SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Holophane Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
436452106
(CUSIP Number)
*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).
**The total number of shares reported herein is 746,815 which constitutes
approximately 6.7% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 11,112,269 shares
outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 10,334 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 10,334 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,334 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.1%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its sole general partner, Acadia FW Partners,
L.P.
(2) Solely in its capacity as the sole general partner of Acadia Electra
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia FW Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 20,763 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 20,763 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
20,763 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its managing general partner, Acadia MGP,
Inc., whose president is J. Taylor Crandall.
(2) Solely in its capacity as the sole general partner of Acadia Partners,
L.P., with respect to 10,334 shares of the Stock.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 20,763 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 20,763 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
20,763 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as the managing general partner of Acadia FW
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,928 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,928 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,928
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, J. Taylor Crandall.
<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: J. Taylor Crandall is a citizen of
the United States of America.
5. Sole Voting Power: 33,852 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 33,852 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
33,852 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.3%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as the President of Acadia MGP, Inc. with respect
to 20,763 shares and solely in his capacity as President of Group 31,
Inc. with respect to 1,928 shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia Electra Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 10,334 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 10,334 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,334
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.1%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its sole general partner, Acadia Partners,
L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
FWHY-Coinvestments V Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: PN
<PAGE>
<PAGE>
1. Name of Reporting Person:
FWHY-Coinvestments II Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.0%
12. Type of Reporting Person: PN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Bondo FTW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 94,124 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 94,124 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
94,124
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, David Bonderman.
<PAGE>
<PAGE>
1. Name of Reporting Person:
David Bonderman
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: David Bonderman is a citizen of
the United States of America.
5. Sole Voting Power: 94,124 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 94,124 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
94,124
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as the President of Bondo FTW, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Glenn R. August
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Glenn R. August is a citizen of
the United States of America.
5. Sole Voting Power: 79,191
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 79,191
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
79,191
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.7%
12. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Capital Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: PN
- ---------------
(1) Power is exercised through its managing partner, Margaret Lee Bass 1980
Trust, whose Trustee is Panther City Investment Co., whose President is
W.R. Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Margaret Lee Bass 1980 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: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: 00 - Trust
- ---------------
(1) Power is exercised through its Trustee, Panther City Investment Co.,
whose President is W.R. Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Investment Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, W.R. Cotham.
<PAGE>
<PAGE>
1. Name of Reporting Person:
W.R. Cotham
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: W.R. Cotham is a citizen of the
United States of America.
5. Sole Voting Power: 105,583 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 105,583 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,583
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as President of Panther City Investment Co.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 252,595 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 252,595 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
252,595
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.3%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised by its President, Robert M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization: Robert M. Bass is a citizen of the
United States of America.
5. Sole Voting Power: 434,065 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 434,065 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
434,065
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.9%
12. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as President of Keystone, Inc., with respect to
252,595 shares.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated
February 9, 1994, as amended by Amendment No. 1 dated February 13, 1995, as
amended by Amendment No. 2 dated February 13, 1996, as amended by Amendment
No. 3 dated February 14, 1997, (the "Schedule 13D"), relating to the Common
Stock, par value $.01 per share, of Holophane Corporation. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
ascribed to them in the Schedule 13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended by adding the following at the end thereof:
As a result of the pro rata distribution by FWHY V and FWHY II to their
respective partners of all Stock held by them, FWHY V and FWHY II no longer
shall be Reporting Persons for purposes of this and all future filings on
Schedule 13G.
As a result of their acquisition of shares of Stock through pro rata
distributions by Acadia, FWHY V and FWHY II, joining in the Schedule 13G as
Reporting Persons are Capital Partnership ("Capital"), a Texas general
partnership, Keystone, Inc. ("Keystone"), a Texas corporation, and Robert M.
Bass ("RMB"). Additional information is included herein with respect to the
following persons who may be deemed to be controlling persons with respect to
Capital: Margaret Lee Bass 1980 Trust ("MLB"), Panther City Investment Co.
("PCIC"), and W.R. Cotham ("Cotham").
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended by adding the following at the end thereof:
The address of the principal business office or residence of each of
Capital, MLB, PCIC, Cotham, Keystone and RMB is as follows:
PRINCIPAL BUSINESS OR
NAME RESIDENCE ADDRESS
Capital 201 Main Street
Suite 3100
Fort Worth, Texas 76102
MLB 201 Main Street
Suite 2600
Fort Worth, Texas 76102
PCIC 201 Main Street
Suite 2600
Fort Worth, Texas 76102
Cotham 201 Main Street
Suite 2600
Fort Worth, Texas 76102
Keystone 201 Main Street
Suite 3100
Fort Worth, Texas 76102
RMB 201 Main Street
Suite 3100
Fort Worth, Texas 76102
Item 4. Ownership.
Item 4 (a) - (c) is hereby amended and restated in its entirety as
follows:
(a) - (b)
Acadia
Because of its position as the sole general partner of Acadia Electra,
Acadia may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 10,334 shares of the Stock, which constitutes approximately 0.1% of
the outstanding shares of the Stock.
Acadia FW
Because of its position as the sole general partner of Acadia with
respect to 10,334 shares of the Stock, and because of its direct ownership of
10,429 shares of the Stock, the aggregate number of shares of the Stock that
Acadia FW owns beneficially, pursuant to Rule 13d-3 of the Act, is 20,763,
which constitutes approximately 0.2% of the outstanding shares of the Stock.
Acadia MGP
Because of its position as the managing general partner of Acadia FW,
Acadia MGP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 20,763 shares of the Stock, which constitutes
approximately 0.2% of the outstanding shares of the Stock.
Group
The aggregate number of shares of the Stock that Group owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,928, which constitutes
less than 0.1% of the outstanding shares of the Stock.
Crandall
Because of his position as the President of Acadia MGP with respect to
20,763 shares of the Stock and because of his position as the President of
Group with respect to 1,928 shares of the Stock, and because of his
individual ownership of 11,161 shares of the Stock, the aggregate number of
shares of the Stock that Crandall owns beneficially, pursuant to Rule 13d-3
of the Act, is 33,852, which constitutes approximately 0.3% of the
outstanding shares of the Stock.
Acadia Electra
The aggregate number of shares of the Stock that Acadia Electra owns
beneficially, pursuant to Rule 13d-3 of the Act, is 10,334, which constitutes
approximately 0.1% of the outstanding shares of the Stock.
Bondo
The aggregate number of shares of the Stock that Bondo owns
beneficially, pursuant to Rule 13d-3 of the Act, is 94,124, which constitutes
0.8% of the outstanding shares of the Stock.
Bonderman
Because of his position as the President of Bondo, Bonderman may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
94,124 shares of the Stock, which constitutes approximately 0.8% of the
outstanding shares of the Stock.
August
The aggregate number of shares of the Stock that August owns
beneficially, pursuant to Rule 13d-3 of the Act, is 79,191, which constitutes
0.7% of the outstanding shares of the Stock.
Capital
The aggregate number of shares of the Stock that Capital owns
beneficially, pursuant to Rule 13d-3 of the Act, is 105,583, which
constitutes approximately 1.0% of the outstanding shares of the Stock.
MLB
Because of its position as the managing partner of Capital, MLB may,
pursuant to Rule 13D-3 of the Act, be deemed to be the beneficial owner of
105,583 shares of the Stock, which constitutes approximately 1.0% of the
outstanding shares of the Stock.
PCIC
Because of its position as the Trustee of MLB, the managing partner of
Capital, PCIC may, pursuant to Rule 13D-3 of the Act, be deemed to be the
beneficial owner of 105,583 shares of the Stock, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
Cotham
Because of his position as President of PCIC, the Trustee of MLB, the
managing partner of Capital Partnership, MLB may, pursuant to Rule 13D-3 of
the Act, be deemed to be the beneficial owner of 105,583 shares of the Stock,
which constitutes approximately 1.0% of the outstanding shares of the Stock.
Keystone
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3 of the Act, is 252,595, which
constitutes approximately 2.3% of the outstanding shares of the Stock.
RMB
Because of his position as President of Keystone with respect to 252,595
shares of the Stock and because of his individual ownership of 181,470 shares
of the Stock, the aggregate number of shares of the Stock that RMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 434,065, which
constitutes 3.9% of the outstanding shares of the Stock.
(c)
Acadia
In its capacity as the general partner of Acadia Electra, Acadia has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 10,334 shares of the Stock.
Acadia FW
In its capacity as the sole general partner of Acadia with respect to
10,334 shares of the Stock, and acting through its managing general partner,
Acadia FW has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of an aggregate of 20,763 shares of the Stock.
Acadia MGP
In its capacity as the managing general partner of Acadia FW, and acting
through its President, Acadia MGP has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 20,763 shares of the
Stock.
Group
Acting through its President, Group has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,928 shares
of the Stock.
Crandall
In his capacity as the President of Acadia MGP with respect to 20,763
shares of the Stock, and in his capacity as the President of Group with
respect to 1,928 shares of the Stock, and because of his individual ownership
of 11,161 shares of the Stock, Crandall has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 33,852 shares
of the Stock.
Acadia Electra
Acting through its general partner, Acadia Electra has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of an
aggregate of 10,334 shares of the Stock.
Bondo
Acting through its President, Bondo has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 94,124 shares
of the Stock.
Bonderman
In his capacity as the President of Bondo, Bonderman has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
94,124 shares of the Stock.
August
August has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 79,191 shares of the Stock.
Capital
Acting through its President, Capital has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 105,583 shares
of the Stock.
MLB
In its capacity as the managing partner of Capital, and acting through
its Trustee, MLB has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 105,583 shares of the Stock.
PCIC
In its capacity as the Trustee of MLB, the managing partner of Capital,
and acting through its President, PCIC as the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 105,583 shares of the
Stock.
Cotham
In his capacity as President of PCIC, the Trustee of MLB, the managing
partner of Capital, Cotham has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 105,583 shares of the Stock.
Keystone
Acting through its President, Keystone has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 252,595 shares
of the Stock.
RMB
In his capacity as President of Keystone with respect to 252,595 shares
of the Stock, and because of his individual ownership of 181,470 shares of
the Stock, RMB has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 434,065 shares of the Stock.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
DATED: February 17, 1998
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA MGP, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
GROUP 31, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA ELECTRA PARTNERS, L.P.
By: ACADIA PARTNERS, L.P.
General Partner
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
BONDO FTW, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
/s/ James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for
DAVID BONDERMAN (1)
/s/ Glenn R. August
GLENN R. AUGUST
CAPITAL PARTNERSHIP
By: MARGARET LEE BASS 1980 TRUST,
Managing Partner
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
MARGARET LEE BASS 1980 TRUST
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT CO.
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
By: /s/ W.R. Cotham
Attorney-in-Fact for:
J. TAYLOR CRANDALL (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of J. Taylor Crandall previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of Robert M. Bass previously has been filed with the Securities
and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA FW PARTNERS, L.P.,
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA MGP, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
GROUP 31, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
ACADIA ELECTRA PARTNERS, L.P.
By: ACADIA PARTNERS, L.P.
General Partner
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
BONDO FTW, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
/s/ James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for
DAVID BONDERMAN (1)
/s/ Glenn R. August
GLENN R. AUGUST
CAPITAL PARTNERSHIP
By: MARGARET LEE BASS 1980 TRUST,
Managing Partner
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
MARGARET LEE BASS 1980 TRUST
By: PANTHER CITY INVESTMENT CO.,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT CO.
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
By: /s/ W.R. Cotham
Attorney-in-Fact for:
J. TAYLOR CRANDALL (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of J. Taylor Crandall previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et. al., to act on
behalf of Robert M. Bass previously has been filed with the Securities
and Exchange Commission.
