-----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, Aw0xmNWGe8LGuOrHXWw8BVi74YUvfnpwleN9HpSMAwajF80ZnuzZFlQcgwvtdvYP RdAS7RigSQFDrDTEHeS6PQ== 0000897423-99-000292.txt : 19991206 0000897423-99-000292.hdr.sgml : 19991206 ACCESSION NUMBER: 0000897423-99-000292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991203 GROUP MEMBERS: FW TRINITY LIMITED INVESTORS, L.P. GROUP MEMBERS: NATIONAL BANCORP OF ALASKA, INC. GROUP MEMBERS: TF INVESTORS LP GROUP MEMBERS: TF INVESTORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARNISCHFEGER INDUSTRIES INC CENTRAL INDEX KEY: 0000801898 STANDARD INDUSTRIAL CLASSIFICATION: MINING MACHINERY & EQUIP (NO OIL & GAS FIELD MACH & EQUIP) [3532] IRS NUMBER: 391566457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37800 FILM NUMBER: 99768845 BUSINESS ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST FRANCIS STATE: WI ZIP: 53235-3716 BUSINESS PHONE: 4144866400 MAIL ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST FRANCIS STATE: WI ZIP: 53235 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TF INVESTORS LP CENTRAL INDEX KEY: 0001098847 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752599638 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 HARNISCHFEGER INDUSTRIES, INC. SCHED. 13D, AMEND. NO. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 9)* Harnischfeger Industries, Inc. (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 413345109 (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) November 30, 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 495,509 shares, which constitutes approximately 1.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 47,949,089 shares outstanding. 1. Name of Reporting Person: TF Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 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: 28,740 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 28,740 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 28,740 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Trinity Capital Management, Inc. 1. Name of Reporting Person: FW Trinity Limited 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: Texas 7. Sole Voting Power: 367,668 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 367,668 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 367,668 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.8% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, TF-FW Investors, Inc. 1. Name of Reporting Person: National Bancorp of Alaska, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 99,101 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 99,101 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 99,101 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.2% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Richard Strutz. 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 May 19, 1998, as amended by Amendment No. 1 dated May 29, 1998, as amended by Amendment No. 2 dated August 12, 1998, as amended by Amendment No. 3 dated October 12, 1998, as amended by Amendment No. 4 dated April 6, 1999, as amended by Amendment No. 5 dated April 13, 1999, as amended by Amendment No. 6 dated May 25, 1999, as amended by Amendment No. 7 dated June 8, 1999, as amended by Amendment No. 8 dated October 8, 1999 (the "Schedule 13D"), relating to the Common Stock, par value $1.00 per share (the "Stock"), of Harnischfeger Industries, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: Pursuant to 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 TF Investors, L.P. ("TF Investors"), FW Trinity Limited Investors, L.P. ("FW Trinity") and National Bancorp of Alaska, Inc. ("Alaska") (the "Reporting Persons"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Trinity Capital Management, Inc. ("TCM"), William P. Hallman, Jr. ("WPH"), TF-FW Investors, Inc. ("TF-FW"), Peter Sterling ("PS") and Richard Strutz ("RS"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 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 Item 2 Persons that such a group exists. (b)-(c) TF Investors TF Investors is a Delaware limited partnership, the principal business of which is investment in securities. The principal business address of TF Investors, 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 TF Investors, is set forth below. TCM TCM is a Delaware corporation, the principal business of which is serving as the sole general partner of TF Investors. 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, 201 Main Street Director and Share- Jr. Suite 2500 holder of Kelly, Fort Worth, Texas Hart and Hallman, 76102 P.C. ("KHH") W. R. Cotham 201 Main Street Vice President/ Suite 2600 Controller of Fort Worth, Texas Bass Enterprises 76102 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. WPH See answers above. FW Trinity FW Trinity is a Texas limited partnership, the principal business of which is investment in securities. The principal business address of FW Trinity, 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 TF-FW, the sole general partner of FW Trinity, is set forth below. TF-FW TF-FW is a Texas corporation, the principal business of which is serving as the sole general partner of FW Trinity. The principal business address of TF-FW, 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 TF-FW 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. PS PS's principal occupation or employment is serving as the Chief Financial Officer of Sid R. Bass, Inc. ("SRB, Inc.") and Lee M. Bass, Inc. ("LMB, Inc.") PS's business address is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. SRB, Inc. is a Texas corporation. SRB, 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 SRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. 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. Alaska Alaska is a Delaware corporation, the principal business of which is general banking. The principal business address of Alaska, which also serves as its principal office, is 301 West Northern Lights Boulevard, Anchorage, Alaska 99503. 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 Alaska are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Donald B. Abel, Jr. 301 West Northern President of Don Abel (Director) Lights Boulevard Building Supplies, Inc. Anchorage, Alaska (retail building supplies) 99503 Gary M. Baugh 301 West Northern President of Baugh Construc- (Director) Lights Boulevard tion and Engineering Company Anchorage, Alaska (construction) 99503 Carl F. Brady, Jr. 301 West Northern Chairman and CEO, Brady & Co. (Director) Lights Boulevard (insurance brokerage) Anchorage, Alaska 99503 Alec W. Brindle 301 West Northern President of Wards Cove (Director) Lights Boulevard Packing Company, Inc. Anchorage, Alaska (salmon cannery) 99503 James O. Campbell 301 West Northern Campbell & Campbell since (Director) Lights Boulevard 1997 (apartment rentals); Anchorage, Alaska from 1994 to 1997 Commissioner 99503 of Arctic Research Commission (national research needs and objectives in the Arctic) Jeffry J. Cook 301 West Northern V.P., External Affairs & (Director) Lights Boulevard Administration, Williams Anchorage, Alaska Alaska Petroleum, Inc. 99503 Patrick S. Cowan 301 West Northern Owner, Birch Ridge Golf (Director) Lights Boulevard Course (golf) Anchorage, Alaska 99503 Gary Dalton 301 West Northern Executive Vice President/ Lights Boulevard Controller of Alaska Anchorage, Alaska 99503 Sharon D. Gagnon 301 West Northern Civic Leader (Director) Lights Boulevard Anchorage, Alaska 99503 Roy Huhndorf 301 West Northern Management Consultant since (Director) Lights Boulevard 1998; Chairman of the Board of Anchorage, Alaska Cook Inlet Region, Inc. from 99503 1996 to 1998 (Alaska Native Regional Corporation); Chairman of Alaska Native Heritage Center from 1999 to present James H. Jansen 301 West Northern President & CEO of Lynden (Director) Lights Boulevard Incorporated (trucking and Anchorage, Alaska transportation) 99503 Donald L. Mellish 301 West Northern Chairman of the Executive (Director) Lights Boulevard Committee of National Bank Anchorage, Alaska of Alaska 99503 Emil R. Notti 301 West Northern Consultant with Alaska (Director) Lights Boulevard Native Foundation Anchorage, Alaska 99503 Howard R. Nugent 301 West Northern President of Howdie (Director) Lights Boulevard Homes Inc. (residential Anchorage, Alaska and commercial construction) 99503 Tennys B. Owens 301 West Northern President of Artique Lt. (Director) Lights Boulevard Gallery (art retail sales, Anchorage, Alaska marketing and publishing) 99503 Eugene A. Parrish, 301 West Northern Vice President of Holland Jr. Lights Boulevard America Cruise Lines since (Director) Anchorage, Alaska 1996 (travel); President 99503 of Westmark Hotels, Inc. (hotel & restaurant manage- ment) J. Michael Pate 301 West Northern President of National Bank of (Director) Lights Boulevard Alaska Insurance Services, LLC Anchorage, Alaska (insurance) 99503 Martin R. Pihl 301 West Northern Retired since 1995; Acting (Director) Lights Boulevard Executive Director, Alaska Anchorage, Alaska Permanent Fund Corp. from 99503 1994 to 1995 (investments) Edward F. Randolph 301 West Northern President of Edward F. (Director) Lights Boulevard Randolph Ins. Agency, Inc. Anchorage, Alaska (insurance) 99503 Edward B. Rasmuson 301 West Northern Chairman of the Board of (Director) Lights Boulevard Alaska and of the National Anchorage, Alaska Bank of Alaska 99503 Major General John 301 West Northern Consulting, Arctic Slope Schaeffer (Ret.) Lights Boulevard Regional Corporation (Director) Anchorage, Alaska (Alaska Native Regional 99503 Corporation) Michael K. Snowden 301 West Northern President of Service (Director) Lights Boulevard Transfer Inc. (fuel Anchorage, Alaska distribution and 99503 transport services) Richard Strutz 301 West Northern President of Alaska and (Director) Lights Boulevard of National Bank of Anchorage, Alaska Alaska 99503 George S. Suddock 301 West Northern Chairman of Alaska (Director) Lights Boulevard National Corporation Anchorage, Alaska (insurance) 99503 Richard A. Wien 301 West Northern Chairman & CEO of (Director) Lights Boulevard Floorcraft (floor Anchorage, Alaska coverings) 99503 Sharon Wikan 301 West Northern Secretary - Treasurer of (Director) Lights Boulevard Hammer & Wikan since 1995 Anchorage, Alaska (retail grocery and general 99503 merchandise); Secretary - Treasurer of Rock-N-Road Const. from 1991 to 1995 (road construction) RS 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS TF Investors Other (1) $ 969,107.31 FW Trinity Other (1) $12,397,896.45 Alaska Working Capital (2) $ 3,341,743.67 (1) Contributions from partners. (2) 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 shares of Stock. Item 4. PURPOSE OF TRANSACTION. By reason of the dissolution of Trinity I Fund, L.P. and its associated entities, and the consequent distribution in kind of the securities held thereby to the applicable equity owners, the previously existing filing group is being, and is hereby, dissolved. Accordingly, Item 4 is hereby amended and restated in its entirety as follows: The Reporting Persons acquired and continue to hold the shares of the Stock reported herein for investment purposes. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, the Reporting Persons may purchase additional Stock in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the Stock on the open market or in private transactions. 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. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Persons TF Investors The aggregate number of shares of the Stock that TF Investors owns beneficially, pursuant to Rule 13d-3 of the Act, is 28,740, which constitutes less than 0.1% of the outstanding shares of the Stock. FW Trinity The aggregate number of shares of the Stock that FW Trinity owns beneficially, pursuant to Rule 13d-3 of the Act, is 367,668, which constitutes approximately 0.8% of the outstanding shares of the Stock. Alaska The aggregate number of shares of the Stock that Alaska owns beneficially, pursuant to Rule 13d-3 of the Act, is 99,101, which constitutes approximately 0.2% of the outstanding shares of the Stock. Controlling Persons TCM Because of its position as the sole general partner of TF Investors, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 28,740 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of the Stock. WPH Because of his position as (i) the President and sole stockholder of TCM, which is the sole general partner of TF Investors and (ii) President and stockholder of TF-FW, which is the sole general partner of FW Trinity, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 396,408 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. TF-FW Because of its position as the sole general partner of FW Trinity, TF-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 367,668 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. PS Because of his position as a stockholder of TF-FW, which is the sole general partner of FW Trinity, PS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 367,668 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. RS Because of his position as President of Alaska, RS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 99,101 shares of the Stock, which constitutes approximately 0.2% of the outstanding shares of the Stock. To the best of the knowledge 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 TF Investors Acting through its sole general partner, TF Investors has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,740 shares of the Stock. FW Trinity Acting through its sole general partner, FW Trinity has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 367,668 shares of the Stock. Alaska Acting through its President, Alaska has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 99,101 shares of the Stock. Controlling Persons TCM As the sole general partner of TF Investors, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,740 shares of the Stock. WPH As the President and sole stockholder of TCM, which is the sole general partner of TF Investors, WPH has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,740 shares of the Stock. Also, in his capacity as the President and a stockholder of TF-FW, which is the sole general partner of FW Trinity, WPH has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 367,668 shares of the Stock. TF-FW As the sole general partner of FW Trinity, TF-FW has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 367,668 shares of the Stock. PS In his capacity as a stockholder of TF-FW, which is the sole general partner of FW Trinity, PS has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 367,668 shares of the Stock. RS In his capacity as President of Alaska, RS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 99,101 shares of the Stock. (c) See Item 4. 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) On November 30, 1999, the Reporting Persons ceased to be the beneficial owners of 5% or more of the outstanding shares of the Stock. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed. Exhibit 99.2 -- Letter to the Chief Executive Officer of the Issuer, dated April 6, 1999, previously filed. Exhibit 99.3 -- Letter to the Chief Executive Officer of the Issuer, dated April 13, 1999, previously filed. Exhibit 99.4 -- Letter to the Chairman of the Board of the Issuer, dated May 25, 1999, previously filed. Exhibit 99.5 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed. Exhibit 99.6 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: December 3, 1999 TF INVESTORS, L.P., a Delaware limited partnership By: Trinity Capital Management, Inc., a Delaware corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President FW TRINITY LIMITED INVESTORS, L.P., a Texas limited partnership By: TF-FW Investors, Inc., a Texas corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President NATIONAL BANCORP OF ALASKA, INC. By: /s/ Richard Strutz Richard Strutz, President EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 99.2 Letter to the Chief Executive Officer of the Issuer, dated April 6, 1999, previously filed. 99.3 Letter to the Chief Executive Officer of the Issuer, dated April 13, 1999, previously filed. 99.4 Letter to the Chairman of the Board of the Issuer, dated May 25, 1999, previously filed. 99.5 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 99.6 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.6 2 JOINT FILING AGRMT FOR SCHED. 13D Exhibit 99.6 Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. DATED: December 3, 1999 FW TRINITY LIMITED INVESTORS, L.P., a Texas limited partnership By: TF-FW Investors, Inc., a Texas corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President NATIONAL BANCORP OF ALASKA, INC. By: /s/ Richard Strutz Richard Strutz, President -----END PRIVACY-ENHANCED MESSAGE-----