UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Chartwell Leisure Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
16139F106
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(CUSIP Number)
Richard L. Fisher
299 Park Avenue
New York, New York 10171
(212) 752-5000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copies to:
John N. Turitzin Kenneth N. Musen
Battle Fowler Bergman, Horowitz & Reynolds
75 East 55th Street 157 Church Street
New York, New York 10022 New Haven, Connecticut 06502
(212) 856-7000 (203) 785-1320
March 13, 1997
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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 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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
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).
C/M: 08743.0313 480638.2
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CUSIP No. 16139F106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chartwell Leisure Associates L.P. II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
4,738,328(1)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,294,737(1)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,738,328(1)
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,052,631(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,033,065(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / X /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
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14 TYPE OF REPORTING PERSON
PN
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1 See Items 5 and 6 for a description of the shares for which Chartwell
Leisure Associates L.P. II is deemed to have voting and dispositive power.
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CUSIP No. 16139F106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chartwell Leisure Corp. II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
4,738,328(2)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,294,737(2)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,738,328(2)
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,052,631(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,033,065(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / X /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
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14 TYPE OF REPORTING PERSON
CO
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2 See Items 5 and 6 for a description of the shares for which Chartwell
Leisure Corp. II is deemed to have voting and dispositive power.
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CUSIP No. 16139F106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FSNL LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
0(3)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,294,737(3)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 242,106(3)
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,052,631(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,737(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(3)
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14 TYPE OF REPORTING PERSON
OO
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3 See Items 5 and 6 for a description of the shares for which FSNL LLC is
deemed to have voting and dispositive power. As described in Item 6, FSNL
LLC disclaims beneficial ownership of 4,738,328 shares of the Common Stock
beneficially owned by Chartwell Leisure Associates L.P. II and Chartwell
Leisure Corp. II.
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CUSIP No. 16139F106 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Saidye Rosner Bronfman Ruby Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
0(4)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,294,737(4)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 242,106(4)
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,052,631(4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,737(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(4)
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14 TYPE OF REPORTING PERSON
OO
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4 See Items 5 and 6 for a description of the shares for which The Saidye
Rosner Bronfman Ruby Trust is deemed to have voting and dispositive power.
As described in Item 6, The Saidye Rosner Bronfman Ruby Trust disclaims
beneficial ownership of 4,738,328 shares of the Common Stock beneficially
owned by Chartwell Leisure Associates L.P. II and Chartwell Leisure Corp.
II.
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CUSIP No. 16139F106 SCHEDULE 13D
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This statement amends and supplements the chedule 13D, dated December
20, 1995 (the "Schedule 13D"), which was originally filed with the Securities
and Exchange Commission (the "SEC") on January 2, 1996 on behalf of Chartwell
Leisure Associates L.P. II and Chartwell Leisure Corp. II with respect to the
ownership of common stock, $0.01 par value ("Common Stock"), of Chartwell
Leisure Inc., a Delaware corporation formerly known as National Lodging Corp.
(the "Company"), as amended and supplemented by Amendment No. 1 to the Schedule
13D, dated January 24, 1996 ("Amendment No. 1"), Amendment No. 2 to the Schedule
13D, dated February 14, 1996 ("Amendment No. 2"), Amendment No. 3 to the
Schedule 13D, dated April 11, 1996 ("Amendment No. 3"), Amendment No. 4 to the
Schedule 13D, dated May 16, 1996 ("Amendment No. 4"), and Amendment No. 5 to the
Schedule 13D, dated August 8, 1996 ("Amendment No. 5," together with Amendment
No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, "Amendment Nos. 1,
2, 3, 4 and 5"), which Amendment Nos. 1, 2, 3, 4 and 5 were filed with the SEC
on January 26, 1996, February 20, 1996, April 26, 1996, June 12, 1996 and August
21, 1996, respectively, on behalf of Chartwell Leisure Associates L.P. II,
Chartwell Leisure Corp. II, FSNL LLC and The Comet Trust, with respect to
Amendment Nos. 1, 2 and 3, and Chartwell Leisure Associates L.P. II, Chartwell
Leisure Corp. II, FSNL LLC and The Saidye Rosner Bronfman Ruby Trust, with
respect to Amendment Nos. 4 and 5.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This statement relates to the common stock, $0.01 par value (the
"Common Stock"), of Chartwell Leisure Inc., a Delaware corporation (the
"Company") which has its principal executive offices at 605 Third Avenue, New
York, New York 10158.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following:
Pursuant to the Company's Rights Offering described in Item 4 below,
Chartwell L.P. and FSNL paid an aggregate of $15,793,890, or $14.00 per share,
to purchase an aggregate of 1,128,135 shares of Common Stock on March 13, 1997.
The $15,793,890 used to make the Rights Offering Purchase described in Item 4
below came from the working capital of Chartwell L.P., or affiliates of
Chartwell L.P., and FSNL.
Chartwell L.P. obtained its share of the funds required to make the
Rights Offering Purchase from capital contributions by its partners. Chartwell
Corp. obtained the funds required to make its capital contribution to Chartwell
L.P. from capital contributions by its stockholders. The Fisher Partners, Martin
L. Edelman and Gordon P. Getty obtained their funds through personal funds. FGT
obtained its funds from working capital.
FSNL obtained its share of the funds required to make the Rights
Offering Purchase from capital contributions by its members.
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CUSIP No. 16139F106 SCHEDULE 13D
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Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
On March 13, 1997, pursuant to the exercise of an aggregate of
1,128,135 subscription rights that were distributed by the Company to its
existing stockholders (the "Rights Offering"), Chartwell L.P. and FSNL purchased
directly from the Company an aggregate of 1,128,135 shares of Common Stock for
an aggregate purchase price of $15,793,890, or $14.00 per share (the "Rights
Offering Purchase"). Chartwell L.P. paid $12,404,406 for 886,029 shares of
Common Stock and FSNL paid $3,389,484 for 242,106 shares of Common Stock. As a
result of the Rights Offering Purchase, the Item 2 Persons beneficially own in
the aggregate approximately 45.1% of the Company's outstanding Common Stock.
Item 5. Interest in the Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) As of the date of this Amendment No. 6 to Schedule 13D, Chartwell
L.P. and FSNL beneficially owned a total of 6,033,065 and 1,294,737 shares of
Common Stock, respectively. Chartwell L.P. and FSNL beneficially owned
approximately 45.1% and 9.7%, respectively, of the 13,389,756 shares of Common
Stock outstanding as of March 21, 1997. Chartwell L.P. and Chartwell Corp. share
voting and dispositive power with respect to the Common Stock beneficially owned
by Chartwell L.P. FSNL and Ruby share voting and dispositive power with respect
to the Common Stock beneficially owned by FSNL. Chartwell L.P. and Chartwell
Corp. also share with FSNL voting power with respect to all of the shares of
Common Stock beneficially owned by FSNL and share with FSNL dispositive power
with respect to 1,052,631 shares of Common Stock beneficially owned by FSNL.
(b) Subject to the terms of the 1995 Stock Purchase Agreement, the
Amended and Restated 1996 Purchase Agreement, the Amended and Restated
Stockholders' Agreement and the Amendment to Amended and Restated Stockholders'
Agreement discussed in Item 6 below, Chartwell L.P. has sole voting and
dispositive power with respect to 4,738,328 shares of the 6,033,065 shares of
Common Stock it beneficially owns. Chartwell L.P. has shared voting power with
respect to 1,294,737 shares of the 6,033,065 shares of Common Stock it
beneficially owns and shared dispositive power with respect to 1,052,631 shares
of the 6,033,065 shares of Common Stock it beneficially owns. Chartwell L.P. and
Chartwell Corp. share voting and dispositive power with respect to the Common
Stock beneficially owned by Chartwell L.P.
Subject to the terms of the Amended and Restated 1996 Purchase
Agreement, the Amended and Restated Stockholders' Agreement and the Amendment to
Amended and Restated Stockholders' Agreement discussed in Item 6 below, FSNL has
shared voting power with respect to all 1,294,737 shares of Common Stock it
beneficially owns and shared dispositive power with respect to 1,052,631 shares
of the 1,294,737 shares of Common Stock it beneficially owns. FSNL and Ruby
share voting power with respect to the Common Stock beneficially owned by FSNL.
Chartwell L.P. and Chartwell Corp. also share voting power with respect to all
of the Common Stock beneficially owned by FSNL and share dispositive power with
respect to 1,052,631 shares of the 1,294,737 shares of Common Stock beneficially
owned by FSNL.
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CUSIP No. 16139F106 SCHEDULE 13D
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In addition, Fisher Brothers Financial and Development Company
("FBFDC") owns 2,460 shares of Common Stock and Richard L. Fisher owns 492
shares of Common Stock. FBFDC is a limited partnership in which Larry Fisher,
Zachary Fisher, Arnold Fisher, Richard L. Fisher and M. Anthony Fisher are the
general and limited partners. The Item 2 Persons disclaim beneficial ownership
of the shares owned by FBFDC and Richard L. Fisher and do not affirm the
existence of a group with either FBFDC or Richard L. Fisher with respect to
those shares.
(c) On March 13, 1997, pursuant to the exercise of an aggregate of
1,128,135 subscription rights in the Company's Rights Offering, Chartwell L.P.
and FSNL purchased directly from the Company an aggregate of 1,128,135 shares of
Common Stock for an aggregate purchase price of $15,793,890, or $14.00 per
share. As a result of the Purchase, the Item 2 Persons beneficially own in the
aggregate approximately 45.1% of the Company's outstanding Common Stock. None of
the Item 2 Persons has effected any other transactions in Common Stock in the
last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The last two paragraphs of Item 6 are hereby amended, supplemented and restated
as follows:
Amended and Restated Stockholders' Agreement
On February 14, 1996, Chartwell L.P. and FSNL entered into a
Stockholders' Agreement which provides for restrictions on the transfer and
voting of shares of Common Stock owned by Chartwell L.P. and FSNL. On March 14,
1996, Chartwell L.P. and FSNL LLC entered into an Amended and Restated
Stockholders' Agreement that amends and restates the Stockholders' Agreement in
certain respects. The Amended and Restated Stockholders' Agreement became
effective as of the closing of the Purchase described in Item 4. The Amended and
Restated Stockholders' Agreement includes certain voting arrangements (the
"Voting Arrangements") which provide that Chartwell L.P. and FSNL will vote
their shares of Common Stock to elect as a Director of the Company one nominee
selected by FSNL and any number of nominees selected by Chartwell L.P., and that
FSNL will vote its shares of Common Stock at all meetings of stockholders of the
Company and in any written consent in the manner directed by Chartwell L.P. The
Amended and Restated Stockholders' Agreement also includes certain transfer
restrictions (the "Transfer Restrictions") which provide for certain
restrictions on the transfer of their shares of Common Stock and on future
acquisitions of shares of Common Stock by Chartwell L.P. and FSNL. Under the
terms of the Amended and Restated Stockholders' Agreement, for a period of six
years beginning on August 8, 1996, FSNL is prohibited from transferring its
shares to persons other than Chartwell L.P. and certain other permitted
transferees identified in the Amended and Restated Stockholders' Agreement.
Additionally, under the Amended and Restated Stockholders' Agreement, FSNL is
afforded certain "tag-along" rights (the "Tag-Along Arrangements") exercisable
by it upon a sale of shares by Chartwell L.P. or upon a request by Chartwell
L.P. of a Demand Registration Statement pursuant to the Registration Rights
Agreement. Chartwell L.P. may sell its shares to FSNL and certain
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CUSIP No. 16139F106 SCHEDULE 13D
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other permitted transferees identified in the Amended and Restated Stockholders'
Agreement and to third parties, provided that Chartwell L.P. allows for FSNL to
"tag-along" in the event of sale to any third party. Chartwell L.P. may also
require FSNL to sell its shares to a third party offering to purchase all of
Chartwell L.P's and FSNL's shares of Common Stock (the "Drag-Along
Arrangements").
Amendment to Amended and Restated Stockholders' Agreement
On March 2, 1997, Chartwell L.P. and FSNL entered into an Amendment to
the Amended and Restated Stockholders' Agreement. Pursuant to the Amendment,
Chartwell L.P. and FSNL have agreed that the 886,029 shares of Common Stock
acquired by Chartwell L.P. in the Rights Offering and the 242,106 shares of
Common Stock acquired by FSNL in the Rights Offering are not subject to the
Transfer Restrictions, Tag-Along Arrangements or Drag-Along Arrangements, but
are subject to the Voting Arrangements.
Because FSNL is required to vote all of its shares of Common Stock in
the manner directed by Chartwell L.P. and because of the restrictions on
transfers of 1,052,631 shares of Common Stock by FSNL to entities other than
Chartwell L.P., Chartwell L.P. is deemed to share voting power with respect to
all of the Common Stock owned by FSNL and to share dispositive power with
respect to 1,052,631 shares of the 1,294,737 shares of Common Stock owned by
FSNL. Although Chartwell L.P. has agreed to vote its Common Stock in concert
with FSNL on certain matters and has agreed to certain restrictions on transfers
of its Common Stock, FSNL is not deemed to share voting and dispositive power
with respect to the Common Stock owned by Chartwell L.P. Accordingly, FSNL and
Ruby disclaim beneficial ownership of 4,738,328 shares of the shares of Common
Stock owned by Chartwell L.P. and Chartwell Corp.
Item 7. Materials to be Filed as Exhibits.
Exhibit I -- Amendment to Amended and Restated Stockholders' Agreement,
dated as of March 2, 1997, between Chartwell Leisure
Associates L.P. II and FSNL LLC.
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CUSIP No. 16139F106 SCHEDULE 13D
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 30, 1997
CHARTWELL LEISURE ASSOCIATES L.P. II
By: Chartwell Leisure Corp. II,
as general partner
By: /s/ Richard L. Fisher
---------------------------------------
Richard L. Fisher
President
CHARTWELL LEISURE CORP. II
By: /s/ Richard L. Fisher
---------------------------------------
Richard L. Fisher
President
FSNL LLC
By: /s/ Leonard M. Nelson
---------------------------------------
Leonard M. Nelson
Manager
THE SAIDYE ROSNER BRONFMAN RUBY TRUST
By: /s/ Leonard M. Nelson
---------------------------------------
Leonard M. Nelson
Trustee
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CUSIP No. 16139F106 SCHEDULE 13D
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 30, 1997
CHARTWELL LEISURE ASSOCIATES L.P. II
By: Chartwell Leisure Corp. II,
as general partner
By: /s/ Richard L. Fisher
Richard L. Fisher
President
CHARTWELL LEISURE CORP. II
By: /s/ Richard L. Fisher
Richard L. Fisher
President
FSNL LLC
By: /s/ Leonard M. Nelson
Leonard M. Nelson
Manager
THE SAIDYE ROSNER BRONFMAN RUBY TRUST
By: /s/ Leonard M. Nelson
Leonard M. Nelson
Trustee
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CUSIP No. 16139F106 SCHEDULE 13D
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Exhibit Index
Exhibit
Exhibit I -- Amendment to Amended and Restated Stockholders' Agreement, dated
as of March 2, 1997, between Chartwell Leisure Associates L.P. II
and FSNL LLC.
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Amendment to
Amended and Restated
Stockholders' Agreement
This amendment (this "Amendment"), dated as of March 2, 1997,
amends the Amended and Restated Stockholders' Agreement, dated as of March 14,
1996, between Chartwell Leisure Associates L.P. II, a Delaware limited
partnership ("Chartwell"), and FSNL LLC, a Connecticut limited liability company
("FSNL").
Preliminary Statement
Chartwell and FSNL are parties to an Amended and Restated
Stockholders' Agreement, dated as of March 14, 1996 (the "Agreement"), relating
to their ownership of shares of stock of Chartwell Leisure Inc. (formerly,
called National Lodging Corp.) (the "Company"). The Agreement sets forth certain
provisions regarding the management of the Company and the voting and transfer
of shares of the Company's common stock, par value $.01 per share ("Common
Stock"), owned by Chartwell and FSNL. The Company has commenced a rights
offering (the "Rights Offering") by distributing transferable subscription
rights ("Rights") to holders of record of Common Stock at the close of business
on February 13, 1997, allowing those holders of Common Stock, including
Chartwell and FSNL, to purchase additional shares of Common Stock by exercising
Rights. Chartwell and FSNL intend to acquire additional shares of Common Stock
by exercising the Rights that they receive in the Rights Offering and wish to
amend the Agreement to provide that the transfer restrictions of the Agreement
will not apply to any shares of Common Stock that they acquire in the Rights
Offering. Capitalized terms used as defined terms in this Amendment, but not
defined in this Amendment, have the same meaning in this Amendment as in the
Agreement.
THEREFORE, the parties hereto agree as follows:
1. As used in Article III and Sections 4.4 and 4.6 of the
Agreement, the term "Stock" shall be deemed not to include any shares of Common
Stock acquired by Chartwell, FSNL or any of their Affiliates through the
exercise of Rights ("Rights Offering Shares") or any additional shares of Common
Stock or other securities acquired by a Stockholder in respect of Rights
Offering Shares, whether as a result of a stock dividend, stock split or
otherwise.
2. The Agreement, as amended by this Amendment, remains in
full force and effect.
3. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
465613.1
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this
amendment as of the date first written above.
CHARTWELL LEISURE ASSOCIATES L.P. II
By: Chartwell Leisure Corp. II,
General Partner
By: /s/Richard L. Fisher
--------------------------------
Name: Richard L. Fisher
Title: President
FSNL LLC
By: /s/Leonard M. Nelson
----------------------------------
Name: Leonard M. Nelson
Title: Manager
465613.1
2
