Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Borden Acquisition Corp. 6 48K
2: EX-11.(A)(1) Statement re: Computation of Earnings Per Share 133 731K
3: EX-11.(A)(2) Statement re: Computation of Earnings Per Share 14 69K
4: EX-11.(A)(3) Statement re: Computation of Earnings Per Share 2 20K
5: EX-11.(A)(4) Statement re: Computation of Earnings Per Share 3 24K
6: EX-11.(A)(5) Statement re: Computation of Earnings Per Share 3 23K
7: EX-11.(A)(6) Statement re: Computation of Earnings Per Share 5± 22K
8: EX-11.(A)(7) Statement re: Computation of Earnings Per Share 5 35K
9: EX-11.(A)(8) Statement re: Computation of Earnings Per Share 2 16K
10: EX-11.(C)(1) Statement re: Computation of Earnings Per Share 124 273K
11: EX-11.(C)(2) Statement re: Computation of Earnings Per Share 18 70K
12: EX-11.(C)(3) Statement re: Computation of Earnings Per Share 2 17K
13: EX-11.(C)(4) Statement re: Computation of Earnings Per Share 34 71K
14: EX-11.(G)(1) Statement re: Computation of Earnings Per Share 10 32K
23: EX-11.(G)(10) Statement re: Computation of Earnings Per Share 4 23K
24: EX-11.(G)(11) Statement re: Computation of Earnings Per Share 13 35K
25: EX-11.(G)(12) Statement re: Computation of Earnings Per Share 13 33K
26: EX-11.(G)(13) Statement re: Computation of Earnings Per Share 18 47K
27: EX-11.(G)(14) Statement re: Computation of Earnings Per Share 12 35K
28: EX-11.(G)(15) Statement re: Computation of Earnings Per Share 18 49K
29: EX-11.(G)(16) Statement re: Computation of Earnings Per Share 12 36K
30: EX-11.(G)(17) Statement re: Computation of Earnings Per Share 12 32K
31: EX-11.(G)(18) Statement re: Computation of Earnings Per Share 11 30K
32: EX-11.(G)(19) Statement re: Computation of Earnings Per Share 12 32K
15: EX-11.(G)(2) Statement re: Computation of Earnings Per Share 10 32K
33: EX-11.(G)(20) Statement re: Computation of Earnings Per Share 18 49K
34: EX-11.(G)(21) Statement re: Computation of Earnings Per Share 9 27K
35: EX-11.(G)(22) Statement re: Computation of Earnings Per Share 9 32K
16: EX-11.(G)(3) Statement re: Computation of Earnings Per Share 10 32K
17: EX-11.(G)(4) Statement re: Computation of Earnings Per Share 10 32K
18: EX-11.(G)(5) Statement re: Computation of Earnings Per Share 10 32K
19: EX-11.(G)(6) Statement re: Computation of Earnings Per Share 10 32K
20: EX-11.(G)(7) Statement re: Computation of Earnings Per Share 10 32K
21: EX-11.(G)(8) Statement re: Computation of Earnings Per Share 11 32K
22: EX-11.(G)(9) Statement re: Computation of Earnings Per Share 9 31K
EX-11.(G)(20) — Statement re: Computation of Earnings Per Share
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EXHIBIT 11(g)(20)
GOLDSTEIN, TILL, & LITE
Allyn Z. Lite, Esq.
Amy M. Riel, Esq.
744 Broad Street, Suite 800
Newark, New Jersey 07102
(201) 623-3000
Attorneys for Plaintiff
______________________________________________X
:
PITTMAN NEUROSURGICAL P.A. Defined : SUPERIOR COURT OF
Benefit Plan U.T.D. 9/1/77, R. CLINTON : NEW JERSEY
PITTMAN, TRUSTEE, on behalf of itself and all : MERCER COUNTY
others similarly situated, : CHANCERY DIVISION
:
Plaintiff :
: CIVIL ACTION NO:
against :
:
: MER C 158 94
BORDEN INC., KOHLBERG KRAVIS :
ROBERTS & CO., ERVIN R. SHAMES, : CLASS ACTION
FRANK J. TASCO, H. BARCLAY MORLEY, : ------------
JOHN E. SEXTON, FREDERICK E. HENN- : COMPLAINT
ING, WILBERT J. LEMELLE, ROBERT P. : ---------
LUCIANO, and PATRICIA CARRY STEWART, :
:
Defendants. :
______________________________________________X
Plaintiff alleges upon information and belief based, in part, upon an
investigation conducted by and through the undersigned counsel, except with
respect to its ownership of
Borden Inc. common stock and its suitability to serve as class representative,
which are alleged upon personal knowledge, as follows:
THE PARTIES
-----------
1. Plaintiff is and has been at all relevant times the owner of shares of
the common stock of Borden Inc. ("Borden" or the "Company").
2. Defendant Borden is a corporation organized and existing under the
laws of the State of New Jersey with its principal executive offices located at
180 East Broad Street, Columbus, Ohio, 43215. Borden is an international food
company, with a diversified line of products among snack foods, dairy products,
household items and special market foods, including cheese, yogurt, glue, pasta,
frozen desserts, arts and crafts supplies, caulking and industrial coatings.
Borden had, as of December 31, 1993, approximately 141,358,035 shares of common
stock issued and outstanding, which shares are held by at least hundreds of
shareholders of record and are traded on the New York Stock Exchange.
3. Defendant Kohlberg Kravis Roberts & Co. ("KKR") is a corporate buyout
firm located in New York, New York. KKR is named as a defendant herein because,
as a party to the proposed merger, it is a necessary party to be joined in this
action in order to obtain the relief sought.
4. (a) Defendant Ervin R. Shames ("Shames") is and has been at all
relevant times the Company's President and Chief Executive Officer and a
director;
(b) Defendant Frank J. Tasco ("Tasco") is and has been at all relevant
times the Company's Chairman of the Board of Directors;
2
(c) Defendant H. Barclay Morley ("Morley") is and has been at all
relevant times a director of Borden;
(d) Defendant John E. Sexton ("Sexton") is and has been at all
relevant times a director of Borden;
(e) Defendant Frederick E. Henning ("Henning") is and has been at all
relevant times a director of Borden;
(f) Defendant Wilbert J. Lemelle ("Lemelle") is and has been at all
relevant times a director of Borden;
(g) Defendant Robert P. Luciano ("Luciano") is and has been at all
relevant times a director of Borden; and
(h) Defendant Patricia Carry Stewart ("Stewart") is and has been at
all relevant times a director of Borden.
The defendants described in paragraphs 4(a)-(h) above are hereinafter
sometimes collectively referred to as the "individual defendants" or the
"director defendants."
5. By virtue of the individual defendants' positions as officers and/or
directors of Borden, said individual defendants are in a fiduciary relationship
with plaintiff and other public shareholders of Borden and owe plaintiff and
other members of the Class the highest obligation of good faith, fair dealing,
loyalty and due care.
3
CLASS ACTION ALLEGATIONS
------------------------
6. Plaintiff brings this action individually and pursuant to R. 4:32 of
-
the New Jersey Court Rules as a class action on behalf of all shareholders of
Borden, and their successors in interest who are or will be threatened with
injury arising from
defendants' actions as more fully described below (the "Class"). Excluded from
the Class are defendants herein and any person, firm, trust, corporation or
other entity related to or affiliated with any of the defendants.
7. This action is properly maintainable as a class action under the laws
of the State of New Jersey for the following reasons:
(a) The Class, which includes at least hundreds of shareholders of
record scattered throughout the United States and foreign countries, is so
numerous that joinder of all members is impracticable.
(b) There are questions of law and fact common to members of the Class
which predominate over any questions affecting only individual members,
including, inter alia, the following:
----- ----
(i) whether one or more of the defendants has engaged in a plan and
scheme to enrich themselves at the expense of Borden's public shareholders;
(ii) whether the defendants have breached their fiduciary duties owed
by them to plaintiff and members of the Class and/or have aided and abetted in
such breach by virtue of their participation and/or acquiescence and by their
other conduct complained of herein;
4
(iii) whether defendants have failed to fully disclose the true value
of Borden's assets and earning power, as well as the future financial benefits
they expect to derive, through the merger with KKR;
(iv) whether the defendants have wrongfully failed and refused to seek
a purchaser of Borden at the highest possible price and instead have sought to
chill potential offers and acquire the valuable assets of Borden for KKR at an
unfair and inadequate price;
(v) whether plaintiff and the other members of the Class will be
irreparably damaged by the transactions complained of herein;
(vi) whether defendants have breached, and/or aided and abetted one
another in the breach of, the fiduciary and other common law duties owed by them
to plaintiff and the other members of the Class; and
(vii) whether defendants are pursuing a scheme and course of business
designed to eliminate the public shareholders of Borden in violation of the laws
of the State of New Jersey.
(c) The claims of plaintiff are typical of the claims of the other
members of the Class, and plaintiff has no interests that are adverse or
antagonistic to the interests of the Class.
(d) Plaintiff is committed to the vigorous prosecution of this
action and has retained competent counsel experienced in litigation of this
nature. Accordingly, plaintiff is an adequate representative of the Class
and will fairly and adequately protect the interests of the Class.
5
(e) Plaintiff anticipates that there will not be any difficulty in the
management of this litigation as a class action.
8. For the reasons stated herein, a class action is superior to other
available methods for the fair and efficient adjudication of this action.
FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS
----------------------------------------------
9. On or about December 22, 1993, Borden announced to the financial news
wire services that it was not engaged in any negotiations for a sale or merger
of the Company. Borden announced that instead they would restructure and that
details would be announced in early January, 1994.
10. On January 5, 1994, Borden announced the details of its restructuring
and refocusing plan. The restructuring included $650 million in charges to
fourth-quarter 1993 earnings and the sale of the Company's North American
snacks, seafood and other units. The units put up for sale represented about
$1.25 billion, or 20 percent, of Borden's projected sales of $6.75 million for
1993. According to defendant Tasco: "The goal of the program is to build
shareholder value by focusing on and revitalizing our best businesses."
Defendant Shames stated that other key elements of the restructuring plan
included the introduction of new consumer-oriented marketing programs to
strengthen Borden's core food businesses of pasta, niche grocery and
international foods. The restructuring plans also called for a turnaround of
Borden's domestic dairy business, largely through volume recovery and cost
reduction and retention of nearly all of the non-food businesses as important
contributors to current cash flow and earnings.
6
11. Borden said the plans also called for cost reductions phasing in over
two years and reaching an annualized savings rate of $100 million to $125
million by the end of 1995. Savings would be achieved through a combination of
divestments and gains in efficiency and productivity.
12. On January 26, 1994, Borden announced that it expects its
restructuring, along with increased marketing and cost reductions, to improve
its performance in 1994. Defendant Shames stated: "I believe the new
restructuring plan that we are implementing will improve Borden's performance
and build shareholder value." Shames also stated that Borden projects 1994
earnings at the upper end of the $0.75 to $1.00 per share range of estimates by
security analysts who follow Borden closely. The press release also stated that
quarterly earnings are expected to strengthen after a marginally profitable
first quarter as momentum and cost savings build during the year.
13. On April 25, 1994, Borden released its 1994 first quarter earnings.
Defendant Shames stated in the press release disseminated to the investing
public that: "The fundamentals of our businesses have improved. Although there
is much to be done throughout the North American Foods businesses, Borden is
making significant gains in many areas in rebuilding volume and market
share....We are making significant progress in our cost saving programs and
running above our projection for increased cash flow."
14. On May 16, 1994, Borden announced that it had sold its Borden
Foodservice Group to H.J. Heinz Co. for an undisclosed amount. The division had
sales of $270 million in 1993 but has been unprofitable in recent years. Borden
stated that: "We are moving ahead on schedule with our divestment of
businesses."
7
15. On May 20, 1994, Borden announced the sale of three additional
businesses as part of its restructuring program. Shames stated that "[o]ur
divestiture program is on track."
16. On July 11, Borden announced that it had sold its Bama Foods business
to Welch's. Terms of the transaction were not disclosed. Shames stated: "We
are also making progress in our efforts to sell our salty snacks business."
17. On August 25, 1994, Borden announced that it has finalized an agreement
to sell its Jays Foods, Inc. snack Business to Special Foods Company. Terms of
the agreement were not disclosed.
18. On September 12, 1994, Borden and KKR shocked the market by announcing
that KKR had agreed to acquire Borden in a transaction valued at approximately
$2 billion.
19. Under the terms of the agreement, Borden shareholders will receive RJR
Nabisco Holdings Corp. ("RJR") stock owned by KKR worth approximately $14.25 per
Borden share. The press release announcing the deal stated inter alia:
----- ----
It is contemplated that a definitive merger agreement will be executed within
two weeks. The agreement will provide for an exchange offer by KKR in which
holders of Borden common stock would have the right to exchange their shares for
RJR Nabisco common stock. The exact number of RJR Nabisco shares to be
exchanged for each Borden share will be determined by dividing $14.25 by the
average of the high and low prices of RJR Nabisco stock for a 10-day trading
period to be established in the offer, provided that in no event will Borden
stockholders receive greater than 2.375 RJR Nabisco shares, nor
8
less than 1.78125 RJR Nabisco shares for each Borden share. The transaction will
be taxable to Borden shareholders.
20. The press release also stated:
KKR also announced that in connection with its agreement with Borden, RJR
Nabisco Holdings Corp. has agreed in principle that upon KKR's successful
acquisition of 100% of Borden and subject to certain other conditions, RJR
Nabisco will issue approximately $500 million in newly issued RJR Nabisco common
shares for newly issued Borden shares priced at $14.25 each, representing a 20
percent pro forma interest in Borden. RJR Nabisco also will receive a warrant
to purchase an additional 10 percent interest in Borden as part of its
investment.
"We believe that, after a full consideration of all the risks and opportunities
confronting Borden today, this transaction is the best outcome for Borden
shareholders, said Frank J. Tasco, Chairman of Borden. The restructuring
pursued since January has resulted in volume and share gains in many of Borden's
businesses.
Moreover, the earnings trend is also improving, but it is clear that additional
investment in our brands and in capital are needed in order to capture the
Company's potential .... "
21. Also as part of the deal, Borden has agreed that at the time a
definitive merger agreement is entered into, Borden will grant KKR an option
to purchase from Borden up to 19.9% of the outstanding Borden common stock for
$11 per share payable in RJR Nabisco
9
common stock. If the option is exercised, KKR must purchase at least 41% of the
outstanding Borden common stock in the exchange offer if it acquires any shares
in the exchange offer. If KKR acquires at least 41%, but less than 51%, of
Borden common stock in the exchange offer, the option must be exercised by KKR,
to the extent necessary for KKR to own at least 51% of the outstanding Borden
common stock. KKR has also agreed that if a merger agreement is not entered
into by September 23, 1994, KKR will, subject only to necessary regulatory
approvals, purchase 19.9% of the outstanding shares of Borden common stock for
$11 per share.
22. The proposed merger transaction is wrongful, unfair and harmful to
Borden's shareholders, including plaintiffs and the other Class members, because
just as Borden's restructuring efforts, whose cost was borne by Borden
shareholders, were bearing fruit and its earnings potential was on an upswing,
Borden and KKR are attempting to usurp form Borden's shareholders the benefits
of the restructuring.
23. The proposed merger transaction is further wrongful, unfair and harmful
to Borden's shareholders, including plaintiffs and the other Class members, and
represents an attempt by the director defendants to aggrandize their personal
financial positions and interests and to enrich themselves at the expense of and
to the detriment of the Company's shareholders. The proposed transaction denies
to plaintiffs and other Class members their right to share proportionately in
the true value of the Company's assets and future growth in profits and earnings
while usurping the same for the benefit of KKR at an unfair and inadequate
price.
10
FIRST COUNT
-----------
24. Defendants, acting in concert and aiding and abetting one another, have
violated their fiduciary duties owed to the public shareholders of Borden and
put their own personal interests and the interests of KKR ahead of the interests
of Borden's public shareholders, including plaintiffs and the Class members, and
have used their control positions as officers and directors of Borden, all as
alleged herein, for the purpose of reaping high personal profits at the expense
of the Company's public shareholders.
25. In negotiating the proposed merger/acquisition of Borden by KKR,
defendants did not exercise good faith, fair dealing, loyalty and due care by
failing, among other things, to:
(a) evaluate adequately the Company's worth as a potential
merger/acquisition candidate;
(b) take sufficient steps to enhance Borden's value and/or
attractiveness as a merger/acquisition candidate;
(c) expose the Company effectively in the marketplace to create an
active and open auction for the Company and its assets; and
(d) act independently so that the interests of Borden's public
shareholders would be protected throughout the merger/acquisition process.
26. Furthermore, in granting a lock-up option to KKR for 19.9% of Borden's
outstanding shares at a price of only $11, rather than the $14.25 to be paid to
Borden's
11
shareholders, the defendants failed to achieve an appropriate premium or
recognition of the added value of the Company that will result from it being
wholly-owned by KKR.
27. On September 24, 1994, Borden agreed to meet with Paul Kazarian, head
of the investment group Japonica Partners to discuss a rival proposal.
Following the meeting, Kazarian expressed an intention to make a cash offer for
Borden's shares in the range of $16-$18 for a majority stake in the Company. As
part of his evaluation process, Kazarian requested but was denied access to
certain due diligence materials regarding Borden.
28. On September 23, 1994 the Wall Street Journal published an article
-------------------
entitled "Don't Let KKR Milk Borden" wherein corporate law professor John
Pound discussed Kazarian's offer as follows: "The Kazarian offer looks better
if it pans out. Mr. Kazarian has apparently offered to give investors cash for
their shares, not stock in another company. Moreover, he is proposing a
partial, not a full buyout. That would allow shareholders to retain their
shares and profit from a turnaround that may ultimately result. One can
quibble about the price and about the degree of control accorded to
Mr. Kazarian, but the concept is far sounder than the KKR one."
29. Despite the fact that Kazarian's offer is in the greater interest of
the Borden shareholders, the director defendants continue to favor and endorse
KKR's offer.
30. In contemplating and implementing a plan to obtain immediate financial
rewards for themselves, the director defendants have failed to act in the best
interests of Borden's public shareholders by failing, among other things, to:
12
(a) undertake an adequate evaluation of the Company's worth as a
potential merger/acquisition candidate;
(b) ensure that no conflicts of interest existed; and
(c) act independently to ensure that the interests of Borden's public
shareholders would be protected.
31. The director defendants have agreed among themselves that they
will not solicit any other proposal or initiate discussions with any other
persons or entities regarding any offer or proposal for the acquisition of the
business of Borden through merger, asset sale, stock sale or otherwise while
Borden is still a publicly held company. Thus, the director defendants have
resolved to wrongfully obtain the valuable assets of Borden for KKR at a bargain
price, which under these circumstances, disproportionately benefits them. By
secretly negotiating and implementing the merger/acquisition plan while ignoring
other options, the director defendants have violated their fiduciary duties to
plaintiff and other public shareholders of Borden.
32. The strategy and tactics pursued by the defendants are and will
continue to be wrongful, unfair and harmful to Borden's public shareholders,
serve no legitimate business purpose of Borden and are essentially designed to
aggrandize the personal positions, interests and finances of the director
defendants at the expense of and to the detriment of the Company's public
shareholders. The defendants' course of action will deny plaintiff and other
Class members their right to share in the true value of Borden's valuable
assets, future earnings and profitable businesses to the same extent that they
would as Borden shareholders.
13
33. In contemplating, devising and executing the aforementioned course of
conduct and in pursuing and structuring the proposed merger/acquisition
transaction, the director defendants have not acted in good faith toward
plaintiff and other members of the Class and have breached, and are continuing
to breach, their fiduciary duties to plaintiff and the Class.
34. Since the director defendants, and those acting under their direction
and control, dominate and control the business and corporate affairs of
Borden, and because they are in possession of private corporate information
concerning Borden's businesses and future prospects, there exists an imbalance
and disparity of knowledge and economic power between the defendants and the
public shareholders of Borden which makes defendants' course of action and the
contemplated transaction inherently unfair to Borden's public shareholders.
The proposed transaction will ensure that the director defendants will
disproportionately benefit from the value of Borden's assets and its future
financial prospects in contravention of the director defendants' fiduciary
duties to maximize the value of Borden's shares.
35. Defendants have acted and are acting with knowledge that the
individual defendants, and each of them, have breached and are breaching their
fiduciary duties to Borden's public shareholders and have, nevertheless,
intentionally, recklessly or negligently induced, and/or aided and abetted one
another, in such breaches of fiduciary duties by the directors of Borden.
36. By virtue of the foregoing acts, practices and course of action, the
director defendants have failed to exercise due care and diligence in
compliance with their fiduciary obligations toward Borden and its public
shareholders.
14
37. The acts and course of conduct complained of hereinabove were willful,
malicious and oppressive in that the defendants, and each of them, knew that
their actions, as enumerated herein, involve improper and illegal practices,
violations of law and other acts completely foreign to the duties of officers
and directors to carry out corporate affairs in a fair, just, honest and
equitable manner. By reason of the foregoing, plaintiff and the Class are
entitled to punitive damages.
38. By virtue of the foregoing actions of the defendants, plaintiff and the
Class have been, are and will be damaged in that they will not receive the fair
value of Borden's assets and business in exchange for their Borden stock and
have been, are and will be prevented from obtaining a fair price for their
shares of the Company's stock.
39. Unless enjoined by this Court, the defendants will continue in their
harmful course of conduct and the director defendants will continue to breach
their fiduciary duties owed by them to plaintiff and to the Class and will
exclude plaintiff and the Class from receiving fair value for their
proportionate share of Borden's valuable assets and business, all to the
irreparable harm of plaintiff and the Class.
40. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff, on behalf of itself and the members of the Class,
demands judgment as follows:
A. Declaring that this lawsuit is properly maintainable as a class
action and certifying plaintiff as representatives of the Class;
15
B. Declaring that the defendants have committed a gross abuse of trust
and have breached (or aided and abetted such breach of) their fiduciary and
other duties owed to plaintiff and the members of the Class;
C. Declaring that the proposed transaction of merger/acquisition of
Borden by KKR is a legal nullity;
D. Preliminarily and permanently enjoining the defendants and their
counsel, agents, employees and all persons acting under, in concert with or
for them from taking any steps necessary to accomplish or implement the
proposed merger of Borden with KKR at a price that is not fair and equitable;
E. In the event that the transaction is consummated, rescinding it
and setting it aside;
F. Imposing a voting trust upon the shares of Borden owned or
controlled by defendants to restrain their ability to use their voting control
of the Company to effect the transaction;
G. Awarding to plaintiff and the Class compensatory and punitive
damages against the director defendants, jointly and severally, in an amount to
be determined at trial, together with prejudgment interest, at the maximum rate
allowable by law, from the date of the wrongs to the date of judgment herein;
H. Awarding plaintiff the costs and disbursements of this action,
including reasonable attorneys', accountants' and experts' fees; and
16
I. Granting such other and further relief as the Court may deem just
and proper.
Dated: September 29, 1994
GOLDSTEIN TILL & LITE
By /s/ Allyn Z. Lite
____________________
Allyn Z. Lite
Amy M. Riel
744 Broad Street, Suite 800
Newark, New Jersey 07102
(201) 623-3000
GILMAN AND PASTOR
Kenneth G. Gilman
David Pastor
One Boston Place
28th Floor
Boston, Massachusetts 02108
Tel. 617/589-3750
Fax 617/589-3749
17
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CERTIFICATION PURSUANT TO RULE 4:5-1
------------------------------------
Pursuant to R. 4:5-1, it is hereby stated that the matter in controversy
is not the subject of any other action pending in any other court or pending in
any arbitration proceeding to the best of my knowledge and belief, except for
the matters entitled, Barbara Lubin, et al. v. Borden Inc., et al., filed in
--------------------------------------------
this Court on September 13, 1994; Norman Weiss, et al v. Borden, Inc., et al.,
-------------------------------------------
filed in this Court on September 13, 1994; Jerry Krim, et al. v. Borden Inc., et
-------------------------------------
al., filed in this Court on September 14, 1994; Bernard Stepak vs. Borden Inc.,
--- -------------------------------
et al., filed with this Court on September 16, 1994; James Peterson and Sidney
------ -------------------------
Click vs. Borden, Inc., filed with this Court on September 16, 1994; Daniel
---------------------- ------
Marcus vs. Borden Inc., et al., filed with this Court on September 22, 1994 and
------------------------------
Dwyer vs. Borden, Inc., filed with this Court on September 23, 1994. Also to
----------------------
the best of my belief, no other action or arbitration proceeding is
contemplated. Further, other than the parties set forth in this pleading, at
the present time I know of no other party that should be joined in the within
action.
GOLDSTEIN TILL & LITE
By: /s/ Allyn Z. Lite
_______________________________
Allyn Z. Lite
Dated: September 29, 1994
18
Dates Referenced Herein and Documents Incorporated by Reference
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