SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JAY JACOBS, INC. COMMON NEW
_______________________________________________________
(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE
_______________________________________________________
(Title of Class of Securities)
469816201
_______________________________________________________
(CUSIP Number)
Kim Z. Golden, Managing Director, T. Rowe Price Recovery Fund
II, LP, 100 East Pratt Street, Baltimore, Maryland 21202
(410) 345-6703
___________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1999
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(f) or
13d- 1(g), check the following box.
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 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 on 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).
CUSIP No. 469816201 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. ROWE PRICE RECOVERY FUND II, L.P.
52-1995189
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
3 SEC USE ONLY
_________________________________________
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER **2,116,075 (1)
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER -0-
Person
With: 10 SHARED DISPOSITIVE POWER **2,116,075 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,075 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON*
PN
(1) Representing 8,803 shares Series B Preferred stock owned and the
present right to acquire 1,329,557 common shares. Also represents
warrants to acquire 786,518 common shares. Voting and dispositive power
is exercised solely in its capacity as sole general partner of T. Rowe
Price Recovery Fund II Associates, L.L.C
**See Item 5 for additional information
CUSIP No. 469816201 13D Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. ROWE PRICE RECOVERY FUND II ASSOCIATES, L.L.C.
52-1599407
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
3 SEC USE ONLY
_________________________________________
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER **2,116,075 (1)
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER -0-
Person
With: 10 SHARED DISPOSITIVE POWER **2,116,075 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,075 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
(1) Representing 8,803 shares Series B Preferred stock owned and the
present right to acquire 1,329,557 common shares. Also represents
warrants to acquire 786,518 common shares. Voting and dispositive power
is exercised solely in its capacity as sole general partner of T. Rowe
Price Recovery Fund II, L.P.
** See Item 5 for additional information
CUSIP No. 469816201 13D Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. ROWE PRICE ASSOCIATES, INC.
52-0556948
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
_________________________________________
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER **2,116,075 (1)
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER -0-
Person
With: 10 SHARED DISPOSITIVE POWER **2,116,075 (1)
11 AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,075 (1)
12 CHECK BOX AGGREGATE IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON*
IA
(1) Representing 8,803 shares Series B Preferred stock owned and the
present right to acquire 1,329,557 common shares. Also represents
warrants to acquire 786,518 common shares. Voting and dispositive power
is exercised solely in its capacity as sole manager of T. Rowe Price
Recovery Fund II Associates, L.L.C
** See Item 5 for additional information
<PAGE>
CUSIP No. 469816201 13D Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KIM Z. GOLDEN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
_________________________________________
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. Citizen
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER **2,116,075 (1)
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER -0-
Person
With: 10 SHARED DISPOSITIVE POWER **2,116,075 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,075 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON*
IN
(1) Representing 8,803 shares Series B Preferred stock owned and the
present right to acquire 1,329,557 common shares. Also represents
warrants to acquire 786,518 common shares as a result of his position as
a managing director of T. Rowe Price Recovery Fund II, L.P.
** See Item 5 for additional information
CUSIP No. 469816201 13D Page 6 of 12 Pages
This Schedule 13D Amendment No. 2 ("Amendment No. 2") is an
amendment to the Schedule 13D that was filed with the Securities and
Exchange Commission ("SEC") on December 16, 1997 (the "Original 13D") and
the Amendment No. 1 to the original 13D filed with the SEC on March 30,
1998 (the Amendment No 1") on behalf of T. Rowe Price Recovery Fund II,
L.P. ("Recovery II"), T. Rowe Price Recovery Fund II Associates, LLC (the
"General Partner"), T. Rowe Price Associates, Inc. (the "Manager"), and
Kim Z. Golden ("Golden").
Recovery II, the General Partner, the Manager, and Golden are
sometimes collectively referred to herein as the "Reporting Persons."
Jay Jacobs, Inc., a Washington corporation, is referred to herein
as the "Issuer."
Unless otherwise noted, the information contained in this Amendment
No. 2 amends and restates the items below as previously disclosed in the
Original 13D and the Amendment No. 1. Capitalized terms not defined in
this Amendment No. 2 shall have their respective meanings as set forth
in the Original 13D and the Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
On December 5, 1997 Recovery II acquired 8,803 shares of Series B
Preferred Stock of the Issuer for a total purchase price of $880,300.
The working capital of Recovery II was the source of funds for this
purchase. No part of the purchase price was financed by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the securities.
On March 11, 1998 Recovery II acquired a warrant to purchase 598,048
shares of the Issuer's Common Stock in partial consideration for the
purchase of a subordinated debenture of the Issuer in the principal
amount of $714,000 (the "Original Warrants"). The working capital of
Recovery II was the source of funds for the purchase. No part of the
purchase price was financed by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading, or
voting the securities.
On February 3, 1999, pursuant to the terms of the Securities
Purchase Agreement dated by and among the Issuer, Cahill, Warnock
Strategic Partners Fund, L.P. ("Strategic Partners Fund"), Strategic
Associates, L.P. ("Strategic Associates") and Recovery II dated as of
February 1, 1999 (the "Securities Purchase Agreement", attached hereto
as Exhibit 7.9). Recovery II exchanged the Original Warrants for warrants
to purchase up to 786,518 shares of the issuer's Common Stock. The
working capital of Recovery II was the source of funds for this
transaction. No part of the purchase price was financed by funds or
other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the securities.
<PAGE>
CUSIP No. 469816201 13D Page 7 of 12 Pages
Item 4. Purpose of Transaction.
Recovery II acquired the Issuer's securities for investment
purposes. Depending on market conditions, its continuing evaluation of
the business and prospects of the Issuer and other factors, Recovery II
may dispose of or acquire additional securities of the Issuer. Except
as otherwise described herein or as expressly stated below, none of the
Reporting Persons has any present plans which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
EXCEPTION: Pursuant to the terms of the Voting Agreement dated as
of December 5, 1997 by and among Recovery II, Cahill, Warnock Strategic
Partners Fund ("Strategic Partners Fund"), Strategic Associates, L.P.
("Strategic Associates"), Michael D. Sullivan ("Sullivan") Rex Loren
Steffey ("Steffey") and William L. Lawrence, Jr. ("Lawrence") and filed
as Exhibit 7.4 hereto (the "Voting Agreement"), the parties thereto,
including Recovery II, have agreed to fix the size of the Board of
Directors at seven (7) and to elect certain persons as directors of the
Issuer.
<PAGE>
CUSIP No. 469816201 13D Page 8 of 12 Pages
Item 5. Interest in Securities of the Issuer.
(a) Recovery II is the record owner of 8,803 shares of Series B
Preferred Stock (the "Series B Shares") and warrants to purchase up to
786,518 shares of the Issuer's Common Stock (the "Recovery II Warrants").
The Series B Shares are currently convertible into 1,329,557 shares of
the Issuer's Common Stock (the "Series B Conversion Shares"). The
Recovery II Warrants are currently exercisable in exchange for 786,518
shares of the Issuer's Common Stock (the "Recovery II Warrant Shares").
The Series B Conversion Shares and the Recovery II Warrant Shares
are collectively referred to herein as the "Recovery II Shares."
As the general partner of Recovery II, the General Partner may be
deemed to beneficially own the Recovery II Shares. As the manager of the
General Partner, the Manager may be deemed to beneficially own the
Recovery II Shares. As the individual managing director of Recovery II,
Golden may be deemed to beneficially own the Recovery II Shares.
By virtue of the Voting Agreement (attached hereto as Exhibit 7.4),
each of the Reporting Persons may be deemed to share voting power with
respect to each share of the Issuer's Common Stock subject to the
agreement. Consequently, the Reporting Persons may be deemed to
beneficially own, in addition to the Recovery II Shares, up to 4,123,848
shares of the Issuer's Common Stock (the "Agreement Shares").
The General Partner, the Manager and Golden each disclaim beneficial
ownership of the Recovery II Shares, except with respect to their
pecuniary interest therein, if any. Recovery II, the General Partner,
the Manager and Golden each disclaim beneficial ownership of the
Agreement Shares.
Each of the Reporting Persons may be deemed to own beneficially
79.4% of the Issuer's Common Stock, which percentage is calculated based
upon 549,220 shares of the Issuer's Common Stock reported as outstanding
by the Issuer in the Securities Purchase Agreement and 2,116,075 shares
of the Issuer's Common Stock issuable upon the conversion of the Series
B Shares and upon the exercise of the New Warrants. The calculation of
beneficial ownership does not reflect potential deemed beneficial
ownership of the Agreement Shares.
<PAGE>
CUSIP No. 469816201 13D Page 9 of 12 Pages
(b) Regarding the number of Common Shares as to which each of
the Reporting Persons has
(i) sole power to vote or dispose, or to direct the
voting or disposition:
0 shares.
(ii) shared power to dispose or to direct the disposition:
2,116,075 shares.
(iii) shared power to vote or to direct the voting:
2,116,075 shares.*
*excludes the Agreement Shares (as defined in Item 5(a)) which
may be deemed to be beneficially owned by the Reporting Persons
based upon shared voting power pursuant to the terms of the
Voting Agreement. See Item 6(b) and Exhibit 7.4 hereto for
further details regarding such provisions.
(c) Except as set forth above, none of the Reporting Persons
has effected any transaction in the Common Shares during the last
60 days.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or any proceeds
from the sale of, Common Shares beneficially owned by any of the
Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the Issuer.
(a) Pursuant to the terms of the Management Information Rights
Letter Agreement dated as of December 5, 1997 between Recovery II and
the Issuer and filed as Exhibit 7.5 hereto (the "Management Rights
Agreement"), the Issuer has agreed to extend certain information and
inspection rights to Recovery II, including rights to delivery of
financial statements, rights to consult with and give advice to the
Issuer's management and rights to sit as a non-voting observer at
meetings of the Board of Directors if a representative of Recovery II is
at any time not a director of the Issuer. The Management Rights Agreement
also provides for the election of Golden as one of the directors to be
designated by the Series B Shareholders pursuant to the Voting Agreement.
The terms of the Management Rights Agreement remain in effect as long as
Recovery II owns any of the Recovery II Shares (whether or not converted
into Common Shares) or any of the shares of Series A Preferred Stock
acquired by Recovery II pursuant to the Purchase Agreement.
(b) Pursuant to the terms of the Voting Agreement filed as Exhibit
7.4 hereto, Recovery II has agreed with the other parties thereto to
expand the size of the board of directors of the Issuer and to elect
certain directors, as more fully set forth in Items 4 and 5 above.
CUSIP No. 469816201 13D Page 10 of 12 Pages
(c) Pursuant to the terms of the Preferred Stock Purchase
Agreement filed as Exhibit 7.2 hereto, the Issuer has agreed to prepare
within 180 days a registration statement for a public offering to be made
on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time of the Common Shares issued
upon conversion of the Series B Shares acquired by the purchasers of
Series B Shares pursuant to the Preferred Stock Purchase Agreement.
(d) Pursuant to the terms of a Subordinated Debenture Purchase
Agreement dated March 11, 1998 by and among the Issuer, Recovery II,
Strategic Partners Fund and Strategic Associates (the "Debenture Purchase
Agreement," attached hereto as Exhibit 7.6), Recovery II acquired a
warrant to purchase 598,048 Common Shares as partial consideration for
the purchase of a subordinated debenture of the Issuer in the principal
amount of $714,000. In addition, pursuant to the terms of the Debenture
Purchase Agreement, Recovery II, Strategic Partners Fund, and/or
Strategic Associates may, upon an event of default by the Issuer, (i)
demand immediate payment, (ii) extend the term of their respective
portions of the subordinated debenture and receive additional warrants
to purchase the Issuer's Common Stock or Common Stock equivalents up to
an aggregate amount of 3% of the Common Stock or Common Stock equivalents
on a fully diluted basis, (iii) convert the principal amount of their
respective portions of the subordinated debenture into the Issuer's
Series C Preferred Stock (non-voting, convertible), or (iv) enter into
any other written agreement with the Issuer.
(e) Pursuant to the terms of a Registration Rights Agreement dated
as of February 1, 1999 and closing on February 3, 1999 by and among
the Issuer, Recovery II, Strategic Partners Fund and Strategic
Associates (the "Registration Rights Agreement," attached hereto as
Exhibit 7.8), Recovery II, Strategic Partners Fund and Strategic
Associates are granted, subject to certain restrictions and
limitations, certain demand and "piggyback" registration rights
with respect to the shares of Common Stock issuable upon (i)
conversion of the Series B Preferred Shares or Series C Preferred
Shares, (ii) exercise of warrants received pursuant to the terms of
the Debenture Purchase Agreement (item 7(d) above) and the
Securities Purchase Agreement (item 7(f) below)
(f) Pursuant to the terms of the Securities Purchase
Agreement dated Febuary 1, 1999 and closing on February 3, 1999
by and among the Issuer, Recovery II, Strategic Partners Fund
and Strategic Associates (the "Securities Purchase Agreement,"
attached hereto as Exhibit 7.9), Recovery II (i) purchased 7,140
shares of Series D Preferred Stock of the Issuer (non-voting,
non-convertible), (ii) exchanged its 14% Subordinated
Convertible Debentures issued on March 11, 1998 for new
debentures and (iii) exchanged warrants to purchase up to
598,048 shares of the Issuer's Common Stock for warrants to
purchase up to 786,518 shares of the Issuer's Common Stock.
<PAGE>
CUSIP No. 469816201 13D Page 11 of 12 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Agreement relating to the joint filing of
this Schedule 13D/A, dated as of March 27, 1998 between Recovery
II, the General Partner, the Manager, and Golden.
Exhibit 7.2 Preferred Stock Purchase Agreement dated as
of December 5, 1997 among the Issuer, Recovery II, Strategic
Partners Fund, Strategic Associates and the other purchasers
identified on Exhibit A thereto (filed as Exhibit 2.1 to the
Issuer's Current Report on Form 8-K filed December 15, 1997 and
incorporated herein by reference).
Exhibit 7.3 Amendment to Articles of Incorporation of
Jay Jacobs, Inc., as filed with the Secretary of State of the
State of Washington on December 3, 1997 (filed as Exhibit 3.1
to the Issuer's Current Report on Form 8-K filed December 15,
1997 and incorporated herein by reference).
Exhibit 7.4 Voting Agreement, dated as of December 5, 1997,
among Recovery II, Strategic Partners Fund, Strategic
Associates, Sullivan, Steffey and Lawrence (filed as Exhibit 4.2
to the Issuer's Current Report on Form 8-K filed December 15,
1997 and incorporated herein by reference).
Exhibit 7.5 Management Information Rights Letter
Agreement, dated as of December 15, 1997, between the Issuer and
Recovery II (filed as Exhibit 4.3 to the Issuer's Current Report
on Form 8-K filed December 15, 1997 and incorporated herein by
reference).
Exhibit 7.6 Execution Copy of the Subordinated Debenture
Purchase Agreement dated March 11, 1998 by and among the Issuer,
Recovery II, Strategic Partners Fund and Strategic Associates
(filed as Exhibit 4 to the Schedule 13D Amendment No. 1 filed on
behalf of Strategic Partners Fund, Strategic Associates, Cahill,
Warnock Strategic Partners, L.P. ("Strategic Partners'), Cahill,
Warnock & Company, LLC ("Cahill, Warnock & Co."), Edward L. Cahill
("Cahill") and David L. Warnock ("Warnock") on March 23, 1998 and
incorporated herein by reference).
Exhibit 7.7 Warrant to Acquire 598,048 shares of Common
Stock or Common Stock Equivalent Shares of Jay Jacobs, Inc. dated
March 11, 1998, issued by the Issuer to Recovery II (filed as
Exhibit 7.9 to Amendment No. 1 and incorporated herein by
reference).
Exhibit 7.8 Registration Rights Agreement dated as of
February 1, 1999 by and among the Issuer, Recovery II, Strategic
Partners Fund and Strategic Associates (filed as Exhibit 4 to the
Schedule 13D Amendment No. 2 filed on behalf of Strategic Partners
Fund, Strategic Associates, Strategic Partners, Cahill, Warnock &
Co., Cahill and Warnock on February 16, 1999 and incorporated
herein by reference).
CUSIP No. 469816201 13D Page 12 of 12 Pages
Exhibit 7.9 Execution Copy of the Securities Purchase Agreement
dated as of February 1, 1999 by and among the Issuer, Recovery II,
Strategic Partners Fund and Strategic Associates (filed as Exhibit 3 to
the Schedule 13D Amendment No. 2 filed on behalf of Strategic Partners
Fund, Strategic Associates, Strategic Partners, Cahill, Warnock & Co.,
Cahill and Warnock on February 16, 1999 and incorporated herein by
reference).
Exhibit 7.10 Form of Common Stock Purchase Warrant issued to
Recovery II by Issuer pursuant to the terms of the Securities Purchase
Agreement (filed as Exhibit 5 to the Schedule 13D Amendment No. 2 filed
on behalf of Strategic Partners Fund, Strategic Associates, Strategic
Partners, Cahill, Warnock & Co., Cahill and Warnock on February 16, 1999
and incorporated herein by reference).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: February 15, 1999
T. ROWE PRICE RECOVERY FUND II, L.P.
By: T. Rowe Price Recovery Fund II Associates, L.L.C.,
Its General Partner
By: T. Rowe Price Associates, Inc.,
Its Manager
By: /s/ Kim Z. Golden
Kim Z. Golden
Managing Director
T. ROWE PRICE RECOVERY FUND II ASSOCIATES, L.L.C.
By: T. Rowe Price Associates, Inc.,
Its Manager
By: /s/ Kim Z. Golden
Kim Z. Golden
Managing Director
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ Lucy B. Robins
Lucy B. Robins
Vice President
/s/ Kim Z. Golden
Kim Z. Golden
Individually
<PAGE>
Exhibit 7.1
AGREEMENT
This agreement, dated as of February 16, 1999, is by and among T.
Rowe Price, Recovery Fund II, L.P., a Delaware limited partnership, T.
Rowe Price Recovery Fund II Associates, L.L.C., a Delaware limited
liability company, T. Rowe Price Associates, Inc., a Delaware corporation
and Kim Z. Golden, an individual.
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the parties hereby agree to file a
single statement on Schedule 13D/A on behalf of each of the parties, and
hereby further agree to file this Agreement as an exhibit to such
statement, as required by such rule.
Executed and delivered as of the date first above written.
T. ROWE PRICE RECOVERY FUND II, L.P.
By: T. Rowe Price Recovery Fund II Associates, L.L.C.,
Its General Partner
By: T. Rowe Price Associates, Inc.,
Its Manager
By: /s/ Kim Z. Golden
Kim Z. Golden
Managing Director
T. ROWE PRICE RECOVERY FUND II ASSOCIATES, L.L.C.
By: T. Rowe Price Associates, Inc.,
Its Manager
By: /s/ Kim Z. Golden
Kim Z. Golden
Managing Director
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ Lucy B. Robins
Lucy B. Robins
Vice President
/s/ Kim Z. Golden
Kim Z. Golden
Individually
