DONNELLY CORP
SC 13D, 2000-08-21
GLASS PRODUCTS, MADE OF PURCHASED GLASS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934

                               (Amendment No. )*


                             DONNELLEY CORPORATION
                               (Name of Issuer)

                                    CLASS A
                                 COMMON STOCK
                        (Title of Class of Securities)

                                   257870105
                                (CUSIP Number)

                             Jilaine Hummel Bauer
                   Senior Vice President and General Counsel
                           Heartland Advisors, Inc.
                              789 N. Water Street
                              Milwaukee, WI 53202
                                 414-977-8727
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                August 16, 2000
            (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 (S)(S).240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ X ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for 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>

CUSIP No.  257870105                     13D

------------------------------------------------------------------------------
 1.   NAMES OF REPORTING PERSONS
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        HEARTLAND ADVISORS, INC.         #39-1078128
------------------------------------------------------------------------------
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC USE ONLY


------------------------------------------------------------------------------
 4.   SOURCE OF FUNDS (See Instructions)

         OO - Funds of investment advisory clients
------------------------------------------------------------------------------
 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]

------------------------------------------------------------------------------
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION

       STATE OF WISCONSIN, USA
------------------------------------------------------------------------------
                     7.   SOLE VOTING POWER

     NUMBER OF
                           1,140,600
      SHARES       -----------------------------------------------------------
                     8.   SHARED VOTING POWER
   BENEFICIALLY

     OWNED BY             None
                   -----------------------------------------------------------
       EACH          9.   SOLE DISPOSITIVE POWER

    REPORTING
                          1,650,400
      PERSON       -----------------------------------------------------------
                    10.   SHARED DISPOSITIVE POWER
       WITH
                          None
------------------------------------------------------------------------------
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


        1,650,400
------------------------------------------------------------------------------
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)

------------------------------------------------------------------------------
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      27.3% (rounded up to nearest tenth)
------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON (See Instructions)
14
      IA
------------------------------------------------------------------------------
<PAGE>

CUSIP No.  257870105                     13D

------------------------------------------------------------------------------
 1.   NAMES OF REPORTING PERSONS
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      WILLIAM J. NASGOVITZ                ####-##-####
------------------------------------------------------------------------------
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC USE ONLY


------------------------------------------------------------------------------
 4.   SOURCE OF FUNDS (See Instructions)
         PF - Personal Funds of reporting person and family members
------------------------------------------------------------------------------
 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]

------------------------------------------------------------------------------
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION

       USA
------------------------------------------------------------------------------
                     7.   SOLE VOTING POWER

     NUMBER OF
                           400,000
      SHARES       -----------------------------------------------------------
                     8.   SHARED VOTING POWER
   BENEFICIALLY

     OWNED BY             None
                   -----------------------------------------------------------
       EACH          9.   SOLE DISPOSITIVE POWER

    REPORTING
                          None
      PERSON       -----------------------------------------------------------
                    10.   SHARED DISPOSITIVE POWER
       WITH
                          None
------------------------------------------------------------------------------
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


        400,000
------------------------------------------------------------------------------
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      [X]

------------------------------------------------------------------------------
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      6.6% (rounded up to nearest tenth)
------------------------------------------------------------------------------
14.   TYPE OF REPORTING PERSON (See Instructions)

      IN
------------------------------------------------------------------------------



Item 1.  Security and Issuer.
         -------------------
<PAGE>

This statement relates to shares of the common stock, $ .1 par value per share,
(the "Shares") of Donnelly Corporation (the "Company"). The principal executive
offices of the Company are located at 49 West Third Street, Holland, MI 49423-
2813.

Item 2. Identity and Background.
        -----------------------

<TABLE>
    <S>                                                                   <C>
    (a) Name of Person Filing:  (1) Heartland Advisors, Inc.              (2) William J. Nasgovitz
        ---------------------

    (b) Address of Principal Business Office:
        ------------------------------------
                                (1) 789 North Water Street                (2) 789 North Water Street
                                    Milwaukee, WI  53202                      Milwaukee, WI 53202

    (c) Citizenship:   Heartland Advisors is a Wisconsin corporation.     William J. Nasgovitz - U.S.A
        -----------

    (d) Title of Class of Securities:  Class A Common Stock
        ----------------------------

    (e) CUSIP Number:  257870105
        ------------
</TABLE>

This  statement  is  being  filed  by  Heartland  Advisors,  Inc.,  a  Wisconsin
corporation ("HAI"), and William J. Nasgovitz, the principal shareholder of HAI.
HAI is a federally registered investment adviser that provides investment
advisory services to Heartland Group, Inc., a registered investment company
("Heartland Group"), as well as private investment advisory clients (the
"Accounts"). Mr. Nasgovitz joins in this filing pursuant to SEC staff positions
authorizing certain individuals in similar situations to join in a filing with a
controlled entity. The reporting persons do not admit that they constitute a
group. Information concerning Mr. Nasgovitz and the name, business address,
principal occupation and citizenship of each of the executive officers and
directors of HAI is set forth in Exhibit C hereto.

During the last five years,  neither HAI nor Mr. Nasgovitz has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that caused either of them, as a result of such
proceeding, to be subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.
         --------------------------------------------------

The Heartland Value Fund (the "Heartland Fund"), a series of Heartland Group,
holds an aggregate of 400,000 Shares, which were purchased for cash in the
amount of $5,801,621.88, including brokerage commissions. The assets of the
Heartland Fund were used to purchase such Shares, and no part of the purchase
price was represented by borrowed funds.

The Accounts own an aggregate of 1,250,400 Shares, which were purchased for
cash, or on margin in accordance with margin agreements on industry standard
terms, in the amount of $18,729,306.30, including brokerage commissions. Except
for margin purchases, the assets of the Accounts were used in making such
purchases and no part of the purchase price was represented by borrowed funds.

William J. Nasgovitz, as a result of his position with and stock ownership of
HAI, could be deemed to have voting and/or investment power over the 1,650,400
shares HAI beneficially owns. Of these 1,650,400 shares, 400,000 Shares also may
be deemed beneficially owned within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934 by Mr. Nasgovitz as a result of his position as an officer
and director of Heartland Group, which could be deemed to confer upon him voting
power over the shares Heartland Group beneficially owns.

Item 4.  Purpose of Transaction.
         ----------------------
<PAGE>

All of the shares of the Company owned by the Reporting Persons were, at the
time of their purchase, acquired for investment purposes in the ordinary course
of business. The Reporting Persons are regularly engaged in providing investment
advisory services and investing in equity and fixed income securities that they
deem to be undervalued.

In the ordinary course of their business activities, the Reporting Persons
analyze the operations, capital structure and markets for products and services
of the companies in whose securities they invest (including those of the
Company) on a continuous basis through, among other things, analysis of
documentation and discussions with knowledgeable industry and market observers
and with representatives of such companies. In the course of their business
activities, the Reporting Persons may participate in interviews or hold
discussions with third parties, including other holders of securities of subject
companies, or with management of subject companies in which the Reporting
Persons may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means of
enhancing shareholder value. Such suggestions or positions may relate to one or
more of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule D filing form, including, without limitation, such matters as disposing
of one or more businesses, selling the company or acquiring another company or
business, changing operating or marketing strategies and restructuring the
company's capitalization or dividend policy.

Based on the Company's performance and depending upon further evaluation of the
Company's business and prospects, and upon future developments (including,
without limitation, performance of the Company's stock in the market, the
attitude of, actions taken and information provided by the Company's Board of
Directors and management, availability of funds, alternative investments, and
monetary, stock market and general economic conditions), the Reporting Persons
may from time to time purchase additional Shares of the Company's stock or
dispose of all or a portion of the Shares.

On August 15, 2000, HAI sent a letter addressed to Mr. Dwane Baumgardner,
Chairman of the Board and Chief Executive Officer of the Company (a copy of
which is attached hereto as Exhibit B and incorporated herein by reference). In
its letter, HAI expressed concern that recent positive operating performance by
the Company had not been recognized in the stock price. HAI suggested that the
Company aggressively pursue actions to enhance shareholder value including
actions involving the Company's capitalization and dividend policies, the
purchase of stock by the Company and its management and the possible sale of the
Company.

Except as set forth in this Item 4, the Reporting Persons have no present plan
or proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D, but will continue to review
their position based upon further developments.

Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

         (a)  As investment adviser to the Heartland Fund and the Accounts, HAI
         may be deemed the beneficial owner of 1,650,400 Class A Common Shares
         or 27.3% of the Class. To the best knowledge of HAI, none of the
         persons named in Exhibit C attached hereto other than Mr. Nasgovitz,
         beneficially owns any other Shares of the Company. Mr. Nasgovitz is or
         may be deemed the beneficial owner of 400,000 Shares or 6.6% of the
         Class.

         (b)  HAI, as investment adviser to the Heartland Fund and the Accounts,
         has sole power to dispose of all 1,650,400 Shares held by the Heartland
         Fund and the Accounts. HAI, as investment adviser to the Accounts, has
         sole power to vote or direct the voting of 1,140,600 Shares held by the
         Accounts, and no power to vote or to direct the voting of 109,800
         Shares, owned by the Accounts. HAI has no power to vote the 400,000
         Shares held by the Heartland Fund. To the best knowledge of HAI, other
         than in connection with their respective positions and relationships
         with HAI, none of the persons named in Exhibit C hereto, other than Mr.
         Nasgovitz, has sole or shared power to dispose of or to vote Shares of
         the Company. Of the 400,000 Shares with respect to which Mr. Nasgovitz
         is or may be deemed to be beneficial owner, he has sole voting but no
<PAGE>

         dispositive power with respect to 400,000 Shares and no Shares over
         which he has shared dispositive and no voting power.

         (c)  See Exhibit D

         (d)  Since the Shares are held by the Heartland Fund and the Accounts,
         various persons have the right to receive or the power to direct the
         receipt of dividends from, or the proceeds from the sale of, such
         Shares. To the best knowledge of the Reporting Persons, only Heartland
         Value Fund holds more than five percent of the outstanding Shares of
         the class on the date hereof.

         (e)  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
        ---------------------------------------------------------------------
        to Securities of the Issuer.
        ---------------------------

HAI is the investment adviser of the Heartland Fund and the Accounts pursuant to
separate investment management agreements which provide HAI with the authority,
among other things, to invest the funds of the Heartland Fund and the Accounts
in securities (including shares of the Company), to hold, vote, and dispose of
those shares , and to file this Statement. Neither Reporting Person nor, to the
best knowledge of either Reporting Person, any of the persons named in Exhibit C
hereto has any contract, arrangement, understanding or relationship on behalf of
the Heartland Funds or the Accounts with any person with respect to any
securities of the Company.

Item 7. Material to Be Filed as Exhibits.
        --------------------------------


Exhibit A      Joint Filing Agreement

Exhibit B      Letter Dated August 15, 2000 from William J. Nasgovitz, President
               and Chief Executive Officer of Heartland Advisors, Inc., to Mr.
               Dwane Baumgardner, Chairman and Chief Executive Officer of
               Donnelly Corporation.

Exhibit C      Executive Officers and Directors of the Heartland Advisors, Inc.

Exhibit D      Purchase and sale data



                                   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.

DATE:    August 17, 2000


WILLIAM J. NASGOVITZ                        HEARTLAND ADVISORS, INC.

By: /s/ KENNETH J. DELLA                       By: /s/ KENNETH J. DELLA
-------------------------
        Kenneth J. Della                               Kenneth J. Della
    As Attorney in Fact for                          Senior Vice President
    William J. Nasgovitz                             and Treasurer

<PAGE>

                                   EXHIBIT A


                            Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13D in connection with their beneficial ownership of Donnelly
Corporation at August 16, 2000.

WILLIAM J. NASGOVITZ

By: /s/ KENNETH J. DELLA
       -------------------
        Kenneth J. Della
As Attorney in Fact for William J. Nasgovitz

HEARTLAND ADVISORS, INC.


By:  /s/ KENNETH J. DELLA
         Kenneth J. Della
         Senior Vice President and Treasurer
<PAGE>

                                   EXHIBIT B

August 16, 2000

Mr. Dwane Baumgardner
Chairman and Chief Executive Officer
Donnelly Corporation
49 West 3rd Street

Holland, MI 49423

Dear Mr. Baumgardner,

         As you know, Heartland Advisors, as the advisor to the Heartland Group,
         may be deemed the beneficial owner of 1,650,000 shares of Donnelly
         stock. Over the last two years, we have witnessed a substantial
         turnaround in the operations of the company. Indeed, the second quarter
         results marked the sixth consecutive quarter of record operating
         performance. Despite this outstanding accomplishment, the stock trades
         lower than it did two years ago! Certainly, the auto parts supplier
         group has been under pressure due to peak market concerns.
         Nevertheless, we believe Donnelly stock has been unduly penalized and
         urge you and your Board to aggressively pursue actions that may enhance
         shareholder value. First, and foremost, is to continue the stellar
         results your company has accomplished over the last six quarters. We
         would note that Donnelly has invested heavily in research and
         development over the years. Although declining as a percent of sales,
         this expense amounted to over $3.00 per share pre-tax in 1999. On an
         after-tax basis, this expense is approximately equal to the $1.76 the
         company earned from operations for the year. We recognize research and
         development is the lifeblood of a company, but it must be managed
         prudently in order to contribute to the company's long-term earnings
         growth. Careful scrutiny to ensure that these dollars are spent wisely
         is a vital management responsibility. Second, today's investment
         community is very sensitive to corporate governance and stock ownership
         issues. Insider ownership, share buybacks, share repurchase plans, and
         dividend policy are all key factors that investors consider when making
         investment decisions. We would like to share with you several points as
         these issues relate to Donnelley's stock:
     1)  Dual share class. It is our opinion that many institutional investors
         view dual share classes, especially when accompanied by "super voting"
         provisions, to be a negative when making an investment decision. A
         perception exists that the privileged stock may not always vote in the
         best interest of all shareholders and that the Board may not be as
         independent as one with a single class of stock.
         We urge the Board to consider  establishing a single class of stock in
         anticipation  that the market  would  view it as a positive  attempt to
         enhance shareholder equality.
<PAGE>

     2)  Dividends. The company provides a generous dividend,  which, due to the
         lower stock price,  has resulted in an increased yield to shareholders.
         In today's  environment we have not seen evidence that increases in the
         dividend rate have had a positive influence on stock prices. We believe
         funds targeted for dividend  increases  would be better directed toward
         share repurchase programs or debt reduction.
     3)  Share repurchase programs. Share repurchase programs have become quite
         popular recently. We are generally in favor of such programs. Careful
         consideration, however, is required to determine that these programs
         are the best use of funds (as opposed to other options such as paying
         down debt). Psychologically, repurchasing shares can send a strong
         message to investors about the level of confidence a company has about
         its future outlook.
     4)  Insider purchases. Investors today are very cognizant of insider
         transactions. Although there has been no recent selling of Donnelly
         stock, there has also been no reported buying. With the stock at
         current levels, it would seem a compelling opportunity for management
         to show its confidence about future prospects by acquiring additional
         shares. Many companies have established minimal levels of stock
         ownership for key management employees to align their interests with
         shareholders. Such a program may be appropriate for Donnelly.
     5)  Strategic alternatives. There have been a number of private equity
         transactions in the market and especially in the auto parts supplier
         arena. Cherry Corp.,for example, was taken private by its chairman and
         MascoTech recently announced its intention to go private with the
         assistance of Heartland (no relation) Industrial Partners. There are a
         number of private equity funds that are seeking opportunities to invest
         in the industrial sector. Perhaps this is an alternative your firm
         might want to consider as well.

         Dwane, we recognize you and your management team has done a terrific
         job in returning Donnelly to consistent profitability. We also realize
         the market has not rewarded these efforts from a share price
         perspective. We also understand that you share our disappointment in
         this lack of recognition from the Street. We offer the above comments
         for your consideration as you seek a just share price for your efforts.
         If you or your Board desire further amplification on any of the above
         points, please feel free to contact us. We are more than willing to
         engage in any discussions that may assist in helping the investment
         community to recognize the tremendous advances you and your management
         team have made at Donnelly.

         Sincerely,


         David C. Fondrie

         cc:  Board of Directors
<PAGE>

                                   EXHIBIT C



                       EXECUTIVE OFFICERS AND DIRECTORS

                                      OF

                           HEARTLAND ADVISORS, INC.
                             (As of June 8, 2000)

Name                             Office
----                             ------

William J. Nasgovitz             President and Chief Executive Officer

Jilaine Hummel Bauer             Senior Vice President, Secretary and General
                                  Counsel

Paul T. Beste                    Chief Operating Officer

Kevin D. Clark                   Senior Vice President - Trading

Kenneth J. Della                 Senior Vice President and Treasurer

John R. Merrell                  Senior Vice President

Eric J. Miller                   Senior Vice President

Scott R. Powell                  Senior Vice President

Gerard M. Sandel                 Senior Vice President


The business address of each of the persons listed above is Heartland Advisors,
Inc., 789 North Water Street, Milwaukee, Wisconsin 53202. To the best knowledge
of Heartland Advisors, Inc., each of the persons listed above is a citizen of
the United States and, during the last five years, no person listed above (i)
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
<PAGE>

                                   EXHIBIT D


                                 Heartland Fund
                                 --------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
            Fund               Transaction Type     Shares    Price Per Share       Trade Date
-------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>       <C>                   <C>
No fund transactions in
Donnelly Corporation
occurred in the 60 days
prior to August 16, 2000.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</TABLE>
                           Heartland Private Accounts
                           --------------------------

---------------------------------------------------------------------
          Trade Date        Activity        Quantity       Price
---------------------------------------------------------------------
           06-29-00            by              100          12.157400
---------------------------------------------------------------------
           06-29-00            by              400          12.157400
---------------------------------------------------------------------
           06-29-00            by              500          12.157400
---------------------------------------------------------------------
           06-29-00            by              700          12.157400
---------------------------------------------------------------------
           06-29-00            by              200          12.157400
---------------------------------------------------------------------
           06-29-00            by              300          12.157400
---------------------------------------------------------------------
           06-29-00            by             2600          12.157400
---------------------------------------------------------------------
           06-29-00            by             1200          12.157400
---------------------------------------------------------------------
           06-29-00            by              700          12.157400
---------------------------------------------------------------------
           06-29-00            by              400          12.157400
---------------------------------------------------------------------
           06-29-00            by              400          12.157400
---------------------------------------------------------------------
           06-29-00            by              100          12.157400
---------------------------------------------------------------------
           06-29-00            by              100          12.157400
---------------------------------------------------------------------
           06-29-00            by              600          12.157400
---------------------------------------------------------------------
           06-29-00            by             1300          12.157400
---------------------------------------------------------------------
           06-29-00            by              200          12.157400
---------------------------------------------------------------------
           06-29-00            by              600          12.157400
---------------------------------------------------------------------
           06-29-00            by              900          12.157400
---------------------------------------------------------------------
           06-29-00            by              300          12.157400
---------------------------------------------------------------------
           06-29-00            by             2100          12.157400
---------------------------------------------------------------------
           06-30-00            by              100          12.772300
---------------------------------------------------------------------
           06-30-00            by              400          12.772300
---------------------------------------------------------------------
           06-30-00            by              300          12.772300
---------------------------------------------------------------------
           06-30-00            by              300          12.772300
---------------------------------------------------------------------

                                       11
<PAGE>

---------------------------------------------------------------------
          Trade Date        Activity        Quantity       Price
---------------------------------------------------------------------
           06-30-00            by             2400          12.772300
---------------------------------------------------------------------
           06-30-00            by              800          12.772300
---------------------------------------------------------------------
           06-30-00            by              500          12.772300
---------------------------------------------------------------------
           06-30-00            by              200          12.772300
---------------------------------------------------------------------
           06-30-00            by              600          12.772300
---------------------------------------------------------------------
           06-30-00            by              400          12.772300
---------------------------------------------------------------------
           06-30-00            by              500          12.772300
---------------------------------------------------------------------
           06-30-00            by              500          12.772300
---------------------------------------------------------------------
           07-06-00            by              200          13.000000
---------------------------------------------------------------------
           07-06-00            by              100          13.000000
---------------------------------------------------------------------
           07-06-00            by              500          13.000000
---------------------------------------------------------------------
           07-06-00            by             3300          13.000000
---------------------------------------------------------------------
           07-06-00            by              200          13.000000
---------------------------------------------------------------------
           07-06-00            by              100          13.000000
---------------------------------------------------------------------
           07-06-00            by             1500          13.000000
---------------------------------------------------------------------
           07-06-00            by              100          13.000000
---------------------------------------------------------------------
           07-07-00            by              700          12.625000
---------------------------------------------------------------------
           07-11-00            sl              500          12.437500
---------------------------------------------------------------------
           07-11-00            sl              400          12.437500
---------------------------------------------------------------------
           07-12-00            by             1700          12.562500
---------------------------------------------------------------------
           07-13-00            by              200          12.562500
---------------------------------------------------------------------
           07-21-00            sl              400          13.000000
---------------------------------------------------------------------
           07-21-00            sl              300          13.000000
---------------------------------------------------------------------
           07-24-00            sl              100          13.000000
---------------------------------------------------------------------
           07-27-00            sl             1900          13.000000
---------------------------------------------------------------------
           07-27-00            sl              700          13.000000
---------------------------------------------------------------------
           07-27-00            sl             1100          13.000000
---------------------------------------------------------------------
           07-27-00            sl              300          13.000000
---------------------------------------------------------------------
           07-27-00            by              600          12.943500
---------------------------------------------------------------------
           07-27-00            by             1900          12.943500
---------------------------------------------------------------------
           07-27-00            by              400          12.943500
---------------------------------------------------------------------
           07-27-00            by              200          12.943500
---------------------------------------------------------------------
           07-27-00            by              600          12.875000
---------------------------------------------------------------------
           07-28-00            by              100          13.000000
---------------------------------------------------------------------
           07-31-00            by              200          13.000000
---------------------------------------------------------------------
           07-31-00            by              800          13.000000
---------------------------------------------------------------------
           07-31-00            by             1400          13.000000
---------------------------------------------------------------------
           07-31-00            by             2100          13.000000
---------------------------------------------------------------------
           07-31-00            by              600          13.000000
---------------------------------------------------------------------
           07-31-00            by              600          13.000000
---------------------------------------------------------------------
           07-31-00            by             1000          13.000000
---------------------------------------------------------------------
           08-04-00            by             3200          12.945300
---------------------------------------------------------------------
           08-07-00            by              500          13.250000
---------------------------------------------------------------------
           08-07-00            by              500          13.250000
---------------------------------------------------------------------

                                       12


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