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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
MERIDIAN POINT REALTY TRUST VIII CO.
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(Name of Issuer)
PREFERRED STOCK
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(Title of Class of Securities)
82627A207
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(CUSIP Number)
Allen K. Meredith
Meredith Partners, Inc.
3000 Sand Hill Road
Building 1 Suite 100
Menlo Park, California 94025
(415) 854-5477
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
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and Communications)
With a copy to:
Richard S. Grey
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
May 21, 1997/June 6, 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 13, 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 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).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 6 Pages
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<TABLE>
<CAPTION>
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CUSIP No. 82627A207
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<C> <S> <C> <C> <C>
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: Meredith Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER 200,000 (see Items
SHARES 3 and 5)
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 200,000 (see Items
PERSON WITH 3 and 5)
10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 200,000 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 3.8% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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</TABLE>
Page 2 of 6 Pages
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<TABLE>
<CAPTION>
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CUSIP No. 82627A207
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<C> <S> <C> <C> <C>
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: Meredith Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER 62,500 (see Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 62,500 (see Item 5)
PERSON WITH
10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 62,500 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 1.2% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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</TABLE>
Page 3 of 6 Pages
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PRELIMINARY NOTE
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The person filing this Amendment No. 3 is Meredith Partners, Inc., a
California corporation (the "Company"). This Amendment No. 3 amends a Statement
on Schedule 13D filed by the Company on March 31, 1997 (the "Original
Statement"), as amended on April 16, 1997 ("Amendment No. 1") and on May 12,
1997 ("Amendment No. 2").
This Amendment No. 3 relates to the preferred stock, par value $.001 per
share (the "Preferred Stock") of Meridian Point Realty Trust VIII Co., a
Missouri corporation (the "Issuer") with its principal executive offices located
at 655 Montgomery Street, Suite 800, San Francisco, California 94111.
Other than as set forth below, to the best knowledge of the Company, there
has been no material change in the information set forth in response to Rows 1,
3 through 6, inclusive, 8, 10, 12 and 14 of the Cover Sheet and Item 1 of the
Original Statement, as amended by Amendment No. 1 and Amendment No. 2.
Accordingly, those items are omitted from this Amendment No. 3.
A second Cover Sheet has been included with this Amendment No. 3 with
regard to 60,000 shares of Preferred Stock of the Issuer which were purchased by
Allen K. Meredith ("Mr. Meredith"), Chief Executive Officer of the Company, in
his individual capacity, on June 6, 1997. Mr. Meredith previously owned 2,500
shares of Preferred Stock of the Issuer.
Item 2. Identity and Background.
- ------ -----------------------
(a)-(b) The person regarding whom the Company is filing this Schedule 13D
Amendment No. 3 is Mr. Meredith. Mr. Meredith's business address is 3000 Sand
Hill Road, Building 1, Suite 100, Menlo Park, California 94025.
(c) Mr. Meredith is the Chief Executive Officer of the Company.
(d)-(e) At no time during the last five years was Mr. Meredith convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
(f) Mr. Meredith is a citizen of the United States of America.
Item 3. Source and Amounts of Funds or Other Consideration.
- ------ --------------------------------------------------
The Company has entered into a letter agreement dated March 21, 1997, as
amended by a letter agreement dated May 6, 1997 (as so amended, the "Letter
Agreement"), with the Massachusetts Bay Transportation Authority Retirement Fund
("MBTARF"). Under the Letter Agreement, the Company has the right to acquire
one million one hundred eighty-three thousand five hundred fifty-six (1,183,556)
shares of Preferred Stock (the "Purchased Shares") for a price of $7.90 per
share, or a total of $9,350,092.40 (or more at the option of the Company in
certain circumstances described in the Letter Agreement). The closing of the
purchase is expected to occur on June 11, 1997 or earlier, subject to the
satisfaction of certain conditions set forth in the Letter Agreement. The
source of funds to be used to purchase the Purchased Shares will be the capital
of the Company and capital of at least one other investor to which the Company
will assign the right to acquire a portion of the Purchased Shares. Unless the
Letter Agreement is terminated and becomes of no further force and effect,
MBTARF will give its proxy to the Company in order for the Company to vote the
Purchased Shares at Meridian Point Realty Trust VII Co.'s next annual meeting.
Upon closing of the acquisition of the Purchased Shares pursuant to the Letter
Agreement, the Company intends that no person will own in excess of 9.8% of the
total outstanding shares of the Issuer's Preferred Stock and common stock,
computed in accordance with Sections 542(a) and 544 of the Internal Revenue Code
and applicable regulations thereunder.
The Company has entered into an Assignment Agreement dated May 21, 1997
(the "Assignment Agreement") with Turkey Vulture Fund XIII, LTD. ("TVF"), an
Ohio limited liability company. The Assignment Agreement is attached hereto as
Exhibit 99.3. Pursuant to the Assignment Agreement, the Company has assigned to
TVF and/or its assignees all of the Company's right, title and interest in and
to the Letter Agreement, and TVF and/or its assignees have agreed to assume all
of the obligations of the Company thereunder. In consideration for the
assignment, TVF has agreed to (i) pay to the Company $50,000 as reimbursement
for the nonrefundable deposit made by the Company under the Letter Agreement,
which amount will be netted against the purchase price payable by TVF under the
Assignment Agreement and the Letter Agreement; (ii) pay an amount equal to the
direct out-of-pocket expenses incurred by the Company in connection with the
Page 4 of 6 Pages
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negotiation and signing of the Assignment Agreement and (iii) deliver to the
Company an option to buy 200,000 of the Purchased Shares (the "Option").
With regard to the 62,500 shares of Preferred Stock individually owned by
Mr. Meredith, Mr. Meredith utilized personal funds to purchase the same.
Item 4 Purpose of Transaction.
- ------ ----------------------
The Company will acquire beneficial ownership of a portion of the Purchased
Shares for the purpose of investment. However, through ownership of a portion
of the Purchased Shares, the Company intends to try to influence management of
the Issuer, including the appointment of a Chief Executive Officer of the
Issuer, and the Company may nominate persons to serve on the board of directors
of the Issuer. In addition, the Company may acquire additional shares of the
Issuer through market transactions and has made offers to the Massachusetts
State Teachers' and Employees' Retirement Systems Trust and to the Chicago Truck
Drivers, Helpers & Warehouse Workers Union (Independent) Pension Fund to
purchase the shares of Preferred Stock they currently own. The Company's offer
to purchase such shares has not been accepted by either party.
Pursuant to the Assignment Agreement, TVF has agreed to vote all shares of
the Issuer as to which it has voting power in such a manner as to have Richard
M. Osborne and Allen K. Meredith elected to the Board of Directors of the
Issuer, with first priority to Mr. Osborne, second priority to Mr. Meredith, and
thereafter priority to other nominees selected by Mr. Osborne. The Company
agrees to assign to TVF or to Mr. Osborne any proxy or proxies obtained by the
Company from MBTARF with respect to the 1997 Annual Meeting of the Issuer, or to
name TVF or Mr. Osborne as substitute proxies.
Except as set forth above, the Company has no present plans or proposals
which relate to, or would result in: the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer by any person; causing a
class of securities of the issuer being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; 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 any
action similar to any of those enumerated above.
Mr. Meredith acquired 62,500 shares of Preferred Stock of the Issuer for
investment purposes.
Except as set forth above, Mr. Meredith has no present plans or proposals
which relate to, or would result in: the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer by any person; causing a
class of securities of the issuer being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; 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 any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) Upon acquisition of the Purchased Shares by TVF, the Company will have
an option to purchase 200,000 shares of the Purchased Shares representing no
more than 3.8% of the 5,273,927 issued and outstanding shares of Preferred Stock
as of April 30, 1997, the date of the Issuer's 10-Q.
Mr. Meredith beneficially owns 1.2% of the 5,273,927 issued and outstanding
shares of Preferred Stock of the Issuer as of April 30, 1997, the date of the
Issuer's 10-Q.
(b) The Company will have the sole power to vote or direct the disposition
of up to 200,000 shares of Preferred Stock. Because of certain provisions
contained in the Assignment Agreement, the Company and TVF may be deemed a group
under Rule 13d-5(b), promulgated under the Exchange Act with respect to the
Purchased Shares. For further information in this regard, see
Mr. Meredith will have the sole power to vote or direct the disposition of
up to 62,500 shares of Preferred Stock.
Page 5 of 6 Pages
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Schedule 13D, together with exhibits attached thereto, filed by TVF with the
Securities and Exchange Commission on May 22, 1997.
(c) No transactions of Preferred Stock were effected by the Company during
the past 60 days or since the most recent filing on Schedule 13D.
On June 6, 1997 Allen K. Meredith, Chief Executive Officer of the Company,
acquired, in his individual capacity, 60,000 shares of Preferred Stock of the
Issuer.
(d) No person other than the Company herein has the right to receive or the
power to direct the receipt of dividends or the proceeds from the sale of the
securities being reported herein.
With regard to the 62,500 shares of Preferred Stock of the Issuer
beneficially owned by Mr. Meredith, no person other than Mr. Meredith herein has
the right to receive or the power to direct the receipt of dividends or the
proceeds from the sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Mr. Meredith has no contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any security of the Issuer,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials To Be Filed as Exhibits.
- ------ ---------------------------------
Exhibit 99.3 - Assignment Agreement dated May 21, 1997 between the Company
and Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 9, 1997
MEREDITH PARTNERS, INC., a California
corporation
By: /s/ Allen K. Meredith
---------------------
Allen K. Meredith
Its: Chief Executive Officer
Page 6 of 6 Pages
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EXHIBIT 99.3
------------
ASSIGNMENT AGREEMENT
--------------------
This Assignment Agreement is entered into as of May 21, 1997, by and
between MEREDITH PARTNERS, INC., a California corporation ("Meredith"), and
-----------------------
TURKEY VULTURE FUND XIII, LTD., an Ohio limited liability company ("TVF").
- ------------------------------
RECITAL
Meredith has entered into a letter agreement dated March 21, 1997, as amended by
letter agreement dated May 6, 1997 (together the "Purchase Agreement"), with
Massachusetts Bay Transportation Authority Retirement Fund ("Mass Bay"),
providing for Meredith to purchase 1,183,556 shares of Preferred Stock (the
"Stock") of Meridian Point Reality Trust VII Co. ("Meridian") for a purchase
price of $790 per share, or a total of $9,350,092.40.
In consideration of the mutual covenants contained herein, the parties hereby
agree as follows:
1. Assignment. Subject to the provisions of this Agreement, Meredith
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hereby assigns to TVF and/or its assignees all of Meredith's right, title and
interest in and to the Purchase Agreement, and TVF and/or its assignees agree to
assume all of the obligations of Meredith thereunder.
2. Consideration. In consideration for the assignment by Meredith of
-------------
its rights to the Purchase Agreement and subject to the provisions of this
Agreement, TVF agrees to pay Meredith (a) $50,000 to reimburse Meredith for the
nonrefundable deposit Meredith made under the Purchase Agreement, which payment
shall be made concurrently with the execution of this Agreement by a check
payable to Chicago Title Insurance Company of the deposit previously made by
Meredith, and (b) an amount equal to the direct out-of-pocket expenses incurred
by Meredith in connection with the negotiation and signing of the Purchase
Agreement, including reasonable legal expenses, but no event more than $50,000,
which amount shall be paid as soon as practicable, but in no event more than 30
days after receipt by TVF of receipts or invoices sufficient to verify the
amounts thereof. In addition, TVF agrees to deliver to Meredith, at the time of
the purchase of the Stock from Mass Bay, an option to purchase 200,000 shares of
the Stock (the "Option"), the Option to be substantially in the form of Exhibit
A attached hereto.
3. Representations and Warranties of Meredith. Meredith hereby
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represents and warrants to TVF as follows: (a) Meredith has the full power and
authority to enter into and perform this Agreement, (b) Meredith is not a party
to any contract or subject to any legal restriction with respect to the Stock or
that would prevent or restrict complete fulfillment by Meredith of all the terms
and conditions of this Agreement or compliance
1
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with any of Meredith's obligations under it, (c) Meredith has taken all
necessary actions to authorize and approve the execution, delivery and
performance of this Agreement, (d) this Agreement constitutes a legal, valid and
binding obligation of Meredith, enforceable against Meredith in accordance with
its terms, and (e) the Purchase Agreement is in full force and effect and
constitutes a legal, valid and binding obligation of Meredith, enforceable
against Meredith and to Meredith's knowledge, Mass Bay, in accordance with its
terms. Meredith agrees to make available to TVF or its lawyers all information
in Meredith's possession with respect to Meridian. These representations and
warranties shall be true as of the closing of the purchase of the Stock.
4. Closing. Meredith agrees to give prompt written notice of this
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Assignment Agreement to Mass Bay and to notify Mass Bay that the closing under
the Purchase Agreement shall take place no later than June 9, 1997, pursuant to
terms of the Purchase Agreement, and that the certificates for the Stock and a
duly executed proxy to vote all the shares of the Stock at the 1997 Annual
Meeting of Meridian should be delivered to TVF and/or its assignees against
payment by TVF or its assignees of the purchase price. In the event that TVF or
its assignees fail to purchase the Stock from Mass Bay, TVF shall pay to
Meredith, in addition to the amounts set forth in Section 2 hereof, the sum of
$100,000 as liquidated damages (unless the failure to close is due solely to the
failure of Mass Bay to deliver a duly executed proxy to vote all the shares of
Stock at the 1997 Annual Meeting of Meridian, in which case the $100,000 will
not be payable) and agrees to indemnify Meredith against, and to hold it
harmless from, any loss, cost, damage, expense or liability it may incur to Mass
Bay as a result of its failure to purchase the Stock pursuant to the Agreement;
provided, however, that TVF shall have no liability for Meredith's gross
negligence or wilful misconduct.
5. Assignment of this Agreement. This Assignment Agreement shall be
----------------------------
assignable by TVF, in whole or in part, without obtaining Meredith's consent in
order to comply with the percentage ownership limitations of Meridian's Bylaws
and applicable law; provided that if TVF or any assignee can not comply with
such ownership percentages, then TVF shall provide Meredith the opportunity to
purchase any Stock that would be deemed to be "Excess Shares" as such term is
defined in Meridian's Bylaws; and, provided further that Meredith or any
assignee of Meredith pursuant to the foregoing proviso will observe the voting
requirements set forth in Section 6 hereof.
6. Voting of Stock. TVF agrees to vote all shares of Meridian as to
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which it has voting power in such a manner as to have Richard M. Osborne and
Allen K. Meredith elected to the Board of Directors of Meridian, with first
priority to Mr. Osborne, second priority to Mr. Meredith, and thereafter
priority to other nominees selected by Mr. Osborne. Meredith
2
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agrees to assign to TVF or to Mr. Osborne any proxy or proxies obtained by it
from Mass Bay with respect to the 1997 Annual Meeting of Meridian or to name TVF
or Mr. Osborne as substitute proxies. Meredith shall obtain from Mass Bay a
proxy pursuant to the letter agreement attached hereto as Exhibit B.
7. General Provisions.
------------------
7.1 Notices. Any notice or other communication required or permitted
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hereunder shall be in writing and shall be either (i) delivered personally, (ii)
sent by telegraph or telex, (iii) sent by facsimile transmission, (iv) delivered
by nationally recognized overnight courier service against a receipt therefore,
or (v) sent by certified, registered or express mail, postage prepaid. Any such
notice shall be deemed given (A) when so delivered personally, telegraphed,
telexed or sent by facsimile transmission if applicable; (B) when delivered by
courier if applicable; or (C) if mailed, five days after the date of deposit in
the United States mail if applicable, as follows:
If to Meredith: Meredith Partners, Inc.
3000 Sand Hill Road
Building 1, Suite 100
Menlo Park, CA 94025
Facsimile No.: 415-854-2250
Attention: Allen K. Meredith, President
If to TVF: Turkey Vulture Fund XIII, Ltd.
c/o Richard M. Osborne
7001 Center Street
Mentor, OH 44060
Facsimile No.: 216-255-8645
7.2 Entire Agreement. This Agreement constitutes a complete
----------------
statement of the agreements among the parties hereto with respect to the subject
matter hereof and supersedes any prior agreement of the parties with respect
thereto.
7.3 Amendment. This Agreement may not be changed orally, but only by
---------
an agreement in writing and signed by all the parties hereto.
7.4 Assignment. Except as specifically set forth above, the parties
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may not assign any of their respective duties, obligations, or rights under this
Agreement without the express prior written consent of both of the other
parties, which consent may not be unreasonably withheld.
7.5 Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be regarded as an original, and all of which
together shall constitute one and the same instrument, notwithstanding the fact
that all of the parties have not executed the same instrument.
3
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7.6 Headings. The headings to the Sections hereof are for reference
--------
only and shall not limit or define in any way the content thereof.
7.7 Severability. If any provision of this Agreement shall be held
------------
or deemed to be or shall, in fact, be inoperative or unenforceable as applied in
any particular case for any reason, such circumstances shall not have the effect
of rendering the provision in question inoperative or unenforceable in any other
case or circumstance, or of rendering any provision or provisions herein
contained invalid, inoperative, or unenforceable to any extent whatsoever. The
invalidity of any one or more provisions of this Agreement shall not affect the
remaining provisions of this Agreement, or any part thereof.
7.8 Benefit. This Agreement shall inure to the benefit of, and shall
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be binding upon the parties hereto, their successors and assigns.
7.9 Governing Law. This Agreement is to be
-------------
governed by and construed in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers or representatives on the date set
forth above.
<TABLE>
<CAPTION>
MEREDITH PARTNERS,INC.
<S> <C>
Date of signature, May 21, 1997 By: /s/ Allen K. Meredith
-------------------------
Its: President & CEO
TURKEY VULTURE FUND XIII, LTD.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Date of signature, May 22, 1997 By: /s/ Richard M. Osborne
-------------------------
Its: Manager
</TABLE>
4
