UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 37)*
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
------------------------------------------------
(Name of Issuer)
COMMON STOCK, Par Value $1 Per Share
--------------------------------------
(Title of Class of Securities)
390064 10 3
-------------
(CUSIP Number)
John D. Barline
7138 Interlaken Drive SW
Tacoma, Washington 98499
with a copy to
Samuel C. Butler
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 1, 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 schedule because of Sections 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 Section 240.13d-7(b) 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 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).
Page 1 of 17 Pages
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 2 of 17 Pages
----------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tengelmann Warenhandelsgesellschaft KG
51-0235841
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,710,000
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
21,710,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,710,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.37%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 3 of 17 Pages
----------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tengelmann Verwaltungs- und Beteiligungs GmbH
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,710,000
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
21,710,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,710,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.37%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 4 of 17 Pages
----------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Wilhelm Erich Haub
531-72-5519
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF and PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Federal Republic of Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 306,000**
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,710,000**
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 306,000**
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
21,710,000**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,016,000**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.72%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**INCLUSIVE OF OPTIONS TO PURCHASE 302,500 SHARES OF A&P'S COMMON STOCK
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 5 of 17 Pages
----------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Karl-Erivan Warder Haub
531-72-5636
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Federal Republic of Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,710,000
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
21,710,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,710,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.37%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 6 of 17 Pages
----------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erivan Karl Haub
217-78-3359
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF and PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 90,100
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
21,710,000
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 90,100
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
21,710,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,800,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
This Amendment No. 37 relates to reporting a change in the facts set
forth in the Schedule 13D required by Rule 13d- 1(a), and is intended to amend
and restate the entire text of the statement on Schedule 13D (the "Statement")
to update the information presented therein and create a composite Statement
presenting such information in one document. Accordingly, the Statement is
hereby amended and restated in its entirety to read as follows:
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $1 per share
(the "Common Stock"), of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"). The principal executive offices of the
Company are located at 2 Paragon Drive, Montvale, New Jersey 07645.
Item 2. Identity and Background
(a)-(c); (f)
The names of the persons filing this Statement (the "Reporting
Parties") are the following: Tengelmann Warenhandelsgesellschaft KG, a limited
partnership organized under the laws of the Federal Republic of Germany
("Tengelmann"); Tengelmann Verwaltungs- und Beteiligungs GmbH, a limited
liability company authorized under the laws of the Federal Republic of Germany
("TVB"); Erivan Karl Haub ("EKH"); Karl- Erivan Warder Haub ("KEH"); and
Christian Wilhelm Erich Haub ("CH"). The business address of both Tengelmann
and TVB is
Page 7 of 17 Pages
Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany.
EKH is a citizen of the Federal Republic of Germany whose business address is
Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany.
KEH is a citizen of the United States and the Federal Republic of Germany
whose business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr,
Federal Republic of Germany. CH is a citizen of the United States and the
Federal Republic of Germany whose business address is 2 Paragon Drive,
Montvale, New Jersey 07645.
Tengelmann is engaged in general retail marketing. It owns and
operates, through affiliated companies and subsidiaries of the Tengelmann
Enterprises Group, several chains of stores, which principally sell grocery
and department store items throughout the Federal Republic of Germany, other
European countries, China, Canada and the United States. The general partners
of Tengelmann are EKH, TVB, and EKH's two sons: KEH and CH. Tengelmann's sole
limited partner is Georg Rudolf Otto Haub ("GH"), EKH's third son. GH is a
Consultant for Store Planning and Construction for Tengelmann and a citizen of
the United States and the Federal Republic of Germany whose business address
is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of
Germany. One half of the partnership interests of Tengelmann are owned by EKH,
with the remainder equally divided among his three sons - KEH, CH, and GH.
TVB is the sole managing partner of Tengelmann. By virtue of the
articles of association of Tengelmann, TVB has the
Page 8 of 17 Pages
exclusive right to direct Tengelmann and is solely responsible for its
conduct. TVB, whose only shareholders are EKH and his three sons, is not an
operating company. KEH and CH are the only Managing Directors ("Co-CEOs") of
TVB.
CH became President and Chief Executive Officer of the Company on
May 1, 1998 and Chairman of the Board on May 1, 2001. In addition to CH's
other positions, he served as President of the Company from December 7, 1993
until the election of Elizabeth R. Culligan on February 24, 2002.
(d)-(e)
None of the Reporting Parties nor, to the best knowledge of the
Reporting Parties, any director of TVB or any partner of Tengelmann, during
the last five years, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Since December 20, 2000, EKH has purchased 2000 shares of Common
Stock. CH owns 3500 shares of Common Stock.
Page 9 of 17 Pages
The funds used by both EKH and CH to purchase all such shares consisted of
their respective personal funds. CH has options to purchase 482,500 shares of
Common Stock (of which 302,500 shares are exerciseable within 60 days) in
connection with his employment with the Company.
The shares of Common Stock referred to in Item 5(a) hereof as being
beneficially owned by Tengelmann, TVB, KEH, CH, and EKH (other than the shares
referred to in the previous paragraph) were acquired by Tengelmann and EKH in
transactions which have been previously described in filings pursuant to Rule
13d-1 and Rule 13d-2 under the Act on Schedule 13D ("Previous Filings").
Item 4. Purpose of Transaction
Tengelmann holds the shares of Common Stock it owns as an
investment. Except for CH serving as Chief Executive Officer of the Company,
Tengelmann does not participate in the day-to-day management of the Company,
and it does not have any present intention to increase its participation.
Tengelmann reserves the right, however, to increase its participation in the
day-to-day management of the Company, to the extent it deems such
participation appropriate, and the size of its holdings of Common Stock gives
it power to do so.
Of the 10 directors of the Company, the following four were
suggested for nomination by Tengelmann:
John D. Barline
Rosemarie Baumeister
Christian W.E. Haub
Helga Haub
Page 10 of 17 Pages
Tengelmann expects to continue to nominate persons for election as directors
of the Company. While it has no present intention of doing so, Tengelmann
reserves the right to nominate and cause the election of additional directors
or all the members of the Board of Directors of the Company (the "Board"), and
the size of its holdings of Common Stock gives it power to do so.
The Reporting Parties may from time to time purchase additional
shares of Common Stock in the open market or in private transactions. The
timing and amount of any such purchases will depend on market conditions,
business conditions affecting the Company and other factors. The Reporting
Parties also reserve the right to make a tender offer or acquire shares of
Common Stock in any other manner in order to further increase their interest
in the Company. Furthermore, the Reporting Parties reserve the right to reduce
their interest in the Company from time to time by open market or private
sales of Common Stock.
The Reporting Parties do not have any present plan or proposal which
relates to or would result in (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company
(other than those described in the immediately preceding paragraph of this
Item 4), (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries, (d) any
Page 11 of 17 Pages
change in the present Board or the management of the Company, including any
plans or proposals to change the number or term of directors, (e) any material
change in the present capitalization or dividend policy of the Company, (f)
any material change in the Company's business or corporate structure, (g) any
change in the Company's charter or by-laws or other actions which may impede
the acquisition of control of the Company by any person, (h) a class of
securities of the Company being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association, (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of
those enumerated in (a) through (i) above. The Reporting Parties, however,
reserve the right to adopt and implement any plan or proposal or make any
change with respect to the Company, including one or more of those referred to
in the first sentence of this paragraph, to the extent they deem any such
plan, proposal or change to be appropriate, and the size of Tengelmann's
holdings of Common Stock gives them power to do so.
Item 5. Interest in Securities of the Issuer
(a)-(b)
As of the close of business on July 1, 2002, EKH, TVB, CH, and KEH
were the beneficial owners (through Tengelmann) of 21,710,000 shares of Common
Stock constituting approximately
Page 12 of 17 Pages
56.37% of the outstanding shares of Common Stock (according to the Company, as
of May 23, 2002, there were outstanding 38,506,565 shares of Common Stock). In
addition, as of the close of business on July 1, 2002, EKH was the direct
beneficial owner of 90,100 shares of Common Stock constituting approximately
0.2% of the outstanding shares of Common Stock. Also, as of July 1, 2002, CH
was the direct beneficial owner of 3500 shares of Common Stock in addition to
options to purchase 482,500 shares of Common Stock.
As of the close of business on July 1, 2002 to the best knowledge of
the Reporting Parties, the persons named in Item 2 hereof (other than the
Reporting Parties) and the directors of the Company suggested for nomination
by Tengelmann (including Rosemarie Baumeister and Helga Haub) were the
beneficial owners of shares of Common Stock as set forth in Appendix A hereto.
Helga Haub, the wife of EKH (as well as the mother of KEH, CH, and GH) and a
citizen of the Federal Republic of Germany whose business address is
Hasengartenstrasse 25, 65189 Wiesbaden, Federal Republic of Germany, is a
member of the Supervisory Board of Kaiser's Tengelmann AG (formerly Kaiser's
Kaffee Geschaft AG) and a director of the Company. Rosemarie Baumeister, a
citizen of the Federal Republic of Germany whose business address is
Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany,
is a Senior Vice-President of Tengelmann, a member of the Supervisory Boards
of Kaiser's Tengelmann AG and Plus Supermercados S.A. (formerly Tengelmann
Espana S.A.), a member of the Advisory Board of Deutsche Bank AG and a
director of the Company.
Page 13 of 17 Pages
Except as described in the preceding paragraph, neither the
Reporting Parties nor, to the best knowledge of the Reporting Parties, any
other person named in Item 2 hereof, nor any person who, together with any of
the persons named in Item 2 hereof, comprise a group within the meaning of
Section 13(d)(3) of the Act, owns beneficially any shares of Common Stock.
Each of the Reporting Parties (e.g., EKH, TVB, CH, and KEH) disclaim any power
to vote, or to direct the voting of, or any power to dispose, or to direct the
disposition of, the shares owned by the other Reporting Parties, Helga Haub or
Rosemarie Baumeister. Each of the Reporting Parties expressly declares that
the filing of this statement shall not be construed as an admission that such
reporting party is, for purposes of Section 13 of the Act, a beneficial owner
of the shares of Common Stock owned by Helga Haub or Rosemarie Baumeister.
(c)
Within the past sixty days, neither the Reporting Parties nor, to
the best knowledge of the Reporting Parties, any other person named in Item 2
hereof, has effected any transactions in the Common Stock.
(d)-(e)
Not applicable.
Page 14 of 17 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
In connection with Tengelmann's reservation of the right to acquire
or sell shares of Common Stock from time to time in the open market and by
private purchase or sale, UBS Warburg LLC has acted and presently acts as
broker and agent for Tengelmann.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Page 15 of 17 Pages
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.
TENGELMANN WARENHANDELSGESELLSCHAFT KG,
by
/s/ Karl-Erivan W. Haub
--------------------------------------------
Karl-Erivan Warder Haub, Co-CEO of Tengelmann
Verwaltungs- und Beteiligungs GmbH, Managing
Partner
TENGELMANN VERWALTUNGS- UND BETEILIGUNGS GmbH,
by
/s/ Karl-Erivan W. Haub
--------------------------------------------
Karl-Erivan Warder Haub, Co-CEO
/s/ Karl-Erivan W. Haub
--------------------------------------------
Karl-Erivan Warder Haub
/s/ Christian Haub
--------------------------------------------
Christian Wilhelm Erich Haub
/s/ Erivan Karl Haub
--------------------------------------------
Erivan Karl Haub
by
/s/ John D. Barline
John D. Barline
Attorney-in-Fact
August 8, 2002
Page 16 of 17 Pages
Appendix A
Persons Named
in Item 5(a)
(other than Percentage of
the Reporting Number of Outstanding
Parties)* Shares** Shares ***
------------- ----------- -------------
John D. Barline 6,300 ****
Rosemarie Baumeister 7,000 ****
Helga Haub 7,000 ****
--------------------
* To the best knowledge of the Reporting Persons, each such person
has the sole power to vote and dispose of his or her shares of Common Stock.
** The amounts shown include all options granted under Company plans
regardless of whether exercisable within 60 days. The number of options
included in the total number of owned shares are 3,600 for John D. Barline,
4,200 for Rosemarie Baumeister, and 4,200 for Helga Haub.
*** According to the Company, as of May 23, 2002, there were
outstanding 38,506,565 shares of Common Stock.
**** Less than 1%.
Page 17 of 17 Pages