-----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, C7Shg16O0EYjgh8jOjQEw10Vyue3FGtmSqb2QUA28obj+zcsZn9GERnR/asahdDk QWwH5oYkVgxQIDyC2ZP0xg== 0000899140-96-000479.txt : 19960930 0000899140-96-000479.hdr.sgml : 19960930 ACCESSION NUMBER: 0000899140-96-000479 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960927 SROS: NASD GROUP MEMBERS: JONATHAN L. STEINBERG GROUP MEMBERS: WISDOM TREE CAPITAL MANAGEMENT INC GROUP MEMBERS: WISDOMTREE ASSOCIATES, L.P. GROUP MEMBERS: WISDOMTREE OFFSHORE, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTIME INC CENTRAL INDEX KEY: 0000876343 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943127919 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42290 FILM NUMBER: 96636371 BUSINESS ADDRESS: STREET 1: 935 PARDEE ST CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108459535 MAIL ADDRESS: STREET 1: 935 PARDEE STREET CITY: BERKELEY STATE: CA ZIP: 94710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISDOM TREE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001011300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133729429 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128432777 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHDEULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BioTime, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 09066L105 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Scot A. Rosenblum WisdomTree Associates, L.P. 1633 Broadway, 38th Floor New York, New York 10019 (212) 843-2782 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Roger D. Blanc Willkie Farr & Gallagher 153 East 53rd Street New York, NY 10022 (212) 821-8000 September 17, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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: |_| Check the following box if a fee is being paid with this statement: [X] 2 SCHEDULE 13D - ---------------------------------- ------------------------------ CUSIP No. 09066L105 Page 2 of 16 Pages ------------------------ ------- ------- - ---------------------------------- ------------------------------ - ---- --------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Capital Management, Inc. I.D. #13-3729429 - ---- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - ---- --------------------------------------------------------------------------- 3 SEC USE ONLY - ---- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ---- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------- --------- ------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock --------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 176,000 shares of Common Stock OWNED BY EACH --------- ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock --------- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 176,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 176,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ---- --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.33% - ---- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---- --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D - ---------------------------------- ------------------------------- CUSIP No. 09066L105 Page 3 of 16 Pages ------------------------ ------- ------- - ---------------------------------- ------------------------------- - ---- --------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Associates, L.P. I.D. #13-3729430 - ---- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - ---- --------------------------------------------------------------------------- 3 SEC USE ONLY - ---- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------- --------- ------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock --------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 151,000 shares of Common Stock OWNED BY EACH --------- ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock --------- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 151,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 151,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ---- --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% - ---- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---- --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D - -------------------------------- ------------------------------ CUSIP No. 09066L105 Page 4 of 16 Pages ---------------------- ------- ------- - -------------------------------- ------------------------------ - ---- --------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Offshore, Ltd. - ---- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - ---- --------------------------------------------------------------------------- 3 SEC USE ONLY - ---- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------- --------- ------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock --------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 25,000 shares of Common Stock OWNED BY EACH -------- ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock -------- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 25,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 25,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ---- --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.90% - ---- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ---- --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D - ----------------------------------- -------------------------------- CUSIP No. 09066L105 Page 5 of 16 Pages ------------------------- ------- ------- - ----------------------------------- -------------------------------- - ---- --------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonathan L. Steinberg I.D. ####-##-#### - ---- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - ---- --------------------------------------------------------------------------- 3 SEC USE ONLY - ---- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ---- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------- --------- ------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock --------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 176,000 shares of Common Stock OWNED BY EACH --------- ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock --------- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 176,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 176,000 shares of Common Stock - ---- --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ---- --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.33% - ---- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---- --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 Item 1. Security and Issuer. This statement on Schedule 13D, dated September 27, 1996, relates to the common stock, no par value (the "Common Stock") of BioTime, Inc., a Delaware corporation (the "Company"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. The address of the principal executive offices of the Company is 935 Pardee Street, Berkeley, California 94710. Item 2. Identity and Background. This Schedule 13D is being filed on behalf of WisdomTree Associates, L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the "General Partner"), WisdomTree Offshore, Ltd. ("WisdomTree Offshore") and Jonathan L. Steinberg ("Mr. Steinberg" and collectively, the "Reporting Entities"). The Partnership and the General Partner are each organized in the State of New York and WisdomTree Offshore is incorporated under the laws of the Cayman Islands. The business address of the Partnership, the General Partner and Mr. Steinberg is 1633 Broadway, 38th Floor, New York, New York 10019. The business address of WisdomTree Offshore is Zephyr House, 5th Floor, P.O. Box 1561, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The present principal employment of Mr. Steinberg is as Chairman, Chief Executive Officer and Treasurer of Individual Investor Group, Inc. ("I.I. Group"), as Chairman, Chief Executive Officer and Treasurer of the General Partner and as co-manager of 8 the Partnership. The business address of I.I. Group is 1633 Broadway, 38th Floor, New York, New York 10019. The principal business of the Partnership is as an investment fund that invests and reinvests in securities of relatively small, less well-known public companies. The principal business of WisdomTree Offshore is as an offshore investment fund that invests and reinvests in securities of relatively small, less well-known public companies. The principal business of the General Partner is management of the Partnership. The name, business address and principal employment of the executive officers and directors of the General Partner, I.I. Group and WisdomTree Offshore are set forth in Schedule A hereto and are incorporated by reference. During the last five years, neither the Reporting Entities nor, to the best of the Reporting Entities' knowledge, any of the other persons identified in Schedule A 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 as a result of which such person 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. All of the persons listed in Schedule A are United States citizens, with the exception of Christopher Wetherhill, 9 who is a citizen of Bermuda, and Charles Quin, who is a citizen of the Cayman Islands. Item 3. Source and Amount of Funds or Other Consideration. The 151,000 shares of Common Stock of the Company acquired by the Partnership were acquired in brokered transactions for an aggregate purchase price of $2,781,132.12 (the "Partnership Purchases"). The 25,000 shares of Common Stock purchased by WisdomTree Offshore (the "Offshore Purchases") were acquired in brokered transactions for an aggregate purchase price of $504,645. The source of funds for the Partnership Purchases was investment capital contributed by the Partnership. The source of funds for the Offshore Purchases was investment capital contributed by WisdomTree Offshore. Item 4. Purpose of Transaction. The Reporting Entities have acquired the shares of Common Stock for the purpose of investment. The Reporting Entities may maintain their investment at current levels or sell all or a part of their investment. In any such case, the decision by the Reporting Entities would depend upon a continuing evaluation of the Company's business, prospects and financial condition, the market for shares of Common Stock, other investment opportunities available to the Reporting Entities, general economic conditions, stock market conditions, availability of funds and other factors and future developments that the Reporting Entities may deem relevant from time to time. Any acquisition or disposition of shares of Common Stock by the 10 Reporting Entities may be effected through open market or privately negotiated transactions, or otherwise. Except to the extent set forth above, or in any other Item hereof, the Reporting Entities and, to the best of their knowledge, the persons listed in Schedule A hereto, do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of September 26, 1996, the Partnership beneficially owned a total of 151,000 shares of the Common Stock of the Company, the General Partner beneficially owned a total of 176,000 shares of the Common Stock of the Company, WisdomTree Offshore beneficially owned a total of 25,000 shares of the Common Stock of the Company and Mr. Steinberg beneficially owned a total of 176,000 shares of the Common Stock of the Company, constituting 5.43%, 6.33%, 0.90% and 6.33%, respectively, of the shares of Common Stock then outstanding, based on 2,782,071 shares of Common Stock outstanding as disclosed in the Company's quarterly report on Form 10-K for the year ended June 30, 1996. As of September 26, 1996, the Reporting Entities beneficially owned a total of 176,000 shares of the Common Stock of the Company, constituting 6.33% of the shares of Common Stock then outstanding. To the best of the knowledge of the Reporting Entities, none of the individuals listed on Schedule A, with the exception of Mr. Steinberg, beneficially owns any shares of the 11 Common Stock of the Company, except pursuant to their interests in the Partnership, the General Partner and WisdomTree Offshore. (b) The Partnership, the General Partner, Mr. Steinberg and Russell Anmuth, a Vice President of the Investment Manager, co-manager of the Partnership and co-manager of WisdomTree Offshore, share voting and dispositive power with respect to 151,000 shares of Common Stock. WisdomTree Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and dispositive power with respect to 25,000 shares of Common Stock. To the best of the knowledge of the Reporting Entities, none of the individuals listed on Schedule A, with the exception of Mr. Steinberg and Mr. Anmuth, has any voting or dispositive power with respect to shares of Common Stock. (c) Information concerning transactions in Common Stock effected by the Reporting Entities during the past 60 days is set forth in Schedule B hereto and is incorporated by reference. Except as set forth in Schedule B, no transactions in Common Stock have been effected by any of the Reporting Entities or, to the best of the knowledge of the Reporting Entities, by any of the persons identified in Schedule A, 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. Neither the Reporting Entities nor, to the best of the Reporting Entities' knowledge, any of the individuals listed on Schedule A hereto, has any contracts, arrangements, 12 understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's 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, with the exception of Margin Agreements by and between Paine Webber and each of the Partnership and WisdomTree Offshore. Item 7. Material to be Filed as Exhibits. 1. Margin Agreement by and between Paine Webber Incorporated and the Partnership (incorporated herein by reference to the Exhibit to the Schedule 13D with respect to the Common Stock, $0.01 par value, of Target Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20, 1996). 2. Margin Agreement by and between Paine Webber Incorporated and WisdomTree Offshore (incorporated herein by reference to the Exhibit to the Schedule 13D with respect to the Common Stock, $0.01 par value, of Target Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20, 1996). 13 SCHEDULE A The following table sets forth the name and principal employment of each of the officers and directors of WisdomTree Capital Management, Inc. and Individual Investor Group, Inc., as well as the business address of each director of such entities not employed by such entities. WisdomTree Capital Management, Inc. Position - -------------------- -------- Jonathan L. Steinberg Chairman, Chief Executive Officer, Treasurer and Director Robert Schmidt President and Director Scot Rosenblum Vice President, Secretary and Director Russell Anmuth Vice President Individual Investor Group, Inc. Position - -------------------- -------- Jonathan L. Steinberg Chairman, Chief Executive Officer and Director Robert Schmidt President, Chief Operating Officer and Director Scot Rosenblum Vice President, Secretary and Director Henry Clark Controller and Assistant Secretary Peter M. Ziemba Assistant Secretary Bruce Sokoloff Director; Executive Vice President, Reliance Group Holdings, Inc., 55 East 52nd Street, New York, New York 10055 WisdomTree Offshore, Ltd. Position - ------------------------- -------- Jonathan L. Steinberg Vice President Scot Rosenblum Chairman, Vice President and Director 14 Christopher Wetherhill President and Director; Chief Executive Officer, The Hemisphere Group Limited, Hemisphere House, 9 Church Street, Hamilton, Bermuda Charles Quin Director; Partner, Quin & Hampson, George Town, Grand Cayman, Cayman Islands. 15 SCHEDULE B The Partnership - --------------- 1. On July 29, 1996, the Partnership purchased 6,000 shares of Common Stock of the Company in brokered transactions at a price of $19.19 per share. 2. On July 30, 1996, the Partnership purchased 5,000 shares of Common Stock of the Company in brokered transactions at a price of $19.25 per share. 3. On August 19, 1996, the Partnership purchased 10,000 shares of Common Stock of the Company in brokered transactions at a price of $21.34 per share. 4. On August 20, 1996, the Partnership purchased 2,000 shares of Common Stock of the Company in brokered transactions at a price of $19.95 per share. 5. On August 21, 1996, the Partnership purchased 2,000 shares of Common Stock of the Company in brokered transactions at a price of $20.32 per share. 6. On September 17, 1996, the Partnership purchased 7,500 shares of Common Stock of the Company in brokered transactions at a price of $19.88 per share. 7. On September 19, 1996, the Partnership purchased 2,500 shares of Common Stock of the Company in brokered transactions at a price of $18.51 per share. 8. On September 25, 1996, the Partnership purchased 18,000 shares of Common Stock of the Company in brokered transactions at a price of $19.58 per share. 9. On September 26, 1996, the Partnership purchased 7,000 shares of Common Stock of the Company in brokered transactions at a price of $19.96 per share. WisdomTree Offshore - ------------------- 1. On August 27, 1996, WisdomTree Offshore purchased 8,000 shares of Common Stock of the Company in brokered transactions at a price of $22.16 per share. 2. On August 28, 1996, WisdomTree Offshore purchased 2,000 shares of Common Stock of the Company in brokered transactions at a price of $22.07 per share. 3. On September 17, 1996, WisdomTree Offshore purchased 2,500 shares of Common Stock of the Company in brokered transactions at a price of $19.88 per share. 16 4. On September 18, 1996, WisdomTree Offshore purchased 2,500 shares of Common Stock of the Company in brokered transactions at a price of $19.01 per share. 5. On September 19, 1996, WisdomTree Offshore purchased 2,500 shares of Common Stock of the Company in brokered transactions at a price of $18.51 per share. 6. On September 20, 1996, WisdomTree Offshore purchased 7,500 shares of Common Stock of the Company in brokered transactions at a price of $18.63 per share. 17 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: September 27, 1996 WISDOMTREE ASSOCIATES, L.P. By: WisdomTree Capital Management, Inc., General Partner By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Vice President Dated: September 27, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Vice President Dated: September 27, 1996 WISDOMTREE OFFSHORE, LTD. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Director Dated: September 27, 1996 By:/s/ Jonathan L. Steinberg ------------------------- Jonathan L. Steinberg -----END PRIVACY-ENHANCED MESSAGE-----