-----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, Hlyu0y0P+u3KrQwr3HDzUhpokebZM/zab2mKuehn58wrvz3Xl1a++nToP6iGpx4W 99KzKIC8K2Xgckm4Q9Q+bA== 0000897423-99-000250.txt : 19991025 0000897423-99-000250.hdr.sgml : 19991025 ACCESSION NUMBER: 0000897423-99-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991022 GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: PORTFOLIO II INVESTORS LP GROUP MEMBERS: PORTFOLIO II INVESTORS, L.P. GROUP MEMBERS: SID R. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: THE BASS MANAGEMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08281 FILM NUMBER: 99732634 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PORTFOLIO II INVESTORS LP CENTRAL INDEX KEY: 0001065941 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORTWORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 HAWTHORNE FINANCIAL CORPORATION SCHED. 13D, AMEND. NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hawthorne Financial Corporation (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 420542102 (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 8, 1999 (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(e), 13d-1(f) or 13d-1(g), 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 1,283,999 shares, which constitutes approximately 21.1% of the 6,089,487 shares deemed outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other ownership percentages set forth herein assume that there are 5,298,613 shares outstanding. 1. Name of Reporting Person: Portfolio II 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: 00-Partnership Contributions 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: 357,400 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 357,400 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 357,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.7% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Genpar, L.L.C. 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: 39,919 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 39,919 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 272,529 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% (3) 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass (2) Includes 232,610 shares of the Stock that may be acquired upon exercise of warrants. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,531,223 shares of the Stock outstanding. 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: -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: 279,132 (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): 5.0% (3) 14. Type of Reporting Person: 00-Trust - ---------- (1) One of the trustees and the sole trustor of Sid R. Bass Management Trust is Sid R. Bass. (2) Represents 279,132 shares of the Stock that may be acquired upon exercise of warrants. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of the Stock outstanding. 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: 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: 47,903 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 47,903 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 327,035 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.9% (2) 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as sole trustor of Sid R. Bass Management Trust with respect to 279,132 shares of the Stock that may be acquired upon exercise of warrants. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of the Stock outstanding. 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: 47,903 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 47,903 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 327,035 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.9% (2) 14. Type of Reporting Person: IN - ---------- (1) Includes 279,132 shares of the Stock that may be acquired upon exercise of warrants. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of the Stock outstanding. 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 8, 1998, as amended by Amendment No. 1 dated October 12, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per share (the "Stock"), of Hawthorne Financial Corporation (the "Issuer"). Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf of Portfolio II Investors, L.P., a Delaware limited partnership ("PII"), The Bass Management Trust ("BMT"), Sid R. Bass Management Trust ("SRBMT"), Sid R. Bass ("SRB") and Lee M. Bass ("LMB"). PII, BMT, SRBMT, SRB and LMB are sometimes hereinafter collectively referred to as the "Reporting Persons." Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management, Inc., a Delaware corporation ("TCM"), William P. Hallman, Jr. ("WPH"), Portfolio Genpar, L.L.C., a Delaware limited liability company ("PG"), Perry R. Bass ("PRB") and Nancy L. Bass ("NLB"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b)-(c) PII PII is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of PII, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to PG, the sole general partner of PII, is set forth below. PG PG is a Delaware limited liability company, the principal business of which is serving as the sole general partner of PII and other affiliated limited partnerships. The principal business address of PG, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person (in addition to TIF) of PG are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT William P. Hallman, 201 Main Street Director and Shareholder Jr. Suite 2500 of Kelly, Hart and Fort Worth, Texas 76102 Hallman, P.C. ("KHH") W. R. Cotham 201 Main Street Vice President/ Suite 2600 Controller of Fort Worth, Texas 76102 Bass Enterprises Production Co. ("BEPCO") KHH is a law firm whose business address is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. BMT BMT is a revocable grantor trust established pursuant to the Texas Trust Act. The principal business address of BMT, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to PRB, one of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT, is as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT PRB 201 Main Street, President of Perry R. Bass, Inc. Suite 2700 ("PRB, Inc.") Fort Worth, Tx. 76102 NLB 45 Westover Road Not presently employed. Fort Worth, Tx. 76107 PRB, Inc. is a Texas corporation, the principal businesses of which are ranching and the exploration for and production of hydrocarbons. The principal business address of PRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. SRBMT SRBMT is a revocable trust existing under the laws of the State of Texas. The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustees, PRB, LMB and SRB, has been set forth. SRB SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Sid R. Bass, Inc. ("SRB, Inc."). SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through Bass Enterprises Production Co. ("BEPCO")), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of SRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. LMB LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Lee M. Bass, Inc. ("LMB, Inc."). LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through BEPCO), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of LMB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. TIF TIF is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of TIF, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TFI, the sole general partner of TIF, is set forth below. TFI TFI is a Delaware limited partnership, the principal business of which is serving as the sole general partner of TIF. The principal business address of TFI, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TCM, the sole general partner of TFI, is set forth below. TCM TCM is a Delaware corporation, the principal business of which is serving as the sole general partner of TFI. The principal business address of TCM, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of TCM are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT William P. Hallman, See answers above. See answers above. Jr. W. R. Cotham See answers above. See answers above. WPH See answers above. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Persons PII The aggregate number of shares of the Stock that PII owns beneficially, pursuant to Rule 13d-3 of the Act, is 357,400, which constitutes approximately 6.7% 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 272,529, which constitutes approximately 4.9% of the 5,531,223 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). SRBMT The aggregate number of shares of the Stock that SRBMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 279,132, which constitutes approximately 5.0% of the 5,577,745 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). SRB Because of his position of sole trustor of SRBMT, and because of his direct beneficial ownership of 47,903 shares of the Stock, the aggregate number of shares of the Stock that SRB owns beneficially, pursuant to Rule 13d-3 of the Act, is 327,035, which constitutes approximately 5.9% of the 5,577,745 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). LMB The aggregate number of shares of the Stock that LMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 327,035, which constitutes approximately 5.9% of the 5,577,745 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Controlling Persons TIF Because of its position as the sole member of PG, which is the sole general partner of PII, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 357,400 shares of the Stock, which constitutes approximately 6.7% of the outstanding shares of the Stock. TFI Because of its position as the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 357,400 shares of the Stock, which constitutes approximately 6.7% 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 member of PG, which is the sole general partner of PII, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 357,400 shares of the Stock, which constitutes approximately 6.7% of the outstanding shares of the Stock. WPH 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 member of PG, which is the sole general partner of PII, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 357,400 shares of the Stock, which constitutes approximately 6.7% of the outstanding shares of the Stock. PG Because of its position as the sole general partner of PII, PG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 357,400 shares of the Stock, which constitutes approximately 6.7% 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 272,529 shares of the Stock, which constitutes approximately 4.9% of the 5,531,223 shares of the Stock deemed to be outstanding pursuant to Rule 13d- 3(d)(1)(i). 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 272,529 shares of the Stock, which constitutes approximately 4.9% of the 5,531,223 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i). 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) Reporting Persons PII Acting through its sole general partner, PII has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 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 39,919 shares of the Stock. SRBMT SRBMT has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. SRB SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 47,903 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 47,903 shares of the Stock. Controlling Persons TIF As the sole member of PG, which is the sole general partner of PII, TIF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 shares of the Stock. TFI As the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 shares of the Stock. TCM As the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 shares of the Stock. WPH 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 member of PG, which is the sole general partner of PII, WPH has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 shares of the Stock. PG As the sole general partner of PII, PG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 357,400 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 39,919 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. (c) During the past 60 days, the Reporting Persons have effected no transactions in shares of the Stock. 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(k)(1)(iii), previously filed. Exhibit 99.2 -- Registration Rights Agreement dated October 11, 1995 (previously incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). Exhibit 99.3 -- Form of Warrant dated December 12, 1995 (previously incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). 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: October 22, 1999 PORTFOLIO II INVESTORS, L.P., a Delaware limited partnership By: PORTFOLIO GENPAR, L.L.C. a Delaware limited liability company, General Partner By: /s/ W.R. Cotham W.R. Cotham, Vice President /s/ William P. Hallman, Jr. William P. Hallman, Jr., Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS MANAGEMENT TRUST (2) SID R. BASS (3) LEE M. BASS (4) (1) A Power of Attorney authorizing William P. Hallman, Jr., et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing William P. Hallman, Jr., et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing William P. Hallman, Jr., et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing William P. Hallman, Jr., 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(k)(1)(iii), previously filed. 99.2 Registration Rights Agreement dated October 11, 1995 (previously incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). 99.3 Form of Warrant dated December 12, 1995 (previously incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). -----END PRIVACY-ENHANCED MESSAGE-----