-----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, RrKVzewVv3YwHODu4f/GJBW+8jchpPWxEDOzHBzHLuFlxo6gtcVMahhJ2PSwCr9Z E41H706wDVbRzdp0vUhs5A== 0000922940-96-000004.txt : 19960930 0000922940-96-000004.hdr.sgml : 19960930 ACCESSION NUMBER: 0000922940-96-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960927 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USAIR GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33976 FILM NUMBER: 96635827 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7034185306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MD SASS INVESTORS SERVICES INC CENTRAL INDEX KEY: 0000922940 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132703405 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1185 AVERNUE OF THE AMERICAS STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127302000 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* USAIR GROUP INC. (Name of Issuer) Series B Cumulative Convertible Preferred Stock (Title of Class of Securities) 91190530 (CUSIP Number) Fred M. Stone, Esq., M.D. Sass Associates, Inc. 1185 Avenue of the Americas, New York, NY 10036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 1996 (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 . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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). SCHEDULE 13D CUSIP NO. 91190530 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.D. Sass Associates, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 cHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 122,346 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER None WITH 10 SHARED DISPOSITIVE POWER 122,346 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,346 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.87% 14 TYPE OF REPORTING PERSON * IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 91190530 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.D. Sass Investors Services, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 264,933 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER None WITH 10 SHARED DISPOSITIVE POWER 264,933 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,933 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.21% 14 TYPE OF REPORTING PERSON * IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 91190530 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.D. Sass Associates, Inc. Employees Profit Sharing Plan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 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 New York NUMBER OF 7 SOLE VOTING POWER None. See Item 5(b) SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 3,308 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER None. See Item 5(b) WITH 10 SHARED DISPOSITIVE POWER 3,308 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,308 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08% 14 TYPE OF REPORTING PERSON * EP *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 91190530 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martin D. Sass 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 385,800 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER None WITH 10 SHARED DISPOSITIVE POWER 385,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.05% 14 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 91190530 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James B. Rubin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 385,800 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER None WITH 10 SHARED DISPOSITIVE POWER 385,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.05% 14 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D Item 1(a) Security and Issuer This statement relates to the Series B Cumulative Convertible Preferred Stock, par value $50.00 per share (the "Stock"), of USAir Group Inc. (the "Company"), a Delaware corporation, with principal offices at 2345 Crystal Drive, Arlington, Virginia 22227. Item 1(b) Identity and Background The persons filing this statement are: James B. Rubin Martin D. Sass M.D. Sass Associates, Inc. ("Associates") M.D. Sass Investors Services, Inc. ("Investors") M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("Plan") The principal business address of each of the reporting persons is: 1185 Avenue of the Americas New York, New York 10036 Associates and Investors are both Delaware corporations which are investment advisors registered under Section 203 of the Investment Advisors Act of 1940. The Plan is a trust organized to administer the employee profit sharing plan of Associates. The Plan is administered by a Board of Trustees, which includes Mr. Sass. The executive officers and directors of Associates and Investors are: Martin D. Sass, Director and President Hugh R. Lamle, Director and Executive Vice President Martin E. Winter, Director, Senior Vice President and Chief Financial Officer Fred M. Stone, Senior Vice President and General Counsel James B. Rubin, Senior Managing Director. In the case of Messrs. Sass and Rubin, and each other person listed above pursuant to General Instruction C, their positions above constitute their principal occupation and employment, and their business address is c/o M.D. Sass Associates, Inc., 1185 Avenue of the Americas, New York, New York 10036. Each is citizen of the United States. None of the reporting persons or the other persons listed pursuant to General Instruction C has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party, during the last five years, to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in any of them being subjected to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Pursuant to the Rule 13d-3, the reporting persons are including as beneficially owned securities of other persons, which are not reporting persons nor required to be listed pursuant to General Instruction C. These persons include: M.D. Sass Re/Enterprise Partners, L.P. ("Re/Enterprise") is a Delaware limited partnership organized for the purpose of making investments in the securities, bank debt and claims of public and private companies, such investments consisting primarily of the debt securities and liabilities of companies experiencing significant financial difficulty or in bankruptcy. Associates is the managing general partner of Re/Enterprise; Investors is also a general partner of Re/Enterprise. M.D. Sass Re/Enterprise-II, L.P. ("Re/Enterprise-II") is a Delaware limited partnership organized for the purpose of making investments, which may be on a leveraged basis, in the securities, bank debt and claims of public and private companies, such investments consisting primarily of the debt securities and liabilities of companies experiencing significant financial difficulty or in bankruptcy. Investors is the managing general partner of Re/Enterprise-II; Associates is also a general partner of Re/Enterprise-II. M.D. Sass Re/Enterprise International, Inc., a corporation organized under the laws of the British Virgin Islands ("International"), with its principal business address at the Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands. International was organized for the purpose of making investments in the securities, bank debt and claims of public and private companies. M.D. Sass Management, Inc., a Delaware corporation ("Management"), with its principal business address at 1185 Avenue of the Americas, New York, New York 10036, is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and acts as the investment manager for International. Mr. Sass is the controlling stockholder of each of Associates, Investors, and Management. Investors also acts as investment advisor to a number of third party employee benefit or retirement plans, which are subject to Employee Retirement Income Security Act of 1974. One of these plans (the "ERISA Plan") does, and other plans may from time to time, hold securities of the Issuer. Item 3 Source and Amount of Funds or Other Consideration The funds for the acquisitions by Re/Enterprise, Re/Enterprise- II, and International were provided by monies invested as capital contributions by their respective partners or shareholders. The funds for acquisitions by the Plan and the ERISA Plan were provided by monies invested by or contributed on behalf of the employee participants in such plans. Item 4 Purpose of Transaction The purpose of the acquisitions was for investment in the ordinary course. Pursuant to Rule 13d-1, no Schedule 13D was required to be filed in respect of the Stock prior to the date hereof. From and after the date hereof, the reporting persons and the other persons noted above, or any of them, may engage in discussions with the Company's management concerning possible steps to enhance the value of the Stock. Such persons, or any of them, may also seek to obtain representation on the board of directors of the Company. In addition, the reporting persons reserve the right at any time and from time to time, depending on market and other factors, to acquire additional shares of Stock or other securities of the Company, to dispose of all or any portion of the Stock or other securities of the Company now or hereafter held by them and to take any other action with respect to the Company or its securities permitted by law. There can be no assurance as to whether or when any action referred to in this Item 3 will be taken or as to the potential effects thereof on the Company or its securities. Item 5 Interest in Securities of the Issuer (a) Re/Enterprise holds 104,111 shares, constituting 2.44%, of the class. Re/Enterprise-II holds 18,235 shares, constituting 0.43% of the class. International holds 117,289 shares, constituting 2.75%, of the class. The Plan holds 3,308 shares, constituting 0.08%, of the class. The ERISA Plan holds 142,857 shares, constituting 3.35% of the class. Associates, as a general partner of Re/Enterprise and Re/Enterprise-II, may be deemed to beneficially own an aggregate of 122,346 shares, constituting 2.87% of the class. Investors, as a general partner of Re/Enterprise and Re/Enterprise-II, and as investment advisor to the ERISA Plan, may be deemed to beneficially own an aggregate of 264,933 shares, constituting 6.21% of the class. Management, as the investment advisor to International, may be deemed to beneficially own the 117,289 shares held by International. Mr. Sass, by virtue of his controlling interest in each of Associates, Investors, and Management, and as a trustee of the Plan, may be deemed to beneficially own an aggregate of 385,800 shares, constituting 9.05% of the class. Mr. Rubin, by virtue of his position with Associates and Investors, and as portfolio manager to Management and the Plan, may be deemed to beneficially own 385,800 shares, constituting 9.05% of the class Percentages are based on 4,263,050 shares outstanding as of June 30, 1996. (b) Re/Enterprise has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities of which it is beneficial owner, which power is exercised through its managing general partner, Associates. Associates, Investors and Messrs. Sass and Rubin, by virtue of their positions as general partners or officers of the general partners may be deemed to share such power with Re/Enterprise. Re/Enterprise-II has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities of which it is beneficial owner, which power is exercised through its managing general partner, Investors. Investors, Associates, and Messrs. Sass and Rubin, by virtue of their positions as general partners or officers of the general partners may be deemed to share such power with Re/Enterprise-II. International has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities of which it is beneficial owner, which power is exercised through its investment manager, Management. Management, by virtue of its position as investment manager, and Messrs. Sass and Rubin, by virtue of their positions may be deemed to share such power with International. The Plan has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities of which it is beneficial owner, which power is exercised through its Board of Trustees. Messrs. Sass and Winter, by virtue of their positions as trustees, and Mr. Rubin by virtue of his position as portfolio manager to the Plan, may be deemed to share such power with the Plan. The ERISA Plan has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities of which it is beneficial owner, which power is exercised through its investment advisor, Investors. Investors, by virtue of its position as investment advisor, and Messrs. Sass and Rubin, by virtue of their positions, may be deemed to share such power with the ERISA Plan. Pursuant to Section 240.13d-4, Mr. Sass, Mr. Rubin, Associates, Investors, and the Plan, on behalf of themselves and their affiliates, disclaim beneficial ownership of the Stock held or managed for the accounts of others, and the filing of this Schedule 13D by, or the naming of such persons, shall not be construed as an admission that any such person or entity is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of any such securities of the Issuer. (c) A schedule of each transaction in the Stock by the persons described above since April 11, 1996, is attached as Exhibit A. (d) Associates, Investors and Management are investment advisers registered under Section 203 of the Investment Advisors Act of 1940 which advise or act as general partners to private investment companies and advises employee benefit plans. With respect to Stock held by those investment companies, numerous persons indirectly have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. No such person is known to have an interest that relates to more than 5% of the Stock. (e) Not applicable. Item 6 Contracts, Arrangements, Understands or Relationships with Respect to Securities of the Issuer Other than as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and any other person with respect to the Stock or other securities of the Issuer. Item 7 Material to Be Filed as Exhibits (A) Schedule of Transactions in Stock Signatures 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. Date: September 27, 1996 s/Martin D. Sass _________________________ Martin D. Sass s/James B. Rubin _________________________ James B. Rubin M.D. Sass Associates, Inc. By: s/Martin E. Winter ____________________ Name: Martin E. Winter Title: Senior Vice President M.D. Sass Investors Services, Inc. By: s/Martin E. Winter ____________________ Name: Martin E. Winter Title: Senior Vice President M.D. Sass Associates, Inc. Profit Sharing Plan By: s/Martin E. Winter ____________________ Name: Martin Winter, Trustee EX-1 2 SCHEDULE OF PURCHASES & SALES EXHIBIT A - SCHEDULE OF PURCHASES AND SALES FROM 4/11/96 TO 9/5/96 M.D. SASS ASSOCIATES, INC. EMPLOYEE PROFIT SHARING PLAN DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER 4/11/96 Purchase 1,006 53,111.77 Bear Stearns 4/11/96 Purchase 128 6,541.76 Bear Stearns 4/11/96 Purchase 426 21,478.92 Bear Stearns 4/11/96 Purchase 3 157.64 Bear Stearns 4/15/96 Purchase 450 23,092.38 Bear Stearns 8/27/96 Purchase 310 17,133.70 Bear Stearns 8/29/96 Purchase 445 24,006.64 Bear Stearns 9/24/96 Purchase 540 27,962.23 Bear Stearns TOTAL 3,308 M.D. SASS RE/ENTERPRISE PARTNERS, L.P. DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER 4/11/96 Purchase 98 5,149.41 Bear Stearns 4/11/96 Purchase 4,948 252,879.91 Bear Stearns 4/11/96 Purchase 16,495 831,677.91 Bear Stearns 4/11/96 Purchase 38,928 2,055,203.76 Bear Stearns 4/15/96 Purchase 17,358 890,750.07 Bear Stearns 8/27/96 Purchase 9,588 529,928.76 Bear Stearns 8/29/96 Purchase 16,696 900,707.46 Bear Stearns TOTAL 104,111 M.D. SASS RE/ENTERPRISE-II, L.P. DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER 4/11/96 Purchase 1,856 97,987.52 Bear Stearns 4/11/96 Purchase 5 262.73 Bear Stearns 4/11/96 Purchase 236 12,061.37 Bear Stearns 4/11/96 Purchase 786 39,630.12 Bear Stearns 4/15/96 Purchase 819 42,028.14 Bear Stearns 8/27/96 Purchase 7,451 411,816.78 Bear Stearns 8/29/96 Purchase 2,182 117,713.45 Bear Stearns 9/24/96 Purchase 4,900 253,731.31 Bear Stearns TOTAL 18,235 THE ERISA PLAN DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER 4/11/96 Purchase 17,779 896,417.19 Bear Stearns 4/11/96 Purchase 5,334 272,607.41 Bear Stearns 4/11/96 Purchase 107 5,622.32 Bear Stearns 4/11/96 Purchase 41,958 2,215,172.61 Bear Stearns 4/15/96 Purchase 18,647 956,896.92 Bear Stearns 8/27/96 Purchase 13,546 748,687.42 Bear Stearns 8/29/96 Purchase 18,766 1,012,378.79 Bear Stearns 9/24/96 Purchase 26,720 1,383,612.37 Bear Stearns TOTAL 142,857 M.D. SASS RE/ENTERPRISE INTERNATIONAL, LTD. DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER 4/11/96 Purchase 34,252 1,808,334.34 Bear Stearns 4/11/96 Purchase 87 4,571.42 Bear Stearns 4/11/96 Purchase 4,354 222,522.06 Bear Stearns 4/11/96 Purchase 14,514 731,795.88 Bear Stearns 4/15/96 Purchase 15,226 781,343.51 Bear Stearns 8/27/96 Purchase 19,105 1,055,933.36 Bear Stearns 8/29/96 Purchase 16,911 912,306.17 Bear Stearns 9/24/96 Purchase 12,840 664,879.60 Bear Stearns TOTAL 117,289 -----END PRIVACY-ENHANCED MESSAGE-----