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To: Gary L. Kepler who wrote (23130)2/20/1999 11:19:00 AM
From: Jon Koplik  Read Replies (2) | Respond to of 152472
 
From SEC webpage : sec.gov

Schedule 13D

This Schedule discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days after such acquisition. Moreover, any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D.

The Commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security).
Interpretive Responsibility:
Division of Corporation Finance - Office of Tender Offers

Schedule 13G

Schedule 13G is a much abbreviated version of Schedule 13D that is only available for use by a limited category of "persons" (such as banks, broker/dealers, and insurance companies) and even then only when the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.
Interpretive Responsibility:
Division of Corporation Finance - Office of Tender Offers

Jon.



To: Gary L. Kepler who wrote (23130)2/20/1999 12:30:00 PM
From: John Stichnoth  Read Replies (1) | Respond to of 152472
 
From Edgar: Form 144: Intention To Sell Restricted Securities

Form 144 filings are indicated by ''Planned Sale''. Form 144s must be filed as notice of the proposed sale of restricted
securities. Restricted securities are those that are acquired directly or indirectly from an issuer or an affiliate in a transaction (or
chain of transactions) not involving a public offering.

Not all Form 144 filers are insiders. Any entity owning restricted stock must file a Form 144 prior to selling the restricted
stock. Any insider who files a Form 144, must file a Form 4 if and when the sale is completed. To determine if a given filer is
an insider, you may click on the insider name. If the individual is listed as a shareholder, they are not an insider.

An insider may file a Form 144 and not actually complete the sale. If the sale was completed, the insider should have filed a
Form 4, indicating the transaction was completed. Form 144s contain additional information which may be beneficial. The data
includes the name of the brokerage firm, insider's address, phone number, and the dollar amount of transaction. The amount of
stock an insider may sell is ''restricted'' by a number of factors, such as shares outstanding, trading volumes, etc.

The Form 144 must be filed prior to, or on the approximate date, of sale. Insiders are governed by SEC regulations when they
file a Form 144. The following considerations should be kept in mind when you are searching Form 144s. These
considerations apply to insiders only - see the above definition (not shareholders or restricted stock owners ):

The filing of Form 144 is not required in any case where the amount of stock to be sold during any three (3) month
period does not exceed 500 shares and the aggregate sale value does not exceed $10,000.
If the seller does not sell all the stock covered by the form within 90 days after the filing, the filing process must be
repeated before the commencement of further sales, except in cases where the passage of time has extended the seller's
holding period.



To: Gary L. Kepler who wrote (23130)2/20/1999 2:14:00 PM
From: Clarksterh  Read Replies (2) | Respond to of 152472
 
13G's indicate the current ownership, but are only filed when a change occurs. Without the previous 13G I don't know how to tell what the change was. In any case the pertinent numbers are:

a) Name of Person Filing
1) Private Capital Management, Inc.
2) *Bruce S. Sherman
3) *Michael J. Seaman
4) *Gregg J. Powers
5) SPS Partners, LP
...
Item 4.(a) Amount Beneficially Owned
1) 3,449,056
2) 3,809,191
3) 12,000
4) 9,300
5) 240,000

(b) Percent of Class
1) 4.9%
2) 5.5%
3) 0.0%
4) 0.0%
5) 0.3%

(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1) 5,500
2) 107,435
3) 12,000
4) 9,300
5) 0

(ii) shared power to vote or to direct the vote
1) 0
2) 12,700
3) 0
4) 0
5) 0

(iii) sole power to dispose or to direct the disposition of
1) 5,500
2) 107,435
3) 12,000
4) 9,300
5) 0

(iv) shared power to dispose or to direct the disposition of
1) 3,443,556
2) 3,701,756
3) 0
4) 0
5) 240,000


Thus, since I think that all of these shares are mutually exclusive, the people associated with PCM own 7,519,547 shares or 10.2% of the diluted shares outstanding. Hope this helps.

Clark