<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Weirton Steel Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
948774104
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 28, 1995
(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: /_/
Check the following box if a fee is being paid with this
statement:
/x/
Page 1 of 19 pages
Exhibit Index appears on page 14
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 2 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P.
13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,600,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,600,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 3 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P.
13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 198,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 198,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 4 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM
5
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 689,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 689,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 5 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P.
13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,798,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,798,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,798,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 6 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 2,488,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 2,488,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 948774104 Page 7 of 19 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 2,488,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 2,488,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates
to the Common Stock, $.01 par value (the "Common Stock"), of
Weirton Steel Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at 400 Three Springs Drive, Weirton, West Virginia 26062.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein Focus, Dickstein
International, Dickstein Partners, Dickstein Inc. and Mark
Dickstein are collectively referred to as the "Reporting
Persons."
Dickstein & Co. is a Delaware limited partnership engaged
in certain investment activities, including, but not limited to,
(i) the purchase of marketable and non-marketable securities and
other obligations of bankrupt or near bankrupt companies, (ii)
risk-arbitrage transactions undertaken in connection with, among
other things, mergers and acquisitions and (iii) the purchase of
securities in entities which appear to be undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited-liability, open-end
investment fund incorporated as an international business company
in the Territory of the British Virgin Islands. Dickstein
International engages in certain investment activities similar in
nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership and
the general partner of Dickstein & Co. and Dickstein Focus and
makes all investment and trading decisions for Dickstein & Co.
and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International. Mark Dickstein is the president and sole director
of Dickstein Inc.
8
<PAGE>
<PAGE>
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and 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 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) Each natural person identified in this Item 2 is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported to be owned by
Dickstein & Co., Dickstein Focus and Dickstein International were
acquired in the open market. The total cost of the shares owned
by Dickstein & Co., Dickstein Focus and Dickstein International
was $13,174,535, $1,632,126 and $5,709,299, respectively. Such
costs were funded out of working capital, which may, at any given
time, include margin loans made by brokerage firms in the
ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment.
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them.
9
<PAGE>
<PAGE>
The Reporting Persons may take any other action with
respect to the Company or any of its debt or equity securities in
any manner permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 2,488,300 shares of Common Stock, representing
approximately 5.9% of the Common Stock outstanding. Dickstein &
Co. owns 1,600,000 of such shares, representing approximately
3.8% of the Common Stock outstanding, Dickstein Focus owns
198,700 of such shares, representing approximately .5% of the
Common Stock outstanding and Dickstein International beneficially
owns 689,600 of such shares, representing approximately 1.6% of
the Common Stock outstanding.(1)
Mark Kaufman, a vice president of Dickstein Inc., is
the beneficial owner of 5,000 shares
of Common Stock, constituting less than 1% of the shares of
Common Stock outstanding. Mr. Kaufman has sole
power to vote and dispose of such shares.
Arthur Wrubel, a vice president of Dickstein Inc., is
the beneficial owner of 1,000 shares
of Common Stock, constituting less than 1% of the shares of
Common Stock outstanding. Mr. Wrubel has sole
power to vote and dispose of such shares.
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and advisor to Dickstein International, Dickstein Inc.
may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International. By reason of his
position as president and sole director of Dickstein Inc., Mark
Dickstein may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by Dickstein &
Co., Dickstein Focus and Dickstein International. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934,
as amended, (i) Dickstein & Co. disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Dickstein
International and Dickstein Focus, (ii) Dickstein Focus disclaims
beneficial ownership of all shares of Common Stock beneficially
10
<PAGE>
<PAGE>
owned by Dickstein & Co. and Dickstein International, (iii)
Dickstein International disclaims beneficial ownership of all
shares of Common Stock beneficially owned by Dickstein & Co.
and Dickstein Focus (iv) each of Dickstein Partners, Dickstein
Inc. and Mark Dickstein disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International, except to the extent
of their actual economic interests.
(1) Percentages are based upon 41,986,440 shares of Common
Stock reported outstanding as of March 15, 1995 in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(c) Except for the purchases set forth on Schedule II
annexed hereto, none of the persons identified in Item 2 has
effected any transactions in the Common Stock during the past 60
days. All such purchases were effected in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934,
as amended.
11
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: April 7, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
12
<PAGE>
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
13
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant to 17
Rule 13d(1)-f promulgated under the
Securities Exchange Act of 1934, as
amended
14
<PAGE>
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
and Calibre are set forth below. The principal business address
of each of the sole director and the officers of Dickstein Inc.
named below is c/o Dickstein Partners, Inc., 9 West 57th St., New
York, New York 10019.
Dickstein Partners Inc.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of Dickstein Inc.
President and
Sole Director
Todd Black Vice President of Dickstein Inc.
Vice President
David Brail Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President and Dickstein Inc.
General Counsel
Steven Cornick Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
15
<PAGE>
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF WEIRTON STEEL CORPORATION
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased Share Commission Cost
2/6/95 3,000 $ 7.7500 $205.00 $ 23,455.00
2/7/95 17,000 7.7350 1,045.00 132,540.00
2/8/95 17,000 7.7500 1,045.00 132,795.00
2/8/95 3,300 7.7500 223.00 25,798.00
2/9/95 31,700 7.9130 1,927.00 252,769.10
2/15/95 47,000 7.6250 2,845.00 361,220.00
2/22/95 63,300 7.6880 3,823.00 490,473.40
2/23/95 25,300 7.7470 1,543.00 197,542.10
3/28/95 192,400 7.0000 9,645.00 1,356,445.00
3/29/95 35,000 7.0000 2,125.00 247,125.00
3/31/95 15,000 7.7500 925.00 117,175.00
4/6/95 50,000 7.4390 3,025.00 374,975.00
Shares Purchased by Dickstein International, Ltd.
Number of
Shares Price per Total
Date Purchased share Commission Cost
2/6/95 2,800 $ 7.7500 $193.00 $ 21,893.00
2/7/95 8,000 7.7350 505.00 62,385.00
2/8/95 7,000 7.7500 445.00 54,695.00
2/8/95 1,500 7.7500 115.00 11,740.00
2/9/95 14,500 7.9130 895.00 115,633.50
2/15/95 22,000 7.6250 1,345.00 169,095.00
2/22/95 29,100 7.6880 1,771.00 225,491.80
2/23/95 11,600 7.7470 721.00 90,586.20
3/28/95 87,100 7.0000 4,380.00 614,080.00
16
<PAGE>
<PAGE>
Shares Purchased by Dickstein Focus Fund L.P
Number of
Shares Price per Total
Date Purchased Share Commission Cost
2/7/95 3,500 7.7350 235.00 27,307.50
2/8/95 1,000 7.7500 85.00 7,835.00
2/8/95 500 7.7500 55.00 3,930.00
2/9/95 3,800 7.9130 253.00 30,322.40
2/15/95 6,000 7.6250 385.00 46,135.00
2/22/95 7,600 7.6880 481.00 58,909.80
2/23/95 3,100 7.7470 211.00 24,226.70
3/28/95 22,500 7.0000 1,150.00 158,650.00
3/29/95 7,500 7.0000 475.00 52,975.00
3/31/95 6,200 7.7500 397.00 48,447.00
4/6/95 5,000 7.4390 325.00 37,520.00
Shares Purchased by Mark Kaufman
Number of
Shares Price per Total
Date Purchased Share Commission Cost
3/3/95 1000 7.000 173.12 7,173.12
17
<PAGE>
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of April 7, 1995.
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
18
<PAGE>
<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
19
<PAGE>
