-----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, QMGiSFiZhFWxxUnH0p2kocA5KJFuJnvDcQXZnjAeV7FePMeQs+G2lQ5+Nwufz4qZ GVISPQMueGJjxt5ERSz6nw== 0000922423-98-000644.txt : 19980623 0000922423-98-000644.hdr.sgml : 19980623 ACCESSION NUMBER: 0000922423-98-000644 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980622 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANCHOR GLASS CONTAINER CORP /NEW CENTRAL INDEX KEY: 0001052163 STANDARD INDUSTRIAL CLASSIFICATION: GLASS CONTAINERS [3221] IRS NUMBER: 593417812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54231 FILM NUMBER: 98651977 BUSINESS ADDRESS: STREET 1: 4343 ANCHOR PLAZA PKWY CITY: TAMPA STATE: FL ZIP: 33634-7513 BUSINESS PHONE: 8138840000 MAIL ADDRESS: STREET 1: 4343 ANCHOR PLAZA PKWY CITY: TAMPA STATE: FL ZIP: 33634-7513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKEY CHRISTOPHER M CENTRAL INDEX KEY: 0001064413 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O COMAC PARTNERS LP STREET 2: 1 GREENWICH OFFICE PARK 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035526900 MAIL ADDRESS: STREET 1: C/O COMAC PARTNERS LP STREET 2: 1 GREENWICH OFFICE PARK 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Anchor Glass Container Corporation (Name of Issuer) Class A Common Stock, $.10 par value (Title of Class of Securities) 033038209 (CUSIP Number) CoMac Partners, L.P. 1 Greenwich Office Park, 3rd Floor Greenwich, CT 06831 (203) 552-6900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 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: |_| Page 1 of 22 pages SCHEDULE 13D CUSIP No. 033038209 Page 2 of 22 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CoMac Partners, L.P. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) See Item 5 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 7) SOLE VOTING POWER 49,687 /1/ NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 49,687 /1/ REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,687 (See Item 5) /1/ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ----------------------- /1/ 308,466 shares including shares of Class A Common Stock (the "Common Stock") issuable upon conversion of 62,102 shares of the Issuer's Series A 10% Cumulative Convertible Preferred Stock (the "Preferred Stock") owned by CoMac Partners, L.P. Page 3 of 22 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% /2/ 14) TYPE OF REPORTING PERSON PN - ------------------------- /2/ 41.1% including shares of Common Stock issuable upon the conversion of the Preferred Stock. SCHEDULE 13D CUSIP No.033038209 Page 4 of 22 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CoMac International N.V. Not Applicable 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) See Item 5 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 Netherlands Antilles 7) SOLE VOTING POWER 49,018 /3/ NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 49,018 /3/ REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,018 (See Item 5)/3/ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------ /3/ 242,592 shares including shares of the Common Stock issuable upon conversion of 46,454 shares of the Issuer's Preferred Stock owned by CoMac International N.V. Page 5 of 22 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%/4/ 14) TYPE OF REPORTING PERSON CO - -------------- /4/ 35.4% including shares of Common Stock issuable upon the conversion of the Preferred Stock. SCHEDULE 13D CUSIP No.033038209 Page 6 of 22 Pages - ------------------ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CoMac Opportunities Fund, L.P. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) See Item 5 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 7) SOLE VOTING POWER 747 /5/ NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 747 /5/ REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 747 (See Item 5) /5/ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ----------------------- /5/ 9,285 shares including shares of the Common Stock issuable upon conversion of 2,049 shares of the Issuer's Preferred Stock owned by CoMac Opportunities Fund, L.P. Page 7 of 22 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% /6/ 14) TYPE OF REPORTING PERSON PN - ----------------------- /6/ 1.9% including shares of Common Stock issuable upon the conversion of the Preferred Stock. SCHEDULE 13D CUSIP No.033038209 Page 8 of 22 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CoMac Endowment Fund, L.P. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) See Item 5 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 7) SOLE VOTING POWER 17,349 /7/ NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 17,349 /7/ REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,349 (See Item 5)/7/ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - --------------------- /7/ 130,862 shares including shares of the Common Stock issuable upon conversion of 27,241 shares of the Issuer's Preferred Stock owned by CoMac Endowment Fund, L.P. Page 9 of 22 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% /8/ 14) TYPE OF REPORTING PERSON PN - --------------------- /8/ 21.7% including shares of Common Stock issuable upon the conversion of the Preferred Stock. SCHEDULE 13D CUSIP No.033038209 Page 10 of 22 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher M. Mackey 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) See Item 5 3) SEC USE ONLY 4) SOURCE OF FUNDS 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 7) SOLE VOTING POWER 54 /9/ NUMBER OF 8) SHARED VOTING POWER SHARES 116,801(See Item 5)/10/ BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 54 /9/ REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 116,801(See Item 5)/10/ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,855 (See Item 5) - ---------------------- /9/ 229 shares including shares of the Common Stock issuable upon conversion of 42 shares of the Issuer's Preferred Stock owned by Mr. Mackey. /10/ 691,204 shares including shares of Common Stock issuable upon conversion of 137,846 shares of Preferred Stock that may be deemed to be beneficially owned by Mr. Mackey (see Item 5). Page 11 of 22 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%/11/ 14) TYPE OF REPORTING PERSON IN - --------------------- /11/ 64.9% including shares of Common Stock issuable upon the conversion of the Preferred Stock. ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (the "Statement") relates to the Class A Common Stock, $.10 par value (the "Common Stock"), of Anchor Glass Container Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 4343 Anchor Plaza Parkway, Tampa, FL 33634-7513. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This statement is being filed by CoMac Partners, L.P. ("CoMac Partners"), CoMac International N.V. ("CoMac International"), CoMac Opportunities Fund, L.P.("CoMac Opportunities"), CoMac Endowment Fund, L.P. ("CoMac Endowment"), and Christopher M. Mackey. CoMac Partners, CoMac International, CoMac Opportunities, CoMac Endowment and Christopher M. Mackey are collectively referred to as the "Reporting Persons." CoMac Opportunities is a Delaware limited partnership engaged in certain investment activities, including, but not limited to, (i) the purchase of marketable and non-marketable securities and other obligations of bankrupt or near bankrupt companies and (ii) the purchase of securities in entities which appear to be undervalued. CoMac International is a Netherlands Antilles corporation which engages in certain investment activities similar in nature to the activities engaged in by CoMac Opportunities. CoMac Endowment is a Delaware limited partnership which engages in certain investment activities similar in nature to the activities engaged in by CoMac Opportunities. CoMac Partners is a Delaware limited partnership which engages in certain investment activities similar in nature to the activities engaged in by CoMac Opportunities. Christopher M. Mackey is an executive officer, director and 50% shareholder of CoMac Advisers, Inc., a Delaware corporation ("CoMac Inc."), which is the sole general partner of CoMac Associates, L.P., a Delaware limited partnership ("CoMac LP"). CoMac LP is the sole general partner of CoMac Partners. CoMac Inc. is the sole general partner of CoMac Opportunities and CoMac Endowment. Mr. Mackey is an executive officer, director and 50% shareholder of CMS Advisers Inc., a Delaware corporation ("CMS Inc."), the investment adviser to CoMac International. CMS Inc. makes all investment and trading decisions for CoMac International. 12 The business address and the address of the principal executive office of each of CoMac Partners, CoMac Opportunities and CoMac Endowment is 1 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831. The business address and the address of the principal executive office of CoMac International is c/o CITCO Fund Services, Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands Antilles. The business address of Christopher M. Mackey is c/o CoMac Partners, 1 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831. The name, business address and present principal occupation or employment of each of the executive officers and directors of CoMac Inc. are set forth on Schedule I annexed hereto, which is incorporated herein by reference. The name, business address and present principal occupation or employment of each of the executive officers and directors of CMS Inc. are set forth on Schedule II annexed hereto, which is incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule I or Schedule II hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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) Each natural person identified in this Item 2 is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to that certain Second Amended Joint Chapter Liquidating Plan of Reorganization of Anchor Resolution Corp. and Anchor Recycling Corporation dated September 17, 1997, as amended, confirmed by the United Stated Bankruptcy Court for the District of Delaware on November 11, 1997 (the "Plan"), Common Stock and Series A 10% Cumulative Convertible Preferred Stock, par value $0.10 (the "Preferred Stock"), were distributed on or about June 5, 1998. The Common Stock and Preferred Stock issued to the Reporting Persons was so issued in partial consideration of the pre-petition indebtedness and trade claims of the Company held by the Reporting Persons as follows: 13 Pre-petition Pre-petition Reporting Person Indebtedness Trade Claims - ---------------- ------------ ------------ CoMac Partners $ 9,996,000 $8,018,131.86 CoMac International $11,008,000 $2,995,555.16 CoMac Opportunities $ 64,000 $ 490,555.71 CoMac Endowment $ 3,060,000 $4,643,640.97 Christopher M. Mackey $ 13,000 $ 0.00 Such pre-petition indebtedness and trade claims were acquired by the Reporting Persons at various times and for varying prices. Additional Common Stock and Preferred Stock and Warrants to acquire Common Stock and Warrants to acquire the Company's Class C Common Stock are expected to be issued in the future to the Reporting Persons under the Plan in respect of the aforementioned pre-petition indebtedness and trade claims. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this statement relates for investment. The Reporting Persons have had and may continue to have discussions with other shareholders and management of the Company concerning actions which could be taken to enhance shareholder value. Mr. Mackey was elected a director of the Company on June 9, 1998. The Reporting Persons are expected to receive additional securities of the Company in accordance with the Plan. See Item 3. The Reporting Persons may acquire additional shares of Common Stock or other securities of the Company or sell or otherwise dispose of any or all of the shares of Common Stock or other securities of the Company beneficially owned by them. The Reporting Persons may take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons own an aggregate of 116,855 shares of Common Stock, representing approximately 23.8% 14 of the shares of the outstanding Common Stock. /12/ The Reporting Persons also own an aggregate of 137,888 shares of Preferred Stock. Each share of Preferred Stock is presently convertible into 4.167 shares of Common Stock. Including the Common Stock issuable on conversion of the Preferred Stock held by the Reporting Persons (but not the Preferred Stock held by any other person), the Reporting Persons may be deemed to beneficially own 64.9% of the Common Stock. The following table sets forth the number of shares of Common Stock directly owned by each of the Reporting Persons and the percentage of the Common Stock outstanding such ownership represents. This table does not include shares issuable upon the conversion of the Preferred Stock. Percentage of Reporting Shares of Outstanding Person Common Stock Common Stock - ------ ------------ ------------ CoMac Partners 49,687 10.1 CoMac International 49,018 10.0 CoMac Opportunities 747 .2 CoMac Endowment 17,349 3.5 Christopher M. Mackey 54 Less than .1 The following table sets forth the number of shares of Preferred Stock directly owned by each of the Reporting Persons, the shares of Common Stock directly owned by each of the Reporting Persons including shares issuable upon conversion of the Preferred Stock and the percentage of the Common Stock outstanding such ownership represents (including the shares of Common Stock issuable upon conversion of the Preferred Stock held by the Reporting Persons but not the Preferred Stock held by any other person).
Shares of Shares of Common Percentage of Reporting Preferred Stock Beneficially Outstanding Person Stock Owned Common Stock - ------ ----- ----- ------------ CoMac Partners 62,102 308,466 41.1 CoMac International 46,454 242,592 35.4 CoMac Opportunities 2,049 9,285 1.9 CoMac Endowment 27,241 130,862 21.7 Christopher M. Mackey 42 229 Less than .1
- ------------------ /12/ Based upon 490,898 shares of Common Stock that the Company issued under the plan on June 5, 1998, as disclosed to the Reporting Persons by the Company. 15 Reference is made to the Reporting Persons' Statement on Schedule 13D, of even date, with respect to the Preferred Stock for information concerning the Reporting Persons' ownership of the Preferred Stock. (b) By reason of his position as co-chairman, secretary and 50% shareholder of CoMac Inc. and CMS Inc. (see Item 2), Christopher M. Mackey may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by CoMac Partners, CoMac Opportunities, CoMac Endowment and CoMac International. Pursuant to Rule 13d-4 promulgated under the Securities Act of 1934, as amended, Mr. Mackey disclaims beneficial ownership of such shares. (c) On June 5, 1998, the Reporting Persons received distributions of Common Stock and Preferred Stock pursuant to the Plan. Except for such distributions, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Agreement of joint filing pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended. 16 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: June 22, 1998 COMAC PARTNERS, L.P. By: CoMac Associates, L.P., general partner of CoMac Partners, L.P. By: CoMac Advisers, Inc., general partner of CoMac Associates, L.P. /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman COMAC ENDOWMENT FUND, L.P. By: CoMac Advisers, Inc., its general partner By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman COMAC INTERNATIONAL N.V. By: CMS Advisers Inc., investment adviser of CoMac International N.V. By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman 17 COMAC OPPORTUNITIES FUND, L.P. By: CoMac Associates, L.P., general partner of CoMac Opportunities Fund, L.P. By: CoMac Advisers, Inc., general partner of CoMac Associates, L.P. By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey 18 SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS COMAC ADVISERS, INC. ("COMAC INC.") The name and present principal occupation or employment of each of the executive officers and directors of CoMac Inc. is set forth below. The business address of each such person is c/o CoMac Partners, L.P., 1 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831. Name and Present Principal Positions Held Occupation or Employment - -------------- ------------------------ Christopher M. Mackey, Co-Chairman and Secretary of Co-Chairman, Secretary and Director CoMac Inc. and CMS Advisers Inc. Paul J. Coughlin, III, Co-Chairman and Treasurer of Co-Chairman, Treasurer and Director CoMac Inc. and CMS Advisers Inc. 19 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS CMS ADVISERS INC. ("CMS INC.") The name and present principal occupation or employment of each of the executive officers and directors of CMS Inc. is set forth below. The business address of each such person is c/o CoMac Partners, L.P., 1 Greenwich Office Park, 3d Floor, Greenwich, CT 06831. Name and Present Principal Positions Held Occupation or Employment - -------------- ------------------------ Christopher M. Mackey, Co-Chairman and Secretary of Co-Chairman, Secretary and Director CoMac Inc. and CMS Advisers Inc. Paul J. Coughlin, III, Co-Chairman and Treasurer of Co-Chairman, Treasurer and Director CoMac Inc. and CMS Advisers Inc. 20 EXHIBIT 1 Agreement of Joint Filing Pursuant to 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: June 22, 1998 COMAC PARTNERS, L.P. By: CoMac Associates, L.P., general partner of CoMac Partners, L.P. By: CoMac Advisers, Inc., general partner of CoMac Associates, L.P. /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman COMAC ENDOWMENT FUND, L.P. By: CoMac Advisers, Inc., its general partner By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman COMAC INTERNATIONAL N.V. By: CMS Advisers, Inc.,s investment adviser of CoMac International N.V. By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman 21 COMAC OPPORTUNITIES FUND, L.P. By: CoMac Associates, L.P., general partner of CoMac Opportunities Fund, L.P. By: CoMac Advisers, Inc., general partner of CoMac Associates, L.P. By: /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey Title: Co-Chairman /s/ Christopher M. Mackey ------------------------- Name: Christopher M. Mackey 22 -----END PRIVACY-ENHANCED MESSAGE-----