<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT
AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE
101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ELXSI Corporation
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
- ----------------------------------------------------------------
(Title of Class of Securities)
268613106
------------------------------
(CUSIP Number)
Mr. Ervin D. Cruce
2000 First City Bank Tower, Fort Worth, Texas 76102
(817) 877-0477
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1989
------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with the
statement [ ].
*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).
**The total number of shares reported herein is 54,100,000, which
constitutes approximately 38% of the total number of shares
outstanding, assuming, pursuant
to Rule 13d-3(d)(1)(i), that there are 142,536,696 shares
outstanding. Unless otherwise specifically stated, all ownership
percentages set forth herein assume that there are 112,436,696
shares outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 2 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Airlie Group, L.P.
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS*
WC
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 50,337,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 50,337,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,337,500 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
26,337,500 shares of the Stock
(2) Power is exercised through its sole general partner, EBD,
L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 138,774,196 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 3 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBD, L.P.
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS*
Not Applicable
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 50,337,500 (1)(2)(3)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 50,337,500 (1)(2)(3)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,337,500 (1)(3)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% (4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
26,337,500 shares of the Stock
(2) Power is exercised through its sole general partner, Dort A.
Cameron, III
(3) Solely in its capacity as the sole general partner of The
Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 138,774,196 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 4 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dort A. Cameron, III
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS*
Not Applicable
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Dort A. Cameron, III is a citizen of the United States of
America
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 50,337,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 50,337,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,337,500 (1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
26,337,500 shares of the Stock
(2) Solely in his capacity as the sole general partner of EBD,
L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 138,774,196 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 5 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milley & Company
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
00 - Contribution from Stockholder
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 3,762,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 3,762,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,762,500 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire such
shares of the Stock
(2) Power is exercised through its President, Alexander M.
Milley
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 116,199,196 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 6 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
Not Applicable
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Alexander M. Milley is a citizen of the United States of
America.
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 15,762,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 15,762,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,762,500 (1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise by Milley & Company of Series A
Warrants to acquire 3,762,500 shares of the Stock and the
exercise by ELX Limited Partnership of an option to acquire
12,000,000 shares of the Stock from The Airlie Group, L.P.
(2) Solely in his capacities as the President of Milley &
Company and as the sole general partner of ELX Limited
Partnership, respectively
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 116,199,196 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 7 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELX Limited Partnership
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
00 - Contributions from Partners
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 12,000,000 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 12,000,000 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of an option to acquire such shares
from The Airlie Group, L.P.
(2) Power is exercised through its sole general partner,
Alexander M. Milley
PAGE
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby amend their
Schedule 13D Statement dated September 8, 1989 (the "Schedule
13D"), relating to the Common Stock, par value $0.001 per share
(the "Stock"), of ELXSI Corporation (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
Paragraphs (a)-(c) of Item 2 hereby are amended in their
entirety as to EBD and DAC only, as follows:
EBD
EBD is a Delaware limited partnership. The principal
business of EBD is serving as the sole general partner of TAG.
The principal business address of EBD, which also serves as its
principal office, is 2000 First City Bank Tower, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, information with respect to DAC, the sole general partner of
EBD, is set forth below.
DAC
DAC's principal occupation or employment is serving as the
sole general partner of EBD. DAC's business address is 11-5 East
Putnam Avenue, Greenwich, Connecticut 06830.
Item 2 also hereby partially is amended by adding at the
end thereof, the following:
MHM Texas and MHM shall no longer be Reporting Persons for
purposes of this and all future filings on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of funds used or to be used by the
Reporting Persons to purchase shares of the Stock are follows:
Reporting Person Source of Funds Amount of Funds
TAG Working Capital(1) $6,292,187.50(2)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
MAC Contribution from
Stockholder(3) $ 470,312.50(4)
AMM Not Applicable Not Applicable
ELX Contributions
from Partners(3) $1,500,000.00(5)
(1) As used herein, the term "Working Capital" includes
income from the business operations of the entity plus sums
borrowed from banks and brokerage firm margin accounts to
operate such business in general. None of the funds reported
herein as "Working Capital" were borrowed or otherwise obtained
for the specific purpose of acquiring, handling, trading or
voting the Stock.
(2) This figure represents the aggregate amount of funds
used by TAG to acquire 24,000,000 shares of the Stock and to be
used by TAG to acquire 26,337,500 shares of the Stock (assuming
the exercise in full of Series A Warrants held by it to acquire
such shares).
(3) None of the funds reported herein as "Contribution from
Stockholder" or "Contributions from Partners" were borrowed or
otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) This figure represents the aggregate amount of funds to
be used by MAC to acquire 3,762,500 shares of the Stock,
(assuming the exercise in full of Series A Warrants held by it to
acquire such shares), and does not reflect a $50,000 placement
fee paid to MAC by the Issuer.
(5) This figure assumes the exercise in fully by ELX of its
option to acquire up to 12,000,000 shares of the Stock from TAG.
Item 4. Purpose of Transaction.
Item 4 hereby partially is amended by adding at the ended
thereof, the following:
On September 25, 1989, TAG, MAC and the Issuer closed the
transactions contemplated by the Purchase Agreement. At the
Closing, the Issuer sold and issued to TAG an aggregate of
24,000,000 shares of the Stock for $3,000,000 in cash, $1,750,000
principal amount of Notes and Series A Warrants to purchase
26,337,500 shares of Stock, and sold and issued to MAC $250,000
principal amount of Notes and Series A Warrants to purchase
3,762,500 shares of Stock. Also at the Closing, the other
documents to be entered into in connection with the Purchase
Agreement, including without limitation the Registration Rights
Agreements, Management Agreement and the Standstill Letters,
were executed and delivered by the respective parties thereto.
Pursuant to the Purchase Agreement, the Board increased the
size of the Board to nine directors, and five persons selected by
TAG and MAC were elected by the Board to serve as directors of
the Issuer until the next annual meeting of the Issuer's
stockholders. In addition, one of the members of the Board
resigned and was replaced by a new director unaffiliated with TAG
or MAC. AMM, one of the five persons selected by TAG and MAC,
was elected by the Board to serve as its Chairman. Also, as of
the Closing, James K. Dutton, the Issuer's President, and Alan
Beban, the Issuer's Secretary, tendered their resignations at the
request of TAG and MAC, with such resignations effective
immediately following the Closing. Victor E. Ameye, Jr. and
Robert C. Shaw, both principals of WNI, were appointed to serve
as the Issuer's new President, and Chief Financial Officer and
Treasurer, respectively.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a)-(b) of Item 5 hereby are amended in their
entirety to read as follows:
(a)
TAG
The aggregate number of shares of the Stock, that TAG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 50,337,500,
which constitutes approximately 36.3% of 138,774,196 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of
the Act.
EBD
Because of its position as the sole general partner of TAG,
EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 50,337,500 shares of the Stock, which
constitutes approximately 36.3% of the 138,774,196 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
DAC
Because of his position as the sole general partner of EBD,
DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 50,337,500 shares of the Stock, which
constitutes approximately 36.3% of the 138,774,196 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
MAC
The aggregate number of shares of the Stock that MAC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,762,500,
which constitutes approximately 3.2% of the 116,199,196 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of
the Act.
AMM
Because of his positions as the President and sole
stockholder of MAC and as the sole general partner of ELX, AMM
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 15,762,500 shares of the Stock in the
aggregate, which constitutes approximately 13.6% of the
116,199,196 shares of the Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i) of the Act.
ELX
The aggregate number of shares of the Stock that ELX owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,000,000,
which constitutes approximately 10.7% of the outstanding shares
of the Stock.
Except as set forth above, to the best of the knowledge of
the Reporting Persons, none of the persons named in Item 2 herein
is the beneficial owner of any shares of the Stock.
(b)
TAG
Acting through its sole general partner and assuming the
exercise in full of all Series A Warrants held by it, TAG may be
deemed to have the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 50,337,500 shares of
the Stock.
EBD
Acting through its sole general partner and as the sole
general partner of TAG, and assuming the exercise in full of all
Series A Warrants held by TAG, EBD may be deemed to leave the
sole power to vote or to direct the vote and to dispose or to
direct the disposition of 50,337,500 shares of the Stock.
DAC
As the sole general partner of EBD and assuming the exercise
in full of all Series A Warrants held by TAG, DAC may be deemed
to have the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 50,337,500 shares of the
Stock.
MAC
Acting through its President and assuming the exercise in
full of all Series A Warrants held by it, MAC may be deemed to
have the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 3,762,500 shares of the Stock.
AMM
As the President and sole stockholder of MAC and as the sole
general partner of ELX, and assuming the exercise in full of all
Series A Warrants held by MAC and of the option to acquire
12,000,000 shares of the Stock from TAG held by ELX, AMM may be
deemed to have the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 15,762,500 shares of
the Stock in the aggregate.
ELX
Acting through its sole general partner and assuming the
exercise in full of its option to acquire 12,000,000 shares of
the Stock from TAG, ELX may be deemed to have the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 12,000,000 shares of the Stock.
(c)-(e)
No material change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Agreement Pursuant to Rule 13d-1(f)(1)(iii), at
page 16.
Exhibit B -- Stock and Note Purchase Agreement, filed with
the Schedule 13D.
Exhibit C -- Form of Registration Rights previously filed
with the Schedule 13D.
Exhibit D -- Form of Senior Subordinated Note, previously
filed with the Schedule 13D.
Exhibit E -- Form of Series A Warrant, previously filed with
the Schedule 13D.
Exhibit F -- Form of Management Agreement, previously filed
with the Schedule 13D.
Exhibit G -- Form of Standstill Letter, previously filed
with the Schedule 13D.
Exhibit H -- Option Agreement, previously filed with
Schedule 13D.
Exhibit I -- Agreement of Limited Partnership of ELX Limited
Partnership, previously filed with the Schedule 13D.
Exhibit J -- Press Release, previously filed with Schedule
13D.
Exhibit K -- Power of Attorney of Alexander M. Milley, at
page 18.
Exhibit L -- Power of Attorney of Milley & Company, at page
19.
Exhibit M -- Power of Attorney of ELX Limited Partnership,
at page 20.
Exhibit N -- Evidence of Authorization, at page 21.
Exhibit 0 -- Press Release, at page 22.
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: October 2, 1989
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership, General Partner
By: /s/ Ervin D. Cruce
Ervin D. Cruce,
Authorized Employee (1)
EBD, L.P.,
a Delaware limited partnership
By: /s/ Ervin D. Cruce
Ervin D. Cruce,
Authorized Employee (1)
/s/ Ervin D. Cruce
Ervin D. Cruce,
attorney-in-fact for:
DORT A. CAMERON, III (2)
MILLEY & COMPANY (3)
ALEXANDER M. MILLEY (4)
ELX LIMITED PARTNERSHIP (5)
(1) Evidence of the authorization of Ervin D. Cruce to act on
behalf of EBD, L.P., is attached hereto as Exhibit N.
(2) A Power of Attorney authorizing Ervin D. Cruce, to act on
behalf of Dort A. Cameron, III, previously has been filed
with the Securities and Exchange Commission.
(3) A Power of Attorney authorizing Ervin D. Cruce to act on
behalf of Milley & Company is attached hereto as Exhibit L.
(4) A Power of Attorney authorizing Ervin D. Cruce behalf of
Alexander M. Milley is attached hereto as Exhibit K.
(5) A Power of Attorney authorizing Ervin D. Cruce to act on
behalf of ELX Limited Partnership is attached hereto as
Exhibit M.
