SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Highlands Insurance Group, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
431032101
(CUSIP Number)
Peter A. Hochfelder
c/o Brahman Management, L.L.C.
277 Park Avenue, 26th Floor
New York, New York 10172
(212) 941-1400
(Name, address and telephone number of person
authorized to receive notices and communications)
September 17, 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-1(a) 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 purposes 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
SCHEDULE 13D
CUSIP No. 431032101 Page 2 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 231,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
231,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
231,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 3 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 314,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
314,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
314,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 4 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BY Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 343,507
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
343,507
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
343,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 5 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 889,407
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
889,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
889,407
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.8%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 6 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 447,407
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
447,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
447,407
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.4%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 7 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter A. Hochfelder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 993,307
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
993,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
993,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 8 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Sobel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 993,307
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
993,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
993,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 Page 9 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell A. Kuflik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 993,307
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
993,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
993,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 10 of 24 Pages
The Schedule 13D initially filed on July 21, 1997, by the
signatories hereto relating to the Common Stock, par value $0.01 per share
(the "Common Stock"), issued by Highlands Insurance Group, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are at 10,370
Richmond Avenue, Houston, Texas 77042, is hereby amended by this Amendment No.
1 to the Schedule 13D as follows:
Item 2. Identity and Background.
- ------ -----------------------
Clauses (a), (b), (c) and (f) of Item 2 are hereby deleted and the
following inserted in their place:
(a) This statement is filed by (i) Brahman Partners II, L.P., a
Delaware limited partnership ("Brahman II"), with respect to the shares of
Common Stock owned by it, (ii) Brahman Institutional Partners, L.P. ("Brahman
Institutional"), a Delaware limited partnership, with respect to the shares of
Common Stock owned by it, (iii) BY Partners, L.P. ("BY Partners"), a Delaware
limited partnership, with respect to the shares of Common Stock owned by it,
(iv) Brahman Management, L.L.C. ("Brahman Management"), a Delaware limited
liability company and the sole general partner of Brahman II, BY Partners and
Brahman Institutional, with respect to the shares of Common Stock owned by
Brahman II, BY Partners and Brahman Institutional, (v) Brahman Capital Corp.,
a Delaware corporation ("Brahman Capital"), with respect to the shares of
Common Stock held for each of (A) BY Partners and (B) Brahman Partners II
Offshore, Ltd. ("Brahman Offshore"), a Cayman Islands exempted company, and
(vi) Peter A. Hochfelder, Robert J. Sobel and Mitchell A. Kuflik, each a
citizen of the United States, and together the executive officers and
<PAGE>
Page 11 of 24 Pages
directors of Brahman Capital and the sole members of Brahman Management, with
respect to shares of Common Stock subject to the control of Brahman Capital
and Brahman Management. The foregoing individuals and entities (other than
Brahman Offshore) are hereinafter referred to collectively as the "Reporting
Persons." Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
Brahman II, BY Partners and Brahman Institutional are each private
investment partnerships, the sole general partner of which is Brahman
Management. As the sole general partner of Brahman II, BY Partners and
Brahman Institutional, Brahman Management has the power to vote and dispose of
the shares of Common Stock owned by each of Brahman II, BY Partners and
Brahman Institutional and, accordingly, may be deemed the "beneficial owner"
of such shares. The managing members of Brahman Management are Peter
Hochfelder, Mitchell Kuflik and Robert Sobel.
Pursuant to investment advisory contracts (and, in the case of BY
Partners, pursuant to an arrangement between Brahman Management and Brahman
Capital), Brahman Capital currently has the power to vote and dispose of the
shares of Common Stock held for the account of each of Brahman Offshore and BY
Partners and, accordingly, may be deemed the "beneficial owner" of such
shares. Messrs. Hochfelder, Sobel and Kuflik are the executive officers and
directors of Brahman Capital.
(b) The address of the principal business and principal office of
(i) Brahman II, Brahman Institutional, BY Partners, Brahman Management,
<PAGE>
Page 12 of 24 Pages
Brahman Capital and Messrs. Hochfelder, Kuflik and Sobel is 277 Park Avenue,
26th Floor, New York, New York 10172; and (ii) Brahman Offshore is c/o Citco,
N.V. Kaya Flamboyan 9, Willemstad Curacao, Netherlands Antilles.
(c) The present principal business of Brahman II, BY Partners,
Brahman Offshore and Brahman Institutional is that of a private investment
fund, engaging in the purchase and sale of securities for investment for their
own accounts. The present principal business of Brahman Management is that of
a private investment firm, engaging in the purchase and sale of securities for
investment on behalf of Brahman II, BY Partners and Brahman Institutional.
The present principal business of Brahman Capital is that of a private
investment firm, engaging in the purchase and sale of securities for
investment on behalf of discretionary accounts. The present principal
occupations of Messrs. Hochfelder, Sobel and Kuflik are directing the
activities of Brahman Management and Brahman Capital.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen. Brahman Management is a Delaware limited liability
company. Each of Brahman II, BY Partners and Brahman Institutional is a
Delaware limited partnership. Brahman Capital is a Delaware corporation.
Brahman Offshore is a Cayman Islands exempted company limited by shares.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 is hereby amended to add the following:
Since the initial Schedule 13D filing, (i) Brahman II purchased
2,500 shares of Common Stock at a net investment cost of $56,120 (including
<PAGE>
Page 13 of 24 Pages
commissions) and Brahman II sold 3,000 shares of Common Stock for which it
received net proceeds of $71,818 (including commissions), (ii) Brahman
Institutional purchased 7,000 shares of Common Stock at a net investment cost
of $165,945 (including commissions), (iii) BY Partners purchased 12,500 shares
of Common Stock at a net investment cost of $300,250 (including commissions),
and (iv) Brahman Capital for the account of Quasar International Partners
C.V., a Netherlands Antilles limited partnership ("Quasar"), sold 173,300
shares of Common Stock for which it received net proceeds of $4,006,183
(including commissions). As of the close of business on September 24, 1997,
Brahman Capital held no shares of Common Stock for the account of Quasar. In
(i) through (iii) above, the funds, with respect to purchases of shares of
Common Stock, were furnished from the investment capital of the respective
entity.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5(a) is hereby deleted and the following inserted in its place:
(a) As of the close of business on September 24, 1997, (i) Brahman
II owns beneficially 231,400 shares of Common Stock, constituting
approximately 1.8% of the shares outstanding; (ii) Brahman Institutional owns
beneficially 314,500 shares of Common Stock, constituting approximately 2.4%
of the shares outstanding; (iii) BY Partners owns beneficially 343,507 shares
of Common Stock, constituting approximately 2.6% of the shares outstanding;
(iv) Brahman Management owns beneficially 889,407 shares of Common Stock,
constituting approximately 6.8% of the shares outstanding (such amounts are
inclusive of the amounts reported by Brahman II, BY Partners and Brahman
Institutional pursuant to clauses (i)-(iii) herein); (v) Brahman Capital owns
beneficially 447,407 shares of Common Stock, constituting approximately <PAGE>
Page 14 of 24 Pages
3.4% of the shares outstanding (such amounts are inclusive of the 103,900
shares held for the discretionary account that Brahman Capital manages for
Brahman Offshore, and 343,507 shares held by BY Partners); and (vi) each of
Messrs. Hochfelder, Sobel and Kuflik own beneficially 993,307 shares of Common
Stock, constituting approximately 7.6% of the shares outstanding. Brahman
Management, Brahman Capital and Messrs. Hochfelder, Sobel and Kuflik own
directly no shares of Common Stock. By reason of the provisions of Rule 13d-
5(b)(1) under the Act, the Reporting Persons comprising the foregoing group
may be deemed to own 993,307 shares, constituting approximately 7.6% of the
shares outstanding. The percentages used herein are calculated based upon the
13,108,321 shares of Common Stock stated to be issued and outstanding at
August 15, 1997, as reflected in the Company's quarterly report on Form 10-Q
filed with the Securities and Exchange Commission for the quarterly period
ended June 30, 1997.
The second sentence of Item 5(b) is hereby deleted and the following
is inserted in its place:
Brahman Capital is a party to investment management contracts pursuant
to which Brahman Capital has investment responsibility with respect to
securities held for the account of Brahman Offshore.
Item 5(b) is hereby amended to add the following:
The trading dates, number of shares purchased or sold and price per
share (excluding commissions) for all transactions by the Reporting Persons
during the past 60 days are set forth in Schedule A hereto. All such
<PAGE>
Page 15 of 24 Pages
transactions were open market transactions and were effected on the New York
Stock Exchange. No other transactions were effected by any of the persons
named in response to Item 5(a) above during such period.
<PAGE>
Page 16 of 24 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 25, 1997
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
<PAGE>
Page 17 of 24 Pages
BRAHMAN CAPITAL CORP.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
------------------------------------------
Peter A. Hochfelder
/s/ Robert J. Sobel
------------------------------------------
Robert J. Sobel
/s/ Mitchell A. Kuflik
------------------------------------------
Mitchell A. Kuflik
<PAGE>
Page 18 of 24 Pages
Schedule A
Brahman Partners II, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (excluding commissions)
- ------------------------------------------------------------------------------
7/31/97 2,500 22.388
9/11/97 (3,000) 24.000
<PAGE>
Page 19 of 24 Pages
Schedule A
Brahman Institutional Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (excluding commissions)
- ------------------------------------------------------------------------------
8/27/97 2,000 23.719
8/29/97 5,000 23.618
<PAGE>
Page 20 of 24 Pages
Schedule A
BY Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (excluding commissions)
- ------------------------------------------------------------------------------
8/22/97 12,500 24.000
<PAGE>
Page 21 of 24 Pages
Schedule A
Brahman Capital Corp. for the account of
Quasar International Partners, C.V.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (excluding commissions)
- ------------------------------------------------------------------------------
9/15/97 (41,000) 23.125
9/16/97 (26,000) 23.262
9/17/97 (30,000) 22.917
9/18/97 (70,800) 23.218
9/19/97 (5,500) 22.750
Page 22 of 24 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
____________________________
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
<PAGE>
Page 23 of 24 Pages
concerning the other, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: September 25, 1997
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
------------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
<PAGE>
Page 24 of 24 Pages
BRAHMAN CAPITAL CORP.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
------------------------- --------------
Peter A. Hochfelder
/s/ Robert J. Sobel
------------------------------------------
Robert J. Sobel
/s/ Mitchell A. Kuflik
------------------------------------------
Mitchell A. Kuflik
