SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AER Energy Resources, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
000944108
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2000
(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(e), 13d-1(f) or 13d-1(g), 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 6,465,053 shares, which
constitutes approximately 22.6% of the 28,644,908 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
24,850,263 shares outstanding.
<PAGE>
1. Name of Reporting Person:
Keystone, 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: 1,000,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its President and sole director, Robert M.
Bass.
<PAGE>
1. Name of Reporting Person:
Robert M. 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: 1,000,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as President and sole director of Keystone, Inc.
<PAGE>
1. Name of Reporting Person:
FW AER Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
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: 1,584,158 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,419,158 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.4% (3)
14. Type of Reporting Person: PN
------------
(1) Power is exercised by its sole general partner, Group 31, Inc.
(2) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
25,685,263 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
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: Texas
7. Sole Voting Power: 1,584,158 (1)(2)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,419,158 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.4% (4)
14. Type of Reporting Person: CO
------------
(1) Power is exercised by its President, J. Taylor Crandall.
(2) Solely in its capacity as the sole general partner of FW AER Partners,
L.P.
(3) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
25,685,263 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
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: 1,584,158 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,584,158 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,378,803 (2)(3)(4)(5)(6)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 18.8% (7)
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as the President of Group 31, Inc., general
partner of FW AER Partners, L.P.
(2) Solely in his capacity as the President of Group 31, Inc., general
partner of FW AER Partners, L.P., with respect to 2,419,158 shares of
the Stock.
(3) Includes 835,000 shares of Common Stock that may be acquired upon the
exercise of warrants held by FW AER Partners, L.P.
(4) Solely in his capacity as the President of Group III 31, L.L.C.,
general partner of FW AER II, L.P., with respect to 2,959,645 shares of
the Stock.
(5) Includes 583,029 shares of Common Stock that may be acquired upon the
exercise of warrants held by FW AER II, L.P.
(6) Includes 2,376,616 shares of Common Stock that may be acquired upon the
conversion of 202,250 shares of the Issuer's Series A Convertible
Preferred Stock.
(7) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
28,644,908 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
FW AER II, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
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: -0-
Number of
Units
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:
2,959,645 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.6% (3)
14. Type of Reporting Person: PN
------------
(1) Includes 583,029 shares of Common Stock that may be acquired upon the
exercise of warrants.
(2) Includes 2,376,616 shares of Common Stock that may be acquired upon the
conversion of 202,250 shares of the Issuer's Series A Convertible
Preferred Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
27,809,908 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Group III 31, L.L.C.
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: Delaware
7. Sole Voting Power: -0-
Number of
Units
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:
2,959,645 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.6% (4)
14. Type of Reporting Person: OO-Other
------------
(1) Solely in its capacity as the sole general partner of FW AER II, L.P.
(2) Includes 583,029 shares of Common Stock that may be acquired upon the
exercise of warrants.
(3) Includes 2,376,616 shares of Common Stock that may be acquired upon the
conversion of 202,250 shares of the Issuer's Series A Convertible
Preferred Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
27,809,908 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
David G. Brown
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: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 86,250 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 86,250 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
86,250 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
------------
(1) Owned in joint tenancy with his wife, Maureen Brown, who shares voting
and dispositive power over such shares.
<PAGE>
1. Name of Reporting Person:
Maureen Brown
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: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 86,250 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 86,250 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
86,250 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
------------
(1) Owned in joint tenancy with her husband, David G. Brown, who shares
voting and dispositive power over such shares.
<PAGE>
Pursuant to 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 May 30, 1996, as amended by
Amendment No. 1 dated April 11, 2000 (the "Schedule 13D"), relating to the
Common Stock (the "Stock"), of AER Energy Resources, Inc. (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
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 shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Keystone Working Capital(1) $2,361,924.65
R. Bass Not Applicable Not Applicable
FW Partners Other - Contributions $10,000,000.00 (2)
from Partners
Group Not Applicable Not Applicable
J. Crandall Not Applicable Not Applicable
FW II Other - Contributions $2,000,000.00 (3)
from Partners
D. Brown/
M. Brown Personal Funds (4) $146,950.00
(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) This figure represents the total amount expended in purchasing
the Stock and the Warrant.
(3) This figure represents the total amount expended by FW II in
purchasing the convertible promissory note and the warrant described in
Amendment No. 1 to the Schedule 13D and in purchasing the warrant and Series
A convertible preferred stock described in Item 6 herein.
(4) 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 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Keystone
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,000,000, which
constitutes approximately 4.0% of the outstanding shares of the Stock.
R. Bass
Because of his position as the President and sole director of
Keystone, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,000,000 shares of the Stock, which constitutes
approximately 4.0% of the outstanding shares of the Stock.
FW Partners
The aggregate number of shares of the Stock that FW Partners owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,419,158, which
constitutes approximately 9.4% of the 25,685,263 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Group
Because of its position as the sole general partner of FW Partners,
Group may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 2,419,158 shares of the Stock, which constitutes approximately
9.4% of the 25,685,263 shares of the Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
J. Crandall
Because of his position as the President of Group, which is the sole
general partner of FW Partners, and because of his position as President of
Group III, which is the sole general partner of FW II, J. Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
5,378,803 shares of the Stock, which constitutes approximately 18.8% of the
28,644,908 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i).
FW II
The aggregate number of shares of the Stock that FW II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,959,645, which
constitutes approximately 10.6% of the 27,809,908 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Group III
Because of its position as the sole general partner of FW II, Group
III may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 2,959,645 shares of the Stock, which constitutes approximately
10.6% of the 27,809,908 shares of the Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
D. Brown
The aggregate number of shares of the Stock that D. Brown owns
beneficially as a joint tenant with M. Brown, pursuant to Rule 13d-3 of the
Act, is 86,250, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
M. Brown
The aggregate number of shares of the Stock that M. Brown owns
beneficially as a joint tenant with D. Brown, pursuant to Rule 13d-3 of the
Act, is 86,250, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
(b)
Keystone
Acting through its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,000,000 shares of the Stock.
R. Bass
As the President and sole director of Keystone, R. Bass has the sole
power to vote or to direct the vote and to dispose or direct the disposition
of 1,000,000 shares of the Stock.
FW Partners
Acting through its sole general partner, FW Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,584,158 shares of the Stock.
Group
Acting through its President, and in its capacity as the sole
general partner of FW Partners, Group has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,584,158
shares of the Stock.
J. Crandall
In his capacity as the President of Group, which is the sole general
partner of FW Partners, J. Crandall has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 1,584,158 shares of
the Stock.
FW II
FW II has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
Group III
In its capacity as the sole general partner of FW II, Group III has
no power to vote or to direct the vote or to dispose or to direct the
disposition of any shares of the Stock.
D. Brown
As joint tenant with M. Brown, D. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 86,250
shares of the Stock.
M. Brown
As joint tenant with D. Brown, M. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 86,250
shares of the Stock.
(c) On September 27, 2000, FW II purchased from the Issuer (i)
202,250 shares of Series A Convertible Preferred Stock (the "Preferred
Stock")which may, subject to adjustment, be converted into 2,376,616 shares
of the Stock and (ii) a warrant to purchase 470,035 shares of the Stock (the
"FW AER II Warrant"). The aggregate purchase price of the Preferred Stock
and the FW AER II Warrant was $2,000,000, of which $1,000,000 was paid by
conversion, at a conversion price of $10.00 per share, of the $1,000,000
convertible promissory note acquired by FW II from the Issuer dated March
31, 2000.
Other than as set forth above, none of the Reporting Persons have
purchased or sold any shares of the Stock in the previous 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.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended by adding at the end thereof the following:
As described under Item 5(c) above, FW II entered into a Securities
Purchase Agreement with the Issuer dated as of September 27, 2000 (the
"Securities Purchase Agreement") under which FW II acquired from the Issuer
the Preferred Stock and the FW AER II Warrant. The description of the
Preferred Stock, the FW AER II Warrant and the Securities Purchase Agreement
that follows is not, and does not purport to be, complete and is qualified
in its entirety by reference to the Securities Purchase Agreement and the
Warrant dated September 27, 2000, as applicable, the forms of which are
attached hereto as Exhibits 99.7 and 99.8, respectively, and by reference to
the Articles of Amendment to the Issuer's Articles of Incorporation
containing a statement of the rights and preferences of the Preferred Stock
(the "Articles of Amendment"), a copy of which is attached hereto as Exhibit
99.9. All of the foregoing Exhibits are hereby fully incorporated into this
Item 6 by this reference.
Preferred Stock
The Preferred Stock, which has a stated value of $10.00 per share, is
convertible into shares of the Issuer's common stock at a conversion price
of $0.851 per share, subject to adjustment as set forth in the Articles of
Amendment. The Preferred Stock is entitled to receive cumulative dividends
at the rate of 6.75% per annum. The Preferred Stock has no voting rights
except as expressly provided in the Articles of Amendment or as provided by
applicable law.
FW AER II Warrant
The FW AER II Warrant is exercisable at any time, in whole or in part,
prior to September 30, 2005, into 470,035 shares of the Stock at a price of
$0.886 per share, subject to adjustment as described in Section 3 therein.
Registration Rights
Pursuant to Section 4 of the Securities Purchase Agreement, FW II and
certain associated persons and entities as set forth therein acquired demand
and piggyback registration rights with respect to shares of the Issuer's
common stock underlying the Preferred Stock and the FW AER II Warrant. Such
registration rights will be in effect for a period of eight (8) years from
the date of the securities purchase agreement (September 22, 2000).
Except as set forth herein or in the Exhibits filed herewith and
previously, there are no contracts, arrangements, understandings or
relationships with respect to shares of the Stock owned by the Reporting
Persons.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 99.2 -- AER Energy Resources, Inc. Securities Purchase
Agreement dated as of May 13, 1996 between the Issuer and FW
Partners, L.P. previously filed.
Exhibit 99.3 -- Warrant to purchase 835,000 shares of Common Stock
dated as of May 20, 1996 and issued in the name of FW AER Partners,
L.P., previously filed.
Exhibit 99.4 -- Convertible Promissory Note in the amount of
$1,000,000, dated April 3, 2000 between the Issuer and FW AER II,
L.P., previously filed.
Exhibit 99.5 -- Warrant to purchase 112,994 shares of Common Stock
dated as of April 3, 2000 between the Issuer and FW AER II, L.P.,
previously filed.
Exhibit 99.6 -- Letter Agreement Amending Stock Purchase Agreement
between the Issuer and FW Partners, L.P. previously filed.
Exhibit 99.7 -- Securities Purchase Agreement dated as of September
27, 2000, between the Issuer and FW AER II, L.P., filed herewith.
Exhibit 99.8 -- Warrant to purchase 470,035 shares of Common Stock
dated as of September 27, 2000, between the Issuer and FW AER II,
L.P., filed herewith.
Exhibit 99.9 --Articles of Amendment to the Issuer's Articles of
Incorporation dated September 27, 2000, filed herewith.
<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: October 13, 2000
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM
Attorney-in-Fact for:
ROBERT M. BASS (1)
FW AER PARTNERS, L.P.
By: Group 31, Inc.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
FW AER II, L.P.
By: Group III 31, L.L.C.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP III 31, L.L.C.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ David G. Brown
DAVID G. BROWN
/s/ Maureen Brown
MAUREEN BROWN
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
