SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13D-1(a) AND
AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(Amendment No. __)
______________________
Riverside Park Associates Limited Partnership
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(CUSIP Number)
______________________
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 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 of Rule 13d-1(b)(3) or (4), check the following
box _____.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are
to be sent.
<PAGE>
CUSIP No.: NONE
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Insignia Financial Group, Inc.
13-3591193
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
____________
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number 7. Sole Voting Power - 0 -
of __________________________________________________
Shares 8. Shared Voting Power 200.58 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units")(See
Reporting Item 5)
Person With ___________________________________________________
9. Sole Dispositive Power - 0 -
___________________________________________________
10. Shared Dispositive Power 200.58 Units
(see Item 5)
- --------------------------------------------------------------------------------
<PAGE>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
200.58 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 35.44%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.: NONE
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Insignia Properties Trust
58-2276281
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number 7. Sole Voting Power - 0 -
of ____________________________________________________
Shares 8. Shared Voting Power 200.58 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units") (See
Reporting Item 5)
Person With ____________________________________________________
9. Sole Dispositive Power - 0 -
____________________________________________________
10.Shared Dispositive Power 200.58 Units
(see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
200.58 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 35.44%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.: None
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Andrew L. Farkas
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
_____________
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number 7. Sole Voting Power - 0 -
of ___________________________________________________
Shares 8. Shared Voting Power 200.58 Units
Beneficially (see Item 5)
Owned by Each ___________________________________________________
Reporting
Person With
9. Sole Dispositive Power - 0 -
___________________________________________________
10. Shared Dispositive Power 200.58 Units (see
Item 5)
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
200.58 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 35.44%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The name of the issuer is Riverside Park Associates Limited
Partnership, a Delaware limited partnership (the "Partnership"), and the
address of its principal executive offices is c/o Insignia Financial Group,
Inc., P.O. Box 1089, Greenville, SC 29602. The Partnership's managing general
partner is Winthrop Financial Associates, A Limited Partnership, a Maryland
limited partnership (the "General Partner"). The title of the class of equity
securities to which this statement relates is the Partnership's Units of
Limited Partnership Interest ("Units").
Item 2. Identity and Background
The names and business addresses of the persons filing this
statement are (i) Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), with offices at One Insignia Financial Plaza, P.O. Box 1089,
Greenville, SC 29602, (ii) Insignia Properties Trust, a Maryland real estate
investment trust ("IPT"), with offices at One Insignia Financial Plaza, P.O.
Box 1089, Grenville, SC 29602, and (iii) Mr. Andrew L. Farkas, a United States
citizen who is the Chairman, Chief Executive Officer and President of Insignia
and the Chairman and Chief Executive Officer of IPT and who has an office c/o
Insignia (Mr. Farkas, IPT and Insignia together are referred to as the
"Reporting Persons"). The name, business address, present principal
occupation or employment and citizenship of each director and executive
officer of Insignia and each trustee and executive officer of IPT, other than
Mr. Farkas, (collectively the "Other Officers and Directors") are set forth on
Schedule I and Schedule II, respectively. During the past five years no
Reporting Person nor, to the best knowledge of the Reporting Persons, no Other
Officer and Director has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in him or it being 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
Insignia paid $8,901,145 for the 200.58 Units purchased by it.
Insignia obtained the funds from borrowings under a revolving credit facility
with First Union National Bank of South Carolina and Lehman Commercial Paper,
Inc.
Item 4. Purpose of Transaction
On October 27, 1997, Insignia and IPT I LLC, a Delaware limited liability
company of which Insignia is the managing member("LLC" and, together with
Insignia, "Buyer"), entered into a Subscription and Purchase Agreement (the
"Purchase Agreement") with the General Partner, First Winthrop Corporation, a
Delaware corporation ("FWC"), and certain of their affiliates (collectively,
"Seller"). Pursuant to the terms and conditions of the Purchase Agreement, upon
the closing on October 27, 1997 of certain of the transactions contemplated by
the Purchase Agreement, Insignia acquired, among other things, (a) all of the
Units of limited partnership interest in the Partnership held by Seller, (b) all
of the issued and outstanding Class B Common Stock of FWC, and (c) an associate
general partner interest in the General Partner.
LLC, as an associate general partner of the General Partner, has exclusive
responsibility for the operations of the Partnership.
Insignia has granted IPT an option, exercisable at any time until December
31, 1998, to purchase all but not less than all the Units held by Insignia
together with certain related rights at a price equal to Insignia's cost
(including transaction costs) plus the cost of financing.
Other than as described herein, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the events
listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Reporting Persons each may be deemed to be the beneficial owner of
an aggregate of 200.58 Units of the Partnership, constituting approximately
35.44% of the Units outstanding. Mr. Farkas is the Chairman, Chief Executive
Officer and President of Insignia and is the beneficial owner of approximately
27.9% of its outstanding common stock. Accordingly, Mr. Farkas may be deemed
to control Insignia and to beneficially own the Units.
1. See Item 5(a).
2. Apart from the transaction described in Item 4, there have been no
transactions in Units by any Reporting Person or, to the best knowledge of the
Reporting Persons, any of the Other Officers and Directors, in the past sixty
days.
3. Not Applicable.
4. Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
(a) Joint Filing Agreement, dated as of November 19, 1997.
(b) Subscription and Purchase Agreement, dated as of October 27, 1997,
among Insignia, LLC, the General Partner FWC and the other parties named
therein and incorporated herein by reference to Form 8-K of Insignia
Financial Group, Inc. filed on November 10, 1997.
<PAGE>
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 accurate.
Dated: November 19, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
----------------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-----------------------------------
Name: John K. Lines
Title: Vice President
/s/ Andrew L. Farkas
--------------------------------
Andrew L. Farkas
<PAGE>
EXHIBIT A
Each of the undersigned hereby agrees that the Schedule 13D dated November
19, 1997, to which this Agreement is attached as Exhibit A, and any amendments
thereto, may be filed on behalf of each such person.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: November 19, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
-----------------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-----------------------------------
Name: John K. Lines
Title: Vice President
/s/ Andrew L. Farkas
----------------------------
Andrew L. Farkas
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA
Set forth in the table below are the name and the present principal occupation
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the directors and executive
officers of Insignia other than Andrew L. Farkas. Unless otherwise indicated,
each person identified below is employed by Insignia and is a United States
citizen. The principal business address of Insignia and, unless otherwise
indicated, the business address of each person identified below, is One
Insignia Financial Plaza, Greenville, South Carolina 29602. Directors are
identified by an asterisk.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Name Present Principal Occupation
or Employment and
Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Robert J. Denison* Robert J. Denison has been a Director of
1212 North Summit Drive Insignia since May 1996. For more than the
Santa Fe, NM 87501 past five years, Mr. Denison's principal
occupation has been as a General Partner of
First Security Company II, L.P., an
investment advisory firm.
- -----------------------------------------------------------------------------------------------------------------------
Robin L. Farkas* Robin L. Farkas has been a Director of
730 Park Avenue Insignia since August 1993. Mr. Farkas is
New York, NY 10021 the retired Chairman of the Board and Chief
Executive Officer of Alexander's Inc., a
real estate company. He also serves as a
director of Refac Technology Development
Corporation, Noodle Kiddoodle, and
Containerways International Ltd.
- -----------------------------------------------------------------------------------------------------------------------
Merril M. Halpern* Merril M. Halpern has been a Director of
535 Madison Avenue Insignia since August 1993. For more than
New York, NY 10022 the past five years, Mr. Halpern's principal
occupation has been as Chairman of the Board
of Directors and Co-Chief Executive Officer
of Charterhouse Group International, Inc., a
privately-owned investment firm which, among
other things, actively engages in making
private equity investments in a broad range
of industrial and service companies located
primarily in the United States. Mr. Halpern
is also a director of American Disposal
Services, Inc., Designer Holdings Ltd. and
Microwave Power Devices, Inc.
- -----------------------------------------------------------------------------------------------------------------------
Robert G. Koen* Robert G. Koen has been a Director of
125 West 55th Street Insignia since August 1993. Since February
New York, NY 10019 1996, Mr. Koen has been a partner in the law
firm of Akin, Gump, Strauss, Hauer & Feld,
which represents Insignia and certain of its
affiliates from time to time. From January
1991 to February 1996, Mr. Koen was a
partner in the law firm LeBoeuf, Lamb,
Greene & MacRae.
- -----------------------------------------------------------------------------------------------------------------------
Michael I. Lipstein* Michael I. Lipstein has been a Director of
110 East 59th Street Insignia since August 1993. For more than
New York, NY 10022 the past five years, Mr. Lipstein's
principal occupation has been as a self-
employed consultant in the real estate
business, including ownership, management
and lending.
- -----------------------------------------------------------------------------------------------------------------------
Buck Mickel* Buck Mickel has been a Director of Insignia
301 N. Main Street since August 1993. For more than the past
Greenville, SC 29601 five years, Mr. Mickel's principal
occupation has been to serve as Chairman of
the Board and Chief Executive Officer of RSI
Holdings, a company which distributes
outdoor equipment. Mr. Mickel is also a
director of Fluor Corporation, The Liberty
Corporation, Nationsbank Corporation,
Emergent Group, Inc., Delta Woodside
Industries, Inc., Duke Energy, and Textile
Hall Corporation.
- -----------------------------------------------------------------------------------------------------------------------
James A. Aston James A. Aston's principal employment has
been with Insignia for more than the past
five years. Mr. Aston currently serves as
Chief Financial Officer of Insignia (since
August 1996) and with the Office of the
Chairman (since July 1994).
- -----------------------------------------------------------------------------------------------------------------------
Albert J. Frazia Albert Frazia has been a Senior Vice
President - Human Resources of Insignia
since August 1997. Prior to August 1997,
Mr. Frazia's principal employment for more
than the prior five years was as Director -
Human Resources of E&Y Kenneth Leventhal
Real Estate Group, New York, New York.
- -----------------------------------------------------------------------------------------------------------------------
Frank M. Garrison Frank M. Garrison's principal employment has
102 Woodmont Boulevard been with Insignia for more than the past
Suite 400 five years. Mr. Garrison currently serves
Nashville, TN 37205 as an Executive Managing Director of
Insignia (since July 1994) and as President
of Insignia Financial Services, a division
of Insignia (since July 1994).
- -----------------------------------------------------------------------------------------------------------------------
Jeffrey L. Goldberg Jeffrey L. Goldberg's principal employment
375 Park Avenue has been with Insignia for more than the
Suite 3401 past five years. Mr. Goldberg currently
New York, NY 10152 serves as a Managing Director - Investment
Banking of Insignia (since July 1994).
- -----------------------------------------------------------------------------------------------------------------------
Edward S. Gordon Edward S. Gordon has been with the Office of
200 Park Avenue the Chairman of Insignia since July 1996.
New York, NY 10166 Prior to July 1996, Mr. Gordon's principal
employment for more than the prior five
years was as a founder and Chairman of
Edward S. Gordon Company, Incorporated
("ESG"), a commercial property management
and brokerage firm located in New York, New
York that was acquired by Insignia in June
1996.
- -----------------------------------------------------------------------------------------------------------------------
Albert H. Gossett Albert H. Gossett's principal employment has
been with Insignia for more than the past
five years. Mr. Gossett currently serves as
a Senior Vice President of Insignia (since
July 1994) and as Chief Information Officer
of Insignia (since January 1991).
- -----------------------------------------------------------------------------------------------------------------------
Henry Horowitz Henry Horowitz's principal employment has
been with Insignia since January 1993. Mr.
Horowitz currently serves as an Executive
Managing Director of Insignia (since June
1994) and as Chief Operating Officer of
Insignia Commercial Group (since January
1997). From January 1987 to January 1993,
Mr. Horowitz's principal employment was as
Chief Executive Officer of First Resource
Realty, Inc., a commercial property
management organization located in Oklahoma
that Insignia acquired in January 1993.
- -----------------------------------------------------------------------------------------------------------------------
Neil Kreisel Neil Kreisel has been an Executive Managing
909 Third Avenue Director of Insignia since September 1995
New York, NY 10022 and President of Insignia Residential Group
since January 1997. Prior to September
1995, Mr. Kreisel's principal occupation was
to serve as President and Chief Executive Officer of Kreisel Company, Inc., a
residential property management firm located
in New York, New York which Insignia
acquired in September 1995.
- -----------------------------------------------------------------------------------------------------------------------
John K. Lines John K. Lines has been General Counsel of
Insignia since June 1994 and Secretary since
July 1994. From May 1993 until June 1994,
Mr. Lines' principal employment was as
Assistant General Counsel and Vice President
of Ocwen Financial Corporation, a thrift
holding company located in West Palm Beach,
Florida. From October 1991 until April
1993, Mr. Lines' principal employment was as
Senior Attorney of Banc One Corporation, a
bank holding company in Columbus, Ohio.
- -----------------------------------------------------------------------------------------------------------------------
Martha Long Martha Long has been a Senior Vice President
- Finance of Insignia since January 1997 and
Controller of Insignia since June 1994.
Prior to June 1994, Ms. Long was Senior Vice
President and Controller of The First
Savings Bank located in Greenville, South Carolina.
- -----------------------------------------------------------------------------------------------------------------------
Thomas R. Shuler Thomas R. Shuler's principal employment has
been with Insignia for more than the past
five years. Mr. Shuler currently serves as
Chief Operating Officer of Insignia
Residential Group (since 1997).
- -----------------------------------------------------------------------------------------------------------------------
Stephen B. Siegel Stephen B. Siegel has been an Executive
200 Park Avenue Managing Director of Insignia since July
New York, NY 10166 1996 and President of Insignia Commercial
Group since January 1997. From February
1992 until July 1996, Mr. Siegel's principal
employment was as President of ESG.
- -----------------------------------------------------------------------------------------------------------------------
Ronald Uretta Ronald Uretta's principal employment has
been with Insignia for more than the past
five years. Mr. Uretta currently serves as
Chief Operating Officer (since August 1996)
and Treasurer (since January 1992) of
Insignia.
- -----------------------------------------------------------------------------------------------------------------------
Anthony M. Ciepiel Since October 1997, Anthony M. Ciepiel has
been the President of Realty One, Inc., a
real estate brokerage firm acquired by
Insignia in October 1997. From January
1996 to October 1997, he was an Executive
Vice President and Chief Operating Officer,
and from January 1994 to January 1996 he
was a Senior Vice President and Chief
Operating Officer, of Realty One, Inc.
Prior thereto he was an Executive Vice
President, Treasurer and Chief Financial
Officer of Griswold Inc., an advertising
firm.
- -----------------------------------------------------------------------------------------------------------------------
Joseph T. Aveni Since December 1990, Joseph T. Aveni has been
the Chief Executive Officer of Realty One,
</TABLE>
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
Set forth in the table below are the name and the present
principal occupations or employment and the name, principal
business and address of any corporation or other organization in
which such occupation or employment is conducted, and the five-
year employment history of each of the trustees and executive
officers of IPT other than Andrew L. Farkas. Each person
identified below is employed by IPT and is a United States
citizen. The principal business address of IPT and, unless
otherwise indicated, the business address of each person
identified below, is One Insignia Financial Plaza, Greenville,
South Carolina 29602. Trustees are identified by an asterisk.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Name Present Principal Occupation
or Employment and
Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
James A. Aston James A. Aston has served as a
Trustee and President of IPT since
its inception in May 1996. For
additional information regarding Mr.
Aston, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Frank M. Garrison Frank M. Garrison has served as a
102 Woodmont Boulevard Trustee of IPT since December 1996.
Suite 400 Mr. Garrison also served as an
Nashville, TN 37205 Executive Managing Director of IPT
from January 1997 to April 1997. For
additional information regarding Mr.
Garrison, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Jeffrey P. Cohen Jeffrey P. Cohen has served as a
375 Park Avenue Senior Vice President of IPT since
Suite 3401 August 1997, and served as a Vice
New York, NY 10152 President of IPT from June 1997 until
August 1997. Since April 1997, Mr.
Cohen's principal occupation has been
to serve as a Senior Vice President -
Investment Banking of Insignia.
prior to April 1997, Mr. Cohen's
principal occupation was as an
attorney with the law firm of Rogers
& Wells, New York, New York.
- -----------------------------------------------------------------------------------------------------------------------
William D. Falls William D. Falls has served as the
Controller of IPT since August 1997.
Since April 1995, Mr. Falls'
principal occupation has been to
serve as an accountant with Insignia.
Prior to April 1995, Mr. Falls'
principal occupation was as a senior
auditor with the accounting firm of
Ernst & Young LLP.
- -----------------------------------------------------------------------------------------------------------------------
William H. Jarrard, Jr. William H. Jarrard, Jr. has served as
a Senior Vice President of IPT since
August 1997, and served as Vice
President and Director of Operations
of IPT from December 1996 until
August 1997. Mr. Jarrard's principal
employment has been with Insignia for
more than the past five years. From
January 1994 to September 1997, Mr.
Jarrard served as Managing Director -
Partnership Administration of
Insignia.
- -----------------------------------------------------------------------------------------------------------------------
John K. Lines John K. Lines has served as Secretary
of IPT since December 1996, and has
served as a Senior Vice President of
IPT since August 1997. Mr. Lines
served as a Vice President of IPT
from May 1996 until August 1997. For
additional information regarding Mr.
Lines, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Ronald Uretta Ronald Uretta has served as Treasurer
of IPT since December 1996, and has
served as a Senior Vice President of
IPT since August 1997. Mr. Uretta
served as a Vice President of IPT
from December 1996 until August 1997
and as Chief Financial Officer of IPT
from May 1996 until December 1996.
For additional information regarding
Mr. Uretta, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Carroll D. Vinson Carroll D. Vinson has served as Chief
Operating Officer of IPT since May
1997. Since August 1994, Mr.
Vinson's principal occupation has
been to serve as President of the
various corporate general partners of
partnerships controlled by
Metropolitan Asset Enhancement, L.P.,
which is an affiliate of Insignia.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
