SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 6)*
UnitedGlobalCom, Inc.
(f/k/a United International Holdings, Inc.)
-------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
-----------------------------------------------
(Title of Class of Securities)
913247 50 8
-----------
(CUSIP Number)
Filed pursuant to Rule 13d-2(b)
-------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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>
CUSIP NO.: 913247 50 8 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Albert M. Carollo
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER:
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 312,420 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
312,420 (1)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,420 (1)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.38% (2)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Reflects the 2-for-1 stock split in November 1999. Also, includes 90,000
shares of Class A Common Stock Mr. Carollo would acquire upon exercise of
presently exercisable stock options, and includes 222,420 shares of Class A
Common Stock issuable upon conversion of 222,420 shares of the Issuer's
Class B Common Stock, par value $0.01 per share ("Class B Common Stock"),
owned by Carollo Company, a general partnership, of which Mr. Carollo is a
partner.
(2) Adjusted for the exercise of options and conversion of Class B Common
Stock. Each share of Class A Common Stock is entitled to one vote per share
and each share of Class B Common Stock is entitled to ten votes per share.
Holders of Class A Common Stock and Class B Common Stock vote as a single
class on the election of directors. See Item 8 concerning the election of
directors.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 3 of 12 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Carollo Company
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER:
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 222,420 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
222,420 (1)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,420 (1)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27% (2)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Reflects the 2-for-1 stock split in November 1999. Also, includes 222,420
shares of Class A Common Stock issuable upon conversion of 222,420 shares
of Class B Common Stock owned by Carollo Company, a general partnership.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Item 8 concerning the election of directors.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 4 of 12 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Albert & Carolyn Company
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER:
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 222,412 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
222,412 (1)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,412 (1)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27% (2)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Reflects the 2-for-1 stock split in November 1999. Also, includes 222,412
shares of Class A Common Stock issuable upon conversion of 222,412 shares
of Class B Common Stock owned by Albert & Carolyn Company, a trust.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Item 8 concerning the election of directors.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James R. Carollo Living Trust
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER:
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 222,412 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
222,412 (1)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,412 (1)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27% (2)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Reflects the 2-for-1 stock split in November 1999. Also, includes 222,412
shares of Class A Common Stock issuable upon conversion of 222,412 shares
of Class B Common Stock.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Item 8 concerning the election of directors.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John B. Carollo Living Trust
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER:
-----------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 111,200 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
111,200 (1)
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,200 (1)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.14% (2)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Reflects the 2-for-1 stock split in November 1999. Also, includes 111,200
shares of Class A Common Stock issuable upon conversion of 111,200 shares
of Class B Common Stock.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Item 8 concerning the election of directors.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 7 of 12 Pages
ITEM 1.
(a) Name of Issuer:
UnitedGlobalCom, Inc. (f\k\aUnited International Holdings, Inc.), a
Delaware corporation
(b) Address of Issuer's Principal Executive Offices:
4643 S. Ulster Street
Suite 1300
Denver, Colorado 80237
ITEM 2.
(a) Name of Person(s) Filing:
Albert M. Carollo
Carollo Company, a general partnership
Albert & Carolyn Company, a general partnership
James R. Carollo Living Trust
John B. Carollo Living Trust
(b) Address of Principal Business Office or, if None, Residence:
The address for all Reporting Persons, except James R. Carollo Living
Trust, is:
c/o Sweetwater Television
P.O. Box 9
602 Broadway
Rock Springs, WY 82901
The address for James R. Carollo Living Trust is:
Box 772870
Steamboat Springs, CO 80477
(c) Citizenship:
Albert M. Carollo is a citizen of the USA. The other Reporting Persons are
organized under the laws of the State of Wyoming.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.01 per share
(e) CUSIP Number:
913247 50 8
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 8 of 12 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment Company
Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
investment company under Section 3(c)(14) of the Investment Company Act
Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c) check this box. [ ]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the Issuer identified in Item 1. The information
provided in this Item 4 assumes the conversion of Class B Common Stock for Class
A Common Stock and reflects the 2-for-1 stock split of the Issuer's common stock
on November 30, 1999.
(a) Amount beneficially owned:
Albert M. Carollo beneficially owns 312,420 shares of Class A Common
Stock, which includes presently exercisable options for 90,000
shares and 222,420 shares held by Carollo Company.
Carollo Company beneficially owns 222,420 shares of Class A Common
Stock.
Albert & Carolyn Company beneficially owns 222,412 shares of Class A
Common Stock.
James R. Carollo Living Trust beneficially owns 222,412 shares of
Class A Common Stock.
John B. Carollo Living Trust beneficially owns 111,200 shares of Class
A Common Stock.
(b) Percent of class:
The following percentage interests are based on 81,578,682 shares of Class
A Common Stock outstanding as of December 31, 1999, as provided by the
Issuer.
Albert M. Carollo: 0.38% (adjusted for presently exercisable stock
options)
Carollo Company: 0.27%
Albert & Carolyn Company: 0.27%
James R. Carollo Living Trust: 0.27%
John B. Carollo Living Trust: 0.14%
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 9 of 12 Pages
Each share of Class A Common Stock is entitled to one vote per share and
each share of Class B Common Stock is entitled to ten votes per share.
Holders of Class A Common Stock and Class B Common Stock vote as a single
class on the election of directors. When all classes of stock beneficially
owned by each of the Reporting Persons are aggregated, each Reporting
Person may be deemed to beneficially own voting equity securities
representing the following percentages of the voting power with respect to
a general election of directors:
Albert M. Carollo: 0.84% (adjusted for presently exercisable stock
options)
Carollo Company: 0.81%
Albert & Carolyn Company: 0.81%
James R. Carollo Living Trust: 0.81%
John B. Carollo Living Trust: 0.4%
See Item 8 below for additional information concerning the election of
directors.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: not applicable
(ii) Shared power to vote or to direct the vote (see Item 8 below,
which is incorporated in this Item 4(c) by this reference):
Albert M. Carollo: 312,420 shares, includes 90,000 shares subject to
presently exercisable options
Carollo Company: 222,420 shares
Albert & Carolyn Company: 222,412 shares
James R. Carollo Living Trust: 222,412 shares
John B. Carollo Living Trust: 111,200 shares
(iii) Sole power to dispose or to direct the disposition of: not
applicable
(iv) Shared power to dispose or to direct the disposition of (see Item
8 below, which is incorporated in this Item 4(c) by this reference):
Albert M. Carollo: 312,420 shares, includes 90,000 shares subject to
presently exercisable options
Carollo Company: 222,420 shares
Albert & Carolyn Company: 222,412 shares
James R. Carollo Living Trust: 222,412 shares
John B. Carollo Living Trust: 111,200 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than 5% of
the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 10 of 12 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Albert M. Carollo is the beneficial owner of 90,000 shares of Class A Common
Stock (assumes the exercise of options for 90,000 shares) and 222,420 shares of
Class B Common Stock, which are held in the name of Carollo Company, a general
partnership of which he is a general partner. The Albert & Carolyn Company, the
James R. Carollo Living Trust and the John B. Carollo Living Trust each received
their shares of Class B Common Stock identified in this Schedule 13G, as
amended, from an affiliate of Albert M. Carollo, but Mr. Carollo has retained no
beneficial ownership interest in such shares.
Pursuant to the terms of that certain Stockholders' Agreement, dated April 13,
1993 (the "Stockholders' Agreement"), by and among the Founders and their
Permitted Transferees, Apollo Cable Partners, L.P. ("Apollo") and the Issuer,
Apollo and the Founders agreed to vote in favor of three persons nominated to be
directors by Apollo and nine persons nominated to be directors by the Founders
in the elections of directors of the Issuer. The number of persons Apollo and
the Founders are entitled to nominate for election as directors is subject to
reduction for each group if the percentage of the Issuer's voting securities
beneficially owned by it is reduced below certain levels. The director
nomination rights expire on April 12, 2003, unless earlier terminated. A copy of
the Stockholders' Agreement can be found at Exhibit 10.16 to the Issuer's
Registration Statement on Form S-1 (File No. 33-61376) filed with Securities and
Exchange Commission on April 21, 1993.
The Reporting Persons have been advised that Lawrence F. DeGeorge, Lawrence J.
DeGeorge and Apollo sold all their Class B Common Stock, an aggregate of
9,859,336 shares, to Liberty Media Corporation ("LMC") in 1999 and that, as a
consequence of such sale, those persons are no longer bound by the Stockholders'
Agreement. Pursuant to the terms of the Stockholders' Agreement, LMC succeeded
to certain rights and obligations of Apollo under the Stockholders' Agreement
upon the closing of such transaction. In connection with such transaction, LMC
entered into a Term Sheet (the "Term Sheet") with the Issuer and its subsidiary
United Pan-Europe Communications NV ("UPC"), concerning the Issuer's securities
and other matters and LMC announced it had agreed to assign 50% of such shares
to Microsoft Corporation. The Stockholders' Agreement is to be replaced by a new
agreement when the provisions of the Term Sheet are fully implemented. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Class B
Common Stock held by LMC.
Some Founders have transferred at various times all or a portion of their shares
of the Issuer to the following persons: Albert & Carolyn Company, James R.
Carollo Living Trust, John B. Carollo Living Trust, Curtis Rochelle Trust, Jim
Rochelle, the Marian H. Rochelle Revocable Trust, Kathleen Jaure, The Gene W.
Schneider Family Trust, the Revocable Trust of Janet Schneider, Richard H.
Schneider, Robert A. Schneider, Susan G. Schneider and the Revocable Trust of
Henry H. Cate, Jr. As a result of these transfers, the transferees became
subject to the Stockholders' Agreement. Also, in January/February 1999, Susan G.
Schneider sold all her shares of Common Stock and is no longer bound by the
Stockholders' Agreement. As a result of the foregoing transactions, 1,630,720
shares of Class A Common Stock (includes 1,083,838 shares subject to presently
exercisable options) and 9,014,588 shares of Class B Common Stock are held by
the following current parties to the Stockholders' Agreement: Albert M. Carollo,
Carollo Company, Albert & Carolyn Company, James R. Carollo Living Trust, John
B. Carollo Living Trust, Kathleen Jaure, The Gene W. Schneider Family Trust,
Curtis Rochelle, Curtis Rochelle Trust, Jim Rochelle, Marian Rochelle, the
Marian H. Rochelle Revocable Trust, Gene W. Schneider, G. Schneider Holdings,
Mark Schneider, Janet Schneider, the Revocable Trust of Janet Schneider, Richard
H. Schneider, Robert A. Schneider, Henry H. Cate, Jr., and the Revocable Trust
of Henry H. Cate, Jr.
The Issuer's Board of Directors currently consists of eleven members, nine of
whom may be deemed to have been nominated by the Founders and two of whom have
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 11 of 12 Pages
been elected at the request of LMC and Microsoft. Upon full implementation of
the Term Sheet, it is anticipated that the Founders will nominate eight members
and UPC, LMC and Microsoft will each nominate one member of the Board.
Pursuant to Rule 13d-4, each of the Reporting Persons hereby disclaims
beneficial ownership for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, of the shares of Class A Common Stock and
Class B Common Stock held by LMC, any other Founder or their Permitted
Transferees.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
<PAGE>
CUSIP NO.: 913247 50 8 13G Page 12 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 4, 2000 /s/ Albert M. Carollo
----------------------------------
Albert M. Carollo
CAROLLO COMPANY,
a Wyoming general partnership
Dated: February 4, 2000 By: /s/ Albert M. Carollo
-------------------------------
Albert M. Carollo
General Partner
ALBERT & CAROLYN COMPANY,
a Wyoming general partnership
Dated: February 4, 2000 By: /s/ Albert M. Carollo, Jr.
-------------------------------
Albert M. Carollo, Jr.
General Partner
JAMES R. CAROLLO LIVING TRUST,
a Wyoming trust
Dated: February 4, 2000 By: /s/ James R. Carollo
-------------------------------
James R. Carollo,
Trustee
JOHN B. CAROLLO LIVING TRUST,
a Wyoming trust
Dated: February 4, 2000 By: /s/ John B. Carollo
-------------------------------
John B. Carollo,
Trustee
