-----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, OAopTk/I1FmhWuD43yjRBse/VUZSNoIaJQjLRzPgn6NMmIOUW3awjElPMor8Abdi wATj4KCy45ioHJGGYjfPfw== 0000950134-96-000060.txt : 19960112 0000950134-96-000060.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950134-96-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960110 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICH CORP /DE/ CENTRAL INDEX KEY: 0000049588 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 436069928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20379 FILM NUMBER: 96502514 BUSINESS ADDRESS: STREET 1: 500 NORTH AKARD STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 954-7111 MAIL ADDRESS: STREET 1: P.O. BOX 2699 STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN LIFE CORP DATE OF NAME CHANGE: 19940808 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP/CONSOL NAT/RTS/CFR/MOD AMER LIFE INS/SW LIFE INS/CF DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS INC/AR/ CENTRAL INDEX KEY: 0000908880 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 710641478 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 CENTER STREET CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013772588 MAIL ADDRESS: STREET 1: 111 CENTER STREET CITY: LITTLE ROCK STATE: AR ZIP: 72201 SC 13D/A 1 AMENDMENT NO.1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 I.C.H. Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 449264 10 0 ------------------------ (CUSIP Number) Todd C. Ferguson 111 Center Street Little Rock, Arkansas 72201 (501) 374-4361 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 26, 1995 ------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 2 SCHEDULE 13D CUSIP NO. 449264 10 0 PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephens Inc. I.R.S. No. 71-0641478, and its ultimate parent, Stephens Group, Inc. I.R.S. No. 71-0211822(1) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / Not applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arkansas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 45,692(2) SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 45,692(2) PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,692(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (1) Unless otherwise specified, all information provided herein applies to both Stephens Group, Inc. and Stephens Inc. On February 11, 1994, 4,456,820 shares of Issuer's Common Stock were initially purchased directly by Stephens Inc. On December 7, 1994, the 4,456,820 shares of Issuer's Common Stock were sold to Stephens Group, Inc., the ultimate parent corporation of Stephens Inc. Stephens Inc., however, retained record ownership of these shares which were held in a broker's account for the benefit of Stephens Groups Inc. The remaining 45,692 shares of common stock issuable pursuant to the exercise of Series 1986-A Convertible Preferred Stock are held directly by Stephens Group, Inc. (2) Represents shares of common stock of the Issuer issuable upon conversion of 59,400 shares of Series 1986-A Convertible Preferred Stock beneficially owned by Stephens Group, Inc.. (3) Based upon 47,036,485 shares of common stock of Issuer issued and outstanding as of November 14, 1995. Page 2 of 6 3 ITEM 1. SECURITY AND ISSUER The class of securities to which this statement relates is the Common Stock, par value $1.00 per share (the "Common Stock") of I.C.H. Corporation, a Delaware corporation (the "Issuer"), the principal executive offices of which are located at 500 North Akard Street, Dallas, Texas 75201. ITEM 2. IDENTITY AND BACKGROUND 1. (a)-(c) and (f) This statement is filed on behalf of the reporting person, Stephens Inc., an Arkansas corporation, whose principal business and executive offices are located at 111 Center Street, Little Rock, Arkansas 72201. The principal business of Stephens Inc. is investment banking. The following information is provided with respect to all executive officers, directors and controlling persons of Stephens Inc. all of whom are citizens of or domiciled in the United States:
PRINCIPAL BUSINESS POSITION WITH NAME OCCUPATION EMPLOYER ADDRESS REPORTING PERSON ---- ---------- -------- ------- ---------------- Jackson T. Stephens Investment Banker Stephens Inc. 111 Center Street Chairman Little Rock, AR 72201 Warren A. Stephens Investment Baker Stephens Inc. 111 Center Street President and Little Rock, AR 72201 Director Bess Stephens Retired N/A 111 Center Street Director Little Rock, AR 72201 Wilton R. Stephens, Investment Banker Stephens Inc. 111 Center Street Director Jr. Little Rock, AR 72201 Jon E.M. Jacoby Investment Banker Stephens Inc. 111 Center Street Executive Vice Little Rock, AR 72201 President and Director W.R. Walker Oil & Gas/Real Stephens 623 Garrison Ave. Director Estate Production Fort Smith, AR 72201 Company, Inc. Vernon J. Giss Retired N/A 111 Center Street Director Little Rock, AR 72201 Craig Campbell Investment Banker Stephens Inc. 111 Center Street Director Little Rock, AR 72201 I. Ernest Butler, Jr. Investment Banker Stephens Inc. 111 Center Street Executive Vice Little Rock, AR 72201 President and Director
(d) None. (e) None. 2. (a)-(f) Stephens Group, Inc. is the ultimate parent of Stephens Inc. Stephens Group, Inc. is engaged in the principal business of making private investments in a variety of other businesses. The principal executive offices of Stephens Group, Page 3 of 6 4 Inc. are located at 111 Center Street, Little Rock, Arkansas 7 2201. The executive officers, directors and controlling persons of Stephens Group, Inc. are the same as those listed above for Stephens Inc. All information provided in subsection 1 of Item 2 with respect to such persons is incorporated by reference into this subsection 2 of Item 2. THE FOLLOWING ITEMS 3 THROUGH 6 ARE PROVIDED AS TO EACH REPORTING PERSON SET FORTH ABOVE. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not Applicable. ITEM 4. PURPOSE OF TRANSACTION Effective December 1, 1995, Stephens Group, Inc. and Carr Securities Corp. ("Carr") executed a Stock Purchase Agreement ("Stock Purchase Agreement") pursuant to which Stephens Group, Inc. sold 4,456,820 shares of Issuer's Common Stock (the "Shares") to Carr. At the closing on December 26, 1995, Stephens Inc., the record holder of the Shares, delivered to Carr a certificate evidencing the Shares and endorsed for transfer by Stephens Inc. Neither Stephens Inc. or Stephens Group, Inc. has any plans or proposals which relate to or would result in the occurrence of the events described in Items 4(a)-(j). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, Stephens Inc. no longer holds any equity securities of the Issuer. Stephens Group, Inc. beneficially owns 45,692 shares of Common Stock issuable upon the conversion of 59,400 shares of Series 1986-A Convertible Preferred Stock, which represents approximately .01% of the outstanding Common Stock of the Issuer. (b) Stephens Group, Inc. has sole voting and dispositive power with respect to the 45,692 shares of Common Stock it beneficially owns. (c) On December 4, 1995, Stephens Group, Inc. sold 159,800 shares of the Issuer's Common Stock in an open market sale for $.01 per share. On December 7, 1994, direct beneficial ownership of 4,456,820 shares of Issuer's Common Stock was transferred by Stephens Inc. to Stephens Group, Inc., the ultimate parent corporation of Stephens Inc., for a purchase price of approximately $3.19 per share. Stephens Inc., however, retained record ownership of these shares in a broker's account for the benefit of Stephens Group, Inc. because Stephens Inc. is a registered broker/dealer. Page 4 of 6 5 (d) None. (e) Stephens Group, Inc., together with its affiliates (including Stephens Inc.), ceased to be the beneficial owner or more than 5% of Issuer's Common Stock on December 26, 1995. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 7, 1994, Stephens Inc. transferred 4,456,820 shares of Issuer's Common Stock to Stephens Group, Inc. for a purchase price of approximately $3.19 per share. Attached as Exhibit 99(a) to this Schedule 13D is a copy of the Stock Purchase Agreement, dated as of December 1, 1995, by and between Stephens Group, Inc. and Carr Securities Corp., pursuant to which Stephens Group, Inc. sold 4,456,820 shares of Issuer's Common Stock for a purchase price of $2,500.00. To the best knowledge of the undersigned, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99 (a) Stock Purchase Agreement, dated as of December 1, 1995, by and between Stephens Group, Inc. and Carr Securities Corp. Page 5 of 6 6 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 as of January 9, 1996 STEPHENS INC. By: /s/ David A. Knight ------------------------- David A. Knight Senior Vice President STEPHENS GROUP, INC. By: /s/ C. Ray Gash ------------------------- C. Ray Gash Senior Vice President Page 6 of 6 7 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.(a) Stock Purchase Agreement, dated as of December 1, 1995, by and between Stephens Group, Inc. and Carr Securities Corp.
EX-99.(A) 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT 99.(a) STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 1, 1995, is by and between Stephens Group, Inc. ("Seller"), and Carr Securities Corp. ("Purchaser"). WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, 4,456,820 shares of the issued and outstanding common stock of I.C.H. Corporation, a Delaware corporation ("ICH"), upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I. Certain Definitions As used in this Agreement the following terms shall have the following respective meanings: Section 1.1. "Closing" shall mean the consummation of the transactions contemplated by Section 2.1 of this Agreement. Section 1.2. "Shares" shall mean 4,456,820 shares of the issued and outstanding shares of common stock of ICH. ARTICLE II. Sale of Stock; Closing Section 2.1. Purchase and Sale. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, at the Closing, Seller will sell the Shares to Purchaser and Purchaser will purchase the Shares from Seller. At the Closing, Purchaser will wire transfer, in immediately available funds, to the account specified by Seller, $2,500.00 (the "Purchase Price") in United States dollars. At the Closing, Seller shall cause its nominee and affiliate, Stephens Inc., the record holder of the 1 2 Shares, to deliver to Purchaser ICH Stock Certificate No. LB134066 representing the Shares, accompanied by a stock power duly executed in blank and shall take such steps (including, without limitation, causing its counsel to deliver any opinion required by ICH's transfer agent) as shall be necessary to cause ICH to enter the Purchaser or its nominee(s) upon the books of ICH as the holder of the Shares and to issue one or more share certificates to Purchaser or its nominee(s) representing the Shares. Section 2.2. Time and Place of Closing. The Closing shall take place on the Closing Date at such time and place as the parties may mutually agree (the "Closing Date"). ARTICLE III. Representations and Warranties of Seller Seller hereby represents and warrants to Purchaser as follows: Section 3.1. (a) Seller is a corporation duly incorporated and validly existing under the laws of State of Arkansas and Seller has all requisite corporate power and authority to own the Shares. (b) Seller has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Seller's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller, its Board of Directors and stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller's charter or By-laws or similar organizational instrument and do not and will not conflict with or constitute a default under any instrument, agreement or document to which Seller is a party or by which it is 2 3 bound, or to the knowledge of Seller, any order of any court applicable to ICH or Seller. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Purchaser, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Seller is the lawful beneficial owner of the Shares and has complete and unrestricted right to sell, transfer, assign and convey the Shares to Purchaser. Upon consummation of the transaction as contemplated by this Agreement, Seller will deliver to Purchaser good and marketable title to the Shares free and clear of any liens, claims, charges, security interests, options or other legal or equitable encumbrances. (d) No filing with, approval by or consent of any governmental authority, court, regulatory agency or other person is required in order for Seller to consummate the transactions contemplated by this Agreement. ARTICLE IV. Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Seller as follows: Section 4.1. (a) Purchaser is a corporation duly incorporated and validly existing under the laws of the State of New York. Purchaser has full corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Purchaser's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of the Board of Directors and stockholders of Purchaser. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate 3 4 any provision of the Certificate of Incorporation or By-Laws of Purchaser and do not and will not conflict with or constitute a default under any instrument, agreement or document to which Purchaser is a party or by which it is bound. This Agreement has been duly executed and delivered by Purchaser, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Purchaser. (b) Purchaser acknowledges that ICH has filed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, and that Seller has made no representations and warranties with respect to (i) the financial condition of ICH, (ii) the value, if any, of the Shares or (iii) any possibility that the owner of the Shares will receive a payment or distribution in connection with the bankruptcy proceedings. (c) Purchaser is purchasing the Shares solely for the purpose of investment and not with a view to distribution within the meaning of the Securities Act. Purchaser recognizes that the Shares have not been and will not be registered under the Securities Act and further acknowledges that it has been fully advised as to the applicable limitations upon resale of the Shares, including the need to hold such shares indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available. ARTICLE V. Covenants of Seller and Purchaser Section 5.1. Further Assurances. Seller and Purchaser agree that, from time to time, whether at or after the Closing Date, each of them will execute and deliver such further instruments of conveyance and transfer and take such other action as may be necessary to carry out the purposes and intents of this Agreement. 4 5 ARTICLE VI. Conditions of Purchaser's Obligation to Close Purchaser's obligation to consummate the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions: Section 6.1. Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement shall be true in all material respects on and as of the Closing Date. Section 6.2. No Injunction. At the Closing Date, there shall be no injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that is in effect that restrains or prohibits the consummation of the Stock Purchaser. ARTICLE VII. Conditions to Seller's Obligations to Close Seller's obligation to consummate the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions: Section 7.1. Representations and Warrants of Purchaser. The representations and warranties of Purchaser contained in this Agreement shall be true in all material respects on and as of the Closing Date. Section 7.2. No Injunction. At the Closing Date, there shall be no injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that is in effect that restrains or prohibits the consummation of the Stock Purchase. 5 6 ARTICLE VIII. Termination Section 8.1. Termination. This Agreement may be terminated at any time prior to the Closing by the mutual consent of Seller and Purchaser. Section 8.2. Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Section 9.3 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. ARTICLE IX. Miscellaneous Section 9.1. No Broker. Each of the parties represent that no broker or finder has been employed by either of them in connection with the transactions contemplated hereby. Section 9.2. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Section 9.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law principles thereof. 6 7 Section 9.4. Expenses. Whether the Closing does or does not occur, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Section 9.5. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally or by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below. Notices to Seller shall be addressed to: Stephens Group, Inc. 111 Center Street Little Rock, Arkansas 72201 Attn: David A. Knight Tel: (501) 377-2573 Fax: (501) 377-2677 or at such other address and to the attention of such other person as Seller may designate by written notice to Purchaser. Notices to Purchaser shall be addressed to: Carr Securities Corp. One Penn Plaza Suite 4720 New York, New York 10019 Attn: Walter P. Carucci with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attn: Louis J. Bevilacqua Tel: (212) 504-6000 Fax: (212) 504-6666 or at such other address and to the attention of such other person as Purchaser may designate by written notice to Seller. 7 8 Section 9.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party hereto will assign its rights or delegate its obligations under this Agreement without the express prior written consent of each other party hereto. Section 9.7. Headings; Definitions. The section and article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. Section 9.8. Amendment and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Either party hereto may, only by an instrument in writing, waive compliance by the other party hereto with any term or provision of this Agreement on the part of such party hereto to be performed or complied with. The waiver by any party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. 8 9 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as of the day first above written. STEPHENS GROUP, INC. By: /s/ C. Ray Gash ------------------------------ Name: C. Ray Gash Title: Senior Vice President CARR SECURITIES CORP. By: /s/ Walter Caracci ------------------------------ Name: Walter Caracci Title: President 9 -----END PRIVACY-ENHANCED MESSAGE-----