UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Interstate National Dealer Services, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
46102P 10 4
(CUSIP Number)
Jack Silver
Sherleigh Associates LLC
660 Madison Avenue, 15th Floor
New York, New York 10021
Phone: 212-542-8201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 13, 2000
(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.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
nitial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
- 1 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 2 of 12 Pages
--------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF PF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 109,200 common shares (including
shares held by affiliated entities listed
on following cover OWNED BY pages -
See Item 5)
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
28,500 common shares (See Item 5)
9 SOLE DISPOSITIVE POWER
109,200 common shares (including shares
held by affiliated entities listed on
following cover pages - See Item 5)
10 SHARED DISPOSITIVE POWER
28,500 common shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,700 common shares (including shares held by affiliated
entities listed on following cover pages - See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.91% (including shares held by affiliated entities listed on
following cover pages - See Item 5)
14 TYPE OF REPORTING PERSON*
IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 3 of 12 Pages
--------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Silver and Shirley Silver Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,500 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
2,500 common shares (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 4 of 12 Pages
--------------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver Trust for Leigh Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,000 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
13,000 common shares (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 5 of 12Pages
--------------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver Trust for Romy Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,000 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
13,000 common shares (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
- 5 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 6 of 12 Pages
--------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
0 common shares (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
- 6 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 7 of 12 Pages
--------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates, Inc. Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 91,200 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
91,200 common shares (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,200 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.94%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
- 7 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 8 of 12 Pages
--------------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates, Inc. Defined Benefit Pension Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 17,000 common shares (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 17,000 common shares
(See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.36%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 9 of 12 Pages
--------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF PF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
28,500 common shares (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
28,500 common shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,500 common shares (including shares held by affiliated
entities listed on preceding cover pages - See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.61% (including shares held by affiliated entities listed on
preceding cover pages - See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
- 9 -
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
Common Stock, $.01 par value.
Interstate National Dealer Services, Inc. (the "Company")
333 Earle Ovington Boulevard
Mitchell Field, New York 11553
Item 4. Purpose of Transaction.
From September 1997 through January 2000, the reporting Persons
purchased, through the entities described in Item 5(c), shares of the Company's
common stock based on his belief that the Company's share price was undervalued
and represented an attractive investment opportunity. During this period Mr.
Silver has met from time to time with representatives of management of the
Company. In addition, the Company in 1998 retained Mr. Silver as a financial
advisor to introduce the Company to certain specified companies as prospective
purchasers of the Company. Those agreements terminated in March 1999, in the
case of one company, and May 1999 in the case of two other companies, and
without the prospective purchasers taking any action. Although Mr. Silver
believes that the shares continue to be undervalued, over time, Mr. Silver
became disenchanted with the Company's management philosophy and lackluster
stock performance and came to the conclusion that he would be best served by
disposing of his interest in the Company. Mr. Silver has requested management to
arrange for the purchase of his interest in the Company, but it declined to do
so.
In early February, Mr Silver, through the affiliated entities,
purchased shares of common stock with the intent that his aggregate holdings of
the Company's common stock would be over five percent, thus necessitating this
filing. This action was undertaken by Mr. Silver in an attempt to increase the
liquidity of his holdings by drawing attention to the depressed value of the
Company's common stock and the resulting opportunities this presents to
potential investors and/or suitors. To further this goal, Mr. Silver has also
had conversations with various parties including a leveraged buy-out firm
regarding the potential sale or merger of the Company and put such firm,
Lincolnshire Management, Inc. ("LMI"), in contact with the Company. Mr. Silver
understands that LMI and the Company have engaged in discussions regarding the
potential sale to LMI of a substantial equity interest in the Company, but to
his knowledge have reached no agreement. Mr. Silver and LMI entered into
a letter agreement on January 14, 2000, whereby LMI will pay Mr. Silver a fee
if LMI concludes the purchase of the business or assets of, or a significant
equity interest in, the Company. Although the Company has indicated that it is
considering an offer made by LMI to purchase the Company, based on the Company's
public response on Form 8-K that it did not consider the LMI proposal to be a
bona fide offer, Mr. Silver decided to reduce his ownership in the Company.
Depending on the price of the Company's common stock, other investment
opportunities and overall market conditions, Mr. Silver may acquire additional
shares or dispose of any or all of his shares on the open market or in private
transactions, on such terms and at such times as Mr. Silver may deem advisable.
Except as set forth in this Item 4, Mr. Silver does not have any
further plans or proposals which would result in any of the actions enumerated
in clauses (a) - (j) of Item 4 of Schedule 13D under the Act.
Item 5. Interest in the Securities of the Issuer.
(a) According to the Company's Form 10-Q for the quarter ended
January 31, 2000, the Company had 4,694,184 shares of common stock outstanding
as of March 9, 2000. Mr. Silver by reason of his power to vote and dispose of
the securities held by the entities listed below, may be deemed to beneficially
own 136,700 shares of the Company's common stock, constituting 2.91% of the
total shares outstanding, which are held as follows:
- 10 -
<PAGE>
SCHEDULE 13D
Shares %
(1) Jack Silver and Shirley Silver Foundation 2,500 *
(2) Shirley Silver Trust for Leigh Silver 13,000 *
(3) Shirley Silver Trust for Romy Silver 13,000 *
(4) Sherleigh Associates LLC 0 *
(5) Sherleigh Associates, Inc. Profit Sharing Plan 91,200 1.9%
(6) Sherleigh Associates, Inc. Defined Benefit Pension 17,000 *
-------------------
* Less than 1%
(b) Mr. Silver shares the power to vote and dispose of all shares held
by the Jack Silver and Shirley Silver Foundation, of which he and Mrs. Silver
are co-trustees. Shirley Silver is the sole trustee of the Shirley Silver Trust
for Leigh Silver and the Shirley Silver Trust for Romy Silver but has agreed to
share voting and dispositive power over all shares held by such trusts with Mr.
Silver. All other above referenced record owners have given Mr. Silver the sole
power to vote or to direct the vote of the above stated shares; there is no
shared power to vote or to direct the vote of the above stated shares; the above
referenced record owners have given Mr. Silver the sole power to dispose or to
direct the disposition of the above stated shares; there is no shared power to
ispose or to direct the disposition of the above stated shares.
(c) The following is a description of any transaction in the class of
securities reported on that were effected since the last filing on Schedule 13D.
Sherleigh Associates Profit Sharing Plan:
Date Shares Sold Price Total Sales Price
---- ----------- ----- --------------------
March 1, 2000 2,000 6.8648 $ 13,729.54
March 1, 2000 2,500 6.8668 17,166.92
March 1, 2000 5,000 6.8332 34,166.36
March 2, 2000 5,000 6.8082 34,041.36
March 9, 2000 7,300 7.1197 51,973.53
March 10, 2000 6,000 7.4998 44,998.50
March 13, 2000 95,000 7.1968 683,692.50
March 14, 2000 3,000 7.3750 22,125.00
Total 125,800 --- $901,893.71
===== ======= ----- ===========
- 11 -
<PAGE>
SCHEDULE 13D
Sherleigh Associates LLC
Date Shares Price Total Sales Price
Sold(s)/Purchased(p)
March 1, 2000 100(s) 6.5144 $ 651.44
March 3, 2000 4,000(s) 6.8660 27,463.83
March 6, 2000 3,000(s) 6.9380 20,814.11
March 7, 2000 7,300(s) 6.9336 50,615.34
March 8, 2000 1,900(s) 6.9814 13,264.73
March 9, 2000 3,800(p) 7.0092 (26,635.24)
Total(sold) 12,500 --- $86,173.21
===== ====== ----- ==========
The foregoing transactions were consummated via brokerage transactions.
(d) Generic Trading, Inc. ("GTI") maintains a margin account for the
benefit of Jack Silver under the name Sherleigh Associates LLC which holds
securities of the Company as well as other companies. GTI is entitled to share
in any profits derived from the sale of any securities held in the account
including securities of the Company. There is no other person known to have the
right to receive or the power to direct the receipt of dividends from or
proceeds from the sale of such securities.
(e) As a result of the transactions described above, on March 13, 2000,
Mr. Silver ceased to be a beneficial owner of 5% or more of the Company's common
stock.
All other items of this report are inapplicable
- 12 -
<PAGE>
SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Date: March 14, 2000
/s/ Jack Silver
Jack Silver
/s/ Shirley Silver
Shirley Silver
JACK SILVER AND SHIRLEY SILVER FOUNDATION
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR LEIGH SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR ROMY SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHERLEIGH ASSOCIATES LLC
By: /s/ Jack Silver
Name: Jack Silver
Title: Manager
<PAGE>
SCHEDULE 13D
SHERLEIGH ASSOCIATES, INC. PROFIT SHARING PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHERLEIGH ASSOCIATES, INC. DEFINED BENEFIT PENSION
PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
<PAGE>
SCHEDULE 13D
AGREEMENT
The undersigned, Jack Silver, Shirley Silver, Jack Silver and Shirley
Silver Foundation, Shirley Silver Trust for Leigh Silver, Shirley Silver Trust
for Romy Silver, Sherleigh Associates LLC, Sherleigh Associates, Inc. Profit
Sharing Plan and Sherleigh Associates, Inc. Defined Benefit Plan, agree that the
statement to which this exhibit is appended is filed on behalf of each of them.
March 14, 2000
/s/ Jack Silver
Jack Silver
/s/ Shirley Silver
Shirley Silver
JACK SILVER AND SHIRLEY SILVER
FOUNDATION
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR LEIGH SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR ROMY SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHERLEIGH ASSOCIATES LLC
By: /s/ Jack Silver
Name: Jack Silver
Title: Manager
<PAGE>
SCHEDULE 13D
SHERLEIGH ASSOCIATES, INC. PROFIT SHARING
PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHERLEIGH ASSOCIATES, INC. DEFINED BENEFIT
PENSION PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
<PAGE>
