-----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, HV15512OQzSkFwc8Yb1lcFJwRO4wYDDff7uKSDqbYcsHBVdvXm9ClN05k4Uwto3R OGvLkGjnPQNhRNM6rv8O9w== 0000950144-96-006496.txt : 19960923 0000950144-96-006496.hdr.sgml : 19960923 ACCESSION NUMBER: 0000950144-96-006496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960920 SROS: CSX SROS: NYSE SROS: PHLX GROUP MEMBERS: HOLCOME T. GREEN, JR. GROUP MEMBERS: HTG. CORP. GROUP MEMBERS: WPS INVESTORS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RHODES INC CENTRAL INDEX KEY: 0000083679 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 580536190 STATE OF INCORPORATION: GA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20907 FILM NUMBER: 96632946 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD N E CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042644600 MAIL ADDRESS: STREET 1: 4370 PEACHTREE RD N E CITY: ATLANTA STATE: GA ZIP: 30319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WPS INVESTORS LP CENTRAL INDEX KEY: 0000920576 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 582079238 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE NE STREET 2: STE 1420 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042611187 MAIL ADDRESS: STREET 1: 3343 PEACHTREE RD STE 1420 CITY: ATLANTA STATE: GA ZIP: 30326 SC 13D/A 1 RHODES, INC. - SCHEDULE 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RHODES, INC. ------------------ (Name of Issuer) Common Stock Without Par Value ------------------------------ (Title of Class of Securities) 76235P 10 1 ----------- (CUSIP Number) Mr. Holcombe T. Green, Jr. 3343 Peachtree Road, N.E. Suite 1420 - East Tower Atlanta, Georgia 30326 (404) 261-1187 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 1996 ---------------------------- (Date of Event Which Requires Filing of this Statement) Copy to: E. William Bates, II King & Spalding 120 West 45th Street New York, New York 10036 (212) 556-2100 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the Statement: [ ] (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on Following Pages) 2 SCHEDULE 13D CUSIP NO. 76235P 10 1 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HTG. CORP. 58-1759388 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 GEORGIA NUMBER OF 7. SOLE VOTING POWER SHARES 2,918,379 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH - 0 - REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,918,379 10. SHARED DISPOSITIVE POWER - 0 - 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,918,379 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.83% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 76235P 10 1 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS WPS INVESTORS, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 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 GEORGIA NUMBER OF 7. SOLE VOTING POWER SHARES 2,912,679 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH - 0 - REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,912,679 10. SHARED DISPOSITIVE POWER - 0 - 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,912,679 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.77% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 76235P 10 1 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MR. HOLCOMBE T. GREEN, JR. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 GEORGIA NUMBER OF 7. SOLE VOTING POWER SHARES 2,920,854 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH - 0 - REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,920,854 10. SHARED DISPOSITIVE POWER - 0 - 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,920,854 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.86% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 This statement constitutes Amendment No. 2 to the Statement on Schedule 13D dated March 23, 1994 (the "SCHEDULE 13D") filed via EDGAR by WPS Investors, L.P. ("WPS INVESTORS"), a Georgia limited partnership, HTG Corp., a Georgia corporation, and Mr. Holcombe T. Green, Jr. (collectively, the "REPORTING PERSONS"), relating to their beneficial ownership of the common stock, without par value ("COMMON STOCK"), of Rhodes, Inc., a Georgia corporation (the "ISSUER"). All terms used herein which are defined in the Schedule 13D shall have the same respective meanings herein as therein provided, unless otherwise defined herein. The Schedule 13D is hereby amended as follows: Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is amended to disclose the following information: On September 17, 1996, the Issuer announced the signing of a definitive merger agreement to merge (the "MERGER") the Issuer with a wholly owned subsidiary of Heilig-Meyers Company ("HM"). Pursuant to the Agreement and Plan of Merger, dated as of September 17, 1996 (the "MERGER AGREEMENT"), among the Issuer, HM, and HM Merger Subsidiary, Inc., a wholly owned subsidiary of HM, among other things, HM Merger Subsidiary, Inc. will merge with and into the Issuer, the Issuer will be the surviving corporation in the Merger and become a wholly owned subsidiary of HM, and each shareholder of the Issuer will be entitled to receive 0.5 shares of HM common stock in exchange for one share of the Issuer's common stock. In connection with the signing of the Merger Agreement, WPS Investors, Green Capital Investors, L.P., a partnership also controlled by HTG Corp. ("GREEN CAPITAL"), and HM entered into a Voting Agreement, dated as of September 17, 1996 (the "VOTING AGREEMENT"), pursuant to which such parties agreed to vote their respective shares of the Issuer's common stock in favor of the Merger. Item 5. Interest of the Securities of the Issuer. Item 5 of the Schedule 13D is amended to disclose the following information: On September 17, 1996, HTG Corp. Profit Sharing Plan sold 25 shares of Common Stock (of which Holcombe T. Green, Jr. is the beneficial owner) to HM at a price per share of $9.50 in cash. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is amended to disclose the following information: Pursuant to the Voting Agreement, the parties thereto have agreed during the term thereof to vote their respective shares of the Issuer's common stock, in person or by proxy, (i) in favor of 6 approval of the Merger Agreement at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment thereof and (ii) against any Acquisition Proposal, which term is defined in the Merger Agreement and generally includes any offer or proposal for, or indication of interest in, a merger or the acquisition of stock or a substantial portion of the assets of the Issuer (excluding the transactions contemplated by the Merger Agreement). The voting provisions of the Voting Agreement terminate upon the earliest to occur of (i) the Effective Time (as defined in the Merger Agreement); (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Issuer withdraws or materially modifies or changes its recommendation for the approval of the Merger Agreement if the Board of Directors of the Issuer after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Issuer's shareholders under applicable law; and (iv) February 28, 1997. Pursuant to the Voting Agreement, each of WPS Investors and Green Capital has agreed that they will not, without the prior written consent of HM, transfer, sell, assign or convey, or offer to transfer, sell assign or convey (nor grant any party any option or right to purchase) the shares of Common Stock owned by them, until the earlier of termination of the Merger Agreement prior to the Effective Time (as defined in the Merger Agreement) or thirty (30) days after the date on which HM publishes information as to the financial results covering at least thirty (30) days of post-Merger combined operations reflecting combined sales and net income. The Voting Agreement is attached hereto as Exhibit G and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is amended to add the following exhibit: Exhibit Description ------- ----------- G Voting Agreement, dated as of September 17, 1996, among WPS Investors, L.P., Green Capital Investors, L.P., and Heilig-Meyers Company 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. WPS INVESTORS, L.P. By: HTG Corp., General Partner By:/s/ Holcombe T. Green, Jr. ----------------------------- Name: Holcombe T. Green, Jr. Title: President HTG CORP. By:/s/ Holcombe T. Green, Jr. ---------------------------- Name: Holcombe T. Green, Jr. Title: President /s/ Holcombe T. Green, Jr. ------------------------------- Holcombe T. Green, Jr. DATED: September 20, 1996 8 EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- A Form of Note between Green Capital and Opti-World Inc. B The Issuer's Registration Statement on Form S-1 (File No. * 33-60692) (incorporated herein by reference) C Amended and Restated Agreement of Limited Partnership of Green * Capital Investors, L.P. D Agreement of Limited Partnership of RHD Capital and Company, L.P. * E Agreement of Limited Partnership of Green and Company, L.P. * F Agreement as to Joint Filing of Schedule 13D * G Voting Agreement, dated as of September 17, 1996, among WPS Investors, L.P., Green Capital Investors, L.P., and Heilig-Meyers Company
- ----------------------- * Previously filed with Schedule 13D on July 5, 1993. 9 EXHIBIT G VOTING AGREEMENT VOTING AGREEMENT (this "AGREEMENT"), dated as of September 17, 1996, among WPS Investors, L.P., a Georgia limited partnership ("WPS"), Green Capital Investors, L.P., a Georgia limited partnership ("GREEN CAPITAL"), and Heilig-Meyers Company, a Virginia corporation ("PURCHASER"), each a shareholder of Rhodes, Inc., a Georgia corporation (the "COMPANY"), (WPS, Green Capital and Purchaser together being referred to herein as the "SHAREHOLDERS"). WHEREAS, concurrently with the execution of this Agreement, the Company, Purchaser and HM Merger Subsidiary, Inc., a Georgia corporation and a wholly owned subsidiary of Purchaser ("SUB"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "MERGER AGREEMENT"), providing for the merger (the "MERGER") of Sub with and into the Company pursuant to the terms and conditions of the Merger Agreement; WHEREAS, WPS and Green Capital own of record and beneficially 2,912,679 and 5,700 shares, respectively, of common stock, no par value, of the Company (the "COMMON STOCK"), and Purchaser owns beneficially 25 shares of Common Stock (together with the shares owed by WPS and Green Capital, the "SHARES", which term, after the Effective Time, shall refer to the Purchaser Common Stock (as defined in the Merger Agreement) received in the Merger), and WPS, Green Capital and Purchaser wish to enter into this Agreement with respect to the Shares; and WHEREAS, each of the Shareholders has agreed, upon the terms and subject to the conditions set forth herein, to vote its Shares at a meeting of the Company's shareholders in favor of approval of the Merger Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. The Shareholders agree during the term of this Agreement to vote their respective Shares, in person or by proxy, in favor of approval of the Merger Agreement at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment thereof (each, a "SHAREHOLDERS' MEETING") and against any Acquisition Proposal (as such term is defined in the Merger Agreement). 2. NO VOTING TRUSTS. Each of the Shareholders agrees that it will not, nor will such Shareholder permit any entity under such Shareholder's control to, deposit any of such Shareholder's Shares in a voting trust or subject any of its Shares to any arrangement with respect to the voting of its Shares inconsistent with this Agreement. 3. LIMITATION ON DISPOSITIONS. Without the prior written consent of Purchaser, each of WPS and Green Capital shall not transfer, sell, assign or convey, or offer or agree to transfer, sell, assign or convey, any of their Shares 10 during the term of this Agreement. Without limiting the generality of the foregoing, each of WPS and Green Capital shall not grant to any party any option or right to purchase their Shares or any interest therein. Each of WPS and Green Capital acknowledge and agree that the transfer agent with respect to their Shares shall be given notice that their Shares are subject to the terms of this Agreement and such Shares shall not be transferred except in accordance with the terms of this Agreement. Notwithstanding the foregoing, WPS and Green Capital each may distribute all or a portion of their Shares to their respective partners, provided such Shares continue to be subject to the restrictions of this Agreement and are legended to that effect. 4. SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, the other party will not have an adequate remedy at law or in damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 5. TERM OF AGREEMENT; TERMINATION. Except as set forth in Section 5(b) hereof and subject to Section 8(f) hereof, the term of this Agreement shall commence on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation for the approval of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's shareholders under applicable law; and (iv) February 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. (b) The covenants and obligations set forth in Section 3 of this Agreement shall expire and be of no further force or effect on the earlier of (i) the expiration or termination of the Merger Agreement, prior to the Effective Time (as defined in the Merger Agreement), or (ii) thirty (30) days after the date on which Purchaser publishes information as to the financial results covering at least thirty (30) days of post-Merger combined operations reflecting combined sales and net income. 6. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 11 7. NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be in writing and shall be deemed to have been duly given if mailed, by first class or registered mail, five (5) business days after deposit in the United States Mail, or if telexed or telecopied, sent by telegram, or delivered by hand or reputable overnight courier, when confirmation is received, in each case as follows: If to WPS: WPS Investors, L.P. 1420 Atlanta Financial Center 3343 Peachtree Road, N.E. Suite 1420 Atlanta, Georgia 30326 Attention: Holcombe T. Green, Jr. Telecopy: (404) 266-8677 With a copy to: King & Spalding 120 West 45th Street New York, New York 10036 Attention: E. William Bates, II Telecopy: (212) 556-2222 If to Green Capital: Green Capital Investors, L.P. 1420 Atlanta Financial Center 3343 Peachtree Road, N.E. Suite 1420 Atlanta, Georgia 30326 Attention: Holcombe T. Green, Jr. Telecopy: (404) 266-8677 With a copy to: King & Spalding 120 West 45th Street New York, New York 10036 Attention: E. William Bates, II Telecopy: (212) 556-2222 If to Purchaser: Heilig-Meyers Company 2235 Staples Mill Road 12 Richmond, Virginia 23230 Attention: Joseph R. Jenkins Telecopy: (804) 254-1493 With a copy to: McGuire Woods Battle & Boothe LLP One James Center Richmond, Virginia 23219-4030 Attention: David W. Robertson Telecopy: (804) 775-1061 or to such other persons or addresses as may be designated in writing by the party to receive such notice. Nothing in this Section 7 shall be deemed to constitute consent to the manner and address for service of process in connection with any legal proceeding (including litigation arising out of or in connection with this Agreement), which service shall be effected as required by applicable law. 8. MISCELLANEOUS. (a) Nothing contained in this Agreement shall be construed as creating any liability on the part of the Shareholders under the Merger Agreement. (b) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Georgia, without reference to its conflicts of law principles. (c) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provision held invalid or unenforceable and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (d) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (e) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (f) The obligations of the Shareholders set forth in this Agreement shall not be effective or binding upon any Shareholder until after such time as the Merger Agreement is executed and delivered by the Company, Purchaser and Sub. 13 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. HEILIG-MEYERS COMPANY By: /s/ Roy B. Goodman ---------------------------- Name: Roy B. Goodman Title: Senior Vice President WPS INVESTORS, L.P. By: HTG Corp., Its General Partner By: /s/ Holcombe T. Green, Jr. --------------------------- Name: Holcombe T. Green, Jr. Title: President GREEN CAPITAL INVESTORS, L.P. By: Green and Company, L.P, Its General Partner By: HTG Corp., Its General Partner By: /s/ Holcombe T. Green, Jr. -------------------------- Name: Holcombe T. Green, Jr. Title: President 14 AGREEMENT REQUIRED UNDER RULE 13d-1(f)(1) September 20, 1996 HTG Corp. 3343 Peachtree Road East Tower, Suite 1420 Atlanta, Georgia 30326 Mr. Holcombe T. Green, Jr. 3343 Peachtree Road East Tower, Suite 1420 Atlanta, Georgia 30326 Re: Amendment No. 2 to Schedule 13D under the Securities Exchange Act of 1934 Relating to the Gentlemen: This letter will set forth our mutual understanding and agreement that the captioned statement is filed on behalf of each person and entity set forth below and that this letter may be attached as an exhibit to such statement. Please indicate your acceptance and agreement by executing a counterpart hereof in the space provided below and returning it to the undersigned. Very truly yours, WPS INVESTORS, L.P. By: HTG Corp., Its General Partner By: /s/ Holcombe T. Green, Jr. ----------------------------- Name: Holcombe T. Green, Jr. Title: President 15 Accepted and Agreed to as of the date first above written: HTG CORP. By:/s/ Holcombe T. Green, Jr. ------------------------------ Name: Holcombe T. Green, Jr. Title: President /s/ Holcombe T. Green, Jr. - --------------------------------- Holcombe T. Green, Jr. -----END PRIVACY-ENHANCED MESSAGE-----