SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cellular Communications, Inc.
(Name of Issuer)
Series A Redeemable Common Stock, par value $0.01 per share
(Title of Class of Securities)
150917102
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
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 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>
<PAGE>
1. Name of Reporting Person:
HBK Investments 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 and OO (See Item 3) (1)
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: 844,200 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 844,200 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
844,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.5%
14. Type of Reporting Person: PN
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(1) The shares were purchased by HBK Securities Ltd. HBK Investments
L.P. has sole voting and dispositive power over these shares
pursuant to an Investment Management Agreement with HBK Securities
Ltd. Accordingly, HBK Securities Ltd. has no beneficial ownership
of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C. <PAGE>
<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments 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 and OO (See Item 3)
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: 1,268,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,268,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,830,072 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.5% (3)
14. Type of Reporting Person: PN
- ----------------------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Assumes conversion of $38,736,000 principal amount of the Issuer's
0% Convertible Debentures due July 27, 1999 into 561,672 shares of
Series A Redeemable Common Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 19,169,155 shares of Series A Redeemable Common Stock
outstanding, which number includes shares of Series A Redeemable
Common Stock that may be acquired by the Reporting Persons upon
conversion of the Issuer's 0% Convertible Debentures due July 27,
1999.<PAGE>
<PAGE>
1. Name of Reporting Person:
HBK Finance 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 and OO (See Item 3)
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
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:
169,650 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9% (3)
14. Type of Reporting Person: BD
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(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Assumes conversion of $11,700,000 principal amount of the Issuer's
0% Convertible Debentures due July 27, 1999 into 169,650 shares of
the Series A Redeemable Common Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 18,777,133 shares of Series A Redeemable Common Stock
outstanding, which number includes shares of Series A Redeemable
Common Stock that may be acquired by the Reporting Person upon
conversion of the Issuer's 0% Convertible Debentures due July 27,
1999.<PAGE>
<PAGE>
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 the Schedule 13D Statement of HBK
Investments L.P. dated April 8, 1996 (the "Schedule 13D"), relating to the
Series A Redeemable Common Stock, par value $0.01 per share, of Cellular
Communications, Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the Schedule 13D.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing includes a
composite of all paper filings to date made by the Item 2 Persons (as
hereinafter defined) on Schedule 13D with respect to Cellular Communications,
Inc.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended in its entirety to read as follows:
This statement relates to the shares of Series A Redeemable Common
Stock, par value $0.01 per share (the "Common Stock"), of Cellular
Communications, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 110 East 59th Street, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended in its entirety to read as follows:
(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"), this Schedule 13D Statement is hereby filed by HBK
Investments L.P., a Delaware limited partnership ("Investments"), HBK Main
Street Investments L.P., a Delaware limited partnership ("Main Street") and
HBK Finance L.P., a Delaware limited partnership ("Finance") (collectively,
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 an admission by the Reporting
Persons that a group exists. Additionally, pursuant to Instruction C to
Schedule 13D, information is included herein with respect to the following
persons (collectively, the "Controlling Persons"): HBK Partners II L.P., a
Delaware limited partnership ("Partners II"), HBK Fund L.P., a Delaware
limited partnership ("Fund"), HBK Capital L.P., a Delaware limited partnership
("Capital"), HBK Partners I L.P., a Delaware limited partnership ("Partners
I"), HBK Management L.L.C., a Delaware limited liability company
("Management") and each of the following individuals who may control
Management (collectively, the "Managers"): Harlan B. Korenvaes, Kenneth M.
Hirsh, Laurence H. Lebowitz, William E. Rose, and Richard L. Booth, Jr. The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b)-(c)
Reporting Persons
Investments is a Delaware limited partnership, the principal
business of which is acting as an investment manager to two investment funds.
The principal address of Investments, which also serves as its principal
office, is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Main Street is a Delaware limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of Main Street, which also
serves as its principal office, is 777 Main Street, Suite 2750, Fort Worth,
Texas 76102.
Finance is a Delaware limited partnership, the principal business of
which is acting as a registered broker dealer. The principal address of
Finance, which also serves as its principal office, is 777 Main Street, Suite
2750, Fort Worth, Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the Controlling Persons is set forth below. The principal
address of each Controlling Person, which also serves as its principal office,
is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Partners II is a Delaware limited partnership, the principal
business of which is serving as the general partner of Investments.
Management is a Delaware limited liability company, the principal
business of which is serving as the general partner of Partners II and
Partners I.
Fund is a Delaware limited partnership, the principal business of
which is serving as the general partner of Main Street, Finance and another
limited partnership.
Capital is a Delaware limited partnership, the principal business of
which is serving as the general partner of Fund.
Partners I is a Delaware limited partnership, the principal business
of which is serving as the general partner of Capital.
Managers
The principal occupation of each of the Managers is serving as an
officer of Investments. The business address of each of the Managers is 777
Main Street, Suite 2750, Fort Worth, Texas 76102.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of the Common Stock and the Issuer's 0%
Convertible Debentures due July 27, 1999 ("Debentures") are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 43,924,989 (3)
Main Street Working Capital
and Other (1) $ 97,301,274 (3)(4)
Finance Working Capital
and Other (1) $ 9,524,115 (3)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear,
Stearns & Co. Inc. and Wagner, Stott Clearing Corp. as margin loans to acquire
the Common Stock and the Debentures, and the remainder was obtained from
Working Capital.
(2) The shares of the Common Stock were purchased by HBK Securities
Ltd., which has no beneficial ownership of such shares of Common Stock.
(3) This figure represents the total amount expended by such person
in purchasing the Common Stock and the Debentures, as applicable, reported
herein.
(4) Of such amount, $65,520,905 was used to purchase shares of
Common Stock and $31,780,369 was used to purchase Debentures.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended in its entirety to read as follows:
The Item 2 Persons acquired the shares of Common Stock and the
Debentures in the ordinary course of business for investment purposes. None
of the Item 2 Persons have any plans or proposals which relate to or would
result in any of the actions or transactions specified in clauses (a) through
(j) of Item 4 of Schedule 13D under the Act. Each of the Item 2 Persons
reserves the right to acquire or dispose of the Common Stock or Debentures, or
to formulate other purposes, plans or proposals regarding the Issuer, the
Common Stock or Debentures held by each such Item 2 Person to the extent
deemed advisable in light of general investment policies, market conditions
and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement, Investments may,
pursuant to Rule 13d-3, be deemed to be the beneficial owner of 844,200 shares
of the Common Stock, which constitutes approximately 4.5% of the outstanding
shares of the Common Stock.
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,830,072, which
constitutes approximately 9.5% of the 19,169,155 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
The aggregate number of shares of the Common Stock that Finance owns
beneficially, pursuant to Rule 13d-3 of the Act, is 169,650, which constitutes
approximately 0.9% of the 18,777,133 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 844,200 shares of the
Common Stock, which constitutes approximately 4.5% of the outstanding shares
of the Common Stock.
Each of (1) Fund, as sole general partner of each of Main Street and
Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as
sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,999,722 shares of the Common Stock,
which constitutes approximately 10.3% of the 19,338,805 shares of the Common
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 2,843,922 shares of the Common Stock, which constitutes
approximately 14.7% of the 19,338,805 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
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)
Reporting Persons
Pursuant to an Investment Management Agreement, and acting through
its general partner, Partners II, Investments has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 844,200 shares
of the Common Stock.
Acting through its general partner, Fund, Main Street has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,268,400 shares of the Common Stock.
Finance has no power to vote or to direct the vote or to dispose or
to dispose or to direct the disposition of any shares of Common Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 844,200
shares of the Common Stock.
Acting through its general partner, Capital, and in its capacity as
the general partner of Main Street, Fund has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,268,400
shares of the Common Stock.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,268,400
shares of the Common Stock.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,268,400
shares of the Common Stock.
In its capacity as the general partner of Partners I, Management has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,268,400 shares of the Common Stock. In its capacity as the
general partner of Partners II, Management has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 844,200 shares
of the Common Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 2,112,600 shares of the Common Stock.
(c)
Since 60 days prior to the date on which the Reporting Persons
became the beneficial owner of greater than 5% of the outstanding shares of
the Common Stock, the Reporting Persons have purchased and sold shares of the
Common Stock in over-the-counter transactions on NASDAQ, as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
ITEM 2 PERSON DATE OR SOLD (S) SHARE
Main Street 02/08/96 5,100 (S) $ 51.00
Main Street 02/08/96 1,100 (S) 51.13
Main Street 02/08/96 3,700 (S) 51.25
Main Street 02/09/96 1,000 (P) 50.50
Main Street 02/12/96 2,500 (P) 50.50
Main Street 02/23/96 5,000 (P) 51.00
Main Street 02/26/96 1,000 (P) 51.00
Main Street 02/27/96 900 (P) 50.75
Main Street 02/28/96 2,000 (S) 52.00
Main Street 03/05/96 1,000 (P) 51.00
Investments (1) 03/06/96 25,000 (P) 51.00
Main Street 03/08/96 10,000 (P) 50.88
Investments (1) 03/11/96 100 (P) 51.25
Investments (1) 03/11/96 10,000 (P) 51.50
Investments (1) 03/12/96 5,000 (S) 51.00
Investments (1) 03/12/96 15,000 (P) 51.00
Investments (1) 03/18/96 200 (P) 50.88
Investments (1) 03/18/96 1,000 (P) 50.88
Investments (1) 03/20/96 15,100 (P) 51.00
Investments (1) 03/25/96 5,000 (P) 50.88
Investments (1) 03/25/96 2,500 (P) 51.00
Investments (1) 03/26/96 4,000 (P) 50.88
Investments (1) 03/28/96 1,400 (P) 51.13
Investments (1) 03/28/96 1,000 (P) 51.00
Main Street 03/28/96 6,500 (P) 51.00
Main Street 03/28/96 8,600 (P) 51.13
Investments (1) 04/01/96 5,000 (P) 51.00
Investments (1) 04/08/96 1,500 (P) 52.13
Investments (1) 04/08/96 3,200 (P) 52.25
Investments (1) 04/08/96 3,600 (P) 52.25
Investments (1) 04/08/96 51,700 (P) 52.25
Investments (1) 04/08/96 66,200 (P) 52.31
Investments (1) 04/08/96 1,600 (P) 52.38
Investments (1) 04/08/96 3,200 (P) 52.50
Investments (1) 04/08/96 6,500 (P) 52.50
Investments (1) 04/08/96 1,900 (P) 52.63
Investments (1) 04/08/96 2,700 (P) 52.75
Investments (1) 04/08/96 19,400 (P) 53.00
Main Street 04/08/96 138,800 (P) 52.31
Main Street 04/08/96 108,300 (P) 52.25
Main Street 04/08/96 4,100 (P) 52.63
Main Street 04/08/96 6,800 (P) 52.25
Main Street 04/08/96 40,600 (P) 53.00
Main Street 04/08/96 13,500 (P) 52.75
Main Street 04/08/96 6,800 (P) 52.50
Main Street 04/08/96 3,000 (P) 52.13
Main Street 04/08/96 7,600 (P) 52.25
Main Street 04/08/96 3,400 (P) 52.38
Main Street 04/08/96 5,600 (P) 52.75
Investments (1) 04/09/96 7,500 (P) 52.88
Investments (1) 04/09/96 2,500 (P) 52.63
Investments (1) 04/09/96 2,500 (S) 52.88
Investments (1) 04/11/96 5,000 (P) 51.63
Main Street 04/11/96 10,000 (P) 52.75
Main Street 04/11/96 20,000 (P) 52.25
Main Street 04/11/96 10,000 (P) 52.31
Main Street 04/11/96 1,100 (P) 52.25
Investments (1) 04/12/96 10,000 (S) 52.00
Investments (1) 04/12/96 6,000 (S) 52.13
Investments (1) 04/12/96 5,000 (S) 52.00
Main Street 04/16/96 10,000 (P) 52.13
Main Street 04/17/96 2,300 (P) 52.00
Investments (1) 04/18/96 15,000 (S) 52.00
Main Street 04/18/96 35,000 (P) 52.00
Main Street 04/18/96 800 (P) 52.00
Main Street 04/19/96 1,000 (P) 52.00
Main Street 04/22/96 5,000 (P) 52.13
Investments (1) 04/24/96 18,700 (P) 52.21
Investments (1) 04/24/96 1,400 (P) 52.13
Investments (1) 04/24/96 43,300 (P) 52.06
Main Street 04/24/96 36,300 (P) 52.21
Main Street 04/24/96 2,800 (P) 52.13
Main Street 04/24/96 86,700 (P) 52.63
Investments (1) 04/25/96 5,000 (P) 52.13
Investments (1) 04/25/96 2,500 (P) 52.25
Main Street 04/25/96 5,000 (P) 52.13
Main Street 04/25/96 2,500 (P) 52.25
Investments (1) 05/01/96 525,000 (P) 52.00
Main Street 05/01/96 475,000 (P) 52.00
Main Street 05/01/96 10,000 (S) 52.38
Main Street 05/01/96 3,100 (S) 52.32
Main Street 05/01/96 3,600 (S) 52.25
(1) The shares of Common Stock were purchased or sold, as applicable, by HBK
Securities Ltd., which has no beneficial ownership of such shares pursuant to
an Investment Management Agreement with Investments.
In addition, since 60 days prior to the date on which the Reporting
Persons became the beneficial owner of greater than 5% of the outstanding
shares of the Common Stock, Main Street has sold Debentures in over-the-
counter transactions on NASDAQ, as follows:
FACE AMOUNT PRICE PER $100
DATE OF DEBENTURES FACE AMOUNT
04/08/96 $ 5,000,000 $ 79.75
04/08/96 10,000,000 79.75
04/09/96 10,000,000 79.75
04/23/96 1,000,000 80.00
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended in its entirety to read as follows:
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Common Stock or the Debentures owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit 99.2 -- Authorization Certificate for HBK Investments L.P.,
previously filed as Exhibit A.
Exhibit 99.3 -- Authorization Certificate for HBK Main Street
Investments L.P., filed herewith.
Exhibit 99.4 -- Authorization Certificate for HBK Finance L.P.,
filed herewith.<PAGE>
<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: May 7, 1996
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
99.2 Authorization Certificate for HBK Investments L.P.,
previously filed as Exhibit A.
99.3 Authorization Certificate for HBK Main Street Investments
L.P., filed herewith.
99.4 Authorization Certificate for HBK Finance L.P., filed
herewith.
Exhibit 99.1
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.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
Exhibit 99.3
Reference is made to that certain Amended and Restated Agreement of
Limited Partnership of HBK Main Street Investments L.P., a Delaware limited
partnership (the "Partnership"), dated September 1, 1994 (the "Agreement").
All capitalized terms which are not defined herein shall have the meanings set
forth in the Agreement.
The undersigned, being the sole General Partner in the Partnership,
pursuant to Section 8 of the Agreement, does hereby authorize Harlan B.
Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L.
Booth, Jr. and H. Michael Reese to act for and on behalf of the Partnership
and to execute such documents, make such filings, seek such approvals and take
such actions as may be necessary or advisable in order to carry out the
purposes of the foregoing authorization and the intent therefor.
IN WITNESS WHEREOF, the undersigned has executed this Authorization
Certificate as of the 6th day of May, 1996.
General Partner
HBK FUND L.P.,
a Delaware limited partnership
By: HBK Capital L.P.,
a Delaware limited partnership, its
sole general partner
By: HBK Partners I L.P.,
a Delaware limited partnership,
its sole general partner
By: HBK Management LLC,
a Delaware limited liability
company, its sole general
partner
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes
President
Exhibit 99.4
Reference is made to that certain Amended and Restated Agreement of
Limited Partnership of HBK Finance L.P., a Delaware limited partnership (the
"Partnership"), dated January 6, 1994 (the "Agreement"). All capitalized
terms which are not defined herein shall have the meanings set forth in the
Agreement.
The undersigned, being the sole General Partner in the Partnership,
pursuant to Section 8 of the Agreement, does hereby authorize Harlan B.
Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L.
Booth, Jr. and H. Michael Reese to act for and on behalf of the Partnership
and to execute such documents, make such filings, seek such approvals and take
such actions as may be necessary or advisable in order to carry out the
purposes of the foregoing authorization and the intent therefor.
IN WITNESS WHEREOF, the undersigned has executed this Authorization
Certificate as of the 6th day of May, 1996.
General Partner
HBK FUND L.P.,
a Delaware limited partnership
By: HBK Capital L.P.,
a Delaware limited partnership, its
sole general partner
By: HBK Partners I L.P.,
a Delaware limited partnership,
its sole general partner
By: HBK Management LLC,
a Delaware limited liability
company, its sole general
partner
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes
President
