UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telewest Communications plc
(Name of Issuer)
Ordinary Shares of 10p each
(Title of Class of Securities)
None**
(CUSIP Number)
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
1400 Lake Hearn Drive, Atlanta, Georgia 30319 (404) 843-5564
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1998
(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 CUSIP Number for the American Depositary Shares, each representing ten
Ordinary Shares of 10p each, is 87956P 10 5.
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).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 2 of 13
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara Cox Anthony
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 253, 765,818
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
253, 765,818
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (trustee, See Item 5)
- --------------------------------------------------------------------------------
________________________
1/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
Schedule 13D/A Page 3 of 13
Barbara Cox Anthony
Telewest Communications plc
ITEM 1. SECURITY AND ISSUER
This statement relates to the Ordinary Shares, par value 10p each
("Ordinary Shares"), of Telewest Communications plc, a company organized and
existing under the laws of England and Wales (the "Issuer").
The address of the principal executive and business office of the Issuer
is:
Telewest Communications plc
Genesis Business Park, Albert Drive
Woking, Surrey GU21 5RW
United Kingdom
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement on Schedule 13D is Barbara Cox
Anthony. A joint statement on Schedule 13D is being filed separately for Cox
U.K. Communications, L.P. ("Cox U.K." or the "Cox Affiliate"), Cox
Communications International, Inc. ("Cox International"), Cox Communications,
Inc. ("CCI"), Cox Holdings, Inc. ("CHI") and Cox Enterprises, Inc. ("CEI")
(collectively, the "Cox Entities"). Anne Cox Chambers, who shares control with
Mrs. Anthony over the Cox Entities, is also filing a separate statement on
Schedule 13D.
(b) The principal residence address of Mrs. Anthony is 3944 Noela Place,
Honolulu, Hawaii 96815.
(c) The present principal employment of Mrs. Anthony is Director and Vice
President of CEI.
(d) During the last five years, Mrs. Anthony has not been convicted in a
criminal proceeding.
(e) During the last five years, Mrs. Anthony has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as the result of which she was or is subject to any judgment, decree or final
order enjoining future violationsof, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
Schedule 13D/A Page 4 of 13
Barbara Cox Anthony
Telewest Communications plc
(f) Mrs. Anthony is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Except as provided in the share exchange agreement among the Predecessor,
the Issuer, CCI, the Cox Affiliate, SBCC and certain affiliates of SBCC, dated
as of August 11, 1995 (the "SBCC Share Exchange Agreement"), no separate
consideration was paid in connection with the acquisition by the Cox Affiliate
of Ordinary Shares and convertible preference shares, par value 10p each, of the
Issuer (the "Preference Shares") in 1995. In addition, no consideration was paid
in connection with the acquisition of Ordinary Shares as a result of conversion
of the Preference Shares as of September 8, 1998. On September 11, 1998, the Cox
Affiliate acquired 46,373,234 Ordinary Shares from the Issuer. CCI paid the
aggregate purchase price of 42,895,277.45 British pounds (or approximately
U.S.$71,755,000 based on the "Late NY" exchange rate published in the Wall
Street Journal on September 14, 1998) with borrowings under an existing bank
credit facility. Each of the foregoing transactions is described in Item 4
below.
ITEM 4. PURPOSE OF TRANSACTION
In 1995, the shareholders of the predecessor to the Issuer (the
"Predecessor") approved a merger (the "Merger") with SBC CableComms (UK)
("SBCC"), whereby the shareholders of the Predecessor and SBCC would transfer
all of their shares in those companies to the Issuer in exchange for Ordinary
Shares and, in certain cases, Preference Shares. Pursuant to the Merger and the
SBCC Share Exchange Agreement, the outstanding shares of SBCC were exchanged for
Ordinary Shares and Preference Shares, and the Cox Affiliate received 91,997,480
Ordinary Shares and 115,395,104 Preference Shares.
The foregoing description of the SBCC Share Exchange Agreement is qualified
in its entirety by reference to the SBCC Share Exchange Agreement, a copy of
which was previously filed as Exhibit 7.01 to the original Schedule 13D and is
incorporated herein by reference.
<PAGE>
Schedule 13D/A Page 5 of 13
Barbara Cox Anthony
Telewest Communications plc
In June 1998, the Issuer conditionally offered to purchase all of the
issued ordinary shares of General Cable plc ("General Cable") for a combination
of cash and Ordinary Shares and to purchase all of the issued American
Depository Shares of General Cable for a combination of cash and American
Depositary Shares of the Issuer (the "Offer"). The Issuer announced that the
Offer became unconditional in all respects on September 1, 1998 and that it had
received valid acceptance of the Offer representing approximately 93.56% of
General Cable's issued share capital. The Issuer funded the cash portion of the
Offer with a pre-emptive issue, by way of an open offer, to its securityholders
(the "Pre-emptive Issue"). Cox U.K., Media One Group, Inc. ("Media One"), and
Tele-Communications International, Inc. ("TINTA") agreed to subscribe for their
full, pro rata entitlement in the Pre-emptive Issue and to subscribe for any
remaining shares not subscribed for by other securityholders of the Issuer. On
September 11, 1998, CCI, through the Cox Affiliate, purchased 46,373,234
Ordinary Shares pursuant to the Pre-emptive Issue.
In addition, Cox, Media One, TINTA and SBC Communications, Inc. ("SBC")
agreed to convert their respective holdings of Preference Shares into Ordinary
Shares upon the Offer becoming unconditional. The Preference Shares were
convertible into Ordinary Shares on a 1-for-1 basis for no additional
consideration, and all of the outstanding Preference Shares were converted into
Ordinary Shares as of September 8, 1998.
Mrs. Anthony acquired indirect beneficial ownership of the Ordinary Shares
for investment purposes. The Cox Entities, subject to the agreements described
below, are evaluating various options to monetize all or part of the investment
in the Issuer. Although no agreement exists as to the timing or amount of any
sales, the Cox Entities may determine to sell all or a portion of the Ordinary
Shares that Cox U.K. holds at any time or from time to time. In addition, the
Cox Entities may in the future acquire additional Ordinary Shares of the Issuer
through open market purchases, private transactions or otherwise. In reaching
any decisions regarding any of the foregoing, the Cox Entities will consider
various factors including, but not limited to, the Issuer's business prospects,
other developments concerning the Issuer, other business opportunities available
to CCI and its affiliates, developments concerning CCI and its affiliates and
their businesses, and general economic and regulatory conditions.
Mrs. Anthony and the Cox Entities reserve the right to change their
intention regarding the investment in the Issuer's Ordinary Shares and to take
actions, presently undetermined, that could result in or relate to the items
enumerated in paragraphs (a) - (j) of Item 4 of Schedule 13D.
<PAGE>
Schedule 13D/A Page 6 of 13
Barbara Cox Anthony
Telewest Communications plc
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mrs. Anthony indirectly beneficially owns 253,765,818 Ordinary Shares,
which represents approximately 11.8% of the Issuer's outstanding Ordinary Shares
following (i) conversion of all outstanding Preference Shares, (ii) consummation
of the Pre-emptive Issue, and (iii) issuance of Ordinary Shares, including
American Depositary Shares representing Ordinary Shares, to General Cable
securityholders (assuming the exercise of all outstanding General Cable options
and full acceptance of the Offer).
The above Ordinary Shares are directly beneficially owned by Cox U.K. The
sole general partner of Cox U.K. is Cox International, which is a wholly owned
subsidiary of CCI, which in turn is controlled by CHI, which is wholly owned by
CEI.
As a trustee of the Barbara Cox Anthony Atlanta Trust and of the Dayton Cox
Trust A, Mrs. Anthony has beneficial ownership of an aggregate of approximately
69.6% of the outstanding capital stock of CEI. As a trustee of the Barbara Cox
Anthony Atlanta Trust and of the Dayton Cox Trust A, Anne Cox Chambers has
beneficial ownership of an aggregate of approximately 69.6% of the outstanding
capital stock of CEI. Thus, Mrs. Chambers and Mrs. Anthony together ultimately
control CEI, and thereby indirectly exercise beneficial ownership over the
shares reported in this Schedule 13D/A.
(b) Mrs. Anthony shares with Mrs. Anthony the indirect power to direct the
vote or direct the disposition of the 253,765,818 Ordinary Shares.
(c) On September 8, 1998, Cox U.K. converted 115,395,104 Preference Shares
into 115,395,104 Ordinary Shares. On September 11, 1998, Cox U.K. purchased
46,373,234 Ordinary Shares for a purchase price of 92.5 pence per share as part
of the Pre- emptive Issue.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Ordinary Shares referred to in paragraph (b) above.
<PAGE>
Schedule 13D/A Page 7 of 13
Barbara Cox Anthony
Telewest Communications plc
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The following contracts exist with respect to the Ordinary Shares of the
Issuer:
RELATIONSHIP AGREEMENT
The Issuer, TINTA and United Artists Programming-Europe, Inc. (the "TINTA
Affiliate"), MediaOne, MediaOne UK Cable, Inc. and MediaOne Cable Partnership
Holdings, Inc. (together, the "MediaOne Affiliates") Cox, the Cox Affiliate, SBC
and Southwestern Bell International Holdings (UK-1) Corporation (the "SBC
Affiliate") have entered into an Amended and Restated Relationship Agreement
(the "Relationship Agreement") with respect to the management of the Issuer and
the ownership, voting and disposal of their beneficial shares in the Issuer. The
Relationship Agreement became effective as of September 1, 1998, and it
supersedes the Co-Operation Agreement and the Share Dealing Agreement, each as
defined and described in the original Schedule 13D. The following summary of the
provisions of the Relationship Agreement which affect the holding or voting of
the Ordinary Shares is qualified in its entirety by reference to the
Relationship Agreement, a copy of which is incorporated by reference as Exhibit
7.05 to this Schedule 13D/A.
Voting Arrangements between the TINTA Group and the MediaOne Group
Pursuant to the Relationship Agreement, the TINTA Affiliate and the
MediaOne Affiliates have agreed that, on any matter requiring shareholder
approval, they will vote their Ordinary Shares together in such manner as may be
agreed by them or, in the absence of such agreement, will vote their Ordinary
Shares together in the manner that would most likely continue the status quo
without materially increasing the Issuer's financial obligations or materially
deviating from its approved budget and business plan. If the TINTA Affiliate or
the MediaOne Affiliates, as the case may be, have a conflict of interest in any
matter, they shall abstain from voting (or the Ordinary Shares owned by TW
Holdings LLC ("TW Holdings") and attributable to them shall not be voted) and
the members of the other affiliate group may vote (or the Ordinary Shares owned
by TW Holdings shall be voted) on such matter as they deem appropriate. These
voting restrictions will lapse after December 31, 1999 if TINTA or MediaOne so
notifies the other following the disposal by the other of more
<PAGE>
Schedule 13D/A Page 8 of 13
Barbara Cox Anthony
Telewest Communications plc
than 43 million of its Ordinary Shares other than to an Affiliate or pursuant to
a Permitted Demerger (defined as certain distributions which result in an
Affiliate of the transferor owning 80% or more of the transferor's shares in the
Issuer) or with the other's consent. As a result of these ownership and voting
arrangements, the TINTA Affiliate and the MediaOne Affiliates together generally
will be able to influence materially the outcome of any matter requiring
shareholder approval (other than one involving a special resolution), including
the election or removal of Directors, the creation and issue of further shares
and the granting of the necessary authority to the Directors to allot any
unissued shares.
The Relationship Agreement also provides that for so long as either the
TINTA and its affiliates (the "TINTA Group") or the MediaOne and its affiliates
(the "MediaOne Group") holds 15% or more of the Ordinary Shares in issue
ignoring all Ordinary Shares issued pursuant to or for the purposes of share
options, the consent of the TINTA Group and/or the MediaOne Group (as
appropriate) must be obtained by the Issuer before: (a) making any material
acquisition or disposal out of the ordinary course of business including any
transaction which would qualify as a Class 2 transaction for the purposes of the
Listing Rules of the London Stock Exchange Limited or which the Board intends to
announce; (b) incurring any borrowings or indebtedness in the nature of
borrowings or granting any security interest in excess of 50 million British
pounds in aggregate (excluding borrowings under facilities in place at the date
the Relationship Agreement became unconditional and any borrowings or security
interest consented to after that date); (c) allotting or issuing shares or
securities convertible into shares or granting options other than pursuant to
the offer to acquire General Cable plc, the Pre-emptive Issue or the conversion
by the TINTA Affiliate, the Media One Affiliate, the Cox Affiliate and the SBC
Affiliate of their holdings of Preference Shares into Ordinary Shares or
pursuant to options (depending on their terms), convertibles or similar
securities granted or issued before the date of the Relationship Agreement or
with the necessary consents after the date on which the Relationship Agreement
becomes unconditional; (d) appointing or removing the chief executive officer of
the Issuer; or (e) increasing the numbers of directors holding office beyond 14.
Restrictions Applicable to TINTA and MediaOne
TINTA and MediaOne have agreed amongst themselves that no transfers are
permitted by members of the TINTA Group or the MediaOne Group before December
31, 1999 other than (a) to an "Affiliate" (defined as a person controlled by,
controlling or under joint control with the relevant member of the TINTA Group
or the MediaOne Group) or (b) with the written consent of the other and approval
of the identity of the transferee and (if the transferee becomes a member of the
TINTA Group or the MediaOne Group) the transferee agreeing to adhere to the
Relationship Agreement or (c) pursuant to a Permitted Demerger.
<PAGE>
Schedule 13D/A Page 9 of 13
Barbara Cox Anthony
Telewest Communications plc
After, December 31, 1999, any proposed transfers by a member of the
MediaOne Group or the TINTA Group will be subject to rights of first refusal in
favor of the other of TINTA or MediaOne. These provisions will not apply to (a)
transfers to an Affiliate of TINTA or MediaOne or (b) a transfer pursuant to a
Permitted Demerger, provided that any transferee which becomes a member of the
relevant group executes a deed of adherence to the Relationship Agreement.
The Relationship Agreement also contains provisions for rights of first
offer as between the MediaOne Group and the TINTA Group in the event of certain
changes of control. Where the MediaOne Group or the TINTA Group is subject to a
change of control for these purposes, the group which is unaffected by the
change of control may offer to buy the shares of the affected group (or to sell
its shares to the affected group) specifying a price at which it is prepared to
buy or sell for these purposes or to consent to the change of control. If the
unaffected group does not consent, the affected group has the right to choose
whether to buy or sell at that price.
Restrictions Applicable to SBC and Cox
Any transfers by SBC and its affiliates (the "SBC Group") or CCI and its
affiliates (the "Cox Group") are subject to rights of first offer in favor of
MediaOne and TINTA other than in respect of: (a) "Public Transfers" (defined in
the Relationship Agreement as a transfer of shares through a brokerage
transaction effected on a national securities exchange, Nasdaq or the London
Stock Exchange, including a private transfer to a broker in anticipation of such
a transfer); (b) transfers where the shares remain controlled by the transferor;
(c) transfers between members of the same shareholder group or from a
shareholder in one group to a shareholder in the other, provided the transferee
executes a deed of adherence to the Relationship Agreement; or (d) transfers
following a general takeover offer for the Issuer (whether by a third party or
by SBC or CCI).
<PAGE>
Schedule 13D/A Page 10 of 13
Barbara Cox Anthony
Telewest Communications plc
Pre-emptive Rights
In addition to the statutory pre-emptive provisions provided under the
Companies Act 1985 (as amended), the Issuer has agreed pursuant to the
Relationship Agreement that the TINTA Group, the MediaOne Group and the Cox
Group will have the right to maintain a certain level of interest in the Issuer
going forward.
For so long as TW Holdings and/or the MediaOne Group and the TINTA Group
control 50.1% or more of the voting rights in the Issuer they will have the
right, on a dilative issue of shares, to require the Issuer to issue sufficient
Ordinary Shares to them to enable them to maintain their interest at 50.1% or
more on a fully diluted basis.
Otherwise, and for so long as the MediaOne Group or the TINTA Group
individually hold 15% or more of the Ordinary Shares ignoring Ordinary Shares
issued pursuant to or for the purposes of share options, they will have the
right to be notified of any issue of shares and (other than in the case of a
rights issue by the Issuer) to increase their holdings in the Issuer to enable
them to maintain their interest at 15% of the fully diluted Ordinary Shares. The
Cox Group has equivalent rights (as well as each of the MediaOne Group and the
TINTA Group if their respective shareholdings fall below 15%) to maintain their
interest at 7.5% of the fully diluted Ordinary Shares for so long as it holds at
least 7.5% of the Ordinary Shares in issue (ignoring Ordinary Shares issued
pursuant to or for the purpose of share options.)
These rights entitle the relevant shareholder group to purchase (at the
time of the dilutive issue) additional newly issued Ordinary Shares for cash at
a purchase price per share based on the average of the prices quoted on the
London Stock Exchange for the ten days ending on the day preceding the day on
which the right is exercised.
The Issuer also has a general obligation to use its best efforts to ensure
that any issue of shares is done in a manner that provides each shareholder
group, regardless of their then current shareholding in the Issuer, with an
opportunity to acquire additional Ordinary Shares to enable them to maintain
their percentage of ownership.
APPOINTMENT OF DIRECTORS
The Issuer's Articles of Association, as amended, provide that each of the
Cox Group, the SBC Group and Vivendi S.A. ("Vivendi") and its affiliates (the
"Vivendi Group") has the right to appoint one director to the Issuer's board of
directors for so long as the
<PAGE>
Schedule 13D/A Page 11 of 13
Barbara Cox Anthony
Telewest Communications plc
members of such group holds 7.5% of the outstanding Ordinary Shares or,
following a dilutive issuance, 5% or more of the Ordinary Shares, provided that
immediately before such dilutive issuance the TINTA Group, the MediaOne Group,
the SBC Group, the Cox Group or the Vivendi Group held 7.5% or more of the
outstanding Ordinary Shares. In addition, each committee of the Issuer's board
of directors must include at least one director designated by TINTA and one
director designated by MediaOne, and a majority of the members of each such
committee shall be independent of TINTA and MediaOne.
REGISTRATION RIGHTS
The Issuer has agreed that the TINTA Affiliate, the MediaOne Affiliates,
the SBC Affiliate, the Cox Affiliate and Vivendi will have the right, subject to
certain limited exceptions, to require the Issuer to include all or any portion
of their Ordinary Shares in any registered offering by the Issuer of Ordinary
Shares under the Securities Act or in a public offering under UK law. In
addition, the TINTA Affiliate, the MediaOne Affiliates, the SBC Affiliate, the
Cox Affiliate and Vivendi will have the right to cause the Issuer on up to ten
separate occasions (two exercisable by each of the TINTA Affiliate, the MediaOne
Affiliates, the SBC Affiliate, the Cox Affiliate and Vivendi) to offer all or
any part of their Ordinary Shares for sale in a registered offering under the
Securities Act or in a public offering under UK law.
The foregoing summary of the Registration Rights Agreement, as amended, is
qualified in its entirety by reference to the Registration Rights Agreement and
Amendment No. 1 to the Registration Rights Agreement, copies of which were
previously filed as Exhibit 7.02 to the original Schedule 13D or are
incorporated by reference as Exhibit 7.06 to this Schedule 13D/A, respectively.
<PAGE>
Schedule 13D/A Page 12 of 13
Barbara Cox Anthony
Telewest Communications plc
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The SBCC Share Exchange Agreement, the Registration Rights Agreement, the
Co-Operation Agreement and the Share Dealing Agreement were previously filed as
Exhibits 7.01, 7.02, 7.03 and 7.04, respectively, to the original Schedule 13D.
Exhibit 7.05 Amended and Restated Relationship Agreement by and among
the Issuer, the MediaOne Affiliates, TINTA, the TINTA
affiliate, CCI, the Cox Affiliate, SBC International, Inc.
and the SBC Affiliate. (incorporated by reference to exhibit
10.55 of the Registration Statement on Form S-4 of Telewest
Communications plc, Commission file no. 333-50201)
Exhibit 7.06 Amendment No. 1 to the Registration Rights Agreement, by and
among the Issuer, the TINTA Affiliate, the MediaOne
Affiliates, the SBC Affiliate, Southwestern Bell
International Holdings(UK-2) Corporation, the Cox Affiliate,
GUHL and Vivendi.(incorporated by reference to exhibit 10.56
of the Registration Statement on Form S-4 of Telewest
Communications plc, Commission file no. 333-50201)
<PAGE>
Schedule 13D/A Page 13 of 13
Barbara Cox Anthony
Telewest Communications plc
SIGNATURE
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.
BARBARA COX ANTHONY
9/26/98 By: /s/ Barbara Cox Anthony
_______________________ __________________________________
Date Barbara Cox Anthony
