This Amendment No. 13 amends the Schedule 13D dated December 31, 1990, as previously amended (the "Schedule 13D"), filed in respect of the common stock, par value $.001 per share (the "Shares"), of Krause's Furniture, Inc., a Delaware corporation formerly known as Worth Corporation (the "Company"), by the signatories hereto (the "Reporting Persons").

          The number of Shares which may be acquired upon exercise of options and warrants described herein has been adjusted to reflect any anti-dilution adjustments made on or prior to August 24, 2000.

Item 1.  Security and Issuer.

          This statement relates to the Common Stock, par value $.001 per share (the "Shares"), of Krause's Furniture, Inc., a Delaware corporation (the "Company"). The executive office of the Company is located at 200 North Berry Street, Brea, CA, 92621.

Item 2.  Identity and Background.

          (a)-(c) and (f) This Statement is being filed by (1) Worms & Cie, a publicly-traded French company ("W&C"), (ii) Permal Group S.A., a French corporation ("PGSA"), (iii) Worms & Co., Inc., a New York corporation ("Worms"), (iv) Permal Special Opportunities Ltd., a company organized Linder the laws of the British Virgin Islands ("PSO"),(v) Permal Capital Management, Inc., a Delaware corporation ("PCM"), (vi) Permal Services, Inc., a Delaware corporation ("PSI"), (vii) Permal Capital Partners, L.P., a Delaware limited Partnership ("PCP"), (viii) Hopewell Holdings, Inc., a New York corporation ("Hopewell"), (ix) Japan Omnibus Ltd., a British Virgin Islands corporation ("JOL"), (x) Pilot Holdings L.P., a Cayman Islands Exempted Limited Partnership ("Pilot"), (xi) Shed Investments L.L.C., a Delaware Limited Liability Company ("Shed"), (xii) Jean R. Perrette ("Perrette"), (xiii) Isaac R. Souede ("Souede"), (xiv) Thomas M. DeLitto ("DeLitto"), (xv) James R. Hodge ("Hodge") and (xvi) C. Redington Barrett, III ("Barrett"). W&C, PGSA, Worms, PCM, PSI, PCP, JOL, Pilot, Shed, Souede, DeLitto, Hodge and Barrett are hereinafter referred to collectively as the "Reporting Persons."

          This Schedule is being filed because the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), by reason of the affiliations and relationships among the Reporting Persons as described herein. However, the filing of this Schedule shall not be deemed an admission by any Reporting Person that such Reporting Person is part of a group or is required to file this Schedule and, except as may otherwise be specifically stated herein, each Reporting Person disclaims beneficial ownership of the Shares beneficially owned by all of the other Reporting Persons. The information provided herein with respect to each Reporting Person has been provided solely by that Reporting Person and no Reporting Person is responsible for the accuracy and completeness of the information included herein with respect to any other Reporting Person.

                (i)  W&C.  W&C's principal business is investing. W&C is a publicly-traded company organized under the laws of France, with its principal business and principal office located at 25, avenue Franklin D. Roosevelt, 75008 Paris, France. The managing directors of W&C are Dominique AubLirtin and Ferrucclo Luppi (the “W&C Managing Directors”). Schedule I hereto sets forth (A) the name, (13) the business address, (C) the present principal employment and the name and address of any corporation or other organization in which such employment is conducted, and (D) the citizenship of each of the W&C Managing Directors. The W&C Managing Directors may be deemed to control W&C and therefore, through PGSA, Worms and its subsidiaries. For descriptions of the relationships among W&C and Worms and its subsidiaries, see paragraphs (iii)-(ix) under this Item 2(a)-(c) and (t).

                (ii)  PGSA.  PGSA's principal business is investing. PGSA's principal business and principal office are located at 25, avenue Franklin D. Roosevelt, 75008 Paris, France. The directors of PGSA are Dominique Auburtin, Ferruccio Luppi, Edmond de La Haye Jousselin, Lawrence C. Salameno and Souede (the “PGSA Directors”). Schedule 11 hereto sets forth (A) the name, (B) the business address, (C) the present principal employment and the name and address of any corporation or other organization in which such employment is conducted, and (D) the citizenship of each of the PGSA Directors other than Souede. The PGSA Directors may be deemed to control PGSA and, therefore, Worms and its subsidiaries.

                (iii)   Worms.  Worms' principal business is holding the stock of PCM and its subsidiaries and investment advisory and management services through Permal Asset Management, a division of Worms (“PAM”). Worms’ principal business and principal office are located at 900 Third Avenue, New York, NY 10022. The executive officers and directors of Worms are Souede, President, CEO and director, DeLitto, Executive Vice President and COO, Hodge, Executive Vice President and CIO, Thomas P. Evans, Executive Vice President, Nicholas Clive Worms, Chairman and director, Edmond de La Haye Jousselin, Vice Chairman and director and Lawrence C. Salameno, Executive Vice President, CMO and director (collectively, the “Worms Executive Officers and Directors”). Schedule III hereto sets forth (A) the name, (B) the business address, (C) the present principal employment and the name and address of any corporation or other organization in which such employment is conducted and (D) the citizenship of each of the Worms Executive Officers and Directors other than Souede, DeLitto and Hodge. For such information with respect to Souede, DeLitto and Hodge, see paragraphs (xiii)-(xv) under this Item 2(a)-(c) and (f). W&C, through PGSA, owns 100% of the outstanding capital stock of Worms, and, therefore, W&C may be deemed to control Worms.

                (iv)  PSO.  Effective September 30, 2000, Hodge ceased to be the portfolio manager of PSO. Therefore, PSO is no longer a Reporting Person

                (v)   PCM.  The principal business of PCM is investing. PCM's principal business and principal office are located at 900 Third Avenue, New York, NY 10022. The executive officers and directors of PCM are DeLitto, CEO and director, Souede, Chairman and director, Barrett, President, COO and director and Paul-Louis Durand-Ruel, director (collectively, the “PCM Executive Officers and Directors”). Schedule IV hereto sets forth (A) the name, (B) the business address, (C) the present principal employment and the name and address of any corporation or other organization in which such employment is conducted and (D) the citizenship of each of the PCM Executive Officers and Directors other than, Souede, DeLitto and Barrett. W&C, through PGSA and Worms, owns 100% of the outstanding capital stock of PCM, and, therefore, W&C may be deemed to control PCM.

                (vi)   PSI.  PSI's principal business is serving as the general partner of, and holding its general partnership interest in, PCP. PSI’s principal business and principal office are located at Devonshire House, Queen Street, P.O. Box 3918, Nassau, Bahamas. The executive officers and directors of PSI are DeLitto, President and director, Barrett, Senior Vice President and COO and Paul-Louis Durand-Rue], director (together, the “PSI Executive Officers and Directors”). Schedule V hereto sets forth (A) the name, (B) the business address, (C) the present principal employment and the name and address of any corporation or other organization in which such employment is conducted and (D) the citizenship of each of the PSI Executive Officers and Directors other than DeLitto and Barrett. W&C, through PGSA, Worms and PCM, owns 100% of the outstanding capital stock of PSI, and, therefore, W&C may be deemed to control PSI.

                (vii)  PCP.  PCP'S principal business is investing. PCP's principal business and principal office are located at Devonshire House, Queen Street, P.O. Box 3918, Nassau, Bahamas. The general partner of PCP is PSI, and, therefore, PSI may be deemed to control PCP.

                (viii)  Hopewell.  Hopewell is a privately held corporation organized by Perrette for the purpose of making investments. Hopewell's principal business and principal office are c/o Worms & Co., Inc., 900 Third Avenue, New York, New York 10022. Perrette's spouse and children own 100% of the outstanding capital stock of Hopewell. Perette may be deemed to control Hopewell. Since Perrette is no longer a Reporting Person, Hopewell is no longer a Reporting Person.

                (ix)  JOL.  JOL's principal business is investing. JOL's principal business and principal office are located at The Tropic of Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin Islands. Hodge makes the investment decisions for JOL and is authorized to invest JOL's funds.

                (x)  Pilot.  Pilot is an investment partnership. Pilot's principal business and principal off-ice are located at 177 Post Road West, Westport, CT 06880. Pilot's General Partner is Shed Investments L.L.C. and, therefore Shed may be deemed to control Pilot.

                (xi)  Shed.  Shed's principal business is serving as the general partner of and holding its general partnership interest in Pilot. Shed's principal business and principal office are located at 177 Post Road West, Westport, CT 06880. DeLitto is the Managing Member of Shed. Other Members are Souede, Thomas P. Evans, Hodge, J. Richard Cordson and Perrette.

                (xii)  Perrette.  Perrette's business address is 1 Regent Street, London SW I W6AR England. Effective August 24, 2000, Perrette ceased to be a director of PCM, PMC and PSI. Therefore, Perrette is no longer a Reporting Person

                (xiii) Souede. Souede's business address is 900 Third Avenue, New York, NY 10022. Souede’s present principal employment is as President and CEO of Worms. Souede also is a director of Worms and holds various positions with Worms’ subsidiaries. Souede is a citizen of the United States.

                (xiv)  DeLitto. DeLitto's business address is 900 Third Avenue, New York, NY 10022. DeLitto's present principal employment is as Executive Vice President and COO of Worms. DeLitto also is CEO and a director of PCM, and is the President and a director of PSI. Mr. DeLitto is Vice Chairman and a director of the Company. DeLitto is a citizen of the United States.

                (xv)  Hodge.  Hodge's business address is 900 Third Avenue, New York, NY 10022. Hodge’s present principal employment is as Executive Vice President and CIO of Worms. Effective September 30, 2000, Hodge ceased to be the portfolio manager of PSO. Hodge is a citizen of the United States.

                (xvi)  Barrett.  Barrett's business address is 118 Allied Drive, Dedham, MA 20206. Barrett’s present principal employment is as President and COO of PCM. Barrett also is a director of PCM and is Senior Vice President and COO of PSI. Barrett is a citizen of the United States.

          The W&C Managing Directors, the PGSA Directors, the Worms Executive Officers and Directors, the PCM Executive Officers and Directors and the PSI Executive Officers and Directors (in each case other than Souede, DeLitto, Hodge and Barrett as the case may be) are hereinafter collectively referred to as the "Other Persons."

          (d)   During the last five years, none of the Reporting Persons, and, to the knowledge of the Reporting Persons, none of the Other Persons, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

          (e)   During the last five years, none of the Reporting Persons, and, to the knowledge of the Reporting Persons, none of the Other Persons, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he was 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 or Other Consideration.

                (i)  W&C.  W&C and, to the knowledge of W&C, the W&C Managing Directors do not directly own any Shares. W&C and the W&C Managing Directors may be deemed to control, directly or indirectly, PGSA and through PGSA, Worms, PCM, PSI (and therefore PCP), JOL, Shed (and therefore Pilot). Accordingly, W&C and the W&C Managing Directors may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, the securities beneficially owned by PGSA, Worms, PCM, PSI, PCP, JOL, and Pilot including the Shares owned by such other Reporting Persons.

                (ii)  PGSA.  PGSA and, to the knowledge of PGSA, the PGSA Directors other than Souede do not directly own any Shares. PGSA and the PGSA Directors may be deemed to control, directly or indirectly, Worms, and through Worms, PCM, PSI (and, therefore PCP), JOL, Shed (and therefore Pilot). Accordingly, PGSA and the PGSA Directors may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, the securities beneficially owned by PGSA, Worms, PCM, PSI, PCP, JOL, and Pilot, including the Shares owned by such other Reporting Persons.

                (iii)  Worms.  Worms directly owns 19,640 Shares and such Shares are referred to herein as the "Worms Shares."

                (iv)  PCM.  PCM directly owns 521,479 Shares (including warrants to purchase 12,045 shares at $1.32 per share) and such Shares are referred to herein as the TCM Shares."

                (v)  PSI.  PSI is the general partner of PCP and, therefore, may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, securities owned by PCP, including Shares owned by PCP.

          PSI directly owns 1,750 Shares and such Shares are referred to herein as the "PSI Shares."

                (vi)  PCP.  PCP directly owns 765,799 Shares and such Shares are referred to herein as the TCP Shares."

                (vii)  JOL.  JOL directly owns warrants to purchase 300,000 Shares at an exercise price of $1.25, warrants to purchase 230,769 Shares at an exercise price of $0.01 as well as 3,087 Shares of Series A Convertible Preferred Stock which are immediately convertible into 140,304 Shares. Such shares are known as the "JOL Shares."

                (viii)  Pilot.  Pilot owns 5,000 shares of Series A Convertible Preferred Stock which are immediately convertible into 227,273 shares of Common Stock at an initial conversion price of $1.10 per share, and such shares are known as the "Pilot Shares."

                (ix)  Shed.  Shed is the General Partner of Pilot, and therefore, may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, securities owned by Pilot, including the Shares owned by Pilot.

                (x)  Souede.  By reason of the fact that Souede is the President, CEO and a director of Worms, Souede may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, securities beneficially owned by Worms, including Shares beneficially owned by Worms.

          Souede also may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, an aggregate of 17,480 Shares owned by his wife (the "Souede Family Shares").

          The 573,674 Shares now owned by Souede or his family are referred to herein as the "Souede Shares."

                (xi)  DeLitto.  By reason of the positions that DeLitto holds with PCM, PSI and Shed (and therefore Pilot), DeLitto may be deemed to control such Reporting Persons and to share voting and dispositive power with respect to, and therefore to beneficially own, securities beneficially owned by such Reporting Persons, including Shares beneficially owned by such Reporting Persons.

          DeLitto also may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, an aggregate of 15,971 Shares owned jointly by DeLitto and his wife (the "DeLitto Family Shares").

          On January 20, 1997 DeLitto received 6,154 Shares of Deferred Stock at a price of $1.625 per Share. On December 31, 1997 DeLitto received 3,416 Shares of Deferred Stock at a price of $2.93 per Share. On December 31, 1998 DeLitto received 5,917 Shares of Deferred Stock at a price of $1.69 per Share. On December 31, 1999 DeLitto received 3,472 Shares of Deferred Stock at a price of $2.88 per Share. Withdrawal of the Deferred Stock occurs following retirement or termination.

          The 103,995 Shares now owned by DeLitto or his family are referred to herein as the "DeLitto Shares."

                (xii)  Hodge.  Hodge no longer directly owns any shares. Hodge may be deemed to share voting and dispositive power with respect to, and therefore to beneficially own, securities beneficially owned by JOL, including Shares owned by JOL.

                (xiii)  Barrett.  By reason of the positions that Barrett holders with PCM and PSI, Barrett may be deemed to control such Reporting Persons and to share voting and dispositive power with respect to, and therefore beneficially own, securities owned by such Reporting Persons, including Shares beneficially owned by such Reporting Persons.

           Barrett also owns 6,026 Shares, and such Shares are referred to herein as the "Barrett Shares."

          Except as described in this Item 3 or as set forth in Schedules I through V attached hereto, to the knowledge of the Reporting Persons, none of the Other Persons owns directly any Shares.

Item 4.  Purpose of Transaction.

          Effective August 24, 2000, Perrette resigned as director of PCM, PMC, PSI and Permal Investment Management Services, Inc., effective August 1, 2000. Therefore, Perrette is no longer a Reporting Person. Hopewell Holdings, which is 100% owned by Perrette's spouse and family, also is no longer a Reporting Person.

           Effective September 30, 2000, Hodge ceased to be the portfolio manager for PSO. Therefore, PSO is no longer a Reporting Person.

           On May 5, 2000, JOL, General Electric Corporation ("GECC") and the Company entered into a letter agreement pursuant to which JOL received 3,087 shares of Series A Convertible Preferred Stock of the Company in lieu of cash interest accruing on all of the notes of the Company issued pursuant to the Supplemental Securities Purchase Agreement by and among the Company, JOL and GECC, dated as of August 14, 1997 and as amended on March 31, 1999, September 14, 1999, December 14, 1999, January 11, 2000 and April 3, 2000.

          The Reporting Persons and the Other Persons may seek to acquire additional Shares through open market or privately negotiated transactions from time to time in their discretion. Any such purchases will depend upon the market prices for the Shares, the number of Shares which may become available for purchase at prices which the Reporting Persons, or the Other Persons, regard as attractive and various other factors which the Reporting Persons, or the Other Persons, may determine to be relevant. Alternatively, certain of the Reporting Persons have, from time to time, disposed of a portion of the Shares by them and the Reporting Persons, or the Other Persons, may in the future determine to dispose of all or a portion of the Shares held by them, depending, among other things, on the then market price for the Shares. Such sales may be in transactions in the open market or in privately negotiated transactions.

          Except as set forth in this Item 4, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the Other Persons, have any present plans or proposals which relate to or would result in any of the actions required to be enumerated under Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

          The total number of Shares beneficially owned by all Reporting Persons is 2,891,289, constituting approximately 12.4% of the total Shares outstanding. The Share ownership figures set forth in this Schedule 13D total more than such number of Shares, because the beneficial ownership of certain of the Shares may be attributed to more than one Reporting Person.

          (a) and (b)

                (i)  W&C. As of the close of business on August 24, 2000, W&C did not directly own any Shares. By reason of its relationship to PGSA and, through PGSA, to Worms, PCM, PSI (and therefore PCP), JOL, Shed (and therefore Pilot), W&C may be deemed to beneficially own the Worms Shares, the PCM Shares , the PSI Shares, the PCP Shares , the JOL Shares and the Pilot Shares. As of the close of business on August 24, 2000, the Worms Shares, the PCNI Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares aggregated 2,206,994 Shares which constituted approximately 9.4% of the 23,303,729 Shares outstanding (the “Outstanding Shares”), as the Company has reported to the Reporting Persons. By reason of their relationship to W&C, the W&C Managing Directors also may be deemed to beneficially own the Worms Shares, the PCNI Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. W&C and the W&C Managing Directors disclaim beneficial ownership of the Worms Shares, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. Except as indicated in this Item 5 or in Schedule I hereto, neither W&C nor, to the knowledge of W&C, any of the W&C Managing Directors owns beneficially or has a right to acquire beneficial ownership of any Shares.

                (ii)   PGSA. As of the close of business on August 24, 2000, PGSA did not directly own any Shares. By reason of its relationship to Worms and, through Worms, to PCM, PSI (and therefore PCP), JOL and Shed (and therefore Pilot), PGSA may be deemed to beneficially own the Worms Shares, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. As of the close of business on August 24, 2000, the Worms Shares, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares aggregated 2,206,994 Shares which constituted approximately 9.4% of the Outstanding Shares. By reason of their relationship to PGSA, the PGSA Directors also may be deemed to beneficially own the Worms Shares, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. PGSA and the PGSA Directors disclaim beneficial ownership of the Worms Shares, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. Except as indicated in this Item 5 or in Schedule 11 hereto, neither PGSA nor, to the knowledge of PGSA, any of the PGSA Directors with the exception of Souede owns beneficially or has a right to acquire beneficial ownership of any Shares.

                (iii)  Worms. As of the close of business on August 24, 2000, Worms directly owned the Worms Shares, which constituted less than .01% of the Outstanding Shares. By reason of its relationships with PCM, PSI (and therefore PCP), JOL and Shed (and therefore Pilot), Worms may be deemed to beneficially own the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. As of the close of business on August 24, 2000, the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares aggregated 2,187,354 shares which constituted approximately 9.4% of the Outstanding Shares. Worms disclaims beneficial ownership of the PCM Shares, the PSI Shares, the PCP Shares, the JOL Shares and the Pilot Shares. Except as indicated in this Item 5 or in Schedule III hereto, neither Worms nor, to the knowledge of Worms, any of the Worms Executive Officers and Directors with the exception of Souede and DeLitto owns beneficially or has a right to acquire beneficial ownership of any Shares.

                (iv)  PSI. As of the close of business on August 24, 2000, PSI directly owned the PSI Shares, which constituted less than .01% of the Outstanding Shares. Because PSI is the general partner of PCP, PSI may be deemed to share voting and dispositive power with respect to the PCP Shares and, therefore, to beneficially own the PCP Shares. PSI disclaims beneficial ownership of the PCP Shares. Except as indicated in this Item 5 or in Schedule V hereto, neither PSI nor, to the knowledge of PSI, any of the PSI Executive Officers and Directors with the exception of DeLitto and Barrett, owns beneficially or has a right to acquire beneficial ownership of any Shares.

                (v)  PCM. As of the close of business on August 24, 2000, PCM directly owned the PCM Shares, which constituted approximately 2.2% of the Outstanding Shares. Because PCM may be deemed to control PSI, PCM may be deemed to share voting and dispositive power with respect to the PCP Shares and, therefore, to beneficially own the PSI Shares and the PCP Shares. PCM disclaims beneficial ownership of the PSI Shares and the PCP Shares. Except as indicated in this Item 5 or in Schedule IV hereto, neither PCM nor, to the best of the knowledge of PCM, any of the PCM Executive Officers and Directors, with the exception of DeLitto, Souede and Barrett, owns beneficially or has a right to acquire beneficial ownership of any Shares.

                (vi)  PCP. As of the close of business on August 24, 2000, PCP directly owned the PCP Shares, which constituted approximately 3.3% of the Outstanding Shares. Except as indicated in this Item 5, PCP does not own beneficially or have a right to acquire beneficial ownership of any Shares.

                (vii)  JOL. As of the close of business on August 24, 2000, JOL directly owned the JOL Shares, which constituted approximately 2.8% of the Outstanding Shares. Except as indicated in this Item 5, JOL does not own beneficially or have a right to acquire beneficial ownership of any Shares.

                (viii)  Pilot. As of the date of this Statement, Pilot is the direct beneficial owner of 5000 shares of Series A Convertible Preferred Stock. Based on the conversion ratio of 45.45 shares of Common Stock for each share of Series A Convertible Preferred Stock and assuming conversion of all its Series A Convertible Preferred Stock, the Partnership is the direct beneficial owner of 227,273 Shares, or approximately 1% of the Common Stock outstanding on August 24, 2000.

                (ix)  Souede. As of the close of business on August 24, 2000, Souede owned the Souede Shares, which constituted approximately 2.4% of the Outstanding Shares. Because Souede is President, CEO and a director of Worms, Souede may be deemed to beneficially own the Worms Shares and other Shares which may be deemed to be beneficially owned by Worms, namely the PCM Shares, the PCP Shares, the PSI Shares, the JOL Shares and the Pilot Shares. Souede disclaims beneficial ownership of the Worms Shares, the PCM Shares, the PCP Shares, the PSI Shares, the JOL Shares and the Pilot Shares. Souede also disclaims beneficial ownership of the Souede Family Shares. Except as set forth in this Item 5, Souede does not beneficially own or have a right to acquire beneficial ownership of any Shares.

                (x)  DeLitto. As of the close of business on August 24, 2000, DeLitto directly owned the DeLitto Shares, which constituted approximately .5% of the Outstanding Shares. Because of the various positions that DeLitto holds with PCM, PSI and Shed, DeLitto may be deemed to beneficially own Shares which may be deemed to be beneficially owned by such Reporting Persons, namely the PCM Shares, the PCP Shares, the PSI Shares and the Pilot Shares. DeLitto disclaims beneficial ownership of the PCM Shares, the PCP Shares, the PSI Shares and the Pilot Shares. DeLitto shares beneficial ownership of the DeLitto Family Shares with his wife. Except as set forth in this Item 5, DeLitto does not own beneficially or have a right to acquire beneficial ownership of any Shares.

                (xi)  Hodge. As of the close of business on August 24, 2000, Hodge did not directly own any Shares. Because Hodge is investment adviser to JOL, Hodge may be deemed to beneficially own the JOL Shares. Hodge disclaims beneficial ownership of the JOL Shares. Except as set forth in this Item 5, Hodge does not beneficially own or have a right to acquire beneficial ownership of any Shares.

                (xii)  Barrett. As of the close of business on August 24, 2000, Barrett directly owned the Barrett Shares, which constituted less than 0.1% of the Outstanding Shares. Because of the various positions that Barrett holds with PCM and PSI, Barrett may be deemed to beneficially own Shares which may be deemed to be beneficially owned by such Reporting Persons, namely the PCM Shares, the PCP Shares and the PSI Shares. Barrett disclaims beneficial ownership of the PCM Shares, the PCP Shares and the PSI Shares. Except as set forth in this Item 5, Barrett does not own beneficially or have a right to acquire beneficial ownership of any Shares.

          (c) Schedule A hereto describes transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. Except as otherwise disclosed in Schedule A hereto, to the knowledge of the Reporting Persons, none of the Other Persons have effected transactions in the Shares during the past sixty (60) days.

          (d) Except for (i) the Reporting Persons, (ii) the W&C Managing Directors, (iii) the PGSA Directors, (iv) Mr. Souede's wife (with respect to the Souede Family Shares and (v) Mr. DeLitto's wife (with respect to all of the DeLitto Family Shares) and except with respect to any Shares reported in any Schedule hereto as beneficially owned by the Other Persons, 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, any of the Shares reported on this Statement.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

          By reason of the relationships described in this Statement among the Reporting Persons and between certain of the Reporting Persons and certain of the Other Persons, the Reporting Persons and certain of the Other Persons may from time to time confer with one or more of the other Reporting Persons or Other Persons with respect to the respective investments of the Reporting Persons in the Shares. However, except as described herein under Item 4 and other than the contractual relationships as between PSI and PCP, and the informal advisory arrangement between Hodge and JOL, the Reporting Persons and the Other Persons do not have any written or other contracts, arrangements, understandings or relationships with respect to the Shares or any other securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. A copy of the contract between PSI and PCP was previously filed as Exhibit 9 to Amendment No. 1 to this Schedule 13D and is incorporated herein by reference.

                                                       Number of Shares
                                                       Acquired or Sold and
Reporting Person or     Date of        Name of         Acquisition or Sale
Other Person            Transaction    Transaction     Price Per Share
-------------------     -----------    -----------     ---------------------
JOL                     May 5, 2000                    3087 Shares of Series
                                                       A Convertible Preferred
                                                       Stock immediately
                                                       convertible into 140,304
                                                       Shares, $50.00 per Share