<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
SKYLINE MULTIMEDIA ENTERTAINMENT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
83083P100
(CUSIP Number)
IRA WHITE, ESQ. MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE, NEW YORK, NEW YORK 10178
(212) 309-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 15, 1996
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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 on Schedule 13D, including all exhibits,
should be filed with the Securities and Exchange Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
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(1) 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 83083P 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROSPECT STREET NYC DISCOVERY FUND, L.P.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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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 (e) /X/
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,090,909 SHARES OF COMMON STOCK (1)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 SHARES OF COMMON STOCK (2)
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,090,909 SHARES OF COMMON STOCK (1)
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0 SHARES OF COMMON STOCK (3)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,909 SHARES OF COMMON STOCK (1) (2) (3) (4)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2 (1) (2) (3) (4)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
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(1) Does not include any shares of Common Stock which may be issuable upon
exercise of warrants which may be issued in connection with the
contemplated exchange of the Demand Promissory Note (the "Demand Note") in
the principal amount of $1,500,000 issued by the Company to Prospect
Street NYC Discovery Fund, L.P. on November 6, 1996, all as described in
Item 4 of the First Amendment (as hereinafter defined).
(2) Does not include any shares of Common Stock or Class A Common Stock, .001
par value per share ("Class A Common"), owned by Zalman Silber, President
and Chief Executive Officer of the Issuer, with respect to which shares
Prospect Street NYC Discovery Fund, L.P. was granted a proxy with respect
to certain matters and the holder (including certain successors) is
required to vote for certain matters. As reported to Prospect Street NYC
Discovery Fund, L.P. by the Issuer, as of November 15, 1996, there were
960,000 shares of Class A Common owned by Zalman Silber and Mr. Silber had
options or warrants to purchase 1,680,000 shares of Common Stock.
(3) Does not include any shares of Common Stock or Class A Common owned by
Zalman Silber (including certain successors) which shares Prospect Street
NYC Discovery Fund, L.P. can cause to be sold under certain conditions.
(4) Assumes 1,495,000 shares of Common Stock outstanding, as reported to
Prospect Street NYC Discovery Fund, L.P. by the Issuer on November 15,
1996, and that all 1,090,909 shares of Common Stock issuable to Prospect
Street NYC Discovery Fund, L.P. upon conversion of the Series A Preferred
Stock (as hereinafter defined) are outstanding.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 83083P 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROSPECT STREET DISCOVERY FUND, INC.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ------------------------------------------------------------------------------
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 (e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,090,909 SHARES OF COMMON STOCK (1)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 SHARES OF COMMON STOCK (2)
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,090,909 SHARES OF COMMON STOCK (1)
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0 SHARES OF COMMON STOCK (3)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,909 SHARES OF COMMON STOCK (1) (2) (3) (4)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2 (1) (2) (3) (4)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
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(1) Does not include any shares of Common Stock which may be issuable upon
exercise of warrants which may be issued in connection with the
contemplated exchange of the Demand Note issued by the Company to Prospect
Street NYC Discovery Fund, L.P. on November 6, 1996, all as described in
Item 4 of the First Amendment (as hereinafter defined).
(2) Does not include any shares of Common Stock or Class A Common Stock, .001
par value per share ("Class A Common"), owned by Zalman Silber, President
and Chief Executive Officer of the Issuer, with respect to which shares
Prospect Street NYC Discovery Fund, L.P. was granted a proxy with respect
to certain matters and the holder (including certain successors) is
required to vote for certain matters. As reported to Prospect Street NYC
Discovery Fund, L.P. by the Issuer, as of November 15, 1996, there were
960,000 shares of Class A Common owned by Zalman Silber and Mr. Silber had
options or warrants to purchase 1,680,000 shares of Common Stock.
(3) Does not include any shares of Common Stock or Class A Common owned by
Zalman Silber (including certain successors) which shares Prospect Street
NYC Discovery Fund, L.P. can cause to be sold under certain conditions.
(4) Assumes 1,495,000 shares of Common Stock outstanding, as reported to
Prospect Street NYC Discovery Fund, L.P. by the Issuer on November 15,
1996, and that all 1,090,909 shares of Common Stock issuable to Prospect
Street NYC Discovery Fund, L.P. upon conversion of the Series A Preferred
Stock (as hereinafter defined) are outstanding.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 83083P 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CONNECTICUT FINANCIAL DEVELOPMENTS, L.P.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) /X/
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK (1)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 SHARES OF COMMON STOCK (1)
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0 SHARES OF COMMON STOCK (1)
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0 SHARES OF COMMON STOCK (1)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES OF COMMON STOCK (1)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 (1)
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14 TYPE OF REPORTING PERSON*
PN
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(1) Does not include any securities of the Issuer owned by Prospect Street NYC
Discovery Fund, L.P., with which Connecticut Financial Developments, L.P.
and Prospect Street Connecticut Capital, Inc. may be deemed to be acting
as a group.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 83083P 100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROSPECT STREET CONNECTICUT CAPITAL, INC.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ------------------------------------------------------------------------------
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 (e) /X/
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK (1)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 SHARES OF COMMON STOCK (1)
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0 SHARES OF COMMON STOCK (1)
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0 SHARES OF COMMON STOCK (1)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES OF COMMON STOCK (1)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 (1)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
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(1) Does not include any securities of the Issuer owned by Prospect Street NYC
Discovery Fund, L.P., with which Prospect Street Connecticut Capital, Inc.
and Connecticut Financial Developments, L.P. may be deemed to be acting as
a group.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
This Amendment No. 2 (the "Second Amendment") to the Statement
on Schedule 13D originally filed on July 17, 1995, as amended by Amendment No. 1
(the "First Amendment") thereto filed on November 8, 1996 (such Statement, as
so amended, the "Original Statement" and the Original Statement together with
the Second Amendment, the "Statement") relates to the Common Stock, par value
$0.001 per share ("Common Stock"), of Skyline Multimedia Entertainment, Inc., a
New York corporation ("Skyline"), amends and restates, Items 2, 5 and 6 of the
Original Statement and amends Items 3 and 4 of the Original Statement.
Item 2. Identity and Background.
(a) This Second Amendment is being filed by each of the
following persons pursuant to Rule 13d-1(f) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Act"): (i) Prospect Street NYC Discovery Fund, L.P.,
a Delaware limited partnership (the "Investor"), (ii) Prospect Street Discovery
Fund, Inc.(the "General Partner"), a Delaware corporation, and sole general
partner of the Investor, (iii) Connecticut Financial Developments, L.P., a
Delaware limited partnership and an affiliate of the Investor ("CFD"), and
(iv)Prospect Street Connecticut Capital, Inc. ("CFDGP"), a Delaware corporation
and sole general partner of CFD (collectively, the "Reporting Persons").
Attached as Schedule A is information concerning each
executive officer and director of each of the Reporting Persons; each person
controlling each of the Reporting Persons; and each executive officer and
director of any corporation or other person ultimately in control of each of the
Reporting Persons. Schedule A is incorporated into and made a part of this
Statement on Schedule 13D.
(b) The address of the principal business and principal office
of each of the Reporting Persons and the business address of each person named
on Schedule A is 250 Park Avenue, New York, New York 10177.
(c) The Investor's principal business is operating a Small
Business Investment Company under the Small Business Investment Act of 1958, as
amended. The General Partner is the general partner of the Investor and the
General Partner's sole function is to act as the general partner of the
Investor. CFD's principal business is operating a private venture capital
partnership. CFDGP is the general partner of CFD and CFDGP's sole function is to
act as the general partner of CFD. The principal occupation or employment of
each person named on Schedule A and the name and address of any corporation or
other organization in which such business is conducted is set forth on Schedule
A. The principal business of any such corporation or other organization is set
forth in this paragraph (c).
(d) During the last five years none of the Reporting Persons
nor any of their respective executive officers or controlling persons or the
persons identified on Schedule A have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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, except that, on August 25, 1995, the Commission
entered an order in Administrative Proceeding File No. 3-8557 finding, among
other things, that Mr. Joseph Cote caused violations of Section 17(a) of the Act
and Rule 17a-3 thereunder and ordering that Mr. Cote cease and desist from
causing any violation and any future violation of Section 17(a) of the Act and
Rule 17a-3 thereunder.
(e) All persons named in Schedule A to this statement are
citizens of the United States.
<PAGE> 7
Item 3. Source and Amount of Funds or Other Consideration.
CFD intends to purchase in the open market, in privately
negotiated transactions or otherwise, from time to time, shares of Common Stock
and/or warrants and/or options to purchase shares of Common Stock. The funds
used to purchase such securities will be obtained from the working capital of
CFD.
Item 4. Purposes of Transactions
The responses to Item 3 of the Statement are incorporated
herein by reference. The Reporting Persons may be deemed to be acting as a group
with respect to securities of Skyline.
Each of the Investor and CFD intends to monitor and review its
investment in Skyline and depending upon prevailing conditions, including,
without limitation, price and availability of shares, future evaluations by them
of the business and prospects of Skyline, subsequent events affecting them or
Skyline, regulatory requirements, other investment opportunities available to
them and general stock market and economic conditions, each of the Investor and
CFD may determine to increase their respective investments or sell all or part
of their respective investments in Skyline, in the open market, in privately
negotiated transactions or otherwise.
Except as described in Item 4 or Item 5 of the Statement,
neither of the Reporting Persons nor, to the best of their knowledge, any of the
persons named in Schedule A to this Statement, has formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of Skyline, or the disposition of securities of
Skyline; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Skyline or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of Skyline or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
Skyline, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of Skyline; (f) any
other material change in Skyline's business or corporate structure; (g) changes
in Skyline's charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of Skyline by any person;
(h) causing a class of securities of Skyline to be delisted from a national
securities exchange or cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association; (i) causing a
class of equity securities of Skyline to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock
beneficially owned by the Investor and the General Partner as of November 6,
1996 is 1,090,909 shares (which shares the Investor has a right to acquire upon
conversion of the Series A Preferred Stock), or approximately 42.2 percent of
the class of securities identified in Item 1, in each case, not including the
shares of Common Stock or Class A Common Stock, .001 par value per share ("Class
A Common"), or other securities owned by Zalman Silber, President and Chief
Executive Officer of the Issuer, with respect to which shares the Investor was
granted a
<PAGE> 8
proxy with respect to certain matters and the holder (including certain
successors) is required to vote for certain matters, and not including any
Warrants which may be issued in connection with the Senior Subordinated Notes.
As reported to the Reporting Persons by Skyline, as of November 15, 1996, there
were 960,000 shares of Class A Common owned by Zalman Silber and Mr. Silber had
options or warrants to purchase 1,680,000 shares of Common Stock. As disclosed
in Skyline's proxy statement for its annual meeting of shareholders to be held
on November 26, 1996, non-employee directors automatically receive stock options
to purchase 5,000 shares of Common Stock on their election or reelection to the
board of directors of Skyline. To date, Messrs. Barry and Celmer, each a
director of Skyline, were each granted options to purchase 10,000 shares of
Common Stock (which shares are not included in the beneficial ownership reported
by the Investor and the General Partner). The aggregate number of shares of
Common Stock beneficially owned by CFD and CFDGP as of November 15, 1996 is 0
(not including any shares described above in this paragraph). The Reporting
Persons may be deemed to be acting as a group with respect to securities of
Skyline.
(b) The responses of the Reporting Persons to Items (7)
through (11) of the portions of pages 2, 3, 4 and 5 hereto which relate to
shares of Common Stock beneficially owned are herein incorporated by reference.
(c) None of the Reporting Persons nor, to the best of their
knowledge, any of the persons named in Schedule A hereto, has effected a
transaction in shares of Common Stock during the past 60 days.
(d) No person other than the Reporting Persons has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the securities to which this Statement relates.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
Except as set forth in this Statement, to the best knowledge
of the Reporting Persons, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named in Item 2 or
between such persons and any other person with respect to any securities of
Skyline, 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, divisions of profits or loss, or the giving or
withholding of proxies.
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this Second Amendment with respect to the undersigned
is true, complete and correct and each of the undersigned agrees that this
Second Amendment may be filed jointly.
Dated: November 20, 1996
Prospect Street NYC Discovery Fund, L.P.
By: Prospect Street Discovery Fund, Inc.,
Its General Partner
By: /s/ RONALD D. CELMER
-----------------------
Name: Ronald D. CelmER
Title: Vice Presdent
Prospect Street Discovery Fund, Inc.
By: /s/ RONALD D. CELMER
--------------------------------
Name: Ronald D. Celmer
Title: Vice President
Connecticut Financial Developments, L.P.
By: Prospect Street Connecticut Capital, Inc.,
Its General Partner
By: /s/ RONALD D. CELMER
---------------------------------------
Name: Ronald D. Celmer
Title: Vice President
Prospect Street Connecticut Capital, Inc.
By: /s/ RONALD D. CELMER
---------------------------------------
Name: Ronald D. Celmer
Title: Vice President
<PAGE> 10
SCHEDULE A
PROSPECT STREET DISCOVERY FUND, INC.
250 PARK AVENUE
NEW YORK, NEW YORK 10177
DIRECTORS
RICHARD E. UMOHUNDRO, JR., C.P.A.
JOHN F. BARRY III, ESQ.
RONALD D. CELMER, C.T.P.
OFFICERS TITLE
JOHN F. BARRY III, ESQ. EXECUTIVE VICE PRESIDENT
PRESTON I. CARNES VICE PRESIDENT
RONALD D. CELMER, C.T.P. TREASURER, VICE PRESIDENT
JOHN A. FROBOTTA VICE PRESIDENT
KEVIN F. LITTLEJOHN, C.P.A., M.S.T. VICE PRESIDENT
RICHARD E. UMOHUNDRO, JR., C.P.A. CHIEF EXECUTIVE OFFICER
ALL OF THE ABOVE OFFICERS ARE APPOINTED TO THEIR RESPECTIVE OFFICES SUBJECT TO
ANY NECESSARY APPROVAL BY THE SMALL BUSINESS ADMINISTRATION.
PROSPECT STREET CONNECTICUT CAPITAL, INC.
250 PARK AVENUE
NEW YORK, NEW YORK 10177
DIRECTORS
RICHARD E. UMOHUNDRO, JR., C.P.A.
JOHN F. BARRY III, ESQ.
RONALD D. CELMER, C.T.P.
OFFICERS TITLE
JOHN F. BARRY III, ESQ. EXECUTIVE VICE PRESIDENT
PRESTON I. CARNES VICE PRESIDENT
RONALD D. CELMER, C.T.P. TREASURER, VICE PRESIDENT
JOHN A. FROBOTTA VICE PRESIDENT
KEVIN F. LITTLEJOHN, C.P.A., M.S.T. VICE PRESIDENT
RICHARD E. UMOHUNDRO, JR., C.P.A. CO-PRESIDENT
JOSEPH COTE CO-PRESIDENT
