SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Terex Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
880779103
(CUSIP Number)
W. Robert Cotham
201 Main Street, Suite 2600, Fort Worth, Texas 76102
(817)390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
*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).
**The total number of shares reported herein is 837,800, which constitutes
approximately 8.0% of the total number of shares outstanding, assuming,
pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 10,538,017
shares of the Stock outstanding. The number of outstanding shares of the
Stock reported in the Issuer's most recent quarterly report on Form 10-Q is
10,358,817.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Airlie Group L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 360,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 360,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
539,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.1% (3)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, EBD L.P.
(2) Assumes conversion of 40,000 shares of the Issuer's Series A
Cumulative Redeemable Convertible Preferred Stock into an aggregate
of 90,000 shares of the Stock and the exercise of 40,000 warrants to
purchase an aggregate of 89,200 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,538,017 shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
EBD L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 360,300 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 360,300 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
539,500 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.1% (4)
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its two general partners, Dort A.
Cameron, III and TMT-FW, Inc.
(2) Solely in its capacity as the sole general partner of The Airlie
Group L.P.
(3) Assumes conversion of 40,000 shares of the Issuer's Series A
Cumulative Redeemable Convertible Preferred Stock held by The Airlie
Group, L.P. into an aggregate of 90,000 shares of the Stock and the
exercise of 40,000 warrants to purchase an aggregate of 89,200
shares of the Stock held by The Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,538,017 shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Dort A. Cameron III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: Dort A. Cameron III is a
citizen of the United States of America.
7. Sole Voting Power: 6,000
Number of
Shares
Beneficially 8. Shared Voting Power: 360,300 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,000
Person
With
10. Shared Dispositive Power: 360,300 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
545,500 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.2% (3)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as one of two general partners of EBD L.P.
with respect to all but 6,000 shares.
(2) Assumes conversion of 40,000 shares of the Issuer's Series A
Cumulative Redeemable Convertible Preferred Stock held by The Airlie
Group, L.P. into an aggregate of 90,000 shares of the Stock and the
exercise of 40,000 warrants to purchase an aggregate of 89,200
shares of the Stock held by The Airlie Group, L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,538,017 shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TMT-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 360,300 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 360,300 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
539,500 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.1% (4)
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P.
(3) Assumes conversion of 40,000 shares of the Issuer's Series A
Cumulative Redeemable Convertible Preferred Stock held by The Airlie
Group, L.P. into an aggregate of 90,000 shares of the Stock and the
exercise of 40,000 warrants to purchase an aggregate of 89,200
shares of the Stock held by The Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,538,017 shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Thomas M. Taylor is a citizen
of the United States of America.
7. Sole Voting Power: 237,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 360,300 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 237,300 (1)
Person
With
10. Shared Dispositive Power: 360,300 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
776,800 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.4% (4)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President of Thomas M. Taylor & Co. with
respect to 237,300 shares.
(2) Solely in his capacity as President of TMT-FW, Inc. with respect to
all but 237,300 shares.
(3) Assumes conversion of 40,000 shares of the Issuer's Series A
Cumulative Redeemable Convertible Preferred Stock held by The Airlie
Group, L.P. into an aggregate of 90,000 shares of the Stock and the
exercise of 40,000 warrants to purchase an aggregate of 89,200
shares of the Stock held by The Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,538,017 shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor & Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Margin Account
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 237,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 237,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
237,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.3%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Douglas K. Bratton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: Douglas K. Bratton
is a citizen of the United States of America.
7. Sole Voting Power: 5,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%(1)
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Airlie Associates II
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from its partners
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: New York
7. Sole Voting Power: 50,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 50,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
50,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its managing partner, Elizabeth C.
Cameron.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
January 17, 1989, as amended by Amendment No. 1 dated April 26, 1991,
Amendment No. 2 dated July 2, 1991, Amendment No. 3 dated June 23, 1992,
Amendment No. 4 dated October 6, 1992, Amendment No. 5 dated November 23,
1992, Amendment No. 6 dated December 21, 1992, Amendment No. 7 dated April 2,
1993, Amendment No. 8 dated April 19, 1993, Amendment No. 9 dated December 22,
1993, Amendment No. 10 dated May 25, 1994 and Amendment No. 11, dated October
4, 1995 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per
share, of Terex Corporation. Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TAG Working Capital(1) $8,700,000.00(2)
EBD Not Applicable Not Applicable
DAC Personal Funds $ 61,350.00
Taylor & Co. Margin Account at
Merrill Lynch
Pierce Fenner &
Smith Incorpor-
ated (3) $3,058,799.96 (4)
DKB Personal Funds $ 50,250.00
AAII Contributions
from Partners $ 502,500.00
(1) As used herein, the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general. None of
the funds reported herein as "Working Capital" were borrowed or otherwise
obtained for the specific purpose of acquiring, handling, trading or voting
the Stock.
(2) Such sum includes $1,000,000 expended by TAG to purchase the
shares of Preferred Stock and Warrants of the Issuer as described below in
Item 4 under "Recent Transaction", but does not include any funds that may be
expended by TAG to acquire additional shares of the Stock for $.01 per share
upon exercise of such Warrants. This figure represents the total amount
expended by TAG for all purchases of shares of the Stock, without subtracting
sales. Therefore, such figure does not accurately reflect TAG's current net
investment in shares of the Stock. The aggregate current net investment of
TAG in shares of the Stock is $6,098,095.41.
(3) Taylor & Co.'s cash obligations pursuant to such margin account
purchases were satisfied with Working Capital.
(4) This figure represents the total amount expended by Taylor & Co.
for all purchases of shares of the Stock, without subtracting sales.
Therefore, such figure does not accurately reflect Taylor & Co.'s current net
investment in shares of the Stock. The aggregate current net investment of
Taylor & Co. in shares of the Stock is $2,660,070.16.
See Item 4 also.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraph (a) of Item 5 hereby is amended in its entirety to read as
follows:
(a)
TAG
The aggregate number of shares of the Stock that TAG may, pursuant
to Rule 13d-3 of the Act, be deemed to own beneficially is 539,500, which
constitutes approximately 5.1% of the 10,538,017 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
EBD
Because of its position as the sole general partner of TAG, EBD may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
539,500 shares of the Stock, which constitutes approximately 5.1% of the
10,538,017 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
DAC
Because of his individual ownership of 6,000 shares of the Stock and
his position as one of two general partners of EBD, DAC may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 545,500 shares of
the Stock, which constitutes approximately 5.2% of the 10,538,017 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
TMT-FW
Because of its position as one of two general partners of EBD,
TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 539,500 shares of the Stock, which constitutes approximately 5.1% of
the 10,538,017 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.
TMT
In his capacity as President and sole director of each of TMT-FW and
Taylor & Co., TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 776,800 shares of the Stock in the aggregate, which
constitutes approximately 7.4% of the 10,538,017 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 237,300, which constitutes
approximately 2.3% of the outstanding shares of the Stock.
DKB
The aggregate number of shares of the Stock that DKB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 5,000, which constitutes
less than 0.1% of the outstanding shares of the Stock.
AAII
The aggregate number of shares of the Stock that AAII owns
beneficially, pursuant to Rule 13d-3 of the Act, is 50,000, which constitutes
approximately 0.5% of the outstanding shares of the Stock.
To the best knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TAG
Acting through its sole general partner, TAG has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
360,300 shares of the Stock.
EBD
In its capacity as the sole general partner of TAG, and acting
through its general partners, EBD has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 360,300 shares of the
Stock.
DAC
In his capacity as one of two general partners of EBD, DAC has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 360,300 shares of the Stock. DAC has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 6,000 shares
of the stock.
TMT-FW
In its capacity as one of two general partners of EBD, and acting
through its President and sole director, TMT-FW has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 360,300
shares of the Stock.
TMT
In his capacity as the President and sole director of TMT-FW, TMT
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 360,300 shares of the Stock. In his capacity as the
President and sole director of Taylor & Co., TMT has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 237,300
shares of the Stock.
Taylor & Co.
Acting through its President, Taylor & Co. has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
237,300 shares of the Stock.
DKB
DKB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 5,000 shares of the Stock.
AAII
Acting, through its managing partner, AAII has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
50,000 shares of the Stock.
Paragraph (c) of Item 5 hereby is amended in its entirety to read as
follows:
(c) Since the last Amendment to this Schedule 13D filed on October
4, 1995, the Reporting Persons have sold shares of the Stock in open market
transactions on the New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE SOLD SHARE
Taylor 10-09-95 2,600 $ 4.70
TAG 10-09-95 7,400 4.70
TAG 10-18-95 320,000 4.58
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the filing persons, none of the persons named in response
to paragraph (a) has effected any transactions in the shares of the Stock
since the last Amendment to this Schedule 13D filed on October 4, 1995.
(d)-(e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement Pursuant to Rule 13d-1(f)(l)(iii), filed
herewith.
Exhibit B -- Information with respect to the partners of Trailer,
previously filed with Amendment No. 1 to the Schedule 13D.
Exhibit C -- Loan Agreement dated as of July 13, 1989, between TAG
and KCS, previously filed with Amendment No. 1 to the Schedule 13D.
Exhibit D -- Promissory Note from KCS to TAG, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit E -- Pledge Agreement between KCS and TAG, previously filed
with Amendment No. 1 to the Schedule 13D.
Exhibit F -- Agreement dated as of April 25, 1991, among TAG,
Trailer, KCS, Holdings, Fruehauf and the Issuer, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit G -- Power of Attorney of Trailer, previously filed with
Amendment No. 2 to the Schedule 13D.
Exhibit H -- Exchange Agreement by and among Fruehauf, TAG and
Trailer, previously filed with Amendment No. 2 to the Schedule 13D.
Exhibit I -- Exchange Agreement by and among Fruehauf, the Issuer,
TAG, Trailer and KCS, previously filed with Amendment No. 2 to the Schedule
13D.
Exhibit J -- Exchange Agreement by and among the Issuer, TAG,
Trailer and KCS, previously filed with Amendment No. 2 to the Schedule 13D.
Exhibit K -- Registration Rights Agreement by and among the Issuer,
KCS, TAG and Trailer, previously filed with Amendment No. 2 to the Schedule
13D.
Exhibit L -- Information with respect to the partners of AAII,
previously filed with Amendment No. 3 to the Schedule 13D.
Exhibit M -- Power of Attorney of David A. Sachs, previously field
with Amendment No. 3 to the Schedule 13D.
Exhibit N -- Power of Attorney of Karen R. Sachs, previously filed
with Amendment No. 3 to the Schedule 13D.
Exhibit O -- Power of Attorney of Douglas K. Bratton, previously
filed with Amendment No. 3 to the Schedule 13D.
Exhibit P -- Power of Attorney of Airlie Associates II, previously
filed with Amendment No. 5 to the Schedule 13D.
Exhibit Q -- Press Release of the Issuer issued on April 19, 1993,
previously filed with Amendment No. 8 to the Schedule 13D.
Exhibit 4.1 -- Letter Agreement dated December 20, 1993, between the
Issuer and TAG, previously filed with Amendment No. 9 to the Schedule 13D.
Exhibit 4.2 -- Certificate of Designation of Preferences and Rights
of Series A Cumulative Redeemable Convertible Preferred Stock of the Issuer,
previously filed with Amendment No. 9 to the Schedule 13D.
Exhibit 4.3 -- Preferred Stock Registration Rights Agreement dated
December 20, 1993, among the Issuer and the signatory parties thereto,
previously filed with Amendment No. 9 to the Schedule 13D.
Exhibit 4.4 -- Warrant Registration Rights Agreement dated December
20, 1993, among the Issuer and the signatory parties thereto, previously filed
with Amendment No. 9 to the Schedule 13D.
Exhibit 4.5 -- Warrant Agreement dated December 20, 1993, between
the Issuer and Mellon Securities Trust Company, as Warrant Agent, previously
filed with Amendment No. 9 to the Schedule 13D.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: October 19, 1995
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited
partnership, General
Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
TMT-FW, INC.
THOMAS M. TAYLOR & CO.
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
DOUGLAS K. BRATTON (3)
AIRLIE ASSOCIATES II (4)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Douglas K. Bratton previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Airlie Associates II previously has been filed with the
Securities and Exchange Commission.
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited
partnership, General
Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
TMT-FW, INC.
THOMAS M. TAYLOR & CO.
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
DOUGLAS K. BRATTON (3)
AIRLIE ASSOCIATES II (4)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Douglas K. Bratton previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Airlie Associates II previously has been filed with the
Securities and Exchange Commission.
