SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Encore Computer Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
292555109
(CUSIP Number)
Matthew E. Miller, Esq.
Berman DeValerio & Pease, LLP
One Liberty Square
Boston, Massachusetts 02109
(617) 542-8300
(Name, address and telephone number of person
authorized to receive notices and
communications)
November 12, 1997
(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 [ ].
Check the following box if a fee is being paid with the
statement [ X ].
(A fee is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to
be sent.
* 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 purposes 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>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Robert F. Collings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 205,350
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 108,081
9 SOLE DISPOSITIVE POWER
REPORTING 205,350
PERSON
WITH 10 SHARED DISPOSITIVE POWER
108,081
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
318,431
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.47%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin Helfgott
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 50,000
9 SOLE DISPOSITIVE POWER
REPORTING 4,200
PERSON
WITH 10 SHARED DISPOSITIVE POWER
50,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.08%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hugh J. Kiley, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 184,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 184,100
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
184,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.27%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Paul S. Rosenblum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,729,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 2,729,900
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,729,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.05%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Ronald M. Stewart, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 163,970
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 163,970
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
163,970
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.24%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 292555109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Louis J. Williams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 55,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 55,800
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.08%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par
value per share (the "Common Stock"), issued by Encore Computer
Corporation, a Delaware corporation (the "Company"), whose
principal executive offices are located at 6901 West Sunrise
Boulevard, Plantation, Florida 33313.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Robert F. Collings,
(ii) Martin Helfgott, (iii) Hugh J. Kiley, Jr., (iv) Paul S.
Rosenblum, (v) Ronald M. Stewart,M.D.; and (vi) Louis J.
Williams.
(b) The residential and business address of Mr.
Collings is 137 Barton Road, Stow, Massachusetts 01775; the
residential and business address of Mr. Helfgott is 107
Cucumber Hill Road, Foster, Rhode Island, 02825; the business
address of Mr. Kiley is Conrail, 2001 Market Street, Suite 14A,
P.O. Box 40414, Philadelphia, Pennsylvania 19101-1414; the
business address of Mr. Rosenblum is 5400 Jefferson Highway,
Harahan, Louisiana 70123; the business address of Mr.
Stewart is Human Services Consultants, Ltd., 277 Waterman
Street, Providence, Rhode Island 02906; the business address of
Mr. Williams is Management Visuals, 440B E. Squantum Street,
Quincy, Massachusetts 02171.
(c) The principal occupation of Mr. Collings is serving
as a management consultant with R.F.C. Associates, at 137
Barton Road, Stow, Massachusetts 01775; the principal
occupation of Mr. Helfgott is the operation of a farm and
sand and gravel business, Martin & Judith Helfgott d/b/a
Helfgott Farms, which is located at 107 Cucumber Hill Road,
Foster, Rhode Island, 02825; the principal occupation of Mr.
Kiley is serving as the Vice President, Service Design and
Planning, of Consolidated Rail Corporation, at 2001 Market
Street, Suite 14A, P.O. Box 40414, Philadelphia, Pennsylvania
19101-1414; the principal occupation of Dr. Stewart is serving
as a physician with Human Services Consultants, Ltd.,
at 277 Waterman Street, Providence, Rhode Island 02906; the
principal occupation of Mr. Rosenblum is serving as the
President of Rosenblum Ventures, Inc., a real estate management
company, which is located at 5400 Jefferson Highway, Harahan,
Louisiana 70123; the principal occupation of Mr. Williams is
serving as the President of Management Visuals, Inc., at 440B
E. Squantum Street, Quincy, Massachusetts 02171.
(d) None of the persons referred to in paragraph (a)
above has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in paragraph (a)
above has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Collings, Helfgott, Kiley, Rosenblum,
Stewart and Williams are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any)
of the shares of Common Stock held by Messrs. Collings,
Helfgott, Kiley, Rosenblum, Stewart and Williams is
$852,592.13, $98,238.63, $338,684.99, $5,123,943.17,
$330,294.94 and $144,553.56, respectively.
All shares of Common Stock purchased by Messrs. Collings,
Kiley, Stewart and Williams were purchased with their personal
funds. All shares of Common Stock purchased by Mr. Helfgott
were purchased with his personal funds, with the exception of
3,000 shares he purchased in his capacity as Treasurer of
Hamilton #15 Free & Accepted Masons, which he purchased with
funds of Hamilton #15 Free & Accepted Masons. The sources of
the funds for the purchases by Mr. Rosenblum are set forth in
Exhibit A hereto, which is incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the shares of Common Stock
for investment purposes, individually and through certain
affiliated persons that the Reporting Persons Control. The
Reporting Persons intend to evaluate the performance of
such securities as an investment in the ordinary course of
business. The Reporting Persons pursue an investment objective
that seeks capital appreciation.
In pursuing this investment objective, the Reporting
Persons analyze the operations, capital structure and markets
of companies in which they invest, including the Company, on a
continuous basis through analysis of documentation and
discussions with knowledgeable industry and market observers
and with representatives of such companies (often at the
invitation of management).
Each Reporting Person will continuously assess the
Company's business, financial condition, results of operations
and prospects, general economic conditions, the securities
markets in general and those for the Company's securities in
particular, other developments and other investment
opportunities. Depending on such assessments, one or more of
the Reporting Persons may acquire additional shares of Common
Stock or may determine to sell or otherwise dispose of all or
some of its holdings of shares of Common Stock. Such actions
will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for
such Common Stock, the financial condition, results of
operations and prospects of the Company, alternate investment
opportunities, and general economic, financial market and
industry conditions.
On or about November 12, 1997, the Reporting Persons may
be deemed to have formed a group within the meaning of Rule
13d-5(b)(1) for the purpose of opposing the Company's proposed
sale of the assets of its storage products division to Sun
Microsystems, Inc. and/or Sun Microsystems International, B.V.
for $185 million, and the Company's proposed agreement with
Gould Electronics Inc., pursuant to which Gould's preferred
shares in the Company will be redeemed at a cost of $60 million
to the Company. These proposals are described in the
Company's Notice of Annual and Special Meeting of Stockholders
To Be Held on November 24, 1997 filed with the Securities and
Exchange Commission (the "Commission") on or about November 3, The Reporting
Persons intend to vigorously oppose the two
transactions, and intend to vote against the transactions, and
to persuade other shareholders' to vote against the
transactions. The Reporting Persons may also take legal action
to enjoin the transactions, and/or to recover damages, or to
enable the Company to recover damages, from those persons
responsible for the transactions.
Other than those plans or proposals described herein,
none of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of
Common Stock reported beneficially owned by each person herein
is based on 67,346,291 shares outstanding, which is the total
number of shares of Common Stock outstanding as of October 31,
1997, as reflected in the Company's Notice of Annual and
Special Meeting of Stockholders To Be Held on November 24, 1997
filed with the Securities and Exchange Commission (the
"Commission") on or about November 3, 1997.
As of the close of business on October 31, 1997:
(i) Mr. Collings owns beneficially 358,431 shares
of Common Stock, constituting approximately 0.53% of the shares
outstanding. Mr. Collings owns 205,350 shares individually, and
owns 108,081 shares jointly with his wife, Caroline Collings.
Ms. Collings owns 5,000 shares individually. By reason of the
provisions of Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Act"), Mr. Collings may be deemed to own
beneficially 40,000 shares owned by the Collings Foundation, of
which Ms. Collings is Executive
Director.
(ii) Mr. Helfgott owns beneficially 54,200 shares
of Common Stock, constituting approximately 0.08% of the shares
outstanding. Mr. Helfgott jointly owns 50,000 shares with his
wife, Ms. Judith Helfgott. By reason of the provisions of Rule
13d-3 of the Securities Exchange Act of 1934, as amended (the
"Act"), Mr. Helfgott may be deemed to own beneficially 3,000
shares owned by Hamilton #15 Free & Accepted Masons, Martin
Helfgott, Treasurer, 300 shares held by Mr. Helfgott as
custodian for Emma Marisa Helfgott, 300 shares held by Mr.
Helfgott as custodian for Annie Helfgott, 300 shares held by
Mr. Helfgott as custodian for Max Jackson Helfgott Dinerman,
and 300 shares held by Mr. Helfgott as custodian for Jennifer
Rose Dinerman.
(iii) Mr. Kiley owns beneficially 184,100 shares
of Common Stock, constituting approximately 0.27% of the shares
outstanding.
(iv) Mr. Rosenblum owns beneficially 2,729,900
shares of Common Stock, constituting approximately 4.05% of the
shares outstanding. Such shares are held by Mr. Rosenblum
individually, and by certain affiliated persons which
Mr. Rosenblum controls, as set forth in Exhibit A hereto.
(v) Dr. Stewart owns beneficially 163,970 shares
of Common Stock, constituting approximately 0.26% of the shares
outstanding.
(vi) Mr. Williams owns beneficially 55,825 shares
of Common Stock, constituting approximately 0.08% of the shares
outstanding. Mr. Williams owns 50,825 shares individually, and
beneficially owns 5,000 shares owned by Management Visuals,
Inc., a Massachusetts corporation owned and controlled by
Mr. Williams.
(vii) In the aggregate, the Reporting Persons
beneficially own a total of 3,546,401 shares of Common Stock,
constituting approximately 5.2% of the shares outstanding.
(b) Messrs. Kiley, Rosenblum, Stewart and Williams
have the sole power to dispose of and the sole power to vote
the shares of Common Stock beneficially owned by them. Mr.
Collings shares the power to vote and dispose of 108,081 shares
held jointly with his wife, Caroline Collings, and has no power
to vote or dispose of 5,000 shares held individually by Ms.
Collings, and 40,000 shares held by the Collings Foundation.
Mr. Helfgott shares the power to vote and dispose of 50,000
shares held jointly with his wife, Judith Helfgott, and has the
sole power to dispose of and the sole power to vote all
other shares of Common Stock beneficially owned by him.
(c) The trading dates, number of shares of Common
Stock purchased or sold and price per share for all
transactions in the Common Stock from the 60th day prior to
November 14, 1997 by Dr. Stewart are set forth in Exhibit B
hereto. Messrs. Collings, Helfgott, Kiley, Rosenblum and
Williams have not effectuated any transactions in the Company's
Common Stock since the 60th day prior to November 14, 1997.
(d) With respect to the shares beneficially owned
by Messrs. Collings, Kiley, and Stewart, no person other than
each respective record owner of shares of Common Stock referred
to herein is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock. Persons other than Mr. Rosenblum
have the right to receive dividends from, or proceeds from the
sale of, certain of the Shares beneficially owned by Mr.
Rosenblum. Such other persons are listed in Exhibit D hereto,
which is incorporated herein by reference. Persons other than
Mr. Helfgott have the right to receive dividends from, or
proceeds from the sale of, certain of the Shares beneficially
owned by Mr. Helfgott. Such other persons are listed in Exhibit
C hereto. Management Visuals, Inc. is entitled to receive
dividends from, or proceeds from the sale of, 5,000 shares
beneficially held by Mr. Williams.
(e) Mr. Rosenblum, formerly the beneficial owner
of more than five percent of the Common Stock, ceased to be the
beneficial owner (other than in his capacity as a member of the
group described in Item 4)of more than five percent of the
Common Stock on or about October 30, 1997, when Gould
Electronics, Inc. converted its Class A and B preferred stock
into Common Stock, increasing the number of shares of Common
Stock outstanding to 67,346,291 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the plans and proposals described in Item 4,
above, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other person with
respect to any securities of the Company including but not
limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are being filed with this
Schedule:
Exhibit A The source and amount of funds used by Paul
S. Rosenblum, to acquire the shares beneficially owned by him
Exhibit B Transactions in the Common Stock by Dr.
Ronald M. Stewart in the past sixty days
Exhibit C Persons other than Mr. Helfgott who have
the right to receive dividends from and have the right to the
proceeds from the sale of Shares that are beneficially owned by
Mr. Helfgott
Exhibit D Persons other than Mr. Rosenblum who have
the right to receive dividends from and have the right to the
proceeds from the sale of Shares that are beneficially owned by
Mr. Rosenblum
Exhibit E Joint Acquisition Statement Pursuant To
Rule 13d-1(f)1
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: November 14, 1997 /s/ Robert F. Collings,
individually
ROBERT F. COLLINGS
/s/ Hugh J. Kiley, Jr.,
individually
HUGH J. KILEY, JR.
/s/ Martin Helfgott,
individually
MARTIN HELFGOTT
/s/ Paul S. Rosenblum,
individually
PAUL S. ROSENBLUM
/s/ Ronald M. Stewart,
M.D., individually
RONALD M. STEWART, M.D.
/s/ Louis J. Williams,
individually
LOUIS J. WILLIAMS
EXHIBIT A
The source and amount of funds used by the beneficial
owner, Paul S. Rosenblum, in making, or causing to be made, the
purchases of the Shares, and the number of shares held by each
person that is a source of such funds, are as follows:
Source of Funds Amount of Funds Number of Shares
- - ------------------- ---------------- -----------------
R&L Equity Partners $ 3,168,837.23 1,199,100
Levy Rosenblum Family
Foundation 624,366.02 350,000
R&L Fixed Income Partners 671,543.65 300,000
Wilshire Realty Company LP 139,812.50 100,000
United Distributors, Inc. 123,375.00 50,000
Paul S. Rosenblum 396,008.77 730,000
--------------- ---------
Total Amount $ 5,123,943.17 2,729,900
Exhibit B
Ronald M. Stewart, M.D.
Transactions in the Common Stock
The following transactions in the class of securities reported
on were effected in the last sixty days:
Transaction Number
Date Type of Shares Price
---- ----------- --------- ------
10/31/97 Buy 5,000 $ 2,436.99
11/3/97 Buy 10,000 4,868.63
11/12/97 Buy 5,000 2,436.99
EXHIBIT C
The following persons other than Mr. Helfgott, as owners
of record, have the right to receive dividends from and have
the right to the proceeds from the sale of the Shares listed
opposite their names that are beneficially owned by Mr.
Helfgott:
Name Number of Shares
- - --------------------------------- ----------------
Emma Marisa Helfgott 300
Max Jackson Helfgott Dinerman 300
Annie Helfgott 300
Jennifer Rose Dinerman. 300
Hamilton #15 Free & Accepted Masons 3,000
EXHIBIT D
The following persons other than Mr. Rosenblum, as owners
of record, have the right to receive dividends from and have
the right to the proceeds from the sale of the Shares listed
opposite their names that are beneficially owned by Mr.
Rosenblum:
Name Number of Shares
- - --------------------------------- ----------------
R&L Equity Partners 1,199,100
Levy Rosenblum Family Foundation 350,000
R&L Fixed Income Partners 300,000
United Distributors, Inc. 50,000
Wilshire Realty Company LP 100,000
EXHIBIT E
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of
each of the undersigned and that all subsequent amendments to
this statement on Schedule 13D, as amended, shall be filed on
behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED: November 14, 1997 /s/ Robert F. Collings,
individually
ROBERT F. COLLINGS
/s/ Hugh J. Kiley, Jr.,
individually
HUGH J. KILEY, JR.
/s/ Martin Helfgott,
individually
MARTIN HELFGOTT
/s/ Paul S. Rosenblum,
individually
PAUL S. ROSENBLUM
/s/ Ronald M. Stewart,
M.D., individually
RONALD M. STEWART, M.D.
/s/ Louis J. Williams,
individually
LOUIS J. WILLIAMS
