<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.. 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*
BORG-WARNER SECURITY CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
099733107
------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [x]. (A
fee is not required only if the filing 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).
*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 the disclosures provided in a prior cover page.
The information required in 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 1 of 15 Pages
<PAGE>
CUSIP No. 099733107 13G Page 2 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
10,200,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
10,200,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,200,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.18%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 099733107 13G Page 3 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
10,200,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
10,200,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,200,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.18%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 099733107 13G Page 4 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Capital Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
6,961,918
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
6,961,918
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,961,918
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.88%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 099733107 13G Page 5 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch LBO Partners No. II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
6,797,139
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
6.797,139
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,797,139
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.11%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 099733107 13G Page 6 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Capital Appreciation Partnership No. VIII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
6,628,615
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
6,628,615
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,628,615
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.31%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 099733107 13G Page 7 of 15 Pages
---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML IBK Positions, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
1,998,082
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,998,082
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,082
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.43%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Borg-Warner Security Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
-------------------------------------------------
200 South Michigan Avenue
Chicago, IL 60604
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Merrill Lynch Capital Partners, Inc.
Merrill Lynch LBO Partners No. II, L.P.
Merrill Lynch Capital Appreciation Partnership No. VIII, L.P.
ML IBK Positions, Inc.
Item 2 (b) Address of Principal Business Office, or, if none,
--------------------------------------------------
Residence:
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
ML IBK Positions, Inc.
250 Vesey Street
World Financial Center, North Tower
New York, New York 10281
Merrill Lynch Capital Partners, Inc.
Merrill Lynch LBO Partners No. II, L.P.
Merrill Lynch Capital Appreciation Partnership No. VIII, L.P.
767 Fifth Avenue
New York, NY 10153
Item 2 (c) Citizenship:
-----------
Delaware
Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock, par value $.01 per share
Item 2 (e) CUSIP Number
------------
099733107
Page 8 of 15 Pages
<PAGE>
Item 3 If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2(b),
--------------------------------------------------------------------
check whether the person filing is a
-------------------------------------
(a) [ ] Broker or Dealer registered under Section 16 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Sec. 240 . 13d-1(b)(l)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Section 240.13d-4, Merrill Lynch & Co.,
Inc., Merrill Lynch Group, Inc., Merrill Lynch Capital Partners, Inc. and
Merrill Lynch LBO Partners No. II, L.P. (the "Reporting Persons") disclaim
beneficial ownership of the securities of Borg-Warner Security Corporation.
referred to herein, and the filing of this Schedule 13G shall not be construed
as an admission that the Reporting Companies are, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"), the
beneficial owner of any securities of Borg-Warner Security Corporation covered
by this statement.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct disposition of:
See Item 8 of Cover Pages
Page 9 of 15 Pages
<PAGE>
Item 5 Ownership Five Percent or Less of a Class.
-----------------------------------------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Certain wholly owned subsidiaries of Merrill Lynch & Co., Inc., and Merrill
Lynch Group, Inc. act as general partner of various limited partnerships that
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the class of securities reported herein. No
such limited partnership's interest relates to more than 5 % of the class of
securities reported herein.
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company.
-------
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group.
-------------------------------
Not Applicable
Item 10 Certification.
-------------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Page 10 of 15 Pages
<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.
MERRILL LYNCH & CO., INC.
MERRILL LYNCH GROUP, INC.
ML IBK POSITIONS, INC.
Date: February 8, 1994 By: /s/ Judith A. Witterschein
-------------------------------
Judith A. Witterschein
Attorney-in-Fact
MERRILL LYNCH CAPITAL PARTNERS,
INC.
Date: February 8 , 1994 By:: /s/ Judith A. Witterschein
------------------------------
Judith A. Witterschein
Vice President & Secretary
MERRILL LYNCH LBO PARTNERS
NO. II, L.P.
By: Merrill Lynch Capital Partners, Inc.,
its general partner
Date: February 8, 1994 By:: /s/ Judith A. Witterschein
------------------------------
Judith A. Witterschein
Vice President & Secretary
MERRILL LYNCH CAPITAL
APPRECIATION PARTNERSHIP
NO. VIII, L.P.
By: Merrill Lynch LBO Partners No. II,
L.P., its general partner
By: Merrill Lynch Capital Partners, Inc.,
its general partner
Date: February 8, 1994 By:: /s/ Judith A. Witterschein
------------------------------
Judith A. Witterschein
Vice President & Secretary
Page 11 of 15 Pages
<PAGE>
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
Two of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), and
Merrill Lynch Group, Inc., a Delaware corporation with its principal place of
business at World Financial Center, North Tower, 250 Vesey Street, New York, New
York ("ML Group"), are parent holding companies pursuant to Rule 13d-
1(b)(1)(ii)(G). Pursuant to the instructions in Item 7 of Schedule 13G, the
relevant subsidiaries of ML&Co. are ML Group, Merrill Lynch Capital Partners,
Inc. ("MLCP"), Merrill Lynch Venture Capital Inc. ("MLVC"), KECALP Inc.
("KECALP"), Merrill Lynch MBP Inc. ("MLMBP") and ML IBK Positions, Inc.
("MLIBK"). The relevant subsidiaries of ML Group are MLCP, MLVC, KECALP, MLMBP
and MLIBK.
ML Group, a wholly-owned direct subsidiary of ML&Co. may be deemed to
be the beneficial owner of 48.18% of the securities of Borg-Warner Security
Corporation (the "Securities") by virtue of its control of its wholly-owned
subsidiaries MLCP, MLVC, KECALP, MLMBP and MLIBK.
MLCP, a Delaware corporation with its principal place of business at
767 Fifth Avenue, New York, New York, may be deemed to be the beneficial owner
of 32.88% of the Securities by virtue of its status as general partner of a
limited partnership, Merrill Lynch LBO Partners No. II, L.P., that acts as
general partner of two limited partnerships that own the Securities. One of
those partnerships, Merrill Lynch Capital Appreciation Partnership No. VIII,
L.P., is the beneficial owner of 31.31% of the Securities. The other
partnership owns less than 5% of the Securities. A wholly-owned subsidiary of
MLCP acts as general partner of another limited partnership that owns less than
5% of the Securities.
MLVC, KECALP and MLMBP are all wholly-owned subsidiaries of ML Group
and each act as general partners of limited partnerships that are beneficial
owners of the Securities. No one limited partnership owns more than 5% of the
Securities.
ML IBK, a wholly-owned subsidiary of ML Group, is the beneficial owner
of 9.43% of the Securities.
Page 12 of 15 Pages
<PAGE>
POWER OF ATTORNEY
TO EXECUTE SCHEDULES, REPORTS AND OTHER DOCUMENTS PURSUANT TO SECTIONS 13 AND 16
OF THE SECURITIES EXCHANGE ACT OF 1934 , AS AMENDED, BY AND ON BEHALF OF
MERRILL LYNCH & CO., INC.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JUDITH A. WITTERSCHEIN its true and lawfully attorney-in-fact to:
(1) to execute, for and on behalf of the undersigned, any and all
forms, schedules, reports and such other documents relating to Merrill Lynch &
Co., Inc.'s direct or indirect ownership of securities that are required to be
filed with the United States Securities and Exchange Commission pursuant to
Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended,
and rules and regulations promulgated thereunder by the United States Securities
and Exchange Commission;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of
such forms, schedules, reports and other documents and the timely filing
thereof; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise or any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with the securities or similar laws of
the United States of America, nor of any State or foreign jurisdiction.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of October, 1992.
MERRILL LYNCH & CO., INC.
By: /s/ Barry S. Friedberg
-------------------------
Barry S. Friedberg
Executive VicePresident
Page 13 of 15 Pages
<PAGE>
POWER OF ATTORNEY
TO EXECUTE SCHEDULES, REPORTS AND OTHER DOCUMENTS PURSUANT TO SECTIONS 13 AND 16
OF THE SECURITIES EXCHANGE ACT OF 1934 , AS AMENDED, BY AND ON BEHALF OF
MERRILL LYNCH GROUP, INC.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JUDITH A. WITTERSCHEIN its true and lawfully attorney-in-fact to:
(1) to execute, for and on behalf of the undersigned, any and all
forms, schedules, reports and such other documents relating to Merrill Lynch
Group, Inc.'s direct or indirect ownership of securities that are required to be
filed with the United States Securities and Exchange Commission pursuant to
Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended,
and rules and regulations promulgated thereunder by the United States Securities
and Exchange Commission;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of
such forms, schedules, reports and other documents and the timely filing
thereof; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise or any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with the securities or similar laws of
the United States of America, nor of any State or foreign jurisdiction.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 15th day of January, 1993.
MERRILL LYNCH GROUP, INC.
By: /s/ Theresa Lang
-------------------
Theresa Lang
President
Page 14 of 15 Pages
<PAGE>
POWER OF ATTORNEY
TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13 AND 16
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULES THEREUNDER
RELATING TO SHARES OF COMMON STOCK OF
BORG-WARNER SECURITY CORPORATION
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JUDITH A. WITTERSCHEIN its true and lawfully attorney-in-fact to:
(1) to prepare and execute, for and on behalf of the undersigned, such
documents relating to the equity and equity related securities of BORG-WARNER
SECURITY CORPORATION as may be required from time to time by Section 13 or
Section 16 of the Securities Exchange Act of 1934, as amended, and rules
thereunder (collectively, the "Exchange Act");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to comply with the requirements
of Sections 13 and 16 of the Exchange Act including, but not limited to,
executing documents required by said sections of the Exchange Act and effecting
the timely filing thereof with the United States Securities and Exchange
Commission and any other authority;
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise or any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the Exchange
Act.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of November, 1992.
ML IBK POSITIONS, INC.
By: /s/James V. Caruso
------------------
James V. Caruso
Vice President
Page 15 of 15 Pages
