SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KOLL REAL ESTATE GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
50043410 5
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue
New York, New York 10022, Telephone: (212) 371-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
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).
CUSIP NO. 50043410 5
<PAGE>
CUSIP No. 50043410 5 13D
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edelman Value Partners, L.P.
_______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS
WC
______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
926,700 (comprised solely of convertible Preferred shares)
SHARES _________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY_______________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
926,700 (comprised solely of convertible Preferred shares)
REPORTING _____________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
926,700 (comprised solely of convertible Preferred shares)
_______________________________________________________________________________
(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
PN
<PAGE>
CUSIP No. 50043410 5 13D
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edelman Value Fund, Ltd.
_______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
_______________________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES _______________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,811,000 (comprised solely of convertible Preferred shares)
OWNED BY _____________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING _____________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,811,000 (comprised solely of convertible Preferred shares)
_______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,811,000 (comprised solely of convertible Preferred shares)
_______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
_______________________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 50043410 5 13D
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
A.B. Edelman Management Company, Inc.
_______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
_______________________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES _______________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
926,700 (comprised solely of convertible Preferred shares owned
by Edelman Value Partners)
OWNED BY _____________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _____________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
926,700 (comprised solely of convertible Preferred shares owned
by Edelman Value Partners)
_______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
926,700 (comprised solely of convertible Preferred shares owned
by Edelman Value Partners)
_______________________________________________________________________________
(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
CO
<PAGE>
CUSIP No. 50043410 5 13D
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Asher B. Edelman
_______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
_______________________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
_______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES _______________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
2,737,700 (comprised solely of convertible Preferred shares
owned by Edelman Value Partners and Edelman Value Fund)
OWNED BY _____________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING _____________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,737,700 (comprised solely of convertible Preferred shares
owned by Edelman Value Partners and Edelman Value Fund)
_______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,737,700 (comprised solely of convertible Preferred shares
owned by Edelman Value Partners and Edelman Value Fund)
_______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
_______________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 50043410 5 13D
Item 1. Security and Issuer.
- ---------------------------------
This statement on Schedule 13D relates to the Class A Common Stock, par value
$.05 per share (the "Common Stock") of Koll Real Estate Group, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the company is 4343 Von Karman Avenue, Newport Beach, California 92660. The
Reporting Persons (filing as a group), while owning none of the Common Stock,
are owners of shares of the Company's Series A Convertible Redeemable Preferred
Stock (the "Preferred Stock"). The Preferred Stock is generally non-voting
stock which is presently convertible on a share-for-share basis into shares of
the Common Stock at the election of the holder.
Item 2. Identity and Background.
- ----------------------------------------
(a) This statement is filed as a joint statement pursuant to Rule 13d-1(f)(1)
by (i) Edelman Value Partners, L.P., a Delaware limited partnership ("Edelman
Value Partners") with respect to the shares owned by it (ii) Edelman Value Fund,
Ltd., a British Virgin Islands corporation, ("Edelman Value Fund") with respect
to the shares owned by it, (iii) A..B. Edelman Management Company, Inc., a New
York corporation ("Edelman Management") as the sole general partner for Edelman
Value Partners, with respect to the shares owned by the Edelman Value Fund
Partners and (iv) Asher B. Edelman because of his position as Investment Manager
for Edelman Value Fund and because of his position as President and Sole
Director of Edelman Management (collectively, the "Reporting Persons").
The sole general partner of Edelman Value Partners is Edelman Management.
Edelman Value Fund's sole officer and director is Bayard Corporate Services
[BVI] Ltd. And the business address of its sole officer and director is
Residence Center, 1A Rue Du St. Espirit L-1475 Luxembourg, Luxembourg. The
names of the director and executive officers of Edelman Management are set
forth in Schedule A hereto.
(b) The address of the principal business and principal office of each of
Edelman Management, and Edelman Value Partners is 717 Fifth Avenue, New York,
New York 10022. The principal business address of Edelman Value Fund is the
Creque Building, P.O. Box 116, Road Town, Tortola, B.V.I. The business address
of Asher B. Edelman is 85 Av. General Guisan, Ch-1009 Pully, Switzerland.
(c) The principal business of Edelman Value Partners is that of an investment
partnership. The principal business of Edelman Value Fund is that of an
investment fund. The principal business of Edelman Management is that of an
investment manager. The principal occupations of Mr. Edelman and the remaining
executive officers of Edelman Management are set forth in Schedule A hereto.
(d) None of the persons referred to in paragraph (a) above has during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above 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 thereto.
(f) Asher B. Edelman is a citizen of the United States. All other natural
persons referred to above or in the Schedules attached hereto are citizens of
the United States except as noted in such Schedules.
<PAGE>
CUSIP No. 50043410 5 13D
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this statement, the Reporting Persons' net investment cost
(including commissions, if any) is $228,078.75 for the 926,700 Preferred shares
owned by Edelman Value Partners and $450,021.25 for the 1,811,000 Preferred
shares owned by Edelman Value Fund. Each entity made purchases of the
Preferred Stock with its working capital. Each entity possesses a portfolio
containing shares other than those of the Company which portfolio shares may,
from time to time, be held in margin accounts at major domestic brokerage
firms, which may have debit balances, and which may, from time to time, be
subject to security interests in favor of major domestic or international
lending insitutions to secure working capital advances. Since the portfolio
securities are comprised of shares other than those of the Company, it is
highly impractical to determine the amount, if any, borrowed with respect to
the Company shares held in such general accounts or comprising a portion of
such collateral.
Item 4. Purposes of the Transaction.
The Reporting Persons have acquired the Preferred Stock shares indicated with
the view toward and expectation of realizing a profit upon the investment
because, in their opinion, such shares are undervalued by the market.
They intend to closely monitor the developments of the Company, especially
those developments pertaining to the ongoing discussions between the Company's
management and the Company's bondholders relating to a proposed financial
restructuring of the Company.
The Reporting Persons have initiated contacts, held telephonic discussions and
exchanged correspondence with various members of Company's management, the
Company's financial advisors, the bondholders' advisors and a major shareholder
of the Company concerning the proposed financial restructuring of the Company
and the possible adverse effects of such restructuring upon the interests of
the holders of Preferred Stock given their existing rights relative to the
rights of holders of the Common Stock.
To the best knowledge of the Reporting Persons, given the unavailability of
direct information from the Company (the Reporting Persons having declined to
enter into a confidentiality agreement with the Company), and given the public
announcements regarding the proposed financial restructuring by Rothschild,
Inc., financial advisor to the bondholder committee (Press Release Date
9/13/96), the Reporting Persons believe that the Company is entertaining an
offer from the bondholders to exchange the $194.1 Million principal indebtedness
under the outstanding debentures (as of 9/30/96) for approximately 90% of the
Common Stock outstanding after the exchange, and for majority representation on
the Company's Board of Directors. Under the proposal, the remaining 10% of the
Common Stock would be slated for distribution to the holders of Common and
Preferred Stock in some fashion yet to be negotiated.
Taking into account the rights and privileges of the holders of Preferred Stock
vis-a-vis the holders of Common Stock, and taking into account the large Common
Stock holding of members of the Company's management, it is the opinion of the
Reporting Persons that it is unlikely that the Company's management can
adequately represent their interests or the interests of other holders of
Preferred Stock. Such representation might result in disproportionately
adverse treatment to the holders of Preferred Stock in the event a restructuring
agreement is reached without the active participation of the holders of
Preferred Stock. In the opinion of the Reporting Persons, the resulting equity
in the Company remaining after the exchange with lthe bondholders should be
distributed in such a manner so as to disproportionately favor the holders of
the Preferred Stock over the holders of the Common Stock, given the existing
rights of each group relative to one another. In light of their view, the
Reporting Persons have requested and obtained a list of Preferred Stock
shareholders from the Company and may utilize the information contained in the
list to contact other Preferred Stock shareholders with the goal of securing
support for their views regarding the proposed financial restructuring
transaction and possibly other matters affecting the Company.
<PAGE>
CUSIP No. 50043410 5 13D
The Reporting Persons will continue to closely monitor the affairs of the
Company. The Reporting Persons may communicate with members of management,
their advisors, other shareholders, their advisors and other interested parties
with a view toward preserving existing rights and privileges granted to holders
of Preferred Stock and toward maximizing the realizable value of their
investment. Depending upon future developments, the plans of the Reporting
Persons may change.
Notwithstanding anything to the contrary in the preceding paragraphs of this
section, the Reporting Persons may, from time to time hereafter, either acquire
or dispose of shares of the Company in the open market, in privately
negotiated transactions, or otherwise, subject to applicable securities laws,
as, if and when such acquisitions or sales are determined by the Reporting
Persons, or any of them, to be in their best interests.
Item 5. Interest in Securities of the Issuer.
- --------------------------------------------------
(a) The aggregate percentage of the outstanding shares of Common Stock reported
owned by each person referred to herein is based upon 48,932,555 shares of
Common Stock outstanding as of November 1, 1996, based upon information
received from the Company and as reported on the Company's 10Q for the quarter
ending September 30, 1996.
As of the close of business on November 21, 1996:
(i) Edelman Management owns no shares of Common Stock or Preferred Stock. As
sole general partner of Edelman Value Partners, Edelman Management may be
deemed, by the provisions of Rule 13d-3, to be the beneficial owner of the
926,700 shares of Preferred Stock (convertible to 926,700 Common shares)
owned by Edelman Value Partners. Such shares constitute approximately 1.9% of
the Common shares outstanding (based upon 49,859,255 Common shares which would
be outstanding following conversion of the Preferred shares).
(ii) Edelman Value Partners owns no shares of Common Stock and 926,700 shares
of Preferred Stock, presently convertible into 926,700 Common shares, which
constitute approximately 1.9% of the Common shares outstanding (based upon
49,859,255 Common shares which would be outstanding following conversion
of the Preferred shares).
(iii) Edelman Value Fund owns no shares of Common Stock and 1,811,000 shares of
Preferred Stock, presently convertible into 1,811,000 Common shares, which
constitute approximately 3.6% of the common shares outstanding (based upon
50,743,555 Common shares which would be outstanding following conversion of
the Preferred shares).
(iv) Asher B. Edelman owns no shares of Common Stock or Preferred Stock. As
the President and sole Director of Edelman Management, which is the sole
General Partner of Edelman Value Partners, and as the Investment Manager
of Edelman Value Fund, Asher B. Edelman may be deemed, by the provisions of
Rule 13d-3, to be the beneficial owner of the 926,700 shares of Preferred
Stock owned by Edelman Value Partners and the 1,811,000 shares of Preferred
Stock owned by Edelman Value Fund (convertible in the aggregate to 2,737,700
Common shares). Such shares constitue 5.3% of the Common shares outstanding
(based upon 51,670,255 Common shares outstanding following conversion of
the Preferred shares).
(b) Edelman Value Partners has the sole power to vote and dispose of the
shares owned by it, which power is exercisable by Mr. Edelman, as President
and sole Director of Edelman Management, which is the sole General Partner of
Edelman Value Partners. Edelman Value Fund has the sole power to vote
and dispose of the shares owned by it, which power is exercisable by
Mr. Edelman, as Investment Manager.
<PAGE>
CUSIP No. 50043410 5 13D
(c) All transactions in the Common Stock (including Preferred Stock presently
convertible into Common Stock) within the 60 days preceding this statement
by the Reporting Persons and, to the best knowledge of the Reporting
Persons, by other persons referred to in Item 5(a) are reported
on Schedule B hereto. Except as otherwise noted, all such transactions were
open market transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
- -----------------------------------------------------------------------------
Other than the relationships disclosed in other sections of this statement,
there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between
such persons and any other person with respect to any securities of the
Company.
Item 7. Material to be Filed as Exhibits.
The Reporting Persons are parties to an Agreement Regarding Joint Filing Under
Section 13(d) of The Exchange Act dated November 15, 1996.
<PAGE>
CUSIP No. 50043410 5 13D
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 22, 1996
/S/__________________________________________________
ASHER B. EDELMAN
Asher B. Edelman, individually and as
attorney-in-fact for each of Edelman Value Partners,
Edelman Value Fund, Ltd., and A. B. Edelman
Management Company, Inc. under powers of attorney
<PAGE>
CUSIP No. 50043410 5 13D
SCHEDULE A
Director and Executive Officers of
A. B. Edelman Management Company Inc.
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Edelman Securities Company
Switzerland General Partner, Plaza Securities Company
(investment partnership); Chairman of the
Board and Chief Executive Officer,
Datapoint Corporation (telecommunication
company); Investment Manager, Edelman
Value Fund, Ltd., (investment entity)
Chairman of the Board, Canal Capital
Corporation (operation of public stockyards)
<CAPTION>
Additional Executive Officers:
<S> <C> <C>
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general partner
New York, NY 10022 of Edelman Securities Company (broker-dealer);
General Partner and Controller, Plaza Securities
Company (investment partnership)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a general partner
New York, NY 10022 of Edelman Securities Company (broker-dealer);
General Partner and Counsel, Plaza Securities
Company (investment partnership)
<PAGE>
CUSIP No. 50043410 5 13D
SCHEDULE B
Transactions in Koll Real Estate Group Class A Common Stock
[Including Series A Convertible Redeemable Preferred Stock
("Pfd") convertible into Class A Common Stock]
</TABLE>
<TABLE>
<CAPTION>
No. Shares
Date Name Bought (Sold) Price
<C> <S> <C> <C>
9/23/96 Edelman Value Partners 65,000 Pfd .21950
9/23/96 Edelman Value Fund 65,000 Pfd .21952
9/26/96 Edelman Value Partners 50,000 Pfd .21925
9/26/96 Edelman Value Fund 50,000 Pfd .21925
9/30/96 Edelman Value Fund 70,000 Pfd .21961
10/ 1/96 Edelman Value Fund 50,000 Pfd .21975
10/14/96 Edelman Value Fund 150,000 Pfd .25100
10/16/96 Edelman Value Partners 50,000 Pfd .25100
10/31/96 Edelman Value Partners 200,000 Pfd .28250
10/31/96 Edelman Value Fund 25,000 Pfd .28325
10/31/96 Edelman Value Fund 300,000 Pfd .28208
11/ 8/96 Edelman Value Fund 100,000 Pfd .25100
11/12/96 Edelman Value Fund 50,000 Pfd .25060
11/13/96 Edelman Value Fund 30,000 Pfd .25083
11/15/96 Edelman Value Fund 10,000 Pfd .31500
11/15/96 Edelman Value Fund 30,000 Pfd .28225
11/21/96 Edelman Value Fund 120,000 Pfd .31300
11/21/96 Edelman Value Partners 60,000 Pfd .31300
</TABLE>
<PAGE>
CUSIP No. 5004410 5 13D
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
UNDER SECTION 13(d) OF THE EXCHANGE ACT
FOR VALUE RECEIVED, the undersigned, effective as of November 15, 1996, hereby
agree as follows:
1. Joint Filing Authorization. Each party hereto authorizes ASHER B. EDELMAN
to file on their behalf with the Securities & Exchange Commission
(the "SEC"), all appropriate exchanges and other appropriate parties, as a
joint filing for all of the undersigned parties pursuant to
Rule 13d-1(f)(1)(iii), a statement of their beneficial ownership of the Class A
Common Stock of KOLL REAL ESTATE GROUP, INC. (the "Company") on Schedule 13D as
promulgated by the SEC, including any pertinent amendments thereto, and
including, where applicable, additions or deletions to the group represented
by the undersigned.
2. Power of Attorney. Each party hereto hereby designates and appoints ASHER
B. EDELMAN as their attorney-in-fact, to take all actions and to execute all
documentation in their stead and on their behalf necessary or prudent to
effectuate the joint filings relating to the Company contemplated by
this Agreement, until revoked in writing by the party.
3. Binding on Heirs, Representatives, Successors and Assigns. This Agreement
shall be binding upon the undersigned and their respective heirs,
representatives, successors and assigns.
/s/____________________________________________________________
ASHER B. EDELMAN
EDELMAN VALUE PARTNERS, L.P., a Delaware limited partnership,
By: A. B. Edelman Management Company, Inc., a New York
corporation, General Partner
By: /s/________________________________________________________
Asher B. Edelman, President
EDELMAN VALUE FUND, LTD., a British Virgin Islands corporation
By: /s/________________________________________________________
Asher B. Edelman, Investment Manager
A. B. EDELMAN MANAGEMENT COMPANY, INC., a New York corporation
By:/s/__________________________________________________________
Asher B. Edelman, President
<PAGE>
CUSIP No. 50043410 5
