-----BEGIN PRIVACY-ENHANCED MESSAGE-----

ACCESSION NUMBER:		0001047469-98-038687
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19981030
SROS:			NYSE
GROUP MEMBERS:		CITIGROUP INC
GROUP MEMBERS:		SALOMON BROTHERS HOLDING COMPANY INC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOWER AUTOMOTIVE INC
		CENTRAL INDEX KEY:			0000925548
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL FORGING & STAMPINGS [3460]
		IRS NUMBER:				411746238
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-45347
		FILM NUMBER:		98733559

	BUSINESS ADDRESS:	
		STREET 1:		4508 IDS CENTER
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402
		BUSINESS PHONE:		6123422310

	MAIL ADDRESS:	
		STREET 1:		4508 IDS CENTER
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITIGROUP INC
		CENTRAL INDEX KEY:			0000831001
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				521568099
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		399 PARK AVENUE
		STREET 2:		LEGAL DEPT 20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10043-
		BUSINESS PHONE:		2128168000

	MAIL ADDRESS:	
		STREET 1:		388 GREENWICH ST
		STREET 2:		LEGAL DEPT 20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10013

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TRAVELERS GROUP INC
		DATE OF NAME CHANGE:	19950519

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TRAVELERS INC
		DATE OF NAME CHANGE:	19940103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRIMERICA CORP /NEW/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<DESCRIPTION>SC 13D/A
<TEXT>

<PAGE>

                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                   SCHEDULE 13D/A
                     Under the Securities Exchange Act of 1934
                                 (Amendment No. 1)*
                                          
                               ---------------------
                                          
                               Tower Automotive, Inc.
                                  (Name of Issuer)
                                          
                       Common Stock, par value $.01 per share
                           (Title of Class of Securities)
                                          
                                     891707101
                                   (CUSIP Number)
                                          
                                Stephanie B. Mudick
                          General Counsel - Corporate Law
                                   Citigroup Inc.
                                  399 Park Avenue
                              New York, New York 10043
                                   (212) 559-1000
                   (Name, address and telephone number of person
                 authorized to receive notices and communications)
                                          
                                  October 8, 1998
              (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(e), Rule 13d-1(f) or Rule 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 13d-7 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>

- --------------------                                          ------------------
CUSIP NO.  891707101                                          PAGE 2 OF 16 PAGES
- --------------------                                          ------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     Citigroup Inc., 52-1568099
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)   [   ]
                                                                     (b)   [   ]
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS                               OO

- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 
     2(d) OR 2(e)                                                            [ ]

- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                     Delaware

- --------------------------------------------------------------------------------
                         7    SOLE VOTING POWER                   0

 NUMBER OF               -------------------------------------------------------
  SHARES                 8    SHARED VOTING POWER         4,341,975
BENEFICIALLY
 OWNED BY                -------------------------------------------------------
  EACH                   9    SOLE DISPOSITIVE POWER              0
REPORTING 
PERSON WITH              -------------------------------------------------------
                         10   SHARED DISPOSITIVE POWER    4,341,975

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON              4,341,975

- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE 
     INSTRUCTIONS)            [   ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     9.1%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                HC

- --------------------------------------------------------------------------------

<PAGE>

- --------------------                                          ------------------
CUSIP NO.  891707101                                          PAGE 3 OF 16 PAGES
- --------------------                                          ------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     Salomon Brothers Holding Company Inc, 13-3082695
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                           (a)   [   ]
                                                           (b)   [   ]
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS                               OO

- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 
     2(d) OR 2(e)                                                            [X]

- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                     Delaware

- --------------------------------------------------------------------------------
                         7    SOLE VOTING POWER                   0

 NUMBER OF               -------------------------------------------------------
  SHARES                 8    SHARED VOTING POWER         3,105,332
BENEFICIALLY
 OWNED BY                -------------------------------------------------------
   EACH                  9    SOLE DISPOSITIVE POWER              0
 REPORTING
PERSON WITH              -------------------------------------------------------
                         10   SHARED DISPOSITIVE POWER    3,105,332

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON                   3,105,332
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE 
     INSTRUCTIONS)            [   ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     6.6%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                CO

- --------------------------------------------------------------------------------

<PAGE>

     This Amendment No. 1 to the statement on Schedule 13D, dated September
10, 1998 (the "Schedule 13D"), of Citigroup Inc. (formerly Travelers Group Inc.)
is being filed with respect to the Common Stock, par value $.01 per share (the
"Common Stock"), of Tower Automotive, Inc., a Delaware corporation (the
"Issuer").

Item 2.   IDENTITY AND BACKGROUND.

          (a), (b), (c) and (f)    This item as set forth in the Schedule 13D is
deleted and the following is inserted in its place:

          "This statement on Schedule 13D is being filed by Salomon Brothers
Holding Company Inc, a Delaware corporation ("SBHC"), and Citigroup Inc., a
Delaware corporation ("Citigroup").  All of the Common Stock reported herein is
directly beneficially owned by subsidiaries of SBHC or by other subsidiaries of
Citigroup.  SBHC is a wholly owned subsidiary of Salomon Smith Barney Holdings
Inc. (formerly Salomon Inc), a Delaware corporation ("SSBH"), which is a wholly
owned subsidiary of Citigroup.  The principal executive offices of SBHC and SSBH
are located, and the principal business is conducted, at 388 Greenwich Street,
New York, New York 10013.  The principal executive offices of Citigroup are
located, and the principal business is conducted, at 399 Park Avenue, New York,
New York 10043.

          The principal business of SBHC is dealing in swaps and certain
over-the-counter instruments, lending and holding certain investments.  SBHC
owns all of the outstanding shares of common stock of Salomon Smith Barney Inc.,
a registered broker-dealer.  SSBH engages in no direct activities.  Citigroup
businesses produce a broad range of financial services -- asset management,
banking and consumer finance, credit and charge cards, insurance, investments,
investment banking and trading -- and use diverse  channels to make them
available to consumer and corporate customers around the world.  Among these
businesses are Citibank, Commercial Credit, Primerica Financial Services,
Salomon Smith Barney, SSBC Asset Management, Travelers Life & Annuity and
Travelers Property Casualty.

          The names, citizenship, business addresses and principal occupations
or employment of each of the executive officers and directors of Citigroup and
SBHC are set forth in Annexes A and B, which are incorporated herein by
reference."

          (d) and (e)    The last paragraph of this item as set forth in the
Schedule 13D is deleted and the following is inserted in its place:

          "Except as set forth or incorporated by reference herein, during the
last five years, none of Citigroup, SSBH or SBHC or, to the best knowledge of
Citigroup, any of the persons listed in Annexes A or B hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has 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 any material judgment, decree or final order enjoining
future violations of, or prohibiting or


                                  PAGE 4 OF 16 PAGES
<PAGE>

mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws."

Item 4.   PURPOSE OF TRANSACTION.

          The following is inserted after the final paragraph of the item as set
forth in the Schedule 13D:

          "Pursuant to an Agreement and Plan of Merger, dated as of April 5,
1998, between Travelers Group Inc. and Citicorp, as modified, on October 8,
1998, Citicorp merged with and into Citi Merger Sub Inc. (the "Subsidiary"), a
wholly owned subsidiary of Travelers Group Inc. (the "Merger").  In connection
with the Merger, the Subsidiary, which continued as the surviving corporation in
the Merger, changed its name to Citicorp and Travelers Group Inc. changed its
name to Citigroup Inc.  As a result of the Merger, Citigroup may be deemed to be
the ultimate beneficial owner of all of the Shares of Common Stock beneficially
owned by Citicorp and its subsidiaries, which are included in the shares of
Common Stock reported in this Amendment No. 1.  Also as a result of the Merger,
on October 8, 1998, the composition of the Citigroup Board of Directors
changed."

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.

          (a) and (b)    This item as set forth in the Schedule 13D is deleted
and the following is inserted in its place:

          "By reason of their relationship, Citigroup, SSBH and SBHC may be
deemed to share voting and dispositive power with respect to Common Stock and
Convertible Securities of the Issuer directly beneficially owned by subsidiaries
of SBHC and other subsidiaries of Citigroup and may be deemed to have an
indirect beneficial ownership in such shares.

          As of October 8, 1998, Citigroup may be deemed to beneficially own
4,341,975 shares of Common Stock, which includes 1,322,960 shares of Common
Stock issuable upon conversion of certain convertible bonds and convertible
preferred stock (collectively, the "Convertible Securities").  4,341,975 shares
of Common Stock represents 9.1% of the outstanding Common Stock (based on
47,543,112 shares of Common Stock outstanding, which includes 46,220,152 shares
of Common Stock outstanding, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, and 1,322,961 shares of Common
Stock issuable upon conversion of the Convertible Securities).  Of the 4,371,975
shares of Common Stock beneficially owned by Citigroup, SSBH may be deemed to
beneficially own 3,287,987 shares, which includes 1,012,876 shares issuable upon
conversion of Convertible Securities.  3,287,987 shares of Common Stock
represents 7.0% of the outstanding Common Stock (based on 47,233,028 shares of
Common Stock outstanding, which includes 46,220,152 shares of Common Stock
outstanding and 1,012,876 shares of Common Stock issuable upon conversion of
Convertible Securities).  Of the 3,287,987 shares of Common Stock beneficially
owned by SSBH, SBHC may be deemed to beneficially own 3,105,332 shares, which
includes 1,009,620 shares issuable upon conversion of Convertible Securities. 
3,105,332 shares of


                                  PAGE 5 OF 16 PAGES
<PAGE>

Common Stock represents 6.6% of the outstanding Common Stock (based on
47,229,772 shares of Common Stock outstanding, which includes 46,220,152 shares
of Common Stock outstanding and 1,009,620 shares of Common Stock issuable upon
conversion of Convertible Securities).

          Except as set forth or incorporated by reference herein, none of
Citigroup, SSBH or SBHC or, to the best knowledge of Citigroup, the persons
listed in Annexes A or B hereto beneficially owned any Common Stock or
Convertible Securities as of October 8, 1998."

          (c)  This item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:

          "The dates, number of shares and prices per share for all purchases
and sales of shares of Common Stock and Convertible Securities by subsidiaries
of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October
8, 1998 are shown on Annex C hereto, which is incorporated herein by reference. 
Annex C does not include purchases and sales made for third party accounts or
mutual funds.  All such purchases and sales of Common Stock and Convertible
Securities were effected on a national securities exchange."















                                  PAGE 6 OF 16 PAGES
<PAGE>

                                       ANNEXES
                                       -------

A.   Executive Officers and Directors of Citigroup Inc.

B.   Executive Officers and Directors of Salomon Brothers Holding Company Inc
     ("SBHC").

C.   Description of Purchases and Sales of Common Stock and Convertible
     Securities by subsidiaries of SBHC and other subsidiaries of Citigroup from
     August 7, 1998 through October 8, 1998.

D.   Agreement among Citigroup and SBHC as to joint filing of Schedule 13D.













                                  PAGE 7 OF 16 PAGES
<PAGE>

                                      SIGNATURE
                                      ---------

     After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

October 26, 1998

                                      CITIGROUP INC.

                                      By: /s/ Stephanie B. Mudick
                                         -------------------------------
                                         Name: Stephanie B. Mudick
                                         Title: Assistant Secretary


                                      SALOMON BROTHERS HOLDING COMPANY INC

                                      By: /s/ Stephanie B. Mudick
                                         -------------------------------
                                         Name: Stephanie B. Mudick
                                         Title: Assistant Secretary




                                  PAGE 8 OF 16 PAGES
<PAGE>

                                                                October 20, 1998

                                       ANNEX A

                        EXECUTIVE OFFICERS AND DIRECTORS OF
                        -----------------------------------
                                   CITIGROUP INC.
                                   --------------


NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- ---------------------------   -----------------------------------------

C. Michael Armstrong          Chairman & Chief Executive Officer
Director (USA)                AT&T Corp.
                              295 North Maple Avenue
                              Basking Ridge, New Jersey  07920


Judith Arron                  Executive Director
Director (USA)                Carnegie Hall Corporation
                              881 Seventh Avenue
                              New York, New York  10019

Alain J.P. Belda              President & Chief Operating Officer
Director (Brazil)             Aluminum Company of America (Alcoa)
                              201 Isabella Street, Room 6J12
                              Pittsburgh, Pennsylvania  15212-5858

Kenneth J. Bialkin            Partner
Director (USA)                Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                              New York, New York  10022

Kenneth T. Derr               Chairman & Chief Executive Officer
Director (USA)                Chevron Corporation
                              575 Market Street
                              San Francisco, California  94105

John M. Deutch                Institute Professor
Director (USA)                Massachusetts Institute of Technology
                              77 Massachusetts Avenue, Room 6-208
                              Cambridge, Massachusetts  02139

Ann Dibble Jordan             Consultant & Former Director of Social Services,
Director (USA)                University of Chicago Medical Center
                              2904 Benton Place, NW
                              Washington, DC  20008


                                  PAGE 9 OF 16 PAGES
<PAGE>

Reuben Mark                   Chairman & Chief Executive Officer
Director (USA)                Colgate-Palmolive Company
                              300 Park Avenue
                              New York, New York  10022-7499

Michael T. Masin              Vice Chairman, President International & Director
Director (USA)                GTE Corporation
                              One Stamford Forum
                              Stamford, Connecticut  06904

Dudley C. Mecum               Managing Director
Director (USA)                Capricorn Management
                              30 East Elm Street
                              Greenwich, Connecticut  06830

Richard D. Parsons            President
Director (USA)                Time Warner, Inc.
                              75 Rockefeller Plaza, 29th Floor
                              New York, New York  10019

Andrall E. Pearson            Chairman & Chief Executive Officer
Director (USA)                Tricon Global Restaurants, Inc.
                              660 Steamboat Road
                              Greenwich, Connecticut  06830

John S. Reed                  Chairman & Co-Chief Executive Officer
Director & Executive          Citigroup Inc.
Officer (USA)                 399 Park Avenue
                              New York, New York  10043


Robert B. Shapiro             Chairman & Chief Executive Officer
Director (USA)                Monsanto Company
                              800 North Lindbergh Blvd.
                              Mail Zone D1S
                              St. Louis, Missouri  63167

Franklin A. Thomas            Lawyer/Consultant & Former President,
Director (USA)                The Ford Foundation
                              595 Madison Avenue, 33rd Floor
                              New York, New York  10022


                                 PAGE 10 OF 16 PAGES
<PAGE>


Sanford I. Weill              Chairman & Co-Chief Executive Officer
Director & Executive          Citigroup Inc.
Officer (USA)                 399 Park Avenue
                              New York, New York  10043

Edgar S. Woolard, Jr.         Former Chairman & Chief Executive Officer
Director (USA)                E.I. du Pont de Nemours & Company
                              1007 Market Street
                              Wilmington, Delaware  19898

Arthur Zankel                 General Partner
Director (USA)                First Manhattan Company
                              437 Madison Avenue
                              New York, New York  10022

The Honorable Gerald R. Ford  Former President of the United States
Honorary Director (USA)       Post Office Box 927
                              Rancho Mirage, California  92270

William I. Campbell           Co-Chief Executive Officer of Citigroup's
Executive Officer             Global Consumer Business
(USA and Canada)              1 Court Square
                              Long Island City, New York 11120
 
Michael A. Carpenter          Head of Affluent Market Section of Citigroup's
Executive Officer (USA)       Global Consumer Business
                              153 East 53rd Street
                              New York, New York 10043

Paul J. Collins               Vice Chairman
Executive Officer (USA)       Citigroup Inc.
                              399 Park Avenue
                              New York, New York 10043

James Dimon                   President
Executive Officer             Citigroup Inc.
                              388 Greenwich Street
                              New York, New York 10013

Thomas W. Jones               Chief Executive Officer
Director & Executive          of SSBC Asset Management
Officer (USA)                 388 Greenwich Street
                              New York, New York 10013


                                 PAGE 11 OF 16 PAGES

<PAGE>


Robert I. Lipp                Co-Chief Executive Officer of Citigroup's Global
Executive Officer (USA)       Consumer Business & Chairman of Travelers Property
                              Casualty Corp.
                              153 East 53rd Street
                              New York, New York 10043

Deryck C. Maughan             Chairman & Co-Chief Executive Officer
Director (Great Britain)      Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New  York, New York 10013

Victor J. Menezes             President
Executive Officer (India)     Citibank, N.A.
                              399 Park Avenue
                              New York, New York 10043

Heidi G. Miller               Chief Financial Officer
Executive Officer (USA)       Citigroup Inc.
                              399 Park Avenue
                              New York, New York  10043

Charles O. Prince, III        Co-General Counsel & Corporate Secretary
Executive Officer (USA)       Citigroup Inc.
                              399 Park Avenue
                              New York, New York  10043

John J. Roche                 Co-General Counsel
Executive Officer (USA)       Citigroup Inc.
                              399 Park Avenue
                              New York, New York  10043

Mary Alice Taylor             Corporate Executive Vice President
Executive Officer (USA)       Citicorp & Citibank, N.A.
                              1 Court Square
                              Long Island City, New York 11120


                                 PAGE 12 OF 16 PAGES
<PAGE>

                                       ANNEX B

                         EXECUTIVE OFFICERS AND DIRECTORS OF
                         -----------------------------------
                         SALOMON BROTHERS HOLDING COMPANY INC
                         ------------------------------------

NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- ---------------------------   -----------------------------------------

James Dimon                   President
Director, Chairman of the     Citigroup Inc.
Board and Co-Chief            388 Greenwich Street
Executive Officer (USA)       New York, New York  10013

Deryck C. Maughan             Chairman & Co-Chief Executive Officer
Director, Chairman of the     Salomon Smith Barney Holdings Inc.
Board and Co-Chief            388 Greenwich Street
Executive Officer             New  York, New York 10013
(Great Britain)

Steven D. Black               Vice Chairman & Chief Operating Officer
Vice Chairman (USA)           Salomon Smith Barney Inc.
                              388 Greenwich Street
                              New York, New York  10013

James S. Boshart, III         Director & Vice Chairman
Vice Chairman (USA)           Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Thomas G. Maheras             Director & Vice Chairman
Vice Chairman (USA)           Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Eduardo G. Mestre             Director & Vice Chairman
Vice Chairman (USA)           Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Jay P. Mandelbaum             Director & Senior Executive Vice President
Executive Vice President      Salomon Smith Barney Holdings Inc.
(USA)                         388 Greenwich Street
                              New York, New York  10013


                                 PAGE 13 OF 16 PAGES
<PAGE>

Charles W. Scharf             Senior Executive Vice President & Chief Financial
Chief Financial Officer       Officer
(USA)                         Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Robert Druskin                Senior Executive Vice President & Chief
Chief Administrative Officer  Administrative Officer
(USA)                         Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Michael J. Day                Executive Vice President & Controller
Controller (USA)              Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Mark I. Kleinman              Executive Vice President & Treasurer
Treasurer (USA)               Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013

Robert H. Mundheim            Senior Executive Vice President, General Counsel &
General Counsel and           Secretary
Secretary (USA)               Salomon Smith Barney Holdings Inc.
                              388 Greenwich Street
                              New York, New York  10013





                                 PAGE 14 OF 16 PAGES
<PAGE>

                                       ANNEX C

     Set forth below are the purchases and sales of Common Stock by subsidiaries
of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October
8, 1998.  Purchases and sales made as part of a risk arbitrage strategy are
indicated by an asterisk (*).

                       Number of         Number of     Price Per Share
     Trade Date     Shares Purchased    Shares Sold        (in US$)
     -----------------------------------------------------------------

     8/18/98*                             25,000            24.00
     9/9/98                               33,500            17.375
     9/30/98                                 800            19.750
     10/1/98             100                                19.50
     10/1/98             100                                19.25
     10/1/98             100                                19.25
     10/1/98             100                                19.25
     10/1/98             100                                19.00
     10/1/98             100                                19.00
     10/1/98             100                                19.00
     10/1/98             100                                19.00


     Subsidiaries of SBHC and other subsidiaries of Citigroup did not make any
purchases or sales of Convertible Securities from August 7, 1998 through October
8, 1998.



                                 PAGE 15 OF 16 PAGES
<PAGE>

                                       ANNEX D

                     AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
                     --------------------------------------------


Each of the undersigned hereby affirms that it is individually eligible to use
Schedule 13D, and agrees that this Schedule 13D is filed on its behalf.

Date:  October 26, 1998

                         CITIGROUP INC.


                         By: /s/ Stephanie B. Mudick
                            --------------------------------
                            Name:  Stephanie B. Mudick
                            Title:  Assistant Secretary



                         SALOMON BROTHERS HOLDING COMPANY INC


                         By: /s/ Stephanie B. Mudick
                            --------------------------------
                            Name:  Stephanie B. Mudick
                            Title:  Assistant Secretary








                                 PAGE 16 OF 16 PAGES
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----

https://www.sec.gov/Archives/edgar/data/831001/0001047469-98-038687.txt