Greenway Partners LP, et al. – ‘SC 13D/A’ on 12/24/97 re: Ryerson Inc. – EX-6

As of:  Wednesday, 12/24/97   ·   Accession #:  909518-97-739   ·   File #:  5-37208

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          15     56K 
                          Ownership                                              
 2: EX-5        Opinion re: Legality                                   1      5K 
 3: EX-6        Opinion re: Discount on Capital Shares                14     40K 

EX-6   —   Opinion re: Discount on Capital Shares
Exhibit Table of Contents

EX-6
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20547

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
 SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO. __]

[ ]   FILED BY THE REGISTRANT                                                   
[X]   FILED BY A PARTY OTHER THAN THE REGISTRANT                                

CHECK THE APPROPRIATE BOX:                                                      

[X]   PRELIMINARY PROXY STATEMENT                                               
[ ]   CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED                
BY RULE 14A-6(E) (2))                                               
[ ]   DEFINITIVE PROXY STATEMENT                                                
[ ]   DEFINITIVE ADDITIONAL MATERIALS                                           
[ ]   SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12             

 INLAND STEEL INDUSTRIES, INC.
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 GREENWAY PARTNERS, L.P.
--------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              

[X]   NO FEE REQUIRED                                                           
[ ]   FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I) (4) AND 0-11. 

 1)    TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:

2)    AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:  

NYFS11...:\92\56392\0003\1915\PXYD117T.06B                                      

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  3)    PER UNIT PRICE OF OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
         PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH
      THE FILING FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):

4)    PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:              

5)    TOTAL FEE PAID:                                               

[ ]   FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.                           

[ ]   CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT    
    RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS
   PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.         

1)    AMOUNT PREVIOUSLY PAID:  $                                    

2)    FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:                 

3)    FILING PARTY:                                                 

4)    DATE FILED:                                                   

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PRELIMINARY COPIES

 PROXY STATEMENT
IN SUPPORT OF SHAREHOLDER PROPOSAL
IN CONNECTION WITH THE
 1998 ANNUAL MEETING OF SHAREHOLDERS
OF INLAND STEEL INDUSTRIES, INC.

         This Proxy Statement is being furnished to shareholders of Inland
Steel Industries, Inc. ("Inland" or the "Company") in connection with the       
solicitation by Greenway Partners, L.P. ("Greenway"), and the other participants
described below under "Certain Information Concerning Greenway and the other    
Participants in the Solicitation", who collectively constitute one of the       
Company's largest holders of shares of Common Stock, for use at the 1998 Annual 
Meeting of shareholders of Inland, which according to Section 2 of Article II of
the Company's By-Laws, shall be held on the fourth Wednesday of May (i.e., May  
27, 1998) or such other date as may be determined by the Company's Board of     
Directors, and at any adjournment(s) thereof (the "Annual Meeting"). The Company
has not yet announced the time, place or the record date of the Annual Meeting, 
but Greenway expects that the Company will provide such information in due      
course. Only shareholders of record at the close of business on the record date 
will be entitled to notice of and to vote at the Annual Meeting.                

         NO PROXY CARD FOR USE AT THE ANNUAL MEETING IS INCLUDED WITH THIS
PROXY STATEMENT BUT ONE WILL BE PROVIDED BY GREENWAY AFTER THE COMPANY NOTIFIES 
SHAREHOLDERS OF THE RECORD DATE AND MATTERS TO BE VOTED UPON AT THE ANNUAL      
MEETING OR AT AN EARLIER DATE IF GREENWAY DEEMS IT APPROPRIATE.                 
Any shareholder who executes and delivers such Proxy will have the right to     
revoke it at any time before it is exercised, by filing with Greenway at 277    
Park Avenue, New York, New York 10172 or with the Secretary of the Company at   
its principal executive offices at 30 West Monroe Street, Chicago, Illinois     
60603, an instrument revoking it or a duly executed Proxy bearing a later date, 
or, by appearing in person and voting at the Annual Meeting.                    

            This Proxy Statement is first being sent or given to shareholders on
or about January __, 1998. The Company has reported in the proxy statement      
relating to the 1997 Annual Meeting that as of April 2, 1997, the record date   
for such meeting, the Company's outstanding voting securities, together with the
vote to which each is entitled, consists of 48,909,052                          

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shares of common stock (one vote per share), 94,202 shares of Series A $2.40    
Cumulative Convertible Preferred Stock (one vote per share), 3,047,033 shares of
Series E ESOP Convertible Preferred Stock (1.25 votes per share), and           
$100,000,000 principal amount of the Company's 10.23% Subordinated Voting Notes 
(30.604 votes per $1,000 of principal amount). According to the Company's       
quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1997,  
there were 48,959,768 shares of common stock outstanding on November 6, 1997.   
All such voting securities vote together without regard to class on the matters 
expected to be voted upon at the Annual Meeting.                                

 RYERSON TULL PROPOSAL

           Greenway Partners, L.P., 277 Park Avenue, New York, New York 10172,
beneficial owner of 830,000 shares of Inland Common Stock, has proposed for the 
reasons stated below, the adoption of the following resolution:                 

             RESOLVED, that it is hereby recommended that the Board of
      Directors distribute Inland's ownership of Ryerson Tull to its
      shareholders through a spin-off transaction or the issuance of
letter stock.                                           

     Greenway and the other participants described below and their
associates and affiliates own over 4,400,000 shares of Inland, making them one  
of the largest shareholders with over 9%. Greenway continues to believe that the
stock market is not yet granting Inland and Ryerson Tull the full benefits of a 
separation into two independent companies because Inland still holds            
approximately 87% of the economic interest in Ryerson Tull- - the largest metals
service center in the United States.                                            

         Greenway believes value can be created for shareholders if Inland
distributes its ownership of Ryerson Tull to Inland shareholders. Alternatively,
if more advantageous from a tax point of view, Inland could instead distribute  
to its shareholders a so-called "letter stock" reflecting Inland's economic     
interest in Ryerson Tull's business. Greenway had suggested the use of "letter  
stock" last year in answer to management's allegation then that federal income  
taxes would increase significantly if Ryerson Tull were spun off and its income 
could no longer be offset by Inland's substantial tax loss carryforwards.       
Distributing "letter stock", Greenway believes, solves any tax concerns.        

        Spin-offs have become a much admired and accepted practice which
allow managements to become more focused upon and more accountable for their    
respective businesses. Investors,                                               

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potential capital sources and analysts are able to price more efficiently the   
separate businesses.                                                            

       Companies such as AT&T/Lucent; Pacific Telesis/Air Touch; Sears
Roebuck/Dean Witter Discover; and Santa Fe Energy/Monterey Resources have had an
initial public offering of less than 20% of the economic interest in one of     
their separate businesses followed by a spin-off distribution of the remaining  
equity interest to their shareholders. Greenway urges Inland to follow this     
successful pattern with Ryerson Tull.                                           

            Likewise, the concept of "letter stock" is not new and has been used
in the steel industry by USX Corp. Although USX Corp. remains as one company,   
its steel, oil and natural gas businesses trade separately as "letter stocks".  
Similarly, the Hughes Electronics business of General Motors trades as a "letter
stock", as did Electronic Data Systems until its full spin-off.                 

            Following the distribution of Ryerson Tull through a spin-off or the
issuance of "letter stock", Greenway believes Ryerson Tull would be a higher    
multiple stock than at present that could be used to purchase other metals      
service centers or to raise cash in the public market for business expansion.   

    Greenway also continues to believe some consolidation in the
domestic steel industry is desirable and should occur as is happening among     
foreign producers. As a steel producer, Inland ranks only sixth in the nation,  
with annual revenues of approximately $2.5 billion. Given Inland's size in the  
steel industry, Inland's Board also should consider actively seeking a merger   
partner.                                                                        

       Greenway recommends that the shareholders vote FOR the adoption
of the foregoing shareholder proposal.                                          

 CERTAIN INFORMATION CONCERNING GREENWAY
AND THE OTHER PARTICIPANTS IN THE SOLICITATION

       Information concerning Greenway, Alfred D. Kingsley and Gary K.
Duberstein, who are each "participants in the solicitation" as defined in the   
proxy rules promulgated by the Securities and Exchange Commission under the     
Securities Exchange Act of 1934, as amended, and their affiliates and           
associates, is set forth on Appendix A hereto.                                  

        Greenway, Alfred D. Kingsley and Gary K. Duberstein, and each of
their affiliates and associates, intend to vote their shares of Inland Common   
Stock in accordance with the recommendations of Greenway set forth herein.      

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PROXY SOLICITATION; EXPENSES

       Proxies may be solicited by Greenway, partners and employees of
Greenway, and by the other Participants by mail, telephone, telecopier, the     
Internet and personal solicitation. Regular employees of Greenway and its       
affiliates may be used to solicit proxies and, if used, will not receive        
additional compensation for such efforts. Banks, brokerage houses and other     
custodians, nominees and fiduciaries will be requested to forward the           
solicitation material of Greenway to their customers for whom they hold shares, 
and Greenway will reimburse them for their reasonable out-of-pocket expenses.   

         The entire expense of preparing, assembling, printing and mailing
this Proxy Statement and related materials, and the cost of soliciting proxies  
for the proposals endorsed by Greenway, will be borne by Greenway. Greenway     
estimates such expenses to be $75,000 (including professional fees and expenses,
but excluding any costs represented by salaries and wages of regular employees  
of Greenway and its affiliates). The total expenditures to date have been       
approximately $2,500, paid by Greenway. Greenway does not intend to seek        
reimbursement from Inland for Greenway's expenses.                              

Dated:      December 24, 1997                                                   
Sincerely,

                Your Fellow Shareholders
               Greenway Partners, L.P.
          Alfred D. Kingsley
          Gary K. Duberstein

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APPENDIX A

     Information is being given herein for Greenway Partners, L.P.
("Greenway"), Alfred D. Kingsley and Gary K. Duberstein, who are each a         
"participant in a solicitation" as defined under the proxy rules, and for       
Greentree Partners, L.P. ("Greentree"), Greenhouse Partners, L.P.               
("Greenhouse"), Greenhut, L.L.C. ("Greenhut"), Greenbelt Corp. ("Greenbelt"),   
Greensea Offshore, L.P. ("Greensea"), Greenhut Overseas, L.L.C. ("Greenhut      
Overseas"), which are each "associates" (as defined under the proxy rules) of   
Messrs. Kingsley and Duberstein (collectively, the "Reporting Persons"). Each of
Greenway, Greentree and Greenhouse is a Delaware limited partnership. Each of   
Greenhut and Greenhut Overseas is a Delaware limited liability company.         
Greenbelt is a Delaware corporation. Greensea is an exempted limited partnership
formed under the laws of the Cayman Islands. The principal business of Greenway,
Greentree and Greensea is investing in securities. The principal business of    
Greenhouse is being the general partner of Greenway. The principal business of  
Greenhut is being the general partner of Greentree. The principal business of   
Greenhut Overseas is being the investment general partner of Greensea. The      
principal business of Greenbelt is managing a small number of accounts          
containing securities for which Greenbelt has voting and dispositive power, and,
consequently, is the beneficial owner. The present principal occupation of each 
of Messrs. Kingsley and Duberstein is serving as the general partners of        
Greenhouse and members of both Greenhut and Greenhut Overseas. In addition, Mr. 
Kingsley is senior managing director, and Mr. Duberstein is managing director,  
of both Greenway and Greentree. Also, Mr. Kingsley is president, and Mr.        
Duberstein is vice president, secretary and treasurer of Greenbelt. The business
address of each of the Reporting Persons (other than Greensea) is 277 Park      
Avenue, 27th Floor, New York, New York 10172. The business address of Greensea  
is P.O. Box 1561, Mary Street, Grand Cayman, Cayman Island, British West Indies.

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     The Reporting Persons may be deemed to have direct beneficial
ownership of Inland Common Stock ("Shares") as follows:                         

                                                           APPROXIMATE
                                                            MARGIN
          NAME                   NUMBER OF SHARES           INDEBTEDNESS
          ----                   ----------------           ------------

     Greenway                      830,000                $5,300,000

     Greentree                     325,000                $2,800,000

     Greenbelt                   2,799,100               $16,700,000

     Greensea                      500,000                $4,600,000

Alfred D. Kingsley                  28,000                  $200,000

         The Shares were purchased in accounts which hold other securities
and may have been subject to ordinary course margin indebtedness from           
time-to-time. The approximate amount of margin indebtedness attributable to the 
Shares as of December 23, 1997 is estimated in the table above.                 

            Greenhouse, as the general partner of Greenway, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities        
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct     
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general       
partners of Greenhouse, may be deemed to beneficially own Shares which          
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and      
Duberstein disclaim beneficial ownership of such Shares for all other purposes. 

           Greenhut, as the general partner of Greentree, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities        
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct     
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of    
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed 
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaim beneficial
ownership of such Shares for all other purposes.                                

         Greenhut Overseas, as the investment general partner of Greensea,
may be deemed to own beneficially (as that term is defined in Rule 13d-3 under  
the Securities Exchange Act of 1934) Shares which Greensea may be deemed to     
possess direct beneficial ownership. Each of Messrs. Kingsley and Duberstein, as
members of Greenhut Overseas, may be deemed to beneficially own Shares          

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which Greenhut Overseas may be deemed to beneficially own. Each of Messrs.      
Kingsley and Duberstein disclaim beneficial ownership of such Shares for all    
other purposes.                                                                 

      Greenbelt has direct beneficial ownership of the Shares in the
accounts which it manages. In addition, Greenbelt is the investment advisor for 
Greenland Investment Company Limited, a Cayman Islands company ("Greenland"). In
such capacity, Greenbelt has the right to vote and direct the disposition of the
519,100 Shares held by Greenland and, consequently, has direct beneficial       
ownership of such Shares. Substantially all of the equity interests in Greenland
are owned by Strategic Investment Partners Limited ("SIPL"). Because SIPL has   
the right to elect to terminate its investment in Greenland upon less than 60   
days' notice and, upon such termination, all securities held by Greenland would 
be sold by Greenland or, with SIPL's consent, distributed to SIPL in kind, SIPL 
could be deemed to be the beneficial owner of the Shares held by Greenland.     
Information concerning SIPL and the identity and background of certain          
individuals and entities related thereto is set forth below. Each of Messrs.    
Kingsley and Duberstein, as executive officers and directors of Greenbelt, may  
be deemed to beneficially own Shares which Greenbelt beneficially owns. Each of 
Messrs. Kingsley and Duberstein disclaim beneficial ownership of such Shares for
all other purposes.                                                             

            To the best of the knowledge of the Reporting Persons, they have not
been within the past year a party to any contract, arrangements or understanding
with any person with respect to any securities of the Company, including but not
limited to joint ventures, loan or option arrangements, puts or calls,          
guarantees against loss or guarantees of profits, division of losses or profits,
or the giving or withholding of proxies, except as follows: The respective      
partnership agreements of Greenway and Greentree each contains provisions       
whereby its general partner (i.e., Greenhouse in the case of Greenway and       
Greenhut in the case of Greentree) will receive annually a certain percentage of
realized and unrealized profits, if any, derived from the partnership's         
investments. The agreements governing Greensea provide that Greenhut Overseas,  
as investment general partner, will receive annually a certain percentage of    
realized and unrealized profits, if any, derived from Greensea's investments.   
Greenbelt also receives annually a certain percentage of realized and unrealized
profits, if any, resulting from the investments in each of its managed accounts.

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           The Reporting Persons do not own any securities of Inland of record
but not beneficially.                                                           

          The Reporting Persons do not have any arrangement or understanding
with any person with respect to any future transactions to which Inland or any  
of its affiliates may be a party.                                               

         INFORMATION CONCERNING STRATEGIC INVESTMENT PARTNERS LIMITED. The
information set forth below in this Appendix A was provided to the Reporting    
Persons by Strategic Investment Partners Limited ("SIPL"). SIPL and the persons 
referred to below in this Appendix A assume no responsibility for any other     
information included in this filing. In addition, such persons expressly        
disclaim beneficial ownership over all the Shares reported herein.              

     SIPL is a Cayman Islands corporation jointly owned by Quantum
Industrial Partners LDC ("QIP") and Quasar Strategic Partners LDC ("QSP"). SIPL 
has its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands 
Antilles. The principal business of SIPL is investing in securities. Current    
information concerning the identity and background of the directors and officers
of SIPL is set forth below.                                                     

            Current information concerning each of SIPL, QIP and QSP (as well as
any other persons that may be deemed to have investment discretion over         
securities held for the account of SIPL, QIP and QSP) is set forth below.       

       During the past five years, to the best of SIPL's knowledge, no
other person identified in this Appendix B has been (a) convicted in a criminal 
proceeding, or (b) a party to any civil proceeding of a judicial or             
administrative body of competent jurisdiction as a result of which it or he has 
been 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.            

SIPL

            The identity and background of the officers and directors of SIPL is
set forth below.                                                                

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 QIP AND QSP

         Each of QIP and QSP is a Cayman Islands exempted limited duration
company with its principal address at Kaya Flamboyan 9, Willemstad, Curacao,    
Netherlands Antilles. The principal business of QIP and QSP is investing in     
securities. Current information concerning the identity and background of the   
directors and officers of QIP and QSP is set forth below.                       

            QIH Management Investor, L.P. ("QIHMI"), an investment advisory firm
organized as a Delaware limited partnership, is a minority shareholder of, and  
(pursuant to constituent documents of each of QIP and QSP) is vested with       
investment discretion with respect to the portfolio assets held for the account 
of, QIP and QSP. The principal business of QIHMI is to provide management and   
advisory services to, and to invest in, QIP and QSP. QIH Management Inc. ("QIH  
Management"), a Delaware corporation of which Mr. George Soros is the sole      
shareholder, is the sole general partner of QIHMI. The principal business of QIH
Management is to serve as the sole general partner of QIHMI. QIHMI and QIH      
Management have their principal offices at 888 Seventh Avenue, 33rd Floor, New  
York, New York 10106. QIHMI, by reason of its investment discretion over the    
securities owned by QIP and QSP the QIH Management, as the sole general partner 
of QIHMI, may each be deemed the beneficial owner of the Shares held for the    
account of QIP and QSP for purposes of Section 13(d) of the Securities Exchange 
Act of 1934, as amended.                                                        

           Mr. Soros has entered into an agreement dated as of January 1, 1997
with Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company
of which Mr. Soros is Chairman, pursuant to which Mr. Soros has, among other    
things, agreed to use his best efforts to cause QIH Management, as the general  
partner of QIHMI, to act at the direction of SFM LLC, which agreement to so act 
shall terminate upon the earlier of (a) the assignment of SFM LLC of the legal  
and beneficial ownership interest in QIH Management and (b) the assignment of   
SFM LLC of the general partnership interest in QIHMI.                           

         The business of SFM LLC is managed through a management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Stanley Druckenmiller  
and Mr. Gary Gladstein. SFM LLC, a Delaware limited liability company, has its  
principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106.   
Its principal business is to serve, pursuant to contract, as the principal      
investment manager to several foreign investment companies (the "SFM Clients"). 
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment     
decisions of SFM                                                                

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LLC and as such m ay be deemed to have investment discretion over the securities
held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio  
Manager of SFM LLC, has the ability to direct the investment decisions of SFM   
LLC and as such may be deemed to have investment discretion over the securities 
held for the accounts of the SFM Clients. Set forth below is a list of the      
Managing Directors (the executive officers) of SFM LLC.                         

         The principal occupation of Mr. Soros, a United States citizen is
his direction of the activities of SFM LLC, which is carried out in his capacity
as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation  
of Mr. Druckenmiller is his position as Lead Portfolio Manager and Managing     
Director of SFM LLC, which is carried out at SFM LLC's principal office.        

            SFM LLC acts as principal investment manager to Quasar International
Partners C.V. ("Quasar Partners"), a Netherlands Antilles limited partnership,  
which is one of the SFM Clients and which is the principal shareholder of QSP.  
Pursuant to its contract with Quasar Partners, SFM LLC has granted investment   
discretion over certain assets of Quasar Partners to Discovery Management, L.P. 
("Discovery"). In connection therewith, 165,600 Shares have been purchased for  
the account of Quantum Partners by Discovery. None of SFM LLC, Mr. Soros and Mr.
Druckenmiller currently exercises voting or dispositive power over such Shares. 

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 DIRECTORS AND OFFICERS OF QSP

NAME/TITLE                   PRINCIPAL               BUSINESS ADDRESS     
CITIZENSHIP                 OCCUPATION                 (OR RESIDENCE      
-----------                 ----------                 -------------      

Curacao Corporation         Managing Director           Kaya Flamboyan 9        
Company N.V.                of Netherlands              Willemstad              
Managing Director         Antilles                    Curacao,              
(Netherlands              corporations                Netherlands           
Antilles)                                               Antilles                

Inter Caribbean             Administrative              Citco Building          
Services Limited            services                    Wickhams Cay            
Secretary                                             Road Town             
(British Virgin                                       Tortola               
Island)                                               British Virgin        
                                       Islands

To the best of SIPL's knowledge:                                                

(a)   None of the above persons holds any Shares.                               
(b)   None of the above persons has any contracts, arrangements,                
understandings of relationships with respect to the Shares.         

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 MANAGING DIRECTORS OF SFM LLC

         The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Director of SFM LLC:                       

Scott K.H. Bessent                          
Walter Burlock                              
Brian J. Corvese                            
Jeffrey L. Feinberg                         
Arminio Fraga                               
David Gerstenhaber                          
Gary Gladstein                              
Ron Hiram                                   
Robert K. Jermain                           
David N. Kowitz                             
Alexander C. McAree                         
Paul McNulty                                
Gabriel S. Nechamkin                        
Steven Okin                                 
Dale Precoda                                
Lief D. Rosenblatt                          
Mark D. Sonnino                             
Filiberto H. Verticelli                     
Sean C. Warren                              
John Zwaanftra                              

Each of the above-listed persons is a United States citizen whose principal     
occupation is serving as Managing Director of SFM LLC, and each has a business  
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.                                                                 

To the best of SIPL's knowledge:                                                

(a)   None of the above persons holds any Shares.                               
(b)   None of the above persons has any contracts, arrangements,                
understandings or relationships with respect to the Shares.         

14    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		5/27/98		3					DEF 14A,  PRE 14A
Filed on:		12/24/97		6					PREN14A
		12/23/97		8
		11/6/97		4
		9/30/97		4					10-Q
		4/2/97		3
		1/1/97		11
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