SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HARVEYS CASINO RESORTS
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
417826104
(CUSIP Number)
Nick G. Bouras
Richmont Capital Partners I, L.P.
4300 Westgrove
Dallas, Texas 75248
(214) 713-5000
with copies to:
Thomas W. Briggs
Kelly, Hart & Hallman, P.C.
201 Main Street, Suite 2500
Fort Worth, Texas 76102
(817) 332-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1996
(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 / /.
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1. Name of Reporting Person:
Richmont Capital Partners I, L.P.
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: Delaware
7. Sole Voting Power: 763,300
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 763,300
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
763,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 7.8%
14. Type of Reporting Person: PN
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1. Name of Reporting Person:
Nick G. Bouras
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 3,100
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,100
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
3,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Timothy M. Byrd
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 280
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 280
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
280
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
David B. Holl
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 500
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 500
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Mark C. Landry
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 4,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Michael D. Weinberg
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 400
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 400
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
400
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
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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 13D Statement dated April
18, 1996 ("Schedule 13D"), relating to the Common Stock, par value $.01 per
share, of Harveys Casino Resorts. Unless otherwise indicated, all defined
terms used herein shall have the same meanings ascribed to them in the
Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing
restates in its entirety the Item 2 Persons' (as hereinafter defined)
Schedule 13D with respect to Harveys Casino Resorts.
Item 1. Security and Issuer.
Item 1 is hereby restated in its entirety to read as follows:
This statement relates to the Common Stock, $.01 par value (the "Common
Stock"), of Harveys Casino Resorts, a Nevada corporation (the "Issuer"),
which has its principal executive offices at Highway 50 and Stateline Avenue,
P.O. Box 128, Lake Tahoe, Nevada, 89449.
Item 2. Identity and Background.
Item 2 is hereby restated in its entirety to read as follows:
(a) Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and
Regulations under the Act, this statement is being filed on behalf of
Richmont Capital Partners I, L.P., a Delaware limited partnership ("RCPI"),
J.R. Investments Corp., a Delaware corporation ("JRIC"), John P. Rochon
("JPR"), New Arrow Corporation, a Delaware corporation ("New Arrow"), Mary
Kay Inc., a Delaware corporation ("MKI"), Mary Kay Holding Corporation, a
Delaware corporation ("Mary Kay"), Richard R. Rogers ("RRR"), Nick G. Bouras
("NGB"), Timothy M. Byrd ("TMB"), David B. Holl ("DBH"), Mark C. Landry
("MCL") and Michael D. Weinberg("MDW"). RCPI, JRIC, JPR, New Arrow, MKI,
Mary Kay, RRR, NGB, TMB, DBH, MCL and MDW are hereinafter sometimes
collectively referred to as the "Item 2 Persons."
(b) - (c)
RCPI
RCPI is a Delaware limited partnership, the principal business of which
is the management of Mary Kay's investments in marketable securities. The
principal business address of RCPI, which also serves as its principal
office, is 4300 Westgrove, Dallas, Texas 75248. Pursuant to General
Instruction C to Schedule 13D under the Act, information with respect to JRIC
and New Arrow, the two general partners of RCPI, is set forth below.
JRIC
JRIC is a Delaware corporation, the principal business of which is
serving as the managing general partner of RCPI. The principal business
address of JRIC, which also serves as its principal office, is 4300
Westgrove, Dallas, Texas 75248. A majority of the outstanding capital stock
of JRIC is beneficially owned by JPR. Pursuant to General Instruction C to
Schedule 13D under the Act, information with respect to the executive
officers and directors of JRIC is set forth in Schedule I attached hereto.
JPR
JPR's present principal occupation or employment is serving as
President, Chief Executive Officer and Director of Mary Kay. JPR's business
address is 16251 North Dallas Parkway, Dallas, Texas 75247.
New Arrow
New Arrow is a Delaware corporation, the principal business of which is
serving as one of two general partners of RCPI. The principal business
address of New Arrow, which also serves as its principal office, is 4300
Westgrove, Dallas, Texas 75248. All of the outstanding capital stock of New
Arrow is owned by MKI. Pursuant to General Instruction C to Schedule 13D
under the Act, information with respect to the executive officers and
directors of New Arrow is set forth in Schedule I attached hereto.
MKI
MKI is a Delaware corporation, the principal business of which is the
production and distribution of cosmetics, toiletries and related products.
The principal business address of MKI, which also serves as its principal
office, is 16251 North Dallas Parkway, Dallas, Texas 75247. All of the
outstanding capital stock of MKI is owned by Mary Kay. Pursuant to General
Instruction C to Schedule 13D under the Act, information with respect to the
executive officers and directors of MKI is set forth in Schedule I attached
hereto.
Mary Kay
Mary Kay is a Delaware corporation that was organized in 1985 for the
purpose of acquiring all the capital stock of MKI. Since such acquisition,
Mary Kay has carried on substantially all its business activities through
MKI. The principal business address of Mary Kay, which also serves as its
principal office, is 16251 North Dallas Parkway, Dallas, Texas 75247. A
majority of the capital stock of Mary Kay is beneficially owned by RRR.
Pursuant to General Instruction C to Schedule 13D under the Act, information
with respect to the executive officers and directors of Mary Kay is set forth
in Schedule I attached hereto.
RRR
RRR's present principal occupation or employment is serving as Chairman
of the Board of Mary Kay. RRR's business address is 4300 Westgrove, Dallas,
Texas 75248.
NGB
NGB's present principal occupation or employment is serving as President
of Richmont Corporation ("Richmont"). NGB's business address is 4300
Westgrove, Dallas, Texas 75248.
Richmont is a Delaware corporation. Richmont's principal businesses are
business management, corporate acquisitions and investment management. The
principal business address of Richmont, which also serves as its principal
office, is 4300 Westgrove, Dallas, Texas 75248.
TMB
TMB's present principal occupation or employment is serving as Chief
Financial Officer and Treasurer of Mary Kay. TMB's business address is 16251
North Dallas Parkway, Dallas, Texas 75247.
DBH
DBH's present principal occupation or employment is serving as Managing
Director of Richmont. DBH's business address is 4300 Westgrove, Dallas,
Texas 75248.
MCL
MCL's present principal occupation or employment is serving as Managing
Director of Richmont. MCL's business address is 4300 Westgrove, Dallas,
Texas 75248.
MDW
MDW's present principal occupation or employment is serving as a
Portfolio Manager of Richmont. MDW's business address is 4300 Westgrove,
Dallas, Texas 75248.
(d) None of the Item 2 Persons and none of the persons identified in
Schedule I hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Item 2 Persons and none of the persons identified in
Schedule I hereto has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 (including
those set forth in Schedule I attached hereto) are citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby restated in its entirety to read as follows:
The source and amount of the funds used or to be used by the Reporting
persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
RCPI Working Capital $13,116,236.00
NGB Personal Funds $ 51,826.00
TMB Personal Funds $ 5,692.96
DBH Personal Funds $ 9,859.15
MCL Personal Funds $ 72,743.03
MDW Personal Funds $ 7,532.60
None of the funds reported above was borrowed or otherwise obtained for
the specific purpose of acquiring, handling, trading or voting the Common
Stock. No other Item 2 Person has expended any funds to purchase or
otherwise acquire any shares of the Common Stock.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety to read as
follows:
The shares of Common Stock reported herein were purchased by the Item 2
Persons to provide them with a significant equity investment in the Issuer.
The Item 2 Persons will continue to evaluate their investment in the Common
Stock.
Each of the Item 2 Persons may buy additional shares of the Common Stock
and may sell all or a portion of the Common Stock it or he now owns or
hereafter may acquire in the open market or otherwise on such terms and at
such times as such Item 2 Person considers desirable. Any decision by an
Item 2 Person to increase, decrease or dispose of its or his position in the
Common Stock would be based upon factors including but not limited to the
business of the Issuer, the price of the shares of Common Stock, the terms
and conditions of the transaction, prevailing market conditions and other
factors the Item 2 Person may deem material to its investment decision.
The Item 2 Persons may conclude that their best interests are served by
(a) seeking to effect a change in control of the Issuer, including without
limitation by proposing a merger or similar transaction between the Issuer
and one of the Item 2 Persons, an affiliate of one of the Item 2 Persons, or
a third party, (b) otherwise seeking to influence the management and policies
of the Issuer to enhance the value of all the shares of Common Stock,
including without limitation by discussing its or his investment with members
of the investment community, including other stockholders or (c) soliciting
proxies from stockholders of the Issuer with the objective of electing
nominees to the Issuer's Board of Directors or for other corporate governance
purposes.
Except as set forth in this Item 4, the Item 2 Persons have no present
plans or proposals which may relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.
Item 5. Interest in the Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as
follows:
(a)
RCPI
The aggregate number of shares of the Common Stock that RCPI owns
beneficially, pursuant to Rule 13d-3 under the Act, is 763,300, which
constitutes approximately 7.8% of the 9,806,930 shares of the Common Stock
outstanding.
JRIC
Because of its position as one of two general partners of RCPI, JRIC
may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial
owner of 763,300 shares of the Common Stock, which constitutes approximately
7.8% of the 9,806,930 shares of the Common Stock outstanding.
JPR
Because of his position as the beneficial owner of a majority of the
outstanding capital stock of JRIC, JPR may, pursuant to Rule 13d-3 under the
Act, be deemed to be the beneficial owner of 763,300 shares of the Common
Stock, which constitutes approximately 7.8% of the 9,806,930 shares of the
Common Stock outstanding.
New Arrow
Because of its position as one of two general partners of RCPI, New
Arrow may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 763,300 shares of the Common Stock, which constitutes
approximately 7.8% of the 9,806,930 shares of the Common Stock outstanding.
MKI
Because of its position as the sole stockholder of New Arrow, MKI may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
763,300 shares of the Common Stock, which constitutes approximately 7.8% of
the 9,806,930 shares of the Common Stock outstanding.
Mary Kay
Because of its position as the sole stockholder of MKI, Mary Kay may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
763,300 shares of the Common Stock, which constitutes approximately 7.8% of
the 9,806,930 shares of the Common Stock outstanding.
RRR
Because of his position as the beneficial owner of a majority of the
outstanding capital stock of Mary Kay, RRR may, pursuant to Rule 13d-3 under
the Act, be deemed to be the beneficial owner of 763,300 shares of the Common
Stock, which constitutes approximately 7.8% of the 9,806,930 shares of the
Common Stock outstanding.
NGB
The aggregate number of shares of the Common Stock that NGB owns
beneficially, pursuant to Rule 13d-3 under the Act, is 3,100, which
constitutes less than 0.1% of the 9,806,930 shares of the Common Stock
outstanding.
TMB
The aggregate number of shares of the Common Stock that TMB owns
beneficially, pursuant to Rule 13d-3 under the Act, is 280 which constitutes
less than 0.1% of the 9,806,930 shares of the Common Stock outstanding.
DBH
The aggregate number of shares of the Common Stock that DBH owns
beneficially, pursuant to Rule 13d-3 under the Act, is 500, which constitutes
less than 0.1% of the 9,806,930 shares of the Common Stock outstanding.
MCL
The aggregate number of shares of the Common Stock that MCL owns
beneficially, pursuant to Rule 13d-3 under the Act, is 4,000, which
constitutes less than 0.1% of the 9,806,930 shares of the Common Stock
outstanding.
MDW
The aggregate number of shares of the Common Stock that MDW owns
beneficially, pursuant to Rule 13d-3 under the Act, is 400, which constitutes
less than 0.1% of the 9,806,930 shares of the Common Stock outstanding.
(b)
RCPI
Acting through its two general partners, RCPI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 763,300
shares of the Common Stock.
JRIC
As one of two general partners of RCPI and acting through its majority
stockholder, JRIC has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 763,300 shares of the Common Stock.
JPR
As the beneficial owner of a majority of the outstanding capital stock
of JRIC, JPR has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 763,300 shares of the Common Stock.
New Arrow
As one of two general partners of RCPI and acting through its sole
stockholder, New Arrow has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 763,300 shares of the Common Stock.
MKI
As the sole stockholder of New Arrow and acting through its sole
stockholder, MKI has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 763,300 shares of the Common Stock.
Mary Kay
As the sole stockholder of MKI and acting through its majority
stockholder, Mary Kay has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 763,300 shares of the Common Stock.
RRR
As the beneficial owner of a majority of the outstanding capital stock
of Mary Kay, RRR has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 763,300 shares of the Common Stock.
NGB
NGB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 3,100 shares of the Common Stock.
TMB
TMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 280 shares of the Common Stock.
DBH
DBH has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 500 shares of the Common Stock.
MCL
MCL has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 4,000 shares of the Common Stock.
MDW
MDW has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 400 shares of the Common Stock.
(c) None of the Item 2 Persons has effected any transactions in the
Common Stock during the past 60 days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby restated in its entirety to read as follows:
The description set forth in this Item 6 of the Leeds Agreement (as
defined below) does not purport to be complete and is qualified in its
entirety by reference to the Leeds Agreement, a copy of which was filed as
Exhibit 10.1 to this Schedule 13D Statement.
On June 1, 1994, RCPI entered into an agreement (the "Leeds Agreement")
with Leeds Group, Inc., a Delaware corporation ("Leeds"), pursuant to which
RCPI agreed to compensate Leeds for services provided to RCPI based on RCPI's
net profit on its investment in 300,000 shares of the Common Stock. Pursuant
to the Leeds Agreement, if on May 31, 1996, RCPI had realized a net profit
(as calculated pursuant to the terms of the Leeds Agreement) on shares of the
Common Stock sold by RCPI prior to May 31, 1996 and on shares of the Common
Stock held by RCPI on May 31, 1996 (up to a maximum of 300,000 shares of the
Common Stock), a fee in cash or shares of the Common Stock equal to 20% of
such net profit was to be paid to Leeds by RCPI. In addition, Leeds could
assign its rights and obligations under the Leeds Agreement at any time to
Jeffrey T. Leeds or Robert A. Bernstein. No payments, in cash or Common
Stock, were paid by RCPI pursuant to the Leeds Agreement, and it expired
pursuant to its terms.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 or between such persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any such 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.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 10.1 - Agreement, dated as of June 1, 1994, by and between Richmont
Capital Partners I, L.P. and Leeds Group, Inc. (previously filed)
Exhibit 99.1 - Joint Filing Agreement and Power of Attorney among Richmont
Capital Partners, I. L.P., Nick G. Bouras, Timothy M. Byrd, David B. Holl and
Mark C. Landry filed herewith. (previously filed)
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Schedule I
Name of Individual Present Principal Occupation
Richard R. Rogers Chairman of the Board and Director of Mary Kay
John P. Rochon President and Director of JRIC; President,
Chief Executive Officer and Director of New
Arrow; President, Chief Executive Officer and
Director of Mary Kay
Timothy M. Byrd Vice President, Chief Financial Officer and
Treasurer of JRIC; Chief Financial Officer,
Treasurer and Director of New Arrow; Chief
Financial Officer and Treasurer of Mary Kay;
Director of MKI
Nick G. Bouras Vice President and Secretary of JRIC; Vice
President, Assistant Secretary and Director of
New Arrow. Business Address: 4300 Westgrove,
Dallas, Texas 75248.
Mary Kay Ash Chairman Emeritus of the Board and Director of
MKI
Richard C. Bartlett Vice Chairman of Mary Kay; Director of MKI
Larry E. Harley President, U. S. Operations, of MKI
Patrick E. Howard Executive Vice President, Manufacturing Group,
and Director of MKI
A. Raymond Patrick President, The Americas, of MKI
Ronald B. Clark President, European Operations, of MKI
Myra O. Barker, Ph.D. Chief Scientific Officer and Director of MKI
Curran Dandurand Senior Vice President, Marketing Group, of MKI
Ronald L. Smith Chief Financial Officer and Treasurer of MKI
Thomas J. Reynolds Vice President of New Arrow
R. Bradley Glendening Secretary of New Arrow; Senior Vice President,
Secretary and General Counsel of Mary Kay and
MKI; Director of MKI
Amelia DiGeso Chief Administrative Officer of Mary Kay;
Senior Vice President, Human Resources, of MKI
Bruce Wilke Executive Vice President, Sales Group, of MKI
Wilbur L. Smither, III Senior Vice President and Chief Information
Officer of MKI
Unless otherwise stated, the business address of each person named above
is 16251 North Dallas Parkway, Dallas, Texas 75247.
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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.
Dated this 4th day of December, 1996
RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
General Partner
By: /s/Nick G. Bouras
Nick G. Bouras,
Vice President
/s/ Nick G. Bouras
Nick G. Bouras
/s/ Nick G. Bouras
Nick G. Bouras
Attorney-in-Fact* for:
Timothy M. Byrd
David B. Holl
Mark C. Landry
Michael D. Weinberg
* Pursuant to Power of Attorney previously filed as Exhibit 99.1.
