SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Roanoke Electric Steel Corporation
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
769841107
(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)
July 2, 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 [ ].
*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 507,300 shares, which
constitutes approximately 6.8% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 7,501,097 shares
outstanding.
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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: 38,425 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,425 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,425
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
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1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: USA
7. Sole Voting Power: 38,425 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,425 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,425 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of The
Bass Management Trust.
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1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,425 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management Trust
and by virtue of her power to revoke same.
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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: 38,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
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1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: USA
7. Sole Voting Power: 38,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
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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: 38,400
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,400
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Edward P. 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: 38,425
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,425
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,425
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
<PAGE>
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1. Name of Reporting Person:
Thomas M. Taylor & Co.
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: 100,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 100,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.3%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
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<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: USA
7. Sole Voting Power: 100,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 100,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.3%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President of Thomas M. Taylor & Co.
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<PAGE>
1. Name of Reporting Person:
Wesley Guylay Capital Management, 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: 253,650 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 253,650 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
253,650
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.4%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
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<PAGE>
1. Name of Reporting Person:
Wesley Richard Guylay
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: USA
7. Sole Voting Power: 253,650 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 253,650 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
253,650 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole general partner of Wesley Guylay
Capital Management.
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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 December 12,
1996 (the "Schedule 13D"), relating to the Common Stock, no par value, of
Roanoke Electric Steel Corporation. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to them in
the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds (2) $ 529,651.25
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $ 529,337.68
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $ 529,337.68
EPB Personal Funds (3) $ 529,651.25
Taylor & Co. Working Capital (1) $ 968,409.61
TMT Not Applicable Not Applicable
WGCM Working Capital (1) $ 2,834,749.77
WRG Not Applicable Not Applicable
(1) 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 Stock.
(2) 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 Stock.
(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 Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 38,425, which constitutes approximately
0.5% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
38,425 shares of the Stock, which constitutes approximately 0.5% of the
outstanding shares of the Stock.
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 38,425 shares of the
Stock, which constitutes approximately 0.5% of the outstanding shares of the
Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 38,400, which constitutes
approximately 0.5% of the outstanding shares of the Stock.
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 38,400 shares of the Stock, which
constitutes approximately 0.5% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 38,400, which constitutes approximately
0.5% of the outstanding shares of the Stock.
EPB
The aggregate number of shares of the Stock that EPB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 38,425, which constitutes approximately
0.5% of the outstanding shares of the Stock.
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 100,000, which constitutes
approximately 1.3% of the outstanding shares of the Stock.
TMT
Because of his position as President of Taylor & Co., TMT may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 100,000 shares
of the Stock, which constitutes approximately 1.3% of the outstanding shares of
the Stock.
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 253,650, which constitutes approximately
3.4% of the outstanding shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
253,650 shares of the Stock, which constitutes approximately 3.4% of the
outstanding shares of the Stock.
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 shares of the Stock.
(b)
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 38,425 shares of the
Stock.
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 38,425 shares of
the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
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 38,400 shares of the Stock.
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 38,400 shares of
the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 38,400 shares of the Stock.
EPB
EPB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 38,425 shares of the Stock.
Taylor & Co.
Acting through its President, Taylor & Co. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 100,000
shares of the Stock.
TMT
In his capacity as the President of Taylor & Co., TMT has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
100,000 shares of the Stock.
WGCM
Acting through its sole general partner, WGCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 253,650
shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 253,650 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased
shares of the Stock in transactions on the NASDAQ, as follows:
REPORTING DATE NUMBER OF SHARES PRICE PER
PERSON PURCHASED SHARE
EPB 05-08-97 3,225 $ 14.50
WGCM 05-08-97 12,900 14.50
LMB 05-08-97 3,225 14.50
BMT 05-08-97 3,225 14.50
SRBMT 05-08-97 3,225 14.50
EPB 05-09-97 1,025 14.71
WGCM 05-09-97 4,050 14.71
LMB 05-09-97 1,000 14.71
BMT 05-09-97 1,025 14.71
SRBMT 05-09-97 1,000 14.71
EPB 05-14-97 1,250 15.59
WGCM 05-14-97 5,000 15.59
LMB 05-14-97 1,250 15.59
BMT 05-14-97 1,250 15.59
SRBMT 05-14-97 1,250 15.59
EPB 05-30-97 125 16.48
WGCM 05-30-97 500 16.48
LMB 05-30-97 125 16.48
BMT 05-30-97 125 16.48
SRBMT 05-30-97 125 16.48
EPB 06-04-97 200 16.42
WGCM 06-04-97 800 16.42
LMB 06-04-97 200 16.42
BMT 06-04-97 200 16.42
SRBMT 06-04-97 200 16.42
EPB 06-10-97 325 16.42
WGCM 06-10-97 1,350 16.42
LMB 06-10-97 350 16.42
BMT 06-10-97 325 16.42
SRBMT 06-10-97 350 16.42
EPB 07-02-97 7,125 16.38
WGCM 07-02-97 28,500 16.38
LMB 07-02-97 7,125 16.38
BMT 07-02-97 7,125 16.38
SRBMT 07-02-97 7,125 16.38
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 shares of the Stock 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 shares of the
Stock owned by such Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii). (previously filed)
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 7, 1997
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY LEE BASS (3)
SID R. BASS MANAGEMENT TRUST (4)
SID R. BASS (5)
LEE M. BASS (6)
EDWARD P. BASS (7)
THOMAS M. TAYLOR (8)
WESLEY RICHARD GUYLAY(9)
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (10)
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
(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 Perry R. Bass 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 Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) 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.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(6) 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.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Edward P. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Richard Guylay previously has been filed with the Securities
and Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Guylay Capital Management, L.P. previously has been filed
with the Securities and Exchange Commission.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previousy filed with the Securities and
Exchange Commission.
