<PAGE>
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. )*
ARV Assisted Living, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
00204C107
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 29, 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.
(Continued on following pages)
________________________
* 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 purposes of Section 18 of the Securities
Exchange Act of 1934 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 1 of 34
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CUSIP No. 00204C107 13D Page 2 of 34 Pages
--------- --- ---
- -------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Salomon Brothers Inc, 13-3082694
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
/X/
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
Number of Shares 7 Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With 8 Shared Voting
Power 610,928
--------------------------------------------------
9 Sole Dispositive
Power 0
--------------------------------------------------
10 Shared Dispositive
Power 610,928
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
610,928
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.0%
- -------------------------------------------------------------------------------
14 Type of Reporting Person* BD
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 00204C107 13D Page 3 of 34 Pages
--------- --- ---
- -------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Salomon Brothers Holding Company Inc, 13-3082695
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
/X/
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
Number of Shares 7 Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With 8 Shared Voting
Power 610,928
--------------------------------------------------
9 Sole Dispositive
Power 0
--------------------------------------------------
10 Shared Dispositive
Power 610,928
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
610,928
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.0%
- -------------------------------------------------------------------------------
14 Type of Reporting Person* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 00204C107 13D Page 4 of 34 Pages
--------- --- ---
- -------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Salomon Smith Barney Holdings Inc., 22-1660266
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
/X/
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
Number of Shares 7 Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With 8 Shared Voting
Power 664,778
--------------------------------------------------
9 Sole Dispositive
Power 0
--------------------------------------------------
10 Shared Dispositive
Power 664,778
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
664,778
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.4%
- -------------------------------------------------------------------------------
14 Type of Reporting Person* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 00204C107 13D Page 5 of 34 Pages
--------- --- ---
- -------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Travelers Group Inc., 52-1568099
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
/X/
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
Number of Shares 7 Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With 8 Shared Voting
Power 664,778
--------------------------------------------------
9 Sole Dispositive
Power 0
--------------------------------------------------
10 Shared Dispositive
Power 664,778
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
664,778
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.4%
- -------------------------------------------------------------------------------
14 Type of Reporting Person* HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D is being filed with respect to the
Common Stock, no par value (the "Common Stock"), of ARV Assisted Living,
Inc., a California corporation (the "Issuer"), which has its principal
executive office at 245 Fischer Avenue, D-1, Costa Mesa, California 92626.
Item 2. Identity and Background.
(a), (b), (c) and (f) This Statement on Schedule 13D is being
filed by Salomon Brothers Inc, a Delaware corporation ("SBI"), Salomon
Brothers Holding Company Inc, a Delaware corporation ("SBHC"), Salomon Smith
Barney Holdings Inc. (formerly Salomon Inc), a Delaware corporation ("SSB
Holdings"), and Travelers Group Inc., a Delaware corporation ("TRV"). All of
the Common Stock reported herein is directly beneficially owned by SBI or
subsidiaries of SSB Holdings or in market making accounts of SBI or
subsidiaries of SSB Holdings. SBI is a wholly owned subsidiary of SBHC,
which is a wholly owned subsidiary of SSB Holdings. SSB Holdings is a wholly
owned subsidiary of TRV. The principal executive offices of SBI, SBHC, SSB
Holdings and TRV are located, and the principal business of each are
conducted, at 388 Greenwich Street, New York, New York 10013.
SBI is a registered broker-dealer that succeeded to the business of
Salomon Brothers, a New York limited partnership, on October 1, 1981. The
principal business of SBI is the general brokerage, dealer and investment
banking business. The principal business of SBHC is the ownership of all the
outstanding shares of common stock of SBI. The principal business of SSB
Holdings is the ownership of subsidiaries in the investment and asset
management services and commodities businesses, including SBI, Smith
Barney Inc. (a registered broker-dealer), SBHC and Phibro Inc. (which is
engaged in commodities trading). TRV is a diversified financial services
company engaged, through its subsidiaries, in investment and asset management
services, consumer finance services and life and property-casualty insurance
services.
The names, citizenship, business addresses and principal occupations
or employments of each of the executive officers and directors of TRV and SBI
are set forth in Annexes A and B hereto, respectively, which are incorporated
herein by reference.
(d) and (e) On May 20, 1992, SBI and SSB Holdings, (together
"Salomon") consented, without admitting or denying any of the allegations of
the concurrently filed complaint, to the entry of a Final Judgment of
Permanent Injunction and Other Relief (the "Final Judgment") in settlement of
an action arising out of alleged misconduct in auctions of U.S. Treasury
securities and government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District Court for the
Southern District of New York, entitled Securities and Exchange Commission v.
Salomon Inc and Salomon Brothers Inc (92 Civ. 3691 and Securities and
Exchange Act Release No. 30721 (May 20, 1992)) (the "Treasury Matter").
Among other things, the Final Judgment enjoins Salomon from violations of
Section 17(a) of the Securities Act of 1933 (the "1933 Act"), Sections 10(b),
15(c)(1) and 17(a) of the Securities
Page 6 of 34 Pages
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Exchange Act of 1934 (the "1934 Act"), and rules 10b-5, 15c1-2, 17a-3 and
17a-4 promulgated thereunder. Pursuant to the settlement, Salomon was
required to pay a total amount of $290,000,000, with $100,000,000 going to a
fund for the payment of private claims for compensatory damages arising out
of U.S. Treasury auctions and related matters and $190,000,000 to the
United States in payment of civil penalties under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 and a forfeiture of assets to and
settlement of claims with the Department of Justice against SBI. On the same
day, in other related actions solely involving SBI, the SEC instituted and
settled an administrative proceeding relating to a failure to supervise the
persons responsible for the alleged misconduct, the Federal Reserve Bank of
New York announced the continuation of SBI's primary dealer designation but a
cessation of its trading activity until August 3, 1992, and the Department of
Treasury announced that SBI would be permitted to resume bidding for
customers on August 3, 1992, having restricted SBI to purchasing securities
for its own account in U.S. Treasury auctions since August 18, 1991.
In January and February 1993, SBI, without admitting or denying any
allegations, entered into consent agreements and, in some states, consent orders
with 41 state securities regulators in settlement of certain claims in respect
of SBI's state broker-dealer registrations arising out of SBI's activities
described in the Treasury Matter. Pursuant to the settlement with the states,
SBI agreed, among other things, to (i) comply with those provisions of the order
issued by the SEC in the Treasury Matter that imposed remedial sanctions with
respect to alleged violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and 1991; (ii) pay
$50,000 to each state participant in the settlement as reimbursement for costs
of investigation related to the Treasury Matter; and (iii) with respect to some
states, contribute $2,000,000 to a multi-state investor protection trust fund to
be created for the purpose of providing funds for projects promoting the cause
of investor protection.
On July 17, 1996, the Department of Justice filed a civil complaint
in the Southern District of New York alleging that SBI, Smith Barney Inc. and
22 other broker/dealers, as well as unnamed co-conspirators, violated section
1 of the Sherman Act in conjunction with the trading of Nasdaq securities. A
proposed settlement with all 24 defendants was filed concurrently. The
proposed settlement did not contain any admission of liability; it also
did not include any fine, penalty or injunction. Under the proposed
settlement, the defendants agreed, among other things, to institute specified
antitrust compliance procedures on their over-the-counter desks, with the
court retaining jurisdiction for enforcement of the settlement agreement,
including punishment by contempt. In April 1997, the U.S. District Court
for the Southern District of New York approved the settlement. In May 1997,
the plaintiffs in a related civil class action challenged certain provisions
of the settlement.
On August 26, 1996, the SEC simultaneously instituted a
cease-and-desist proceeding pursuant to Section 21C of the 1934 Act against SSB
Holdings and accepted SSB Holdings's Offer of Settlement. SSB Holdings, by its
Offer of Settlement, consented to the imposition of a cease-and-desist order and
the entry of the findings therein without admitting or denying such findings.
The SEC found that SSB Holdings had violated Section 13(b)(2) of the
Page 7 of 34 Pages
<PAGE>
1934 Act. Specifically, the SEC determined that SSB Holdings had failed to
perform thorough and timely reconciliations of its balance sheet accounts to
supporting documentation, and thus failed to identify on a timely basis
erroneous entries made by its staff. Moreover, SSB Holdings had failed to
ensure that correction procedures were properly implemented in London, in
part by failing to train adequately its staff to use a new automated system.
These failures resulted in the overstatement of assets and income on the
books, records, and accounts of SSB Holdings and its subsidiaries. In
determining to accept SSB Holdings's Offer of Settlement, the SEC considered
remedial acts promptly undertaken by SSB Holdings and cooperation afforded
the SEC staff.
Except as set forth or incorporated by reference herein, during the
last five years, none of TRV, SSB Holdings, SBHC, SBI or, to the best
knowledge of TRV, any of the persons listed in Annexes A or B hereto, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been 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 any material 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 4. Purpose of Transaction.
On June 27, 1997 SBI was engaged by the Issuer to render financial
advisory and investment banking services in connection with a possible sale
of equity securities of the Issuer. On October 29, 1997 the nature of SBI's
engagement by the Issuer was expanded. At such time, SBI was requested to
familiarize itself with the business, operations, properties, financial
condition and prospects of the Issuer and to assist the Issuer in
evaluating certain matters with respect to a potential change of control.
Specifically, SBI was asked to advise and assist the management and
Board of Directors of the Issuer in their evaluation of the then current
proposal of Emeritus Corporation with respect to the acquisition of the
Issuer's Common Stock or other similar proposals relating to the acquisition
of the Issuer or a business combination with the Issuer.
Pursuant to an agreement and plan of merger, dated as of September
24, 1997, among TRV, Diamonds Acquisition Corp. ("DAC") and Salomon Inc,
on November 28, 1997, DAC merged with and into Salomon Inc. Following the
merger, Salomon Inc and Smith Barney Holdings Inc., a wholly owned subsidiary
of TRV, merged with Salomon Inc as the surviving corporation in the merger and
Salomon Inc changed its name to Salomon Smith Barney Holdings Inc. As a
result of the mergers, TRV beneficially owns, directly or indirectly, all
outstanding shares of SBI, SBHC and SSB Holdings and accordingly, TRV may be
deemed to be the ultimate beneficial owner of all the shares of Common Stock
reported in this Schedule 13D.
The acquisitions of the Convertible Notes (as defined in Item 5
herein) by the reporting persons were made for investment purposes. All or
substantially all of the transactions described in Annex C hereto were
entered into in connection with the market making activities of SBI or other
subsidiaries of SSB Holdings.
The reporting persons review their holdings with respect to the
Issuer on a continuing basis. Depending on such evaluations of the Issuer's
business and prospects, and upon future developments (including, but not
limited to, market prices of the Common Stock and Convertible Notes and
availability and alternative uses of funds; as well as conditions in the
securities markets and general economic and industry conditions), the
reporting persons may acquire other securities of the Issuer or sell all or a
portion of its Convertible Notes or other securities of the Issuer, now owned
or hereafter acquired. Except as otherwise described herein, the reporting
persons have no plans or proposals relating to or which would result in any
of the transactions described in Items 4(a)-(j) of Schedule 13D.
Page 8 of 34 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) By reason of their relationship, TRV, SSB Holdings
and SBHC may be deemed to share voting and dispositive power with respect to
shares of Common Stock directly beneficially owned by SBI and may be deemed
to have an indirect beneficial interest in the shares of Common Stock held in
market making accounts of SBI. Similarly, by reason of their relationship,
TRV may be deemed to share voting and dispositive power with respect to
shares of Common Stock directly beneficially owned by subsidiaries of SSB
Holdings and may be deemed to have an indirect beneficial interest in the
shares of Common Stock held in market making accounts of subsidiaries of SSB
Holdings.
As of November 28, 1997, SBHC and SBI may be deemed to beneficially
own 610,928 shares of Common Stock, assuming conversion of 11,345,000 6.75%
Convertible Notes due 4/1/06 (the "Convertible Notes"), which represents
5.0% of the outstanding shares of Common Stock (based on 12,195,200 shares
of Common Stock outstanding, which is the sum of the 11,584,272 shares of
Common Stock outstanding as of November 11, 1997, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997, and the 610,928 shares that would be issued upon conversion of the
Convertible Notes). As of November 28, 1997, TRV and SSB Holdings may be
deemed to beneficially own 53,850 shares of Common Stock, assuming conversion
of 1,000,000 Convertible Notes in addition to the 610,928 shares of Common
Stock described above, which represents 5.4% of the outstanding shares of
Common Stock (based on 12,249,050 shares of Common Stock outstanding, which
is the sum of the 11,584,272 shares of Common Stock outstanding as of
November 11, 1997, as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, and the 664,778 shares that would
be issued upon conversion of the Convertible Notes). Additionally, SBI holds
a short position of 7,300 shares of the Common Stock.
Except as set forth or incorporated by reference herein, none of
TRV, SSB Holdings, SBHC, SBI or, to the best knowledge of TRV, the persons
listed in Annexes A or B hereto beneficially owned any Common Stock on
November 28, 1997.
(c) The dates, number of shares and prices per share for all
purchases and sales of Common Stock by subsidiaries of TRV from August 28,
1997 through November 28, 1997 are shown on Annex C hereto, which is
incorporated herein by reference. All such purchases and sales of Common
Stock were effected in the over-the-counter market or on the American Stock
Exchange.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None of TRV, SSB Holdings, SBHC, SBI or, to the best knowledge of
TRV, the persons listed in Annexes A or B hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to securities of the Issuer.
Item 7. Material To Be Filed As Exhibits.
Exhibit 1. Agreement among SBI, SBHC, SSB Holdings and TRV as to
joint filing of Schedule 13D.
Page 9 of 34 Pages
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ANNEXES
-------
A. Executive Officers and Directors of Travelers Group Inc.
B. Executive Officers and Directors of Salomon Brothers Inc
C. Description of Purchases and Sales of shares of Common Stock
and Convertible Notes by Subsidiaries of TRV from
August 28, 1997 through November 28, 1997.
Page 10 of 34 Pages
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SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 6, 1997
SALOMON BROTHERS INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS
HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON SMITH BARNEY
HOLDINGS INC.
By: /s/ Howard M. Darmstadter
Name: Howard M. Darmstadter
Title: Assistant Secretary
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
Page 11 of 34 Pages
<PAGE>
December 1997
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
Name, Title and Citizenship Principal Occupation and Business Address
- --------------------------- -----------------------------------------
C. Michael Armstrong Chairman & Chief Executive
Director (USA) Officer
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
8811 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Edward H. Budd Retired Chairman
Director (USA) Travelers Insurance Companies
One Tower Square
Hartford, Connecticut 06183
Joseph A. Califano, Jr. Chairman & Chief Executive Officer
Director (USA) The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
Douglas D. Danforth Executive Associates
Director (USA) One PPG Place
Suite 2210
Pittsburgh, Pennsylvania 15222
James Dimon President & Chief Operating Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Page 12 of 34 Pages
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Leslie B. Disharoon Former Chairman, President & Chief
Director (USA) Executive Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
The Honorable Gerald R. Ford Former President of the United States
Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan Consultant
Director (USA) Former Director of Social Services,
University of Chicago Medical Center
4610 Kenmore Drive, NW
Washington, DC 20007
Robert I. Lipp Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Michael T. Masin Vice Chairman & President - International
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Deryck C. Maughan Vice Chairman
Director (Great Britain) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Page 13 of 34 Pages
<PAGE>
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco Retired Chairman
Director (USA) Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Linda J. Wachner Chairman, President & Chief Executive
Director (USA) Officer
Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill Chairman & Chief Executive Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr. Chairman & Chief Executive Officer
Director (USA) AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
Arthur Zankel Co-Managing Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black Vice Chairman & Chief Operating Officer
Executive Officer (USA) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter Executive Vice President
Executive Officer (USA) Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Charles J. Clarke Chairman & Chief Executive Officer -
Executive Officer (USA) Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Page 14 of 34 Pages
<PAGE>
Donald R. Cooper Chairman
Executive Officer (USA) Resource Deployment Inc.
307 West 7th Street
Fort Worth, Texas 76102
Peter M. Dawkins Chairman & Chief Executive Officer
Executive Officer (USA) Travelers Group Diversified
Distribution Services, Inc.
388 Greenwich Street
New York, New York 10013
Irwin Ettinger Executive Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jay S. Fishman Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jeffrey B. Lane Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jon C. Madonna Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marjorie Magner President & Chief Operating Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Heidi G. Miller Senior Vice President &
Executive Officer (USA) Chief Financial Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 15 of 34 Pages
<PAGE>
Joseph J. Plumeri II Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Charles O. Prince, III Executive Vice President,
Executive Officer (USA) General Counsel & Secretary
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marc P. Weill Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Robert B. Willumstad Chairman & Chief Executive Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Page 16 of 34 Pages
<PAGE>
December 1997
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS INC
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -----------------------------------------
James Dimon President & Chief Operating Officer
Co-Chairman and Co-Chief Travelers Group Inc.
Executive Officer (USA) 388 Greenwich Street
New York, New York 10013
Deryck C. Maughan Vice Chairman
Co-Chairman and Co-Chief Travelers Group Inc.
Executive Officer (Great Britain) 388 Greenwich Street
New York, New York 10013
Steven D. Black Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
James Boshart III Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Thomas Maheras Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Eduardo G. Mestre Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Shigeru Myojin Vice Chairman
Vice Chairman (Japan) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Page 17 of 34 Pages
<PAGE>
Michael B. Panitch Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Jay P. Mandelbaum Senior Executive Vice President
Executive Vice President (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Charles W. Scharf Chief Financial Officer
Chief Financial Officer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert Druskin Chief Administrative Officer
Chief Administrative Officer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Thomas W. Jasper Treasurer
Treasurer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Mark I. Kleinman Deputy Treasurer
Deputy Treasurer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Thomas R. Schwartz Assistant Treasurer
Assistant Treasurer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Michael J. Day Controller
Controller (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert H. Mundheim General Counsel
General Counsel and Secretary Salomon Smith Barney Holdings Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Page 18 of 34 Pages
<PAGE>
ANNEX C
Set forth below are the purchases and sales of shares of the
Convertible Notes by subsidiaries of TRV from August 28, 1997 through
November 28, 1997.
Trade Date # of Shares # of Shares Price
Bought Sold
08/29/97 80,000 $88.50000
08/29/97 490,000 $88.50000
08/29/97 1,150,000 $88.50000
09/17/97 125,000 $91.50000
09/23/97 105,000 $94.25000
09/23/97 50,000 $94.25000
09/23/97 25,000 $94.25000
09/23/97 20,000 $94.25000
09/23/97 50,000 $94.25000
09/23/97 1,500,000 $94.00000
10/13/97 300,000 $98.50000
10/13/97 100,000 $98.50000
10/14/97 1,000,000 $100.00000
10/21/97 1,500,000 $100.00000
10/21/97 1,500,000 $100.50000
10/22/97 2,000,000 $100.50000
10/22/97 2,000,000 $100.00000
10/27/97 85,000 $99.50000
10/27/97 235,000 $99.50000
10/27/97 255,000 $99.50000
10/27/97 1,655,000 $99.50000
11/04/97 1,000,000 $99.50000
Set forth below are the purchases and sales of shares of Common
Stock by subsidiaries of TRV from August 28, 1997 through November 28, 1997.
Trade Date # of Shares # of Shares Price
Bought Sold
08/28/97 1,600 $11.00000
08/28/97 1,000 $11.00000
08/28/97 400 $11.00000
09/02/97 2,000 $10.87500
09/02/97 2,500 $11.00000
09/03/97 4,300 $10.87500
09/03/97 500 $11.00000
09/03/97 1,800 $11.00000
Page 19 of 34 Pages
<PAGE>
09/03/97 2,700 $10.87500
09/03/97 10,000 $11.00000
09/04/97 4,500 $10.87500
09/04/97 1,000 $11.00000
09/04/97 2,000 $11.00000
09/04/97 3,000 $10.87500
09/04/97 7,500 $11.00000
09/08/97 1,500 $10.87500
09/08/97 700 $11.00000
09/08/97 1,000 $10.87500
09/09/97 3,200 $10.87500
09/09/97 800 $10.87500
09/09/97 1,000 $11.12500
09/09/97 1,000 $11.12500
09/09/97 1,000 $11.12500
09/09/97 1,000 $11.12500
09/09/97 1,800 $10.87500
09/09/97 1,300 $11.06200
09/09/97 200 $11.06200
09/10/97 1,500 $10.87500
09/10/97 1,000 $11.12500
09/10/97 1,000 $10.87500
09/10/97 100 $11.00000
09/10/97 100 $11.25000
09/11/97 7,500 $10.87500
09/11/97 1,000 $11.00000
09/11/97 1,000 $11.00000
09/11/97 1,300 $11.00000
09/11/97 5,000 $10.87500
09/11/97 5,000 $10.87500
09/11/97 500 $11.12500
09/11/97 178 $11.00000
09/11/97 6,500 $11.00000
09/11/97 10,000 $11.00000
09/12/97 2,000 $11.31200
09/12/97 1,000 $11.50000
09/12/97 1,000 $11.62500
09/12/97 1,000 $11.25000
09/12/97 1,500 $11.87500
09/12/97 500 $11.87500
09/12/97 500 $11.87500
09/12/97 50 $11.87500
09/12/97 5,000 $11.50000
09/12/97 500 $11.87500
09/15/97 300 $11.62500
Page 20 of 34 Pages
<PAGE>
09/16/97 300 $11.68700
09/18/97 6,800 $12.00000
09/18/97 11,900 $12.00000
09/18/97 2,200 $12.00000
09/18/97 10,000 $12.12500
09/18/97 1,700 $12.00000
09/18/97 200 $12.00000
09/18/97 1,000 $12.25000
09/18/97 400 $12.37500
09/18/97 400 $12.37500
09/18/97 200 $12.37500
09/18/97 500 $12.00000
09/18/97 22,800 $12.00000
09/18/97 14,600 $12.00000
09/18/97 39,500 $12.00000
09/18/97 100,000 $12.25000
09/18/97 100,000 $12.12500
09/18/97 100,000 $12.25000
09/18/97 100,000 $12.12500
09/18/97 200,000 $12.18700
09/19/97 1,000 $12.62500
09/19/97 1,000 $12.62500
09/19/97 1,000 $12.37500
09/19/97 1,000 $12.25000
09/19/97 1,000 $12.25000
09/19/97 3,500 $12.37500
09/19/97 1,000 $12.25000
09/19/97 1,000 $12.37500
09/22/97 500 $12.50000
09/22/97 1,000 $12.50000
09/23/97 800 $12.50000
09/23/97 2,400 $12.50000
09/23/97 1,000 $12.43700
09/23/97 4,000 $12.43700
09/23/97 1,800 $12.50000
09/24/97 1,000 $12.50000
09/24/97 4,000 $12.50000
09/24/97 100 $12.62500
09/24/97 6,000 $12.50000
09/25/97 5,000 $12.62500
09/25/97 3,800 $12.75000
09/25/97 1,000 $12.75000
09/25/97 3,000 $12.62500
09/25/97 2,000 $12.62500
09/25/97 3,000 $12.62500
Page 21 of 34 Pages
<PAGE>
09/25/97 2,000 $12.62500
09/25/97 3,000 $12.75000
09/26/97 1,500 $12.56200
09/26/97 1,000 $12.62500
09/26/97 12,000 $12.62500
09/26/97 1,000 $12.62500
09/26/97 1,600 $12.62500
09/26/97 3,500 $12.50000
09/26/97 3,000 $12.75000
09/29/97 1,200 $12.56200
09/29/97 1,000 $12.62500
09/29/97 800 $12.56200
09/29/97 700 $12.56200
09/29/97 1,200 $12.56200
09/29/97 200 $12.62500
09/29/97 1,000 $12.50000
09/29/97 4,500 $12.50000
09/30/97 1,300 $12.50000
09/30/97 2,000 $12.50000
09/30/97 1,500 $12.62500
09/30/97 3,000 $12.62500
09/30/97 300 $12.56200
09/30/97 1,000 $12.56200
09/30/97 1,000 $12.56200
09/30/97 1,000 $12.56200
09/30/97 1,000 $12.56200
09/30/97 700 $12.56200
09/30/97 1,000 $12.56200
09/30/97 1,000 $12.56200
09/30/97 500 $12.56200
09/30/97 1,000 $12.56200
09/30/97 1,000 $12.56200
09/30/97 500 $12.56200
09/30/97 1,000 $12.56200
09/30/97 800 $12.56200
09/30/97 1,200 $12.56200
09/30/97 2,252 $12.56200
09/30/97 1,000 $12.62500
09/30/97 2,500 $12.62500
09/30/97 3,000 $12.62500
09/30/97 13,000 $12.50000
09/30/97 700 $12.50000
09/30/97 300 $12.50000
09/30/97 730 $12.50000
09/30/97 600 $12.50000
Page 22 of 34 Pages
<PAGE>
09/30/97 10,000 $12.50000
09/30/97 3,400 $12.50000
09/30/97 7,300 $12.50000
10/01/97 1,700 $12.50000
10/01/97 2,700 $12.50000
10/01/97 1,000 $12.62500
10/01/97 1,000 $12.62500
10/01/97 1,000 $12.62500
10/01/97 800 $12.62500
10/01/97 400 $12.50000
10/01/97 200 $12.50000
10/01/97 1,000 $12.62500
10/02/97 1,000 $12.62500
10/02/97 1,000 $13.25000
10/02/97 1,000 $13.00000
10/02/97 1,000 $14.00000
10/02/97 1,000 $13.25000
10/02/97 1,000 $13.37500
10/02/97 1,000 $13.37500
10/02/97 1,000 $14.00000
10/02/97 1,000 $13.62500
10/02/97 1,000 $13.62500
10/02/97 1,000 $13.87500
10/02/97 5,000 $14.00000
10/02/97 1,000 $13.12500
10/02/97 1,000 $13.12500
10/02/97 1,000 $13.12500
10/02/97 1,000 $13.12500
10/02/97 1,000 $13.12500
10/02/97 1,000 $13.25000
10/02/97 1,000 $12.75000
10/02/97 1,000 $12.75000
10/02/97 65,000 $13.75000
10/02/97 1,000 $13.00000
10/02/97 700 $14.00000
10/02/97 5,000 $13.25000
10/02/97 5,000 $13.37500
10/02/97 3,000 $13.75000
10/02/97 1,000 $13.75000
10/02/97 1,000 $13.62500
10/02/97 5,000 $12.75000
10/02/97 1,000 $13.50000
10/02/97 5,000 $13.37500
10/02/97 2,000 $12.50000
10/02/97 1,000 $13.25000
Page 23 of 34 Pages
<PAGE>
10/02/97 25,000 $13.12500
10/02/97 500 $13.62500
10/02/97 3,000 $13.25000
10/02/97 5,000 $13.37500
10/02/97 1,000 $13.00000
10/02/97 1,000 $14.00000
10/02/97 2,500 $13.87500
10/02/97 12,500 $13.62500
10/02/97 17,500 $13.50000
10/02/97 30,000 $13.55200
10/02/97 5,000 $12.62500
10/02/97 5,000 $12.87500
10/02/97 5,000 $13.12500
10/02/97 25,000 $13.00000
10/02/97 5,000 $13.25000
10/02/97 12,500 $13.50000
10/02/97 12,500 $13.37500
10/02/97 50,000 $13.62500
10/02/97 5,000 $12.62500
10/02/97 5,000 $12.87500
10/02/97 5,000 $13.12500
10/02/97 25,000 $13.00000
10/02/97 5,000 $13.25000
10/02/97 12,500 $13.50000
10/02/97 12,500 $13.37500
10/02/97 50,000 $13.62500
10/02/97 3,600 $13.34600
10/02/97 5,900 $13.34600
10/02/97 18,600 $13.34600
10/02/97 5,000 $13.34600
10/02/97 900 $13.34600
10/02/97 57,500 $13.34600
10/02/97 19,600 $13.34600
10/02/97 8,900 $13.34600
10/03/97 1,000 $14.50000
10/03/97 5,000 $14.87500
10/03/97 3,000 $14.87500
10/03/97 3,000 $14.62500
10/03/97 1,000 $14.50000
10/03/97 1,000 $14.62500
10/03/97 1,000 $14.50000
10/03/97 2,500 $14.50000
10/03/97 7,500 $14.37500
10/03/97 1,000 $15.75000
10/03/97 1,000 $15.62500
Page 24 of 34 Pages
<PAGE>
10/03/97 1,000 $14.50000
10/03/97 1,000 $15.62500
10/03/97 500 $14.62500
10/03/97 1,500 $14.50000
10/03/97 500 $14.62500
10/03/97 2,500 $14.37500
10/03/97 1,200 $15.87500
10/03/97 1,000 $14.37500
10/03/97 1,000 $16.06200
10/03/97 1,000 $16.06200
10/03/97 4,000 $16.06200
10/03/97 1,000 $14.62500
10/03/97 1,000 $14.37500
10/03/97 1,000 $14.37500
10/03/97 100 $14.50000
10/03/97 1,000 $14.37500
10/03/97 2,000 $15.62500
10/03/97 1,000 $14.87500
10/03/97 1,000 $15.25000
10/03/97 1,000 $15.62500
10/03/97 1,000 $15.62500
10/03/97 1,000 $15.25000
10/03/97 1,000 $14.37500
10/03/97 10,000 $15.37500
10/03/97 500 $14.75000
10/03/97 1,000 $15.62500
10/03/97 1,000 $14.50000
10/03/97 1,000 $14.75000
10/03/97 1,000 $15.62500
10/03/97 1,000 $15.62500
10/03/97 1,000 $14.50000
10/03/97 1,000 $15.37500
10/03/97 1,000 $16.25000
10/03/97 25,000 $14.62500
10/03/97 15,000 $14.50000
10/03/97 25,000 $14.62500
10/03/97 15,000 $14.50000
10/03/97 40,000 $14.57800
10/03/97 10,000 $15.75000
10/03/97 10,000 $14.87500
10/03/97 25,000 $14.50000
10/03/97 10,000 $14.37500
10/03/97 10,000 $15.75000
10/03/97 10,000 $14.87500
10/03/97 25,000 $14.50000
Page 25 of 34 Pages
<PAGE>
10/03/97 10,000 $14.37500
10/03/97 5,000 $14.77200
10/03/97 8,000 $14.77200
10/03/97 31,900 $14.77200
10/03/97 1,200 $14.77200
10/03/97 8,900 $14.77200
10/06/97 3,500 $14.87500
10/06/97 1,000 $14.87500
10/06/97 6,000 $15.12500
10/06/97 5,000 $15.12500
10/06/97 3,000 $15.00000
10/06/97 7,500 $15.25000
10/06/97 1,000 $14.87500
10/06/97 1,000 $15.00000
10/06/97 1,200 $14.75000
10/06/97 1,000 $14.75000
10/06/97 1,000 $14.87500
10/06/97 500 $14.81200
10/06/97 300 $14.87500
10/06/97 1,000 $14.75000
10/06/97 500 $14.87500
10/06/97 25,000 $14.62500
10/06/97 10,000 $15.00000
10/06/97 25,000 $14.62500
10/06/97 10,000 $15.00000
10/06/97 35,000 $14.73200
10/06/97 25,000 $14.50000
10/06/97 10,000 $14.62500
10/06/97 10,000 $14.75000
10/06/97 10,000 $14.87500
10/06/97 10,000 $15.00000
10/06/97 16,100 $15.12500
10/06/97 25,000 $14.50000
10/06/97 10,000 $14.62500
10/06/97 10,000 $14.75000
10/06/97 10,000 $14.87500
10/06/97 10,000 $15.00000
10/06/97 16,100 $15.12500
10/06/97 1,100 $14.77800
10/06/97 1,700 $14.77800
10/06/97 6,800 $14.77800
10/06/97 2,500 $14.77800
10/06/97 300 $14.77800
10/06/97 1,100 $14.77800
10/06/97 26,100 $14.77800
Page 26 of 34 Pages
<PAGE>
10/06/97 10,000 $14.77800
10/06/97 31,500 $14.77800
10/07/97 3,000 $15.25000
10/07/97 2,500 $15.25000
10/07/97 5,000 $15.25000
10/07/97 1,000 $15.25000
10/07/97 500 $15.12500
10/07/97 1,000 $15.00000
10/07/97 700 $15.12500
10/07/97 2,055 $15.00000
10/07/97 1,000 $15.25000
10/07/97 1,000 $15.25000
10/07/97 1,000 $15.25000
10/07/97 1,000 $15.12500
10/07/97 1,000 $15.12500
10/07/97 1,000 $15.12500
10/07/97 1,000 $15.12500
10/07/97 1,000 $15.12500
10/07/97 1,000 $15.12500
10/07/97 2,000 $15.00000
10/07/97 2,900 $15.12500
10/07/97 1,100 $15.12500
10/07/97 1,100 $15.25000
10/07/97 100 $15.12500
10/07/97 15,000 $15.12500
10/07/97 1,800 $15.25000
10/07/97 300 $15.25000
10/07/97 300 $15.25000
10/07/97 500 $15.12500
10/07/97 11,300 $15.12500
10/07/97 4,300 $15.12500
10/07/97 13,600 $15.12500
10/08/97 1,000 $15.00000
10/08/97 1,000 $14.87500
10/08/97 1,000 $14.62500
10/08/97 700 $14.87500
10/08/97 1,500 $14.75000
10/08/97 1,300 $15.00000
10/08/97 5,000 $15.12500
10/08/97 800 $14.87500
10/08/97 800 $14.87500
10/08/97 1,400 $14.87500
10/08/97 10,000 $15.00000
10/08/97 10,000 $14.62500
10/08/97 10,000 $15.00000
Page 27 of 34 Pages
<PAGE>
10/08/97 10,000 $14.62500
10/08/97 1,700 $14.81200
10/08/97 200 $14.81200
10/08/97 11,300 $14.81200
10/08/97 200 $14.81200
10/08/97 500 $14.81200
10/08/97 100 $14.81200
10/08/97 2,300 $14.81200
10/08/97 900 $14.81200
10/08/97 2,800 $14.81200
10/09/97 300 $14.81200
10/09/97 3,000 $14.81200
10/09/97 3,500 $14.81200
10/09/97 2,500 $14.81200
10/09/97 3,000 $14.81200
10/09/97 2,000 $14.81200
10/09/97 2,000 $14.81200
10/09/97 2,000 $14.87500
10/09/97 3,000 $14.75000
10/09/97 3,000 $14.75000
10/09/97 2,500 $14.75000
10/09/97 7,500 $14.75000
10/09/97 2,000 $14.75000
10/09/97 5,000 $14.75000
10/09/97 600 $14.62500
10/09/97 2,989 $14.62500
10/09/97 1,000 $14.87500
10/09/97 1,000 $14.87500
10/09/97 1,000 $14.87500
10/09/97 200 $14.75000
10/09/97 15,000 $14.62500
10/09/97 800 $14.62500
10/09/97 2,000 $14.81200
10/09/97 400 $14.62500
10/09/97 9,000 $14.62500
10/09/97 3,400 $14.62500
10/09/97 10,800 $14.62500
10/10/97 1,000 $15.12500
10/10/97 2,000 $15.50000
10/10/97 2,500 $14.75000
10/10/97 7,500 $14.75000
10/10/97 1,000 $15.25000
10/10/97 2,100 $14.75000
10/10/97 500 $15.25000
10/10/97 15,000 $14.75000
Page 28 of 34 Pages
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10/10/97 3,100 $14.75000
10/10/97 1,000 $15.12500
10/10/97 100,000 $14.81200
10/10/97 1,000 $15.12500
10/10/97 1,300 $14.75000
10/10/97 32,200 $14.75000
10/10/97 12,300 $14.75000
10/10/97 39,000 $14.75000
10/10/97 1,000 $15.25000
10/13/97 200 $16.75000
10/13/97 500 $16.87500
10/13/97 5,000 $16.75000
10/13/97 500 $16.87500
10/13/97 300 $16.87500
10/13/97 2,000 $16.75000
10/13/97 1,100 $16.81200
10/13/97 2,000 $17.12500
10/13/97 700 $16.87500
10/13/97 1,300 $17.12500
10/13/97 1,000 $17.12500
10/13/97 500 $16.93700
10/13/97 500 $16.93700
10/13/97 5,000 $17.06200
10/13/97 3,700 $17.00000
10/13/97 900 $16.87500
10/13/97 1,000 $16.75000
10/13/97 25,000 $17.00000
10/13/97 1,000 $16.75000
10/13/97 1,000 $17.00000
10/13/97 500 $17.00000
10/13/97 500 $17.00000
10/13/97 500 $17.12500
10/13/97 1,500 $17.12500
10/13/97 300 $17.06200
10/13/97 1,000 $17.06200
10/13/97 2,500 $17.06200
10/13/97 100 $17.06200
10/13/97 500 $16.87500
10/13/97 500 $16.87500
10/13/97 500 $16.87500
10/13/97 200 $16.87500
10/13/97 500 $16.87500
10/13/97 1,000 $17.06200
10/13/97 1,000 $16.87500
10/14/97 1,000 $16.00000
Page 29 of 34 Pages
<PAGE>
10/14/97 5,000 $16.00000
10/14/97 5,000 $16.00000
10/14/97 5,000 $16.00000
10/14/97 2,000 $16.25000
10/14/97 1,500 $16.00000
10/14/97 1,500 $16.00000
10/14/97 1,500 $16.00000
10/14/97 10,000 $16.00000
10/14/97 7,000 $16.00000
10/14/97 2,000 $16.00000
10/14/97 10,000 $16.00000
10/14/97 2,000 $16.00000
10/14/97 10,000 $16.00000
10/14/97 5,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 2,000 $16.37500
10/14/97 15,000 $16.06200
10/14/97 2,000 $16.00000
10/14/97 500 $16.31200
10/14/97 1,000 $16.12500
10/14/97 1,000 $16.12500
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 100 $16.00000
10/14/97 900 $16.00000
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 9,000 $16.00000
10/14/97 1,000 $16.50000
10/14/97 400 $16.50000
10/14/97 600 $16.50000
10/14/97 1,000 $16.12500
10/14/97 1,000 $16.12500
10/14/97 200 $16.50000
10/14/97 800 $16.50000
10/14/97 5,000 $16.62500
10/14/97 2,000 $16.37500
10/14/97 1,500 $16.50000
10/14/97 1,000 $16.25000
10/14/97 1,000 $16.25000
10/14/97 1,000 $16.25000
10/14/97 1,000 $16.25000
10/14/97 1,000 $16.25000
Page 30 of 34 Pages
<PAGE>
10/14/97 5,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 1,000 $16.00000
10/14/97 400 $16.37500
10/14/97 500 $16.50000
10/14/97 400 $16.50000
10/14/97 400 $16.50000
10/14/97 200 $16.50000
10/14/97 50 $16.50000
10/14/97 5,000 $16.00000
10/14/97 2,000 $16.00000
10/14/97 7,500 $16.75000
10/14/97 7,500 $16.62500
10/14/97 5,000 $16.50000
10/14/97 13,800 $16.25000
10/14/97 7,500 $16.75000
10/14/97 7,500 $16.62500
10/14/97 5,000 $16.50000
10/14/97 13,800 $16.25000
10/14/97 33,800 $16.48100
10/15/97 2,000 $16.12500
10/15/97 10,000 $16.12500
10/15/97 20,000 $16.12500
10/15/97 2,000 $16.12500
10/15/97 25,000 $16.12500
10/15/97 1,000 $16.12500
10/15/97 4,000 $16.12500
10/15/97 20,000 $16.12500
10/15/97 4,900 $16.12500
10/15/97 1,000 $16.12500
10/15/97 4,000 $16.12500
10/15/97 1,000 $16.12500
10/15/97 1,000 $16.12500
10/15/97 1,500 $16.12500
10/15/97 500 $16.12500
10/15/97 2,000 $16.25000
10/15/97 1,000 $16.25000
10/16/97 600 $16.37500
10/16/97 300 $16.37500
10/16/97 200 $16.37500
10/16/97 1,000 $16.37500
10/16/97 600 $16.37500
10/17/97 1,200 $16.37500
10/17/97 20,000 $16.25000
Page 31 of 34 Pages
<PAGE>
10/17/97 1,000 $16.31250
10/17/97 5,000 $16.31250
10/20/97 5,000 $16.31250
10/20/97 500 $16.62500
10/20/97 3,000 $16.31250
10/21/97 7,911 $16.25000
10/21/97 4,000 $16.25000
10/21/97 10,000 $16.25000
10/22/97 5,000 $16.28125
10/23/97 37 $16.37500
10/23/97 1,000 $16.12500
10/23/97 1,000 $16.31250
10/23/97 3,000 $16.25000
10/23/97 3,000 $16.25000
10/23/97 1,000 $16.25000
10/23/97 2,000 $16.25000
10/23/97 3,000 $16.25000
10/23/97 2,500 $16.25000
10/23/97 5,000 $16.25000
10/23/97 2,500 $16.25000
10/23/97 7,500 $16.25000
10/23/97 600 $16.18750
10/23/97 1,000 $16.12500
10/23/97 1,500 $16.12500
10/23/97 5,000 $16.12500
10/23/97 3,500 $16.12500
10/23/97 1,500 $16.12500
10/23/97 2,000 $16.12500
10/23/97 5,000 $16.12500
10/23/97 5,000 $16.12500
10/24/97 10,000 $15.93750
10/24/97 2,111 $16.00000
10/24/97 7,789 $16.00000
10/24/97 5,000 $15.93750
10/27/97 5,000 $15.75000
10/27/97 5,000 $15.87500
10/27/97 1,300 $15.87500
10/27/97 5,000 $15.87500
10/27/97 3,700 $15.87500
10/27/97 1,000 $15.50000
10/27/97 5,000 $15.62500
10/27/97 8,000 $15.75000
10/28/97 1,000 $15.00000
10/28/97 2,500 $14.25000
10/28/97 2,000 $15.12500
Page 32 of 34 Pages
<PAGE>
10/28/97 5,000 $15.00000
10/28/97 5,000 $15.00000
10/28/97 1,000 $15.25000
10/28/97 10,000 $15.06250
10/28/97 9,000 $15.00000
10/28/97 300 $14.37500
10/28/97 2,500 $14.25000
10/28/97 2,500 $14.25000
10/28/97 1,000 $14.37500
10/28/97 5,000 $15.00000
10/28/97 1,000 $14.75000
10/28/97 5,000 $15.06250
10/28/97 5,000 $15.00000
10/28/97 800 $15.12500
10/28/97 5,000 $15.00000
10/28/97 5,000 $15.06250
10/29/97 500 $15.12500
10/29/97 5,000 $15.00000
10/29/97 5,000 $15.00000
10/29/97 5,000 $15.00000
10/31/97 100 $15.00000
10/31/97 1,000 $14.87500
10/31/97 1,000 $15.00000
10/31/97 800 $14.87500
10/31/97 400 $15.00000
11/03/97 200 $15.25000
11/03/97 200 $15.25000
11/03/97 300 $15.25000
11/03/97 200 $15.25000
11/03/97 1,000 $15.00000
11/04/97 300 $15.50000
11/04/97 300 $15.25000
11/04/97 300 $15.25000
11/05/97 700 $15.37500
11/07/97 1,000 $15.50000
11/12/97 100 $16.06250
11/13/97 100 $16.06250
11/18/97 6 $15.25000
Page 33 of 34 Pages
<PAGE>
Exhibit 1
Agreement as to Joint Filing of Schedule 13D
Each of the undersigned hereby affirms that it is individually eligible to
use Schedule 13D, and agrees that this Schedule 13D is filed on its behalf.
Date: December 6, 1997
SALOMON BROTHERS INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS
HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON SMITH BARNEY
HOLDINGS INC.
By: /s/ Howard M. Darmstadter
Name: Howard M. Darmstadter
Title: Assistant Secretary
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
