SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Falcon Cable Systems Company, a California limited partnership
(Name of issuer)
Units of Limited Partnership Interest
(Title of class of securities)
305902 10 8
(CUSIP number)
Stanley S. Itskowitch
Falcon Holding Group, L.P.
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024
(310) 824-9990
(Name, address and telephone number of person authorized
to receive notices and communications)
October 31, 1995
(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 / /.
(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.
(Continued on following pages)
(Page 1 of 16 Pages)<PAGE>
CUSIP No. 305902 10 8 13D Page 2 of 16 Pages
1 NAME OF PERSON
Marc B. Nathanson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, 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
7 SOLE VOTING POWER
NUMBER OF 622,383
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,260,530
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 569,783
WITH
10 SHARED DISPOSITIVE POWER
1,260,530
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,882,913
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
14 TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 305902 10 8 13D Page 3 of 16 Pages
1 NAME OF PERSON
Greg A. Nathanson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,260,530
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,260,530
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
14 TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 305902 10 8 13D Page 4 of 16 Pages
1 NAME OF PERSON
Nathanson Testamentary Trust B
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. Identification No. 95-6836510
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Trust Governed by Illinois Law
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF PERSON REPORTING*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 305902 10 8 13D Page 5 of 16 Pages
1 NAME OF PERSON
Nathanson Testamentary Trust B II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. Identification No. 95-6899708
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Trust Governed by Illinois Law
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF PERSON REPORTING*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 305902 10 8 13D Page 6 of 16 Pages
1 NAME OF PERSON
Advance TV of California, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. Identification No. 95-3761104
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 1,260,530
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,260,530
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,260,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
General. This Amendment No. 3 to the Schedule 13D
filed by Marc B. Nathanson, Greg A. Nathanson, Advance TV of
California, Inc., Nathanson Testamentary Trust B and Nathanson
Testamentary Trust B II (the "Reporting Persons") amends and
restates (in accordance with Rule 101(a)(2)(ii) of Regulation
S-T) the Schedule 13D dated January 15, 1987 as amended by
Amendment No. 1 thereto dated May 17, 1991 and Amendment No. 2
thereto dated May 17, 1993.
Item 1. Security and Issuer.
The title of the class of securities to which this
statement relates is:
Units of Limited Partnership Interests ("Units")
The name and address of the principal executive of-
fices of the issuer of such securities is:
Falcon Cable Systems Company,
a California limited partnership (the
"Partnership")
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024
Item 2. Identity and Background.
This statement is being filed by Marc B. Nathanson,
Greg A. Nathanson, Nathanson Testamentary Trust B, Nathanson
Testamentary Trust B II and Advance TV of California, Inc.
Marc Nathanson and Greg Nathanson are citizens of the
United States and, during the last five years, neither they nor
Nathanson Testamentary Trust B, Nathanson Testamentary Trust
B II nor Advance TV of California, Inc. have been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judi-
cial or administrative body of competent jurisdiction and as a
result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations, or prohib-
iting or mandating activities subject to, federal or state se-
curities laws or finding any violation with respect to such
laws.
Marc Nathanson is the Chairman of the Board, Chief
Executive Officer, and a director of Falcon Holding Group, Inc.
("FHG") and of Enstar Communications Corporation ("ECC"), and
has been Chairman and Chief Executive Officer of Falcon Inten-
rational Communications since August 21, 1995. His business
-7-<PAGE>
address is 10900 Wilshire Boulevard, 15th Floor, Los Angeles,
California 90024. Falcon Holding Group, L.P. ("FHGLP"), of
which FHG is the sole general partner, was formed in March of
1993 to effect the consolidation of the ownership of various
cable television businesses that were previously under the com-
mon management of FHG including Falcon Cablevision, Falcon
Telecable, Falcon Cable Media and Falcon Community Cable.
FHGLP is the general partner of Falcon Cable Investors Group,
the general partner of the Partnership (the "General Partner")
and manages the Partnership's operations. FHGLP also manages
the operations of certain other businesses engaged in the cable
television business including Falcon Classic Cable Income Prop-
erties, L.P. and, through its management of Falcon Cablevision,
the partnerships of which ECC is the corporate general partner.
Greg Nathanson is General Manager of KTLA-TV and his
business address is 5800 Sunset Boulevard, Los Angeles, Cali-
fornia 90028. Greg Nathanson is not a director or officer of
the General Partner, FHGLP, FHG or any related entities and is
not otherwise involved in the operation or management of the
Partnership.
Nathanson Testamentary Trust B was a trust formed
pursuant to an Illinois will that was probated in California.
On December 17, 1986, the trust was divided by court order into
two separate trusts, Nathanson Testamentary Trust B and
Nathanson Testamentary Trust B II. Pursuant to such court or-
der, Marc Nathanson is the sole beneficiary of Nathanson Testa-
mentary Trust B and Greg Nathanson is the sole beneficiary of
Nathanson Testamentary Trust B II. Marc and Greg Nathanson
each are co-trustees of each trust. The trusts' principal
business is investment in cable television systems, and their
business address and principal office is 10900 Wilshire Boule-
vard, 15th Floor, Los Angeles, California 90024.
Advance TV of California, Inc. is a California cor-
poration whose principal business is investment in cable tele-
vision systems. Marc Nathanson is the President, Greg
Nathanson is the Vice President, Treasurer and Secretary, and
they are both directors, of the corporation. Nathanson Testa-
mentary Trust B and Nathanson Testamentary Trust B II each owns
42.5%, and Marc Nathanson and Greg Nathanson own 10% and 5%,
respectively, of the common stock of Advance TV of California,
Inc. The business address and principal office of Advance TV
of California, Inc. is 10900 Wilshire Boulevard, 15th Floor,
Los Angeles, California 90024.
-8-<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Marc Nathanson acquired direct beneficial ownership
of 559,783 Units, and Advance TV of California, Inc. acquired
direct beneficial ownership of 1,239,130 Units, upon conversion
of their respective general partnership interests in the Part-
nership on December 31, 1986, as more fully described under the
caption "Use of Proceeds" in the Partnership's Prospectus dated
December 23, 1986. A copy of such Prospectus is filed with
this Schedule 13D as exhibit (a) and is incorporated herein by
reference.
On January 25, 1991, Marc Nathanson purchased 5,000
Units for an aggregate amount of $33,125. Funds for this pur-
chase were provided out of Marc Nathanson's personal funds.
Between June 29, 1990 and December 17, 1990, Advance
TV of California, Inc. purchased an aggregate of 21,400 Units
for an aggregate amount of $224,175. Funds for these purchases
were provided out of the corporation's working capital.
Between December 21, 1989 and December 28, 1990, an
aggregate of 14,000 Units was purchased either directly by Marc
Nathanson's children or by trusts for the benefit of his chil-
dren for an aggregate amount of $206,888. Between August 24,
1987 and December 21, 1990, an aggregate of 24,700 Units was
purchased by trusts for the benefit of Greg Nathanson's chil-
dren for an aggregate amount of $293,406. Funds for these pur-
chases were provided out of income from the children's or their
trusts' assets, as well as gifts from family members.
The persons filing this statement acquired the re-
ported beneficial ownership indirectly through Advance TV of
California, Inc., the Nathanson Testamentary Trust B or the
obligation to buy discussed under the caption "Cash Distribu-
tions and Allocation of Profit and Losses -- Minimum Antici-
pated Distribution" in the Partnership's Prospectus dated De-
cember 23, 1986, and is incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth under the captions "Use of
Proceeds" and "Cash Distributions and Allocation of Profit and
Losses -- Minimum Anticipated Distribution" in the Partner-
ship's Prospectus dated December 23, 1986 is incorporated
herein by reference.
The Partnership Agreement provides that the General
Partner (in which certain of the Reporting Persons possess an
-9-<PAGE>
indirect financial interest) shall use its best efforts to
cause the Partnership to cause the sale of all of the Partner-
ship's cable systems between December 31, 1991 and December 30,
1996. The Partnership has stated in its public reports and
filings that, from time to time, it may enter into discussions
regarding the sale of its cable systems to affiliates or other
parties (which may include entities in which some or all of the
Reporting Persons possess a financial interest). In addition,
the Partnership Agreement provides the General Partner or its
affiliates the right to purchase for cash substantially all of
the Partnership's cable systems at any time after December 31,
1991 without soliciting unaffiliated purchasers. Pursuant to
the Partnership Agreement, in the event the General Partner or
its affiliates exercise such right, the purchase price will be
determined solely by reference to an "appraised value" deter-
mined pursuant to an appraisal process set forth in the Part-
nership Agreement (the "Appraisal Process"). The Partnership
Agreement provides that the "appraised value" shall be deter-
mined by the average of three appraisal evaluations of the
Partnership's cable systems and provides that one appraiser is
to be selected by the General Partner; one appraiser is to be
selected by a majority vote of the independent members of the
Partnership's advisory committee; and one appraiser is to be
selected by the two appraisers already so chosen. If any such
appraisal is expressed as a range, then in calculating the av-
erage, the minimum amount of each such appraisal shall be used.
In the event of a sale of a cable system, including a sale to
the General Partner or its affiliates, the General Partner will
be entitled to a fee equal to 2-1/2% of gross proceeds from the
sale less any amounts paid as brokerage or similar fees to
third parties.
The Partnership has previously disclosed that the
General Partner or its affiliates (including the Reporting Per-
sons) may from time to time explore the possibility of exercis-
ing such purchase right. As disclosed in the Partnership's
10-Q for the period ended September 30, 1995, the General
Partner, in its exploration of the possibility of exercising
such purchase right, has initiated the Appraisal Process by
inviting the independent members of the Partnership's advisory
committee to designate a nationally-recognized independent
appraiser.
In conjunction with the initiation of the Appraisal
Process, the Reporting Persons made a preliminary proposal (the
"Proposal") to the independent members of the Partnership's
Advisory Committee with respect to an exchange transaction (the
"Exchange"). Under the Proposal, the Exchange would take place
immediately prior to the exercise by the General Partner or its
affiliate of their right to purchase for cash substantially all
-10-<PAGE>
of the Partnership's cable systems remaining after giving ef-
fect to the Exchange. In the Exchange, substantially all of
the Falcon Units owned by the Reporting Persons would be exchanged
for a portion (by value) of the Partnership's cable systems
equal to the proportion of total outstanding Units exchanged by
the Reporting Persons (the Reporting Persons would also relieve
Falcon of an equal proportion of its total debt).
Any decision of the Reporting Persons to pursue the
Proposal or consummate the Exchange ultimately will be depen-
dent upon numerous factors including, without limitation, (i)
the receipt by the General Partner of an opinion of a qualified
appraiser or other financial advisor selected by the indepen-
dent members of the Partnership's advisory committee as to,
among other things, the fairness of the Proposal as compared to
a sale of all of the Partnership's cable systems (without giv-
ing effect to the Exchange) to an affiliate of the General
Partner or its affiliates in accordance with their rights under
the Partnership Agreement (as described above), or the con-
clusion on another basis that such fairness was otherwise es-
tablished; (ii) the availability of the necessary debt or eq-
uity financing on favorable terms; (iii) the relative at-
tractiveness of alternative business and investment opportuni-
ties available; (iv) the regulatory environment for cable prop-
erties; and (v) future developments relating to the Partnership
and the cable industry, general economic conditions and other
future developments. If the Proposal is pursued and the Ex-
change is consummated, the Reporting Persons expect that they
would defer their potential tax liability as compared to a liq-
uidation of the Partnership without effecting the Exchange.
Although the foregoing reflects activities which the
Reporting Persons are currently exploring with respect to the
Partnership, the foregoing is subject to change at any time.
Accordingly, there can be no assurance that the Proposal, the
Exchange, or the sale of the cable systems of the Partnership
in accordance with the rights of the General Partner and its
affiliates under the terms of the Partnership Agreement (as
described above) or otherwise will be pursued or, if pursued,
when and if any of them will be successfully consummated. Ex-
cept as set forth above, the Reporting Persons have no present
plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
-11-<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Units
beneficially owned by each person named in Item 2 are as fol-
lows:*
<TABLE>
<CAPTION>
Number Percentage
Name of Units of Units
<S> <C> <C>
Marc B. Nathanson <F1>....... 1,882,913 29.4%
Greg A. Nathanson <F2>....... 1,294,530 20.2%
Nathanson Testamentary
Trust B <F3>............... 1,260,530 19.7%
Nathanson Testamentary
Trust B II <F3>............ 1,260,530 19.7%
Advance TV of California,.... 1,260,530 19.7%
Inc.
<FN>
<F1> Reported beneficial ownership includes 569,783 Units
held directly and 1,260,530 Units held by Advance TV
of California, Inc. Reported beneficial ownership
also includes an aggregate of 18,600 Units held ei-
ther directly by Marc Nathanson's children or by
trusts for the benefit of his children, and 34,000
Units held by trusts for the benefit of Greg Nathan-
son's children of which Marc Nathanson is sole
trustee.
<F2> Reported beneficial ownership consists of 1,260,530
Units held by Advance TV of California, Inc., and an
aggregate of 34,000 Units held by trusts for the ben-
efit of Greg Nathanson's children.
_____________________
* Except with respect to Marc Nathanson's direct beneficial
ownership of 569,783 Units and Advance TV of California,
Inc.'s direct beneficial ownership of 1,260,530 Units,
pursuant to Rule 13d-4, each person listed in Item 5(a)
hereby expressly declares that the filing of this state-
ment shall not be construed as an admission that such per-
son is, for purposes of Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the benefi-
cial owner of any of the listed equity securities.
-12-<PAGE>
<F3> Reported beneficial ownership consists of 1,260,530
Units held by Advance TV of California, Inc.
</FN>
</TABLE>
(b) For each person named in response to paragraph
(a) above, the number of Units for which there is sole power to
vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose, or to direct the disposition,
or shared power to dispose or to direct the disposition, are as
follows:
<TABLE>
<CAPTION>
Voting Power Dispositive Power
Sole Shared Sole Shared
Name
<S> <C> <C> <C> <C>
Marc B. Nathanson........ 622,383 1,260,530 569,783 1,260,530
Greg A. Nathanson........ -0- 1,260,530 -0- 1,260,530
Nathanson Testamentary
Trust B................ -0- -0- -0- -0-
Nathanson Testamentary
Trust B II............. -0- -0- -0- -0-
Advance TV of ........... 1,260,530 -0- 1,260,530 -0-
California, Inc.
</TABLE>
(c) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
The information set forth under the captions "Cash
Distributions and Allocation of Profits and Losses," "Manage-
ment -- Ownership of the General Partner and Affiliated Enti-
ties," "Description of Units" and "Summary of the Partnership
Agreement" in the Partnership's Prospectus dated December 23,
1986 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit
Number Description
(a) Prospectus dated December 23, 1986 filed as a part of
the Partnership's Registration Statement (File No.
33-9901) on Form S-1 (incorporated by reference to
-13-<PAGE>
such Registration Statement as filed with the Securi-
ties and Exchange Commission on December 23, 1986).
(b) Agreement to File a Joint Statement (contained on the
Signature pages to Amendment 2 to this Schedule 13D).
(c) Power of Attorney (contained on the Signature pages
to Amendment 2 to this Schedule 13D).
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, the
previously filed paper exhibits listed above are not required
to be, and are not, restated electronically.
(Signature page follows)
-14-<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the infor-
mation set forth in this statement is true, complete and cor-
rect. Pursuant to Rule 13d(1)(f), the undersigned agree that
this statement is filed on behalf of each of them. Each of the
undersigned constitute and appoint Marc B. Nathanson, Frank J.
Intiso and Michael K. Menerey and each or any of them, as such
person's true and lawful attorneys-in-fact and agents, with
full power of substitution, for such person and in such per-
son's name, place and stead, in any and all capacities, to sign
any or all amendments to this statement on Schedule 13D and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Partnership, the Securities
and Exchange Commission and each exchange on which the Units
are traded, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: November 8, 1995. MARC B. NATHANSON
*
GREG A. NATHANSON
*
ADVANCE TV OF CALIFORNIA, INC.
By: *
Marc B. Nathanson, President
NATHANSON TESTAMENTARY TRUST B
By: *
Marc B. Nathanson, co-trustee
By: *
Greg A. Nathanson, co-trustee
-15-<PAGE>
NATHANSON TESTAMENTARY TRUST B II
By: *
Marc B. Nathanson, co-trustee
By: *
Greg A. Nathanson, co-trustee
(*) By: /s/ Michael K. Menerey
Name: Michael K. Menerey
Title: Attorney-in-fact
(*) Executed by Michael K. Menerey as Attorney-in-
Fact for the named persons pursuant to the Power of
Attorney filed with Amendment No. 2 to this Schedule
13D (restated above).
-16-
