-----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, Te9dB8cAF/UGVSY+WOlV9yRKrxgwqxB5kwaecZRv4/p+578a0r0HLYIwnalCeEP2 lh3ClgGnEZYh7dazMF2hnA== 0000914317-98-000289.txt : 19980504 0000914317-98-000289.hdr.sgml : 19980504 ACCESSION NUMBER: 0000914317-98-000289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980501 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARK SOLUTIONS INC CENTRAL INDEX KEY: 0000807397 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 112864481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40053 FILM NUMBER: 98608515 BUSINESS ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 9738930500X119 MAIL ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 FORMER COMPANY: FORMER CONFORMED NAME: SHOWCASE COSMETICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) MARK SOLUTIONS, INC. (Name of issuer) Common Stock, $.01 Par Value Per Share (Title of class of securities) 570418-10-3 (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 15, 1997 - -------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule ss. 240.13d-7 Page 1 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Marquise LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 239,439 11. Aggregate Amount Beneficially Owned by Each Reporting Person 239,439 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.4% 14. Type of Reporting Person (See Instructions) OO Page 2 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Management LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Connecticut Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 239,439 11. Aggregate Amount Beneficially Owned by Each Reporting Person 239,439 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.4% 14. Type of Reporting Person (See Instructions) OO Page 3 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Charles E. Davidson I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 239,439 11. Aggregate Amount Beneficially Owned by Each Reporting Person 239,439 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.4% 14. Type of Reporting Person (See Instructions) IN Page 4 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Special Situations 1996, LP I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 126,534 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 126,534 11. Aggregate Amount Beneficially Owned by Each Reporting Person 126,534 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.7% 14. Type of Reporting Person (See Instructions) PN Page 5 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Special Situations 1996 Institutional, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 26,303 Reporting Person With 9. Sole Dispositive Power 10. Shared Dispositive Power (see Item 5 below) 26,303 11. Aggregate Amount Beneficially Owned by Each Reporting Person 26,303 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) PN Page 6 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Special Situations 1996 Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 7,404 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 7,404 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,404 12. Check if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 0.0% 14. Type of Reporting Person (See Instructions) CO Page 7 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, LP I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 29,896 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 29,896 11. Aggregate Amount Beneficially Owned by Each Reporting Person 29,896 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) PN Page 8 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 160,241 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 160,241 11. Aggregate Amount Beneficially Owned by Each Reporting Person 160,241 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.9% 14. Type of Reporting Person (See Instructions) OO Page 9 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Wexford Euris Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check 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 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 29,896 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 29,896 11. Aggregate Amount Beneficially Owned by Each Reporting Person 29,896 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) OO Page 10 of 21 Pages CUSIP No. 570418-10-3 1. Names of Reporting Persons. Joseph M. Jacobs I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 239,439 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 239,439 11. Aggregate Amount Beneficially Owned by Each Reporting Person 239,439 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.4% 14. Type of Reporting Person (See Instructions) IN Page 11 of 21 Pages This Amendment No. 1 to Schedule 13D modifies and supplements the Schedule 13D filed on June 13, 1997 with respect to the common stock, $0.01 par value per share (the "Common Stock"), of MARK SOLUTIONS, INC., a Delaware corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 1,such Schedule 13D, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in such Schedule 13D. Item 5. Interest in Securities of the Issuer. 1. During August 1997, the following sales of Common Stock , all of which were effected in open market transactions, were made by the following members of Marquis: A. Wexford Special Situations 1996, LP Date No. of Shares Price Per Share ---- ------------- --------------- 8/5/97 335 $2.6875 8/12/97 3,682 2.7102 8/14/97 12,650 2.7626 8/14/97 6,693 2.7813 8/18/97 47,519 3.00 8/19/97 12,783 3.047 8/21/97 16,733 3.12 ------- Total 100,395 B. Wexford Special Situations 1996 Institutional, LP Date No. of Shares Price Per Share ---- ------------- --------------- 8/5/97 62 $2.6875 8/12/97 684 2.7102 8/14/97 2,351 2.7626 8/14/97 1,244 2.7813 8/18/97 8,833 3.00 8/19/97 2,376 3.047 8/21/97 3,110 3.12 ------ Total 18,660 Page 12 of 21 Pages C. Wexford-Euris Special Situations 1996, LP Date No. of Shares Price Per Share ---- ------------- --------------- 8/5/97 86 $2.6875 8/12/97 950 2.7102 8/14/97 3,266 2.7626 8/14/97 1,728 2.7813 8/18/97 12,269 3.00 8/19/97 3,301 3.047 8/21/97 4,320 3.12 Total 25,920 D. Wexford Special Situations 1996 Limited Date No. of Shares Price Per Share ---- ------------- --------------- 8/5/97 17 $2.6875 8/12/97 184 2.7102 8/14/97 633 2.7626 8/14/97 335 2.7813 8/18/97 2,379 3.00 8/19/97 640 3.047 8/21/97 837 3.12 Total 5,025 2. On September 15, 1997, Marquis converted $500,000 principal amount of the Debenture, plus accrued interest of $10,111.11, at a conversion price of $.80 per share, and received an aggregate of 637,638 shares of Common Stock. On September 24, 1997, Marquis converted $750,000 principal amount of the Debenture, plus accrued interest of $16,479.17, at a conversion price of $.80 per share, and received an aggregate of 958,099 shares of Common Stock. Page 13 of 21 Pages 3. From September 11, 1997 through March 9, 1998, Marquis sold an aggregate of 1,435,100 shares of Common Stock, all of which were effected in open market transactions, as follows: Date No. of Shares Price Per Share ---- ------------- --------------- 9/11/97 150,000 $3.75 9/23/97 150,000 3.75 9/24/97 175,000 3.75 9/25/97 7,000 4.00 9/29/97 4,000 4.00 9/30/97 100,000 3.88 10/1/97 100,000 3.88 10/9/97 150,000 3.75 10/13/97 250,000 3.81 10/24/97 40,000 3.81 10/28/97 50,000 3.38 10/30/97 25,000 3.25 10/30/97 30,000 3.34 11/0597 50,000 3.00 11/11/97 25,000 3.00 12/02/97 8,000 2.94 12/03/97 5,500 2.88 12/11/97 5,000 2.88 1/12/98 50,000 2.25 1/30/98 11,100 2.23 2/10/98 20,000 2.31 2/20/98 7,000 2.16 2/23/98 14,999 2.13 3/04/98 5,000 1.75 3/06/98 1,000 1.75 3/09/98 1,500 1.75 Page 14 of 21 Pages As of October 9, 1997, neither Marquis nor any of the other Reporting Persons had beneficial ownership of 5% or more of the Common Stock. 4. From April 20, 1998 through April 24, 1998, Marquis purchased an aggregate of 78,802 shares of Common Stock in open market transactions as follows: Date No. of Shares Price Per Share ---- ------------- --------------- 4/20/98 22,000 $1.62 4/21/98 10,002 1.63 4/22/98 35,800 1.49 4/23/98 9,000 1.42 4/24/98 2,000 1.50 As of April 30, 1998, the Reporting Persons may be deemed to have owned beneficially the respective percentages and numbers of outstanding shares of Common Stock set forth below (on the basis of 16,972,212 shares of Common Stock outstanding, which, based on certain publicly available information, is the number of shares outstanding as of February 12, 1998): 1. Wexford Management (a) Aggregate number of shares of Common Stock beneficially owned: 239,439 Percentage: 1.4% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 239,439 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 239,439 (c) Other than as reported in above, there were no transactions by Wexford Management during the past 60 days. (d) Wexford Management may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 2. Charles E. Davidson (a) Aggregate number of shares of Common Stock beneficially owned: 239,439 Percentage: 1.4% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 239,439 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 239,439 (c) Other than as reported in above, there were no transactions by Mr. Davidson during the past 60 days. (d) Mr. Davidson may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. (e) Not applicable. Page 15 of 21 Pages 3. Joseph M. Jacobs (a) Aggregate number of shares of Common Stock beneficially owned: 239,439 Percentage: 1.4% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 239,439 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 239,439 (c) Other than as reported in above, there were no transactions by Mr Jacobs during the past 60 days. (d) Mr. Jacobs may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. (e) Not applicable. 4. Marquis (a) Aggregate number of shares of Common Stock beneficially owned: 239,439 Percentage: 1.4% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 239,439 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 239,439 (c) Other than as reported in above, there were no transactions by Wexford Management during the past 60 days. (d) Marquis may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 5. Wexford Special Situations 1996, LP (a) Aggregate number of shares of Common Stock beneficially owned: 126,534 Percentage: 0.7% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 126,534 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 126,534 (c) Other than as reported in above, there were no transactions by Wexford Special Situations 1996, LP during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. Page 16 of 21 Pages 6. Wexford Special Situations 1996 Institutional, LP (a) Aggregate number of shares of Common Stock beneficially owned: 26,303 Percentage: 0.1% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 26,303 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 26,303 (c) Other than as reported, above, there were no transactions by Wexford Special Situations 1996 Institutional, L.P. during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 7. Wexford Special Situations 1996 Limited (a) Aggregate number of shares of Common Stock beneficially owned: 7,404 Percentage: 0.0% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 7,404 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition:7,404 (c) Other than as reported, above, there were no transactions by Wexford Special Situations 1996 Limited during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 8. Wexford-Euris Special Situations 1996, LP (a) Aggregate number of shares of Common Stock beneficially owned: 29,896 Percentage: 0.1% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 29,896 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition:29,896 (c) Other than as reported, above, there were no transactions by Wexford-Euris Special Situations 1996, LP during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. Page 17 of 21 Pages 9. Wexford Advisors LLC (a) Aggregate number of shares of Common Stock beneficially owned: 160,241 Percentage: 0.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 160,241 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 160,241 (c) Other than as reported, above, there were no transactions by Wexford Advisors LLC during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 10. Wexford-Euris Advisors, LLC (a) Aggregate number of shares of Common Stock beneficially owned: 29,896 Percentage: 0.1% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 29,896 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 29,896 (c) Other than as reported, above, there were no transactions by Wexford-Euris Advisors, LLC during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. Wexford Management may, by reason of its status as manager of Marquise, as investment advisor to the Special Funds and Euris Fund and as sub-advisor to the Special General Partner on behalf of Wexford Cayman, be deemed to own beneficially the Common Stock of which Marquise, the Special Funds, Euris Fund and Wexford Cayman possess beneficial ownership. The Special General Partner may, by reason of its status as the general partner of the Special Funds, be deemed to own beneficially the Common Stock of which the Special Funds possess beneficial ownership. The Special General Partner may, by reason of its status as the investment advisor to Wexford Cayman, be deemed to own beneficially the Common Stock of which Wexford Cayman Possesses beneficial ownership. Page 18 of 21 Pages The Euris General Partner may, by reason of its status as the general partner of Euris Fund, be deemed to own beneficially the Common Stock of which the Euris Fund possesses beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of the Special General Partner, the Euris General Partner and Wexford Management, be deemed to own beneficially the Common Stock of which Marquise, the Special Funds, Euris Fund and Wexford Cayman possess beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares the power to vote and to dispose of the shares of Common Stock Marquise beneficially owns. Each of Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the Special General Partner shares the power to vote and to dispose of the shares of Common Stock the Special Funds beneficially own. Each of Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the Euris General Partner shares the power to vote and to dispose of the shares of Common Stock Euris Fund beneficially owns. The Special General Partner shares with Wexford Management and Wexford Cayman the power to vote and to dispose of the shares of Common Stock Wexford Cayman beneficially owns. * * * * * Page 19 of 21 Pages SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 1, 1998 MARQUISE LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD SPECIAL SITUATIONS 1996, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD-EURIS SPECIAL SITUATIONS 1996, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President Page 20 of 21 Pages WEXFORD SPECIAL SITUATIONS 1996 LIMITED By: Wexford Management LLC, its investment sub-advisor By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD ADVISORS, LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President WEXFORD EURIS ADVISORS, LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President /s/ Charles E. Davidson - ----------------------- Charles E. Davidson /s/Joseph M. Jacobs - ------------------- Joseph M. Jacobs Page 21 of 21 Pages -----END PRIVACY-ENHANCED MESSAGE-----