<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(FINAL AMENDMENT)
Data Systems & Software Inc.
----------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
237887104
-------------
(CUSIP Number)
Mr. Yacov Kaufman
200 Route 17, Mahwah, New Jersey 07430
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1998
-------------------------------------------------------
(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. [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 1 of 16 Pages
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 2 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Holdings, Inc.
IRS Identification No. of above person: 75-2354593
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 0
8. Shared voting power: 150,000 shares
9. Sole dispositive power: 0
10. Shared dispositive power: 310,000 shares
11. Aggregate amount beneficially owned by each reporting person:
310,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [ ]
13. Percent of class represented by amount in Row (11): 4.21%
14. Type of reporting person: CO
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 3 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Capital Advisors, Inc.
IRS Identification No. of above person: 75-2681494
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 0
8. Shared voting power: 0
9. Sole dispositive power: 0
10. Shared dispositive power: 160,000 shares
11. Aggregate amount beneficially owned by each reporting person:
160,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 2.17%
14. Type of reporting person: IA
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 4 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Capital Partners, Inc.
IRS Identification No. of above person: 75-2551678
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 0
8. Shared voting power: 150,000 shares
9. Sole dispositive power: 0
10. Shared dispositive power: 150,000 shares
11. Aggregate amount beneficially owned by each reporting person:
150,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 2.04%
14. Type of reporting person: CO
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 5 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Jeffrey A. Cummer
IRS Identification No. of above person:
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 1,800 shares
8. Shared voting power: 160,000 shares
9. Sole dispositive power: 1,800 shares
10. Shared dispositive power: 320,000 shares
11. Aggregate amount beneficially owned by each reporting person:
321,800 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 4.37%
14. Type of reporting person: IN
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 6 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Dwayne A. Moyers
IRS Identification No. of above person:
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 11,600 shares
8. Shared voting power: 160,000 shares
9. Sole dispositive power: 11,600 shares
10. Shared dispositive power: 320,000 shares
11. Aggregate amount beneficially owned by each reporting person:
331,600 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 4.50%
14. Type of reporting person: IN
PAGE
<PAGE>
CUSIP No.: 237887104 13D Page 7 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Holdings, Inc. Profit
Sharing Plan
IRS Identification No. of above person: 75-2625318
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
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: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 10,000 shares
8. Shared voting power: 0
9. Sole dispositive power: 10,000 shares
10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person:
10,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [ ]
13. Percent of class represented by amount in Row (11): 0.14%
14. Type of reporting person: EP
PAGE
<PAGE>
DATA SYSTEMS & SOFTWARE INC.
SCHEDULE 13D
ITEM 1. Security and Issuer
The class of securities to which this statement relates is
the common stock, par value $0.01 per share (the "Common Stock"),
of Data Systems & Software Inc., a Delaware corporation (the
"Issuer"), which has its principal executive offices located at 200
Route 17, Mahwah, New Jersey 07430.
ITEM 2. Identity and Background
This statement is being filed by the following beneficial
owners of 333,400 (see Item 5) shares of Common Stock (approximate-
ly 4.52%) of the total number of shares of Common Stock outstanding
as of October 31, 1997 (collectively referred to as the "Reporting
Persons"):
Cummer/Moyers Holdings, Inc. ("Holdings") is a holding
company incorporated on November 30, 1990 under the laws
of the state of Texas and is principally engaged,
through its wholly-owned subsidiary, Cummer/Moyers
Securities, Inc., in the securities business. Holdings,
through its other subsidiaries, also provides investment
advisory and other financial services to its clients.
The address of its principal business is 3417 Hulen
Street, Fort Worth, Texas 76107.
Cummer/Moyers Capital Partners, Inc. ("Capital
Partners") is a Texas corporation which serves as the
corporate general partner of Investors Strategic
Partners I, Ltd., a Texas limited partnership which
operates as an investment limited partnership, investing
primarily in equity securities (the "Partnership"). As
the corporate general partner of the Partnership,
Capital Partners provides management services to the
Partnership and in this capacity is responsible for
investment decisions, portfolio management, and trading
activities. Capital Partners is a wholly-owned
subsidiary of Holdings. The address of its principal
business is 3417 Hulen Street, Fort Worth, Texas 76107.
Cummer/Moyers Capital Advisors, Inc. ("Advisors") is a
Texas corporation which is engaged in the business of
providing investment advisory services. Advisors is an
investment advisor registered with the Securities and
Exchange Commission and is also a wholly-owned
subsidiary of Capital Partners. The address of its
principal business is 3417 Hulen Street, Fort Worth,
Texas 76107.
Jeffrey A. Cummer ("Mr. Cummer"), whose business address
is 3417 Hulen Street, Fort Worth, Texas 76107, serves as
the President and a Director of Holdings and its subsid-
Page 8 of 16 Pages
PAGE
<PAGE>
iaries Cummer/Moyers Securities, Inc. ("Securities"),
Capital Partners and Advisors. Mr. Cummer is also a
general partner of Capital Partners. Mr. Cummer is a
United States citizen.
Dwayne A. Moyers ("Mr. Moyers"), whose business address
is 3417 Hulen Street, Fort Worth, Texas 76107, serves as
the Vice President, Secretary, Treasurer and a Director
of Holdings and its subsidiaries Securities, Capital
Partners and Advisors. Mr. Moyers is also a general
partner of Capital Partners. Mr. Moyers is a United
States citizen.
The Cummer/Moyers Holdings Inc. Profit Sharing Plan (the
"Plan") is the profit sharing plan established for the
benefit of the employees of Holdings and its subsidiar-
ies. Mr. Cummer and Mr. Moyers serve as trustees of the
Plan.
During the past five years, the Reporting Persons (Holdings,
Capital Partners, Advisors, Mr. Cummer, Mr. Moyers and the Plan)
have not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violations with respect to
such laws.
The affiliate of the Reporting Persons is as follows:
Securities is a Texas corporation which is engaged in
the securities brokerage business, and is a wholly-owned
subsidiary of Holdings. Securities is registered as a
broker/dealer with the Securities and Exchange
Commission and the National Association of Securities
Dealers, Inc. Mr. Cummer and Mr. Moyers are the
officers and directors of Securities. The address of
its principal business is 3417 Hulen Street, Fort Worth,
Texas 76107.
During the past five years, Securities has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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
activity subject to, federal or state securities laws or finding
any violations with respect to such laws.
Attached hereto as Schedule 1 and incorporated by reference
herein is a table setting forth each of the Reporting Persons,
together with their respective addresses and beneficial ownership
of the Common Stock.
Page 9 of 16 Pages
PAGE
<PAGE>
Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934,
each Reporting Person hereby expressly declares that the filing of
this statement is not an admission that such Reporting Person is
the beneficial owner of any shares of Common Stock other than those
listed on Schedule 1 as being beneficially owned by such Reporting
Person. The Reporting Persons disclaim beneficial ownership of
approximately 85,000 shares of Common Stock of the Issuer held in
non-discretionary client accounts at Securities.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Persons are precluded from making any additional
purchases of shares of Common Stock of the Issuer pursuant to the
terms of the Settlement Agreement between the Reporting Persons and
the Issuer entered into on February 6, 1998 (the "Settlement Agree-
ment"). A copy of the Settlement Agreement is attached hereto as
Exhibit B and by reference made a part hereof.
ITEM 4. Purpose of Transaction
The Reporting Persons are holding the Common Stock of the
Issuer for investment purposes only. Since February 11, 1998, the
Reporting Persons have sold a total of 92,000 shares Common Stock
of the Issuer, and now own less that five percent (5%) of the total
number of shares of Common Stock of the Issuer outstanding as of
October 31, 1997. Accordingly, no further filings on Schedule 13D
are required of the Reporting Persons unless they again become the
beneficial owners of more than five percent (5%) of the Common
Stock of the Issuer.
The Reporting Persons are precluded from making any additional
purchases of shares of Common Stock of the Issuer pursuant to the
terms of the Settlement Agreement.
Additionally, none of the Reporting Persons have any present
plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
The Reporting Persons beneficially own 333,400 shares of the
class of securities identified in Item 1 which is 4.52% of such
class of securities. The information contained in Schedule 1
hereto regarding the aggregate number and percentage of the class
of securities identified in Item 1 beneficially owned by each
Reporting Person is incorporated herein by reference.
The Issuer reported on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997 that it had 7,369,178 shares
of Common Stock outstanding as of October 31, 1997. None of the
Reporting Persons nor their affiliates have any options or warrants
to purchase shares of Common Stock of the Issuer.
Page 10 of 16 Pages
PAGE
<PAGE>
The information contained in Schedule 1 hereto regarding the
power to vote or dispose of securities identified in Item 1
beneficially owned by the Reporting Persons is incorporated herein
by reference. All shares of Common Stock owned by a Reporting
Person who is an individual is subject to such Reporting Person's
sole power to vote and dispose of such shares of Common Stock. All
voting and disposition decisions concerning shares of Common Stock
owned by a Reporting Person that is a corporation will be made by
the majority vote of the Board of Directors of such Reporting
Person, except as provided below:
Advisors has dispositive power, but not voting power,
over 160,000 shares of Common Stock. These shares are
held in various discretionary accounts and voting
control over these shares has been retained by the
discretionary account holders who have contracted with
Advisors for investment advisory services. However, as
the investment advisor with respect to the 160,000
shares held in such discretionary accounts, Advisors
will be able to advise the account holders with respect
to the voting of such shares. Advisors, however, has no
existing arrangements or understanding, whether oral or
written, with the account holders with respect to the
voting of such shares and in particular with respect to
the consent solicitation. Copies of the form of
contracts for advisory services entered into by Advisors
and the discretionary account holders are attached as
Exhibits C-1, C-2 and C-3.
The management and control of the Partnership is vested
exclusively in Capital Partners, Mr. Cummer and Mr.
Moyers as the general partners of the Partnership. In
such capacities Capital Partners, Mr. Cummer and Mr.
Moyers have voting and dispositive power over all
securities acquired by the Partnership. A copy of the
Investors Strategic Partners, I Ltd. Limited Partnership
Agreement is attached hereto as Exhibit D and by refer-
ence made a part hereof.
All voting and disposition decisions concerning shares of
Common Stock owned by the Plan will be made by the trustees of the
Plan, Mr. Cummer and Mr. Moyers.
None of the Reporting Persons effected any transactions in
shares of Common Stock of the Issuer within the sixty (60) days
prior to the date of the event requiring the filing of this
statement, except for:
9,200 shares acquired by Advisors on the open market at prices
ranging from $4.375 to $4.50 per on December 31, 1997:
12-31-97 bought 2,700 shares at $4.50
12-31-97 bought 4,600 shares at $4.50
12-31-97 bought 400 shares at $4.375
12-31-97 bought 1,500 shares at $4.50
Page 11 of 16 Pages
PAGE
<PAGE>
32,000 shares sold by Advisors on the open market at $5.1875 per
share on February 24, 1998.
3,000 shares acquired by Capital Partners on the open market at
$4.50 per share on December 31, 1997.
60,000 shares sold by Capital Partners on the open market at prices
ranging from $4.3125 to $5.00 per share from February 11, 1998 to
February 23, 1998:
02-11-98 sold 10,000 shares at $4.375
02-12-98 sold 30,000 shares at $4.3125
02-18-98 sold 2,500 shares at $5.00
02-20-98 sold 10,000 shares at $5.00
02-23-98 sold 7,500 shares at $4.9375
The Reporting Persons know of no other person who has a right
to receive or the power to direct receipt of dividends or proceeds
from the sale of the securities of the Issuer that are the subject
of this Schedule 13D.
On February 24, 1998 the Reporting Persons ceased to be the
beneficial owners of more than five percent (5%) of the Common
Stock of the Issuer and are no longer subject to the reporting
requirements of Schedule 13D.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except as set forth below, there are no contracts, arrange-
ments, understandings or relationships among the Reporting Persons
or between any of the Reporting Persons and any other person with
respect to any securities of the Issuer.
Advisors has entered into agreements with Securities and its
customers regarding the provision of discretionary investment
advisory services on behalf of such customers. Pursuant to such
agreements Advisors has the sole investment authority with regard
to assets in such customer accounts, while voting control has been
retained by the holders of such accounts. See Exhibits C-1, C-2
and C-3.
Capital Partners serves as the corporate general partner of
the Partnership, and Mr. Cummer and Mr. Moyers serve as the
individual general partners of the Partnership. In these capaci-
ties, Capital Partners, Mr. Cummer and Mr. Moyers have the sole and
exclusive right to buy and sell securities on behalf of the
Partnership and to vote same. Capital Partners', Mr. Cummer's and
Mr. Moyers' authority is set forth in the Limited Partnership
Agreement. See Exhibit D.
The Reporting Persons have entered into the Settlement Agree-
ment with the Issuer, the terms of which preclude the Reporting
Persons from making any additional purchases of shares of Common
Stock of the Issuer. See Exhibit B.
Page 12 of 16 Pages
PAGE
<PAGE>
ITEM 7. Material to be Filed as Exhibits
Except as set forth below, there are no exhibits required to
be filed as part of this Schedule 13D.
Exhibit A Joint Acquisition Statement (incorporated
herein by reference to Exhibit A to the
Reporting Persons' Schedule 13D/A (Amendment
No. 1) filed with the Securities and Exchange
Commission on February 11, 1998)
Exhibit B Settlement Agreement (incorporated herein by
reference to Exhibit B to the Reporting
Persons' Schedule 13D/A (Amendment No. 2)
filed with the Securities and Exchange
Commission on February 11, 1998)
Exhibit C-1 Cummer/Moyers Capital Advisors
Cummer/Moyers Securities
Platinum Account (incorporated herein by
reference to Exhibit B-1 to the Reporting
Persons' Schedule 13D/A (Amendment No. 1)
filed with the Securities and Exchange
Commission on February 11, 1998)
Exhibit C-2 Cummer/Moyers Capital Advisors, Inc.
Cummer/Moyers Securities
Managed Account Service Agreement (incorporat-
ed herein by reference to Exhibit B-2 to the
Reporting Persons' Schedule 13D/A (Amendment
No. 1) filed with the Securities and Exchange
Commission on February 11, 1998)
Exhibit C-3 Cummer/Moyers Capital Advisors
Cummer/Moyers Securities
Managed Investment Program Agreement (incorpo-
rated herein by reference to Exhibit B-3 to
the Reporting Persons' Schedule 13D/A (Amend-
ment No. 1) filed with the Securities and
Exchange Commission on February 11, 1998)
Exhibit D Investors Strategic Partners I, Ltd. Limited
Partnership Agreement (incorporated herein by
reference to Exhibit C to the Reporting
Persons' Schedule 13D/A (Amendment No. 1)
filed with the Securities and Exchange
Commission on February 11, 1998)
Page 13 of 16 Pages
PAGE
<PAGE>
SIGNATURE
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.
CUMMER/MOYERS HOLDINGS, INC.
Dated: March 2, 1998 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: March 2, 1998 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
CUMMER/MOYERS CAPITAL ADVISORS, INC.
Dated: March 2, 1998 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: March 2, 1998 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
CUMMER/MOYERS CAPITAL PARTNERS, INC.
Dated: March 2, 1998 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: March 2, 1998 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
Dated: March 2, 1998 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer
Dated: March 2, 1998 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers
CUMMER/MOYERS HOLDINGS, INC. PROFIT
SHARING PLAN
Dated: March 2, 1998 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, Trustee
Dated: March 2, 1998 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Trustee
Page 14 of 16 Pages
PAGE
<PAGE>
Schedule 1
Reporting Persons and Beneficial Ownership
<TABLE>
<CAPTION>
Address of
Principal Principal Amount
Name of Business Office Business or Beneficially Percent
Reporting Person or Residence Occupation Owned of Class
- --------------------- -------------------- ---------- ------------ --------
<S> <C> <C> <C> <C>
Cummer/Moyers Holdings, 3417 Hulen Street
Inc. Fort Worth, TX 76107 (1) 310,000 (2) 4.21%
Cummer/Moyers Capital 3417 Hulen Street
Advisors, Inc. Fort Worth, TX 76107 (3) 160,000 (4) 2.17%
Cummer/Moyers Capital 3417 Hulen Street
Partners, Inc. Fort Worth, TX 76107 (5) 150,000 (6) 2.04%
Jeffrey A. Cummer 3417 Hulen Street
Fort Worth, TX 76107 (7) 321,800 (8) 4.37%
Dwayne A. Moyers 3417 Hulen Street
Fort Worth, TX 76107 (9) 331,600 (10) 4.50%
Cummer/Moyers Holdings, 3417 Hulen Street
Inc. Profit Sharing Plan Fort Worth, TX 76107 (11) 10,000 (12) 0.14%
</TABLE>
<TABLE>
<CAPTION>
Number of Shares as
to Which Such Person Has
-----------------------------------------------------------
Sole Power Shared Sole Power Shared Power
to Vote or Power to to Dispose to Dispose
Name of to Direct Vote or to or to Direct or to Direct
Reporting Person Vote Direct Vote Disposition Disposition
- ---------------------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Cummer/Moyers Holdings,
Inc. 0 150,000 0 310,000
Cummer/Moyers Capital
Advisors, Inc. 0 0 0 160,000
Cummer/Moyers Capital
Partners, Inc. 0 150,000 0 150,000
Jeffrey A. Cummer 1,800 160,000 1,800 320,000
Dwayne A. Moyers 11,600 160,000 11,600 320,000
Cummer/Moyers Holdings,
Inc. Profit Sharing Plan 10,000 0 10,000 0
</TABLE>
1 Cummer/Moyers Holdings, Inc. ("Holdings") is principally engaged,
through its wholly-owned subsidiary, Cummer/Moyers Securities, Inc.
("Securities"), in the securities business, and through its other
subsidiaries also provides investment advisory and other financial
services to its clients.
2 Includes 160,000 shares held in discretionary accounts of clients
of Securities, regarding which Cummer/Moyers Capital Advisors, Inc.
("Advisors") has shared dispositive powers; and 150,000 shares owned
by Investors Strategic Partners I, Ltd., a Texas limited partnership
(the "Partnership"), which operates as an investment limited
partnership, investing primarily in equity securities, over which
Cummer/Moyers Capital Partners, Inc. ("Partners"), Jeffrey A. Cummer
and Dwayne A. Moyers have shared voting and dispositive powers as the
general partners of the Partnership. As the sole shareholder of
Advisors and Partners, Holdings is deemed to have shared voting
and/or dispositive powers regarding the shares over which its
subsidiaries exercise such powers.
3 Cummer/Moyers Capital Advisors, Inc. is engaged in the business of
providing investment advisory services.
4 Represents 160,000 shares held in discretionary accounts of clients
of Securities, regarding which Advisors has shared dispositive
powers. Voting control over these shares has been retained by the
discretionary account holders who have contracted with Advisors for
investment advisory services.
5 Cummer/Moyers Capital Partners, Inc. serves as the corporate general
partner of the Partnership.
6 Represents 150,000 shares owned by the Partnership, over which
Partners, Mr. Cummer and Mr. Moyers have shared voting and
dispositive powers as the general partners of the Partnership.
Page 15 of 16 Pages
PAGE
<PAGE>
7 Jeffrey A. Cummer serves as the President and a Director of
Cummer/Moyers Holdings, Inc. and its subsidiaries Cummer/Moyers
Securities, Inc., Cummer/Moyers Capital Partners, Inc. and
Cummer/Moyers Capital Advisors, Inc.
8 Includes 1,800 shares owned of record over which Mr. Cummer has sole
voting and dispositive powers; 160,000 shares held in discretionary
accounts of clients of Securities regarding which Advisors has
shared dispositive powers and regarding which Mr. Cummer has shared
dispositive powers as a director and officer of Advisors; 150,000
shares owned by the Partnership regarding which Mr. Cummer has
shared voting and dispositive powers as a director and officer of
Partners, the corporate general partner of the Partnership, and as
an individual general partner of the Partnership; and 10,000 shares
held by the Cummer/Moyers Holdings, Inc. Profit Sharing Plan (the
"Plan") regarding which Mr. Cummer has shared voting and dispositive
powers as a trustee of the Plan.
9 Dwayne A. Moyers serves as the Vice President, Secretary, Treasurer
and a Director of Cummer/Moyers Holdings, Inc. and its subsidiaries
Cummer/Moyers Securities, Inc., Cummer/Moyers Capital Partners, Inc.
and Cummer/Moyers Capital Advisors, Inc.
10 Includes 11,600 shares owned by the IRA for Dwayne A. Moyers
regarding which Mr. Moyers has sole voting and dispositive powers;
160,000 shares held in discretionary accounts of clients of
Securities regarding which Advisors has shared dispositive powers
and regarding which Mr. Moyers has shared dispositive powers as a
director and officer of Advisors; 150,000 shares owned by the
Partnership regarding which Mr. Moyers has shared voting and
dispositive powers as a director and officer of Partners, the
corporate general partner of the Partnership, and as an individual
general partner of the Partnership; and 10,000 shares held by the
Plan regarding which Mr. Moyers has shared voting and dispositive
powers as a trustee of the Plan.
11 The Cummer/Moyers Holdings Inc. Profit Sharing Plan is the profit
sharing plan established for the benefit of the employees of
Cummer/Moyers Holdings, Inc. and its subsidiaries.
12 Represents 10,000 shares owned by employees of Cummer/Moyers
Holdings, Inc. and its subsidiaries over which the Plan has sole
voting and dispositive powers.
Page 16 of 16 Pages
<PAGE>
