-----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, PncIl6m2xI6omvA/7JKmDHRQEJZnpp5H8iZkKJJARL5BApzLyoxBrcjw1L3khwPV sOkfmN1RUOPQwZntFfcQaA== 0000894579-95-000122.txt : 19951003 0000894579-95-000122.hdr.sgml : 19951003 ACCESSION NUMBER: 0000894579-95-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950929 SROS: NASD GROUP MEMBERS: ALEXANDER M. MILLEY GROUP MEMBERS: DORT A. CAMERON, III GROUP MEMBERS: EBD, L.P. GROUP MEMBERS: ELX LIMITED PARTNERSHIP GROUP MEMBERS: MILLEY & COMPANY GROUP MEMBERS: MILLEY ALEXANDER M GROUP MEMBERS: THE AIRLIE GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELXSI CORP /DE// CENTRAL INDEX KEY: 0000712843 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 770151523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35748 FILM NUMBER: 95577565 BUSINESS ADDRESS: STREET 1: 4209 VINELAND ROAD SUITE J-I CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078491090 MAIL ADDRESS: STREET 1: 4209 VINELAND ROAD STREET 2: SUITE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI LTD DATE OF NAME CHANGE: 19870920 FORMER COMPANY: FORMER CONFORMED NAME: TRILOGY LTD DATE OF NAME CHANGE: 19870127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLEY ALEXANDER M CENTRAL INDEX KEY: 0001000247 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078499800 MAIL ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 SC 13D/A 1 THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* ELXSI Corporation - ----------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share - ---------------------------------------------------------------- (Title of Class of Securities) 268613106 ------------------------------ (CUSIP Number) Mr. Ervin D. Cruce 2000 First City Bank Tower, Fort Worth, Texas 76102 (817) 877-0477 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1989 ------------------------------------ (Date of Event which Requires Filing of this Statement) Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 54,100,000, which constitutes approximately 38% of the total number of shares outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i), that there are 142,536,696 shares outstanding. Unless otherwise specifically stated, all ownership percentages set forth herein assume that there are 112,436,696 shares outstanding. PAGE 13D CUSIP No. 268613-106 Page 2 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Airlie Group, L.P. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS* WC _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 50,337,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 50,337,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,337,500 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 26,337,500 shares of the Stock (2) Power is exercised through its sole general partner, EBD, L.P. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 138,774,196 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 3 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EBD, L.P. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS* Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 50,337,500 (1)(2)(3) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 50,337,500 (1)(2)(3) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,337,500 (1)(3) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3% (4) _________________________________________________________________ 14) TYPE OF REPORTING PERSON* PN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 26,337,500 shares of the Stock (2) Power is exercised through its sole general partner, Dort A. Cameron, III (3) Solely in its capacity as the sole general partner of The Airlie Group, L.P. (4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 138,774,196 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 4 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dort A. Cameron, III _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS* 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 Dort A. Cameron, III is a citizen of the United States of America _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 50,337,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 50,337,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,337,500 (1)(2) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 26,337,500 shares of the Stock (2) Solely in his capacity as the sole general partner of EBD, L.P. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 138,774,196 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 5 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Milley & Company _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS 00 - Contribution from Stockholder _________________________________________________________________ 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 7) SOLE VOTING POWER OF 3,762,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 3,762,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,762,500 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% _________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire such shares of the Stock (2) Power is exercised through its President, Alexander M. Milley (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 116,199,196 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 6 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander M. Milley _________________________________________________________________ 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 Alexander M. Milley is a citizen of the United States of America. _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 15,762,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 15,762,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,762,500 (1)(2) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% _________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _________________________________________________________________ (1) Assumes the exercise by Milley & Company of Series A Warrants to acquire 3,762,500 shares of the Stock and the exercise by ELX Limited Partnership of an option to acquire 12,000,000 shares of the Stock from The Airlie Group, L.P. (2) Solely in his capacities as the President of Milley & Company and as the sole general partner of ELX Limited Partnership, respectively (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 116,199,196 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 7 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ELX Limited Partnership _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS 00 - Contributions from Partners _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 12,000,000 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 12,000,000 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ (1) Assumes the exercise of an option to acquire such shares from The Airlie Group, L.P. (2) Power is exercised through its sole general partner, Alexander M. Milley PAGE Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated September 8, 1989 (the "Schedule 13D"), relating to the Common Stock, par value $0.001 per share (the "Stock"), of ELXSI Corporation (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 1. Security and Issuer. No material change. Item 2. Identity and Background. Paragraphs (a)-(c) of Item 2 hereby are amended in their entirety as to EBD and DAC only, as follows: EBD EBD is a Delaware limited partnership. The principal business of EBD is serving as the sole general partner of TAG. The principal business address of EBD, which also serves as its principal office, is 2000 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to DAC, the sole general partner of EBD, is set forth below. DAC DAC's principal occupation or employment is serving as the sole general partner of EBD. DAC's business address is 11-5 East Putnam Avenue, Greenwich, Connecticut 06830. Item 2 also hereby partially is amended by adding at the end thereof, the following: MHM Texas and MHM shall no longer be Reporting Persons for purposes of this and all future filings on Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 hereby is amended in its entirety to read as follows: The source and amount of funds used or to be used by the Reporting Persons to purchase shares of the Stock are follows: Reporting Person Source of Funds Amount of Funds TAG Working Capital(1) $6,292,187.50(2) EBD Not Applicable Not Applicable DAC Not Applicable Not Applicable MAC Contribution from Stockholder(3) $ 470,312.50(4) AMM Not Applicable Not Applicable ELX Contributions from Partners(3) $1,500,000.00(5) (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) This figure represents the aggregate amount of funds used by TAG to acquire 24,000,000 shares of the Stock and to be used by TAG to acquire 26,337,500 shares of the Stock (assuming the exercise in full of Series A Warrants held by it to acquire such shares). (3) None of the funds reported herein as "Contribution from Stockholder" or "Contributions from Partners" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (4) This figure represents the aggregate amount of funds to be used by MAC to acquire 3,762,500 shares of the Stock, (assuming the exercise in full of Series A Warrants held by it to acquire such shares), and does not reflect a $50,000 placement fee paid to MAC by the Issuer. (5) This figure assumes the exercise in fully by ELX of its option to acquire up to 12,000,000 shares of the Stock from TAG. Item 4. Purpose of Transaction. Item 4 hereby partially is amended by adding at the ended thereof, the following: On September 25, 1989, TAG, MAC and the Issuer closed the transactions contemplated by the Purchase Agreement. At the Closing, the Issuer sold and issued to TAG an aggregate of 24,000,000 shares of the Stock for $3,000,000 in cash, $1,750,000 principal amount of Notes and Series A Warrants to purchase 26,337,500 shares of Stock, and sold and issued to MAC $250,000 principal amount of Notes and Series A Warrants to purchase 3,762,500 shares of Stock. Also at the Closing, the other documents to be entered into in connection with the Purchase Agreement, including without limitation the Registration Rights Agreements, Management Agreement and the Standstill Letters, were executed and delivered by the respective parties thereto. Pursuant to the Purchase Agreement, the Board increased the size of the Board to nine directors, and five persons selected by TAG and MAC were elected by the Board to serve as directors of the Issuer until the next annual meeting of the Issuer's stockholders. In addition, one of the members of the Board resigned and was replaced by a new director unaffiliated with TAG or MAC. AMM, one of the five persons selected by TAG and MAC, was elected by the Board to serve as its Chairman. Also, as of the Closing, James K. Dutton, the Issuer's President, and Alan Beban, the Issuer's Secretary, tendered their resignations at the request of TAG and MAC, with such resignations effective immediately following the Closing. Victor E. Ameye, Jr. and Robert C. Shaw, both principals of WNI, were appointed to serve as the Issuer's new President, and Chief Financial Officer and Treasurer, respectively. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. Interest in Securities of the Issuer. Paragraphs (a)-(b) of Item 5 hereby are amended in their entirety to read as follows: (a) TAG The aggregate number of shares of the Stock, that TAG owns beneficially, pursuant to Rule 13d-3 of the Act, is 50,337,500, which constitutes approximately 36.3% of 138,774,196 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. EBD Because of its position as the sole general partner of TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 50,337,500 shares of the Stock, which constitutes approximately 36.3% of the 138,774,196 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. DAC Because of his position as the sole general partner of EBD, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 50,337,500 shares of the Stock, which constitutes approximately 36.3% of the 138,774,196 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. MAC The aggregate number of shares of the Stock that MAC owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,762,500, which constitutes approximately 3.2% of the 116,199,196 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. AMM Because of his positions as the President and sole stockholder of MAC and as the sole general partner of ELX, AMM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 15,762,500 shares of the Stock in the aggregate, which constitutes approximately 13.6% of the 116,199,196 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. ELX The aggregate number of shares of the Stock that ELX owns beneficially, pursuant to Rule 13d-3 of the Act, is 12,000,000, which constitutes approximately 10.7% of the outstanding shares of the Stock. Except as set forth above, to the best of the knowledge of the Reporting Persons, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) TAG Acting through its sole general partner and assuming the exercise in full of all Series A Warrants held by it, TAG may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 50,337,500 shares of the Stock. EBD Acting through its sole general partner and as the sole general partner of TAG, and assuming the exercise in full of all Series A Warrants held by TAG, EBD may be deemed to leave the sole power to vote or to direct the vote and to dispose or to direct the disposition of 50,337,500 shares of the Stock. DAC As the sole general partner of EBD and assuming the exercise in full of all Series A Warrants held by TAG, DAC may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 50,337,500 shares of the Stock. MAC Acting through its President and assuming the exercise in full of all Series A Warrants held by it, MAC may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,762,500 shares of the Stock. AMM As the President and sole stockholder of MAC and as the sole general partner of ELX, and assuming the exercise in full of all Series A Warrants held by MAC and of the option to acquire 12,000,000 shares of the Stock from TAG held by ELX, AMM may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 15,762,500 shares of the Stock in the aggregate. ELX Acting through its sole general partner and assuming the exercise in full of its option to acquire 12,000,000 shares of the Stock from TAG, ELX may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 12,000,000 shares of the Stock. (c)-(e) No material change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No material change. Item 7. Material to be Filed as Exhibits. Exhibit A -- Agreement Pursuant to Rule 13d-1(f)(1)(iii), at page 16. Exhibit B -- Stock and Note Purchase Agreement, filed with the Schedule 13D. Exhibit C -- Form of Registration Rights previously filed with the Schedule 13D. Exhibit D -- Form of Senior Subordinated Note, previously filed with the Schedule 13D. Exhibit E -- Form of Series A Warrant, previously filed with the Schedule 13D. Exhibit F -- Form of Management Agreement, previously filed with the Schedule 13D. Exhibit G -- Form of Standstill Letter, previously filed with the Schedule 13D. Exhibit H -- Option Agreement, previously filed with Schedule 13D. Exhibit I -- Agreement of Limited Partnership of ELX Limited Partnership, previously filed with the Schedule 13D. Exhibit J -- Press Release, previously filed with Schedule 13D. Exhibit K -- Power of Attorney of Alexander M. Milley, at page 18. Exhibit L -- Power of Attorney of Milley & Company, at page 19. Exhibit M -- Power of Attorney of ELX Limited Partnership, at page 20. Exhibit N -- Evidence of Authorization, at page 21. Exhibit 0 -- Press Release, at page 22. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 1989 THE AIRLIE GROUP, L.P., a Delaware limited partnership By: EBD, L.P., a Delaware limited partnership, General Partner By: /s/ Ervin D. Cruce Ervin D. Cruce, Authorized Employee (1) EBD, L.P., a Delaware limited partnership By: /s/ Ervin D. Cruce Ervin D. Cruce, Authorized Employee (1) /s/ Ervin D. Cruce Ervin D. Cruce, attorney-in-fact for: DORT A. CAMERON, III (2) MILLEY & COMPANY (3) ALEXANDER M. MILLEY (4) ELX LIMITED PARTNERSHIP (5) (1) Evidence of the authorization of Ervin D. Cruce to act on behalf of EBD, L.P., is attached hereto as Exhibit N. (2) A Power of Attorney authorizing Ervin D. Cruce, to act on behalf of Dort A. Cameron, III, previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing Ervin D. Cruce to act on behalf of Milley & Company is attached hereto as Exhibit L. (4) A Power of Attorney authorizing Ervin D. Cruce behalf of Alexander M. Milley is attached hereto as Exhibit K. (5) A Power of Attorney authorizing Ervin D. Cruce to act on behalf of ELX Limited Partnership is attached hereto as Exhibit M. -----END PRIVACY-ENHANCED MESSAGE-----