UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)
MAXXAM Inc.
(Name of Issuer)
Common Stock,
par value $.50 per share
(Title of Class of Securities)
577913-10-6
(CUSIP Number)
Timothy J. Neumann
Federated Development Inc.
5847 San Felipe, Suite 2600
Houston, Texas 77057
(713) 975-7600
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 8, 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(e), 13d-1(f) or 13d-1(g), check the following
box / /.
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Federated Development Company
2) Check the Appropriate (a) /X/
Box if a Member of a (b) / /
Group
3) SEC Use Only
4) Source of Funds WC, AF
5) Check Box if Disclosure Not applicable
of Legal Proceedings is
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Texas
Organization
Number of Shares Beneficially 7) Sole Voting None
Owned by Each Reporting Power
Person With
8) Shared Voting 2,411,857*
Power
9) Sole Dispositive None
Power
10) Shared 2,411,857*
Dispositive
Power
11) Aggregate Amount 2,411,857*
Beneficially Owned by
Each Reporting Person
12) Check Box if the / /
Aggregate Amount in Row
(11) Excludes Certain
Shares
13) Percent of Class 31.8%
Represented by Amount in
Row (11)
14) Type of Reporting Person CO
- ---------------
* Includes (i) options for 21,029 shares of Common Stock, par value $.50
("Common Stock"), of MAXXAM Inc. (the "Company") held by Federated
Development Inc. ("FDI"), a wholly owned subsidiary of Federated
Development Company ("Federated"), and (ii) 661,377 shares of Common
Stock that FDI may acquire on a share-for-share basis upon conversion of
Class A $.05 Non-Cumulative Participating Convertible Preferred Stock
("Preferred Stock") of the Company held by FDI.
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Federated Development Inc.
2) Check the Appropriate Box (a) /X/
if a Member of a Group (b) / /
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of Not applicable
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Delaware
Organization
Number of Shares Beneficially 7) Sole Voting None
Owned by Each Reporting Person Power
With
8) Shared Voting 2,411,857*
Power
9) Sole None
Dispositive
Power
10) Shared 2,411,857*
Dispositive
Power
11) Aggregate Amount 2,411,857*
Beneficially Owned by Each
Reporting Person
12) Check Box if the Aggregate / /
Amount in Row (11) Excludes
Certain Shares
13) Percent of Class 31.8%
Represented by Amount in
Row (11)
14) Type of Reporting Person CO
- ---------------
* Includes (i) options for 21,029 shares of Common Stock held by FDI, and
(ii) 661,377 shares of Common Stock that FDI may acquire on a
share-for-share basis upon conversion of Preferred Stock held by FDI.
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Federated Development
Investments, LLC
2) Check the Appropriate Box (a) /X/
if a Member of a Group (b) / /
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of Not applicable
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Texas
Organization
Number of Shares Beneficially 7) Sole Voting None
Owned by Each Reporting Person Power
With
8) Shared Voting 60,000
Power
9) Sole None
Dispositive
Power
10) Shared 60,000
Dispositive
Power
11) Aggregate Amount 60,000
Beneficially Owned by Each
Reporting Person
12) Check Box if the Aggregate / /
Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Less than 1%
Represented by Amount in
Row (11)
14) Type of Reporting Person OO
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Charles E. Hurwitz
S.S. or I.R.S.
Identification No. of
Above Person
2) Check the Appropriate Box (a) /X/
if a Member of a Group (b) / /
3) SEC Use Only
4) Source of Funds AF, PF
5) Check Box if Disclosure of Not applicable
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of United States
Organization
Number of Shares Beneficially 7) Sole Voting 1,082,469*
Owned by Each Reporting Person Power
With
8) Shared Voting 2,577,176**
Power
9) Sole 1,082,469*
Dispositive
Power
10) Shared 2,577,176**
Dispositive
Power
11) Aggregate Amount 3,659,645
Beneficially Owned by Each
Reporting Person
12) Check Box if the Aggregate / /
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class 47.5%
Represented by Amount in
Row (11)
14) Type of Reporting Person IN
- ---------------
* Includes (i) 77,564 shares of Common Stock that Mr. Hurwitz may
acquire on a share-for-share basis upon conversion of Preferred Stock
beneficially held by him, 1,064 shares of Preferred Stock of which he
holds directly and 76,500 shares of Preferred Stock of which Mr.
Hurwitz has the right to acquire pursuant to options exercisable
within 60 days of April 15, 2000, and (ii) 39,500 shares of Common
Stock of which Mr. Hurwitz has right to acquire pursuant to options
exercisable within 60 days of April 15, 2000.
** Includes (i) options for 21,029 shares of Common Stock held by FDI,
(ii) 661,377 shares of Common Stock that FDI may acquire on a
share-for-share basis upon conversion of Preferred Stock that FDI holds,
and (iii) 34,845 shares of Common Stock owned by Mr. Hurwitz's spouse,
of which Mr. Hurwitz disclaims beneficial ownership.
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Hurwitz Investment
Partnership L.P.
2) Check the Appropriate Box (a) /X/
if a Member of a Group (b) / /
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of Not applicable
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Texas
Organization
Number of Shares Beneficially 7) Sole Voting None
Owned by Each Reporting Person Power
With
8) Shared Voting 46,500
Power
9) Sole None
Dispositive
Power
10) Shared 46,500
Dispositive
Power
11) Aggregate Amount 46,500
Beneficially Owned by Each
Reporting Person
12) Check Box if the Aggregate / /
Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Less than 1%
Represented by Amount in
Row (11)
14) Type of Reporting Person PN
<PAGE>
Cusip No. 577913-10-6
1) Name of Reporting Person Hurwitz 1992 Investment
Partnership L.P.
2) Check the Appropriate Box (a) /X/
if a Member of a Group (b) / /
3) SEC Use Only
4) Source of Funds 00
5) Check Box if Disclosure of Not applicable
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Texas
Organization
Number of Shares Beneficially 7) Sole Voting None
Owned by Each Reporting Person Power
With
8) Shared Voting 76,021
Power
9) Sole None
Dispositive
Power
10) Shared 76,021
Dispositive
Power
11) Aggregate Amount 76,021
Beneficially Owned by Each
Reporting Person
12) Check Box if the Aggregate / /
Amount in Row (11) Excludes
Certain Shares
13) Percent of Class 1.1%
Represented by Amount in
Row (11)
14) Type of Reporting Person PN
<PAGE>
SCHEDULE 13D - AMENDMENT No. 28
The undersigned hereby amend their amended and restated Schedule 13D dated
December 30, 1997, relating to the Common Stock, par value $.50 (the "Common
Stock) of MAXXAM Inc., a Delaware corporation (the "Company"), as
set forth below. Notwithstanding such amendment, each prior text of the
Statement speaks as of the respective date thereof. The information presented
herein is as of April 15, 2000.
1. Item 2 of the Statement entitled "Identity and Background" is
hereby amended in its entirety to read as follows:
Item 2. Identity and Background.
(a) - (c) The Statement is being filed by a group consisting of Federated,
FDI, Federated Development Investments, LLC ("FDILLC"), Charles E. Hurwitz, the
Hurwitz Investment Partnership L.P. (the "Investment Partnership"), the Hurwitz
1992 Investment Partnership, L.P. (the "1992 Partnership" and collectively with
the Investment Partnership, the "Partnerships") (hereinafter collectively
referred to as the "Group").
Federated was a New York business trust which was converted into a Texas
corporation in December 1999. FDI is a Delaware corporation, the Partnerships
are Texas limited partnerships, and FDILLC is a Texas limited liability company,
all of which have their principal executive offices at 5847 San Felipe, Suite
2600, Houston, Texas 77057. Federated is wholly owned by Mr. Hurwitz and certain
members of his immediate family and trusts for the benefit thereof. FDI is a
wholly owned subsidiary of Federated. On November 30, 1995, Federated
transferred 1,669,451 shares of the Company's Common Stock to FDI along with
394.318 shares of the preferred stock of MCO Properties Inc. exchangeable for
71,175 shares of Common Stock. Federated is principally engaged in the
management of real estate loans and a portfolio of real estate properties.
Through FDI's ownership of a majority of the voting power of the Company,
Federated and FDI are also engaged in the businesses conducted by the Company,
including aluminum operations, forest products operations, real estate
management and development and racing operations.
Mr. and Mrs. Hurwitz each have a 4.32% general partnership interest and a
1% general partnership interest in the Investment Partnership and the 1992
Partnership, respectively. The Charles E. Hurwitz Grantor Retained Interest
Trust and the Barbara Hurwitz Grantor Retained Interest Trust each hold a 45.68%
limited partnership interest in the Investment Partnership. The Charles E.
Hurwitz 1992 Irrevocable Retained Annuity Trust and the Barbara Hurwitz 1992
Irrevocable Retained Annuity Trust each hold a 49% limited partnership interest
in the 1992 Partnership.
FDILLC is owned 79% by FDI and 21% by Mr. Hurwitz. FDI is the managing
member of FDILLC. On December 3, 1997, Mr. Hurwitz transferred 60,000 shares of
the Company's Common Stock to FDILLC. See Item 6 below.
Mr. Hurwitz is sole Director and President of Federated; President and a
director of FDI; and Chairman of the Board and Chief Executive Officer of the
Company.
Appendix A annexed hereto sets forth additional information with respect to
the residence or business address, present principal occupation or employment
and name, principal business and address of the organization in which such
employment is conducted of the executive officers and directors of Federated and
the executive officers and directors of FDI, including the individual members of
the Group.
(d) - (e) During the last five years, none of the members of the Group has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years none of the members of the Group was 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) The individual members of the Group are citizens of the United States.
2. Item 3 of the Statement entitled "Source and Amount of Funds or Other
Consideration" is hereby amended as follows:
a. The first, second and third paragraphs of Item 3 are hereby amended in
their entirety to read as follows:
As of April 15, 2000, the members of the Group beneficially owned an
aggregate of 3,659,645 shares of Common Stock, which includes (i) 738,941 shares
of the Company's Preferred Stock convertible on a share-for-share basis into
Common Stock (76,500 shares of Preferred Stock of which Mr. Hurwitz has the
right to acquire pursuant to options exercisable within 60 days of April 15,
2000), (ii) 39,500 shares of Common Stock of which Mr. Hurwitz has the right to
acquire pursuant to options exercisable within 60 days of April 15, 2000, and
(iii) 21,029 shares of Common Stock of which FDI has the right to acquire.<F1>
The shares of Preferred Stock are convertible on a share-for-share basis into
shares of Common Stock.
Of the Preferred Stock beneficially owned by members of the Group, 596,017
shares (plus cash in lieu of fractional interests in shares of Preferred Stock)
were acquired pursuant to the Company's offer dated August 26, 1981 (the
"Exchange Offer") to exchange shares of its Preferred Stock for 850,000 shares
of its Common Stock. A copy of the Offering Circular relating to the Exchange
Offer is incorporated in the Statement by reference as Exhibit F-2. During March
1982, Federated acquired 632 shares of Preferred Stock on the open market for a
purchase price of $6,478 or $10.25 per share. During November 1982 and April
1983, Federated acquired an additional 50,000 and 10,204 shares of Preferred
Stock, for purchase prices of $660,000.00 and $121,682.70, respectively. Mr.
Hurwitz inherited 1,064 shares of Preferred Stock during April 1983. During May
1995, Federated acquired 4,524 shares of Preferred Stock on the open market for
a purchase price of $141,375 or $31.25 per share.
The aggregate purchase price for the 1,580,106 shares of Common Stock
owned by the members of the Group prior to May 20, 1988 (including the purchase
price of shares of Common Stock that were exchanged for Preferred Stock pursuant
to the Exchange Offer) was $8,855,015, of which the following amounts related
to shares of Common Stock (including the shares of Common Stock that were
exchanged for Preferred Stock pursuant to the Exchange Offer) held by current
members of the Group named below:
Member of Group Aggregate Purchase Price
Federated $8,820,140
Charles E. Hurwitz 34,875
3. Item 4 of the Statement entitled "Purpose of the Transaction" is
hereby amended as follows:
The first paragraph of Item 4 is hereby deleted in its entirety and the
following four paragraphs are substituted therefor:
This Statement is being filed by the Group primarily due to the increase
of its percentage ownership as the result of the receipt by Mr. Hurwitz of
256,808 shares of Common Stock. The shares are subject to transfer and other
restrictions which generally lapse on the earlier of the 15th anniversary of
the grant of the shares, or the death or total disability of Mr. Hurwitz. Such
shares were issued to Mr. Hurwitz on March 8, 2000. The agreement governing
the grant of the shares is incorporated herein by reference in this Statement
as Exhibit Y.
This Statement also reflects changes in the composition of the Group, as
Messrs. Levin and Paulin no longer participate in the shared voting power in
the shares of Common Stock held by the group. Furthermore, as of December 17,
1999, Federated, formerly a New York business trust, was reorganized as a
Texas corporation under the same name. Also, as described in Item 6 of this
Statement, as part of the settlement of the Order (as defined herein), FDI
retained the right to purchase approximately 21,029 shares of Common Stock.
On October 17, 1997, the Company, NL Industries, Inc., a New Jersey
corporation ("NL"), and NL's affiliate, The Combined Master Retirement Trust, a
Texas trust ("CMRT"), entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement"), an Escrow Agreement (the "Escrow Agreement") and certain
related agreements. Pursuant to the Stock Purchase Agreement, the Company
purchased 250,000 shares of Common Stock from NL and 1,027,250 shares of Common
Stock from CMRT (collectively, the "Repurchased Shares"). The purchase price was
$55 per share, with one-half of the $70,248,750.00 purchase price paid in cash
and the other half represented by one-year notes payable to the order of NL and
CMRT and bearing interest at 10% per annum. Such notes were secured by the
Common Stock being repurchased and were subsequently paid by the Company. The
foregoing is collectively referred to herein as the "Repurchase Transaction."
Copies of the Stock Purchase Agreement, Escrow Agreement and promissory notes
are incorporated herein by reference in this Statement as Exhibits S, T, U and
V, respectively. The foregoing description of the terms of the Repurchase
Transaction is qualified in its entirety by reference to such exhibits. In
addition, on March 23, 2000, the Company repurchased 344,000 shares of its
Common Stock.
4. Item 5 of the Statement entitled "Interest in Securities of the
Issuer" is hereby amended and restated, in its entirety, as follows:
Item 5. Interest in Securities of Issuer.
(a)-(b) As of April 15, 2000, the aggregate number of shares of Common
Stock deemed to be beneficially owned by members of the Group (inclusive of
Common Stock issuable upon conversion of shares of Preferred Stock currently
held or options for Common Stock or Preferred Stock exercisable within sixty
(60) days of April 15, 2000) was 3,659,645<F1>, constituting approximately
47.5% of the shares of Common Stock outstanding.<F4>
Each share of Common Stock has one vote per share and each share of
Preferred Stock generally has ten votes per share. Accordingly, as of April 15,
2000, the Group possesses approximately 71.5% of the combined voting power of
the Company's outstanding Common Stock and Preferred Stock.<F5> The following
table lists, as of April 15, 2000, (i) all shares of the Company's Common Stock
and Preferred Stock beneficially owned by each member of the Group, (ii) the
percentage of the Company's outstanding shares of Common Stock and Preferred
Stock held by each member of the Group, and (iii) the percentage of combined
voting power of the Company's outstanding Common Stock and Preferred Stock held
by each member of the Group:
<TABLE>
<CAPTION>
Percent
of
Percent Combined
Member of No. of Shares of Voting
Group Title of Class Directly Owned Class Power
<S> <C> <C> <C> <C>
FDI Common Stock 1,750,480(1) 25.2 61.4
Preferred Stock 661,377 98.9
Charles E. Common Stock 2,920,704(1)(2) 41.9 71.5
Hurwitz Preferred Stock 738,941(3) 99.2
1992 Common Stock 76,021 1.1 *
Partnership Preferred Stock -0- *
FDILLC Common Stock 60,000 * *
Preferred Stock -0- *
Investment Common Stock 46,500 * *
Partnership Preferred Stock -0- *
<FN>
- -----------------
(1) Includes (a) options to purchase 21,029 shares of Common Stock held by FDI,
and (b) 1,669,451 and 60,000 shares of Common Stock owned by FDI and
FDILLC, respectively, as to which Mr. Hurwitz indirectly possesses voting
and investment power.
(2) Includes 42,798 shares of Common Stock separately owned by Mr. Hurwitz's
spouse and as to which Mr. Hurwitz disclaims beneficial ownership. Does not
include shares of Preferred Stock, or options exercisable within 60 days
therefor, convertible into Common Stock.
(3) Includes (a) 1,064 shares of Preferred Stock directly owned by Mr. Hurwitz,
and (b) 76,500 shares of Preferred Stock which may be acquired pursuant to
options exercisable within 60 days of April 15, 2000.
* Less than 1%.
</FN>
</TABLE>
By reason of their positions and/or relationships with FDI, the 1992
Partnership, Investment Partnership or FDILLC, Mr. Hurwitz and Federated may be
deemed to possess shared voting and investment power with respect to the
Company's securities held by FDI and FDILLC. The filing of this Statement shall
not be construed as an admission that any individual member of the Group other
than Mr. Hurwitz or Federated indirectly beneficially owns, for purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, any
of the Company's securities held by FDI or FDILLC.
Except as indicated in this Item 5, no member of the Group or, to the best
knowledge of such members, any other person identified or referred to in Item 2
of this Statement, owns beneficially or has a right to acquire beneficial
ownership of any shares of Common Stock or Preferred Stock.
(c) To the best knowledge of the members of the Group, except as otherwise
described herein, there were no transactions effected by members of the Group
within the last sixty (60) days in the Company's Common Stock.
(d) Not applicable
(e) Not applicable
5. Item 6 of the Statement entitled "Contracts, Arrangements,
Undertakings or Relationships with Respect to Securities of the
Issuer" is hereby amended as follows:
The following paragraph is added as the third paragraph of Item 6:
The settlement contemplated by the Order was subsequently consummated, with
FDI exercising its option to cancel rights to purchase Common Stock ("Rights")
in lieu of paying $1.0 million in cash. Consequently, Rights relating to
approximately 50,145 shares of Common Stock were canceled, and FDI retained
Rights relating to approximately 21,029 shares of Common Stock.
6. Item 7 of the Statement entitled "Material to Be Filed as Exhibits"
is hereby amended to add the following exhibit:
Exhibit Y -- Restricted Stock Agreement between the Company and Charles E.
Hurwitz effective as of December 13, 1999 (incorporated herein
by reference to Exhibit 10.53 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999; File No.
1-3924)
<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.
Dated: April 21, 2000 Federated Development Company
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: President
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.
Dated: April 21, 2000 Federated Development Inc.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: President
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.
Dated: Federated Development Investments,
LLC
By: Federated Development Inc.,
its Managing Member
By:
Name: Charles E. Hurwitz
Title: President
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.
Dated: April 21, 2000 CHARLES E. HURWITZ
Charles E. Hurwitz
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.
Dated: April 21, 2000 Hurwitz Investment Partnership L.P.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: General Partner
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.
Dated: April 21, 2000 Hurwitz 1992 Investment Partnership L.P.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: General Partner
<PAGE>
FOOTNOTES
<F1> Consists of (a) options for 21,029 shares of Common Stock held by FDI, (b)
1,669,451 and 60,000 shares of Common Stock owned by FDI and FDILLC,
respectively, and 661,377 shares of Preferred Stock owned by FDI, with
respect to which Mr. Hurwitz indirectly possesses voting and investment
power, (c) 42,798 shares of Common Stock separately owned by Mr. Hurwitz's
spouse and as to which Mr. Hurwitz disclaims beneficial ownership, (d)
46,500 shares of Common Stock owned by a limited partnership controlled by
Mr. Hurwitz and his spouse, 23,250 of which shares were separately owned by
Mr. Hurwitz's spouse prior to their transfer to such limited partnership
and as to which Mr. Hurwitz disclaims beneficial ownership, (e) 76,021
shares of Common Stock owned by the 1992 Hurwitz Investment Partnership
L.P., of which 38,010 shares are owned by Mr. Hurwitz's spouse as separate
property and as to which Mr. Hurwitz disclaims beneficial ownership, (f)
965,405 shares of Common Stock held directly by Mr. Hurwitz, and (g) 1,064
shares of Preferred Stock and options exercisable within 60 days of April
15, 2000 to purchase 76,500 shares of Preferred Stock held directly by Mr.
Hurwitz.
<F2> Does not include options Mr. Hurwitz acquired in the MGI Merger to purchase
26,000 shares of Common Stock, which shares he has since acquired.
<F3> In addition, each option or warrant to purchase shares of common stock of
MGI outstanding at the effective time of the MGI Merger was converted into
an option or warrant to receive the cash, shares of Common Stock and Merger
Notes that the holder of such option or warrant would have received in the
MGI Merger had he exercised such option or warrant immediately prior to the
effective time of the MGI Merger.
<F4> Based on 6,913,751 shares of Common Stock outstanding on April 15, 2000, as
increased by 738,941 shares of Common Stock that members of the Group may
acquire upon conversion of Preferred Stock they hold or options for Common
Stock or Preferred Stock exercisable within sixty (60) days of April 15,
2000.
<F5> Based on 6,913,751 and 668,510 of shares of Common Stock and Preferred
Stock outstanding on April 15, 2000, respectively, as increased by the
number of shares of Common Stock and Preferred Stock issuable to members of
the Group under options presently exercisable or exercisable within 60 days
of April 11, 2000 to acquire such shares. This percentage gives effect to
the voting rights of ten votes per share of Preferred Stock.
<PAGE>
APPENDIX A
EXECUTIVE OFFICERS AND TRUSTEES
FEDERATED DEVELOPMENT COMPANY ("FDC")
EXECUTIVE OFFICERS AND DIRECTORS
FEDERATED DEVELOPMENT INC. ("FDI")
<TABLE>
<CAPTION>
Name and Present Principal
Positions Held Business Address Occupation or Employment
<S> <C> <C>
Charles E. Hurwitz 5847 San Felipe, Ste. President and Director, Federated Development
2600 Company; President and Director, Federated
Chairman of the Board, Houston, TX 77057 Development Inc., a wholly owned subsidiary of
Chief Executive Officer, Federated Development Company; Chairman of the
President and Trustee Board and Chief Executive Officer,
(FDC) MAXXAM Inc., which is engaged in aluminum
President and Director operations, forest products operations, real
(FDI) estate management and development and horse
racing through various subsidiaries.
Shawn M. Hurwitz 5847 San Felipe, Ste. Secretary-Treasurer Federated Development Company;
2600 Secretary-Treasurer, Federated Development Inc.;
Secretary-Treasurer Houston, TX 77057 Director and Chief Executive Officer, Palmas del
(FDC) Mar Properties, Inc.; President and Director, MCO
Properties Inc.
Secretary-Treasurer
(FDI)
</TABLE>
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D/A (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
April 21, 2000.
FEDERATED DEVELOPMENT COMPANY
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: President
FEDERATED DEVELOPMENT INC.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: President
FEDERATED DEVELOPMENT INVESTMENTS, LLC
By: Federated Development Inc.,
its Managing Member
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: President
By: CHARLES E. HURWITZ
Charles E. Hurwitz
HURWITZ INVESTMENT PARTNERSHIP L.P.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: General Partner
HURWITZ 1992 INVESTMENT PARTNERSHIP L.P.
By: CHARLES E. HURWITZ
Name: Charles E. Hurwitz
Title: General Partner
