Company. Following this meeting by a letter
dated December 15, 1999 (a copy of which was attached as an exhibit to the
Schedule 13D filed on December 21, 1999), MNA requested that the Company explore
strategic alternatives for maximizing shareholder value, including a sale,
spin-off, or split-off of some or all of the Company's business units.
In addition to the foregoing, MNA may consider the feasibility and
advisability of various alternative courses of action with respect to its
investment in the Company, and MNA reserves the right, subject to applicable
law, (i) to hold its Shares as a passive investor or as an active investor
(whether or not as a member of a "group" with other beneficial owners of Shares
or otherwise), (ii) to acquire beneficial ownership of additional Shares in the
open market, in privately negotiated transactions or otherwise, (iii) to dispose
of all or part of its holdings of Shares, (iv) to take other actions which could
involve one or more of the types of transactions or have on or more of the
results described in Item 4 of this Schedule 13D, or (v) to change its intention
with respect to any or all of the matters referred to in this Item 4. MNA's
decisions and actions with respect to such possibilities will depend upon a
number of factors, including, but not limited to, the actions of the Company,
market activity in the Shares, an evaluation of the Company and its prospects,
general market and economic conditions, conditions specifically affecting MNA
and other factors which MNA may deem relevant to its investment decisions.
<PAGE>
Except as set forth herein, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting Persons as to
the acquisition, disposition, voting or holding of Shares. Except as set forth
herein, no Reporting Person has any present plan or proposal that would result
in or relate to any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest In Securities of Issuer.
(a) and (b) As of June 12, 2000, the Clients of MNA, the series of the Exeter
Fund, the Clients of Exeter Trust and the Clients of AAC, owned beneficially
1,791,133, 21,425, 114,625, and 88,500 Shares, respectively, representing
approximately 5.5%, 0.1%, 0.3%, and 0.3%, respectively, the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended February 29, 2000 (the "Form 10-Q").
As of June 12, 2000, MNA in its capacity as investment manager had sole
voting power with respect to 1,803,108 Shares owned beneficially by the Clients
of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series of the
Exeter Fund, representing approximately 5.5% of the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Form 10-Q.
As of June 12, 2000, MNA in its capacity as investment manager had sole
dispositive power with respect to 2,015,683 Shares owned beneficially by the
Clients of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series
of the Exeter Fund, representing approximately 6.1% of the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Form 10-Q.
As of June 12, 2000, Mr. Manning, as President and the majority shareholder
of MNA, had sole voting power with respect to 2,003,108 Shares owned
beneficially by MNA, representing approximately 6.1 % of the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Form 10-Q.
As of June 12, 2000, Mr. Manning, as President and the majority shareholder
of MNA, had sole dispositive power with respect to 2,015,683 Shares owned
beneficially by MNA, representing approximately 6.1 % of the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Form 10-Q.
As of June 12, 2000, Mr. Manning, in his individual capacity, had sole
voting and dispositive power with respect to 200,000 Shares owned directly by
Mr. Manning, representing approximately 0.6 % of the 32,779,024 Shares
outstanding as of April 10, 2000, as reported in the Form 10-Q.
(c) Information with respect to all transactions in the Shares beneficially
owned by the Reporting Persons which were effected during the past sixty days is
set forth in Schedule A hereto and incorporated herein by reference.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or losses, or the giving or withholding of
proxies.
<PAGE>
SIGNATURES
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.
Dated: June 14, 2000
By: Manning & Napier Advisors, Inc.
By: William Manning
/s/William Manning
William Manning
President
By: William Manning
/s/William Manning
William Manning, individually
<PAGE>
Schedule A
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
DURING THE PAST SIXTY DAYS
AAC = Manning & Napier Advisory Advantage Corporation
MNA = Manning & Napier Advisors, Inc.
WM = William Manning
EF = Exeter Fund, Inc.
ETC = Exeter Trust Company
<TABLE>
<CAPTION>
Number of Shares
Settlement of Common Stock Price
Date Purchased /1/ Per Share Ownership
04/13/2000 100 26.56250 AAC
04/13/2000 325 27.31250 AAC
04/14/2000 1,350 27.37500 MNA
04/18/2000 125 28.00000 AAC
04/19/2000 125 27.68750 MNA
04/19/2000 125 26.18750 AAC
04/20/2000 500 25.93750 MNA
04/24/2000 200 28.25000 MNA
04/24/2000 1,500 28.31250 MNA
04/24/2000 75 26.00000 AAC
04/25/2000 225 27.75000 MNA
04/25/2000 75 27.75000 MNA
04/25/2000 525 27.75000 MNA
04/26/2000 75 27.06250 MNA
04/26/2000 150 27.00000 MNA
04/26/2000 75 27.06250 MNA
04/26/2000 100 27.06250 MNA
04/27/2000 100 27.31250 MNA
04/27/2000 50 28.00000 MNA
04/27/2000 1,200 27.31250 MNA
04/27/2000 50 27.68750 AAC
05/02/2000 3,900 27.50000 MNA
05/02/2000 75 27.68750 MNA
05/02/2000 125 27.68750 AAC
05/02/2000 200 27.87500 AAC
05/03/2000 50 27.68750 MNA
05/03/2000 300 27.93750 AAC
05/04/2000 325 27.43750 MNA
05/04/2000 950 27.56250 MNA
05/04/2000 275 27.43750 MNA
05/05/2000 250 26.93750 MNA
05/05/2000 100 27.18750 MNA
05/08/2000 400 27.06250 MNA
05/09/2000 75 27.00000 AAC
05/09/2000 2,050 26.56250 AAC
05/09/2000 500 27.00000 MNA
05/10/2000 175 27.18750 MNA
05/10/2000 2,450 27.09820 MNA
05/10/2000 400 26.93750 MNA
05/11/2000 50 26.75000 MNA
05/11/2000 100 26.75000 AAC
05/12/2000 125 26.68750 MNA
05/12/2000 50 25.75000 AAC
05/15/2000 175 25.62500 AAC
05/15/2000 100 25.50000 MNA
05/15/2000 25 25.31250 EF
05/17/2000 175 25.18750 MNA
05/17/2000 150 25.18750 MNA
05/17/2000 225 25.18750 MNA
05/18/2000 100 25.50000 MNA
05/18/2000 400 25.50000 MNA
05/19/2000 150 25.50000 MNA
05/22/2000 250 25.31250 MNA
05/22/2000 100 25.37500 MNA
05/22/2000 24,000 25.12500 MNA
05/25/2000 150 23.37500 MNA
05/25/2000 50 23.81250 MNA
05/26/2000 50 23.43750 AAC
05/30/2000 125 22.75000 MNA
05/30/2000 175 22.68750 AAC
<S> <C> <C> <C>
</TABLE>
/1/ All transactions were effected through the New York Stock Exchange.
<PAGE>
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
DURING THE PAST SIXTY DAYS
AAC = Manning & Napier Advisory Advantage Corporation
MNA = Manning & Napier Advisors, Inc.
WM = William Manning
EF = Exeter Fund, Inc.
ETC = Exeter Trust Company
<TABLE>
<CAPTION>
Number of Shares
Settlement of Common Stock Price
Date Sold /1/ Per Share Ownership
04/13/2000 300 26.50000 MNA
04/13/2000 25 28.37500 MNA
04/13/2000 350 28.12500 AAC
04/13/2000 150 28.12500 AAC
04/13/2000 125 26.50000 MNA
04/14/2000 200 26.68750 MNA
04/14/2000 100 26.75000 MNA
04/14/2000 25 26.93750 MNA
04/17/2000 25 28.18750 MNA
04/17/2000 25 28.18750 MNA
04/17/2000 325 28.06250 MNA
04/17/2000 75 27.68750 AAC
04/20/2000 75 24.75000 MNA
04/26/2000 150 27.31250 MNA
04/26/2000 700 27.06250 AAC
04/27/2000 300 27.31250 MNA
04/27/2000 400 27.18750 MNA
04/28/2000 25 29.87500 MNA
05/01/2000 8,400 29.01340 MNA
05/04/2000 400 27.31250 MNA
05/04/2000 25 27.37500 MNA
05/04/2000 25 27.75000 MNA
05/05/2000 5,800 27.01620 MNA
05/05/2000 50 27.06250 AAC
05/05/2000 25 27.00000 MNA
05/08/2000 525 27.00000 AAC
05/09/2000 1,700 26.57340 MNA
05/09/2000 300 26.68750 MNA
05/09/2000 2,900 26.57340 MNA
05/11/2000 100 26.75000 MNA
05/11/2000 150 26.62500 AAC
05/11/2000 75 26.62500 AAC
05/11/2000 50 26.81250 MNA
05/12/2000 200 26.75000 MNA
05/15/2000 25 25.31250 AAC
05/17/2000 175 25.12500 MNA
05/17/2000 50 25.00000 MNA
05/17/2000 175 25.37500 MNA
05/17/2000 8,750 25.16610 MNA
05/17/2000 3,800 25.16610 MNA
05/17/2000 3,250 25.16610 MNA
05/17/2000 725 25.31250 MNA
05/17/2000 100 25.06250 MNA
05/18/2000 75 25.06250 MNA
05/19/2000 25 25.56250 MNA
05/19/2000 950 25.62500 MNA
05/19/2000 250 25.56250 MNA
05/22/2000 8,750 25.13810 MNA
05/22/2000 3,800 25.13810 MNA
05/22/2000 3,250 25.13810 MNA
05/22/2000 700 25.50000 MNA
05/23/2000 225 24.62500 MNA
05/24/2000 400 23.12500 MNA
05/24/2000 25 23.12500 AAC
05/25/2000 1,050 23.62500 EF
05/26/2000 300 23.06250 MNA
05/26/2000 100 23.00000 AAC
05/26/2000 3,600 23.30550 MNA
05/30/2000 100 22.62500 MNA
05/30/2000 5,500 22.68750 MNA
05/31/2000 75 23.07360 MNA
05/31/2000 250 23.07360 MNA
05/31/2000 125 23.07360 MNA
05/31/2000 125 23.07360 MNA
05/31/2000 600 23.07360 MNA
05/31/2000 275 22.75000 MNA
05/31/2000 200 23.07360 MNA
05/31/2000 1,000 23.07360 MNA
05/31/2000 28,000 23.07360 MNA
05/31/2000 5,000 23.07360 MNA
05/31/2000 600 23.07360 MNA
05/31/2000 5,600 23.07360 MNA
05/31/2000 600 23.07360 MNA
05/31/2000 500 23.07360 MNA
05/31/2000 25 23.07360 MNA
05/31/2000 25 23.07360 MNA
05/31/2000 200 23.07360 MNA
05/31/2000 150 23.07360 MNA
05/31/2000 150 23.07360 MNA
05/31/2000 900 23.07360 MNA
05/31/2000 2,000 23.07360 MNA
05/31/2000 450 23.07360 MNA
05/31/2000 600 23.07360 MNA
05/31/2000 75 23.07360 MNA
05/31/2000 250 23.07360 MNA
05/31/2000 950 23.07360 MNA
05/31/2000 4,600 23.07360 MNA
05/31/2000 750 23.07360 MNA
05/31/2000 200 23.07360 MNA
05/31/2000 1,300 23.07360 MNA
05/31/2000 150 23.07360 MNA
05/31/2000 250 23.07360 MNA
05/31/2000 425 23.07360 MNA
05/31/2000 17,200 23.07360 MNA
05/31/2000 450 23.12500 MNA
05/31/2000 850 23.07360 MNA
05/31/2000 500 23.07360 MNA
05/31/2000 50 23.07360 MNA
05/31/2000 450 23.07360 MNA
05/31/2000 200 23.07360 MNA
05/31/2000 225 23.07360 MNA
05/31/2000 1,500 23.07360 MNA
05/31/2000 750 23.07360 MNA
05/31/2000 400 23.07360 MNA
05/31/2000 50 23.07360 MNA
05/31/2000 16,400 23.07360 MNA
05/31/2000 100 23.07360 MNA
05/31/2000 200 23.07360 MNA
05/31/2000 650 23.07360 MNA
05/31/2000 1,500 23.07360 MNA
05/31/2000 550 23.07360 MNA
05/31/2000 300 23.07360 MNA
05/31/2000 1,200 23.07360 MNA
05/31/2000 250 22.87500 AAC
05/31/2000 50 23.25000 AAC
05/31/2000 50 22.87500 AAC
05/31/2000 75 23.18750 AAC
05/31/2000 400 23.07360 MNA
05/31/2000 400 23.07360 MNA
05/31/2000 600 22.93750 MNA
06/01/2000 1,100 22.18750 MNA
06/01/2000 125 22.50000 MNA
06/01/2000 2,600 22.00000 MNA
06/01/2000 150 22.18750 MNA
06/01/2000 150 22.18750 MNA
06/02/2000 150 22.87500 MNA
06/02/2000 1,000 22.87500 MNA
06/02/2000 950 22.87500 MNA
06/02/2000 675 22.87500 MNA
06/02/2000 450 22.87500 MNA
06/02/2000 100 22.87500 MNA
06/02/2000 475 22.87500 MNA
06/02/2000 100 22.87500 MNA
06/02/2000 100 22.87500 MNA
06/02/2000 1,600 22.87500 MNA
06/02/2000 6,300 22.87500 MNA
06/02/2000 75 22.87500 MNA
06/02/2000 700 22.75000 MNA
06/02/2000 1,200 22.87500 MNA
06/02/2000 300 22.87500 MNA
06/02/2000 200 22.87500 MNA
06/02/2000 225 22.87500 MNA
06/02/2000 150 22.87500 MNA
06/02/2000 700 22.87500 MNA
06/02/2000 100 22.87500 MNA
06/02/2000 850 22.87500 MNA
06/02/2000 100 22.68750 AAC
06/05/2000 7,000 22.43750 MNA
06/05/2000 750 22.12500 MNA
06/05/2000 50 22.31250 AAC
06/06/2000 100 22.04690 MNA
06/06/2000 700 22.04690 MNA
06/06/2000 4,500 22.04690 MNA
06/06/2000 1,300 22.04690 MNA
06/06/2000 3,300 22.04690 MNA
06/06/2000 100 22.04690 MNA
06/06/2000 500 22.04690 MNA
06/06/2000 350 21.93750 MNA
06/06/2000 100 22.04690 MNA
06/06/2000 4,600 22.04690 MNA
06/06/2000 800 22.04690 MNA
06/06/2000 100 21.93750 AAC
06/06/2000 100 21.93750 AAC
06/06/2000 75 21.93750 AAC
06/06/2000 300 21.93750 MNA
06/07/2000 150 22.46770 MNA
06/07/2000 250 22.46770 MNA
06/07/2000 250 22.18750 MNA
06/07/2000 125 22.46770 MNA
06/07/2000 1,300 22.46770 MNA
06/07/2000 350 22.46770 MNA
06/07/2000 400 22.46770 MNA
06/07/2000 500 22.46770 MNA
06/07/2000 1,500 22.46770 MNA
06/07/2000 25 22.46770 MNA
06/07/2000 350 22.46770 MNA
06/07/2000 650 22.46770 MNA
06/07/2000 50 22.46770 MNA
06/07/2000 3,400 22.25000 MNA
06/07/2000 100 22.18750 MNA
06/07/2000 150 22.46770 MNA
06/07/2000 600 22.46770 MNA
06/07/2000 225 22.46770 AAC
06/07/2000 550 22.46770 AAC
06/07/2000 550 22.46770 AAC
06/07/2000 1,125 22.46770 AAC
06/07/2000 42 22.18750 AAC
06/07/2000 200 22.50000 AAC
06/07/2000 50 22.50000 AAC
06/07/2000 4,800 22.35550 MNA
06/07/2000 250 22.46770 MNA
06/08/2000 25 21.94940 MNA
06/08/2000 350 21.94940 MNA
06/08/2000 25 21.94940 MNA
06/08/2000 1,700 21.94940 MNA
06/08/2000 8,400 21.94940 MNA
06/09/2000 4,600 22.00730 MNA
06/09/2000 3,600 22.00730 MNA
06/09/2000 4,400 22.00730 MNA
06/09/2000 1,300 22.00730 MNA
06/09/2000 450 22.00730 MNA
06/09/2000 9,800 22.00730 MNA
06/09/2000 250 22.00730 MNA
06/09/2000 450 22.00730 MNA
06/09/2000 19,300 22.00730 MNA
06/09/2000 200 22.00730 MNA
06/09/2000 650 22.00730 MNA
06/09/2000 700 22.00730 MNA
06/09/2000 650 22.00730 MNA
06/09/2000 400 22.00730 MNA
06/09/2000 500 22.00730 MNA
06/09/2000 50 22.00730 MNA
06/09/2000 650 22.00730 MNA
06/09/2000 150 22.00730 MNA
06/09/2000 400 22.00730 MNA
06/09/2000 4,300 22.00730 MNA
06/09/2000 6,700 22.00730 MNA
06/09/2000 1,300 22.00730 MNA
06/09/2000 100 22.00730 MNA
06/09/2000 150 22.00730 MNA
06/09/2000 800 22.00730 MNA
06/09/2000 3,400 22.00730 MNA
06/09/2000 150 22.00730 MNA
06/09/2000 100 22.00000 AAC
06/09/2000 25 22.00730 AAC
06/09/2000 4,600 22.00730 MNA
06/09/2000 1,675 22.00730 MNA
06/09/2000 625 22.00730 MNA
06/09/2000 1,300 22.00730 MNA
06/09/2000 26,375 22.00730 EF
06/12/2000 175 21.37500 AAC
06/12/2000 1,650 21.31250 MNA
<S> <C> <C> <C>
</TABLE>
/1/ All transactions were effected through the New York Stock Exchange.
