SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Freeport-McMoRan Copper & Gold, Inc.
(Name of Issuer)
Gold-Denominated Preferred Stock, Series II, Par Value $0.10 per share
(Title of Class of Securities)
35671D881
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 1998
(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 [ ].
*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).
**The total number of shares reported herein is 1,097,700 depositary shares,
each representing 0.05 shares of Gold-Denominated Preferred Stock, Series II
(the "Depositary Shares"), which constitutes approximately 25.5% of the total
number of Depositary Shares outstanding. All ownership percentages set forth
herein assume that there are 4,305,580 Depositary Shares outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 76,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 76,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
76,000
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: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 191,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 191,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
191,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.4%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Perry R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 81,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 81,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
81,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 81,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 81,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
81,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
CFW-C, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 668,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 668,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
668,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 15.5%
14. Type of Reporting Person: PN
- ------------------------
(1) Power is exercised by its managing general partner, Thomas M. Taylor & Co.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated October 25, 1996
(the "Schedule 13D"), relating to the depositary shares representing 0.05 shares
each of Gold-Denominated Preferred Stock, Series II, par value $0.10 per share
(the "Stock"), of Freeport-McMoRan Copper & Gold, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of The
Bass Management Trust ("BMT"), Perry R. Bass, Inc. ("PRB, Inc."), Sid R. Bass
Management Trust ("SRBMT"), Lee M. Bass ("LMB") and CFW-C, L.P., ("CFW-C").
BMT, PRB, Inc., SRBMT, LMB and CFW-C are sometimes hereinafter collectively
referred to as the "Reporting Persons." Additionally, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Sid R. Bass ("SRB"),
Thomas M. Taylor & Co., ("TMT") and Thomas M. Taylor ("Taylor"). The Reporting
Persons and the Controlling Persons are sometimes hereinafter collectively
referred to as the "Item 2 Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
Edward P. Bass shall not be a Reporting Person on this or future filings
on Schedule 13D.
(b)-(c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT,
is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of PRB, Inc.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and
she is not presently employed. NLB is the other Trustor of BMT.
PRB, Inc.
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of PRB, Inc. are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
PRB See answers above. See answers above.
NLB See answers above. See answers above.
SRB See answers below. See answers below.
William H. Medary 201 Main Street, Executive Vice President
Suite 2700 of PRB, Inc., President and
Fort Worth, Texas 76102 Chief Operating Officer of each
of SRB, Inc. and LMB, Inc. (each
defined below)
Peter Sterling 201 Main Street, Vice President of Finance of
Suite 3200 PRB, Inc., SRB, Inc. and
Fort Worth, Texas 76102 LMB, Inc.
W. R. Cotham 201 Main Street, Vice President/Controller
Suite 2600 of Bass Enterprises Production
Fort Worth, Texas 76102 Co. ("BEPCO")
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to one of its Trustees, PRB, is set forth above. Information with respect to its
two other Trustees, LMB and SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as Chairman of the Board and Chief Executive Officer of Sid R. Bass,
Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as Chairman of the Board and Chief Executive Officer of Lee M. Bass,
Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
CFW-C
CFW-C is a Texas limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of CFW-C, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to TMT, the
managing general partner of CFW-C, is set forth below.
TMT
TMT is a Texas corporation, the principal business of which is providing
investment consulting services to third parties. The principal business address
of TMT, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of TMT
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of TMT
Suite 3200
Fort Worth, Texas 76102
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 BEPCO
William P. Hallman, 201 Main Street Member of the law firm
Jr. Suite 2500 of Kelly, Hart &
Fort Worth, Texas 76102 Hallman
A.A. Butler 201 Main Street Vice President of TMT
Suite 3200
Fort Worth, Texas 76102
Gary Reese 201 Main Street Treasurer of BEPCO
Suite 2600
Fort Worth, Texas 76102
Taylor
See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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 a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase Depositary Shares are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds (1) $ 2,311,792.92
PRB, Inc. Working Capital (2) $ 8,685,632.88
SRBMT Trust Funds (1) $ 2,404,593.40
LMB Personal Funds (3) $ 2,404,611.99
CFW-C Working Capital(2) $ 8,385,498.00
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Depositary Shares.
(2) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Depositary
Shares.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Depositary Shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
BMT
The aggregate number of Depositary Shares that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 76,000, which constitutes approximately
1.8% of the outstanding Depositary Shares.
PRB, Inc.
The aggregate number of Depositary Shares that PRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 191,000, which constitutes
approximately 4.4% of the outstanding Depositary Shares.
SRBMT
The aggregate number of Depositary Shares that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 81,000, which constitutes approximately
1.9% of the outstanding Depositary Shares.
LMB
The aggregate number of Depositary Shares that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 81,000, which constitutes approximately
1.9% of the outstanding Depositary Shares.
CFW-C
The aggregate number of Depositary Shares that CFW-C owns beneficially,
pursuant to Rule 13d-3 of the Act, is 668,700, which constitutes approximately
15.5% of the outstanding Depositary Shares.
Controlling Persons
PRB
Because of his positions as sole trustee and as a trustor of BMT and
because of his position as the President of PRB, Inc., PRB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 267,000 Depositary
Shares, which constitutes approximately 6.2% of the outstanding Depositary
Shares.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 76,000 Depositary
Shares, which constitutes approximately 1.8% of the outstanding Depositary
Shares.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and
by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 81,000 Depositary Shares, which
constitutes approximately 1.9% of the outstanding Depositary Shares.
TMT
In its capacity as managing general partner of CFW-C, TMT may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 668,700
Depositary Shares, which constitutes approximately 15.5% of the outstanding
Depositary Shares.
Taylor
In his capacity as President of TMT, managing general partner of CFW-C,
Taylor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 668,700 Depositary Shares, which constitutes approximately 15.5% of the
outstanding Depositary Shares.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any Depositary Shares.
(b)
Controlling Persons
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 76,000 Depositary
Shares.
PRB, Inc.
Acting through its President, PRB, Inc. has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 191,000
Depositary Shares.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 81,000 Depositary Shares.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 81,000 Depositary Shares.
CFW-C
Acting through its managing general partner, CFW-C has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
668,700 Depositary Shares.
Reporting Persons
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 76,000 Depositary
Shares. In his capacity as President of PRB, Inc., PRB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
191,000 Depositary Shares.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any Depositary Shares.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 81,00 Depositary
Shares.
TMT
In its capacity as managing general partner of CFW-C, TMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 668,700 Depositary Shares.
Taylor
In his capacity as President of TMT, managing general partner of CFW-C,
Taylor has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 668,700 Depositary Shares.
(c) During the past 60 days, the Reporting Persons have purchased
Depositary Shares in transactions on the New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
SRBMT 07-28-98 5,000 $18.56
LMB 07-28-98 5,000 18.56
CFW-C 08-21-98 668,700 12.54
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in Depositary Shares during the past
60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Depositary
Shares owned by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed.
Exhibit 99.2 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.<PAGE>
<PAGE>
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: August 24, 1998
PERRY R. BASS, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President and Secretary
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS MANAGEMENT TRUST (2)
LEE M. BASS (3)
CFW-C, L.P.
By: Thomas M. Taylor & Co., managing
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
99.2 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith.
Exhibit 99.2
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that
each person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr., and William P. Hallman, Jr., and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Schedule 13D, and
any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934,
filed on behalf of each of them with respect to their beneficial ownership of
Freeport-McMoRan Copper & Gold, Inc. and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: August 24, 1998
CFW-C, L.P.
By: Thomas M. Taylor & Co., managing
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
