UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
CML Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
125820100
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
July 27, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 17 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 2 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,800,004
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,800,004
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,800,004
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 3 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,909,118
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,909,118
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,909,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 4 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,909,118
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,909,118
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,909,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 5 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 58,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 6 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 745,166
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 745,166
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
745,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 7 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 803,366
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 803,366
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,366
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 8 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 149,310
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 149,310
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 9 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 149,310
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 149,310
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 10 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 32,610
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,610
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 11 OF 17 PAGES
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D dated July 27, 1998 ("Schedule 13D") is filed with the
Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates.
This filing of Schedule 13D is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Schedule 13D relates to shares of the common stock, $.10 par value
(the "Shares") of CML Group, Inc. (the "Company"). The principal executive
offices of the Company are located at 524 Main Street, Acton, MA 01720.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, The Galileo Fund, L.P., a
Delaware limited partnership, DDJ Overseas Corporation., a Cayman Islands
corporation, DDJ Galileo, LLC, a Massachusetts limited liability company, Kepler
Overseas Corp., a Cayman Islands corporation, The Copernicus Fund, L.P., a
Delaware limited partnership, DDJ Copernicus, LLC, a Massachusetts limited
liability company, B III Capital Partners, L.P., a Delaware limited partnership,
and DDJ Capital III, LLC, a Delaware limited liability company. Each of the
aforementioned entities shall be collectively referred to as the "DDJ
Affiliates". DDJ Copernicus, LLC is the general partner of, and DDJ is the
investment manager for, The Copernicus Fund, L.P. DDJ Galileo, LLC owns all of
the voting securities of, and DDJ is the investment manager for, DDJ Overseas
Corp. DDJ Galileo, LLC is general partner of, and DDJ is the investment manager
for, The Galileo Fund, L.P. DDJ Capital III, LLC is the general partner of, and
DDJ is the investment manager for, B III Capital Partners, L.P. DDJ is also the
investment manager for Kepler Overseas Corp. and for an account in favor of
Mellon Bank, N.A. as Trustee for the General Motors Employees Domestic Group
Pension Trust (the "Account").
The Shares described herein are owned by one or more of The Copernicus
Fund, L.P., DDJ Overseas Corporation, Kepler Overseas Corp., The Galileo Fund,
L.P., B III Capital Partners, L.P. (each a "Fund") and the Account. The
principal office of each of DDJ and the DDJ Affiliates, with the exception of
DDJ Overseas Corp. and Kepler Overseas Corp., are located at 141 Linden Street,
Suite 4, Wellesley, Massachusetts 02181. The principal office of DDJ Overseas
Corp. and Kepler Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbour Centre,
George Town, Post Office Box 896, Grand Cayman Islands.
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 12 OF 17 PAGES
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
DDJ and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of DDJ or the DDJ Affiliates named in this
Item 2 or, to the best of its knowledge, the persons listed on Schedule A has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil proceeding and as a
result thereof was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violations with respect to
such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
On July 27, 1998, B III Capital Partners, L.P. and the Account, in
connection with their participation in a Senior Secured Revolving Credit
Facility, each purchased an aggregate of 9,909,118 and 1,905,600 Shares,
respectively, from the Company in a private placement for an aggregate cash
amount of $1,181,471.77.
In addition, the Funds have purchased an aggregate of 946,700 Shares for
cash in the amount of approximately $2,899,981.63 including brokerage
commissions and purchased $1,000,000 principal amount of 5 1/2% Subordinated
Convertible Debentures due 2003 (convertible into 38,586 shares) for cash in the
amount of $750,625. All of the 149,310 Shares owned by The Copernicus Fund,
L.P. were purchased for cash or on margin pursuant to a typical customer margin
agreement with Goldman Sachs & Co.; all of 58,200 Shares owned by The Galileo
Fund, L.P. were purchased for cash; all of the 706,580 Shares and $1,000,000
princpal amount of 5 1/2% Subordinated Convertible Debentures due 2003 owned by
DDJ Overseas Corp. were purchased for cash or on margin pursuant to a typical
customer margin agreement with Goldman Sachs & Co. and all of the 32,610 Shares
owned by Kepler Overseas Corp. were purchased for cash or on margin pursuant to
a typical customer margin agreement with Goldman Sachs & Co.
Other than the Shares purchased on July 27, 1998, there have been no other
purchases and/or sales made by the Funds since May 27, 1998; therefore, a
Schedule B will not be attached.
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 13 OF 17 PAGES
ITEM 4. PURPOSE OF TRANSACTION:
The Shares described herein were purchased in pursuit of specified
investment objectives established by the investors in the Funds and Account.
DDJ and the DDJ Affiliates may continue to have the Funds and Account purchase
Shares subject to a number of factors, including, among others, the availability
of Shares for sale at what they consider to be reasonable prices and other
investment opportunities that may be available to the Funds.
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Funds and Account in the Company. Depending upon future
evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, DDJ and the DDJ
Affiliates may determine to cease making additional purchases of Shares or to
increase or decrease the equity interest in the Company by acquiring additional
Shares, or by disposing of all or a portion of the Shares.
None of DDJ or the DDJ Affiliates has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale or transfer of a material
amount of assets of or involving the Company or any of its subsidiaries, (ii)
any change in the Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's Shares becoming
eligible for termination of their registration pursuant to Section 12(g)(4) of
the 1934 Act, or (vi) any similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) DDJ Overseas Corp. beneficially owns, and DDJ Galileo, LLC and DDJ
beneficially own as majority shareholder and investment manager, respectively,
of DDJ Overseas Corp. 745,166 Shares, or approximately 1.2% of the outstanding
Shares of the Company (assuming conversion of 5 1/2% Subordinated Convertible
Debentures due 2003 - see Item 3). The Copernicus Fund, L.P. owns, and DDJ
Copernicus, LLC and DDJ beneficially own, as general partner and investment
manager, respectively, of The Copernicus Fund, L.P. 149,310 Shares, or
approximately .2% of the outstanding Shares of the Company. The Galileo Fund,
L.P. owns, and
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 14 OF 17 PAGES
DDJ Galileo, LLC and DDJ beneficially own, as general partner and investment
manager,
respectively, of The Galileo Fund, L.P. 58,200 Shares, or approximately .1% of
the outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ, as
investment manager for Kepler Overseas Corp. beneficially owns 32,610 Shares or
approximately .1% of the Company. B III Capital Partners, L.P. owns, and DDJ
Capital III, LLC and DDJ beneficially own, as general partner and investment
manager, respectively of B III Capital Partners, L.P. 9,909,118 Shares or
approximately 15.9% of the Company. DDJ, as investment manager to the Funds and
the Account may be deemed to beneficially own 12,800,004 Shares, or
approximately 20.6% of the outstanding Shares of the Company (assuming
conversion of the 5 1/2% Subordinated Convertible Debentures due 2003 - see Item
3).
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) Except as set forth in Item 3, neither DDJ nor any of the DDJ
Affiliates, and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A hereto, have effected any transaction in the
Shares during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
The Company, B III Capital Partners, L.P ("B III") and the Account are
parties to a Registration Rights Agreement by and between the Company, B III and
the Account, dated as of July 27, 1998, obligating the Company to register for
resale of the Common Stock purchased in the private placement (- See Item 3)
under the Securities Act of 1933, as amended.
Other than as described in this Schedule 13D, neither DDJ nor any of the
DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A, hereto have any contract, arrangement,
understanding or relationship with any
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 15 OF 17 PAGES
person with respect to any securities of the Company, including respecting
voting or transfer of Company securities or joint venture, finder's fee or the
like.
The Funds may from time to time own debt securities issued by the Company,
and may from time to time purchase and/or sell such debt securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 99 (A) (1) Limited Power of Attorney for Section
16(a) and Section 13(d) Filings
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 16 OF 17 PAGES
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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Wendy Schnipper Clayton
-----------------------------------------
Wendy Schnipper Clayton
Attorney-in-Fact*
* Limited Power of Attorney filed with the SEC on August 7, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 125820100 PAGE 17 OF 17 PAGES
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181. Mr. Harmetz, Mr. Breazzano
and Ms. Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
Daniel G. HarmetzPrincipal of DDJ Capital Management, LLC, DDJ Galileo, LLC and
DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing Director of
Queensgate Bank
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) AND SECTION 13(d) FILINGS
Know all be these presents, that the undersigned hereby
constitutes and appoints Wendy Schnipper Clayton, the
undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned,
on its own behalf and in the undersigned's
capacity as a Member of DDJ Capital Management,
LLC, DDJ Copernicus, LLC and DDJ Galileo, LLC,
collectively, (the "DDJ Entities"), Forms 3, 4 and
5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules
thereunder, and Schedule 13D and amendments
thereto in accordance with Section 13(d) of the
Exchange Act and the rules thereunder; and
(2) Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5 or amendment thereto, or Schedule 13D or
amendment thereto, and timely file such form or
schedule with the United States Securities and
Exchange Commission (the "SEC") and any stock
exchange or similar authority.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, 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.
This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.
Page 1 of 2
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 1st day of
June, 1998.
Print Name Below:
Judy K. Mencher
/s/ Judy K. Mencher
Signature
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) &
SECTION 13(d) FILINGS
Page 2 of 2
