SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)<1>
Triple S Plastics, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
896926102
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(Cusip Number)
John F. Adams, Esq.
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5541
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 2000
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(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 that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), 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 Rule 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 15 pages)
<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 ("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).
CUSIP No. 896926102 13D Page 2 of 15 pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. Christian Schauer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 537,667 Shares
8 SHARED VOTING POWER
BENEFICIALLY
2,571,846 Shares
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
537,667 Shares
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0- Shares
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,846 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 896926102 13D Page 3 of 15 pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Victor V. Valentine, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 958,066 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,571,846 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 958,066 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 - Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,846 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 423666106000 13D Page 4 of 15 pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Canavan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 877,978 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,594,538 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 877,978 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,692 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,538 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 896926102 13D Page 5 of 15 pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David L. Stewart
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 132,135 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,587,846 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 132,135 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 16,000 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,587,846 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.1%
14 TYPE OF REPORTING PERSON
IN
This Amendment No. 1 is jointly filed pursuant to Rule 13d-2(a)
promulgated under the Securities Exchange Act of 1934 (the "Act") and
amends the Schedule 13D's previously filed by A. Christian Schauer,
Victor V. Valentine, Jr., Daniel B. Canavan and David L. Stewart
(collectively, the "Reporting Persons") on July 13, 2000 with respect
to shares of Triple S Plastics, Inc., a Michigan corporation (the
"Company"). The shares of common stock, no par value (the "Common
Stock"), of the Company owned by the Reporting Persons are subject to
a Shareholders Agreement, dated as of July 13, 2000 (the "Shareholders
Agreement"), entered into by the Reporting Persons, Eimo Oyj, a
Finnish corporation ("Eimo"), and Spartan Acquisition Corp., a wholly
owned subsidiary of Eimo ("Merger Sub"). Under the terms of the
Shareholders Agreement, the Reporting Persons have agreed, among other
things, to vote their shares of Common Stock in favor of the Agreement
and Plan of Merger, dated July 13, 2000 (the "Merger Agreement"), by
and among the Company, Eimo and Merger Sub, which provides for Merger
Sub to merge with and into the Company. As a result of entering into
the Shareholders Agreement, the Reporting Persons may be deemed to
have formed a "group" with each of the other Reporting Persons, for
purposes of Section 13(d)(3) of the Securities Act of 1933 (the "1933
Act") and Rule 13d-5(b)(1) thereunder. The Reporting Persons expressly
declare that the filing of this Amendment No. 1 shall not be construed
as an admission by the Reporting Persons of the formation of, or
membership in, such group.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock of the
Company. The principal executive offices of the Company are located
at 7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by A. Christian
Schauer, Victor V. Valentine, Jr., Daniel B. Canavan, and David L.
Stewart. The agreement among Reporting Persons relating to the joint
filing of this statement is filed as Exhibit 4 hereto.
A. Christian Schauer is a citizen of the United States of
America and his principal occupation is serving as Chief Executive
Officer of the Company. The business address of Mr. Schauer is 7950
Moorsbridge Road, Suite 200, Portage, Michigan 49024.
Victor V. Valentine, Jr. is a citizen of the United States
of America and his principal occupation is serving as President of the
Company. The business address of Mr. Valentine is 7950 Moorsbridge
Road, Suite 200, Portage, Michigan 49024.
Daniel B. Canavan is a citizen of the United States of
America and his principal occupation is serving as Chairman of the
Board of Directors of the Company. The business address of Mr.
Canavan is 7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024.
(page 6 of 15)
David L. Stewart is a citizen of the United States of
America and has been retired for more than five years. Prior to his
retirement, Mr. Stewart served as Chairman and Chief Executive Officer
of the Company. The business address of Mr. Stewart is 1022 Essex
Circle, Kalamazoo, Michigan 49008.
During the last five years, none of the Reporting Persons
(i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A portion of the Common Stock owned by Mr. Schauer was
acquired through the exercise of options issued under the Company's
Outside Director Option Plan to the Reporting Person and the remainder
was acquired through employee stock options granted by the Company.
A portion of the Common Stock owned by Mr. Valentine was
acquired prior to the initial public offering of the Company and the
remainder was acquired through employee stock options granted by the
Company.
A portion of the Common Stock owned by Mr. Canavan was
acquired prior to the initial public offering of the Company, a
portion was acquired on the open market and the remainder was acquired
through employee stock options granted by the Company.
A portion of the Common Stock owned by Mr. Stewart was
acquired prior to the initial public offering by the Company;
additional Common Stock was acquired through the exercise of options
issued under the Company's Outside Director Option Plan and the
remainder was purchased on the open market.
ITEM 4. PURPOSE OF TRANSACTION.
Eimo required the Reporting Persons to enter into the
Shareholders Agreement as a condition to Eimo's entering into the
Merger Agreement. In satisfaction of this condition and as an
inducement to Eimo's entering into the Merger Agreement, the Reporting
Persons agreed to enter into the Shareholders Agreement.
The consummation of the Merger is subject to approval by the
Company's shareholders, Internal Revenue Code Section 368
reorganization tax treatment, the receipt of certain regulatory
approvals, and the satisfaction or waiver of certain other conditions
as more fully described in the Merger Agreement.
(page 7 of 15)
The Reporting Persons currently own enough shares of
outstanding Common Stock to cause the Merger and the related
transactions to be approved at the Company shareholders meeting to be
called for that purpose, and pursuant to the Shareholders Agreement,
the Reporting Persons have agreed to vote all of the shares of Common
Stock beneficially owned by them in favor of the Merger, the adoption
of the Merger Agreement and each of the other transactions
contemplated by the Merger Agreement at that meeting. In addition, if
the Reporting Persons acquire the right to vote any additional shares
of Common Stock, the Shareholders Agreement shall be applicable to
such additional shares. The Reporting Persons have also agreed, among
other things, to restrictions upon the transfers of their shares of
Common Stock prior to the termination of the Shareholders Agreement.
The Shareholders Agreement will terminate upon the earlier to occur of
the completion of the Merger or the termination of the Merger
Agreement. The Reporting Persons are jointly and severally obligated,
prior to the record date for any shareholder action on the Merger, to
hold, or if not held, to purchase or repurchase such number of shares
of Common Stock as will result in all of the Reporting Persons
together holding, in the aggregate, not less than 50.1% of the total
number of shares of Common Stock outstanding as of such record date.
If the Merger is consummated as contemplated by the Merger
Agreement, (i) Merger Sub will be merged with and into the Company,
(ii) the Board of Directors of the Company will be replaced by the
Board of Directors of Merger Sub, (iii) the Articles of Incorporation
of the Company will be replaced by the charter of Merger Sub, (iv) the
Company's Common Stock will cease to be authorized for listing on the
Nasdaq National Market and (v) the Company's Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended. It is anticipated
that one of the directors of the Company will be a member of the Board
of Directors of Eimo.
The preceding summary of certain provisions of the
Shareholders Agreement is not intended to be complete and is qualified
in its entirety by reference to the full text of such agreement, a
copy of which is incorporated by reference as Exhibit 2 hereto, and
which is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The share ownership percentages described in this Schedule
13D are based on 3,763,549 shares of Common Stock being outstanding on
August 29, 2000, as reported by the Company.
(a) The aggregate number of shares and percentage of Common
Stock beneficially owned by each of the Reporting Persons as of the
date hereof is as follows:
(page 8 of 15)
(1) A. Christian Schauer beneficially owns 2,571,846
shares of Common Stock, constituting approximately
58.9% of the outstanding Common Stock. 38,000 of
such shares are owned directly by Mr. Schauer,
499,667 of such shares are subject to options
owned by Mr. Schauer exercisable within 60 days,
and 2,034,179 of such shares are owned by the
other Reporting Persons. Mr. Schauer is deemed to
beneficially own the shares of Common Stock owned
by the other Reporting Persons by virtue of his
agreement to act together with the other Reporting
Persons pursuant to the Shareholders Agreement.
(2) Victor V. Valentine, Jr. beneficially owns
2,571,846 shares of Common Stock, constituting
approximately 58.9% of the outstanding Common
Stock. 915,066 of such shares are owned directly
by Mr. Valentine, 43,000 of such shares are
subject to options owned by Mr. Valentine
exercisable within the next 60 days, and 1,613,780
of such shares are owned by the other Reporting
Persons. Mr. Valentine is deemed to beneficially
own the shares of Common Stock owned by the other
Reporting Persons by virtue of his agreement to
act together with the other Reporting Persons
pursuant to the Shareholders Agreement.
(3) Daniel B. Canavan beneficially owns 2,594,538
shares of Common Stock, constituting approximately
59.3% of the outstanding Common Stock. 877,978 of
such shares are owned directly by Mr. Canavan,
16,802 of such shares are held in an irrevocable
trust for his dependent children, of which his
wife is trustee, and are deemed to be beneficially
owned by Mr, Canavan, 5,890 of such shares are
owned by his dependent children and are deemed to
be beneficially owned by Mr. Canavan, 43,000 of
such shares are subject to options owned by Mr.
Canavan exercisable within the next 60 days, and
1,693,868 of such shares are owned by the other
Reporting Persons. Mr. Canavan is deemed to
beneficially own the shares of Common Stock owned
by the other Reporting Persons by virtue of his
agreement to act together with the other Reporting
Persons pursuant to the Shareholders Agreement.
(4) David L. Stewart beneficially owns 2,587,846
shares of Common Stock, constituting approximately
59.1% of the outstanding Common Stock. 116,823 of
such shares are owned directly and solely by Mr.
Stewart, 15,312 of such shares are owned directly
and jointly by Mr. Stewart and his wife, 16,000 of
(page 9 of 15)
such shares are owned by Mr. Stewart's wife and
are deemed to be beneficially owned by Mr.
Stewart, 23,000 of such shares are subject to
options owned by Mr. Stewart exercisable within
the next 60 days, and 2,416,711 of such shares are
owned by the other Reporting Persons. Mr. Stewart
is deemed to beneficially own the shares of Common
Stock owned by the other Reporting Persons by
virtue of his agreement to act together with the
other Reporting Persons pursuant to the
Shareholders Agreement.
(b) The number of shares of Common Stock as to which each
Reporting Person had the sole power to vote or to direct the vote,
shared power to vote or to direct the vote, and sole or shared power
to dispose of or to direct the disposition of, as of the date hereof
is as follows:
(1) A. Christian Schauer has the sole power to vote
and dispose of 537,667 shares of Common Stock,
shared power to direct the vote of 2,571,846
shares of Common Stock, and no shared power to
dispose of shares of Common Stock. SEE PARAGRAPH
(a)(1) ABOVE.
(2) Victor V. Valentine, Jr. has the sole power to
vote and dispose of 958, 066 shares of Common
Stock, shared power to direct the vote of
2,571,846 shares of Common Stock, and no shared
power to dispose of shares of Common Stock. SEE
PARAGRAPH (a)(2) ABOVE.
(3) Daniel B. Canavan has the sole power to vote and
dispose of 920,978 shares of Common Stock, shared
power to direct the vote of 2,594,538 shares of
Common Stock, and the shared power to dispose of
shares of 22,692 shares of Common Stock. SEE
PARAGRAPH (a)(3) ABOVE.
(4) David L. Stewart has the sole power to vote and
dispose of 139,823 shares of Common Stock, shared
power to direct the vote of 2,587,846 shares of
Common Stock, and shared power to dispose of
16,000 shares of Common Stock. SEE PARAGRAPH
(a)(4) ABOVE.
Each Reporting Person hereby disclaims beneficial ownership
over the shares of Common Stock reported herein but owned by the other
Reporting Persons or other shareholders (including the power to vote,
to direct the voting of, to dispose, or to direct the disposition of,
any such shares).
(page 10 of 15)
(c) The following sets forth a list of each of the
transactions in the Common Stock effected by any of the Reporting
Persons during the past 60 days. Each transaction was effected via an
open market transaction.
Reporting Transaction Number of Price
Person Date Shares Sold Per Share ($)
--------- ------------ ----------- -------------
08/29/00 30,000 30.1417
Victor V. Valentine, Jr.
Daniel B. Canavan 08/29/00 30,000 30.1417
(d) Information with respect to ownership and control of
shares of Common Stock by the Shareholders is set forth in the Company
Shareholders Agreement, including the number of shares and options
(exercisable within 60 days) owned by the Reporting Persons. To the
knowledge of the Reporting Persons, the right to receive dividends
with respect to shares of Common Stock and the power to direct the
receipt of dividends from, or the proceeds of the sale of, each of the
shares of Common Stock held by the Reporting Persons are held by the
Reporting Persons as reflected by the Shareholders Agreement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On May 11, 1999, Messrs. Schauer, Valentine, and Canavan
entered into an Irrevocable Proxy and Purchase Right Agreement (the
"Proxy Agreement"). Under the terms of the Proxy Agreement, Messrs.
Canavan and Valentine agreed that for so long as Mr. Schauer is
employed as Chief Executive Officer of the Company, they will vote all
of their respective shares to provide that Mr. Schauer is elected as a
member of the Board of Directors of the Company.
Messrs. Schauer, Valentine, and Canavan, together with David
L. Stewart, a member of the Board of Directors of the Company, entered
into a Shareholders Agreement with Eimo under which they each have
agreed to vote all of the shares of the Company owned by them in favor
of the Merger Agreement and against any proposal that would impede or
prevent the completion of the Merger, and to grant Eimo a proxy with
respect to the voting of their shares in favor of the Merger Agreement
upon the terms and subject to the conditions set forth in the
Shareholders Agreement. The Shareholders Agreement also provides
that, between the date of the Merger Agreement and the closing of the
Merger, none of the Reporting Persons would (1) sell more than
$1,000,000 of Common Stock or (2) take any action that would cause the
Reporting Persons to own, in the aggregate, less than 50.1% of the
outstanding shares of Common Stock prior to the record date for the
special meeting of shareholders to be held at a later date for the
shareholders of the Company to consider and vote on a proposal to
approve the Merger Agreement.
(page 11 of 15)
To the best knowledge of the Reporting Persons, except as
described in this Schedule 13D or in the Merger Agreement, the
Shareholders Agreement, the Proxy Agreement, or the documents referred
to herein or therein, there are at present no contracts, arrangements,
understandings or relationships (legal or otherwise) between any
Reporting Person and any other person with respect to any securities
of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated July 13,
2000, among Eimo Oyj, Spartan Acquisition
Corp., and Triple S Plastics, Inc.
(Previously filed.)
Exhibit 2 Company Shareholders Agreement, dated as of
July 13, 2000, between Eimo Oyj, Spartan
Acquisition Corp., and A. Christian Schauer,
Daniel B. Canavan, Victor V. Valentine, Jr.,
and David L. Stewart. (Previously filed.)
Exhibit 3 Irrevocable Proxy and Purchase Right
Agreement dated as of May 11, 1999 by and
Among A. Christian Schauer, Daniel B. Canavan
and Victor V. Valentine, Jr. (Previously
filed.)
Exhibit 4 Joint Filing Agreement
(page 12 of 15)
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and
correct.
Dated: September 25, 2000
/s/ A. Christian Schauer
------------------------------
A. Christian Schauer
/s/ Victor V. Valentine, Jr.
------------------------------
Victor V. Valentine, Jr.
/s/ Daniel B. Canavan
------------------------------
Daniel B. Canavan
/s/ David L. Stewart
------------------------------
David L. Stewart
(page 13 of 15)
EXHIBIT INDEX
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Document Page
Exhibit Description Number
------- ----------- ------
Exhibit 1 Agreement and Plan of Merger, dated (previously
July 13, 2000 among Eimo Oyj, filed)
Spartan Acquisition Corp., and
Triple S Plastics, Inc.
Exhibit 2 Company Shareholders Agreement, (previously
dated as of July 13, 2000, between filed)
Eimo Oyj, Spartan Acquisition
Corp., and A. Christian Schauer,
Victor V. Valentine, Jr., Daniel B.
Canavan and David L. Stewart
Exhibit 3 Irrevocable Proxy and Purchase Right (previously
Agreement dated as of May 11, 1999 filed)
by and Among A. Christian Schauer,
Daniel B. Canavan and Victor V.
Valentine, Jr.
Exhibit 4 Joint Filing Agreement Page 15
(page 14 of 15)
EXHIBIT 4
---------
JOINT FILING AGREEMENT
The undersigned hereby agree that the statements in their
Schedule 13D with respect to the shares of common stock, no par value
per share, of Triple S Plastics, Inc., dated August 29, 2000 is, and
any amendments to such Amendment No. 1 to Schedule 13D signed by each
of the undersigned shall be, filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Dated: September 25, 2000
/s/ A. Christian Schauer
------------------------------
A. Christian Schauer
/s/ Victor V. Valentine, Jr.
------------------------------
Victor V. Valentine, Jr.
/s/ Daniel B. Canavan
------------------------------
Daniel B. Canavan
/s/ David L. Stewart
------------------------------
David L. Stewart
u:\edgar\triples\0925-13D.edg
(page 15 of 15)
