UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MARK SOLUTIONS, INC.
(Name of issuer)
Common Stock, $.01 Par Value Per Share
(Title of class of securities)
570418-10-3
(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
September 15, 1997
- --------------------------------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss. 240.13d-7
Page 1 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Marquise LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 239,439
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 239,439
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) OO
Page 2 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Management LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Connecticut
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 239,439
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 239,439
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) OO
Page 3 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Charles E. Davidson
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 239,439
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 239,439
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) IN
Page 4 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Special Situations 1996, LP
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 126,534
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 126,534
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 126,534
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.7%
14. Type of Reporting Person (See Instructions) PN
Page 5 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Special Situations
1996 Institutional, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 26,303
Reporting
Person With 9. Sole Dispositive Power
10. Shared Dispositive Power (see Item 5 below) 26,303
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 26,303
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.1%
14. Type of Reporting Person (See Instructions) PN
Page 6 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Special
Situations 1996 Limited
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 7,404
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 7,404
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 7,404
12. Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.0%
14. Type of Reporting Person (See Instructions) CO
Page 7 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, LP
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 29,896
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 29,896
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 29,896
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.1%
14. Type of Reporting Person (See Instructions) PN
Page 8 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 160,241
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 160,241
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 160,241
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.9%
14. Type of Reporting Person (See Instructions) OO
Page 9 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Wexford Euris Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 29,896
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 29,896
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 29,896
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.1%
14. Type of Reporting Person (See Instructions) OO
Page 10 of 21 Pages
<PAGE>
CUSIP No. 570418-10-3
1. Names of Reporting Persons. Joseph M. Jacobs
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 239,439
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 239,439
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) IN
Page 11 of 21 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D modifies and supplements the
Schedule 13D filed on June 13, 1997 with respect to the common stock, $0.01 par
value per share (the "Common Stock"), of MARK SOLUTIONS, INC., a Delaware
corporation (the "Company"). Except to the extent supplemented by the
information contained in this Amendment No. 1,such Schedule 13D, as amended as
provided above, remains in full force and effect. Capitalized terms used herein
without definition have the respective meanings ascribed to them in such
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
1. During August 1997, the following sales of Common Stock , all
of which were effected in open market transactions, were made
by the following members of Marquis:
A. Wexford Special Situations 1996, LP
Date No. of Shares Price Per Share
---- ------------- ---------------
8/5/97 335 $2.6875
8/12/97 3,682 2.7102
8/14/97 12,650 2.7626
8/14/97 6,693 2.7813
8/18/97 47,519 3.00
8/19/97 12,783 3.047
8/21/97 16,733 3.12
-------
Total 100,395
B. Wexford Special Situations 1996 Institutional, LP
Date No. of Shares Price Per Share
---- ------------- ---------------
8/5/97 62 $2.6875
8/12/97 684 2.7102
8/14/97 2,351 2.7626
8/14/97 1,244 2.7813
8/18/97 8,833 3.00
8/19/97 2,376 3.047
8/21/97 3,110 3.12
------
Total 18,660
Page 12 of 21 Pages
<PAGE>
C. Wexford-Euris Special Situations 1996, LP
Date No. of Shares Price Per Share
---- ------------- ---------------
8/5/97 86 $2.6875
8/12/97 950 2.7102
8/14/97 3,266 2.7626
8/14/97 1,728 2.7813
8/18/97 12,269 3.00
8/19/97 3,301 3.047
8/21/97 4,320 3.12
Total 25,920
D. Wexford Special Situations 1996 Limited
Date No. of Shares Price Per Share
---- ------------- ---------------
8/5/97 17 $2.6875
8/12/97 184 2.7102
8/14/97 633 2.7626
8/14/97 335 2.7813
8/18/97 2,379 3.00
8/19/97 640 3.047
8/21/97 837 3.12
Total 5,025
2. On September 15, 1997, Marquis converted $500,000 principal
amount of the Debenture, plus accrued interest of $10,111.11,
at a conversion price of $.80 per share, and received an
aggregate of 637,638 shares of Common Stock. On September 24,
1997, Marquis converted $750,000 principal amount of the
Debenture, plus accrued interest of $16,479.17, at a
conversion price of $.80 per share, and received an aggregate
of 958,099 shares of Common Stock.
Page 13 of 21 Pages
<PAGE>
3. From September 11, 1997 through March 9, 1998, Marquis sold an
aggregate of 1,435,100 shares of Common Stock, all of which
were effected in open market transactions, as follows:
Date No. of Shares Price Per Share
---- ------------- ---------------
9/11/97 150,000 $3.75
9/23/97 150,000 3.75
9/24/97 175,000 3.75
9/25/97 7,000 4.00
9/29/97 4,000 4.00
9/30/97 100,000 3.88
10/1/97 100,000 3.88
10/9/97 150,000 3.75
10/13/97 250,000 3.81
10/24/97 40,000 3.81
10/28/97 50,000 3.38
10/30/97 25,000 3.25
10/30/97 30,000 3.34
11/0597 50,000 3.00
11/11/97 25,000 3.00
12/02/97 8,000 2.94
12/03/97 5,500 2.88
12/11/97 5,000 2.88
1/12/98 50,000 2.25
1/30/98 11,100 2.23
2/10/98 20,000 2.31
2/20/98 7,000 2.16
2/23/98 14,999 2.13
3/04/98 5,000 1.75
3/06/98 1,000 1.75
3/09/98 1,500 1.75
Page 14 of 21 Pages
<PAGE>
As of October 9, 1997, neither Marquis nor any of the other
Reporting Persons had beneficial ownership of 5% or more of
the Common Stock.
4. From April 20, 1998 through April 24, 1998, Marquis purchased
an aggregate of 78,802 shares of Common Stock in open market
transactions as follows:
Date No. of Shares Price Per Share
---- ------------- ---------------
4/20/98 22,000 $1.62
4/21/98 10,002 1.63
4/22/98 35,800 1.49
4/23/98 9,000 1.42
4/24/98 2,000 1.50
As of April 30, 1998, the Reporting Persons may be deemed to
have owned beneficially the respective percentages and numbers
of outstanding shares of Common Stock set forth below (on the
basis of 16,972,212 shares of Common Stock outstanding, which,
based on certain publicly available information, is the number
of shares outstanding as of February 12, 1998):
1. Wexford Management
(a) Aggregate number of shares of Common Stock
beneficially owned: 239,439
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 239,439
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 239,439
(c) Other than as reported in above, there were
no transactions by Wexford Management during
the past 60 days.
(d) Wexford Management may be deemed to have the
right to receive or the power to direct the
receipt of dividends from, or proceeds from,
the sale of Common Stock.
(e) Not applicable.
2. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 239,439
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 239,439
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 239,439
(c) Other than as reported in above, there were
no transactions by Mr. Davidson during the
past 60 days.
(d) Mr. Davidson may be deemed to have the right
to receive or the power to direct the
receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
Page 15 of 21 Pages
<PAGE>
3. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 239,439
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 239,439
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 239,439
(c) Other than as reported in above, there were
no transactions by Mr Jacobs during the past
60 days.
(d) Mr. Jacobs may be deemed to have the right
to receive or the power to direct the
receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
4. Marquis
(a) Aggregate number of shares of Common Stock
beneficially owned: 239,439
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 239,439
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 239,439
(c) Other than as reported in above, there were
no transactions by Wexford Management during
the past 60 days.
(d) Marquis may be deemed to have the right to
receive or the power to direct the receipt
of dividends from, or proceeds from, the
sale of Common Stock.
(e) Not applicable.
5. Wexford Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 126,534
Percentage: 0.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 126,534
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 126,534
(c) Other than as reported in above, there were
no transactions by Wexford Special
Situations 1996, LP during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
Page 16 of 21 Pages
<PAGE>
6. Wexford Special Situations 1996 Institutional, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 26,303
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 26,303
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 26,303
(c) Other than as reported, above, there were no
transactions by Wexford Special Situations
1996 Institutional, L.P. during the past 60
days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
7. Wexford Special Situations 1996 Limited
(a) Aggregate number of shares of Common Stock
beneficially owned: 7,404
Percentage: 0.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 7,404
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition:7,404
(c) Other than as reported, above, there were no
transactions by Wexford Special Situations
1996 Limited during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
8. Wexford-Euris Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 29,896
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 29,896
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition:29,896
(c) Other than as reported, above, there were no
transactions by Wexford-Euris Special
Situations 1996, LP during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
Page 17 of 21 Pages
<PAGE>
9. Wexford Advisors LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 160,241
Percentage: 0.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 160,241
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 160,241
(c) Other than as reported, above, there were no
transactions by Wexford Advisors LLC during
the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
10. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 29,896
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 29,896
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 29,896
(c) Other than as reported, above, there were no
transactions by Wexford-Euris Advisors, LLC
during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
Wexford Management may, by reason of its status as
manager of Marquise, as investment advisor to the Special
Funds and Euris Fund and as sub-advisor to the Special General
Partner on behalf of Wexford Cayman, be deemed to own
beneficially the Common Stock of which Marquise, the Special
Funds, Euris Fund and Wexford Cayman possess beneficial
ownership.
The Special General Partner may, by reason of its
status as the general partner of the Special Funds, be deemed
to own beneficially the Common Stock of which the Special
Funds possess beneficial ownership. The Special General
Partner may, by reason of its status as the investment advisor
to Wexford Cayman, be deemed to own beneficially the Common
Stock of which Wexford Cayman Possesses beneficial ownership.
Page 18 of 21 Pages
<PAGE>
The Euris General Partner may, by reason of its
status as the general partner of Euris Fund, be deemed to own
beneficially the Common Stock of which the Euris Fund
possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may,
by reason of his status as a controlling person of the Special
General Partner, the Euris General Partner and Wexford
Management, be deemed to own beneficially the Common Stock of
which Marquise, the Special Funds, Euris Fund and Wexford
Cayman possess beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and
Wexford Management shares the power to vote and to dispose of
the shares of Common Stock Marquise beneficially owns. Each of
Charles E. Davidson, Joseph M. Jacobs, Wexford Management and
the Special General Partner shares the power to vote and to
dispose of the shares of Common Stock the Special Funds
beneficially own.
Each of Charles E. Davidson, Joseph M. Jacobs,
Wexford Management and the Euris General Partner shares the
power to vote and to dispose of the shares of Common Stock
Euris Fund beneficially owns.
The Special General Partner shares with Wexford
Management and Wexford Cayman the power to vote and to dispose
of the shares of Common Stock Wexford Cayman beneficially
owns.
* * * * *
Page 19 of 21 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 1, 1998
MARQUISE LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD-EURIS SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
Page 20 of 21 Pages
<PAGE>
WEXFORD SPECIAL SITUATIONS 1996 LIMITED
By: Wexford Management LLC,
its investment sub-advisor
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
- -----------------------
Charles E. Davidson
/s/Joseph M. Jacobs
- -------------------
Joseph M. Jacobs
Page 21 of 21 Pages
