<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NORTHSTAR HEALTH SERVICES, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
666903109
(CUSIP Number)
Thomas W. Zaucha
The Committee to Protect Northstar Health
100 Lafayette Street
Indiana, PA 15701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 1997
(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 |_|.** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
- ------------------------
* A filing fee is not being paid with this statement pursuant to SEC Release No.
33-7331 whereby the filing fee has been eliminated for Schedule 13D.
<PAGE>2
SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas W. Zaucha
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 75,000
Shares
Beneficially 8 Shared Voting Power
Owned By 667,201 (with Alice L. Zaucha as
Each Tenants by the Entirety)
Reporting 207,757 (as co-general partner
Person Zaucha Family Limited Partnership)
With
9 Sole Dispositive Power
75,000
10 Shared Dispositive Power
667,201 (with Alice L. Zaucha as
Tenants by the Entirety)
207,757 (as co-general partner
Zaucha Family Limited Partnership)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
949,958
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
16.19%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Commonwealth Associates
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York limited partnership
7 Sole Voting Power
Number of 86,497
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 86,497
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
86,497
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
1.47%
14 Type of Reporting Person*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4
SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael S. Falk
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 86,497
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 86,497
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
86,497
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
1.47%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>5
SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Micallef
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 40,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 40,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
0.68%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>6
SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basil J. Asciutto
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
0.34%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>7
Item 1.
Item 1 of Amendment No. 3 (as defined below) is hereby amended as follows.
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") relates to shares of
common stock, $0.01 par value per share (the "Common Stock"), of Northstar
Health Services, Inc., a Delaware corporation ("Northstar" or the "Company"),
with principal executive offices located at The Atrium, 665 Philadelphia Street,
Indiana, PA 15701. This Amendment No. 4 supplements and amends Amendment No. 3
to Schedule 13D ("Amendment No. 3"), as filed by Thomas W. Zaucha, who is one of
the Reporting Persons, as defined herein, with the Securities and Exchange
Commission (the "Commission") on March 31, 1997. Amendment No. 3 is
supplementally amended as follows.
Item 4. Purpose of Transaction.
Item 4 of Amendment No. 3 is hereby supplemented by adding the following to the
end thereof:
On April 4, 1997, Chief District Judge Donald E. Ziegler
of the United States District Court for the Western District of
Pennsylvania entered an order (the "Order"), making the transcript of the
proceedings held before him on March 28, 1997 in the case entitled Northstar
Health Services Inc. v. Thomas Zaucha et al. part of the record in the case
and ordering that the transcript shall constitute a record of the Settlement
Agreement reached by the parties on March 28, 1997. At the conference before
Chief District Judge Zeigler on March 28, 1997, the parties agreed, among
other things, to file an action in Delaware Chancery Court to resolve on an
expedited basis the dispute concerning the results of the recently completed
consent solicitation. A copy of Chief District Judge Zeigler's Order,
including a copy of the transcript of the proceedings, which contain all the
terms of the parties' agreement, is attached as Exhibit A hereto.
<PAGE>8
Following the hearing before Chief District Judge Zeigler on
March 28, 1997, and in what the Reporting Persons believe to be a violation of
the parties' agreement, Messrs. Brody and Smallacombe caused the Company to
complete the audit of its 1996 financial statements and file its annual report
on Form 10-K, without the consent of the Zaucha Board, and despite the fact that
the Company was entitled to a 15-day extension of the 10-K filing deadline. On
April 1, 1997, Mr. Zaucha and the other defendants filed a Motion to Modify and
Enforce Settlement Order and for Sanctions against the Brody Board and its
counsel for violation of the Order.
Item 5. Interest in Securities of the Issuer.
Item 5 of Amendment No. 3 is hereby supplementally amended as follows.
(a)(i) On the date of this Statement, the Reporting Persons may be
deemed collectively to beneficially own 1,096,455 shares of Common Stock or
18.68% of the outstanding shares of Common Stock.
(iii) On the date of this Statement, Commonwealth may be deemed to
be a beneficial owner of 86,497 shares of Common Stock or 1.47% of the Common
Stock outstanding. Commonwealth disclaims beneficial ownership with respect to
any of the shares of Common Stock reported as owned by Mr. Zaucha and his spouse
or the Zaucha Family Limited Partnership. In addition, Commonwealth holds
730,084 shares of Common Stock for the account of its customers as described in
Item 5(b)(iv) below.
(iv) On the date of this Statement, Mr. Falk may be deemed to be a
beneficial owner of 86,497 shares of Common Stock or 1.47% of the Common Stock
outstanding. Mr. Falk disclaims beneficial ownership with respect to any of the
shares of Common Stock reported as owned by Mr. Zaucha and his spouse or the
Zaucha Family Limited Partnership. In addition, Mr. Falk holds 730,084 shares of
Common Stock for the account of Commonwealth's customers as described in Item
5(b)(iv) below.
(b)(iv) As of the date of this Statement, Commonwealth holds
871,581 shares of Company Common Stock, constituting approximately 14.86% of the
outstanding shares, for the brokerage accounts of its various customers, which
holdings include 86,497 shares held for its own account as of the close of
business on April 7, 1997 in connection with its market-making activity in the
Common Stock and 55,000 shares held in the accounts of Commonwealth's officers
and directors. Such customers have sole voting and dispositive power over such
shares and Commonwealth disclaims any
<PAGE>9
beneficial ownership thereof, although it intends to recommend to its customers
that they support the changes described in Item 4.
(v) As of the date of this Statement, Mr. Falk, by virtue of his
positions at Commonwealth and Commonwealth Associates Management Company, Inc.,
may be deemed to be a beneficial owner of the 871,581 shares of Company Common
Stock held by Commonwealth as described in (iv) above.
Item 7. Material to Be Filed as Exhibits
Item 7 of Amendment No. 3 is hereby amended by adding the following to the end
thereof:
1. Order, dated April 4, 1997, by Chief District Judge Donald E. Ziegler
of the United States District Court for the Western District of Pennsylvania,
with attached transcript of proceedings held on March 28, 1997.
2. Joint Filing Agreement, dated April 7, 1997, pursuant to Rule 13d-f(1)
between Thomas W. Zaucha, Commonwealth Associates, Michael S. Falk, Joseph F.
Micallef and Basil J. Asciutto.
<PAGE>10
SIGNATURES
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.
Date: April 7, 1997 THOMAS W. ZAUCHA
/s/ Thomas W. Zaucha
Thomas W. Zaucha
Date: April 7, 1997 COMMONWEALTH ASSOCIATES
By: Commonwealth Associates Management
Company, Inc., its general partner
By: /s/ Basil Asciutto
Name: Basil Asciutto
Title: Chief Operating Officer
Date: April 7, 1997 MICHAEL S. FALK
/s/ Michael S. Falk
Michael S. Falk
Date: April 7, 1997 JOSEPH F. MICALLEF
/s/ Joseph F. Micallef
Joseph F. Micallef
Date: April 7, 1997 BASIL J. ASCIUTTO
/s/ Basil J. Asciutto
Basil J. Asciutto
<PAGE>
EXHIBIT INDEX
A. Order, dated April 4, 1997, by Chief District Judge Donald E. Ziegler
of the United States District Court for the Western District of
Pennsylvania, with attached transcript of proceedings held on March
28, 1997.
B. Joint Filing Agreement, dated April 7, 1997, pursuant to Rule 13d-f(1)
between Thomas W. Zaucha, Commonwealth Associates, Michael S. Falk,
Joseph F. Micallef and Basil J. Asciutto.
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
- --------------------------------X
NORTHSTAR HEALTH SERVICES, INC. :
Plaintiff :
vs. : Civil Action No. 97-510
THOMAS ZAUCHA, et al. :
Defendant. :
- --------------------------------X
ORDER OF COURT
AND NOW, this 4th day of April, 1997,
IT IS ORDERED that the attached transcript shall be and hereby
is made part of the record at the above Civil Action No. 97-510.
IT IS FURTHER ORDERED that the attached transcript shall
constitute a record of the Settlement Agreement reached by the parties on March
28, 1997.
/s/ Donald E. Ziegler
------------------------------
Donald E. Ziegler
Chief Judge
cc: Counsel of record.
<PAGE>1
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
- --------------------------------X
NORTHSTAR HEALTH SERVICES, INC. :
Plaintiff :
vs. : Civil Action No. 97-0510
THOMAS ZAUCHA, et al. :
Defendants :
- --------------------------------X
PROCEEDINGS
Transcript of hearing commencing on FRIDAY, MARCH 28, 1997, United
States District Court, Pittsburgh, Pennsylvania, before Honorable DONALD
ZIEGLER, Chief District Judge.
APPEARANCES:
For the Plaintiff: By: Paul Manion, Esq.
Mary Jo Rebel, Esq.
Stuart L. Shapiro, Esq.
Paul Titus, Esq.
For the Defendants: By: Steven H. Reisberg, Esq.
David G. Ries, Esq.
Donald M. Lund, Esq.
Reported by:
Patricia W. Sherman
Official Court Reporter
1017A USPO & Courthouse
Pittsburgh, Pennsylvania 15219
(412) 281-6855
Proceedings recorded by mechanical stenography. Transcript produced by
computer-aided transcription.
<PAGE>2
FRIDAY MORNING, MARCH 28, 1997, 11:15 A.M.
THE COURT: This case is entitled Northstar Health Services,
Inc., as plaintiff, vs. Thomas W. Zaucha and others as defendants, Civil Action
No. 97-0510 wherein pending before the Court is a motion for a preliminary
injunction and temporary restraining order. The defendants responded with a
motion for stay and a motion to dismiss.
The Court scheduled a status conference and a number of the
principals are present with their able lawyers, and I am pleased to announce
that a partial resolution of this matter apparently has been consummated.
Counselor, do you want to summarize the terms and conditions?
MR. REISBERG: Yes, Your Honor. The terms are as follows:
One, the parties agree that they will file a Section 225
proceeding under Delaware law and seek an expedited resolution of that action
before the Delaware Chancery Court.
Two, the parties agree to a stay of the Pittsburgh action
pending the outcome of the Delaware proceeding.
Three, each party will pay all of their own attorney fees and
expenses in connection with the Delaware Section 225 action. Only the party who
is the successful party in that action will be entitled to seek reimbursement of
those fees and expenses from the company.
<PAGE>3
Four, the parties agree to abide by the decision of the
Delaware Chancery Court. This means that if Mr. Zaucha and his slate of
directors is confirmed by the Delaware Chancery Court, then the Brody board will
dismiss this action with prejudice.
I can't remember the number -- maybe it's six.
THE COURT: Five.
MR. REISBERG: Thank you. During the interim period while the
Delaware action is pending, it is agreed as follows: A, Northstar will not take
any action that requires board approval without the mutual consent of both the
Zaucha board and the Brody board. The parties will cooperate to the extent that
board approval is required for such items as the completion of the audit.
B, no company funds will be further expended in connection
with any costs related to the proxy contest or the related litigation.
C, Mr. Watson is to remain as president of the company during
this interim period with his authority limited to the routine day-to-day
operations of the company.
D, no further payments will be made pursuant to any consulting
or other agreements to any other person.
And E, the parties will jointly agree upon a filing of this
agreement with the SEC and a press release. No other press releases will be made
by either party commenting on the
<PAGE>4
proceedings. Your Honor, that's my understanding of what my outline was.
THE COURT: I have one question. You stated that the parties
will abide by the decision of the Chancery Court of Delaware. Does that mean
that the decision of the Chancery Court will be final and binding with no right
of appeal to either side?
MR. SHAPIRO: I don't think that was what was proposed.
MR. REISBERG: I hadn't thought about that, Your Honor. I
wouldn't -- I don't object if the parties have a right to appeal that
determination. I don't know what the other --
MR. SHAPIRO: I would cut off that. So, I think we're in
agreement that it meets -- the decision of the Delaware courts would be abided
by. In other words, this case will --
THE COURT: You're talking about years of litigation before it
gets to the Delaware Supreme Court.
MR. SHAPIRO: I don't think, so, Your Honor.
THE COURT: You're talking at least 24 months.
MR. SHAPIRO: I don't think that either, a case like this. But
I --
MR. REISBERG: Your Honor, we would abide by the decision, Tom.
I think we'd abide by the decision of the Delaware Chancery Court. That would be
acceptable to us.
MR. SHAPIRO: Your Honor, if the Chancery Court were to decide
promptly, and then there were an appeal, the decision would be effective and
whoever the board was as a result of that
<PAGE>5
decision would take control. So, if I'm wrong and Your Honor is right, which
occasionally happens in my experience, and it took 24 months, it would all be
moot.
If it took through two weeks or three weeks for the Delaware
Supreme Court, which they do very quickly on this kind of thing, I don't think
it's going to be meaningful. I hate to sort of give up a right to appeal without
having thought about it, but I don't think it's going to have an impact on the
situation.
MR. REISBERG: Your Honor, if I may, given Mr. Shapiro's
comment, it does resolve a problem which I just replied to which is certainty.
That is a problem if it was uncertainty about who the board was during the
appeal period. I think we are in agreement that upon the ruling of Delaware
Chancery Court, whatever board is affirmed by that court will be able to take
office immediately.
MR. SHAPIRO: I think certainty is so important that both sides
ought to agree to that, and we do.
THE COURT: So, we are agreed on that point?
MR. SHAPIRO: Yes.
THE COURT: Whatever the Chancery Court rules with respect to
the competing boards will be accepted by the other side and the victor will
assume control of the company.
MR. SHAPIRO: Right. Without waiving rights on the appeal.
There was one point that Mr. Reisberg mentioned which I
<PAGE>6
don't think was in the original proposition which was the limitation of Mr.
Watson's authority as the president. That's not something that anybody
discussed. I don't know what it means. I'd rather stay with the proposition that
was made that we accepted.
THE COURT: What do you define as the duties of Mr. Watson?
MR. REISBERG: Your Honor, we recognize that during this
interim period, we have to accept somebody running the company on a day-to-day
basis. What we don't want happening during this period is for Mr. Watson to make
decisions such as firing senior employees, hiring senior employees, making
decisions to make major purchases or sales of assets.
I think it's, since we're talking a relatively short period of
time, it should be possible to run a business, open the doors in the morning,
and conduct your routine business without having to make what are otherwise
decisions which the new management really should have the right to make.
THE COURT: What is your advice?
MR. SHAPIRO: I don't -- I just -- I'm disabled to respond
because I have no knowledge whether there were issues coming up in the next two
or three weeks.
What I assumed was that the management wasn't going to be able
to make any decisions that required board approval. This was the proposal but
they'd be able to manage the business in the
<PAGE>7
ordinary course. If that means you catch somebody stealing, you fire them. It
seems to me you got to be able to do that. If you have a vendor that submitted a
bill, you got to be able to pay him. I didn't -- you're going to end up spending
a lot of time running the business if we have to squabble over decisions over
the next two or three weeks.
THE COURT: There are two examples he has cited --
MR. REISBERG: That day-to-day operation of the business, the
decision to fire the chief financial officer and hire someone else, I suggest is
not something that has to be done within the next two or three weeks.
THE COURT: I agree with that.
MR. REISBERG: To open a client doesn't have to be decided
within the next few weeks. I don't think we have a dispute. I just don't want
the other side to say, look, well, look, because this is the Brody board,
nevertheless, it is a senior management decision, we have carte blanche here.
That would put us in -- it would be very uncomfortable.
THE COURT: Let's work it out. What is your suggestion, Paul?
MR. TITUS: What I had was a little different thing than what
I had heard. That is, no payments to consultants, and frankly, I don't know who
consultants are. Certainly in terms of incurring further fees from this day
forward or in terms of something like that, but there may be fees that are due
and owing
<PAGE>8
and anything that's due and owing as of today would be paid in the ordinary
course. I would assume they mean going forward from today is what we're talking
about.
MR. REISBERG: I'm talking about going forth from today.
THE COURT: Are your concerns concerning discharge? You
mentioned someone may be discharged which you thought would be part of this
ongoing dispute? Do you have someone in mind?
MR. REISBERG: In the past, Your Honor, there had been people
in the senior management position, I believe it was a treasurer, who was fired
over Mr. Zaucha's objections. We wouldn't want change in senior -- there are
many people in current jobs who Mr. Zaucha wants to retain. We won't want them
fired by this named management during the next few weeks. Is that contemplated
at all, Mr. Shapiro?
MR. SHAPIRO: Apparently, no. There were some people fired this
week but they were fired by Mr. Zaucha when they broke into the office. I don't
think anybody else is -- anybody on this side of the table is contemplating
firing anybody.
MR. REISBERG: Your Honor, as long as they don't and since I'm
also thinking that they were creating an issue that may not exist as long as the
other side is keeping us advised of these management issues, we can always, if
we have disagreement, bother your Court. I hope that won't happen.
MR. SHAPIRO: We're not going to presume to do that.
<PAGE>9
THE COURT: Anything else you gentlemen want to place on the
record? What is your name, sir?
MR. WATSON: David Watson, president. Since my name is being
banded about here, so informally, I thought I would at least say that I have
been running the company with Tom Zaucha for many, many years. I do think I have
rather good judgment about firing and hiring people, and I really don't expect
my authority to be limited to the point where I have to ask questions everyday
of an eleven member board.
In fact, this company is in a rather difficult period of time
where we are looking at limiting expenses and potentially closing some things
and opening others.
Contracts. We have a potential contract we can sign in the
next week. There is positive things. I have never done anything that would be
negative toward the company. I do not think that I should be having my power
limited in the normal course of business.
MR. REISBERG: Your Honor --
THE COURT: That's the key phrase.
MR. WATSON: That's all I've been doing in the normal course of
business.
MR. REISBERG: Your Honor, I believe Mr. Watson's position is
really a caretaker right now, pending the outcome of this proceeding, rather
than an active manager's decision about active management of this company and
which way it's going to go.
<PAGE>10
We should decide who is going to control first as caretaker,
and given the relationship between the two, leaving the company in Mr. Watson's
hands on a day-to-day basis for routine business decisions.
THE COURT: Fine. Does that solve it?
MR. SHAPIRO: I think so.
THE COURT: Very good, sir. Anything else you want to place on
the record? Very good. Thank you. Have a nice holiday.
* * * * *
I certify that the foregoing is a correct transcript from the
record of proceedings in the above-entitled matter.
Dated: 3-31-97 /s/ Patricia W. Sherman
Patricia W. Sherman,
Official Court Reporter
<PAGE>1
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 4 to the
statement on Schedule 13D with respect to the shares of Common Stock of
Northstar Health Services, Inc., dated April 7, 1997, and any further amendments
thereto signed by each of the undersigned shall be filed on behalf of each of
them pursuant to and in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934.
Date: April 7, 1997 THOMAS W. ZAUCHA
/s/ Thomas W. Zaucha
Thomas W. Zaucha
Date: April 7, 1997 COMMONWEALTH ASSOCIATES
By: Commonwealth Associates Management
Company, Inc., its general partner
By: /s/ Basil Asciutto
Name: Basil Asciutto
Title: Chief Operating Officer
Date: April 7, 1997 MICHAEL S. FALK
/s/ Michael S. Falk
Michael S. Falk
Date: April 7, 1997 JOSEPH F. MICALLEF
/s/ Joseph F. Micallef
Joseph F. Micallef
Date: April 7, 1997 BASIL J. ASCIUTTO
/s/ Basil J. Asciutto
Basil J. Asciutto
