Usv Partners LLC, et al. – ‘SC 13D/A’ on 1/22/01 re: US Technologies 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    U.S. Technologies, Inc.                               11     45K 
 2: EX-99.A     Waiver Agreement                                       2     10K 
 3: EX-99.B     Voting Agreement                                       8     28K 

SC 13D/A   —   U.S. Technologies, Inc.
Document Table of Contents

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

SCHEDULE 13D/A
 Under the Securities Exchange Act of 1934
 (Amendment No.6)*

U.S. TECHNOLOGIES INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

 91272D309
(CUSIP Number)

 STEPHEN A. BOUCHARD, ESQ.
FLEISCHMAN AND WALSH, L.L.P.
 1400 SIXTEENTH STREET, N.W.
WASHINGTON, D.C. 20036
(202) 939-7911
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

August 11, 2000, September 20, 2000,
November 14, 2000 and December 26, 2000 
 (Date of Event which Requires Filing of this Statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is     
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].                                                                            

       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.                                                                 

       *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 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.)                                                                         

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1.       Name of Reporting Person                                               
S.S. or I.R.S. Identification No. of Above Person             

USV PARTNERS, LLC                                             
--------------------------------------------------------------------------------
2.       Check the Appropriate Box If A Member Of A Group*              (a) [X] 
                                                                       (b) [ ]
--------------------------------------------------------------------------------
3.       SEC Use Only                                                           
--------------------------------------------------------------------------------

4.       Source of Funds                                                        

OO                                                            
--------------------------------------------------------------------------------
5.       Check If Disclosure Of Legal Proceedings                               
        Is Required Pursuant to Items 2(d) or 2(e).                        [ ]
--------------------------------------------------------------------------------
6.       Citizenship Or Place Of Organization                                   

Delaware                                                      
--------------------------------------------------------------------------------
7.    Sole Voting Power               
0                         
Number of            -----------------------------------------------------------
Shares               8.    Shared Voting Power                                  
Bene-                      53,553,319                                           
ficially             -----------------------------------------------------------
Owned                9.     Sole Dispositive Power                              
by Each                     53,553,319                                          
Reporting            -----------------------------------------------------------
Person With:         10.    Shared Dispositive Power                            
0                       
--------------------------------------------------------------------------------
11.      Aggregate Amount Beneficially Owned By Each                            
Reporting Person                                              

53,553,319                                                    
--------------------------------------------------------------------------------
12.      Check Box If The Aggregate Amount In Row (11)                          
        Excludes Certain Shares                                            [ ]
--------------------------------------------------------------------------------
13.      Percent Of Class Represented By Amount In Row (11)                     
37.96%                                                        
--------------------------------------------------------------------------------
14.      Type Of Reporting Person                                               
OO (limited liability company)                                
--------------------------------------------------------------------------------

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1.       Name of Reporting Person                                               
S.S. or I.R.S. Identification No. of Above Person             

C. Gregory Earls                                              
--------------------------------------------------------------------------------
2.       Check the Appropriate Box If A Member Of A Group*              (a) [X] 
                                                                       (b) [ ]
--------------------------------------------------------------------------------
3.       SEC Use Only                                                           
--------------------------------------------------------------------------------
4.       Source of Funds                                                        

OO                                                            
--------------------------------------------------------------------------------
5.       Check If Disclosure Of Legal Proceedings                               
        Is Required Pursuant to Items 2(d) or 2(e).                        [ ]
--------------------------------------------------------------------------------
6.       Citizenship Or Place Of Organization                                   

U.S.                                                          
--------------------------------------------------------------------------------
7.    Sole Voting Power               
0                         
Number of            -----------------------------------------------------------
Shares               8.    Shared Voting Power                                  
Bene-                      67,322,396                                           
ficially             -----------------------------------------------------------
Owned                9.    Sole Dispositive Power                               
by Each                    57,888,991                                           
Reporting            -----------------------------------------------------------
Person With:         10.   Shared Dispositive Power                             
0                         
--------------------------------------------------------------------------------
11.      Aggregate Amount Beneficially Owned By Each                            
Reporting Person                                              

67,322,396                                                    
--------------------------------------------------------------------------------
12.      Check Box If The Aggregate Amount In Row (11)                          
        Excludes Certain Shares                                            [ ]
--------------------------------------------------------------------------------
13.      Percent Of Class Represented By Amount In Row (11)                     

47.24%                                                        
--------------------------------------------------------------------------------
14.      Type Of Reporting Person                                               

IN                                                            
--------------------------------------------------------------------------------

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        The statement on Schedule 13D filed on November 23,1998, as amended by
Amendment No. 1 filed on February 22, 1999, Amendment No. 2 filed on April 12,  
1999, Amendment No. 3 filed on May 21, 1999, Amendment No. 4 filed on February  
2, 2000 and Amendment No. 5 filed on May 11, 2000 (collectively, the "Schedule  
13D") on behalf of USV Partners, LLC, a Delaware limited liability company      
("USV"), and C. Gregory Earls ("Mr. Earls") is hereby amended.                  

Item 3.  Source and Amount of Funds or Other Considerations                     

   Item 3 of Schedule 13D is hereby amended by adding the following:

   On September 20, 2000, Mr. Earls used private funds to effect the
purchase of 29,160 shares of Series A Convertible Preferred Stock, par value    
$0.02 ("Series A Preferred"), of U.S. Technologies Inc. (the "Issuer") from     
another investor of USV who had received the shares of Series A Preferred upon  
withdrawing his investment interest in USV.                                     

       On December 26, 2000, Equitable Production Funding, Inc. used private
funds to effect the purchase of 215,175 shares of Common Stock on the open      
market (see Item 5).                                                            

Item 5.  Interest in Securities of the Issuer                                   

     Item 5 of Schedule 13D is hereby amended by deleting the portion of
Item 5 that was added by Amendment No. 5 and replacing it with the following:   

       (a), (b), (c) USV directly owns 6,366,660 shares of common stock, par
value $0.02 ("Common Stock"), of the Issuer. As previously reported in Amendment
No. 3, on May 11, 1999, USV entered into an agreement to purchase warrants to   
buy 500,000 shares of Common Stock ("Warrants"). Promptly after the Warrants    
were issued to USV, USV transferred the Warrants to the Earls Family Limited    
Partnership. Also, as previously reported in Amendment No. 3, on May 11, 1999,  
USV entered into an agreement to purchase 500,000 shares of Series A Preferred. 
On April 12, 2000, USV purchased from the Issuer an additional 125,000 shares of
Series A Preferred in a private placement transaction for $1,250,000. Each share
of Series A Preferred is convertible into the number of shares of Common Stock  
equal to $10 divided by $0.122. On April 12, 2000, USV also purchased 2,120     
shares of Series C Mandatorily Convertible Preferred Stock, par value $0.02     
("Series C Preferred"), of the Issuer for $2,120,000. Each share of Series C    
Preferred is convertible into the number of shares of Common Stock equal to     
$1000 divided by $1.45. Mr. Earls is the sole member of the manager of USV and  
the President of the General Partner of the Earls Family Limited Partnership.   

       Except as explained below with respect to the Charter Amendment, each
holder of Series A Preferred is entitled to vote                                

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such shares as if such shares were converted to Common Stock on all matters that
require a vote of the holders of the Issuer's voting capital stock, presently   
comprised of the Issuer's Common Stock, Series A Preferred, the Issuer's Series 
B Mandatorily Convertible Preferred Stock, $0.02 par value ("Series B           
Preferred"), the Series C Preferred and the Issuer's Series D Mandatorily       
Convertible Preferred Stock, $0.02 par value ("Series D Preferred"). See "Item  
6. Contracts, Arrangements, Understandings or Relationships with Respect to     
Securities of the Issuer."                                                      

       Initially, USV was the holder of all issued and outstanding shares of
Series A Preferred; however, on each of August 11, 2000, September 20, 2000 and 
November 14, 2000, USV distributed 31,500, 29,160 and 6,500 shares,             
respectively, of the Series A Preferred (convertible into a total of 5,504,916  
shares of Common Stock) to several of its investors who withdrew their          
investment interests in USV.                                                    

   Under the Certificate of Designations, Rights and Preferences, as
amended, setting forth the rights and preferences of the Series A Preferred, USV
has the right to convert its shares of Series A Preferred to Common Stock at any
time prior to January 12, 2004. Upon the conversion of USV's shares of Series A 
Preferred, USV would be entitled to receive 45,724,590 shares of Common Stock.  
However, USV and the Issuer entered into a letter agreement, dated March 1, 2000
(the "Waiver Agreement"), whereby USV waived its right to convert its shares of 
Series A Preferred until the effectiveness of an appropriate amendment to the   
Issuer's Restated Certificate of Incorporation increasing the number of shares  
of Common Stock that the Issuer is authorized to issue to an amount sufficient  
for all of the Issuer's outstanding convertible securities, warrants and options
to be converted or exercised (the "Charter Amendment"). (The Waiver Agreement   
was previously filed with the Securities and Exchange Commission as Exhibit 4.6 
to the Issuer's Report on Form 10-K for the year ended December 31, 1999.) USV  
presently intends to convert its Series A Preferred shares to Common Stock once 
the Charter Amendment is effective.                                             

     The terms of the Series B Preferred, the Series C Preferred and the
Series D Preferred do not permit the holders thereof to vote on the Charter     
Amendment, but otherwise permit them to vote as if the Series B Preferred,      
Series C Preferred and the Series D Preferred already were converted to Common  
Stock, as previously indicated above. Accordingly, the Charter Amendment will be
presented for approval to the holders of outstanding shares of Common Stock and 
Series A Preferred, voting together as a single class. See "Item 6. Contracts,  
Arrangements, Understandings or Relationships with Respect to Securities of the 
Issuer."                                                                        

      In connection with the Issuer's acquisition of E2Enet, Inc. ("E2E"),
USV, on behalf of the holders of Series B Preferred (who                        

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were the stockholders of E2E before the acquisition), granted Mr. Earls an      
irrevocable proxy to vote the 6,366,660 shares of Common Stock and the Series A 
Preferred owned by USV in favor of the Charter Amendment. Accordingly, USV, for 
the benefit of the holders of the Series B Preferred, shares voting power with  
respect to the Charter Amendment with Mr. Earls for the 6,366,660 shares of     
Common Stock and 45,724,590 shares of the Series A Preferred owned directly by  
USV. See "Item 6. Contracts, Arrangements, Understandings or Relationships with 
Respect to Securities of the Issuer."                                           

     USV's voting power, through its ownership of Common Stock, Series A
Preferred and Series C Preferred and its commitment to vote for the Charter     
Amendment as described above, assures that the Charter Amendment will be        
approved when presented for stockholder approval. Although it is not presently  
expected that the Charter Amendment will become effective within sixty days of  
the date hereof, Mr. Earls, in his capacity as Co-Chairman and Co-Chief         
Executive Officer of the Issuer, is likely to be in a position at least to      
influence and certainly to know when the Charter Amendment will be presented to 
stockholders and, thereafter, become effective. Accordingly, despite the Waiver 
Agreement, USV and Mr. Earls have assumed, for purposes of this Schedule 13D,   
that all shares of Series A Preferred, Series B Preferred, Series C Preferred   
and Series D Preferred will be converted to Common Stock within sixty days of   
the date hereof.                                                                

         On September 27, 2000, the Issuer entered into an Agreement and Plan of
Merger (the "Merger Agreement") with On-Site Sourcing, Inc. ("On-Site"), a      
Delaware corporation, and USXX Acquisition Corporation ("Merger Sub"), a        
Delaware Corporation and wholly-owned subsidiary of the Issuer. As contemplated 
by the Merger Agreement, On-Site is to merge with and into Merger Sub with      
Merger Sub surviving the Merger and being renamed "On- Site Sourcing, Inc." (the
"Merger"). In connection therewith, Mr. Earls entered into a Voting Agreement,  
dated September 27, 2000 (the "Voting Agreement"), pursuant to which he granted 
an irrevocable proxy to On-Site to vote shares beneficially owned by him in     
favor of the Merger. By virtue of his position as the sole member of the manager
of USV, Mr. Earls indirectly beneficially owns all shares of the Issuer owned by
USV. Accordingly, USV shares voting power over 6,366,660 shares of Common Stock,
557,840 shares of the Series A Preferred (convertible into 45,724,590 shares of 
Common Stock) and 2,120 shares of the Series C Preferred (convertible into      
1,462,069 shares of Common Stock). See "Item 6. Contracts, Arrangements,        
Understandings or Relationships with Respect to Securities of the Issuer."      

        If all of its shares of Series A Preferred and Series C Preferred were
converted, USV would directly own and have the sole power to dispose of         
53,553,319 shares of Common Stock (47,186,659 shares that it would receive upon 
conversion of its                                                               

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Series A Preferred and Series C Preferred shares, plus the 6,366,660 shares of  
Common Stock it now owns directly). Accordingly, USV beneficially owns          
53,553,319 shares of Common Stock, which constitutes 37.96% of the 141,076,673  
shares of Common Stock that would be outstanding if all of the shares of Series 
A Preferred, Series B Preferred, Series C Preferred and Series D Preferred were 
converted to Common Stock. Specifically, these 141,076,673 shares consist of the
following:                                                                      

       -        29,133,286 shares of Common Stock reported as outstanding on
          the Issuer's report on Form 10-Q for the quarter ended
September 30, 2000;                         

    -        51,229,508 shares of Common Stock that the holders of the
                 Series A Preferred will receive upon the conversion of all of
the shares of Series A Preferred;           

    -        56,000,000 shares of Common Stock that the holders of the
        Series B Preferred will receive upon their mandatory
conversion as described below; and          

   -        3,161,379 shares of Common Stock that the holders of the
        Series C Preferred will receive upon their mandatory
conversion as described below.              

   -        1,552,500 shares of Common Stock that the holders of the
        Series D Preferred will receive upon their mandatory
conversion as described below.              

         By virtue of his position as the sole member of the manager of USV, the
power of USV to vote and dispose of the shares of Common Stock it directly owns 
and would directly own upon the conversion of the shares of Series A Preferred  
and Series C Preferred it owns is exercised through Mr. Earls. Accordingly, Mr. 
Earls may be deemed to be the beneficial owner of all of the 53,553,319 shares  
of Common Stock beneficially owned by USV.                                      

     Mr. Earls is also the President of the General Partner of the Earls
Family Limited Partnership, which holds Warrants to purchase 500,000 shares of  
Common Stock. Each Warrant is exercisable for one share of Common Stock at a    
price per share of $1.00 at any time at the option of the holder. Accordingly,  
the Earls Family Limited Partnership beneficially owns 500,000 shares of Common 
Stock.                                                                          

      By virtue of his position as the President of the General Partner of
the Earls Family Limited Partnership, the power of the Earls Family Limited     
Partnership to vote and dispose of the shares of Common Stock it would own      
directly upon the exercise of the Warrants it holds, is exercised through Mr.   
Earls. Accordingly, Mr. Earls may be deemed to be the beneficial owner of all of
the 500,000 shares of Common Stock beneficially owned by the Earls Family       
Limited Partnership.                                                            

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   Mr. Earls also owns a majority of the outstanding voting stock of
Equitable Production Funding, Inc. (the "Equitable"), which directly owns       
512,175 shares of Common Stock (215,175 shares of which were purchased on       
December 26, 2000 on the open market by the Equitable using private funds.)     
Accordingly, Mr. Earls is able, directly or indirectly, to direct its voting of 
its shares of Common Stock, and so beneficially owns the 512,175 shares of      
Common Stock held by Equitable Production Funding, Inc.                         

        Mr. Earls is also the beneficial owner of an additional 850,000 shares
of Common Stock, which he is entitled to purchase at any time upon the exercise 
of employee stock options granted to him on November 5, 1999 under the Issuer's 
1999 Stock Option Plan, as amended (the "Plan"). These options carry an exercise
price of $0.125 per share, based on the closing price of the Common Stock on    
November 5, 1999, and were fully vested at the time of grant.                   

    On February 21, 2000, Mr. Earls was granted employee stock options
under the Plan to purchase 250,000 shares of Common Stock. These options carry  
an exercise price of $0.90 per share and vest pro rata on the first, second and 
third anniversaries of the grant date. Because one third of the options vest and
are exercisable within 60 days of the date hereof, 83,334 shares of Common Stock
that may be purchased upon the exercise of such options are now deemed to be    
beneficially owned by Mr. Earls.                                                

         On June 6, 2000, Mr. Earls was granted employee stock options under the
Plan to purchase 1,200,000 shares of Common Stock. These options carry an       
exercise price of $1.56 per share and vest pro rata on the first, second, third 
and fourth anniversaries of the grant date. Because these options are not       
exercisable within 60 days of the date hereof, the shares of Common Stock that  
may be purchased upon the exercise of such options are not now deemed to be     
beneficially owned by Mr. Earls.                                                

       In connection with the Issuer's acquisition of E2E on April 12, 1999,
James V. Warren, on behalf of the holders of the Series B Preferred (who were   
the stockholders of E2E before the acquisition), granted Mr. Earls an           
irrevocable proxy to vote the 6,318,652 shares of Common Stock that Mr. Warren  
owns directly in favor of the Charter Amendment. Accordingly, Mr. Earls, for the
benefit of the holders of Series B Preferred, shares voting power with respect  
to the Charter Amendment with Mr. Warren for the 6,318,652 shares of Common     
Stock owned directly by Mr. Warren. See "Item 6. Contracts, Arrangements,       
Understandings or Relationships with Respect to Securities of the Issuer."      

         On August 11, 2000 and on November 14, 2000, USV distributed 31,500 and
6,500 shares, respectively, of the Series A Preferred (convertible into a total 
of 3,114,753 shares of Common Stock) to several investors who withdrew their    
investment interest in USV. Mr. Earls, for the benefit of the holders of Series 
B Preferred,                                                                    

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shares voting power with respect to the Charter Amendment for the 38,000 shares 
of the Series A Preferred owned directly by the investors. See "Item 6.         
Contracts, Arrangements, Understandings or Relationships with Respect to        
Securities of the Issuer."                                                      

      On September 20, 2000, USV distributed 29,160 shares of the Series A
Preferred (convertible into 2,390,163 shares of Common Stock) to another        
investor who withdrew an investment interest in USV. Mr. Earls then purchased   
these shares directly from the investor.                                        

        Mr. Earls, the Earls Family Limited Partnership and the Issuer entered
into a letter agreement, dated September 20, 2000 (the "Earls Waiver            
Agreement"), whereby Mr. Earls waived his right to convert his 29,160 shares of 
Series A Preferred and The Earls Family Limited Partnership waived its right to 
convert its Warrants to purchase 500,000 shares of Common Stock until after the 
effectiveness of the Charter Amendment. The parties to the Earls Waiver         
Agreement also waived their rights to convert any other convertible securities, 
options or other rights to acquire shares of Common Stock until the             
effectiveness of the Charter Amendment.                                         

   As mentioned previously, in connection with the Merger, Mr. Earls
granted On-Site an irrevocable proxy to vote all of the Issuer's shares         
beneficially owned by him as of the date of the Voting Agreement and any shares 
which Mr. Earls may beneficially own in the future. Accordingly, Mr. Earls      
shares voting power with respect to all of the Issuer's shares beneficially     
owned by him. See "Item 6. Contracts, Arrangements, Understandings or           
Relationships with Respect to Securities of the Issuer."                        

         Based on the foregoing, Mr. Earls is the beneficial owner of 67,322,396
shares of Common Stock, which constitutes 47.24% of the 142,510,007 shares of   
Common Stock that would be outstanding, based on the sum of:                    

       -        141,076,673 shares of Common Stock that would be outstanding
        if all of the shares of Series A Preferred, Series B
             Preferred, Series C Preferred and Series D Preferred were
   converted to Common Stock, as calculated above;

       -        500,000 shares of Common Stock that would be outstanding and
                 owned by The Earls Family Limited Partnership if the Warrants
were exercised in full;                     

       -        850,000 shares of Common Stock issuable upon exercise by Mr.
         Earls of his presently exercisable stock options; and

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      -        83,334 shares of Common Stock issuable upon exercise by Mr.
                 Earls of his stock options which vest within 60 days from the
date hereof.                                

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer                                                     

   Item 6 of Schedule 13D is hereby amended by adding the following:

On September 20, 2000, Mr. Earls and The Earls Family Limited 
Partnership entered into a Waiver Agreement with the Issuer, whereby Mr. Earls  
waived his right to convert his shares of Series A Preferred and the Earls      
Family Limited Partnership waived its right to exercise its warrants to purchase
500,000 shares of the Issuer's common stock and both waived any rights to       
convert any securities into or to exercise any warrants or options for shares of
the Issuer's common stock until the Charter Amendment.                          

     On September 27, 2000, the Issuer entered into the Merger Agreement
with On-Site and Merger Sub. Pursuant to the Merger Agreement, Mr. Earls, James 
V. Warren, Jonathan Ledecky, Northwood Ventures, LLC, and Northwood Capital     
Partners, LLC entered into a Voting Agreement, dated September 27, 2000 (the    
"Voting Agreement"), whereby the parties to the Voting Agreement agreed to vote 
all of their designated shares of Common Stock, Series A Preferred, Series B    
Preferred, Series C Preferred and any and all securities of the Issuer acquired 
after the date of the Voting Agreement in favor of any proposal presented to the
Issuer's stockholders reasonably necessary to consummate the Merger. The parties
to the Voting Agreement also granted an irrevocable proxy to On-Site to exercise
all of the rights and powers over such shares and to take all actions necessary 
in order to consummate the Merger. (The Voting Agreement is attached to this    
Amendment No. 6 to the Schedule 13D as Exhibit A.)                              

The Voting Agreement and the proxy granted therein terminate  
automatically upon the consummation of the Merger (as defined in the Merger     
Agreement) or upon such other expiration or termination of the Merger Agreement 
pursuant to the terms of the Merger Agreement.                                  

    Certain or all of the Item 2 Persons have and/or may in the future
pledge some or all of their respective shares of Series A Preferred or Common   
Stock to another person in connection with personal lines of credit, including  
bank or broker margin or similar accounts, that contain standard default and    
similar provisions.                                                             

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Item 7.  Materials to Be Filed as Exhibits                                      

Exhibit A    -    Waiver Agreement, dated as of September 20, 2000, by and among
                C. Gregory Earls and The Earls Family Limited Partnership in
favor of U.S. Technologies Inc.             

Exhibit B    -    Voting Agreement, dated as of September 27, 2000, by and      
              among C. Gregory Earls, James V. Warren, Jonathan Ledecky,
                Northwood Ventures, LLC, and Northwood Capital Partners, LLC
in favor of On-Site Sourcing, Inc.          

SIGNATURES

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

Dated: January 18, 2001                                                         

         USV PARTNERS, LLC
                By: USV Management, LLC,
           its Manager

            /s/ C. Gregory Earls
                                    --------------------------------------------
               By:    C. Gregory Earls
          Title: Sole Member

            /s/ C. Gregory Earls
                                    --------------------------------------------
                      C. Gregory Earls, Individually

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		1/12/04		5
Filed on:		1/22/01							8-K
		1/18/01		11
		12/26/00		1		8
		11/14/00		1		8			10-Q
		9/30/00		7					10-Q,  10-Q/A
		9/27/00		6		11			10-Q/A,  8-K
		9/20/00		1		11
		8/11/00		1		8
		6/6/00		8
		5/11/00		4					8-K,  SC 13D/A
		4/12/00		4					8-K/A
		3/1/00		5
		2/21/00		8					8-K
		2/2/00		4					SC 13D/A
		12/31/99		5					10-K,  NT 10-K
		11/5/99		8
		5/21/99		4					SC 13D/A
		5/11/99		4					8-K
		4/12/99		4		8			SC 13D/A
		2/22/99		4					SC 13D/A
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