-----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, D0jJQBypm6NmIr0SgR9ajk45WBfYJk7n9NxcbvPHn6R7TCqyyxU0fHloFYRhkPin F9hRhiiSyUUpFdA6gjFvXA== 0000038777-96-000147.txt : 19961206 0000038777-96-000147.hdr.sgml : 19961206 ACCESSION NUMBER: 0000038777-96-000147 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961205 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA ANITA REALTY ENTERPRISES INC CENTRAL INDEX KEY: 0000314661 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953520818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32774 FILM NUMBER: 96676322 BUSINESS ADDRESS: STREET 1: 301 W HUNTINGTON DR STREET 2: STE 405 CITY: ARCADIA STATE: CA ZIP: 91007 BUSINESS PHONE: 8185745550 MAIL ADDRESS: STREET 1: 301 W HUNTINGTON DR STREET 2: STE 405 CITY: ARCADIA STATE: CA ZIP: 91007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4155703000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13D 1 CUSIP No. 801209206 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Santa Anita Realty Enterprises, Inc. (NAME OF ISSUER) Common Stock ($0.10 par value) (TITLE OF CLASS OF SECURITIES) 801209206 (CUSIP Number) Leslie M. Kratter Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (415) 312-4017 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 27, 1996 (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-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this 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 less than five percent of such class. See Rule 13d-7.) CUSIP No. 801209206 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 13-2670991 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,000 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% 14. TYPE OF REPORTING PERSON HC; CO CUSIP No. 801209206 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles B. Johnson ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,000 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% 14. TYPE OF REPORTING PERSON IA, HC (See Item 5) CUSIP No. 801209206 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson, Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,000 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% 14. TYPE OF REPORTING PERSON IA, HC (See Item 5) CUSIP No. 801209206 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, Inc. 22-3463202 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 618,000 (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER 618,000 (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,000 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IM ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% 14. TYPE OF REPORTING PERSON IA CUSIP No. 801209206 13D Item 1. Security and Issuer This Statement relates to the Shares of Common Stock, par value $0.10 per share (the "Common Stock ") of Santa Anita Realty Enterprises, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 301 West Huntington Drive, Suite 405, Arcadia, CA 91007. Item 2. Identity and Background (a) Name: Franklin Resources, Inc. (FRI) (b) State of Organization: Delaware (c) Principal Business: A diversified financial services holding company whose primary business is providing, through operating subsidiaries, management, administrative, and distribution services to the open and closed-end investment companies comprising the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. Address of Principal Business/Principal Office: 777 Mariners Island Blvd. San Mateo, CA 94404 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Charles B. Johnson (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: President/Chief Executive Officer/Director/Principal Shareholder, Franklin Resources, Inc., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, Franklin Mutual Advisers, Inc., an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Rupert H. Johnson, Jr. (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: Executive Vice President/Director/Principal Shareholder, Franklin Resources, Inc., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, Franklin Mutual Advisers, Inc., an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Franklin Mutual Advisers, Inc. (FMAI) (b) State of Organization: Delaware (c) Principal Business: An investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. Address of Principal Business/Principal Office: 51 John F. Kennedy Parkway Short Hills, NJ 07078 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of the reporting persons named above is set forth in Exhibit A hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A is a United States citizen and, during the last five years, no person listed in Exhibit A attached (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $13.4 million (including brokerage commissions). All such funds were provided from investment capital of FMAI's respective advisory clients. Item 4. Purpose of Transaction The securities covered by this Statement were acquired by FMAI's advisory clients for the purpose of investment. Neither FMAI nor any executive officer or director of FMAI, has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of FMAI's clients for the purpose of investment. FMAI has reviewed the 13D filing of Koll Arcadia Investors, LLC ("KAI") along with the publicly available information regarding the Colony Investments II, LLC ("Colony") transaction with the Issuer. After reviewing the details of a recently announced merger involving Bay Meadows Operating Company ("Bay Meadows") as well as the trading value of Starwood Lodging Trust ("Starwood"), both of which have paired share structures similar to the Issuer's, FMAI believes that substantially more value exists in the Issuer than is reflected in either the Colony or KAI proposals to the Issuer. It is FMAI's view that the proposed merger between Bay Meadows and Patriot American Hospitality ("Patriot") represented a premium in excess of $90 million to the shareholders of Bay Meadows attributable solely to the value of the paired share structure. The combined Patriot-Bay Meadows entity will realize the benefits of this structure through the acquisition of substantial income-generating properties. FMAI also believes that Starwood's trading price in the public markets ascribes a premium of in excess of $270 million to the paired share structure relative to Starwood's peers that do not have this structure. FMAI estimates that the Colony and KAI offers to the Issuer represent no premium at all for the paired share structure over the net asset value of the Issuer's operating assets. Both of these offers are inadequate. There are many entities which would be logical partners with the Issuer and which would gain substantive benefits from the paired share structure. These companies would value the Issuer substantially higher than either of the outstanding offers, and would include large owners of medical facilities, gaming businesses, hotels or real estate assets linked with operating companies. In view of the above, FMAI urges the Board of Trustees of the Issuer to explore all of its alternatives to ensure that the interests of minority shareholders remain paramount and that values for such shareholders are maximized. In the future, FMAI may decide to purchase on behalf of its advisory clients additional shares of the Common Stock or other securities of the Issuer. In addition, FMAI may cause its advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. FMAI's advisory clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests. Other than as described above, neither FMAI nor any executive officer or director of FMAI, has any present plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a-b) One or more of FMAI's advisory clients is the owner of 618,000 shares of the Common Stock representing approximately 5.4% of the outstanding shares of Common Stock. Since FMAI's advisory contracts with its clients grant to FMAI sole voting and investment power over the securities owned by its advisory clients, FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of the securities covered by this Statement. FMAI is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders therefore may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI or its subsidiaries. However, no investment advisory personnel of FRI or of any of its subsidiaries other than FMAI are involved in the investment management decisions of FMAI. Moreover, FMAI, FRI and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any of the securities covered by this Statement owned by advisory clients of FRI or any of its subsidiaries. Furthermore, FRI, FMAI, and the Principal Shareholders (collectively referred to as the "FRI Entities") are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI or its subsidiaries. (c) Exhibit B sets forth all transactions in the shares of the Common Stock within the past sixty days. (d) No person other than respective advisory clients of FMAI have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer No persons named in Item 2 herein, nor to the best of such person's knowledge, no person named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A Executive Officers and Directors of Reporting Persons Exhibit B Summary of Transactions Within the Last Sixty Days Exhibit C Joint Filing Agreement Signatures 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. December 5, 1996 Date S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Franklin Resources, Inc. Senior Vice President & General Counsel Name/Title - ----------- S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Franklin Mutual Advisers, Inc. Assistant Secretary Name/Title - ---------- S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13D - ---------- S\RUPERT H. JOHNSON, JR. Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13D CUSIP No. 801209206 13D POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D or 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\CHARLES B. JOHNSON Signature POWER OF ATTORNEY RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D or 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\RUPERT H. JOHNSON, JR. Signature Exhibit A EXECUTIVE OFFICERS AND DIRECTORS Name Present Principal Occupation/Employment Residence or Business Address - ---------------------------------- Jennifer J. Bolt Vice President - FRI FRI Harmon E. Burns Executive Vice President/Secretary/Director - FRI FRI Kenneth V. Dominguez Senior Vice President - FRI FRI Martin L. Flanagan Senior Vice President/Treasurer/Chief Financial Officer - FRI Director - FMAI FRI Loretta Fry Vice President - FRI FRI Deborah R. Gatzek Senior Vice President/General Counsel - FRI Assistant Secretary - FMAI FRI Judson R. Grosvenor Director - FRI Hotel-Motel developer, builder, operator, and restaurateur 14 Sawgrass Ct., Las Vegas, NV 89113 F. Warren Hellman Director - FRI Partner in investment management firm Hellman & Friedman, 1 Maritime Plaza, 12th Floor, San Francisco, CA 94111 Donna S. Ikeda Vice President - FRI FRI Charles B. Johnson President/Chief Executive Officer/Director/Principal Shareholder - FRI FRI Charles E. Johnson Senior Vice President/Director - FRI President of Templeton Worldwide, Inc., Investment Management, Director - FMAI Templeton Worldwide, Inc., 500 E. Broward, Ste 2100 Ft. Lauderdale, FL 33394 Gregory E. Johnson Vice President - FRI FRI Rupert H. Johnson, Jr. Executive Vice President/Director/Principal Share-Holder - FRI FRI Harry O. Kline Director - FRI 6501 Red Hook Plaza, #201, St. Thomas, VI 00802 Leslie M. Kratter Vice President/Assistant Secretary - FRI Secretary - FMAI FRI William J. Lippman Senior Vice President - FRI Franklin Advisers, Inc., One Parker Plaza, 16th Fl., Ft. Lee, NJ 07024 Peter Sacerdote Director - FRI Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P., Investment banking Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004 Louis E. Woodworth Director - FRI Private Investor/President, Alpine Corp. Alpine Corp., 1505 7th Avenue, Seattle, WA 98119 Jeffrey A. Altman Vice President - FMAI FMAI Edward J. Bradley Treasurer - FMAI FMAI Elizabeth N. Cohernour Vice President/Assistant Secretary - FMAI FMAI Robert L. Friedman Vice President - FMAI FMAI Raymond Garea Vice President - FMAI FMAI Peter Langerman Vice President/Director - FMAI FMAI Michael F. Price Chief Executive Officer/Director/President FMAI FMAI Lawrence N. Sondike Vice President - FMAI FMAI FRI Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94404 Investment manager and administrator to Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products FMAI Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 Investment adviser to Mutual Series Fund Inc. and other managed accounts Exhibit B Summary of Transactions Within the Last Sixty Days Date Buy/Sell No. of Shares Price 12/03/96 buy 8,700 $26.2500 12/02/96 buy 6,200 $26.2500 11/29/96 buy 9,200 $26.1617 11/27/96 buy 29,200 $26.3091 11/26/96 buy 30,000 $25.4833 11/08/96 buy 127,500 $25.2806 11/08/96 buy 4,800 $25.0000 11/07/96 buy 200 $24.0000 11/07/96 buy 40,800 $24.7567 11/06/96 buy 95,000 $24.0592 10/22/96 sell 23,000 $20.0000 10/22/96 sell 1,900 $20.0000 10/21/96 sell 50,000 $20.0000 10/18/96 sell 10,000 $20.0000 10/18/96 sell 147,000 $20.0021 10/17/96 sell 10,000 $20.0000 10/16/96 sell 49,800 $20.0753 10/11/96 buy 100,000 $20.2168 10/10/96 buy 107,000 $20.2418 09/17/96 buy 5,300 $17.3679 09/16/96 buy 5,000 $17.2500 09/10/96 buy 10,000 $17.0000 09/09/96 buy 10,000 $17.0000 09/09/96 buy 800 $16.7500 09/05/96 buy 9,400 $17.0000 09/04/96 buy 14,700 $17.0000 09/04/96 buy 8,000 $16.9922 09/03/96 buy 56,000 $17.2299 08/30/96 buy 48,000 $17.7500 08/30/96 buy 36,700 $17.7500 08/30/96 buy 12,500 $17.7500 08/29/96 buy 2,000 $17.1875 08/29/96 buy 48,000 $17.2500 08/28/96 buy 26,900 $16.6547 08/28/96 buy 10,000 $16.2500 08/28/96 buy 25,000 $17.3750 08/27/96 buy 9,000 $16.0875 08/27/96 buy 2,700 $16.0000 08/27/96 buy 11,300 $16.1106 Exhibit C JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on December 5, 1996. S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Franklin Resources, Inc. Senior Vice President & General Counsel Name/Title - ----------- S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Franklin Mutual Advisers, Inc. Assistant Secretary Name/Title - ---------- S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13D - ---------- S\RUPERT H. JOHNSON, JR. Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13D -----END PRIVACY-ENHANCED MESSAGE-----