[ALTERNATE PAGE 13 (REPLACES PAGE 115)]
PLAN OF DISTRIBUTION
This Prospectus is to be used by Morgan Stanley in connection with offers and
sales of the Notes in market-making transactions at negotiated prices relating
to prevailing market prices at the time of sale. Morgan Stanley may act as
principal or agent in such transactions. Morgan Stanley has no obligation to
make a market in the Notes, and may discontinue its market-making activities at
any time without notice, at its sole discretion.
There is currently no established public market for the Notes. The Obligors
do not currently intend to apply for listing of the Notes on any securities
exchange. Therefore, any trading that does develop will occur on the over-the-
counter market. The Company has been advised by Morgan Stanley that it intends
to make a market in the Notes but it has no obligation to do so and any market-
making may be discontinued at any time. No assurance can be given that an
active public market for the Notes will develop.
Morgan Stanley acted as placement agent in connection with the original
private placement of the Old Notes and received a placement fee of $3.2 million
in connection therewith. Morgan Stanley is affiliated with entities that
beneficially own approximately 87.6% of the outstanding equity of Holdings as
of March 31, 1998.
Although there are no agreements to do so, Morgan Stanley, as well as others,
may act as broker or dealer in connection with the sale of Notes contemplated
by this Prospectus and may receive fees or commissions in connection therewith.
The Obligors and the Guarantor have agreed to indemnify Morgan Stanley
against certain liabilities under the Securities Act or to contribute to
payments that Morgan Stanley may be required to make in respect of such