UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
THOMAS GROUP, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
884402108
(CUSIP Number)
HOLLYBANK INVESTMENTS, LP
P.O. BOX 190240
MIAMI BEACH, FLORIDA 33119
(617) 310-5110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 23, 1999(1)
(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(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
- ---------------
(1) Hollybank Investments LP and Dorsey R. Gardner have previously filed a
timely Schedule 13G. This Schedule 13D is being filed to bring Hollybank
Investments, LP, Thistle Investments LLC, Timothy G. Caffrey, and Dorsey R.
Gardner under the current filing regime.
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 2 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 765,457
BENEFICIALLY
OWNED BY
-------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
765,457
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,457
-------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 3 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thistle Investments LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 77,400
BENEFICIALLY
OWNED BY
-------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
77,400
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,400
-------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 4 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 106,800XX
SHARES XX Please refer to Item 5, page 5 for disclaimer of
BENEFICIALLY beneficial ownership
--------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON WITH
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
106,800XX
XX Please refer to Item 5, page 5 for disclaimer of
beneficial ownership
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,800XX
XX Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%XX
XX Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 5 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Caffrey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,000XX
SHARES XX Please refer to Item 5, page 5 for disclaimer of
BENEFICIALLY beneficial ownership
--------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON WITH
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,000XX
XX Please refer to Item 5, page 5 for disclaimer of
beneficial ownership
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000XX
XX Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0004%XX
XX Please refer to Item 5, page 5 for disclaimer of beneficial
ownership
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 6 OF 12 PAGES
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.01 per share (the "Shares"), of Thomas
Group, Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 5215 North O'Conner Boulevard, Suite
2500, Irving, Texas 75039-3714
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP"), Thistle Investments LLC, a Delaware limited
liability company ("LLC"), Dorsey R. Gardner, a general partner of LP and
managing member of LLC ("Gardner") and Timothy G. Caffrey, a general partner of
LP and managing member of LLC ("Caffrey"). The business address of Gardner, LP
and LLC is P.O. Box 190240, Miami Beach, Florida 33119. The business address of
Caffrey is One International Place, Suite 2401, Boston, Massachusetts 02110. LP
was formed on January 14, 1994, and is authorized to conduct any business which
may be legally conducted by a limited partnerhsip under the laws of Delaware.
Caffrey became a general partner of LP on January 1, 1999. LLC was organized on
January 21, 1999 and is authorized to conduct any business which may be legally
conducted by a limited liability company under the laws of Delaware. As of the
date hereof, the sole business of each LP and LLC is securities investment.
During the last five years, neither Gardner, Caffrey, LP nor LLC has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemenaors), nor has Gardner, Caffrey, LP or LLC been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which Gardner, Caffrey, LP or LLC was or is subject to a judgement,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement relates specifically to the following transactions in the
Shares: LP's October 28, 1998 purchase of 10,000 Shares at a per share price of
$9.19; LP's October 30, 1998 purchase of 10,000 Shares at a per share price of
$9.31; LP's November 5, 1998 purchase of 10,000 Shares at a per share price of
$9.97; LP's February 23, 1999 purchase of 19,500 Shares at a per share price of
$9.64; LP's February 23, 1999 purchase of 40,000 Shares at a per share price of
$9.63; LP's February 24, 1999 purchase of 6,007 Shares at a per share price of
$9.46; LP's February 24, 1999 purchase of 10,000 Shares at a per share price of
$9.63; LP's February 25, 1999 purchase of 25,000 Shares at a per share price of
$9.50; LP's February 26, 1999 purchase of 25,000 Shares at a per share price of
$9.14; LP's March 1, 1999 purchase of 2,500 Shares at a per share price of
$9.07; LLC's February 4, 1999 purchase of 3,000 Shares at a per share price of
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 7 OF 12 PAGES
$9.43; LLC's February 5, 1999 purchase of 1,000 Shares at a per share price of
$9.43; LLC's February 5, 1999 purchase of 4,000 Shares at a per share price of
$9.49; LLC's February 8, 1999 purchase of 6,000 Shares at a per share price of
$9.49; LLC's February 9, 1999 purchase of 100 Shares at a per share price of
$9.43; LLC's February 11, 1999 purchase of 4,000 Shares at a per share price of
$9.49; LLC's February 12, 1999 purchase of 2,500 Shares at a per share price of
$9.49; LLC's February 12, 1999 purchase of 5,000 Shares at a per share price of
$9.56; LLC's February 12, 1999 purchase of 5,300 Shares at a per share price of
$9.54; LLC's February 16, 1999 purchase of 14,000 Shares at a per share price of
$9.58; LLC's February 17, 1999 purchase of 7,000 Shares at a per share price of
$9.49; LLC's February 18, 1999 purchase of 3,500 Shares at a per share price of
$9.34; LLC's February 19, 1999 purchase of 12,000 Shares at a per share price of
$9.49; LLC's February 23, 1999 purchase of 10,000 Shares at a per share price of
$9.61; Gardner's October 26, 1998 purchase of 2,500 Shares at a per share price
of $9.06; Gardner's October 29, 1998 purchase of 2,300 Shares at a per share
price of $9.06;.and Gardner's November 4, 1998 purchase of 2,000 Shares at a per
share price of $9.87. Prior to becoming a general partner of LP and a managing
member of LLC, Caffrey purchased 1,000 Shares at a per share price of $9.31 on
March 6, 1998 and 1,000 Shares at a per share price of $9.31 on March 16, 1998.
These purchases were executed as NASDAQ trades. These purchases, when aggregated
with Gardner's, LLC's and LP's previously purchased Shares, gave Gardner and
Caffrey deemed beneficial ownership of 951,657 of the 4,896,219 outstanding
Shares, triggering this reporting requirement on Schedule D. LP and LLC used
their respective working capital for these purchases and every other purchase,
while Gardner and Caffrey used their personal funds for these purchases and
every other purchase.
ITEM 4. PURPOSE OF TRANSACTION.
LP, LLC, Gardner and Caffrey have acquired their respective shares
strictly for the purpose of equity security investment. Neither LP, LLC, Gardner
nor Caffrey has any present plans or proposals which would relate to or result
in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 8 OF 12 PAGES
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
LP and Gardner have previously filed a Schedule 13G with the SEC. A
Schedule 13D is being filed because Gardner's total purchases exceed one percent
of the Company's outstanding Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) As of the date of this Statement, LP is the beneficial owner of
765,457 Shares (approximately 15.6% of the 4,896,219 outstanding Shares on April
30, 1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Gardner and Caffrey, as general partners
of LP, may be deemed to beneficially own Shares beneficially owned by LP. Except
to the extent of their interest as a limited partner in LP, Gardner and Caffrey
expressly disclaim such beneficial ownership and the filing of this statement
shall not be construed as an admission that Gardner or Caffrey is the beneficial
owner of the Shares owned by LP and covered by this Statement.
(ii) As of the date of this Statement, LLC is the beneficial owner of
77,400 Shares (approximately 1.6% of the 4,896,219 outstanding Shares on April
30, 1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Gardner and Caffrey, as managing members
of LLC, may be deemed to beneficially own Shares beneficially owned by LLC.
Except to the extent of their interest as a member in LLC, Gardner and Caffrey
expressly disclaim such beneficial ownership and the filing of this statement
shall not be construed as an admission that Gardner or Caffrey is the beneficial
owner of the Shares owned by LLC and covered by this Statement.
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 9 OF 12 PAGES
(iii) As of the date of this Statement, Gardner beneficially owns 106,800
Shares (approximately 2.2% of the 4,816,219 outstanding Shares on April 30,
1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Except to the extent of his interest as
a limited partner in LP and member of LLC, Gardner expressly disclaims
beneficial ownership of any Shares which may be beneficially owned by LP and
LLC, and the filing of this statement shall not be construed as an admission
that Gardner is the beneficial owner of such Shares.
(iv) As of the date of this Statement, Caffrey beneficially owns 2,000
Shares (approximately .0004% of the 4,816,219 outstanding Shares on April 30,
1999, based on information provided in the Company's most recent Quarterly
Report on Form 10Q filed May 14, 1999). Except to the extent of his interest as
a limited partner in LP and member of LLC, Caffrey expressly disclaims
beneficial ownership of any Shares which may be beneficially owned by LP and
LLC, and the filing of this statement shall not be construed as an admission
that Caffrey is the beneficial owner of such Shares.
(b) LP has sole voting power and sole investment power with respect to the
Shares reported in (a)(i) above. LLC has the sole voting power and sole
investment power with respect to the Shares reported in (a)(ii) above. Gardner
has sole voting power and sole investment power with respect to the Shares
listed in (a)(iii) above. Caffrey has the sole voting power and sole investing
power with respect to the Shares reported in (a)(iv) above.
(c) (i) LP has, during the past 60 days, not effected any
Share transactions.
(ii) LLC has, during the past 60 days, not effected any Share
transactions.
(iii) Gardner has, during the past 60 days, not effected any Share
transactions.
(iv) Caffrey has, during the past 60 days, not effected any Share
transactions.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of Shares
reported on this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangement, understandings or relationships
(legal or otherwise) between LP, LLC, Gardner or Caffrey and any other person
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 10 OF 12 PAGES
with respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed herewith as an exhibit to this statement:
(a) Joint Filing Agreement
(b) Power of Attorney
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 11 OF 12 PAGES
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.
HOLLYBANK INVESTMENTS, LP
By:/s/ Timothy G. Caffrey
-------------------------
Timothy G. Caffrey
General Partner
THISTLE INVESTMENTS LLC
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Managing Member
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By: Timothy G. Caffrey, Attorney-in-fact
/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Date: June 23, 1999
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 2 OF 12 PAGES
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
99.2 Power of Attorney
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Thomas Group, Inc. or any subsequent acquisitions or disposition of equity
securities of Thomas Group, Inc. by any of the undersigned.
Date: June 23, 1999
HOLLYBANK INVESTMENTS, LP
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
Thistle Investments Llc
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Managing Member
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By: Timothy G. Caffrey, Attorney-in-fact
/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Timothy G. Caffrey, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in each the undersigned's
individual capacity, as a general partner by Hollybank Investments, LP
("LP") and as a managing member of Thistle Investments LLC ("LLC"),
Schedule 13D and any amendments thereto in accordance with Section
13(d) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all act for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedule 13D and any amendments thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is LP or LLC assuming, any of the undersigned's responsibilities to comply
with Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and any amendments
thereto with respect to the undersigned's holdings of and transactions in
securities issued by LP and LLC, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of June, 1999.
/s/ Dorsey R. Gardner
-----------------
Signature
Dorsey R. Gardner, individually and as
General Partner of Hollybank Investments,
LP and Managing Member of Thistle
Investments LLC
2
