Kirk Randal J, et al. – ‘SC 13D/A’ on 5/2/03 re: Clinical Data Inc

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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 Schedule 13D                             11     50K 
 2: EX-2.1      Landmark Merger Agreement                             61    269K 
 3: EX-2.2      Gpsi Merger Agreement                                 65    285K 
 4: EX-4.1      Certificate of Designations of Preferred Stock        16     58K 
 5: EX-99.1     Joint Filing Agreement                                 1      7K 

SC 13D/A   —   Amendment to Schedule 13D
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
(Amendment No. 11)

NOVITRON INTERNATIONAL, INC.
(Name of Issuer)

COMMON STOCK, $.01 par value per share
(Title of Class of Securities)

 670088103
(CUSIP Number)

 Third Security, LLC
The Governor Tyler
1902 Downey Street
 Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
 Telephone No.: 540-633-7971
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

Copy to:
John Owen Gwathmey, Esq.
 Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219

April 29, 2003
 (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 Rules 13d-1(e), (f) or (g),
check the following box [ ].

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-------------------                                           ------------------
CUSIP NO. 670088103                   13D                     Page 2 of 11 Pages
-------------------                                           ------------------

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------
                                                                                      
1    NAME OF REPORTING PERSONS                                                        
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                      
     Randal J. Kirk                                                                   
--------------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                        (a)   [ ]
                                                                             (b)   [X]
--------------------------------------------------------------------------------------
3    SEC USE ONLY                                                                     

--------------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                                  
     PF                                                                               
--------------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                      [ ]
     PURSUANT TO ITEM 2(d) or 2(e)                                                    
--------------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                             
     United States                                                                    
--------------------------------------------------------------------------------------
                    7   SOLE VOTING POWER                                             
    NUMBER OF           433,141                                                       
     SHARES         ------------------------------------------------------------------
  BENEFICIALLY      8   SHARED VOTING POWER                                           
    OWNED BY            302,836                                                       
  EACH REPORTING    ------------------------------------------------------------------
   PERSON WITH      9   SOLE DISPOSITIVE POWER                                        
                        433,141                                                       
                    ------------------------------------------------------------------
                    10  SHARED DISPOSITIVE POWER                                      
                        302,836                                                       
--------------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     
     735,977                                                                          
--------------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                           
     CERTAIN SHARES                                                                [ ]
--------------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                               
     39.7%                                                                            
--------------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                         
     IN                                                                               
--------------------------------------------------------------------------------------

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-------------------                                           ------------------
CUSIP NO. 670088103                   13D                     Page 3 of 11 Pages
-------------------                                           ------------------

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------
                                                                                      
1    NAME OF REPORTING PERSONS                                                        
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                      
     RJK, L.L.C.                   I.R.S. Identification No.: 54-1816015              
--------------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e)                                                    
--------------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                             
     Virginia                                                                         
--------------------------------------------------------------------------------------
                    7   SOLE VOTING POWER                                             
    NUMBER OF           0                                                             
     SHARES         ------------------------------------------------------------------
  BENEFICIALLY      8   SHARED VOTING POWER                                           
    OWNED BY            99,033                                                        
  EACH REPORTING    ------------------------------------------------------------------
   PERSON WITH      9   SOLE DISPOSITIVE POWER                                        
                        0                                                             
                    ------------------------------------------------------------------
                    10  SHARED DISPOSITIVE POWER                                      
                        99,033                                                        
--------------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     
     99,033                                                                           
--------------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                           
     CERTAIN SHARES                                                                [ ]
--------------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                               
     5.3%                                                                             
--------------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                         
     OO - limited liability company                                                   
--------------------------------------------------------------------------------------

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-------------------                                           ------------------
CUSIP NO. 670088103                   13D                     Page 4 of 11 Pages
-------------------                                           ------------------

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------
                                                                                      
1    NAME OF REPORTING PERSONS                                                        
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                      
     New River Management II, LP   I.R.S. Identification No.: 65-1166473              
--------------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e)                                                    
--------------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                             
     Virginia                                                                         
--------------------------------------------------------------------------------------

                    7   SOLE VOTING POWER                                             
    NUMBER OF           0                                                             
     SHARES         ------------------------------------------------------------------
  BENEFICIALLY      8   SHARED VOTING POWER                                           
    OWNED BY            138,342                                                       
  EACH REPORTING    ------------------------------------------------------------------
   PERSON WITH      9   SOLE DISPOSITIVE POWER                                        
                        0                                                             
                    ------------------------------------------------------------------
                    10  SHARED DISPOSITIVE POWER                                      
                        138,342                                                       
--------------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     
     138,342                                                                          
--------------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                           
     CERTAIN SHARES                                                                [ ]
--------------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                               
     7.5%                                                                             
--------------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                         
     OO - limited partnership                                                         
--------------------------------------------------------------------------------------

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This Amendment No. 11 (the "Amendment") amends and supplements the    
Statement on Schedule 13D, dated November 26, 1999 and filed on December 6,     
1999, as amended by Amendment No. 1 dated March 10, 2000 and filed on March 15, 
2000, Amendment No. 2 dated June 8, 2000 and filed on June 9, 2000, Amendment   
No. 3 dated December 31, 2000 and filed on January 8, 2001, Amendment No. 4     
dated February 7, 2001 and filed on March 1, 2001, Amendment No. 5 dated June 6,
2001 and filed on June 8, 2001, Amendment No. 6 dated June 25, 2001 and filed on
June 26, 2001, Amendment No. 7 dated September 6, 2001 and filed on September 7,
2001, Amendment No. 8 dated October 23, 2001 and filed on October 26, 2001,     
Amendment No. 9 dated October 26, 2001 and filed on October 30, 2001 and        
Amendment No. 10 dated August 21, 2002 and filed on August 21, 2002 (the        
"Original Schedule 13D"), relating to the Common Stock, par value $.01 per share
(the "Common Stock"), of Novitron International, Inc., a Delaware corporation   
(the "Issuer"). Mr. Randal J. Kirk ("Mr. Kirk"), RJK, L.L.C., a Virginia limited
liability company that is controlled by Mr. Kirk ("RJK") and New River          
Management II, LP, a Virginia limited partnership that is controlled by Mr. Kirk
("New River" and, together with Mr. Kirk and RJK, the "Reporting Persons"), are 
filing this Amendment to update the information in the Original Schedule 13D    
with respect to the beneficial ownership of the Common Stock by the Reporting   
Persons. As described in this Amendment, some of the Common Stock that is       
beneficially owned by Mr. Kirk is directly beneficially owned by one of the     
following entities, each of which is controlled by Mr. Kirk: Kirkfield, L.L.C., 
a Virginia limited liability company ("Kirkfield"), and Zhong Mei, L.L.C., a    
Virginia limited liability company ("Zhong Mei").                               

Item 2. Identity and Background.                                      

  Items 2(a)-(c) of the Original Schedule 13D are amended to read in their
entirety as follows:                                                            

"This statement is being filed on behalf of Mr. Randal J. Kirk ("Mr.  
Kirk"), RJK, L.L.C., a Virginia limited liability company that is controlled by 
Mr. Kirk ("RJK"), and New River Management II, LP, a Virginia limited           
partnership ("New River" and, together with Mr. Kirk and RJK, the "Reporting    
Persons").                                                                      

   The principal occupation/employment of Mr. Kirk is investor. The business
address of Mr. Kirk is c/o Third Security, LLC, The Governor Tyler, 1902 Downey 
Street, Radford, Virginia 24141.                                                

     The principal business of RJK is investment. The address of RJK's principal
business and office is The Governor Tyler, 1902 Downey Street, Radford, Virginia
24141. Mr. Kirk is the sole manager of RJK.                                     

    The principal business of New River is investment holdings. The address of
New River's principal business and office is The Governor Tyler, 1902 Downey    
Street, Radford, Virginia 24141. The general partner of New River is Third      
Security Capital Partners, LLC, a Virginia limited liability company. Mr. Kirk  
is the manager and sole member of Third Security, LLC, a Virginia limited       
liability company that is the managing member of Third Security Capital         
Partners, LLC."                                                                 

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Item 4. Purpose of Transaction.                                       

   Item 4 of the Original Schedule 13D is hereby amended and supplemented as
follows:                                                                        

  "On April 29, 2003, the Issuer, Landmark Scientific, Inc., a corporation
controlled by Mr. Kirk ("Landmark"), and Spectran Holdings, Inc., a wholly owned
subsidiary of the Issuer ("Spectran"), executed an Amended and Restated         
Agreement and Plan of Merger (the "Landmark Merger Agreement"), pursuant to     
which the Issuer acquired Landmark by means of a merger (the "Landmark Merger") 
of Landmark with and into Spectran. The Landmark Merger was consummated on April
29, 2003. The Landmark Merger Agreement, a copy of which is filed herewith as   
Exhibit 2.1 and is incorporated herein by reference, amended and restated the   
Agreement and Plan of Merger, dated as of August 21, 2002, in its entirety.     

     Also on April 29, 2003, the Issuer, Group Practice Services Incorporated, a
corporation controlled by Mr. Kirk ("GPSI"), and Clinical Data Inc., a wholly   
owned subsidiary of the Issuer ("Clinical Data"), executed an Agreement and Plan
of Merger (the "GPSI Merger Agreement") pursuant to which the Issuer acquired   
GPSI by means of a merger (the "GPSI Merger") of GPSI with and into Clinical    
Data. The GPSI Merger was consummated on April 29, 2003. The GPSI Merger        
Agreement is filed herewith as Exhibit 2.2 and is incorporated herein by        
reference.                                                                      

     The following summary of certain terms of the Landmark Merger Agreement and
the GPSI Merger Agreement is qualified in its entirety by reference to the      
Landmark Merger Agreement and the GPSI Merger Agreement, respectively.          

Pursuant to the terms of the Landmark Merger Agreement, each holder of
Landmark common stock received 2.5 shares of Series A Nonvoting Convertible     
Preferred Stock, par value $0.01 per share, of the Issuer ("Preferred Stock")   
for each share of Landmark common stock held by such holder. Pursuant to the    
terms of the GPSI Merger Agreement, each holder of common stock and preferred   
stock of GPSI received 2.42691 shares of Preferred Stock for each share of GPSI 
common stock and preferred stock held by such holder. Assuming that no Landmark 
stockholder or GPSI stockholder exercises appraisal rights, a total of 25,000   
shares of Preferred Stock will be issued to Landmark stockholders as a result of
the Landmark Merger and a total of 222,250 shares of Preferred Stock will be    
issued to GPSI stockholders as a result of the GPSI Merger. The Certificate of  
Designations of the Preferred Stock is filed herewith as Exhibit 4.1 and is     
incorporated herein by reference.                                               

   Each share of Preferred Stock of the Issuer is convertible, at the option
of the holder of such share, into 10 shares of Common Stock of the Issuer at any
time (i) after the date (the "Stockholder Approval Date") upon which the holders
of the outstanding shares of capital stock of the Issuer who are entitled to    
vote, at a special or annual meeting of stockholders of the Issuer, approve the 
issuance of the shares of Common Stock issuable upon conversion of the          
outstanding shares of Preferred Stock (the "Stockholder Approval") and (ii)     
before the earlier to occur of (A) the liquidation, dissolution or winding up   
the Issuer or a change in control of the Issuer and (B) the date upon which the 
Securities and Exchange Commission declares effective a registration statement  
on Form S-3 or another applicable form filed by the Issuer to register for      
resale the shares of Common Stock issuable upon conversion of the outstanding   
shares of                                                                       

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Preferred Stock (the "Registration Effective Date"). Each share of Preferred    
Stock will automatically convert into 10 shares of Common Stock of the Issuer   
upon the later to occur of (x) the Stockholder Approval Date and (y) the        
Registration Effectiveness Date.                                                

   As a result of the Landmark Merger and the GPSI Merger, each of Mr. Kirk,
Kirkfield, RJK, Zhong Mei, New River and Third Security Staff 2001 LLC, a       
Virginia limited liability company controlled by Mr. Kirk ("Staff LLC"),        
received the following number of shares of Preferred Stock:                     

Shares Acquired in   Shares Acquired in   Total Shares  
Owner       Landmark Merger        GPSI Merger        Acquired              
------------------------------------------------------------------              
Mr. Kirk          10,749                50,756           61,505                 
Kirkfield          2,237                35,479           37,716                 
RJK                4,483                43,602           48,085                 
Zhong Mei            417                 1,971            2,388                 
New River             --                41,682           41,682                 
Staff LLC            744                10,545           11,289                 
------------------------------------------------------------------              
Totals          18,630               184,035          202,665               

  If the Stockholder Approval is obtained, then Mr. Kirk will beneficially
own, on an as-converted basis, approximately 2,762,627 shares of Common Stock,  
representing approximately 71.2% of the approximately 3,881,198 shares of Common
Stock that would be issued and outstanding (assuming that all shares of         
Preferred Stock owned by Mr. Kirk, Kirkfield, RJK, Zhong Mei, New River and     
Staff LLC are converted into Common Stock but that no other shares of Preferred 
Stock are converted into Common Stock). If all of the shares of Preferred Stock 
are converted, then Mr. Kirk will beneficially own, on an as-converted basis,   
2,762,627 shares of Common Stock, representing approximately 63.8% of the       
approximately 4,327,048 shares of Common Stock that would be issued and         
outstanding.                                                                    

Item 5. Interest in Securities of the Issuer.                         

  Item 5(a) of the Original Schedule 13D is hereby amended and restated to
read in its entirety as follows:                                                

 "The aggregate number and percentage of shares of Common Stock to which
this statement relates is 735,977 shares, representing 39.7% of the 1,854,548   
shares outstanding as of January 31, 2003, as disclosed by the Issuer on        
February 11, 2003 in the Issuer's Quarterly Report on Form 10-QSB for the       
quarter ended December 31, 2002 (the most recent available filing by the Issuer 
with the Securities and Exchange Commission). Mr. Kirk directly beneficially    
owns 433,141 of the shares to which this statement relates. The remaining       
302,836 shares of Common Stock to which this statement relates are directly     
beneficially owned as follows:                                                  

Owner        Shares                                                             
-----        ------                                                             
Kirkfield    56,250                                                             
RJK          99,033                                                             
Zhong Mei     9,211                                                             
New River   138,342                                                             

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Mr. Kirk could be deemed to have indirect beneficial ownership of the 
shares directly beneficially owned by Kirkfield, RJK, Zhong Mei and New River." 

 Item 5(b) of the Original Schedule 13D is hereby amended to read in its
entirety as follows:                                                            

    "Mr. Kirk has the sole power to vote or direct the vote and the sole power
to dispose or to direct the disposition of the shares of Common Stock reported  
as directly beneficially owned by him in Item 5(a) hereof. Mr. Kirk has,        
together with the respective direct beneficial owner, the shared power to vote  
or direct the vote and the shared power to dispose or to direct the disposition 
of shares of Common Stock reported as directly beneficially owned by each of    
Kirkfield, RJK, Zhong Mei and New River in Item 5(a) hereof."                   

   Item 5(c) of the Original Schedule 13D is hereby amended and supplemented
as follows:                                                                     

  "The following table lists all transactions in shares of Common Stock by
the Reporting Persons that were effected during the period from August 21, 2002,
the date on which Amendment No. 10 to this statement was originally filed with  
the Securities and Exchange Commission, through May 2, 2003.                    

          Shares Purchased   Average Price
Owner               Date          (Sold)          Per Share                     
-------------------------------------------------------------                   

Mr. Kirk           9/10/02        105,867            (1)                        
Kirkfield          9/10/02         14,057            (1)                        
RJK                9/10/02         24,950            (1)                        
Zhong Mei          9/10/02          2,320            (1)                        
Mr. Kirk           3/17/03        (96,195)           (2)                        
Kirkfield          3/17/03        (14,037)           (2)                        
RJK                3/17/03        (25,718)           (2)                        
Zhong Mei          3/17/03         (2,392)           (2)                        
New River          3/17/03        138,342            (2)                        

(1)  Represents shares acquired from the Issuer pursuant to a 25% stock dividend
  paid on September 10, 2002 to stockholders of record on August 26, 2002.

(2)  Represents shares transferred by Mr. Kirk, Kirkfield, RJK and Zhong Mei to 
New River on March 17, 2003."                                         

Item 7. Material to be Filed as Exhibits.                             

   The following documents are being filed as exhibits to this Amendment and
are incorporated herein by reference:                                           

   Exhibit 2.1*  Amended and Restated Agreement and Plan of Merger, dated as
                   of April 29, 2003, by and among Novitron International, Inc.,
           Spectran Holdings, Inc. and Landmark Scientific, Inc.

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     Exhibit 2.2*   Agreement and Plan of Merger, dated as of April 29, 2003, by
              and among Novitron International, Inc., Group Practice
    Services Incorporated and Clinical Data Inc.

Exhibit 4.1    Certificate of Designations of Series A Nonvoting      
                  Convertible Preferred Stock, Par Value $0.01 Per Share, of
Novitron International, Inc.            

Exhibit 99.1   Joint Filing Agreement, dated as of May 2, 2003, by and
                  among Randal J. Kirk, RJK, L.L.C. and New River Management
II, LP.                                 

*  The schedules and exhibits referenced in this agreement have been  
omitted in accordance with Item 601(b)(2) of Regulation S-K. The
        Reporting Persons will furnish supplementally a copy of any such omitted
  schedule or exhibit to the Securities and Exchange Commission upon
request.                                                        

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 SIGNATURE

     After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,   
complete and correct.                                                           

Date: May 2, 2002                /s/ Randal J. Kirk                             
                                 -----------------------------------------------
Randal J. Kirk

Date: May 2, 2002                RJK, L.L.C.                                    

        By: /s/ Randal J. Kirk
                                     -------------------------------------------
        Randal J. Kirk
 Manager

Date: May 2, 2002                NEW RIVER MANAGEMENT II, LP                    

                               By: Third Security Capital Partners, LLC, its
         general partner

                              By: Third Security, LLC, its managing member

        By: /s/ Randal J. Kirk
                                     -------------------------------------------
        Randal J. Kirk
     Sole Member

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 EXHIBIT INDEX

Exhibit Number   Exhibit                                                        
--------------   -------                                                        

Exhibit 2.1*     Amended and Restated Agreement and Plan of Merger, dated as of 
            April 29, 2003, by and among Novitron International, Inc.,
       Spectran Holdings, Inc. and Landmark Scientific, Inc.

Exhibit 2.2*     Agreement and Plan of Merger, dated as of April 29, 2003, by   
                 and among Novitron International, Inc., Group Practice Services
Incorporated and Clinical Data Inc.           

Exhibit 4.1      Certificate of Designations of Series A Nonvoting              
            Convertible Preferred Stock, Par Value $0.01 Per Share, of
Novitron International, Inc.                  

Exhibit 99.1     Joint Filing Agreement, dated as of May 2, 2003, by and among  
              Randal J. Kirk, RJK, L.L.C. and New River Management II, LP.

*  The schedules and exhibits referenced in this agreement have been  
omitted in accordance with Item 601(b)(2) of Regulation S-K. The
        Reporting Persons will furnish supplementally a copy of any such omitted
  schedule or exhibit to the Securities and Exchange Commission upon
request.                                                        

Page 11 of 11 Pages 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/2/03		8		11
		4/29/03		1		11			4,  8-K,  8-K/A
		3/17/03		8
		2/11/03		7					10QSB
		1/31/03		7
		12/31/02		7					10QSB
		9/10/02		8
		8/26/02		8
		8/21/02		5		8			8-K,  SC 13D/A
		5/2/02		10
		10/30/01		5					SC 13D/A
		10/26/01		5					SC 13D/A
		10/23/01		5
		9/7/01		5					SC 13D/A
		9/6/01		5
		6/26/01		5					SC 13D/A
		6/25/01		5					10KSB
		6/8/01		5					4,  SC 13D/A
		6/6/01		5
		3/1/01		5					4,  SC 13D/A
		2/7/01		5					4,  SC 13D/A
		1/8/01		5					4,  SC 13D/A
		12/31/00		5					10QSB
		6/9/00		5					4,  5,  SC 13D/A
		6/8/00		5
		3/15/00		5					SC 13D/A
		3/10/00		5					4
		12/6/99		5					3,  SC 13D
		11/26/99		5					3
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