SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. )*
ARISTA INVESTORS CORP.
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
040408106
(CUSIP Number)
JUNE 9, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: HELMUT N. FRIEDLAENDER
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 52,000
6. SHARED VOTING POWER: 32,000
7. SOLE DISPOSITIVE POWER: 52,000
8. SHARED DISPOSITIVE POWER: 32,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
84,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.27%
12. TYPE OF REPORTING PERSON: IN
Page 2 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: HELMUT N. FRIEDLAENDER IRA
ROLLOVER ACCOUNT
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 39,500
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 39,500
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
39,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.53%
12. TYPE OF REPORTING PERSON: IN
Page 3 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: RONALD J. STEIN, HELMUT N.
FRIEDLAENDER & EDITH F. BONDI TRUSTEES OF TRUSTS CREATED U/W/O
HEDWIG FRIEDLAENDER-F/B/O HELMUT N. FRIEDLAENDER
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-6216212
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 7,500
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 7,500
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.29%
12. TYPE OF REPORTING PERSON: OO
Page 4 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: RONALD J. STEIN, HELMUT N.
FRIEDLAENDER & EDITH F. BONDI TRUSTEES OF TRUSTS CREATED U/W/O
HEDWIG FRIEDLAENDER-F/B/O EDITH F. BONDI
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-6216164
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 7,500
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 7,500
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.29%
12. TYPE OF REPORTING PERSON: OO
Page 5 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: EUGEN FRIEDLAENDER FOUNDATION,
INC.
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-6077311
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[X] (b) [ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 15,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 15,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.58%
12. TYPE OF REPORTING PERSON: CO
Page 6 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: GUMPEL-LURY FOUNDATION
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-2915655
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 2,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 2,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.08%
12. TYPE OF REPORTING PERSON: CO
Page 7 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: JUDITH G. FRIEDLAENDER
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 16,500
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 16,500
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
16,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.64%
12. TYPE OF REPORTING PERSON: IN
Page 8 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: JUDITH G. FRIEDLAENDER CUSTODIAN
FOR CATHERINE ANN FRIEDLAENDER
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 4,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 4,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.16%
12. TYPE OF REPORTING PERSON: IN
Page 9 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: RONALD J. STEIN AS TRUSTEE U/A/D
12/11/47 FOR JUDITH GUMPEL FRIEDLAENDER
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-6077310
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 5,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 5,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.19%
12. TYPE OF REPORTING PERSON: OO
Page 10 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: RONALD J. STEIN AS TRUSTEE U/A/D
12/11/47 FOR JANE LURY FRIEDLAENDER
13-6077309
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 3,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 3,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.12%
12. TYPE OF REPORTING PERSON: OO
Page 11 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: RONALD J. STEIN AND THOMAS M.
FRANCK, TRUSTEES U/A/D 11-19-70 F/B/O ARDITH Y. BONDI
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
13-6326629
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 7,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 7,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.27%
12. TYPE OF REPORTING PERSON: OO
Page 12 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: ARDITH Y. BONDI
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 15,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 15,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.58%
12. TYPE OF REPORTING PERSON: IN
Page 13 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: REBECCA OSBORN
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 10,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 10,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.39%
12. TYPE OF REPORTING PERSON: IN
Page 14 of 19 Pages
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CUSIP No.: 040408106
1. NAMES OF REPORTING PERSONS: WOLFGANG J. NEUMANN IRA ACCOUNT
2. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ X ] (b)[ ]
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 2,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 2,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.08%
12. TYPE OF REPORTING PERSON: IN
Page 15 of 19 Pages
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Item 1(a). Name of Issuer:
ARISTA INVESTORS CORP.
Item 1(b). Address of Issuer's Principal Executive Offices:
116 JOHN STREET
NEW YORK, NEW YORK 10038
Item 2(a). Name of Person Filing:
THIS STATEMENT IS BEING FILED BY (A) HELMUT N. FRIEDLAENDER, (B) HELMUT N.
FRIEDLAENDER INDIVIDUAL RETIREMENT ACCOUNT, (C) RONALD J. STEIN, HELMUT N.
FRIEDLAENDER AND EDITH F. BONDI, AS TRUSTEES U/W/O HEDWIG FRIEDLAENDER F/B/O
HELMUT N. FRIEDLAENDER, (D) RONALD J. STEIN, HELMUT N. FRIEDLAENDER AND EDITH F.
BONDI, TRUSTEES U/W/O HEDWIG FRIEDLAENDER F/B/O EDITH F. BONDI, (E) THE EUGEN
FRIEDLAENDER FOUNDATION, INC., (F) THE GUMPEL-LURY FOUNDATION, (G) JUDITH G.
FRIEDLAENDER, INDIVIDUALLY AND AS CUSTODIAN FOR CATHERINE ANN FRIEDLAENDER, (H)
RONALD J. STEIN AS TRUSTEE F/B/O JUDITH GUMPEL FRIEDLAENDER, (I) RONALD J. STEIN
AS TRUSTEE F/B/O JANE LURY FRIEDLAENDER, (J) RONALD J. STEIN AND THOMAS N.
FRANCK AS TRUSTEES F/B/O ARDITH Y. BONDI, (K) ARDITH Y. BONDI, (L) REBECCA
OSBORNE AND (M) WOLFGANG J. NEUMAN INDIVIDUAL RETIREMENT ACCOUNT (COLLECTIVELY,
THE "REPORTING PERSONS").
Item 2(b). Address of Principal Business Office or, if None, Residence:
EXCEPT FOR RONALD J. STEIN, THE BUSINESS ADDRESS OF EACH OF THE REPORTING
PERSONS IS: C/O HELMUT N. FRIEDLAENDER, SUITE 3820, 60 EAST 42ND STREET, NEW
YORK, NY 10165. THE BUSINESS ADDRESS OF RONALD J. STEIN IS 180 MAIDEN LANE, NEW
YORK, NY 10038.
Item 2(c). Citizenship:
EACH OF THE REPORTING PERSONS WHO IS AN INDIVIDUAL IS A UNITED STATES
CITIZEN.
Item 2(d). Title of Class of Securities:
CLASS A COMMON STOCK, $0.01 PAR VALUE
Item 2(e). CUSIP Number: 040408106
Page 16 of 19 Pages
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Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d- 1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d- 1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ].
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 142,500 SHARES
(b) Percent of class: 5.54%
Helmut N. Friedlaender, directly and through an individual retirement
account, has sole voting and dispositive power as to 52,000 shares. As
co-trustee of trusts for the benefit of himself (7,500 shares) and Edith F.
Bondi (7,500 shares) and as a Director of the Eugen Friedlaender Foundation,
Inc. (15,000 shares) and the Gumpel-Lury Foundation (2,000 shares), Mr.
Friedlaender may be deemed to share voting and dispositive power with respect to
an aggregate of 32,000 shares.
Page 17 of 19 Pages
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Ronald J. Stein, as trustee of trusts f/b/o Judith Gumpel Friedlaender
(5,000 shares) and Jane Lury Friedlaender (3,000 shares), as co-trustee of
trusts f/b/o Helmut N. Friedlaender (7,500 shares), Edith F. Bondi (7,500
shares) and Ardith Y. Bondi (7,000 shares) and as a Director of the Eugen
Friedlaender Foundation, Inc. (15,000 shares) and the Gumpel-Lury Foundation
(2,000 shares), may be deemed to have sole voting and dispositive power with
respect to 8,000 shares and shared voting and dispositive power as to 39,000
shares.
The other Reporting Persons beneficially own shares of the issuer as
follows:
Judith Friedlaender 12,500 shares
Judith Friedlaender as Custodian for
Catherine Ann Friedlaender 4,000 shares
Ardith Y. Bondi 15,000 shares
Rebecca Osborn 10,000 shares
Wolfgang J. Neuman IRA Account 2,000 shares
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
NOT APPLICABLE.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group.
SEE ITEM 2A
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE.
Item 10. Certifications.
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED AND ARE NOT
HELD FOR THE PURPOSE OF OR WITH THE
Page 18 of 19 Pages
<PAGE>
EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF THE
SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN CONNECTION WITH
OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EUGEN FRIEDLAENDER FOUNDATION INC.
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
Officer and Director
GUMPEL-LURY FOUNDATION
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
Officer and Director
RONALD J. STEIN, HELMUT N.
FRIEDLAENDER & EDITH F. BONDI
TRUSTEES OF TRUSTS CREATED U/W/O
HEDWIG FRIEDLAENDER - F/B/O HELMUT
N. FRIEDLAENDER F/B/O EDITH F. BONDI
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
Trustee
HELMUT N. FRIEDLAENDER
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
HELMUT N. FRIEDLAENDER IRA
ROLLOVER ACCOUNT
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
JUDITH G. FRIEDLAENDER CUSTODIAN
FOR CATHERINE ANN FRIEDLAENDER
REBECCA OSBORN
ARDITH Y. BONDI
JUDITH G. FRIEDLAENDER
WOLFGANG J. NEUMANN IRA ACCOUNT
RONALD J. STEIN AS TRUSTEE U/A/D
12/1/47 FOR JANE LURY FRIEDLAENDER
RONALD J. STEIN AS TRUSTEE U/A/D
12/11/47 FOR JUDITH GUMPEL
FRIEDLAENDER
RONALD J. STEIN AND THOMAS M.
FRANCK, TRUSTEES U/A/D 11-19-70
F/B/O ARDITH Y. BONDI
/s/ HELMUT N. FRIEDLAENDER
------------------------------------
HELMUT N. FRIEDLAENDER
As Attorney-in-Fact
Page 19 of 19 Pages
<PAGE>
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13G (the "Joint
Statement") to which this joint reporting agreement and power of attorney (the
"Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on behalf
of all of the Reporting Persons rather than individual statements on Schedule
13G on behalf of each of the Reporting Persons;
NOW THEREFORE, the undersigned hereby agree as follows with each of the
other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing of
the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such Reporting Person contained in the
Joint Statement.
3. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning the other Reporting Persons contained in
the Joint Statement, unless such Reporting Person knows or has reason to believe
that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any amendment
thereto will be, filed on behalf of each of the Reporting Persons.
5. The undersigned hereby appoints Helmut N. Friedlaender and Ronald J.
Stein, and each of them, as attorney-in-fact for the undersigned with authority
to execute and deliver on behalf of the undersigned any and all documents
(including any amendments thereto) required to be filed by the undersigned or
otherwise executed and delivered by the undersigned pursuant to the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, all
other federal, state and local securities and corporation laws, and all
regulations promulgated thereunder.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
----------------------------------
JUDITH G. FRIEDLAENDER
/s/ JUDITH G. FRIEDLAENDER
----------------------------------
(Signature)
----------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
JUDITH G. FRIEDLAENDER CUSTODIAN
FOR CATHERINE ANN FRIEDLAENDER
/s/ JUDITH G. FRIEDLAENDER
-------------------------------------
(Signature)
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
----------------------------------
ARDITH Y. BONDI
/s/ ARDITH Y. BONDI
----------------------------------
(Signature)
----------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
----------------------------------
REBECCA OSBORN
/s/ REBECCA OSBORN
----------------------------------
(Signature)
----------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
WOLFGANG J. NEUMANN IRA ACCOUNT
/s/ WOLFGANG J. NEUMANN
-------------------------------------
(Signature)
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
EUGEN FRIEDLAENDER FOUNDATION,
INC.
/s/ HELMUT N. FRIEDLAENDER
-------------------------------------
(Signature)
Officer and Director
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
GUMPEL-LURY FOUNDATION
/s/ HELMUT N. FRIEDLAENDER
-------------------------------------
(Signature)
Officer and Director
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
RONALD J. STEIN, HELMUT N.
FRIEDLAENDER & EDITH F. BONDI
TRUSTEES OF TRUSTS CREATED U/W/O
HEDWIG FRIEDLAENDER - F/B/O HELMUT
N. FRIEDLAENDER F/B/O EDITH F. BONDI
/s/ HELMUT N. FRIEDLAENDER
-------------------------------------
(Signature)
Trustee
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
HELMUT N. FRIEDLAENDER
/s/ HELMUT N. FRIEDLAENDER
-------------------------------------
(Signature)
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
HELMUT N. FRIEDLAENDER IRA
ROLLOVER ACCOUNT
/s/ HELMUT N. FRIEDLAENDER
-------------------------------------
(Signature)
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
RONALD J. STEIN AS TRUSTEE U/A/D
12/1//47 FOR JANE LURY FRIEDLAENDER
/s/ RONALD J. STEIN
-------------------------------------
(Signature)
Trustee
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
RONALD J. STEIN AS TRUSTEE U/A/D
12/11/47 FOR JUDITH GUMPEL
FRIEDLAENDER
/s/ RONALD J. STEIN
-------------------------------------
(Signature)
Trustee
-------------------------------------
(Title, if applicable)
<PAGE>
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated as of: June 18, 1999
-------------------------------------
RONALD J. STEIN AND THOMAS M.
FRANCK, TRUSTEES U/A/D 11-19-70
F/B/O ARDITH Y. BONDI
/s/ RONALD J. STEIN
-------------------------------------
(Signature)
Trustee
-------------------------------------
(Title, if applicable)
