SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
General Kinetics Incorporated
-----------------------------
(Name of Issuer)
Common Stock, par value $.25 per share
--------------------------------------
(Title of Class of Securities)
37017210
--------
(CUSIP Number)
Mr. Reiner Steck
Rabo Investment Management Ltd.
Brandschenkestrasse 41
CH-8002 Zurich
Switzerland
(011 41 1) 28 72 850
--------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-------------
(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 ss.ss.240.13(d)-l(e), 240.13d-l(f) or 240.13d-1(g), check
the following box. [ ]
-------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Rabo Investment Management Ltd.
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
-------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
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NUMBER OF 7 SOLE VOTING POWER 17,485,000
SHARES -----------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED -----------------------------------------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER 17,485,000
REPORTING -----------------------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,485,000
-------------------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.7%
-------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IA
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Page 2 of 18 Pages
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 amends and restates in its entirety the
Schedule 13D of Rabo Investment Management Ltd., f/k/a Gutzwiller & Partner
Ltd., with respect to the shares of Common Stock, par value $.25 per share (the
"Common Stock"), and 1% convertible debentures due August 14, 2004 ("New
Convertible Debentures") convertible into 17,990,000 shares of Common Stock, of
General Kinetics Incorporated ("GKI"), a Virginia corporation. The principal
executive offices of GKI are located at 14130-A Sullyfield Circle, Chantilly,
Virginia 20151.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Amendment No. 1 to Schedule 13D is being filed
by Rabo Investment Management Ltd. (the "Manager"), f/k/a Gutzwiller & Partner
Ltd., a corporation formed under the laws of Switzerland. The Manager is a Swiss
investment adviser whose principal offices are located at Brandschenkestrasse
41, CH-8002 Zurich, Switzerland. The name, business address and principal
occupation of each director and executive officer of the Manager and its parent,
Rabo Robeco Bank, Ltd. (the "Bank"), are set forth on Schedule A hereto, which
is incorporated by reference. All information in this Schedule 13D with respect
to the persons listed on Schedule A is given to the knowledge of the Manager.
The Bank is the Manager's sole shareholder and therefore may
be deemed to control the Manager. The Bank is an investment banking organization
formed under the laws of Switzerland; its principal address is
Brandschenkestrasse 41, CH-8002 Zurich, Switzerland. The Bank acquired all of
the outstanding equity interests in the Manager from the management of the
Manager on October 10, 1996.
(d) During the past five years, neither the Manager, the Bank
nor any of the persons listed on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Manager, the Bank
nor any of the persons listed on Schedule A has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the individuals listed in Schedule A are citizens
of Switzerland, except Mr. Hoyte Sillevis Smitt, who is a citizen of the
Netherlands.
Page 3 of 18 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
1. Common Stock.
The Manager is the economic beneficial owner of and holds sole
voting and dispositive power over 242,700 shares of Common Stock (the "Manager
Shares") which were purchased by the Manager in the transactions specified in
Schedule B. The amount of funds used to purchase the Manager Shares aggregated
approximately $11,700 (exclusive of commissions). The source of the funds used
by the Manager to purchase the Manager Shares was working capital.
In addition, the Manager may be deemed to be the beneficial
owner of 1,472,300 shares of Common Stock ("Client Shares") held in accounts
managed by the Manager, and with respect to which the Manager holds voting and
dispositive power, on behalf of various clients who hold beneficial economic
ownership thereof. The Manager's purchases of the Client Shares were effected
with funds provided by clients of the Manager in an approximate amount of
$3,571,230.
2. Debentures.
As discussed in detail below, during the period beginning in
December 1992 and ending in August 1994, the Manager acquired, for the account
of its clients, debentures of GKI comprised of convertible subordinated
debentures and Series A - E subordinated debentures (collectively, the "Old
Debentures"). On August 14, 1994, GKI restructured its then outstanding Old
Debentures by issuing the New Convertible Debentures. The New Convertible
Debentures have an aggregate face value of $8,995,000 as of the date of this
Amendment No. 1, and are convertible into 17,990,000 shares of Common Stock.
The Manager is the economic beneficial owner of New
Convertible Debentures ("Manager Debentures") in an aggregate face amount of
$585,000, which were purchased by the Manager in the transactions specified in
Schedule C. The amount of funds used to purchase the Manager Debentures was
approximately $187,500. The source of the funds used by the Manager to purchase
the Manager Debentures was working capital.
In addition, the Manager may be deemed to be the beneficial
owner of New Convertible Debentures managed by the Manager having an aggregate
face value of $7,300,000 ("Client Debentures"). The Manager holds voting and
dispositive power over the Client Debentures on behalf of various clients who
hold beneficial economic ownership thereof. The Manager's purchases of the
Client Debentures were effected with funds provided by clients of the Manager in
an approximate amount of $6,980,000.
The history of these acquisitions is as follows:
Page 4 of 18 Pages
(1) On December 14, 1992, the Manager acquired from GKI, on
behalf of clients, 1% subordinated convertible debentures of GKI due October 20,
2002 (the "Old Convertible Debentures") in an aggregate face amount of
$2,750,000. The Old Convertible Debentures were convertible into shares of
Common Stock at a conversion price of $1.375 per share and were purchased for
$2,000,000. The Old Convertible Debentures were exchanged for New Convertible
Debentures on August 14, 1994, as discussed in paragraph (5) below.
(2) On March 30, 1993, the Manager acquired from GKI, on
behalf of clients, 4% Series A and Series B subordinated debentures of GKI in a
combined aggregate face amount of $2,500,000 for a purchase price of $2,420,000.
The Series A debentures, due March 30, 1994 and issued in the aggregate face
amount of $1,500,000, were redeemed on March 30, 1994, as discussed in paragraph
(4) below. The Series B debentures, due March 30, 1995 and issued in the
aggregate face amount of $1,000,000 (with proceeds to GKI, net of prepaid
interest, equaling $920,000), were exchanged for New Convertible Debentures on
August 14, 1994, as discussed in paragraph (5) below.
(3) On August 15, 1993, the Manager acquired from GKI, on
behalf of clients, 4% Series C subordinated debentures of GKI due August 15,
1994 in an aggregate face amount of $2,000,000 for a purchase price of
$1,920,000. The Series C debentures were exchanged for New Convertible
Debentures on August 14, 1994, as discussed in paragraph (5) below.
(4) On March 30, 1994, the Manager acquired from GKI, on
behalf of clients, 4% Series D and Series E subordinated debentures of GKI due
March 30, 1995 in a combined aggregate face amount of $2,000,000 for a purchase
price of $2,000,000. The proceeds of the sale of the Series D debentures, issued
in the aggregate face amount of $1,500,000, were used to redeem the Series A
debentures discussed in paragraph (2) above. The Series E debentures were issued
in the aggregate face amount of $500,000 for a purchase price equal to the face
amount thereof. The Series D and E debentures were exchanged for New Convertible
Debentures on August 14, 1994, as discussed in paragraph (5) below.
(5) On August 14, 1994, GKI restructured all of its then
outstanding Old Debentures (comprised of the Old Convertible Debentures and the
Series B, C, D and E debentures) by issuing in exchange therefor New Convertible
Debentures in an aggregate face amount of $7,750,000 to the Manager. The New
Convertible Debentures mature on August 14, 2004, are convertible into shares of
Common Stock at a conversion price of 50 cents per share and bear interest at 1%
per annum payable annually in arrears. In addition, on September 21, 1994, the
Manager acquired additional New Convertible Debentures on behalf of clients in
the face amount of $1,750,000 for a purchase price of $1,660,000.
During fiscal 1997, New Convertible Debentures in the face
amount of $75,000 were converted into 150,000 shares of Common Stock. In August
1997, New Convertible Debentures in the face amount of $30,000 were converted
into 60,000 shares of Common Stock. In May 1998, GKI repurchased New Convertible
Debentures in the face amount of $300,000
Page 5 of 18 Pages
from clients of the Manager for a purchase price of $100,000. In October 1998,
GKI repurchased New Convertible Debentures in the face amount of $100,000 from
clients of the Manager for a purchase price of $33,000. These transactions are
listed in detail in Schedule C. As of the date of this Amendment No. 1, the
Manager holds voting and dispositive authority over New Convertible Debentures
with an aggregate face value of $7,885,000 and convertible into 15,770,000
shares of Common Stock, of which $585,000 in face amount (convertible into
1,170,000 shares of Common Stock) are Manager Debentures and $7,300,000 in face
amount (convertible into 14,600,000 shares of Common Stock) are Client
Debentures. In addition, since 1994, clients of the Manager have withdrawn
$1,215,000 of New Convertible Debentures from management by the Manager, as
listed in detail in Schedule C, with the result that the Manager now has
$7,300,000 in New Convertible Debentures under management.
The New Convertible Debentures were originally subject to the
terms of a pledge and security agreement, dated as of August 14, 1994 (the
"Pledge and Security Agreement"), on file with the Securities and Exchange
Commission ("Commission") as described under Item 7 hereof. The Pledge and
Security Agreement provided for a security interest in substantially all the
assets of GKI, with certain exceptions (including, without limitation,
exceptions for accounts receivable and other financing), to secure the
obligations in respect of the New Convertible Debentures. However, the Pledge
and Security Agreement was never implemented. The shares of Common Stock
issuable upon conversion of the Convertible Subordinated Debentures are also
entitled to certain registration rights under the Securities Act of 1933, as
specified in the form of the Convertible Subordinated Debentures.
On October 10, 1996, the Bank acquired all of the outstanding
equity interests of the Manager from members of the Manager's management.
ITEM 4. PURPOSE OF TRANSACTION
1. Background and Settlement Agreement.
The shares of Common Stock and the New Convertible Debentures
held by the Manager were acquired for investment purposes. Prior to February 25,
1994, the Manager had been acting under the mistaken assumption that the Manager
was bound by the terms and conditions of a proxy agreement issued in compliance
with requirements imposed by the U.S. Department of Defense as a measure
necessary for GKI to maintain national security clearances, and in connection
therewith, to prevent the Manager from exercising foreign "control" or
"influence" over the activities of GKI. The Manager had been advised that
Messrs. Norman Brandeberry and Edward Stucky, who were directors and officers of
GKI, were the holders of a 10-year irrevocable proxy granted by the Manager.
However, upon investigation and after due inquiry, the U.S. Department of
Defense advised GKI and the Manager that it did not require the issuance of such
a proxy to Messrs. Brandeberry and Stucky, and the Manager determined that no
such proxy in fact existed. Thereupon the Manager determined to seek to exercise
an influence over GKI commensurate with its holdings of GKI's debt and equity in
view of the
Page 6 of 18 Pages
Manager's dissastifaction at that time with GKI's management. After negotiation,
on March 2, 1994, the Manager entered into a Settlement Agreement with three
directors of GKI, Edward Stucky, Norman Brandeberry, and Shawn O'Keefe, which
provided in principal part that:
(a) Messrs. Stucky, Brandeberry and O'Keefe would
resign from the Board of Directors of GKI;
(b) Robert K. Gardner, Larry M. Heimendinger, Mark E.
Cotnoir and Richard J. McConnell would be appointed to the Board of GKI;
(c) the by-laws of GKI would be amended to provide that
a Special Meeting of Shareholders may be convened by shareholders together
holding at least 40% of the number of shares of GKI outstanding and entitled to
vote; and
(d) the Manager would provide general releases to the
resigning directors (Messrs. Stucky, Brandeberry, and O'Keefe) from liabilities
arising out of matters concerning GKI.
2. Management.
On March 24, 1994, David Shaw, the Chairman and Chief
Executive Officer of GKI, submitted his resignation at the request of the new
directors of GKI who had taken office on March 2, 1994. Mr. Larry Heimendinger
was selected by the GKI Board as Chairman and since that time has served as
chief executive and chief operating officer of GKI.
As of the date of this Amendment No. 1, the GKI Board of
Directors is comprised of Messrs. Heimendinger (Chairman), Cotnoir and
McConnell, and Thomas M. Hacala.
Except as set forth herein and in the Schedule 13D previously
filed by the Manager, the Manager has not formulated any plans or proposals
which relate to or would result in any of the events enumerated in sub-items (a)
through (j) of Item 4 of Schedule 13D. However, the Manager will review its
investment in GKI from time to time and reserves the right to take or not take
any action it deems to be in its best interest or to change the intentions
described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GKI's quarterly report on Form 10-Q for the quarter ended
August 31, 2001, as filed with the Commission on October 15, 2001 states that,
as of August 31, 2001, there were 6,718,925 shares of Common Stock outstanding.
If all New Convertible Debentures controlled by the Manager were converted into
15,770,000 shares of Common Stock, the Manager would be deemed to own 17,485,000
out of 22,488,925 shares of Common Stock then outstanding, or 77.7% of the
Common Stock of GKI, when computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934.
Page 7 of 18 Pages
Item 3 of this Amendment No. 1 describes in detail of the
beneficial ownership of the Manager Shares, Manager Debentures, Client Shares
and Client Debentures and is incorporated herein by reference.
(b) The Manager has sole voting and dispositional power over
the 242,700 Manager Shares and the $585,000 of Manager Debentures. Pursuant to
the investment management agreements between the Manager and its clients (the
"Management Agreements"), the Manager has the sole power to vote the 1,472,300
Client Shares and $7,300,000 of Client Debentures. In addition, pursuant to the
Management Agreements, the Manager has the discretionary authority to dispose of
the Client Shares and the Client Debentures.
(c) Attached hereto as Schedule B is a schedule of the
transactions effected by the Manager in the Manager Shares and the Client
Shares. Attached hereto as Schedule C is a schedule of the transactions effected
by the Manager in the Manager Debentures and the Client Debentures.
(d) Clients of the Manager holding beneficial economic
ownership of the Client Shares and the Client Debentures have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Client Shares and the Client Debentures.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
1. Voting Arrangements.
With respect to the voting of shares of Common Stock, pursuant
to the Management Agreements, the Manager has been granted the power by its
clients as the beneficial economic owners of the Client Shares to vote 1,472,300
shares of Common Stock.
2. Dispositive Power.
With respect to dispositive rights, pursuant to the Management
Agreements, the Manager has been granted discretionary authority by its clients
as the beneficial economic owners of the Client Shares and the Client Debentures
to sell and purchase such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement by and between GKI and Gutzwiller & Partner
Ltd., the Manager's name prior to its acqusition by
the Bank, dated October 20, 1992, and a letter of
clarification regarding such agreement from Edward J.
Stucky to David A. Shaw dated October 23, 1992, on
file with the
Page 8 of 18 Pages
Commission as Exhibit 4.1 to the Annual Report on
Form 10-K of GKI filed with the Commission on
December 1, 1992.
2. Pledge and Security agreement, dated as of August 14,
1994, by and between the Manager and GKI, on file
with the Commission as Exhibit 4.7 to the Annual
Report on Form 10-K of GKI for the year ended May 31,
2001 (the "Annual Report") filed with the Commission
on August 29, 2001.
3. Definitive Form of 1% Convertible Debentures due
August 14, 2002, on file with the Commission as
Exhibit 4.8 of Amendment No. 1 to the Annual Report
filed with the Commission on September 28, 2001.
Page 9 of 18 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 30, 2001 Rabo Investment Management Ltd.
By: /s/ Hoyte Sillevis Smitt
---------------------------------
Name: Hoyte Sillevis Smitt
Title: Manager of the Board
By: /s/ Bruno Morf
---------------------------------
Name: Bruno Morf
Title: General Manager
Page 10 of 18 Pages
SCHEDULE A
The business address for all individuals listed in this
Schedule A is Brandschenkestrasse 41, CH-8002 Zurich, Switzerland.
MEMBERS OF THE MANAGING BOARD*
Name Principal Occupation
---- --------------------
Dr. Heinz Zimmer Chairman of the Board of Directors of Rabo
Investment Management, Ltd. and Chief Executive
Officer of Rabo Robeco Bank (Switzerland) Ltd.
Mr. Hoyte Sillevis Smitt Member of the Board of Directors of Rabo Investment
Management, Ltd. and Member of the Executive
Management Team of Rabo Robeco Bank (Switzerland)
Ltd.
Mr. Hanspeter Wust Member of the Board of Directors of Rabo Investment
Management, Ltd. and Member of the Executive
Management Team of Rabo Robeco Bank (Switzerland)
Ltd.
EXECUTIVE OFFICERS
Name Principal Occupation
---- --------------------
Mr. Bruno Morf General Manager of Rabo Investment Management, Ltd.
and Senior Vice President of Rabo Robeco Bank
(Switzerland) Ltd.
Mr. Salomon Guggenheim Senior Vice President of Rabo Investment Management
Ltd.
Mr. Markus Stamm Senior Vice President of Rabo Investment
Management, Ltd. and Rabo Robeco Bank
(Switzerland) Ltd.
---------------
* The same individuals comprise the Managing Boards of each of Rabo Investment
Management, Ltd. and Rabo Robeco Bank (Switzerland) Ltd.
Page 11 of 18 Pages
SCHEDULE B
CLIENT SHARES
-------------
1. Shares Purchased or Sold
DATE NUMBER OF SHARES PRICE PER SHARE BOUGHT/SOLD
---- ---------------- --------------- -----------
MARCH 02, 1994* 2,976,000
March 15, 1994 10,000 1.7500 B
March 29, 1994 -10,000 1.7000 S
June 6, 1994 80,000 1.7000 B
June 23, 1994 10,000 1.6900 B
June 23, 1994 5,000 0.6300 B
June 23, 1994 5,000 0.6300 B
June 23, 1994 10,000 0.6300 B
June 23, 1994 10,000 0.3900 B
June 23, 1994 15,000 0.3100 B
June 23, 1994 10,000 0.6300 B
June 23, 1994 10,000 0.6300 B
June 23, 1994 10,000 0.3100 B
June 23, 1994 5,000 0.6300 B
June 23, 1994 10,000 0.6300 B
June 23, 1994 5,000 0.6300 B
June 23, 1994 5,000 0.6300 B
June 23, 1994 10,000 0.6300 B
June 23, 1994 20,000 0.6300 B
June 23, 1994 15,000 0.6300 B
June 23, 1994 5,000 0.6300 B
July 12, 1994 10,000 1.8330 B
August 30, 1994 -5,000 2.1580 S
August 30, 1994 -5,000 2.1580 S
August 30, 1994 -5,000 2.1580 S
August 30, 1994 -5,000 2.1580 S
August 30, 1994 -10,000 2.1580 S
August 30, 1994 -8,000 2.1580 S
February 13, 1995 -3,600 0.5000 S
----------------
* Shares held on this date as reported in the Manager's original filing on
Schedule 13D filed with the Commission on April 1, 1994.
Page 12 of 18 Pages
February 15, 1995 -500 0.5000 S
February 23, 1995 -5,900 0.4375 S
February 23, 1995 5,900 0.4375 B
March 8, 1995 -5,000 0.5000 S
March 17, 1995 -25,000 0.2500 S
March 17, 1995 25,000 0.2500 B
May 16, 1995 -1,000 0.2500 S
May 22, 1995 -15,000 0.4375 S
June 28, 1995 -1,500 0.4375 S
June 29, 1995 -40,000 0.4375 S
June 29, 1995 5,000 0.4375 S
June 29, 1995 40,000 0.4375 B
June 29, 1995 5,000 0.4375 B
July 3, 1995 -55,000 0.5000 S
August 28, 1995 -2,500 0.2813 S
September 7, 1995 -23,100 1.0000 S
September 8, 1995 -9,200 1.0000 S
September 20, 1995 -3,000 1.0000 S
September 21, 1995 -5,000 1.0000 S
September 22, 1995 -15,000 1.0000 S
September 22, 1995 -9,700 1.0000 S
September 25, 1995 -8,400 1.4256 S
September 26, 1995 -20,000 1.3750 S
September 26, 1995 -5,500 1.3750 S
February 27, 1997 -2,000 0.3037 S
February 27, 1997 -2,000 0.3037 S
March 4, 1997 -900 0.3037 S
March 7, 1997 -100 0.3000 S
March 14, 1997 -2,000 0.2950 S
April 24, 1997 -15,000 0.1875 S
April 24, 1997 -1,000 0.1875 S
April 24, 1997 15,000 0.1875 B
April 24, 1997 1,000 0.1875 B
April 29, 1997 -5,000 0.2500 S
April 29, 1997 5,000 0.2500 B
April 8, 1998 -20,000 0.1233 S
April 8, 1998 -900 0.1233 S
April 16, 1998 -20,000 0.1250 S
May 5, 1998 -5,000 0.0937 S
August 10, 1998 -1,000 0.0400 S
August 14, 1998 -103,500 0.0400 S
April 14, 1999 -5,000 0.1500 S
April 14, 1999 5,000 0.1500 B
Page 13 of 18 Pages
October 1, 1999 -10,000 0.0500 S
October 1, 1999 -4,700 0.0500 S
August 9, 2000 -5,000 0.1189 S
December 14, 2000 -35,000 0.0500 S
December 21, 2000 -25,000 0.0500 S
December 21, 2000 -40,000 0.0500 S
December 21, 2000 -10,000 0.0500 S
December 21, 2000 -35,000 0.0500 S
December 21, 2000 -5,000 0.0500 S
December 21, 2000 -30,000 0.0500 S
December 21, 2000 -3,000 0.0500 S
December 21, 2000 -60,000 0.0500 S
December 21, 2000 -25,000 0.0500 S
April 11, 2001 -5,000 0.0500 S
May 2, 2001 -10,000 0.0500 S
July 19, 2001 -10,000 0.0500 S
Page 14 of 18 Pages
2. Shares Withdrawn From Management
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
January 18, 1995 -28,000 Delivery
February 14, 1995 -10,000 Delivery
March 13, 1995 -5,000 Delivery
April 6, 1995 25,000 Delivery
April 30, 1995 -20,000 Delivery
May 4, 1995 -15,000 Delivery
May 27, 1995 -55,000 Delivery
August 4, 1995 -15,000 Delivery
August 22, 1995 5,000 Delivery
September 11, 1995 -20,000 Delivery
September 22, 1995 -15,000 Delivery
March 17, 1996 -5,000 Delivery
April 30, 1996 -20,000 Delivery
May 17, 1996 10,000 Delivery
September 12, 1996 -10,000 Delivery
September 27, 1996 -105,000 Delivery
January 24, 1997 -23,000 Delivery
August 4, 1997 -35,000 Delivery
July 11, 1997 -80,000 Delivery
August 4, 1997 -35,000 Delivery
August 6, 1997 -5,000 Delivery
October 21, 1997 5,000 Delivery
October 21, 1997 -5,000 Delivery
January 21, 1998 -15,000 Delivery
February 25, 1998 -121,700 Delivery
April 20, 1998 -38,000 Delivery
July 31, 1998 -25,000 Delivery
July 31, 1998 -35,000 Delivery
August 4, 1998 -15,000 Delivery
September 22, 1999 -100,000 Delivery
March 15, 1999 -35,000 Delivery
September 8, 1999 -20,000 Delivery
October 13, 1999 -15,000 Delivery
January 6, 2000 -10,000 Delivery
February 4, 2000 -31,900 Delivery
June 13, 2000 -40,000 Delivery
June 13, 2000 -5,000 Delivery
August 9, 2000 -70,000 Delivery
May 18, 2001 -25,000 Delivery
TOTAL AT OCTOBER 31, 2001 1,472,300
after all purchases, sales
and withdrawals from
management
Page 15 of 18 Pages
MANAGER SHARES
--------------
DATE NUMBER OF SHARES PRICE PER SHARE BOUGHT/SOLD
---- ---------------- --------------- -----------
MARCH 02, 1994* 50,000
September 12, 1996 -50,000 1.3750 S
October 1, 1999 4,700 0.0500 B
October 1, 1999 10,000 0.0500 B
December 21, 2000 10,000 0.0500 B
December 21, 2000 120,000 0.0500 B
December 21, 2000 85,000 0.0500 B
December 21, 2000 3,000 0.0500 B
July 19, 2001 10,000 0.0500 B
TOTAL AT OCTOBER 31, 2001 242,700
----------
* Shares held on this date as reported in the Manager's original filing on
Schedule 13D filed with the Commission on April 1, 1994.
Page 16 of 18 Pages
SCHEDULE C
CLIENT DEBENTURES
-----------------
1. Debentures Purchased or Sold
DATE DEBENTURE VALUE ($) AT % BOUGHT/SOLD/EXCHANGED
---- ------------------- ---- ---------------------
August 14, 1994 7,750,000 100 E
September 20, 1994 1,750,000 100 B (on behalf of clients)
----------------------------------------------------------
9,500,000
February 13, 1995 -35,000 75 S
February 13, 1995 10,000 75 B
February 13, 1995 5,000 75 B
February 13, 1995 5,000 75 B
February 13, 1995 5,000 75 B
February 13, 1995 10,000 75 B
February 8, 1995 15,000 80 B
February 8, 1995 -15,000 80 S
September 13, 1996 10,000 93 B
September 13, 1996 -10,000 93 S
November 6, 1996 25,000 100 B
November 6, 1996 -25,000 100 S
February 3, 1997 30,000 75 B
February 3, 1997 30,000 75 B
February 3, 1997 -50,000 75 S
February 3, 1997 -10,000 75 S
September 11, 1997 -40,000 97 S
September 11, 1997 40,000 97 B
December 4, 1997 -10,000 64.5 S
December 4, 1997 10,000 64.5 B
February 25, 1998 30,000 30 B
February 25, 1998 -30,000 30 S
May, 1998 -300,000 33.33 S
October 1, 1999 -30,000 30 S
October 18, 1999 -20,000 30 S
October, 1999 -100,000 33.33 S
July 28, 2000 -100,000 25 S
December 21, 2000 -80,000 30 S
December 21, 2000 -15,000 30 S
December 22, 2000 -275,000 30 S
July 24, 2001 -50,000 63.77 S
August 28, 2001 -15,000 30 S
Page 17 of 18 Pages
2. Debentures Withdrawn From Management
DATE DEBENTURE VALUE ($)
---- -------------------
February 14, 1995 20,000
April 6, 1995 25,000
May 4, 1995 15,000
May 27, 1995 75,000
September 11, 1995 30,000
September 22, 1995 15,000
December 14, 1995 200,000
April 23, 1996 30,000
June 13, 1996 50,000
September 10, 1996 20,000
September 27, 1996 180,000
June 20, 1997 30,000
August 4, 1997 45,000
October 9, 1997 135,000
December 4, 1997 10,000
January 21, 1998 50,000
July 13, 1998 80,000
August 4, 1998 10,000
May 5, 1999 40,000
January 6, 2000 50,000
April 20, 2000 25,000
August 9, 2000 40,000
August 14, 2000 25,000
May 16, 2001 15,000
TOTAL AT OCTOBER 31, 2001 7,300,000
MANAGER DEBENTURES
------------------
DATE DEBENTURE VALUE ($) AT % BOUGHT/SOLD/EXCHANGED
---- ------------------- ---- ---------------------
October 1, 1999 30,000 30 B
October 18, 1999 20,000 30 B
July 28, 2000 100,000 25 B
December 21, 2000 80,000 30 B
December 21, 2000 15,000 30 B
December 22, 2000 275,000 30 B
July 24, 2001 50,000 63.77 B
August 28, 2001 15,000 30 B
TOTAL AT OCTOBER 31, 2001 585,000
Page 18 of 18 Pages