SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Scholastic Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
807066105
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(CUSIP Number)
SPO Partners & Co.
William E. Oberndorf
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
with a copy to:
Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
-------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 1999
--------------------
(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 the
statement. /__/
*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 total number of shares of common stock reported as beneficially owned by
the Reporting Persons herein is 1,391,500 which constitutes approximately 8.9%
of the total number of shares outstanding. All ownership percentages set forth
herein assume that there are 15,628,739 shares outstanding.
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).
<PAGE>
1. Name of Reporting Person:
Main Street 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: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f):
/___/
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 916,900 (1)
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 916,900(1)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
916,900(1)
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%
14. Type of Reporting Person: PN
- -------------------------
(1) Power is exercised through its sole general partner, MS Advisory
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
MS Advisory 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: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): /___/
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 916,900 (1)(2)
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 916,900(1)(2)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
916,900(1)(2)
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%
14. Type of Reporting Person: PN
- -------------------------
(1) Solely in its capacity as the sole general partner of Main Street
Partners, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp.
and SF Advisory Corp. II.
<PAGE>
1. Name of Reporting Person:
San Francisco Partners 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: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): /___/
6. Citizenship or Place of Organization: California
Number of 7. Sole Voting Power: 207,100 (1)
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 207,100 (1)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
207,100 (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: PN
- -------------------------
(1) Power is exercised through its sole general partner, SF Advisory
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
SF Advisory 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: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f):
/___/
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 207,100 (1)(2)
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 207,100(1)(2)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
207,100(1)(2)
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: PN
- -------------------------
(1) Solely in its capacity as the sole general partner of San Francisco
Partners II, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp.
and SF Advisory Corp. II.
<PAGE>
1. Name of Reporting Person:
SF Advisory Corp.
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(e) or 2(f): /___/
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: -0-
Shares
Beneficially 8. Shared Voting Power: 1,124,000(1)(2)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person 10. Shared Dispositive Power: 1,124,000(1)(2)
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,124,000(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: /___/
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: CO
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(1) Solely in its capacity as (i) one of two general partners of MS
Advisory Partners, L.P. with respect to 916,900 of such shares; and
(ii) one of two general partners of SF Advisory Partners, L.P. with
respect to 207,100 of such shares.
(2) Power is exercised through its controlling person, John H. Scully.
<PAGE>
1. Name of Reporting Person:
SF Advisory Corp. II
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(e) or 2(f): /___/
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: -0-
Shares
Beneficially 8. Shared Voting Power: 1,124,000(1)(2)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person 10. Shared Dispositive Power: 1,124,000(1)(2)
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,124,000(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: /___/
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: CO
- -------------------------
(1) Solely in its capacity as one of two general partners of MS Advisory
Partners, L.P. with respect to 916,900 of such shares; and solely in
its capacity as one of two general partners of SF Advisory Partners,
L.P. with respect to 207,100 of such shares.
(2) Power is exercised through its controlling person, William E. Oberndorf.
<PAGE>
1. Name of Reporting Person:
John H. Scully
2. Check the Appropriate Box if a Member of a Group:
(a) /___/
(b) / X /
3. SEC Use Only
4. Source of Funds: PF and Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): /___/
6. Citizenship or Place of Organization: USA
Number of 7. Sole Voting Power: -0-
Shares
Beneficially 8. Shared Voting Power: 1,124,000(1)
Owned By
Each 9. Sole Dispositive Power: -0-
Reporting
Person 10. Shared Dispositive Power: 1,124,000(1)
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,124,000(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/___/
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as the controlling person of SF Advisory Corp.
<PAGE>
1. Name of Reporting Person:
William E. Oberndorf
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(e) or 2(f):
/___/
6. Citizenship or Place of Organization: USA
Number of 7. Sole Voting Power: 267,500 (1)
Shares
Beneficially 8. Shared Voting Power: 1,124,000(2)
Owned By
Each 9. Sole Dispositive Power: 267,500(1)
Reporting
Person 10. Shared Dispositive Power: 1,124,000(2)
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,391,500 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: /___/
13. Percent of Class Represented by Amount in Row (11): 8.9%
14. Type of Reporting Person: IN
- -------------------------
(1) Includes 39,000 owned by a family limited partnership and 2,000 owned
outright by his children and 3,000 shares owned outright by his spouse.
(2) Solely in his capacity as the controlling person of SF Advisory Corp. II.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value $.01
per share (the "Shares") of Scholastic Corp, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at
555 Broadway, New York, NY 10012.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on
behalf of Main Street Partners, L.P., a Delaware limited partnership ("MSP"),
MS Advisory Partners, L.P., a Delaware limited partnership ("MS Advisory
Partners"), San Francisco Partners II, L.P., a California limited partnership
("SFP"), SF Advisory Partners, L.P., a Delaware limited partnership ("SF
Advisory Partners"), SF Advisory Corp., a Delaware corporation ("SF Advisory
Corp."), SF Advisory Corp. II, a Delaware corporation ("SF Advisory Corp. II"),
John H. Scully ("JHS") and William E. Oberndorf ("WEO"). MSP, MS Advisory
Partners, SFP, SF Advisory Partners, SF Advisory Corp., SF Advisory Corp. II,
JHS, and WEO are sometimes hereinafter referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
(b)-(c)
MSP
MSP is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of MSP, which also serves as its
principal office, is 4320 W. Vickery, Suite B, Fort Worth, Texas 76107. Pursuant
to Instruction C to Schedule 13D of the Act, certain information with respect
to MS Advisory Partners, the sole general partner of MSP, is set forth below.
MS Advisory Partners
MS Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of MSP. The principal
business address of MS Advisory Partners, which also serves as its principal
office, is 4320 W. Vickery, Suite B, Fort Worth, Texas 76107. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with respect to SF
Advisory Corp. and SF Advisory Corp. II, the two general partners of MS Advisory
Partners, is set forth below.
<PAGE>
SFP
SFP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SFP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SF Advisory Partners, the sole general partner of SFP, is set
forth below.
SF Advisory Partners
SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Corp. and SF Advisory Corp. II, the two general partners
of SF Advisory Partners, is set forth below.
SF Advisory Corp.
SF Advisory Corp. is a Delaware corporation, the principal business of
which is serving as one of two general partners of each of MS Advisory Partners
and SF Advisory Partners. The principal address of SF Advisory Corp., which also
serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, who is the sole director, executive officer and
controlling person of SF Advisory Corp., is set forth below.
SF Advisory Corp. II
SF Advisory Corp. II is a Delaware corporation, the principal business
of which are serving as one of two general partners of each of MS Advisory
Partners and SF Advisory Partners. The principal business address of SF Advisory
Corp. II, which also serves as its principal office, is 591 Redwood Highway,
Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule
13D of the Act, certain information with respect to WEO, who is the sole
director, executive officer and controlling person of SF Advisory Corp. II, is
set forth below.
<PAGE>
JHS
JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation ("SPO"). The principal
business of SPO is operating as an investment firm. The principal address of
SPO, which also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. JHS is also the sole stockholder, sole
director and chief executive officer of SF Advisory Corp., one of the two
corporate general partners of each of MS Advisory Partners and SF Advisory
Partners.
WEO
WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO. WEO is also the sole stockholder, director and chief executive
officer of SF Advisory Corp. II, one of two corporate general partners of MS
Advisory Partners and SF Advisory Partners.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:
Name Source of Funds Amount of Funds
- ---- --------------- ---------------
MSP Working Capital (1) $6,904,600.00
MS Advisory Partners Not Applicable Not Applicable
SFP Working Capital (1) $1,398,400.00
SF Advisory Partners Not Applicable Not Applicable
SF Advisory Corp. Not Applicable Not Applicable
SF Advisory Corp. II 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 Shares.
(2) As used herein, the term "Personal Funds" includes 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 Shares.
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares reported herein for
investment purposes. Consistent with such purposes, the Reporting Persons have
had, and may have in the future, discussions based on publicly available
information with management of the Issuer concerning the Issuer's recent
operating history as well as the Issuer's general business outlook and
prospects.
Depending on market conditions and other factors that each may deem
material to its investment decision, each of the Reporting Persons may purchase
additional Shares in the open market or in private transactions or may dispose
of all or a portion of the Shares that such Reporting Person now owns or
hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. Interest in Securities of the Issuer.
(a) Percentage interest calculations for each Reporting Person are
based upon the Issuer having 15,628,739 total outstanding common stock, as
reported on the Issuer's 10-Q/A filed with the Securities Exchange Commission on
March 31, 1999.
MSP
The aggregate number of Shares that MSP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 916,900 Shares, which constitutes approximately 5.9%
of the outstanding Shares.
MS Advisory Partners
Because of its position as the sole general partner of MSP, MS Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 916,900 Shares, which constitutes approximately 5.9% of the outstanding
Shares.
SFP
The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 207,100 Shares which constitutes approximately 1.3% of
the outstanding Shares.
SF Advisory Partners
Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 207,100 Shares, which constitutes approximately 1.3% of the outstanding
Shares.
<PAGE>
SF Advisory Corp.
Because of its positions as one of two general partners of each of MS
Advisory Partners, and SF Advisory Partners, SF Advisory Corp. may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,124,000 Shares
in the aggregate, which constitutes approximately 7.2% of the outstanding
Shares.
SF Advisory Corp. II
Because of its positions as one of two general partners of each of MS
Advisory Partners and SF Advisory Partners, SF Advisory Corp. II may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,124,000
Shares in the aggregate, which constitutes approximately 7.2% of the outstanding
Shares.
JHS
Because of his positions as a control person of SF Advisory Corp. JHS
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,124,000 Shares, which constitutes approximately 7.2% of the outstanding
Shares.
WEO
Individually, and because of his position as a control person of SF
Advisory Corp. II, and by virtue of being the sole general partner of a family
limited partnership (Oberndorf Family Partners), WEO may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 1,391,500 Shares in the
aggregate, which constitutes approximately 8.9% of the outstanding Shares.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 hereof is the
beneficial owner of any Shares.
(b)
MSP
Acting through its sole general partner, MSP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 916,900
Shares.
MS Advisory Partners
Acting through its two general partners and in its capacity as the sole
general partner of MSP, MS Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 916,900 Shares.
SFP
Acting through its sole general partner, SFP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 207,100
Shares.
<PAGE>
SF Advisory Partners
Acting through its two general partners and in its capacity as the sole
general partner of SFP, SF Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 207,100 Shares.
SF Advisory Corp.
Acting through its controlling person and in its capacities
as one of two general partners of each of MS Advisory Partners
and SF Advisory Partners, SF Advisory Corp. has shared power to
vote or to direct the vote and to dispose or to direct the
disposition of 1,124,000 Shares in the aggregate. SF Advisory
Corp. shares such power with SF Advisory Corp. II.
SF Advisory Corp. II
Acting through its controlling person and in its capacities as one of
two general partners of each of MS Advisory Partners and SF Advisory Partners,
SF Advisory Corp. II has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 1,124,000 Shares in the aggregate. SF
Advisory Corp. shares such power with SF Advisory Corp.
JHS
As the controlling person of SF Advisory Corp., which is one of two
general partners of each of MS Advisory Partners and SF Advisory Partners, JHS
may be deemed to have shared power with WEO (as the controlling person of SF
Advisory Corp. II, which is the other general partner of each of MS Advisory
Partners and SF Advisory Partners) to vote or to direct the vote and to dispose
or to direct the disposition of 1,124,000 Shares held by MSP and SFP in the
aggregate
WEO
WEO has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 267,500 Shares, which includes 39,000 Shares
beneficially owned by a family limited partnership (Oberndorf Family Partners),
of which WEO is the sole general partner. As the controlling person of SF
Advisory Corp. II, which is one of two general partners of each of MS Advisory
Partners and SF Advisory Partners, WEO may be deemed to have shared power with
JHS (as the controlling person of SF Advisory Corp., which is the other general
partner of each of MS Advisory Partners and SF Advisory Partners) to vote or to
direct the vote and to dispose or to direct the disposition of 1,124,000 Shares
held by MSP and SFP in the aggregate.
(c) During the past sixty (60) days, the Reporting Persons purchased
Shares in open market transactions on the NASDAQ National Market System as set
forth on Schedule I attached hereto.
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 during the past sixty (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 distributions with respect to, or the proceeds from the sale of, the
Shares owned by such Reporting Person.
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the owners of more than five percent
(5%) of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith, there are
no other contracts, arrangements, understandings or relationships of the type
required to be disclosed in response to Item 6 of Schedule 13D of the Act with
respect to the Shares owned by the Reporting Persons.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
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: May 7, 1999
/s/ Phillip Gordon
------------------------------
Phillip Gordon
Attorney-in-Fact for:
MAIN STREET PARTNERS, L.P. (1)
MS ADVISORY PARTNERS, L.P. (2)
SAN FRANCISCO PARTNERS II, L.P. (3)
SF ADVISORY PARTNERS, L.P. (4)
SF ADVISORY CORP. (5)
SF ADVISORY CORP. II (6)
JOHN H. SCULLY (7)
WILLIAM E. OBERNDORF (8)
(1) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
Main Street Partners, L.P. previously
has been filed with the Securities
and Exchange Commission.
(2) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
MS Advisory Partners, L.P. previously
has been filed with the Securities
and Exchange Commission.
<PAGE>
(3) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
San Francisco Partners II, L.P.
previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Partners, L.P.
previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Corp. previously has
been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Corp. II previously has
been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
John H. Scully previously has been
filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
William E. Oberndorf previously has
been filed with the Securities and
Exchange Commission.
<PAGE>
SCHEDULE I TO
SCHEDULE 13D
FOR
MAIN STREET PARTNERS, L.P., et al.
Date of Number of Price Per
Reporting Person Transaction Shares Share
Main Street Partners, L.P. 05/07/99 102,500 46
05/10/99 8,200 46
05/17/99 2,500 46
05/18/99 26,500 46
05/19/99 10,400 46
San Francisco Partners 05/07/99 22,500 46
05/10/99 1,800 46
05/18/99 3,500 46
05/19/99 2,600 46
<PAGE>
EXHIBIT INDEX
Page
Exhibit Document Description Number
A Agreement Pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
Exhibit A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
DATED: May 7, 1999
/s/ Phillip Gordon
----------------------------
Phillip Gordon
Attorney-in-Fact for:
MAIN STREET PARTNERS, L.P. (1)
MS ADVISORY PARTNERS, L.P. (2)
SAN FRANCISCO PARTNERS II, L.P. (3)
SF ADVISORY PARTNERS, L.P. (4)
SF ADVISORY CORP. (5)
SF ADVISORY CORP. II (6)
JOHN H. SCULLY (7)
WILLIAM E. OBERNDORF (8)
(1) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
Main Street Partners, L.P. previously
has been filed with the Securities
and Exchange Commission.
(2) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
MS Advisory Partners, L.P. previously
has been filed with the Securities
and Exchange Commission.
(3) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
San Francisco Partners II, L.P.
previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Partners, L.P.
previously has been filed
with the Securities and Exchange
Commission.
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(5) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Corp. previously has
been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
SF Advisory Corp. II previously has
been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
John H. Scully previously has been
filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing
Phillip Gordon to act on behalf of
William E. Oberndorf previously has
been filed with the Securities and
Exchange Commission.
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