-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ivp1PCba50fNpCaxzfKpHi2ObzmxijtuYXdZQL2cMnDcT4fExVbZyT1mLQFShmr0 6EjIlg91PGA7Egls0wuXrQ== 0000897423-97-000167.txt : 19971223 0000897423-97-000167.hdr.sgml : 19971223 ACCESSION NUMBER: 0000897423-97-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971222 SROS: NYSE GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: PORTFOLIO ASSOCIATES, INC. GROUP MEMBERS: PORTFOLIO F INVESTORS, L.P. GROUP MEMBERS: SID R. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: TF INVESTORS, L.P. GROUP MEMBERS: THE BASS MANAGEMENT TRUST GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TRINITY CAPITAL MANAGEMENT, INC. GROUP MEMBERS: TRINITY I FUND L P GROUP MEMBERS: TRINITY I FUND, L.P. GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT GROUP MEMBERS: WESLEY RICHARD GUYLAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRAWFORD & CO CENTRAL INDEX KEY: 0000025475 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 580506554 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13289 FILM NUMBER: 97742055 BUSINESS ADDRESS: STREET 1: 5620 GLENRIDGE DR NE CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042560830 MAIL ADDRESS: STREET 1: 5620 GLENRIDE DR CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY I FUND L P CENTRAL INDEX KEY: 0001002783 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 CRAWFORD & COMPANY SCHED. 13D AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Crawford & Company (Name of Issuer) Class B Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 22463320 (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) December 19, 1997 (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 [ ]. *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 1,614,050 shares, which constitutes approximately 6.3% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 25,511,224 shares outstanding. 1. Name of Reporting Person: Trinity I Fund, 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: 614,572 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, TF Investors, L.P. (2) Solely in its capacity as the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio F Investors, L.P. 1. Name of Reporting Person: TF Investors, 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: 614,572 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Trinity Capital Management, Inc. (2) Solely in its capacity as the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio F Investors, L.P. 1. Name of Reporting Person: Trinity Capital Management, 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: Delaware 7. Sole Voting Power: 614,572 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) Solely in its capacity as the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio F Investors, L.P. 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: USA 7. Sole Voting Power: 614,572 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as President and sole stockholder of Trinity Capital Management, Inc., which is the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio F Investors, L.P. 1. Name of Reporting Person: Portfolio F Investors, 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: 614,572 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Associates, Inc. 1. Name of Reporting Person: Portfolio Associates, 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: Delaware 7. Sole Voting Power: 614,572 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 614,572 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 614,572 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.4% 14. Type of Reporting Person: CO - ---------- (1) Solely in its capacity as the sole general partner of Portfolio F Investors, L.P. 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 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: 164,570 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 164,570 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,570 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass 1. Name of Reporting Person: Perry R. Bass 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: USA 7. Sole Voting Power: 164,570 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 164,570 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,570 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacities as sole trustee and as one of two trustors of The Bass Management Trust. 1. Name of Reporting Person: Nancy L. Bass 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: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,570 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: IN - ---------- (1) Solely in her capacity as one of two trustors of The Bass Management Trust and by virtue of her power to revoke same. 1. Name of Reporting Person: Sid R. Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 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: 164,570 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 164,570 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,570 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through one of its trustees, Sid R. Bass. 1. Name of Reporting Person: Sid R. Bass 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: USA 7. Sole Voting Power: 164,570 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 164,570 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,570 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass Management Trust and by virtue of his power to revoke same. 1. Name of Reporting Person: Lee M. Bass 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: USA 7. Sole Voting Power: 164,554 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 164,554 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 164,554 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Wesley Guylay Capital Management 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: Texas 7. Sole Voting Power: 505,784 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 505,784 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 505,784 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Wesley Richard Guylay. 1. Name of Reporting Person: Wesley Richard Guylay 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: USA 7. Sole Voting Power: 505,784 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 505,784 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 505,784 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as the sole general partner of Wesley Guylay Capital Management. 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 July 12, 1996, (the "Schedule 13D"), relating to the Class B Common Stock, par value $1.00 per share (the "Stock"), of Crawford & Company. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the 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 TIF Not Applicable Not Applicable TFI Not Applicable Not Applicable TCM Not Applicable Not Applicable TMT Not Applicable Not Applicable PFI Working Capital (1) $ 8,230,626.16 PA Not Applicable Not Applicable BMT Trust Funds (2) $ 2,289,650.51 PRB Not Applicable Not Applicable NLB Not Applicable Not Applicable SRBMT Trust Funds (2) $ 2,289,401.17 SRB Not Applicable Not Applicable LMB Personal Funds (3) $ 2,289,456.64 WGCM Working Capital (1) $ 5,384,046.66 WRG Not Applicable Not Applicable (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) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (3) As used herein, the term "Personal Funds" may include sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) TIF Because of its position as the sole stockholder of PA, which is the sole general partner of PFI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. TFI Because of its position as the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. TCM Because of its position as the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. TMT Because of his position as the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. PFI The aggregate number of shares of the Stock that PFI owns beneficially, pursuant to Rule 13d-3 of the Act, is 614,572, which constitutes approximately 2.4% of the outstanding shares of the Stock. PA Because of its position as the sole general partner of PFI, PA may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of the outstanding shares of the Stock. BMT The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 164,570, which constitutes approximately 0.6% of the outstanding shares of the Stock. PRB Because of his positions as sole trustee and as a trustor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 164,570 shares of the Stock, which constitutes approximately 0.6% of the outstanding shares of the Stock. NLB Because of her position as a trustor of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 164,570 shares of the Stock, which constitutes approximately 0.6% of the outstanding shares of the Stock. SRBMT The aggregate number of shares of the Stock that SRBMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 164,570, which constitutes approximately 0.6% of the outstanding shares of the Stock. SRB Because of his positions as a trustee and the sole trustor of SRBMT and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 164,570 shares of the Stock, which constitutes approximately 0.6% of the outstanding shares of the Stock. LMB The aggregate number of shares of the Stock that LMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 164,554, which constitutes approximately 0.6% of the outstanding shares of the Stock. WGCM The aggregate number of shares of the Stock that WGCM owns beneficially, pursuant to Rule 13d-3 of the Act, is 505,784, which constitutes approximately 2.0% of the outstanding shares of the Stock. WRG Because of his position as the sole general partner of WGCM, WRG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 505,784 shares of the Stock, which constitutes approximately 2.0% of the outstanding shares of the Stock. To the best of the 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) TIF As the sole stockholder of PA, which is the sole general partner of PFI, TIF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. TFI As the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. TCM As the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. TMT As the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of PFI, TMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. PFI Acting through its sole general partner, PFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. PA As the sole general partner of PFI, PA has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 614,572 shares of the Stock. BMT Acting through its Trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 164,570 shares of the Stock. PRB In his capacity as Trustee of BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 164,570 shares of the Stock. NLB NLB has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. SRBMT Acting through one of its Trustees and its sole Trustor, SRBMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 164,570 shares of the Stock. SRB Because of his position as a Trustee and the sole Trustor of SRBMT and by virtue of his power to revoke same, SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 164,570 shares of the Stock. LMB LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 164,554 shares of the Stock. WGCM Acting through its sole general partner, WGCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 505,784 shares of the Stock. WRG Because of his position as the sole general partner of WGCM, WRG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 505,784 shares of the Stock. (c) During the past 60 days, the Reporting Persons have purchased shares of the Stock in transactions on the New York Stock Exchange, as follows: REPORTING NO. OF SHARES PRICE PER PERSON DATE PURCHASED SHARE PFI 11/06/97 1,000 $21.40 PFI 12/04/97 6,200 21.21 PFI 12/05/97 2,500 21.50 PFI 12/08/97 4,000 22.29 PFI 12/19/97 25,700 20.56 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii), previously filed. 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: December 22, 1997 TRINITY I FUND, L.P., a Delaware limited partnership By: TF INVESTORS, L.P., a Delaware limited partnership, General Partner By: TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation, General Partner By: /s/ W.R. Cotham W.R. Cotham, Vice President TF INVESTORS, L.P., a Delaware limited partnership By: TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation, General Partner By: /s/ W.R. Cotham W.R. Cotham, Vice President TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation By: /s/ W.R. Cotham W.R. Cotham, Vice President PORTFOLIO F INVESTORS, L.P., a Delaware limited partnership By: PORTFOLIO ASSOCIATES, INC., a Delaware corporation, General Partner By: /s/ W.R. Cotham W.R. Cotham, Vice President PORTFOLIO ASSOCIATES, INC., a Delaware corporation By: /s/ W.R. Cotham W.R. Cotham, Vice President /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: THOMAS M. TAYLOR (1) THE BASS MANAGEMENT TRUST (2) PERRY R. BASS (3) NANCY LEE BASS (4) SID R. BASS MANAGEMENT TRUST (5) SID R. BASS (6) LEE M. BASS (7) /s/ Wesley Richard Guylay Wesley Richard Guylay, Individually and as Sole General Partner of Wesley Guylay Capital Management (1) 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. (2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of The Bass Management Trust 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 Perry R. Bass 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 Nancy L. Bass previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii), previously filed. -----END PRIVACY-ENHANCED MESSAGE-----