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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response....14.90
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)*
CHATCOM INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
161723101
- --------------------------------------------------------------------------------
(CUSIP Number)
Sandra L. Mallenbaum, Esq., c/o Anderson Kill & Olick, P.C.
1251 Avenue of the Americas, New York, New York 10020 (212) 278-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 6, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)(1)
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 [ ].
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.
(Continued on following pages)
(Page 1 of 15 Pages)
*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 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).
- --------
(1) This filing incorporates all information relevant to reportable events
effected by the Reporting Persons, who may be deemed a group for purposes
of Section 13(d) (the "Group"), with respect to the referenced class of
securities, from June 6, 1997 up to and including September 24, 1997.
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 2 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ernest P. Werlin
- ----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------------------------------------------------------------------------------------------------------
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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S. Citizen
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 25,000
SHARES --------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,133,932(1)
REPORTING --------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
25,000
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,133,932(1)
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) Ernest P. Werlin disclaims beneficial ownership of all shares of Common
Stock, all shares of Restricted Common Stock, all 10% convertible
preferred stock (the "10% CPS"), all 9.5% convertible notes (the "9.5%
Notes" or the "Notes"), and all Warrants owned by other persons, as well as
all shares of Common Stock into which the Notes and the 10% CPS could be
converted, and all shares of Common Stock which the Warrants could be used
to purchase.
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 3 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Brown
- ----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
This Amendment No. 1 is being filed to reflect, among other things, the fact that as (b) [ ]
of June 6, 1997, Andrew M. Brown may not be deemed to be a member of the group making
this filing with respect to, or for purposes of, Section 13 or for
any other purpose.
- ----------------------------------------------------------------------------------------------------------
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) [ ] [ ]
Not Applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---
SHARES --------------------------------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH ---
REPORTING --------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH ---
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
---
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 4 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. Powers
- ----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------------------------------------------------------------------------------------------------------
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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S. Citizen
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000
BENEFICIALLY --------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,133,932(1)
PERSON --------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,000
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,133,932(1)
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) Peter J. Powers disclaims beneficial ownership of all shares of Common
Stock, all shares of Restricted Common Stock, all 10% CPS, all 9.5% Notes,
and all Warrants owned by other persons, as well as all shares of Common
Stock into which the Notes and the 10% CPS could be converted, and all
shares of Common Stock which the Warrants could be used to purchase.
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 5 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund, 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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,566,966
BENEFICIALLY --------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON ---
WITH --------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,566,966
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,566,966
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.75
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 6 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Capital Corporation
- ----------------------------------------------------------------------------------------------------------
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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ---
BENEFICIALLY --------------------------------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,566,966(1)
WITH --------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,566,966(1)
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
---
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) High View Capital Corporation disclaims beneficial ownership of all shares
of Common Stock, all shares of Restricted Common Stock, all 10% CPS, all
9.5% Notes, and all Warrants owned by other persons, as well as all shares
of Common Stock into which the Notes and the 10% CPS could be converted,
and all shares of Common Stock which the Warrants could be used to
purchase.
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 7 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund
- ----------------------------------------------------------------------------------------------------------
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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
The Cayman Islands
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,566,966
BENEFICIALLY --------------------------------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ---
WITH --------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,566,966
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,566,966
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.75
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------------------- --------------------------------------
CUSIP NO. 161723101 PAGE 8 OF 15 PAGES
- -------------------------------------- --------------------------------------
- ----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Asset Management Corporation
- ----------------------------------------------------------------------------------------------------------
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) [ ]
Not applicable
- ----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ---
BENEFICIALLY --------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,566,966(1)
PERSON --------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
---
--------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,566,966(1)
- ----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
---
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---
- ----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) High View Asset Management Corporation disclaims beneficial ownership of
all shares of Common Stock, all shares of Restricted Common Stock, all 10%
CPS, all 9.5% Notes, and all Warrants owned by other persons, as well as
all shares of Common Stock into which the Notes and the 10% CPS could be
converted and which the Warrants could be used to purchase.
<PAGE>
<PAGE>
Page 9 of 15 Pages
CHATCOM INC.
(CUSIP NO. 161723101)
This Amendment No. 1 on Schedule 13D ("Amendment No. 1") relates to the
Statement on Schedule 13D filed on December 30, 1997 (the "Original Schedule
13D"). This Amendment No. 1 is being filed to reflect, among other things, the
fact that as of June 6, 1997, Andrew M. Brown may not be deemed to be a member
of the group of reporting persons consisting of The High View Fund, L.P., High
View Capital Corporation, The High View Fund, High View Asset Management
Corporation, Ernest P. Werlin, Peter J. Powers and Andrew M. Brown (the "Group"
or the "Reporting Persons") which filed the Original Schedule 13D and each
member of which disclaims beneficial ownership of shares of Common Stock, shares
of Restricted Common Stock, shares of 10% Convertible Preferred Stock, 9.5%
Notes, Warrants, shares of Common Stock into which the Notes and the 10%
Convertible Preferred Stock can be converted, and shares of Common Stock which
the Warrants may be used to purchase held by other persons and disclaims
membership in a group. Any capitalized term used herein and not otherwise
defined shall be given the meaning ascribed to it in the Original Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Original Schedule 13D is amended by replacing sub-parts (c) and
(d) therein with the following:
(c) 10% convertible preferred stock (the "10% CPS") issued by the
Company, which can be converted into shares of Common Stock, (d) 9.5%
convertible notes (the "9.5% Notes" or the "Notes") issued by the Company, which
can be converted into shares of Common Stock, and
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f)
Item 2 of the Original Schedule 13D is amended by replacing the second paragraph
of sub-part (II) with the following:
The sole stockholder of voting stock of HVCC is Ernest P. Werlin.
Mr. Werlin is a director, President and Treasurer of HVCC. Peter J. Powers is a
director, Senior Vice President and Secretary of HVCC.
Item 2 of the Original Schedule 13D is amended further by replacing the second
paragraph of sub-part (IV) with the following:
The sole stockholder of voting stock and the sole director of
HVAM is Mr. Werlin. Mr. Werlin is President of HVAM. Peter J. Powers is
Secretary, Treasurer and Vice President of HVAM.
Item 2 of the Original Schedule 13D is amended further by replacing sub-part
(VI) with the following paragraph:
(VI) This statement also is being filed on behalf of Mr. Brown to
reflect the fact that as of June 6, 1997, Mr. Brown ceased to be an officer of
and ceased to be associated with each of HVCC and HVAM, and Mr. Brown may no
longer be deemed to be a part of the Group which filed the Original Schedule
13D. Mr. Brown is a United States citizen whose present principal occupation is
as an independent consultant. His address is c/o Counterpoint Capital, 1301
Avenue of the Americas, Floor 40, New York, New York 10019-6076.
Item 2 of the Original Schedule 13D is amended further by replacing sub-part
(VII) with the following paragraph:
(VII) This statement also is being filed on behalf of Mr. Powers. Mr.
Powers's present principal occupation is as a director, Senior Vice President
and Secretary of HVCC and as Secretary, Treasurer and Vice President of HVAM.
Mr. Powers is a United States citizen whose business address is c/o HVCC, 805
Third Avenue, Floor 17, New York, New York 10022.
Item 2 of the Original Schedule 13D is amended further by replacing the second
through the seventh paragraphs on Page 10 with the following:
Each of the Delaware Fund and the Cayman Fund is making this
filing because, in addition to having acquired (a) shares of Common Stock of the
Company, (b) shares of Restricted Common Stock of the Company, (c) 10% CPS which
could be converted into shares of Common Stock of the Company, (d) 9.5% Notes
which could be converted into shares of Common Stock of the Company, and (e)
Warrants which could be used to purchase shares of Common Stock of the Company
for which each of the Delaware Fund and the Cayman Fund has sole voting power,
each of them, as reported in this Amendment No. 1, has disposed of shares of
Common Stock of the Issuer for which each has sole voting power.
<PAGE>
<PAGE>
Page 10 of 15 Pages
Mr. Werlin is making this filing because he has disposed of
shares of Common Stock of the Issuer for which he has sole voting power. In
addition, each of Ernest P. Werlin and Peter J. Powers is making this filing
because, due to the relationships described above, each of Mr. Werlin and Mr.
Powers could be deemed to have beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 (the "Act") of any (a) shares of
Common Stock, (b) shares of Restricted Common Stock (c) 10% CPS and the shares
of Common Stock into which they could be converted, (d) 9.5% Notes and the
shares of Common Stock into which they could be converted, and (e) Warrants and
the shares of Common Stock which they could be used to purchase which are held
by each of the Delaware Fund and the Cayman Fund. Each of Mr. Werlin and Mr.
Powers disclaims beneficial ownership of all shares of Common Stock held by
other persons, all shares of Restricted Common Stock held by other persons, all
10% CPS held by other persons, all 9.5% Notes held by other persons, all
Warrants held by other persons, and all shares of Common Stock into which the
Notes and the 10% CPS may be converted or which the Warrants may be used to
purchase.
Mr. Brown is making this filing to reflect the fact that as of
June 6, 1997, Mr. Brown ceased to be associated in any capacity with the
Delaware Fund, the Cayman Fund, HVCC and HVAM, and he may not be deemed to have
beneficial ownership for purposes of Section 13 or any other purpose of the
shares of Common Stock, the shares of Restricted Common Stock, the 10% CPS, the
9.5% Notes, the Warrants, the shares of Common Stock into which the Notes and
the 10% CPS may be converted or the shares of Common Stock that the Warrants may
be used to purchase held by any of the Reporting Persons.
HVCC is making this filing because, due to the relationship
between HVCC and the Delaware Fund, as described above, HVCC could be deemed to
have beneficial ownership for purposes of Section 13(d) of the Act of (a) the
shares of Common Stock, (b) the shares of Restricted Common Stock, (c) the 10%
CPS and the shares of Common Stock into which they could be converted, (d) the
9.5% Notes and the shares of Common Stock into which they could be converted,
and (e) the Warrants and the shares of Common Stock which they could be used to
purchase which are held by the Delaware Fund. HVCC disclaims beneficial
ownership of all shares of Common Stock held by other persons, all shares of
Restricted Common Stock held by other persons, all 10% CPS held by other
persons, all 9.5% Notes held by other persons, all Warrants held by other
persons, and all shares of Common Stock into which the Notes and the 10% CPS may
be converted or which the Warrants may be used to purchase.
HVAM is making this filing because, due to its relationship to
the Cayman Fund, as described above, HVAM could be deemed to have beneficial
ownership for purposes of Section 13(d) of the Act of (a) the shares of Common
Stock, (b) the shares of Restricted Common Stock, (c) the 10% CPS and the shares
of Common Stock into which they could be converted, (d) the 9.5% Notes and the
shares of Common Stock into which they could be converted, and (e) the Warrants
and the shares of Common Stock which they could be used to purchase which are
held by the Cayman Fund. HVAM disclaims beneficial ownership of all shares of
Common Stock held by other persons, all shares of Restricted Common Stock held
by other persons, all 10% CPS held by other persons, all 9.5% Notes held by
other persons, all Warrants held by other persons, and all shares of Common
Stock into which the Notes and the 10% CPS may be converted or which the
Warrants may be used to purchase.
The Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin, Mr.
Powers and Mr. Brown are making this group filing because up through June 5,
1997, such persons may have been deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act due to the relationships between and among the
Reporting Persons as described in Item 2 in the Original Schedule 13D and as
amended herein. Each of such persons disclaims beneficial ownership of shares of
Common Stock held by other persons, shares of Restricted Common Stock held by
other persons, 10% CPS held by other persons and the shares of Common Stock into
which such 10% CPS could be converted, 9.5% Notes held by other persons and the
shares of Common Stock into which such 9.5% Notes could be converted, and
Warrants held by other persons and the shares of Common Stock which such
Warrants could be used to purchase and disclaims membership in a group. Further,
this filing is being made to reflect, among other things, the fact that as of
June 6, 1997, Mr. Brown is no longer associated or affiliated in any way with
any of the Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin, or Mr. Powers
and that, as of June 6, 1997, Mr. Brown may not be deemed to be a member of the
group of Reporting Persons making this filing or to have beneficial ownership of
the shares of Common Stock, the shares of Restricted Common Stock, the 10% CPS
and the shares of Common Stock into which such 10% CPS could be converted, the
9.5% Notes and the shares of Common Stock into which such 9.5% Notes could be
converted, and the Warrants and the shares of Common Stock which such Warrants
could be used to purchase held by any of the Reporting Persons for purposes of
Section 13 or any other purpose.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is amended by replacing the first paragraph
therein with the following two paragraphs:
In open market transactions, the Delaware Fund acquired: 52,500
shares of Common Stock on September 9, 1996 for $2.5625 per share; 22,500 shares
of Common Stock on September 10, 1996 for $2.9375 per share; 37,500 shares
<PAGE>
<PAGE>
Page 11 of 15 Pages
of Common Stock on September 11, 1996 for $2.6875 per share; 50,000 shares of
Common Stock on September 26, 1996 for $2.54 per share; 2,500 shares of Common
Stock on February 20, 1997 for $3.1875 per share; and 50,000 shares of Common
Stock on May 15, 1997 for $1.6875 per share. In toto, these 215,000 shares of
Common Stock were acquired for a total purchase price of $520,750. The Delaware
Fund sold 57,500 shares of Common Stock in an open market transaction on October
28, 1996 for $2.5434 per share and 15,000 shares of Common Stock in an open
market transaction on October 29, 1996 for $2.5625 per share. In toto, these
72,500 shares of Common Stock were sold for a total price of $184,683. In a
private transaction on December 13, 1996, the Delaware Fund acquired 1,248
shares of 10% CPS convertible to up to 832,000 shares of Common Stock(2) for
$1,248,000 and Warrants to purchase 200,000 shares of Common Stock for $2,000.
In private transactions on May 7 and May 23, 1997, the Delaware Fund acquired
175 9.5% Notes convertible to up to 500,000 shares of Common Stock(3) for a
total purchase price of $175,000. On May 28, 1997, the Delaware Fund acquired
34,966 shares of Restricted Common Stock from the Issuer as a dividend on the
10% CPS. The $1,945,750 used by the Delaware Fund to purchase the shares of
Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants was obtained from
the working capital of the Delaware Fund.
As discussed further in Item 5 below, in open market transactions
on August 14, August 15 and August 22, 1997 the Delaware Fund sold 142,500
shares of Common Stock for a total price of $178,125.
Item 3 of the Original Schedule 13D is amended further by replacing the second
paragraph therein with the following two paragraphs:
In open market transactions, the Cayman Fund acquired: 52,500
shares of Common Stock on September 9, 1996 for $2.5625 per share; 22,500 shares
of Common Stock on September 10, 1996 for $2.9375 per share; 37,500 shares of
Common Stock on September 11, 1996 for $2.6875 per share; 50,000 shares of
Common Stock on September 29, 1996 for $2.54 per share; and 2,500 shares of
Common stock on February 20, 1997 for $3.1875 per share. In toto, these 165,000
shares of Common Stock were acquired for a total purchase price of $436,375. The
Cayman Fund sold 57,500 shares of Common Stock in an open market transaction on
October 28, 1996 for $2.5434 per share, 15,000 shares of Common Stock in an open
market transaction on October 29, 1996 for $2.5625 per share, and 50,000 shares
of Common Stock in an open market transaction on May 15, 1997 for $1.6875 per
share. In toto, these 122,500 shares of Common Stock were sold for a total price
of $269,058. In a private transaction on December 13, 1996, the Cayman Fund
acquired 1,248 shares of 10% CPS convertible to up to 832,000 shares of Common
Stock for $1,248,000 and Warrants to purchase 200,000 shares of Common Stock
for $2,000. In private transactions on May 7 and May 23, 1997, the Cayman Fund
acquired 175 9.5% Notes convertible to up to 500,000 shares of Common Stock
for a total purchase price of $175,000. On May 28, 1997, the Cayman Fund
acquired 34,966 shares of Restricted Common Stock from the Issuer as a dividend
on the 10% CPS. The $1,861,375 used by the Cayman Fund to purchase the shares of
Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants was obtained from
the working capital of the Cayman Fund.
- --------
(2) According to the terms of the 10% CPS, the Conversion Price at the time of
the conversion will be equal to the average closing bid price for the ten
(10) consecutive trading days immediately preceding the conversion date,
subject to anti-dilution adjustments. Through November 15, 1997, the
Company shall have the right to convert the 10% CPS into Common Stock. From
November 16, 1997 forward, the owner of the 10% CPS shall have the right to
convert the 10% CPS into Common Stock. In no event shall the Conversion
Price be less than $1.50 per share or greater than $4.50 per share. For the
purpose of this filing, the Reporting Persons are assuming a conversion
price of $1.50/share for the total amount of the 10% CPS. This is the
number based upon which figures reflecting conversion of the 10% CPS have
been calculated throughout this Amendment No. 1.
(3) According to the 9.5% Convertible Subordinated Note, the Conversion Price
at the time of the conversion will be equal to the greater of (x) $0.35
(the "Floor Price"), which Floor Price shall be subject to further
adjustment (which adjustment/s would be made in case/s of Issuer (i) paying
a stock dividend or making a distribution in shares of its capital stock;
(ii) subdividing its outstanding shares of Common Stock; (iii) combining
its outstanding shares of Common Stock into a smaller number of such
shares; or (iv) issuing by reclassification of its shares of Common Stock,
any share of capital stock) or (y) 75% of the "Market Price" (defined on
any date as the average "Stock Price" for the ten (10) consecutive trading
days immediately preceding such date) in effect on the Conversion Date,
provided however, that in no event will the Conversion Price exceed $0.95
per share. For the purpose of this filing, the Reporting Persons are
assuming a conversion price of $0.35/share for the total principal amount
of the 9.5% Notes. This is the number based upon which figures reflecting
conversion of the 9.5% Notes have been calculated throughout this Amendment
No. 1.
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Page 12 of 15 Pages
As discussed further in Item 5 below, in open market transactions on August 14,
August 15, and August 22, 1997, the Cayman Fund sold 42,500 shares of Common
Stock for a total price of $53,125.
Item 3 of the Original Schedule 13D is amended further by replacing the third
paragraph therein with the following two paragraphs:
In an open market transaction on September 9, 1996, Mr. Werlin
acquired 35,000 shares of Common Stock for $2.5625 per share. In an open market
transaction on September 10, 1996, Mr. Werlin acquired 15,000 shares of Common
Stock for $2.9375 per share. In an open market transaction on February 7, 1997,
Mr. Werlin acquired 20,000 shares of Common Stock for $3.48 per share. In toto,
these 70,000 shares of Common Stock were acquired for a total purchase price of
$203,350, which amount was obtained from Mr. Werlin's personal funds.
As discussed further in Item 5 below, in open market transactions
on August 25 and August 26, 1997, Mr. Werlin sold 45,000 shares of Common Stock
for a total price of $54,690.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is amended by replacing it with the
following:
Each of the Delaware Fund, the Cayman Fund, Mr. Werlin and Mr.
Powers holds its or his respective shares of Common Stock, Restricted Common
Stock, 10% CPS, 9.5% Notes, and Warrants, as applicable, to which this statement
on Schedule 13D relates for purposes of investment. At present, neither the
Delaware Fund, the Cayman Fund, Mr. Werlin, nor Mr. Powers has any plans to
purchase additional shares of Common Stock, 10% CPS, 9.5% Notes or Warrants or
to transfer shares of Common Stock, shares of Restricted Common Stock, 10% CPS,
9.5% Notes or Warrants. Except as disclosed in this Item 4, neither the Delaware
Fund, the Cayman Fund, Mr. Werlin nor Mr. Powers has current plans or proposals
which relate to or would result in any of the events described in Items (a)
through (j) of the instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is amended by replacing parts (a) and
(b) therein with the following:
(a) - (b)
(I) The Delaware Fund beneficially holds 34,966 shares of Restricted
Common Stock, 10% CPS convertible to up to 832,000 shares of Common Stock, 9.5%
Notes convertible to up to 500,000 shares of Common Stock, and Warrants that can
be used to purchase 200,000 shares of Common Stock for an aggregate beneficial
ownership of up to 1,566,966 shares of Common Stock, which amount constitutes
13.75% of the outstanding shares of Common Stock.
(II) For purposes of Rule 13(d) under the Act, because HVCC is the sole
general partner of the Delaware Fund, and because it could be deemed to share
voting and dispositive power with the Delaware Fund over the shares of
Restricted Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants held by
the Delaware Fund, HVCC may be deemed to be the beneficial owner of the 34,966
shares of Restricted Common Stock held by the Delaware Fund and the (i) 10% CPS,
(ii) 9.5% Notes and (iii) Warrants held by the Delaware Fund, which could be
converted into and/or used to purchase up to 1,532,000 shares of Common Stock.
Therefore, HVCC may be deemed to be the aggregate beneficial owner of up to
1,566,966 shares of Common Stock, which amount constitutes 13.75% of the
outstanding shares of Common Stock. HVCC disclaims beneficial ownership of all
shares of Common Stock, all shares of Restricted Common Stock, all 10% CPS, all
9.5% Notes and all Warrants held by other persons, as well as all shares of
Common Stock into which the Notes and the 10% CPS could be converted and all
shares of Common Stock which the Warrants could be used to purchase.
(III) The Cayman Fund beneficially holds 34,966 shares of Restricted
Common Stock, 10% CPS convertible to up to 832,000 shares of Common Stock, 9.5%
Notes convertible to up to 500,000 shares of Common Stock, and Warrants that can
be used to purchase 200,000 shares of Common Stock for an aggregate beneficial
ownership of up to 1,566,966 shares of Common Stock, which amount constitutes
13.75% of the outstanding shares of Common Stock.
(IV) For purposes of Rule 13(d) under the Act, because HVAM is
investment manager to the Cayman Fund, and because it could be deemed to share
voting and dispositive power with the Cayman Fund over the shares of Restricted
Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants held by the Cayman
Fund, HVAM may be deemed to be the beneficial owner of the 34,966 shares of
Restricted Common Stock held by the Cayman Fund and the (i) 10% CPS, (ii) 9.5%
Notes and (iii) Warrants held by the Cayman Fund, which could be converted into
and/or used to purchase up to 1,532,000 shares of Common Stock. Therefore, HVAM
may be deemed to be the aggregate beneficial owner of up to 1,566,966 shares of
Common Stock, which amount constitutes 13.75% of the outstanding shares of
Common Stock. HVAM disclaims beneficial ownership
<PAGE>
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Page 13 of 15 Pages
of all shares of Common Stock, all shares of Restricted Common Stock, all 10%
CPS, all 9.5% Notes and all Warrants held by other persons, as well as all
shares of Common Stock into which the Notes and the 10% CPS could be converted
and all shares of Common Stock which the Warrants could be used to purchase.
(V) Peter J. Powers beneficially holds 3,000 shares of Common Stock,
which amount constitutes 0.03% of the outstanding shares of Common Stock. Mr.
Powers is also a director, Senior Vice President and Secretary of HVCC. Because
Mr. Powers is an officer and a director of the general partner of the Delaware
Fund, and because he could be deemed to share with HVCC and the other director
and officer of HVCC voting and dispositive power over the shares of Restricted
Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants held by the Delaware
Fund, for purposes of Rule 13(d) under the Act, Mr. Powers may be deemed to be
the beneficial owner of the 34,966 shares of Restricted Common Stock held by the
Delaware Fund and the (i) 10% CPS, (ii) 9.5% Notes and (iii) Warrants held by
the Delaware Fund, which could be converted into and/or used to purchase up to
1,532,000 shares of Common Stock. Further, as Mr. Powers is also an officer of
HVAM, because of Mr. Powers's relationship to the Cayman Fund through his
position at HVAM, and because he could be deemed to share with HVAM, and with
the director and other officer of HVAM voting and dispositive power of the
shares of Restricted Common Stock, the 10% CPS, the 9.5% Notes, and the Warrants
held by the Cayman Fund, for purposes of Rule 13(d) under the Act, Mr. Powers
may be deemed to be the beneficial owner of the 34,966 shares of Restricted
Common Stock held by the Cayman Fund and the (i) 10% CPS, (ii) 9.5% Notes and
(iii) Warrants held by the Cayman Fund, which could be converted into
and/or used to purchase up to 1,532,000 shares of Common Stock.
Therefore, Mr. Powers may be deemed to be the aggregate beneficial owner of up
to 3,136,932 shares of Common Stock, which amount constitutes 24.2% of the
outstanding shares of Common Stock. Mr. Powers disclaims beneficial ownership of
all shares of Common Stock, all shares of Restricted Common Stock, all 10% CPS,
all 9.5% Notes and all Warrants held by other persons, as well as all shares of
Common Stock into which the Notes and the 10% CPS could be converted and all
shares of Common Stock which the Warrants could be used to purchase.
(VI) As of June 6, 1997, Andrew M. Brown was no longer affiliated with
any of the Delaware Fund, HVCC, the Cayman Fund, HVAM, Ernest P. Werlin or Peter
J. Powers. He may not be deemed to be the beneficial owner of any shares of
Common Stock held by any Reporting Person, any shares of Restricted Common Stock
held by any Reporting Person, any 10% CPS held by any Reporting Person, any 9.5%
Notes held by any Reporting Person, any Warrants held by any Reporting Person,
or any shares of Common Stock into which the Notes and the 10% CPS may be
converted or which the Warrants may be used to purchase for purposes of Section
13 or any other purpose.
(VII) Ernest P. Werlin beneficially holds 25,000 shares of Common Stock,
which constitutes 0.25% of the outstanding shares of Common Stock. In addition,
because Mr. Werlin is the sole stockholder, a director, and the President and
Treasurer of HVCC, because of the relationship between HVCC and the Delaware
Fund, as discussed in this Item 5, and because therefore Mr. Werlin may be
deemed to share with HVCC and the other director and officer of HVCC voting and
dispositive power over the shares of Restricted Common Stock, the 10% CPS, the
9.5% Notes and the Warrants held by the Delaware Fund, for purposes of Rule
13(d) under the Act, Mr. Werlin may be deemed to be the beneficial owner of the
34,966 shares of Restricted Common Stock held by the Delaware Fund and the (i)
10% CPS, (ii) 9.5% Notes and (iii) Warrants held by the Delaware Fund, which
could be converted into and/or used to purchase up to 1,532,000 shares of Common
Stock. Mr. Werlin is also the sole director, sole stockholder, and the President
of HVAM. Because of the positions he holds at HVAM, because of his relationship
to the Cayman Fund through his positions at HVAM, and because Mr. Werlin may be
deemed to share with HVAM and with the other officer of HVAM voting and
dispositive power over the shares of Restricted Common Stock, the 10% CPS, the
9.5% Notes and the Warrants held by the Cayman Fund, for purposes of Rule 13(d)
under the Act, Mr. Werlin may be deemed to be the beneficial owner of the 34,966
shares of Restricted Common Stock held by the Cayman Fund and the (i) 10% CPS,
(ii) 9.5% Notes and (iii) Warrants held by the Cayman Fund, which could be
converted into and/or used to purchase up to 1,532,000 shares of Common Stock.
Therefore, Mr. Werlin may be deemed to be the aggregate beneficial owner of up
to 3,158,932 shares of Common Stock, which amount constitutes 24.37% of the
outstanding shares of Common Stock. Mr. Werlin disclaims beneficial ownership of
all shares of Common Stock, all shares of Restricted Common Stock, all 10% CPS,
all 9.5% Notes and all Warrants held by other persons, as well as all shares of
Common Stock into which the Notes and the 10% CPS could be converted and all
shares of Common Stock which the Warrants could be used to purchase.
By reason of the relationships described in Item 2 and this Item
5 above, the Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin and Mr.
Powers may be deemed to constitute a "group" within the meaning of Rule 13d-5
under the Act. Pursuant to Rule 13d-4 under the Act, neither the filing of this
statement nor any of its contents shall be construed as an admission that any
person named herein is, for purposes of Section 13(d) or 13(g) of the Act (or
pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any shares of
Common Stock, any shares of Restricted Common Stock, any 10% CPS, any 9.5%
Notes, any Warrants, any shares of Common Stock into which the Notes and the 10%
CPS could be converted, or any shares of Common Stock which the Warrants could
be used to purchase held by other members of any such group. Additionally, each
of the persons named herein disclaims membership in a group. Finally, as of June
6, 1997, Andrew M. Brown, who was included as a Reporting Person on the Original
Schedule 13D as a member of the Group, ceased to be
<PAGE>
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Page 14 of 15 Pages
associated with the Group and with each of the Delaware Fund, HVCC, the Cayman
Fund, HVAM, Mr. Werlin and Mr. Powers and cannot be deemed to be the beneficial
owner of any shares of Common Stock held by any Reporting Person, any shares of
Restricted Common Stock held by any Reporting Person, any 10% CPS held by any
Reporting Person, any 9.5% Notes held by any Reporting Person, any Warrants held
by any Reporting Person, and any shares of Common Stock into which the Notes and
the 10% CPS could be converted or which the Warrants could be used to purchase
for purposes of Section 13 or for any other purpose.
Item 5 of the Original Schedule 13D is amended further by replacing part (c)
therein with the following two paragraphs:
(c) In an open market transaction on April 30, 1997, Peter J.
Powers acquired 3,000 shares of Common Stock for $1.75 per share. In open market
transactions on May 15, 1997, the Delaware Fund acquired and the Cayman Fund
disposed of 50,000 shares of Common Stock for $1.6875 per share. In private
placements on May 7, 1997, each of the Delaware Fund and the Cayman Fund
purchased 75 9.5% Notes convertible to up to 214,286 shares of Common Stock for
$1,000 per Note. In private placements on May 23, 1997, each of the Delaware
Fund and the Cayman Fund purchased 100 9.5% Convertible Notes convertible to up
to 285,714 shares of Common Stock for $1,000 per Note. On May 28, 1997, each of
the Delaware Fund and the Cayman Fund received a dividend on the 10% CPS of
34,966 shares of Restricted Common Stock from the Issuer. As of June 5, 1997,
except as discussed in this paragraph, no other transactions in shares of Common
Stock, shares of Restricted Common Stock, 10% CPS, 9.5% Notes or Warrants were
effected in the past 60 days by any of the Reporting Persons.
In open market transactions on August 14, 1997, the Delaware Fund
disposed of 15,000 shares of Common Stock and the Cayman Fund disposed of 5,000
shares of Common Stock for $1.25 per share. In open market transactions on
August 15, 1997, the Delaware Fund disposed of 30,000 shares of Common Stock and
the Cayman Fund disposed of 10,000 shares of Common Stock for $1.25 per share.
In open market transactions on August 22, 1997, the Delaware Fund disposed of
97,500 shares of Common Stock and the Cayman Fund disposed of 27,500 shares of
Common Stock for $1.25 per share. In an open market transaction on August 25,
1997, Mr. Werlin disposed of 20,000 shares of Common Stock for $1.3125 per
share, and in an open market transaction on August 26, 1997, Mr. Werlin disposed
of 25,000 shares of Common Stock for $1.1376 per share. Except as discussed in
this paragraph, no other transactions in shares of Common Stock were effected in
the past 60 days by any of the Reporting Persons.
Item 5 of the Original Schedule 13D is amended further by replacing part (e)
therein with the following:
(e)
As of June 6, 1997, Andrew M. Brown may not be deemed to be a
member of the Group consisting of the Delaware Fund, HVCC, the Cayman Fund,
HVAM, Ernest P. Werlin and Peter J. Powers for purposes of Section 13 or for any
other purpose, and as of June 6, 1997, Andrew M. Brown may not be deemed to be
the beneficial owner of more than five percent of the shares of Common Stock in
connection with any of the other Reporting Persons.
<PAGE>
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Page 15 of 15 Pages
SIGNATURE
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: January 30, 1998
/s/ ERNEST P. WERLIN
________________________
Ernest P. Werlin
/s/ ANDREW M. BROWN
________________________
Andrew M. Brown*
/s/ PETER J. POWERS
________________________
Peter J. Powers
THE HIGH VIEW FUND, L.P.
By: High View Capital Corporation,
its general partner
By: /s/ ERNEST P. WERLIN
__________________________
Ernest P. Werlin
President
HIGH VIEW CAPITAL CORPORATION
By: /s/ ERNEST P. WERLIN
__________________________
Ernest P. Werlin
President
THE HIGH VIEW FUND
By: /s/ CEDRIC L. CARROLL
__________________________
Cedric L. Carroll
Director
HIGH VIEW ASSET MANAGEMENT CORPORATION
By: /s/ ERNEST P. WERLIN
__________________________
Ernest P. Werlin
President
* This Amendment No. 1 is being filed to reflect, among other things, the fact
that as of June 6, 1997, Mr. Brown ceased to be associated or affiliated in any
way with any other Reporting Person and may not be deemed to be a member of the
Group making this filing for purposes of Section 13 or for any other purpose.
Each of the Reporting Persons disclaims beneficial ownership of all shares of
Common Stock, all shares of Restricted Common Stock, all 10% CPS, all 9.5% Notes
and all Warrants held by other persons, as well as all shares of Common Stock
into which the Notes and the 10% CPS could be converted and all shares of Common
Stock which the Warrants could be used to purchase.
<PAGE>
