-----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, J0TvGL1EBIob0UciCr+hUZrS/CDT/7JcHXwinaFH7ErIpIvIX9PrwZiaa4gjo4vo iM6Xn2mch296jgiEV3x36A== 0001015402-02-000629.txt : 20020414 0001015402-02-000629.hdr.sgml : 20020414 ACCESSION NUMBER: 0001015402-02-000629 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020225 GROUP MEMBERS: BRUCE R. BERKOWITZ GROUP MEMBERS: JEFFREY B. CITRIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 02557286 BUSINESS ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: STE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2129051104 MAIL ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: SUITE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALTOBELLO DANIEL JOSEPH CENTRAL INDEX KEY: 0001054970 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O GAMMAGE & BURNHAM STREET 2: 2 NORTH CENTRAL AVENUE 18TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6082564421 MAIL ADDRESS: STREET 1: C/O GAMMAGE & BURNHAM STREET 2: 2 NORTH CENTRAL AVENUE 18TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85004 SC 13D 1 doc1.txt SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (Name of Issuer) Shares of Beneficial Interest, par value $1.00 per share (Title of Class of Securities) 337400105 (CUSIP Number) Thomas J. Plotz Shaw Pittman LLP 2300 N Street, NW Washington D.C. 20037 Telephone: (202) 663-8000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 13, 2002 (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 that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec.240.13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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). (Continued on following pages) (Page 1 of 10 Pages) CUSIP NO. 337400105 13D PAGE 2 OF 10 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Daniel J. Altobello - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 7,424,903 OWNED BY ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,424,903 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,424,903 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 CUSIP NO. 337400105 13D PAGE 3 OF 10 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Bruce R. Berkowitz - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 7,424,903 OWNED BY ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,818,278 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,818,278 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 CUSIP NO. 337400105 13D PAGE 4 OF 10 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Jeffrey B. Citrin - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 7,424,903 OWNED BY ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,424,903 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,424,903 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates consists of the shares of beneficial interest, par value $1.00 per share (the "Shares"), of First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (the "Issuer"). The address of the Issuer's principal executive offices is 125 Park Avenue, 14th Floor, New York, New York 10017. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the filing persons are: Daniel J. Altobello ("Mr. Altobello"). Bruce R. Berkowitz ("Mr. Berkowitz"). Jeffrey B. Citrin ("Mr. Citrin" and together, with Mr. Altobello and Mr. Berkowitz, the "Reporting Persons"). (b) The business address for Mr. Altobello is 6550 Rock Spring Drive, Suite 550, Bethesda, Maryland 20817; the business address for Mr. Berkowitz is 51 JFK Parkway, Short Hills, New Jersey 07078; the business address for Mr. Citrin is 450 Park Avenue, New York, New York 10022. (c) Mr. Altobello's principal occupation is as immediate past Chairman of the Board of ONEX Food Services, Inc., an airline catering company, as a director of several public and private companies, and as a partner in and managing partner of the Altobello Family Limited Partnership. The principal business of such partnership is investing and consulting and is located at 6550 Rock Spring Drive, Bethesda, Maryland 20817. Mr. Berkowitz's principal occupation is as Managing Member of Fairholme Capital Management, L.L.C., a registered investment adviser ("Fairholme L.L.C."), and as president and director of Fairholme Funds, Inc., a registered investment company under the Investment Company Act of 1940; the principal address of such entities is 51 JFK Parkway, Short Hills, New Jersey 07078. Mr. Citrin's principal occupation is as president of Blackacre Capital Management LLC, a private fund engaged in real estate investment; the principal address of Blackacre is 450 Park Avenue, New York, New York 10022. (d) During the last five years, neither Mr. Altobello, Mr. Berkowitz nor Mr. Citrin has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Mr. Altobello, Mr. Berkowitz nor Mr. Citrin has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or 5 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) Mr. Altobello, Mr. Berkowitz and Mr. Citrin are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information contained in Item 4 is incorporated herein by this reference as if restated in full. ITEM 4. PURPOSE OF TRANSACTIONS (a) - (j) On February 13, 2002, the Issuer, Gotham Partners, L.P. ("Gotham"), Gotham Golf Partners, L.P. ("GGP"), Gotham Golf Corp. ("Gotham Golf") and certain other parties entered into an Agreement and Plan of Merger and Contribution (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions set forth therein, among other things, (a) the Issuer will merge with and into Gotham Golf, with Gotham Golf remaining as the surviving corporation, and (b) Gotham and certain of its affiliates shall contribute to Gotham Golf their equity interests in GGP, in exchange for shares of Gotham Golf ((a) and (b) collectively, the "Transactions"). In connection with the Transactions, holders of the Issuer's Shares will receive for each Share: (1) $2.20 in cash, subject to a penny-for-penny reduction for dividends paid on Shares until the consummation of the Transactions; (2) a choice of an additional $0.35 in cash (for a total of $2.55 per share) or approximately 1/174th of a debt instrument indirectly secured by the Issuer's principal real estate assets; and (3) three-fiftieths (3/50ths) of a subscription right, with each right exercisable to purchase shares of Gotham Golf at $20.00 per share, for up to an aggregate of approximately $41 million of common stock of Gotham Golf. In connection with the Merger Agreement, the Reporting Persons, each of whom is a member of the Issuer's Board of Trustees, along with Talton R. Embry ("Mr. Embry"), who is also a member of the Issuer's Board of Trustees, and Gotham (the "Shareholders") entered into a Voting Agreement (the "Voting Agreement") with the Issuer. Under the Voting Agreement, each Shareholder agreed to vote (or cause to be voted) the Shares beneficially owned by such Shareholder (subject to certain limitations) in favor of the Transactions and the Merger Agreement, and against (a) approval of any proposal made in opposition to or in competition with the transactions contemplated by the Merger Agreement; (b) any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of the Issuer or any of its subsidiaries, with or involving any party other than as contemplated by the Merger Agreement; (c) any liquidation or winding up of the Issuer; (d) any extraordinary dividend by the Issuer; (e) any change in the capital structure of the Issuer 6 (other than pursuant to the Merger Agreement) or (f) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement, which would adversely affect the Issuer, Gotham or their respective abilities to consummate the transactions contemplated by the Merger Agreement. In furtherance of this agreement, each Shareholder granted to certain officers or agents of Gotham an irrevocable proxy to vote certain of his Shares, as set forth in Exhibit 1 to the Voting Agreement, in accordance with the foregoing. Further, under the Voting Agreement, certain Shareholders, including the Reporting Persons, agreed not to sell, transfer, pledge, encumber, grant, assign or otherwise dispose of any of their Shares subject to the Voting Agreement during the term of the Voting Agreement, except for (a) transfers to any wholly owned and controlled affiliates if such affiliates agree in writing to be bound by the terms of the Voting Agreement and (b) transfers by operation of law if (i) the transferor remains and agrees in writing to remain and (ii) the transferee agrees in writing to be, bound by the terms of the Voting Agreement. In the case of Mr. Embry, who is not one of the Reporting Persons, such Shareholder agreed that, in the case of any transfer of 50,000 or more Shares by such Shareholder and his affiliates to any other person or such person's affiliates in any one or series of negotiated transactions, the transferee of such Shares must first agree in writing to be bound by the terms of the Voting Agreement. The Voting Agreement provides that it will terminate on the earlier of (a) the consummation of the transactions contemplated by the Merger Agreement and (b) the termination of the Merger Agreement according to its terms. References to and the descriptions of the Merger Agreement and the Voting Agreement as set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement, filed as Exhibit 2.1 to Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2002, and the Voting Agreement, filed as Exhibit 10.7 to Amendment No. 44 of the Statement on Schedule 13D filed with the Securities and Exchange Commission by Gotham with respect to its ownership of the Issuer's Shares on February 19, 2002, both of which are incorporated herein by reference in their entirety where such references and descriptions appear. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) The information contained in Item 4 is incorporated herein by this reference as if restated in full. By virtue of the Voting Agreement, each Reporting Person may be deemed to share with the other Shareholders voting and dispositive power over the Shares 7 subject to the Voting Agreement. Accordingly, the combined interest of the Reporting Persons is 7,424,903 Shares, which aggregate represents approximately 21.3% of the outstanding Shares of the Issuer. In addition, Fairholme L.L.C., a registered investment advisor of which Mr. Berkowitz is managing member, shares dispositive power with certain of its clients over an additional 393,375 Shares, giving Mr. Berkowitz total beneficial ownership of 7,818,278 Shares, or approximately 22.5% of the outstanding Shares of the Issuer. Mr. Citrin's Shares include 1,527 Shares owned directly by Mr. Citrin and 3,809 Shares owned by his minor children. Mr. Citrin's Shares also include 2,634 Shares owned by his spouse, beneficial ownership of which Mr. Citrin disclaims, but which have been included in the Voting Agreement. The aggregate number of Shares includes 5,841,233 and 1,529,600 Shares owned by Gotham and Mr. Embry, respectively, but does not include 970,940 Shares with respect to which Mr. Embry shares voting power but which are not subject to the Voting Agreement. (c) The information contained in Item 4 is incorporated herein by reference as if restated in full. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information contained in Item 4 is incorporated herein by reference as if restated in full. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit Description - ------- ----------- 99.1 Statement pursuant to Rule 13d-1(k) (filed herewith). 99.2 Agreement and Plan of Merger and Contribution, dated as of February 13, 2002, by and among First Union Real Estate Equity and Mortgage Investments, that certain Ohio trust, declared as of October 1, 1996, by Adolph Posnick, trustee, First Union Management, Inc., Gotham Partners, L.P., Gotham Golf Partners, L.P., Gotham Golf Corp., GGC Merger Sub, Inc., Florida Golf Properties, Inc. and Florida Golf Associates, L.P. (incorporated by reference to Exhibit 2.1 to Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2002). 8 99.3 Voting Agreement, dated as of February 13, 2002 by and among First Union Real Estate Equity and Mortgage Investments, Gotham Partners, L.P. (individually and on behalf of its controlled affiliates), Daniel J. Altobello, Bruce R. Berkowitz, Jeffrey B. Citrin, and Talton R. Embry (incorporated by reference to Exhibit 10.7 to Amendment No. 44 of the Statement on Schedule 13D filed with the Securities and Exchange Commission by Gotham with respect to its ownership of the Issuer's Shares on February 19, 2002). 99.4 Power of Attorney for Daniel J. Altobello (filed herewith). 99.5 Power of Attorney for Bruce R. Berkowitz (filed herewith). 99.6 Power of Attorney for Jeffrey B. Citrin (filed herewith). 9 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. Dated: February 25, 2002 /s/ Daniel J. Altobello* ------------------------------------- Daniel J. Altobello /s/ Bruce R. Berkowitz* ------------------------------------- Bruce R. Berkowitz /s/ Jeffrey B. Citrin* ------------------------------------- Jeffrey B. Citrin *By: /s/ Thomas J. Plotz ------------------------------------- Thomas J. Plotz, Attorney-in-fact 10 EX-99.1 3 doc2.txt Exhibit 99.1 STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned agree that this Schedule 13D shall be filed on behalf of each of them. /s/ Daniel J. Altobello* ------------------------------------- Daniel J. Altobello /s/ Bruce R. Berkowitz* ------------------------------------- Bruce R. Berkowitz /s/ Jeffrey B. Citrin* ------------------------------------- Jeffrey B. Citrin *By: /s/ Thomas J. Plotz ------------------------------------- Thomas J. Plotz, Attorney-in-fact Dated: February 25, 2002 EX-99.4 4 doc3.txt February 15, 2002 Exhibit 99.4 POWER OF ATTORNEY ----------------- The undersigned, Daniel J. Altobello, hereby constitutes and appoints Thomas J. Plotz, of Shaw Pittman LLP, Washington, D.C., with full power of substitution, his true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership of the undersigned of shares of the capital stock of First Union Real Estate Equity and Mortgage Investments, a business trust organized under the laws of the State of Ohio, including but not limited to, any Schedule 13D or Schedule 13G and any amendment thereto to be filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and ever act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done. /s/ Daniel J. Altobello ------------------------------------- Daniel J. Altobello EX-99.5 5 doc4.txt February 15, 2002 Exhibit 99.5 POWER OF ATTORNEY ----------------- The undersigned, Bruce R. Berkowitz, hereby constitutes and appoints Thomas J. Plotz, of Shaw Pittman LLP, Washington, D.C., with full power of substitution, his true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership of the undersigned of shares of the capital stock of First Union Real Estate Equity and Mortgage Investments, a business trust organized under the laws of the State of Ohio, including but not limited to, any Schedule 13D or Schedule 13G and any amendment thereto to be filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and ever act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done. /s/ Bruce R. Berkowitz ------------------------------------- Bruce R. Berkowitz EX-99.6 6 doc5.txt February 15, 2002 Exhibit 99.6 POWER OF ATTORNEY ----------------- The undersigned, Jeffrey B. Citrin, hereby constitutes and appoints Thomas J. Plotz, of Shaw Pittman LLP, Washington, D.C., with full power of substitution, his true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership of the undersigned of shares of the capital stock of First Union Real Estate Equity and Mortgage Investments, a business trust organized under the laws of the State of Ohio, including but not limited to, any Schedule 13D or Schedule 13G and any amendment thereto to be filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and ever act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done. /s/ Jeffrey B. Citrin ------------------------------------- Jeffrey B. Citrin -----END PRIVACY-ENHANCED MESSAGE-----