<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
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1. NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC. #39-1078128
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
OO - Funds of investment advisory clients
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF WISCONSIN, USA
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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
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (rounded up to nearest tenth)
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TYPE OF REPORTING PERSON (See Instructions)
14
IA
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<PAGE>
CUSIP No. 257870105 13D
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1. NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM J. NASGOVITZ ####-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
PF - Personal Funds of reporting person and family members
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% (rounded up to nearest tenth)
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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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.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
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</TABLE>
Heartland Private Accounts
--------------------------
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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