SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
IGEN INTERNATIONAL, INC.
--------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
--------------------------------
(Title of Class of Securities)
449536101
--------------
(CUSIP Number)
December 31, 1998
-------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 disclosure
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).
Continued on following page(s)
Page 1 of 22 Pages
Exhibit Index: Page 19
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 2 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
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
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
849,583/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.48%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 3 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
849,583/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.48%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 4 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
849,583/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.48%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 5 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL 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
Number of 290,133
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 290,133
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
290,133/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.88%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 6 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL MANAGEMENT, 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
Number of 25,000
Shares
Beneficially 6 Shared Voting Power
Owned By 2,313,849
Each
Reporting 7 Sole Dispositive Power
Person 25,000
With
8 Shared Dispositive Power
2,313,849
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,338,849
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
14.95%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 7 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL, 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
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,338,849
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,338,849
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,338,849
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
14.95%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 8 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 6,700
Shares
Beneficially 6 Shared Voting Power
Owned By 2,338,849
Each
Reporting 7 Sole Dispositive Power
Person 6,700
With
8 Shared Dispositive Power
2,338,849
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,345,549
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
14.99%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 9 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 5,000
Shares
Beneficially 6 Shared Voting Power
Owned By 2,338,849
Each
Reporting 7 Sole Dispositive Power
Person 5,000
With
8 Shared Dispositive Power
2,338,849
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,343,849
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
14.98%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ See Item 4(a). Position as of February 8, 1999.
<PAGE>
Page 10 of 22 Pages
Item 1(a) Name of Issuer:
IGEN International, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
16020 Industrial Drive, Gaithersburg, MD 20877.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC"),
(ii) Mr. George Soros ("Mr. Soros"),
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"),
(iv) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(v) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(vi) White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc."),
(vii) Thomas U. Barton and
(viii) Joseph U. Barton.
This Statement relates to Shares that were acquired by White
Rock Management on behalf of certain institutional clients (the "White Rock
Clients"), including, but not limited to, Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"). SFM LLC, a Delaware
limited liability company, serves as principal investment manager to Quantum
Partners and as such, has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum Partners. Mr.
Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio
Manager and a Member of the Management Committee of SFM LLC. SFM LLC, on behalf
of Quantum Partners, has granted investment discretion to White Rock Management,
pursuant to an investment advisory contract between Quantum Partners and White
Rock Management (the "Quantum Partners-White Rock Contract"). The Shares
currently held for the account of Quantum Partners were acquired at the
direction of White Rock Management, and none of SFM LLC, Mr. Soros and Mr.
Druckenmiller currently exercises voting or dispositive power over the Shares.
This Statement also relates to Shares held for the accounts of
White Rock Partners, White Rock Management, Thomas U. Barton and Joseph U.
Barton. The general partner of White Rock Partners is White Rock Capital
Management, the general partner of which is White Rock, Inc. Thomas U. Barton
and Joseph U. Barton are the shareholders of White Rock, Inc.
<PAGE>
Page 11 of 22 Pages
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
The address and principal business office of each of White
Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and
Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) White Rock Partners is a Texas limited partnership;
v) White Rock Management is a Texas limited partnership;
vi) White Rock, Inc. is a Texas corporation;
vii) Thomas U. Barton is a United States citizen; and
viii) Joseph U. Barton is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
449536101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 12 of 22 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 8, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) As a consequence of SFM LLC's ability to
terminate the Quantum Partners-White Rock Contract with respect to all
investments, including those involving the Shares, and acquire voting and
dispositive power over the Shares within 60 days, notwithstanding the fact that
none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises such power,
SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owners of
849,583 Shares held for the account of Quantum Partners (assuming conversion of
2,500 shares of Series B Convertible Preferred Stock (the "Series B Stock")
convertible within 60 days into 179,083 Shares).
(ii) Each of White Rock, Inc. and White Rock
Management may be deemed the beneficial owner of 2,338,849 Shares. This number
consists of (1) 849,583 Shares held for the account of Quantum Partners (assumes
the conversion of 2,500 shares of Series B Stock into 179,083 Shares), (2)
1,174,133 Shares held for the accounts of the White Rock Clients, other than
Quantum Partners (assumes the conversion of 1,000 shares of Series B Stock into
71,633 Shares), (3) 290,133 Shares held for the account of White Rock Partners
(assumes the conversion of 1,000 shares of Series B Stock into 71,633 Shares)
and (4) 25,000 Shares held for the account of White Rock Management.
(iii) Thomas U. Barton may be deemed the beneficial
owner of 2,345,549 Shares. This number consists of (1) 849,583 Shares held for
the account of Quantum Partners (assumes the conversion of 2,500 shares of
Series B Stock into 179,083 Shares), (2) 1,174,133 Shares held for the accounts
of the White Rock Clients, other than Quantum Partners (assumes the conversion
of 1,000 shares of Series B Stock into 71,633 Shares), (3) 290,133 Shares held
for the account of White Rock Partners (assumes the conversion of 1,000 shares
of Series B Stock into 71,633 Shares), (4) 25,000 Shares held for the account of
White Rock Management and (5) 6,700 Shares issuable upon exercise by Thomas U.
Barton of the options currently held for his account.
(iv) Joseph U. Barton may be deemed the beneficial
owner of 2,343,849 Shares. This number consists of (1) 849,583 Shares held for
the account of Quantum Partners (assumes the conversion of 2,500 shares of
Series B Stock into 179,083 Shares), (2) 1,174,133 Shares held for the accounts
of the White Rock Clients, other than Quantum Partners (assumes the conversion
of 1,000 shares of Series B Stock into 71,633 Shares), (3) 290,133 Shares held
for the account of White Rock Partners (assumes the conversion of 1,000 shares
of Series B Stock into 71,633 Shares), (4) 25,000 Shares held for the account of
White Rock Management and (5) 5,000 Shares held for his account.
(v) White Rock Partners may be deemed the
beneficial owner of the 290,133 Shares held for its account (assumes the
conversion of 1,000 shares of Series B Stock into 71,633 Shares).
Item 4(b) Percent of Class:
(i) The number of Shares of which each of SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes
approximately 5.48% of the total number of Shares which would be outstanding
assuming conversion of all of the Series B Stock held for the account of Quantum
Partners.
(ii) The number of Shares of which each of White Rock,
Inc. and White Rock Management may be deemed to be the beneficial owner
constitutes approximately 14.95% of the total number of Shares which
<PAGE>
Page 13 of 22 Pages
would be outstanding assuming conversion of all of the Series B Stock held for
the accounts of the White Rock Clients, including Quantum Partners and White
Rock Partners.
(iii) The number of Shares of which Thomas U. Barton may be
deemed to be the beneficial owner constitutes approximately 14.99% of the total
number of Shares which would be outstanding assuming the exercise of the options
held for his account and conversion of all of the Series B Stock held for the
accounts of the White Rock Clients, including Quantum Partners and White Rock
Partners.
(iv) The number of Shares of which Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 14.98% of the total
number of Shares which would be outstanding assuming conversion of all of the
Series B Stock held for the accounts of the White Rock Clients, including
Quantum Partners and White Rock Partners.
(v) The number of Shares of which White Rock Partners may
be deemed to be the beneficial owner constitutes approximately 1.88% of the
total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC /1/
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros /1/
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Druckenmiller /1/
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
_________________
/1/ See Item 4(a)
<PAGE>
Page 14 of 22 Pages
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 290,133
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 290,133
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 25,000
(ii) Shared power to vote or to direct the vote: 2,313,849
(iii) Sole power to dispose or to direct the disposition of: 25,000
(iv) Shared power to dispose or to direct the disposition of: 2,313,849
White Rock, Inc.
---------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,338,849
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,338,849
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 6,700
(ii) Shared power to vote or to direct the vote: 2,338,849
(iii) Sole power to dispose or to direct the disposition of: 6,700
(iv) Shared power to dispose or to direct the disposition of: 2,338,849
<PAGE>
Page 15 of 22 Pages
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 5,000
(ii) Shared power to vote or to direct the vote: 2,338,849
(iii) Sole power to dispose or to direct the disposition of: 5,000
(iv) Shared power to dispose or to direct the disposition of: 2,338,849
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners,
including Quantum Fund N.V., a Netherlands Antilles Corporation, have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares, held for the account of Quantum Partners in accordance with their
ownership interests in Quantum Partners.
(ii) The shareholders or partners of each of the
White Rock Clients (other than Quantum Partners) have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares, held
by the respective White Rock Client in accordance with their partnership or
ownership interests in the respective White Rock Client.
(iii) Thomas U. Barton has the sole right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares issuable upon exercise by Thomas U. Barton of the options currently held
for his account.
(iv) Joseph U. Barton has the sole right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for his account.
(v) The partners of White Rock Management have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by White Rock Management in accordance with their
partnership interests in White Rock Management.
(vi) The partners of White Rock Partners have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held directly for the accounts of White Rock
Clients (other than Quantum Partners), White Rock Partners, White Rock
Management, Joseph U. Barton and Thomas U. Barton. White Rock Partners expressly
disclaims beneficial ownership of any Shares held for the accounts of the White
Rock Clients, White Rock Management Joseph U. Barton and Thomas U. Barton. Each
of White Rock Partners, White Rock Management, White Rock,
<PAGE>
Page 16 of 22 Pages
Inc. and Thomas U. Barton expressly disclaims beneficial ownership of any Shares
held for the account of Joseph U. Barton. Each of White Rock Partners, White
Rock Management, White Rock, Inc. and Joseph U. Barton expressly disclaims
beneficial ownership of any Shares held for the account of Thomas U. Barton.
Information contained herein concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller and Quantum Partners has been provided by SFM LLC. White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton assume no responsibility for such information. Information contained
herein concerning White Rock Partners, White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton has been provided by White Rock
Management. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility
for such information.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 17 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 9, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 9, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 9, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 22 Pages
Date: February 9, 1999 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 9, 1999 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ PAULA STOREY
------------------------------
Paula Storey
Attorney-in-Fact
Date: February 9, 1999 WHITE ROCK CAPITAL, INC.
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: February 9, 1999 THOMAS U. BARTON
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: February 9, 1999 JOSEPH U. BARTON
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 19 of 22 Pages
EXHIBIT INDEX
Page No.
--------
D. Power of Attorney dated October 7th, 1998
granted by Mr. Thomas U. Barton in favor of
Paula Storey................................. 20
E. Power of Attorney dated October 7th, 1998
granted by Mr. Joseph U. Barton in favor of
Paula Storey................................. 21
F. Power of Attorney dated October 7th, 1998
granted by White Rock Capital, Inc. in favor
of Paula Storey.............................. 22
Page 20 of 22 Pages
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President of, or in other capacities with
White Rock Capital, Inc., all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to any
foreign or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities
or other investments, and any other documents relating or ancillary thereto,
including but not limited to, all documents relating to filings with the United
States Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
October, 1998.
\s\ Thomas U. Barton
------------------------------------
THOMAS U. BARTON
Page 21 of 22 Pages
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity, or (b) in my capacity as Secretary or Treasurer of, or in other
capacities with White Rock Capital, Inc., all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
October, 1998.
\s\ Joseph U. Barton
---------------------------------------
JOSEPH U. BARTON
Page 22 of 22 Pages
EXHIBIT F
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital Inc., a
corporation organized and existing under the laws of the state of Texas (the
"Company"), hereby designates, constitutes and appoints PAULA STOREY, acting
individually, as its true and lawful agent and attorney-in-fact, to execute and
deliver, in the name and on behalf of the undersigned, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
IN WITNESS WHEREOF, this instrument is executed as of the 7th day of October,
1998.
WHITE ROCK CAPITAL, INC.
\s\ Thomas U. Barton
-----------------------------------------
Thomas U. Barton
President
