-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StxJS9c3fXlx3flLanm0YEnkE4mXM1ycPaqnn23ZtgUUFCY4VWNDXVjqQhkUx2xg sjeQtUYz5x1ghpOWTxUa/Q== 0001045374-98-000002.txt : 19980227 0001045374-98-000002.hdr.sgml : 19980227 ACCESSION NUMBER: 0001045374-98-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980226 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAVIS BOATS & MOTORS INC CENTRAL INDEX KEY: 0001012734 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 742024798 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49897 FILM NUMBER: 98550277 BUSINESS ADDRESS: STREET 1: 5000 PLAZA ON THE LAKE STREET 2: SUITE 250 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123478787 MAIL ADDRESS: STREET 1: 5000 PLAZA ON THE LAKE STREET 2: SUITE 250 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOWNTOWN ASSOCIATES LLC CENTRAL INDEX KEY: 0001045374 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 920 EAST BALTIMORE PIKE CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6103885920 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Travis Boats & Motors, Inc. (Name of Issuer) AMENDMENT #1 Common Stock, Par Value $.01 (Title of Class of Securities) 894363100 (CUSIP Number) Ronald Juvonen Downtown Associates, L.L.C. 920 East Baltimore Pike Kennett Square, Pennsylvania 19348 (610) 388-5920 (Name, address and telephone number of person authorized to receive notices and communications) February 19, 1998 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") 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). SCHEDULE 13D/A CUSIP No. 894363100 Page 2 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Downtown Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 120,000 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 120,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D/A CUSIP No. 894363100 Page 3 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Downtown Associates III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 125,000 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D/A CUSIP No. 894363100 Page 4 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Downtown Associates, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 125,000 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D/A CUSIP No. 894363100 Page 5 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Sweet Water Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 24,600 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 24,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D/A CUSIP No. 894363100 Page 6 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Phaedrus Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,300 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 7,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D/A CUSIP No. 894363100 Page 7 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Juvonen 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 276,900 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 276,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D/A CUSIP No. 894363100 Page 8 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip Timon 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF OO PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 325 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 132,300 9 SOLE DISPOSITIVE POWER REPORTING 325 PERSON WITH 10 SHARED DISPOSITIVE POWER 132,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,625 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D/A CUSIP No. 894363100 Page 9 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alfred Loomis, III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF OO PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 1,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 276,900 9 SOLE DISPOSITIVE POWER REPORTING 1,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 276,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON* IN 13D/A Page 10 of 22 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.01 par value per share (the "Common Stock"), issued by Travis Boats & Motors, Inc., a Texas corporation (the "Company"), whose principal executive offices are located at 5000 Plaza on the Lake, Suite 250, Austin, Texas 78746. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by (i) Downtown Associates, L.P., a New York limited partnership ("Downtown Associates"), with respect to shares of Common Stock beneficially owned by it; (ii) Downtown Associates III, L.P., a Delaware limited partnership ("Downtown III"), with respect to shares of Common Stock beneficially owned by it; (iii) Downtown Associates, L.L.C., a Delaware limited liability company ("Downtown LLC"), with respect to shares of Common Stock beneficially owned by Downtown III; (iv) The Sweet Water Trust, a Massachusetts charitable trust ("Sweet Water"), with respect to shares of Common Stock beneficially owned by it; (v) The Phaedrus Foundation, a Delaware non-profit, non-stock corporation ("Phaedrus"), with respect to shares of Common Stock beneficially owned by it; (vi) Ronald Juvonen, with respect to shares of Common Stock beneficially owned by Downtown Associates, Downtown III, Sweet Water and Phaedrus; (vii) Philip Timon, with respect to shares of Common Stock beneficially owned by him and by Downtown III and Phaedrus; and (viii) Alfred Loomis, III, with respect to shares of Common Stock beneficially owned by him and members of his immediate family and by Downtown Associates, Downtown III, Sweet Water and Phaedrus. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The general partners of Downtown Associates are Messrs. Juvonen and Loomis. The general partner of Downtown III is Downtown LLC. Mr. Juvonen is the managing member, and Messrs. Timon and Loomis are members, of Downtown LLC. (b) The business address of all Reporting Persons, except for Sweet Water and Phaedrus, is 920 East Baltimore Pike, Kennett Square, Pennsylvania 19348. The business address of Sweet Water and Phaedrus is 36 West 44th Street, New York, New York 10036. (c) The principal business of Downtown Associates and Downtown III is that of a private investment firm engaging in the purchase and sale of securities for investment for its own account. The principal business Downtown LLC is that of acting as the general partner of Downtown III. The principal business of Sweet Water and Phaedrus is that of a charitable organization engaging in the purchase and sale of securities for its own account. The principal occupations of Mr. Juvonen are serving as general partner of Downtown Associates, managing member of Downtown LLC and investment adviser to Sweet Water and Phaedrus. The principal occupations of Mr. Timon are serving as member of Downtown LLC and investment adviser to Phaedrus. The principal occupations of Mr. Loomis are serving as general partner of Downtown Associates, member of Downtown LLC and investment adviser to Sweet Water and Phaedrus. Page 11 of 22 Pages (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years, 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) Messrs. Juvonen, Timon and Loomis are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The net investment cost (including commissions, if any) of the shares of Common Stock held by Downtown Associates, Downtown III, Sweet Water and Phaedrus is $1,562,557.50, $2,428,875.00, $287,627.50 and $84,279.00, respectively. The net investment cost (excluding commissions) of the shares of Common Stock owned directly by Messrs. Timon and Loomis and/or members of their families are $3,737.50 and $17,000.00, respectively. The shares of Common Stock purchased by Downtown Associates, Downtown III, Sweet Water and Phaedrus were purchased with the investment capital of the respective entities. The shares of Common Stock purchased by Messr. Timon were purchased with his personal funds. The shares of Common Stock purchased by Messr. Loomis were purchased with the funds of the Loomis Foundation. The shares of Common Stock beneficially owned by Downtown Associates, and Downtown III are held in margin accounts maintained at Bear, Stearns & Co. Inc., which accounts may from time to time have debit balances. The shares of Common Stock beneficially owned by Sweetwater and Phaedrus are held in non-margin accounts maintained at Bear, Stearns & Co., Inc. Since other securities are held in such margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the shares of Common Stock purchased. The shares owned by Mr. Timon are held in an IRA account at Kennedy Cabot. The shares owned by Mr. Loomis are held in the Loomis Foundation at Brown Brothers Harriman & Company and/or are beneficially owned by members of his immediate family. Currently, the interest rate charged on such various margin accounts is approximately 7% per annum. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Persons acquired the shares of Common Stock for investment purposes, and the Reporting Persons intend to evaluate the performance of such securities as an investment in the ordinary course of business. The Reporting Persons pursue an investment objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). Page 12 of 22 Pages Each Reporting Person will continuously assess the Company's business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Company's securities in particular, other developments and other investment opportunities. Depending on such assessments, one or more of the Reporting Persons may acquire additional shares of Common Stock or may determine to sell or otherwise dispose of all or some of its holdings of shares of Common Stock. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for such Common Stock, the financial condition, results of operations and prospects of the Company, alternate investment opportunities, and general economic, financial market and industry conditions. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The approximate aggregate percentage of shares of Common Stock reported beneficially owned by each person herein is based on 4,253,471 shares outstanding, which is the total number of shares of Common Stock outstanding as of February 13, 1998, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") for the fiscal quarter ended December 31, 1997 (which is the most recent Form 10-Q on file). As of the close of business on February 19, 1998 : (i) Downtown Associates owns beneficially 120,000 shares of Common Stock, constituting approximately 2.8% of the shares outstanding. (ii) Downtown III owns beneficially 125,000 shares of Common Stock, constituting approximately 2.9% of the shares outstanding. (iii) Downtown LLC owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), Downtown LLC may be deemed to own beneficially 125,000 shares (constituting approximately 2.9% of the shares outstanding) held by Downtown III. (iv) Sweet Water owns beneficially 24,600 shares of Common Stock, constituting approximately 0.6% of the shares outstanding. (v) Phaedrus owns beneficially 7,300 shares of Common Stock, constituting approximately 0.2% of the shares outstanding. (vi) Mr. Juvonen directly owns no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the 120,000 shares beneficially owned by Downtown Associates, the 125,000 shares beneficially owned by Downtown III, the 24,600 shares beneficially owned by Sweet Water, and the 7,300 shares beneficially owned by Phaedrus. Such shares total 276,900 shares of Common Stock, constituting approximately 6.5% of the shares outstanding. Page 13 of 22 Pages (vii) Mr. Timon owns beneficially 325 shares of Common Stock, constituting approximately .01% of the shares outstanding. By reason of the provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the 125,000 shares beneficially owned by Downtown III and the 7,300 shares beneficially owned by Phaedrus. Such shares total 132,300 shares of Common Stock, constituting approximately 3.1% of the shares outstanding. (viii) Mr. Loomis owns beneficially 1,000 shares of Common Stock, constituting approximately .02% of the shares outstanding. By reason of the provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the 120,000 shares beneficially owned by Downtown Associates, the 125,000 shares beneficially owned by Downtown III, the 24,600 shares beneficially owned by Sweet Water and the 7,300 shares beneficially owned by Phaedrus. Such shares total 276,900 shares of Common stock, constituting approximately 6.5% of the shares outstanding. (ix) In the aggregate, the Reporting Persons beneficially own a total of 278,225 shares of Common Stock, constituting approximately 6.5% of the shares outstanding. (b) Downtown Associates has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partners, Messrs. Juvonen and Loomis. Downtown III has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Downtown LLC. Such power may be exercised by Mr. Juvonen, as the managing member of Downtown LLC, and Messrs. Timon and Loomis, as members thereof. Sweet Water has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its investment advisers, Messrs. Juvonen and Loomis. Phaedrus has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its investment advisers, Messrs. Juvonen, Timon and Loomis. Mr. Timon and Mr. Loomis have the sole power to vote and dispose of the shares owned directly by each of them and/or by members of their immediate family. (c) The trading dates, number of shares of Common Stock purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to February 9, 1998 until February 19, 1998 by Downtown Associates, Downtown III, Sweet Water, Phaedrus and Mr. Loomis are set forth in Schedules A, B, C, D and E, respectively. Such transactions were open market transactions (except as otherwise indicated). (d) No person other than each respective record owner of shares of Common Stock referred to herein is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such Page 14 of 22 Pages persons and any other person with respect to any securities of the Company including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit is being filed with this Schedule: Exhibit 1 A written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Act. Page 15 of 22 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 19, 1998 /s/ Ronald Juvonen, RONALD JUVONEN, individually and as general partner of Downtown Associates, L.P., on behalf of DOWNTOWN ASSOCIATES, L.P. /s/ Ronald Juvonen, Ronald Juvonen, as managing member of Downtown Associates, L.L.C., on behalf of DOWNTOWN ASSOCIATES III, L.P. /s/ Ronald Juvonen, Ronald Juvonen, as managing member of Downtown Associates, L.L.C., on behalf of DOWNTOWN ASSOCIATES, L.L.C. /s/ Ronald Juvonen, Ronald Juvonen, as investment adviser to The Sweet Water Trust and The Phaedrus Foundation, on behalf of THE SWEET WATER TRUST and THE PHAEDRUS FOUNDATION /s/ Philip Timon, PHILIP TIMON, individually and as investment adviser to The Phaedrus Foundation, on behalf of THE PHAEDRUS FOUNDATION /s/ Alfred Loomis, III, ALFRED LOOMIS, III, individually and as general partner of Downtown Associates, L.P., on behalf of DOWNTOWN ASSOCIATES, L.P. /s/ Alfred Loomis, III, Alfred Loomis, III, as investment adviser to The Sweet Water Trust and The Phaedrus Foundation, on behalf of THE SWEET WATER TRUST and THE PHAEDRUS FOUNDATION Page 16 of 22 Pages Schedule A Downtown Associates, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) commissions, if any) __________________________________________________________________________ 07/14/97 1,000 $14.5300 Page 17 of 22 Pages Schedule B Downtown Associates III, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) commissions, if any) __________________________________________________________________________ 09/09/97 75,000 $16.8850 2/19/98 50,000 $23.2500 Page 18 of 22 Pages Schedule C The Sweet Water Trust Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) commissions, if any) __________________________________________________________________________ 07/14/97 3,000 $14.5300 07/15/97 900 $14.2800 1/9/98 (3,800) $24.8125 Page 19 of 22 Pages Schedule D The Phaedrus Foundation Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) commissions, if any) __________________________________________________________________________ 07/14/97 1,000 $14.5300 1/9/98 (1,200) $24.8125 Page 20 of 22 Pages Schedule E Alfred Loomis, III Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) commissions, if any) __________________________________________________________________________ 09/10/97 1,000 $17.0000 EX-1 2 Page 21 of 22 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, as amended, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: February 19, 1998 /s/ Ronald Juvonen, RONALD JUVONEN, individually and as general partner of Downtown Associates, L.P., on behalf of DOWNTOWN ASSOCIATES, L.P. /s/ Ronald Juvonen, Ronald Juvonen, as managing member of Downtown Associates, L.L.C., on behalf of DOWNTOWN ASSOCIATES III, L.P. /s/ Ronald Juvonen, Ronald Juvonen, as managing member of Downtown Associates, L.L.C., on behalf of DOWNTOWN ASSOCIATES, L.L.C. /s/ Ronald Juvonen, Ronald Juvonen, as investment adviser to The Sweet Water Trust and The Phaedrus Foundation, on behalf of THE SWEET WATER TRUST and THE PHAEDRUS FOUNDATION /s/ Philip Timon, PHILIP TIMON, individually and as investment adviser to The Phaedrus Foundation, on behalf of THE PHAEDRUS FOUNDATION Page 22 of 22 Pages /s/ Alfred Loomis, III, ALFRED LOOMIS, III, individually and as general partner of Downtown Associates, L.P., on behalf of DOWNTOWN ASSOCIATES, L.P. /s/ Alfred Loomis, III, Alfred Loomis, III, as investment adviser to The Sweet Water Trust and The Phaedrus Foundation, on behalf of THE SWEET WATER TRUST and THE PHAEDRUS FOUNDATION -----END PRIVACY-ENHANCED MESSAGE-----