-----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, U2PMsdL6Xi7nW4+nzY7Tnc14L4/7vaKe1EyyknZscSM6lYT2pu3jEM3av1EBZF2M vSDhNdDyMqoF2Xjl7sNlzw== 0000935836-99-000023.txt : 19990203 0000935836-99-000023.hdr.sgml : 19990203 ACCESSION NUMBER: 0000935836-99-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY SYSTEMS INC CENTRAL INDEX KEY: 0000708818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952888568 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33913 FILM NUMBER: 99519029 BUSINESS ADDRESS: STREET 1: 17822 E 17TH ST STE 210 CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7147317171 MAIL ADDRESS: STREET 1: 178222 E 17TH STREET STREET 2: SUITE 210 CITY: TUSTIN STATE: CA ZIP: 92780 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWNDALE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000929870 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SAMSOME ST STE 3900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4152882330 SC 13D/A 1 OMB APPROVAL OMB Number:3235-0145 Expires: August 31, 1999 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Quality Systems, Inc. (Name of Issuer) Common Stock - ------------------------------------------------------------ (Title of Class of Securities) 747582104 (CUSIP Number) Andrew E. Shapiro, Manager Christopher J. Rupright, Esq. Lawndale Capital Management, LLC Shartsis Friese & Ginsburg One Sansome Street, Suite 3900 One Maritime Plaza, 18th Floor San Francisco, CA 94104 San Francisco, CA 94111 (415) 288-2330 (415) 421-6500 - ------------------------------------------------------------ February 2, 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(b)(3) or (4), check the following box / /. 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 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (10-97) CUSIP No. 747582104 Page 2 of 13 pages - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Lawndale Capital Management, LLC - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / - -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 621,900 REPORTING ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 621,900 - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 621,900 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.96 - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO and IA CUSIP No. 747582104 Page 3 of 13 pages - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Andrew E. Shapiro - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X / (b) / / - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------- 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 SHARES -0- BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 621,900 REPORTING ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 621,900 - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 621,900 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.96 - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN CUSIP No. 747582104 Page 4 of 13 pages - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Diamond A Partners, L.P. - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X / (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 California - -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 526,000 REPORTING ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 526,000 - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,000 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4 - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN CUSIP No. 747582104 Page 5 of 13 pages - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Diamond A Investors, L.P. - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X / (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 California - -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 95,900 REPORTING ------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 95,900 - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,900 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5 - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN CUSIP No. 747582104 Page 6 of 13 pages ITEM 1. SECURITY AND ISSUER. This statement relates to Common Stock (the "Stock") of Quality Systems, Inc. ("QSII"). The principal executive office of QSII is located at 17822 East 17th Street, Tustin, CA 92780. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: (a) Lawndale Capital Management, LLC, a California limited liability company ("LCM"); Diamond A Partners, L.P., a California limited partnership ("DAP"); Diamond A Investors, L.P., a California limited partnership ("DAI"); and Andrew E. Shapiro ("Shapiro"). (b) The business address of LCM, DAP, DAI and Shapiro is One Sansome Street, Suite 3900, San Francisco, California 94104. (c) LCM is the investment adviser to and general partner of DAP and DAI, which are investment limited partnerships. Shapiro is the sole manager of LCM. (d) During the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of such persons was 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) Shapiro is a citizen of the United States of America. CUSIP No. 747582104 Page 7 of 13 pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Purchaser Source of Funds Amount LCM Funds Under Management(1) $4,070,817.90 DAP Working Capital $3,441,618.00 DAI Working Capital $ 629,199.90 (1) Includes funds of DAP and DAI invested in Stock. ITEM 4. PURPOSE OF TRANSACTION. Subsequent to their filing of this Schedule 13D and its amendments, the Reporting Persons ("Lawndale") have been in contact with management and members of the Board of Directors of QSII and other QSII shareholders and third parties, to discuss the strategies QSII plans to employ to maximize shareholder value, including, but not limited to, changes in the composition and functioning of QSII's Board of Directors ("Board"). Board has failed to do its job. _______________________________ According to Lawndale's research, Lawndale believes that QSII went public at a split-adjusted $8.50/share on December 1, 1982, and last traded at approximately $4.25/share on February 1, 1999, a decline of 50% over a 16- year period. Three of QSII's seven current directors have served on QSII's Board for this entire period. Lawndale believes that no board should allow such a long-term record of lost shareholder value to exist without taking decisive and meaningful actions. Lawndale believes that the track record of QSII stock (down over 80%) since its Chairman/CEO sold shares on March 5, 1996 (reducing his stake from a majority position to approximately 25% of QSII), is the result of a non-independent, inactive and ineffective Board. Lawndale believes that responsibility for such poor stock performance is directly related to inconsistent and mediocre operating performance and asset mismanagement combined with the Board's failure to hold management accountable for such ineffective leadership. Lawndale believes the Board has failed to do its job largely as the result of dysfunctional Board composition and the lack of or poor corporate governance practices. CUSIP No. 747582104 Page 8 of 13 pages Shareholders have sent a message that the Board apparently failed to hear. __________________________________________________________________________ On September 9th, 1998, Andrew Shapiro, President of Lawndale Capital Management, LLC, attended QSII's Annual Meeting in person. As disclosed in Amendment #4 of this Schedule 13D, Lawndale voted against a Board-proposed option plan that two institutional proxy advisory services, Proxy Monitor and Institutional Shareholder Services (ISS), also analyzed and recommended a vote "against". As disclosed in QSII's 10-Q for the quarter ended 9/30/98, 42% of those voting voted against the option plan and over 25% of those voting voted to "withhold" on the reelection of QSII's directors. Following this Annual Meeting, Mr. Shapiro addressed the Board regarding its lack of independence and failure to hold management accountable for QSII's continual underperformance. The Board did not and has not adequately responded to these concerns. Lack of Board Independence. ____________________________ Lawndale believes that boards lacking independence are more likely to avoid taking necessary actions to put a stop to bad managerial decision-making and poor performance resulting therefrom. Lawndale believes that the proper framework in determining the "independence" of a director in an under-performing company such as QSII should follow at a minimum widely regarded guidelines promulgated by either the Council of Institutional Investors (CII) or the California Public Employee's Retirement System (CALPERS) which Lawndale provided to QSII in July. Lawndale, as QSII's second largest non-management shareholder, in April 1998 introduced a highly qualified and independent director for QSII's consideration to fill a vacancy on QSII's Board. By the end of July (4 months later), QSII's Chairman informed Lawndale that QSII had been unable to fully evaluate candidates in time for nomination and election by shareholders at the upcoming September Annual Meeting but that the candidate introduced by Lawndale was among several under consideration for appointment to the Board. The Chairman represented to Lawndale that QSII's Board intended to continue the evaluation process and to appoint new Board members in a timely manner. Under the CII & CALPERS guidelines, it is Lawndale's belief that 4 of the 6 nominees for election to QSII's Board at the annual meeting and subsequently elected were not and are not "independent". Regardless of the independence or lack of independence of QSII's Board, a company with QSII's very poor performance needs quick and decisive leadership changes at the Board and management levels. CUSIP No. 747582104 Page 9 of 13 pages Lawndale believes that QSII's Common Stock at current market prices is undervalued. Lawndale intends to actively monitor efforts by the Board to increase stockholder value. If Lawndale believes that the Common Stock continues to be undervalued and/or the Board fails to timely take apparent and necessary decisive actions to restore and enhance shareholder value at QSII as listed below (see, "Necessary Actions"), Lawndale may propose a transaction whereby all or a portion of QSII be sold, and in connection therewith Lawndale may seek to participate in such transaction or seek to acquire control of QSII in a negotiated transaction or otherwise. Lawndale may also seek in the future to have non-management shareholder representatives appointed to the Board, by agreement with QSII or otherwise, including by running its own slate of nominees at an annual or special meeting of QSII. Lawndale may in the future propose such other matters or support other shareholder's proposals for consideration and approval by QSII's shareholders or the Board. Necessary Actions. __________________ 1) Changing the composition of the Board such that a substantial majority of its members are independent through: 1a) adding independent person(s) with operating depth and experience in QSII's industry(ies) and/or 1b) adding representative(s) of non-management shareholders. 2) Adopting a formal policy requiring the appointment of either an independent Chairman or independent Lead Director. That Director shall be selected by the Board from among the independent Directors. His/her role would be to coordinate with the other independent Directors, chair Executive Sessions of the independent Directors and act as a liaison between them and the Chairman/CEO. 3) Adopting a formal policy for each Board meeting, whereby at the end of each meeting the Board meets in Executive Session, without members of management present, to discuss such matters as they think appropriate, including management performance. Lawndale does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Lawndale intends to review its investment in QSII on a continuing basis and, depending on various factors, including, without limitation, QSII's financial position and Lawndale's investment strategy, the price levels of QSII Common Stock and conditions in the securities markets and general economic and industry conditions. Lawndale may in the future take such actions with respect to its investment in QSII as it deems appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of its shares of Common Stock or to change its intention with respect to any and all matters referred to in Item 4. To the extent not inconsistent with the foregoing, Lawndale incorporates by reference the material in Item 4 of its previously filed Schedule 13D and the amendments thereto. CUSIP No. 747582104 Page 10 of 13 pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof: Aggregate Beneficially Owned Voting Power Dispositive Power Name Number Percent Sole Shared Sole Shared LCM 621,900 9.96 -0- 621,900 -0- 621,900 Shapiro 621,900 9.96 -0- 621,900 -0- 621,900 DAP 526,000 8.4 -0- 526,000 -0- 526,000 DAI 95,900 1.5 -0- 95,900 -0- 95,900 The persons filing this statement effected the following transactions in the Stock on the dates indicated, and such transactions are the only transactions in the Stock by the persons filing this statement since December 1, 1998. Purchase Number Price Name or Sale Date of Shares Per Share DAP P 12/01/98 1,000 $4.375 DAP P 12/04/98 1,000 $4.438 DAP P 12/10/98 1,000 $4.375 DAP P 12/11/98 1,000 $4.125 DAP P 12/14/98 200 $4.188 DAP P 12/21/98 1,000 $3.875 DAP P 12/22/98 500 $4.000 DAP P 12/23/98 500 $3.938 DAP S 12/23/98 500 $4.063 DAP P 12/28/98 500 $3.125 DAP P 12/29/98 500 $3.813 DAP S 12/29/98 500 $3.875 DAP P 12/30/98 500 $3.938 DAP S 12/30/98 1,300 $4.033 DAI S 12/30/98 1,200 $4.033 (Table continued on page 10) CUSIP No. 747582104 Page 11 of 13 pages (Table continued from page 9) DAP S 12/31/98 100 $4.188 DAI P 12/31/98 500 $4.125 DAI P 01/04/99 1,400 $4.125 DAP S 01/05/99 500 $4.188 DAP S 01/05/99 1,000 $4.250 DAI P 01/05/99 500 $4.125 DAI P 01/05/99 100 $4.188 DAP P 01/06/99 500 $4.063 DAP S 01/06/99 500 $4.125 DAP S 01/06/99 100 $4.188 DAI P 01/06/99 500 $4.163 DAP P 01/07/99 1,000 $4.125 DAP S 01/07/99 2,500 $4.250 DAI P 01/07/99 200 $4.031 DAP P 01/08/99 500 $4.250 DAP S 01/08/99 800 $4.375 DAI S 01/08/99 200 $4.375 DAP P 01/12/99 1,000 $4.156 DAP P 01/15/99 200 $4.406 DAP P 01/20/99 1,200 $4.287 DAP P 01/20/99 300 $4.313 DAP S 01/20/99 300 $4.438 DAP P 01/21/99 200 $4.500 DAP S 01/21/99 2,000 $4.469 DAI S 01/21/99 500 $4.469 DAP P 01/22/99 100 $4.375 DAP P 01/25/99 700 $4.222 DAI P 01/25/99 200 $4.222 DAP P 01/26/99 500 $4.250 DAP P 01/27/99 800 $4.375 DAP S 01/27/99 2,000 $4.462 DAI P 01/27/99 200 $4.375 DAI S 01/27/99 300 $4.462 All transactions were executed through the Nasdaq National Market System. CUSIP No. 747582104 Page 12 of 13 pages ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. LCM is the general partner of DAP and DAI pursuant to limited partnership agreements providing to LCM the authority, among other things, to invest the funds of DAP and DAI in Stock, to vote and dispose of Stock and to file this statement on behalf of DAP and DAI. Pursuant to such limited partnership agreements, the general partner of DAP and DAI is entitled to allocations based on assets under management and realized and unrealized gains. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: February 2, 1999. DIAMOND A PARTNERS, L.P. DIAMOND A INVESTORS, L.P. By: Lawndale Capital By: Lawndale Capital Management, LLC Management, LLC General Partner General Partner By: /s/ Andrew E. Shapiro By: /s/ Andrew E. Shapiro Andrew E. Shapiro Andrew E. Shapiro Manager Manager LAWNDALE CAPITAL MANAGEMENT, LLC By: /s/ Andrew E. Shapiro /s/ Andrew E. Shapiro Andrew E. Shapiro Andrew E. Shapiro Manager CUSIP No. 747582104 Page 13 of 13 pages EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of Common Stock of Quality Systems, Inc. For that purpose, the undersigned hereby constitute and appoint Lawndale Capital Management, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED: December 22, 1997. DIAMOND A PARTNERS, L.P. DIAMOND A INVESTORS, L.P. By: Lawndale Capital By: Lawndale Capital Management, LLC Management, LLC General Partner General Partner By: /s/ Andrew E. Shapiro By: /s/ Andrew E. Shapiro Andrew E. Shapiro Andrew E. Shapiro Manager Manager LAWNDALE CAPITAL MANAGEMENT, LLC By: /s/ Andrew E. Shapiro /s/ Andrew E. Shapiro Andrew E. Shapiro Andrew E. Shapiro Manager CJR\3693\011\1027550.01 -----END PRIVACY-ENHANCED MESSAGE-----