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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 20, 1999
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Physicians Resource Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13778 76-0456864
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14800 Landmark Blvd., Suite 500, Dallas, TX 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 892-7200
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Item 5. Other Events.
On April 20, 1999, Robert Alpert, a stockholder of Physicians Resource Group,
Inc. (the "Company") filed in the state district court of Harris County, Texas a
derivative lawsuit on behalf of the Company (the "Suit"). The Suit names David
Meyer, M.D. and Lucius E. Burch, III as defendants. Claims set forth in the
pleadings include claims that the Company's Board of Directors is improperly
constituted and claims that the Company's previously announced restructuring
activities are not in the best interests of the Company and its stockholders.
Relief sought includes (i) a request that the Court compel a special meeting of
stockholders to allow the election of new directors of the Company, (ii) a
request for an injunction seeking to enjoin the Company from pursuing its
previously announced restructuring activities and (iii) payment of damages by
Dr. Meyer and Mr. Burch to the Company.
A copy of the pleadings filed in the Suit are filed as an exhibit to this
Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description Reference
- ----------- ----------- ---------
99.1 Plaintiff's Original Petition Filed herewith
for Injunction and Damages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHYSICIANS RESOURCE GROUP, INC.
Date: April 29, 1999 By: /s/ Michael Yeary
--------------------------------
Michael Yeary, President
<PAGE>
EXHIBIT 99.1
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NO. ____________
ROBERT ALPERT, on behalf of (S) IN THE DISTRICT COURT OF
Physicians Resource Group, Inc. (S)
(S)
Plaintiff, (S)
(S)
vs. (S) HARRIS COUNTY, TEXAS
(S)
PHYSICIANS RESOURCE GROUP, INC., (S)
DR. DAVID MEYER, and (S)
LUCIUS E. BURCH, III, (S)
(S)
Defendants. (S) _____ JUDICIAL DISTRICT
PLAINTIFF'S ORIGINAL PETITION
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FOR INJUNCTION AND DAMAGES
--------------------------
TO THE HONORABLE JUDGE OF SAID COURT:
Robert Alpert, Plaintiff ("Alpert"), on behalf of Physicians Resource
Group, Inc., ("PRG") complains of Dr. David Meyer and Lucius E. Burch, III,
defendants, and would show the Court as follows:
I.
Introduction
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This is a shareholders' derivative action that involves the activities of
defendants Dr. David Meyer and Lucius E. Burch, III to unlawfully gain control
of PRG and manage the Company for the benefit of Meyer and other provider
shareholders, and not for the benefit of all shareholders of the Company.
1. Plaintiff intends to conduct discovery under a Level 3 Discovery
Control Plan.
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II.
Parties
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2. Plaintiff Robert Alpert is an individual resident of the State of
Texas and shareholder in PRG.
3. PRG is a Delaware corporation whose principal place of business in
Dallas, Texas. PRG also maintains an office at 5005 Riverway, Suite 400,
Houston, Texas 77056. PRG may be served by serving its registered agent for
service of process, CT Corporation System, 350 N. St. Paul Street, Dallas, Texas
75201. PRG is joined as a nominal defendant only and should be realigned as the
plaintiff on Counts I- III.
4. Defendant Dr. David Meyer is an individual resident of the State of
Tennessee, who has conducted business within the State of Texas, and is Chairman
of the Board of PRG. Meyer may be served with process by serving the Secretary
of State of the State of Texas pursuant to Section 17.044 of the Texas Civil
Practice and Remedies Code. His address is 1433 East Massey Road, Memphis,
Tennessee 38120.
5. Defendant Lucius E. Burch, III is an individual resident of the State
of Florida who has conducted business in the State of Texas, and serves as a
director on the Board of Directors of PRG. Burch may be served with process by
serving the Secretary of State of the State of Texas pursuant to Section 17.044
of the Texas Civil Practice and Remedies Code. His address is at 438 Rosemeade
Lane, Naples, Florida 33999.
6. Venue is proper in this Court because the Plaintiff resides in Harris
County and all or part of Plaintiff's causes of action accrued in Harris County,
Texas.
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III.
Nature of Action
----------------
7. This action is brought pursuant to Article 5.14, Texas Business
Corporation Act and Rule 42 of the Texas Rules of Civil Procedure by Plaintiff
who is a shareholder of PRG and is brought in order to enforce a right of the
corporation because the corporation has failed to enforce a right which may and
properly should be asserted by it.
8. Plaintiff has been a shareholder in PRG since the Company's inception
in 1993, remained a shareholder at the time of the acts giving rise to this
suit, and is currently a shareholder in the Company.
9. Plaintiff will fairly and adequately represent the interests of the
similarly situated shareholders of PRG in enforcing PRG's rights.
10. On December 20, 1998, Plaintiff wrote a letter to Dr. David Meyer,
complaining of Dr. Meyer's conflicts of interest and inability to perform as an
independent director, and that Dr. Meyer could not carry out an independent
review of PRG's claims against Dr. Meyer. Plaintiff received no satisfactory
reply. On February 9, 1999, Plaintiff wrote a letter to Mr. Lawrence Kalinec,
at Fulbright & Jaworski, counsel to PRG's board, complaining of the acts of
defendants Burch and Meyer, and their legal adviser, Mr. Linton Barbee, of
Fulbright & Jaworski. This letter was copied to all members of PRG's Board of
Directors and to Mr. Michael Yeary, the current Chief Operating Officer of PRG.
In the letter, Plaintiff complained that defendants Burch and Meyer had
unlawfully taken over the Board of Directors, and Plaintiff advised the board's
attorneys that each board member had a duty to review the non-performance of Dr.
Meyer relative to the failed tender offer he pursued with PRG, as well as
breaches of his other contracts with PRG. Plaintiff received
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no satisfactory reply to the complaints raised in his letter. On February 22,
1999, Plaintiff also sent a letter to Mr. James S. Ryan, at Jackson Walker LLP,
attorneys for PRG, noting the need to restructure the current board, and
suggesting ways to resolve some of the complaints Plaintiff had raised in his
earlier letter to Mr. Kalinec. The only replies received by Plaintiff were
unacceptable. Moreover, the rejection of his demands did not, and could not,
result from a decision of a majority vote of the independent and disinterested
directors, as required under sections F and H of Article 5.14, Texas Business
Corporation Act, because as set forth below, there are no independent or
disinterested directors on PRG's board. In the alternative, to the extent the
above does not constitute a demand and rejection, the requirement for demand
should be waived, as PRG will suffer irreparable harm if this suit is not
allowed to be prosecuted immediately.
IV.
Facts
-----
11. PRG was incorporated in 1993 in Delaware and began operations in 1995.
It provides management and administrative services for doctors engaged in
ophthalmic and optometric practices ("the Practices"). PRG is one of the
nation's largest single-specialty physician practice management companies.
PRG's principal mode of operations is to trade PRG stock for the operating
assets of the Practices and then have a subsidiary enter into Service Agreements
with the Practices whereby PRG provides management and administrative services
to the Practices in return for a portion of the Practices' revenues. As of
April 6, 1998, PRG and its subsidiaries were affiliated with 130 eye care
practices.
12. PRG's stock was publicly registered pursuant to the Securities Act of
1933, 15 U.S.C. (S)(S) 77b et. seq., and was originally offered to the public on
June 23, 1995 at a price of $13.00 per
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share. The Company was listed on the New York Stock Exchange, and its stock
has traded as high as $33.38 per share in June of 1996, but as low as $.50 per
share in October 1998. The New York Stock Exchange recently delisted the stock.
It is now traded on the Bulletin Board.
13. As PRG's stock price has declined, the advantages of its arrangements
with the Practices had become less financially desirable to the physicians who
owned the Practices. A number of the Practices have refused to pay PRG under
the Service Agreements. A number of the Practices have sought to terminate the
Service Agreements, and others have instituted litigation against PRG.
Defendant Meyer's practice owes PRG approximately two and one-half million
dollars, but PRG has failed to take any action to collect the sums owed to it by
Meyer and others under the Service Agreements.
14. As of April 6, 1998, the following persons served as officers of PRG.
Richard A. Gilleland Chairman of the Board and Chief Executive
Officer
Peter G. Dorflinger President and Chief Operating Officer
Richard J. D'Amico Executive Vice President
Jonathan R. Bond Senior Vice President
Michael Yeary Senior Vice President
Pamela B. Westbrook Vice President and Chief Financial Officer
15. As of March, 1998, the following persons comprised the members of the
Board of Directors:
Director: Term expires:
Alan C. Baum, M.D. 1998
Ronald L. Stanfa 1999
Lucius E. Burch, III 2000
Richard A. Gilleland 2000
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Dr. Alan Baum, Mr. Gilleland and Mr. Stanfa served as directors of PRG from June
1995. Mr. Burch served as a director since March 1996. As of that time, most
of PRG's board members at this date had significant business experience and
served on other corporate boards.
16. As part of a scheme to gain control of PRG, on July 25, 1998,
defendant Meyer obtained PRG's agreement to a Letter of Intent ("LOI") which set
forth Meyer's intention on behalf of the providers to restructure the Company.
The plan included: 1) a tender offer for at least 10,000,000 shares of the
common stock for a cash price of $6.00 per share; 2) the restructure of PRG's
management service agreements; 3) the resolution and settlement of certain
accounts payable and receivable between the Company and several of the providers
affiliated with the Company; 4) on satisfactory negotiation of acceptable
restructure documents, the transfer of the operating assets of the Practices
from the Company back to the Practices, and; 5) on satisfactory negotiation of
acceptable restructure documents, the transfer of an interest in ambulatory
surgery centers held by the Company back to the providers. In the letter of
intent, Meyer represented to PRG that he had received commitments acceptable to
him from providers and/or other persons and entities to purchase at least
5,000,000 shares of PRG stock at $5.00 per share, and Meyer further represented
that he had received commitments for financing the Tender Offer in amounts and
on terms acceptable to him and the other stock buyers. The letter of intent
called for the prompt drafting of Definitive Agreements. The LOI prohibited PRG
from entertaining or soliciting other offers during the period in which it
remained in effect, and consequently shut out any other prospective buyers or
interested parties. Meyer also represented in the LOI that "Meyer and the other
providers have no desire to conclude a transaction unless a majority of the
members of the PRG Board believe in good faith that the shareholders and the
bondholders of PRG are treated fairly."
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17. On July 30, 1998, Meyer filed the LOI with the United States
Securities and Exchange Commission.
18. Meyer, in fact, did not have adequate commitments from other stock
purchasers or from financing entities sufficient to carry out the cash tender
offer. Rather, Meyer proposed the LOI as part of a scheme to gain control of
PRG and to manage PRG's affairs for the benefit of himself and other providers,
and to the detriment of the non-provider shareholders.
19. On October 2,1998, Richard A. Gilleland resigned as a Chief Executive
Officer, but continued to serve on the board, until October 30, 1998. No CEO
has been named to replace Mr. Gilleland.
20. On October 26, 1998, after several extensions of the deadline for
effectuating the tender offer, PRG announced that the LOI and previous tender
offer by Meyer had been terminated, as it had become apparent to the board that
Meyer could not perform under the LOI and that he did not have the financing
that he had previously represented that he had.
21. On October 30, 1998, PRG announced in a press release that five new
directors were elected to the Board: Dr. David Meyer, Dr. Ralph G. Berkeley, Dr.
David D. Dulaney, Dr. Robert Osher, and Dr. John Shepherd. Immediately
following the election of the five new directors, the four serving directors,
Gilleland, Baum, Stanfa and Burch, resigned as directors. The announcement
indicated that the five new members would elect Burch to serve again, and that
Burch agreed. The addition of the five new members was merely an artifice to
replace the Board with one that answered to Meyer's wishes and to further his
efforts to avoid shareholder elections. The actions of October 30, 1998, were
taken in total disregard of the rights of the shareholders to elect directors.
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22. Defendants Meyer and Burch instigated and controlled this change of
the board of directors. Meyer and Burch induced the Chairman of the Board and
CEO, Richard Gilleland, and the President of the Company, Peter Dorflinger, to
resign by promising to pay them their full contracts if they stepped down early.
Meyer and Burch then induced Gilleland and the other two directors to appoint
Meyer and his colleagues in their place. With the exception of Burch, the board
is now comprised entirely of doctors who have contractual relationships with PRG
and whose economic interests conflict with the interests of those shareholders
who do not have contracts with PRG.
23. At the time Meyer took over the Board, the prior board had been
discussing whether or not to institute legal proceedings against Meyer based on
the failed tender offer, and had also considered suing him and others for sums
owed under the Service Agreements. PRG should have instituted such actions
against Meyer.
24. After Meyer and Burch took over the Board, PRG continued to have
significant problems. On November 2, 1998, PRG announced that Peter Dorflinger,
President and COO had been terminated, and Michael Yeary was appointed as
interim COO. PRG also announced that Ann Chaney, CFO, had resigned.
25. On November 13, 1998 PRG announced that it would not file its
quarterly report for the quarter ended September 30, 1998 on a timely basis as a
result of problems with the Company's internal controls and financial reporting
systems, recent executive terminations, lack of adequate financial information
concerning certain affiliated practices which are in disputes with the Company,
and Arthur Andersen's resignation as the Company's auditors. PRG also announced
that Dr. David Berkeley resigned as director and that Dr. Stephen Weinstock had
been appointed in his place.
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26. On November 19, 1998 PRG announced that Drs. Osher and Weinstock had
resigned as directors. Since November 19,1998, Dr. Meyer, Dr. Shepherd, Dr.
Dulaney and Mr. Burch have constituted PRG's board.
27. PRG has operated under a credit loan agreement from Nationsbank of
Tennessee. The Bank declared the loan in default in November 1998, as a result
of the recent executive terminations. The principal balance on the loan of
$9,500,000 was not accelerated, however. As part of efforts to assist PRG,
Robert Alpert executed a personal guaranty on the Nationsbank debt in the course
of negotiating a forebearance agreement with Nationsbank. Defendants Meyer and
Burch had previously executed limited guarantees for that debt.
28. Notwithstanding the fact that Meyer and Burch had executed only
limited guarantees on the Nationsbank debt, they have been charging PRG $120,000
per month for credit support, which is at an annualized rate in excess of 15 per
cent on the debt they partially guaranteed. When various efforts to obtain
further extensions of the Nationsbank loan and secure alternative financing
eventually failed, Nationsbank demanded payment on January 26, 1999, and only
Robert Alpert honored the guarantee. He arranged for Compass Bank to buy out
the loan, and then later, pursuant to his agreement with Compass Bank, became
obligated himself to purchase the loan from Compass Bank. Accordingly, Meyer
and Burch have been charging PRG for a service that was essentially worthless,
as neither performed on his guarantee to Nationsbank.
29. In 1996, PRG issued convertible subordinated debentures coming due in
2001 in the principal amount of $125,000,000, paying interest at six per cent.
On December 2, 1998, PRG announced it was unable to make the interest payment
then due on the debentures. Resurgence Asset Management (RAM), a company which
holds or manages approximately $92 million of the
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debentures, contacted PRG in October 1998, to discuss a possible restructuring
of the debt. RAM has remained in contact with PRG, and has been receiving
confidential and inside information from PRG in connection with RAM's efforts to
assist the Company in connection with financial difficulties and restructuring
arrangements. During this time period, RAM has also been buying PRG stock, which
purchases resulted in the filing of a schedule 13G with the United States
Securities and Exchange Commission on January 8, 1999, indicating that RAM had
acquired more than 10 percent of PRG's shares.
30. On March 19, 1999, PRG entered into a restructuring agreement with
RAM, which is contingent on the consummation by PRG of a restructuring by
September 30, 1999. The Company's overall restructuring would involve the sale
of practice assets and interests in the surgery centers to its affiliated
Practices and a concurrent termination of the Service Agreements, and a sale of
certain interests in the surgery centers to a strategic partner. Under the
terms of the restructuring agreement with RAM, debenture holders would receive
from PRG $100 million principal amount on the debentures, and an interest in the
net proceeds of certain patent litigation. PRG will also pay $3.75 million in
interest that was due on the debentures as of December 1, 1998. RAM and PRG are
proposing a Company restructuring that would yield approximately $80 million for
the practice assets and $20 million for the surgery centers. This proposal, if
consummated, would yield little for the non-provider shareholders, and would
allow the providers like Meyer and the other physician directors, to repurchase
their practices at very favorable rates.
31. PRG's Board of Directors has a duty to its shareholders to pursue
claims against all practices which are in default under their Service
Agreements, including that of Meyer. Moreover, the Board of Directors has a
duty to investigate and pursue claims against Meyer resulting from the
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failed tender offer and the misrepresentations he made therein. Additionally,
the Board should terminate and seek reimbursement for the credit support
transaction whereby defendants Meyer and Burch have been allowed to enrich
themselves at the expense of PRG in the amount of $120,000.00 per month. Given
the current structure of the illegally constituted Board, such actions are not
likely to be taken. In fact, the Board has refused or failed to take such
actions. Moreover, as long as Meyer and Burch remain in control, they will
continue to manage the company solely for the benefit of Meyer and other
providers, and not for the benefit of all shareholders.
V.
Count One
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Declaratory and Equitable Relief
--------------------------------
Dissolution of the Board and Special Election
---------------------------------------------
32. The facts and allegations contained in paragraphs 1 through 31 are
incorporated herein by reference.
33. Plaintiff seeks declaratory relief under Section 37.001, et. seq.,
Texas Civil Practice and Remedies Code, and injunctive relief as concerns the
illegal constitution of PRG's Board of Directors.
34. As set forth above, the defendants Meyer and Burch instigated and
carried out a scheme resulting in an unlawful reconstitution of the Board of
Directors of PRG in disregard of the rights of the shareholders to elect
directors. Moreover, the Board of Directors, as presently constituted, consists
of persons who do not fairly represent the interests of all of the
shareholders.; because of the conflict of interest arising from their
contractual relationships with the Company. The actions of Meyer, and of Burch
as a member of the prior board, in scheming to have the prior board replaced,
were taken for the primary purpose of interfering with the exercise of the
shareholder
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franchise, and negating the possible actions that might have been taken against
Meyer and others by the duly elected board on behalf of the shareholders.
35. Plaintiff requests that this Court declare the actions taken by the
Board on October 30, 1998 to be illegal, and that a special meeting of all
shareholders be ordered to allow the election of new directors by the
shareholders.
36. Plaintiff requests recovery of its reasonable and necessary attorneys'
fees and costs pursuant to Section 37.009, Texas Civil Practice and Remedies
Code.
VI.
Count Two
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Request for Injunctive Relief
-----------------------------
37. The facts and allegations contained in paragraphs 1 through 31 are
incorporated herein by reference.
38. As set forth above, Meyer and Burch have unlawfully seized control of
PRG by carrying out a replacement of the board of directors without a
shareholder vote. They are unlawfully continuing to manage PRG solely for the
benefit of the providers, and not for the benefit of the shareholders. If they
are allowed to proceed with their plan to restructure the Company, Plaintiff
Alpert will be irreparably harmed, as the value of his shares and that of the
other shareholders will be destroyed. Alpert has no adequate remedy at law to
prevent the harm that he and other shareholders will suffer. No restructuring
of the Company should take place until an independent board of directors is
constituted.
39. In order to preserve the status quo and the rights of Plaintiff and
other similarly situated shareholders, Plaintiff asks this Court to
preliminarily enjoin defendants Meyer and Burch
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from proceeding with their plan to restructure the Company, and from causing
PRG to proceed with the consummation of the agreement between PRG and RAM.
Moreover, on final hearing, Plaintiff seeks a permanent injunction enjoining
defendants Meyer and Burch from proceeding with their plan to restructure the
Company, and from causing PRG to proceed with the consummation of the agreement
between PRG and RAM.
VII.
Count Three
-----------
Breach of Fiduciary Duty and Duty of Loyalty
--------------------------------------------
40. The facts and allegations contained in paragraphs 1 through 31 are
incorporated herein by reference.
41. At all times relevant to the facts giving rise to this suit, Burch has
been serving on PRG's board of directors. As a director, he owes a fiduciary
duty and a duty of loyalty to PRG and to its shareholders. Burch's acts which
resulted in the appointment to the Board of Meyer and Meyer's friends to the
Board were not in the best interests of PRG or its shareholders, and constituted
a breach of his fiduciary duty and duty of loyalty. Moreover, Burch has acted,
and continues to act, not in the best interests of PRG or its shareholders, but
in the best interests of Meyer and the other providers. Burch's participation
in the reconstitution of the Board has prevented an independent board from
impartially evaluating and pursuing any claims which PRG may have against Meyer
in connection with the failed tender offer, or in connection with the sums owed
to PRG by Meyer's practice under the Service Agreement, and as such constitute a
breach of the duty of loyalty and a breach of fiduciary duty. Burch and Meyer's
plan to restructure the Company solely for the benefit of the providers is not
in the best interest of the shareholders, and constitutes
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a further breach of their fiduciary duty and duty of loyalty. Moreover, the
credit support agreement between Burch and PRG results in Burch, as a director,
receiving an improper personal benefit, with no reasonable consideration flowing
to PRG. Burch's acts have caused PRG, the Plaintiff and other similarly
situated shareholders to suffer damages in an as yet undetermined amount.
42. Since manipulating himself onto the Board of directors on October
30,1998, Meyer has served as a director of PRG. As a director, he owes a
fiduciary duty and a duty of loyalty to PRG and to its shareholders. Since
joining the Board, Meyer has acted, and continues to act, not in the best
interests of PRG or its shareholders, but in the best interests of himself and
the other providers. His assumption of the role of Chairman of the Board has
prevented an independent board from impartially evaluating and pursuing any
claims which PRG may have against him in connection with the failed tender
offer, or in connection with the sums he owes PRG under the Service Agreement,
and as such constitutes a breach of fiduciary duty and a breach of the duty of
loyalty. Meyer and Burch's plan to restructure the Company solely for the
benefit of the providers is not in the best interest of the shareholders, and
constitutes a further breach of their fiduciary duty and duty of loyalty.
Moreover, Meyer's acts regarding his reconstitution of the board and his plans
to restructure the Company have resulted in Meyer's receipt of improper personal
benefits. Additionally, the credit support agreement between Meyer and PRG
results in Meyer, as a director, receiving an improper personal benefit, with no
reasonable consideration flowing to PRG. Meyer's acts have caused PRG, Robert
Alpert and other similarly situated shareholders to suffer damages in an as yet
undetermined amount.
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Request For Jury Trial
----------------------
Pursuant to Rule 216 of the Texas Rules of Civil Procedure, Plaintiff
requests a trial by jury. Plaintiff tenders herewith the jury fee of $30.00.
WHEREFORE, premises considered, Plaintiff Robert Alpert, on behalf of
Physicians Resource Group, Inc. prays that Defendants and the Company be cited
to appear and answer and that this Court grant the following relief:
a. A temporary injunction be issued, after notice to Defendants and an
evidentiary hearing, restraining Defendants directly or indirectly from
proceeding with their plan to restructure the Company, and from causing PRG to
proceed with the consummation of the agreement between PRG and RAM during the
pendency of this action;
b. A permanent injunction be issued, on final trial of this cause,
enjoining Defendants directly or indirectly from proceeding with their plan to
restructure the Company, and from causing PRG to proceed with the consummation
of the agreement between PRG and RAM;
c. An order declaring the actions of the prior board of October 30, 1998,
resulting in a replacement of the board without a shareholder vote, to be
illegal and to be annulled;
d. An order requiring the present board to call a special election of the
shareholders to vote on the election of new directors; and
e. That judgment be entered in favor of Plaintiff for the benefit of
Physicians Resource Group, Inc. and against Defendants Meyer and Burch for
actual damages in an amount in excess of the minimum jurisdictional limits of
this Court, together with prejudgment interest and post-judgment interest at the
lawful rate, costs of court, and attorneys' fees under Section 37.009, Texas
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Civil Practice and Remedies Code, and for such other and further relief, at law
or in equity, to which the Plaintiff is justly entitled, and that Plaintiff have
and recover from the defendant corporation, Plaintiff's reasonable expenses
under Art. 5.14 (S)J, Texas Business Corporation Act.
Respectfully submitted,
CLEMENTS, O'NEILL, PIERCE & NICKENS, L.L.P.
By:
----------------------------------------
Jacks C. Nickens
State Bar No. 15013800
Paul D. Flack
State Bar No. 18090400
Barbara A. Clark
State Bar No. 04270700
1000 Louisiana, Suite 1800
Houston, Texas 77002
(713) 654-7600
(713) 654-7690 Fax
ATTORNEYS FOR PLAINTIFF
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VERIFICATION
------------
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
Before me, the undersigned Notary Public, on this day personally appeared
ROBERT ALPERT, who, after being duly sworn, stated under oath that he is the
Plaintiff in this action; that he has read the above petition; and that every
statement contained in the petition is within his personal knowledge and is true
and correct.
/s/ Robert Alpert
------------------------------------
ROBERT ALPERT
SUBSCRIBED AND SWORN TO BEFORE ME, on the 20th day of April, 1999, to
certify which witness may hand and official seal.
/s/ Linda J. Stanley
------------------------------------
Notary Public in and for the
State of Texas
[seal]
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