SC 13D/A 1 dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/7A
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
 
 
 
 
Schlotzsky’s, Inc.
(Name of Issuer)
 
 
Common Stock, no par value per share
(Title of Class of Securities)
 
 
806832101
(CUSIP Number)
 
 
Joseph G. Beard
3300 Commerce Boulevard East
Dallas, TX 75226
(214) 515-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
December 19, 2002
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP NO. 806832101
  
13D/6A
  
Page 2 of 18
         
 
  1.

  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Westdale Properties America I, Ltd.            
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  x
    
  3.

  
SEC Use Only
 
    
  4.

  
Source of Funds (See Instructions)
 
WC            
    
  5.

  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.

  
Citizenship or Place of Organization
 
Texas            
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
        421,400                
  8.    Shared Voting Power
 
  9.    Sole Dispositive Power
 
        421,400                
10.    Shared Dispositive Power
 
11.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
421,400            
    
12.

  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
  
¨
 
13.

  
Percent of Class Represented by Amount in Row (11)
 
5.77%            
    
14.

  
Type of Reporting Person (See Instructions)
 
PN            
    
 
Last Update: 11/01/2002

CUSIP NO. 806832101
  
13D/6A
  
Page 3 of 18
         
 
  1.

  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
JGB Ventures I, Ltd.            
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  x
    
  3.

  
SEC Use Only
 
    
  4.

  
Source of Funds (See Instructions)
 
N/A            
    
  5.

  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.

  
Citizenship or Place of Organization
 
Texas
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
        421,400                
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
        421,400                
11.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
421,400            
    
12.

  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
  
¨
 
13.

  
Percent of Class Represented by Amount in Row (11)
 
5.77%            
    
14.

  
Type of Reporting Person (See Instructions)
 
PN            
    
 
Last Update: 11/01/2002

CUSIP NO. 806832101
  
13D/6A
  
Page 4 of 18
         
 
  1.

  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
JGB Holdings, Inc.            
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  x
    
  3.

  
SEC Use Only
 
    
  4.

  
Source of Funds (See Instructions)
 
N/A            
    
  5.

  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.

  
Citizenship or Place of Organization
 
Texas            
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
        421,400                
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
        421,400                
11.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
421,400            
    
12.

  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
  
¨
 
13.

  
Percent of Class Represented by Amount in Row (11)
 
5.77%            
    
14.

  
Type of Reporting Person (See Instructions)
 
CO            
    
 
Last Update: 11/01/2002

CUSIP NO. 806832101
  
13D/6A
  
Page 5 of 18
         
 
  1.

  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Joseph G. Beard            
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  x
    
  3.

  
SEC Use Only
 
    
  4.

  
Source of Funds (See Instructions)
 
PF for shares listed in Items 7 and 9 below; N/A for shares listed in Items 8 and 10 below.            
    
  5.

  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.

  
Citizenship or Place of Organization
 
USA            
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
        355,300                
  8.    Shared Voting Power
 
        421,400                
  9.    Sole Dispositive Power
 
        355,300                
10.    Shared Dispositive Power
 
        421,400                
11.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
776,700            
    
12.

  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
  
¨
 
13.

  
Percent of Class Represented by Amount in Row (11)
 
10.63%            
    
14.

  
Type of Reporting Person (See Instructions)
 
IN            
    
 
Last Update: 11/01/2002

CUSIP NO. 806832101
  
13D/6A
  
Page 7 of 18
 
 
  1.

  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Ronald Kimel, As Sole Trustee for the Benefit of the Issue of Manuel Kimel Under the Manuel Kimel Family Trust
    
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  x
    
  3.

  
SEC Use Only
 
    
  4.

  
Source of Funds (See Instructions)
 
N/A
    
  5.

  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.

  
Citizenship or Place of Organization
 
Canadian
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
        421,400
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
        421,400
11.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
421,400
    
12.

  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
  
¨
 
13.

  
Percent of Class Represented by Amount in Row (11)
 
5.77%
    
14.

  
Type of Reporting Person (See Instructions)
 
IN
    

CUSIP NO. 806832101
  
13D/6A
  
Page 7 of 18
 
ITEM 1.    SECURITY AND ISSUER.
 
This statement relates to shares of Common Stock, no par value per share (the “Stock”), of Schlotzsky’s, Inc., a Texas corporation (the “Issuer”). The principal executive offices of the Issuer are located at 203 Colorado Street, Austin, Texas 78701.
 
ITEM 2.    IDENTITY AND BACKGROUND.
 
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), this amendment to Schedule 13D Statement is hereby filed by the following persons (collectively, the “Reporting Persons”): Westdale Properties America I, Ltd., a Texas limited partnership (“WPA I Ltd.”); JGB Ventures I, Ltd., a Texas limited partnership and the sole general partner of WPA I Ltd. (“JGB I Ltd.”); JGB Holdings, Inc., a Texas corporation and sole general partner of JGB I Ltd. (“JGB Holdings”); Joseph G. Beard, a citizen of the United States and sole shareholder of JGB Holdings (“Beard”); and Ronald Kimel, a Canadian citizen, as sole Trustee for the benefit of the issue of Manuel Kimel under the Manuel Kimel Family Trust (“Kimel”).
 
WPA I Ltd. is a Texas limited partnership, the principal business of which is to own, operate, develop, construct, acquire, and consult in respect of real estate in the United States. The principal business address of WPA I Ltd., which also serves as its principal office, is 3300 Commerce Boulevard East, Dallas, Texas 75226.
 
JGB I Ltd. is a Texas limited partnership, the principal business of which is serving as the general partner of WPA I Ltd., which in turn serves as the general partner of Westdale Asset Management, Ltd., a Texas limited partnership, and activities related thereto. The principal business address of JGB I Ltd., which also serves as its principal office, is 3300 Commerce Boulevard East, Dallas, Texas 75226.
 
JGB Holdings is a Texas corporation, the principal business of which is serving as the general partner of JGB I Ltd. and activities related thereto. The principal business address of JGB Holdings, which also serves as its principal office, is 3300 Commerce Boulevard East, Dallas, Texas 75226. Beard is the sole director and President, Vice President and Treasurer of JGB Holdings. It has no other executive officers.
 
Beard’s principal occupation or employment is serving as the President of JGB Holdings as general partner of JGB I Ltd. The principal business address of Beard, which also serves as his principal office, is 3300 Commerce Boulevard East, Dallas, Texas 75226.
 
The principal business of Kimel and the Manuel Kimel Family Trust is investments. The principal business address of Kimel and the Manuel Kimel Family Trust, which also serves as their principal office, is 440 Adelaide Street West, Toronto, Ontario M5V 1S7, Canada.

CUSIP NO. 806832101
  
13D/6A
  
Page 8 of 18
 
The Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor any of the information contained herein shall be deemed to be an admission by any of the Reporting Persons that a “group” exists.
 
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
 
ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
The source and amount of funds used by WPA I Ltd. to purchase its Stock is Working Capital of WPA I Ltd. As used herein, the term “Working Capital” includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. Beard used personal funds to purchase his shares of Stock. The source and amount of funds used by Beard to purchase his Stock is personal funds.
 
ITEM 4.    PURPOSE OF TRANSACTION.
 
Pursuant to a series of transactions ending on December 10, 2002, WPA I Ltd. has purchased for an aggregate of $1,931,601 in cash an aggregate of 421,400 shares of Stock. The shares of Stock were acquired by WPA I Ltd. for the purpose of investment.
 
Pursuant to a series of transactions ending on December 9, 2002, Beard, individually, purchased for an aggregate of $1,603,863 in cash an aggregate of 355,300 shares of Stock. The shares of Stock purchased by Beard individually were acquired for the purpose of investment.
 
Subject to the foregoing, the Reporting Persons intend to continue to evaluate the Issuer’s business, prospects and financial condition, the market for the Stock, monetary and stock market conditions and other further developments. As a part of such evaluation, one or more of the Reporting Persons may participate in meetings or hold discussions with the Issuer’s management, other shareholders and other persons in which the Reporting Persons may express their views with respect to potential changes in the operations, assets, capital structure or ownership of the Issuer as a means of enhancing shareholder value. Such expression of views may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form.
 
In connection with its ongoing evaluation of the Issuer’s business, prospects and financial condition, WPA I Ltd. has determined that it is in the best interests of Issuer’s shareholders that the Board of Directors of the Issuer consider a sale of the Issuer in one or more parts in an open, publicly announced fashion with a view to consummating such transactions not later than February 1, 2004. Consistent with this determination, on December 19, 2002, WPA I Ltd. submitted a shareholder proposal to the Company for consideration at the Company’s 2003 annual meeting of shareholders.

CUSIP NO. 806832101
  
13D/6A
  
Page 9 of 18
 
WPA I Ltd has requested that this proposal be included in any proxy materials relating to the Issuers’ 2003 annual meeting of shareholders. WPA I Ltd.’s shareholder proposal requests that the Company’s Board of Directors pursue a sale of the Company in one or more parts in an open, publicly announced fashion with a view to consummating such transactions not later than February 1, 2004. On December 23, 2002, counsel for the Issuer contacted WPA I Ltd.’s counsel to discuss WPA I Ltd.’s shareholder proposal, and suggested a meeting between representatives of the Issuer and WPA I Ltd. No such meeting has been scheduled. However, consistent with its ongoing evaluation of its investment in the Issuer, representatives of the Reporting Persons may meet with representatives of the Issuer to discuss WPA I Ltd.’s shareholder proposal. At any such meeting or meetings, or at subsequent meetings, the Reporting Persons, directly or through representatives, may express their views with respect to, and may discuss with the Issuer proposals relating to, potential changes in the operations, assets, capital structure or ownership of the Issuer as a means of enhancing shareholder value. Such expression of views may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. In addition, from time to time in the past, the Reporting Persons have met, and from time to time in the future the Reporting Persons expect to meet, with other shareholders of the Issuer, and with third parties, to discuss their views with respect to the Issuer’s operations, assets, capital structure or ownership. The Reporting Persons do not currently expect such meetings with other shareholders of the Issuer, or with a any third parties, to result in any plans or proposals in cooperation with such other shareholders or third parties that relate to or that would result in any of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form.
 
Depending upon, among other things, the factors set forth above, the Reporting Persons reserve the right to (i) dispose of all or part of their investment in the Stock at any time, (ii) acquire additional shares of Stock by tender offer, in the open market, in private transactions or otherwise, (iii) propose a merger or similar business combination with the Issuer or its affiliates, (iv) seek control of the Issuer by stock ownership or otherwise, or (v) take any other action with respect to the Issuer.
 
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 following actions:
 
(a)    The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b)    An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c)    A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
(d)    Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

CUSIP NO. 806832101
  
13D/6A
  
Page 10 of 18
 
(e)     ny material change in the present capitalization or dividend policy of the Issuer;
 
(f)    Any other material change in the Issuer’s business or corporate structure;
 
(g)    Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
(h)    Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)    A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j)    Any action similar to any of those enumerated above.
 
ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.
 
Pursuant to Rule 13d-3(a), at the close of business on December 10, 2002, each of WPA I Ltd. and Kimel may be deemed to be the beneficial owner of 421,400 shares of the Stock, which constitutes approximately 5.77% of the 7,307,253 shares of the Stock outstanding at September 30, 2002, according to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002 (the “Outstanding Shares”). Each of such persons, either directly or indirectly, has or shares the power to vote or to direct the vote and to dispose or to direct the disposition of, such shares of Stock.
 
Pursuant to Rule 13d-3(a), at the close of business on December 10, 2002, each of JGB I Ltd., as the sole general partner of WPA I Ltd., and JGB Holdings, as the sole general partner of JGB I Ltd., pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 421,400 shares of the Stock, which constitutes approximately 5.77% of the Outstanding Shares. Each of such persons, either directly or indirectly, may have or share the power to vote or to direct the vote and to dispose of or to direct the disposition of, such shares of Stock.
 
Pursuant to Rule 13d-3(a), at the close of business on December 10, 2002, Beard, individually and as sole shareholder of JGB Holdings, pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 776,700 shares of the Stock, which constitutes approximately 10.63% of the Outstanding Shares consisting of (i) the 421,400 shares described in the preceding paragraphs and (ii) 355,300 additional shares of Stock beneficially owned by Beard separately. Beard, either directly or indirectly, may have or share the power to vote or direct the vote and to dispose of or to direct the disposition of such shares of Stock.
 
Other than as set forth above, none of the Reporting Persons named herein is the beneficial owner of any shares of the Stock.
 
During the last 60 days, Beard, individually, has purchased shares of the Stock in open market transactions on the NASDAQ Stock Market as follows:

 
CUSIP NO. 806832101
  
13D/6A
  
Page 11 of 18
         
DATE
     
NUMBER
OF SHARES
   
PRICE
PER SHARE
10/29/02
     
500
   
$
3.3770
10/29/02
     
300
   
$
3.4200
10/29/02
     
1,000
   
$
3.2150
10/30/02
     
700
   
$
3.5797
11/18/02
     
200
   
$
3.1500
11/18/02
     
1,500
   
$
3.0807
11/19/02
     
2,500
   
$
3.2100
11/19/02
     
600
   
$
3.2000
11/20/02
     
5,000
   
$
3.2100
11/20/02
     
4,000
   
$
3.2500
11/21/02
     
7,900
   
$
3.1816
12/09/02
     
5,600
   
$
3.1307
 
During the last 60 days, WPA I, Ltd. has sold shares of the Stock in open market transactions on the NASDAQ Stock Market as follows:
 
]DATE
     
NUMBER
OF SHARES
   
PRICE
PER SHARE
10/14/02
     
700
   
$
3.5000
10/15/02
     
1,500
   
$
3.5200
11/21/02
     
900
   
$
3.2000
11/22/02
     
7,500
   
$
3.1973
11/25/02
     
4,200
   
$
3.2500
11/26/02
     
800
   
$
3.1975
12/10/02
     
300
   
$
3.1500
12/24/02
     
300
   
$
2.9600
 
In addition, the text of the prior amendment to the Schedule 13-D for WPA I, Ltd. referenced that during the 60 days prior to the filing of the Schedule 13-D/6A, WPA I, Ltd. had sold shares of the Stock in open market transactions on the NASDAQ Stock Market when in fact, WPA I, Ltd. Actually purchased such shares. The total amount owned by WPA I, Ltd., as reflected on the tables at the beginning of the Schedule 13-D/6A, were correct. Such purchases are reflected below:
 
DATE
     
NUMBER
OF SHARES
   
PRICE
PER SHARE
08/14/02
     
7,000
   
$
4.2852
08/15/02
     
5,000
   
$
4.2500
08/15/02
     
200
   
$
4.2270
08/15/02
     
100
   
$
4.2500
08/23/02
     
1,000
   
$
4.1500
08/23/02
     
1,000
   
$
4.1500

 
CUSIP NO. 806832101
  
13D/6A
  
Page 12 of 18
         
DATE
   
NUMBER
OF SHARES
   
PRICE
PER SHARE
08/26/02
   
1,000
   
$
4.2172
09/13/02
   
4,600
   
$
3.9500
09/16/02
   
6,000
   
$
3.9333
09/17/02
   
5,000
   
$
3.8500
09/18/02
   
5,000
   
$
3.8500
09/18/02
   
9,000
   
$
3.8500
09/23/02
   
1,400
   
$
3.700
09/24/02
   
1,400
   
$
3.7997
09/25/02
   
400
   
$
3.8500
09/26/02
   
2,600
   
$
3.8731
10/01/02
   
200
   
$
3.8500
10/02/02
   
5,100
   
$
3.8489
10/03/02
   
1,000
   
$
3.8500
10/07/02
   
2,800
   
$
3.8305
10/09/02
   
1,800
   
$
3.7500
10/10/02
   
500
   
$
3.8000
10/10/02
   
1,000
   
$
3.7200
10/10/02
   
1,000
   
$
3.8000
10/10/02
   
1,000
   
$
3.7200
10/10/02
   
11,800
   
$
3.7456
 
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
 
By virtue of constituent arrangements of the Reporting Persons, other than Beard individually, Beard and Kimel may be deemed to act jointly and thus be deemed to share the power to vote, acquire and dispose of shares of the Stock held by WPA I, Ltd. To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over shares of the Stock.
 
ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.
 
 
1.
 
Letter to the Company regarding a shareholder proposal to be considered at the Company’s 2003 annual shareholders’ meeting.

 
CUSIP NO. 806832101
  
13D/6A
  
Page 13 of 18
         
SIGNATURES AND POWER OF ATTORNEY
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Pursuant to Rule 13d-1(k)(l)(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 agree that the attached statement is filed on behalf of each of them in the capacities set forth below.
 
Pursuant to the Schedule 13D filed on behalf of each of the Reporting Persons on April 27, 2001, each of the Reporting Persons constituted and appointed Joseph G. Beard and Ronald Kimel, and each of them (with full power in each to act alone), as attorneys and agents of the Reporting Persons, to sign and file with the Securities and Exchange Commission under Regulation 13 D-G under the Securities Exchange Act of 1934, as amended, any and all amendments and exhibits to the Schedule 13D filed on April 27, 2001, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable in their or his sole discretion.

 
CUSIP NO. 806832101
  
13D/6A
  
Page 14 of 18
         
DATED: December 27, 2002
 
WESTDALE PROPERTIES AMERICA I, LTD.,
a Texas limited partnership
By:
  
General Partner
Its:
  
JGB Ventures I, Ltd., a Texas limited partnership
   
By:
  
JGB Holdings, Inc., a Texas corporation
   
Its:
  
General Partner
       
By:
  
/s/    Joseph G. Beard        
       
Its:
  
President
 

 
CUSIP NO. 806832101
  
13D/6A
  
Page 15 of 18
         
DATED: December 27, 2002
JGB Ventures I, Ltd., a Texas limited partnership
By:
  
JGB Holdings, Inc., a Texas corporation
Its:
  
General Partner
         
   
By:
  
/s/    Joseph G. Beard        
   
Its:
  
President

 
CUSIP NO. 806832101
  
13D/6A
  
Page 16 of 18
         
DATED:    December 27, 2002
 
JGB Holdings, Inc., a Texas corporation
By:
  
/s/    Joseph G. Beard
Its:
  
President
 

 
CUSIP NO. 806832101
  
13D/6A
  
Page 17 of 18
         
DATED:    December 27, 2002
 
/s/    Joseph G. Beard
Joseph G. Beard

 
CUSIP NO. 806832101
  
13D/6A
  
Page 18 of 18
         
DATED:    December 27, 2002
 
/s/ Joseph G. Beard
Joseph G. Beard, as attorney-in-fact for
Ronald Kimel, as sole Trustee for the benefit
of the issue of Manuel Kimel under the
Manuel Kimel Family Trust