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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Extended Stay America, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
30224P 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Stewart H. Johnson, 1800 East Main Street, Duncan, South Carolina 29334
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 19, 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 of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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>
- ----------------------- ---------------------
CUSIP NO. 30224P 10 1 13D Page 2 of 12 Pages
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stewart H. Johnson
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, BK
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,306,970 Shares
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,306,970 Shares
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,306,970 Shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.4%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 30224P 10 1 13D Page 3 of 12 Pages
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G.D. Johnson, III ESA Trust u/a/d August 17, 1995
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,623,650 Shares
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,623,650 Shares
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,623,650 Shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 30224P 10 1 13D Page 4 of 12 Pages
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.P. Johnson ESA Trust u/a/d August 17, 1995
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,623,650 Shares
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,623,650 Shares
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,623,650 Shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 30224P 10 1 13D Page 5 of 12 Pages
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Foster Chapman
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, BK
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,986,014 Shares
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,986,014 Shares
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,986,014 Shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.2%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 (the "Amendment") relates to the statement on Schedule
13D, dated December 19, 1995, as amended and restated hereby (the "Statement"),
of Stewart H. Johnson ("Mr. Johnson"), the G.D. Johnson, III ESA Trust u/a/d
August 17, 1995 (the "G.D.J. Trust"), the S.P. Johnson, ESA Trust u/a/d August
17, 1995 (the "S.P.J. Trust" and, together with the G.D.J. Trust, the "Trusts"),
and A. Foster Chapman ("Mr. Chapman") relating to the common stock, par value
$.01 per share, of Extended Stay America, Inc. Effective May 19, 1997, Mr.
Johnson resigned as a trustee of each of the Trusts and Mr. Chapman resigned as
a trustee of the S.P.J. Trust. Unless the context indicates otherwise, the
information in this Amendment reflects a 2-for-1 stock split effected in July
1996. Except as amended hereby, the information set forth in the Statement
remains true, complete, and correct.
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Extended Stay America, Inc. (the "Company"), a Delaware
corporation, which has its principal executive offices at 450 E. Las Olas
Boulevard, Suite 1100, Ft. Lauderdale, Florida 33301.
Item 2. Identity and Background.
This statement is being filed by Mr. Johnson, the Trusts, and Mr. Chapman.
The Trusts were created under the laws of the State of South Carolina for the
benefit of members of the immediate family of Mr. Johnson's brother. Mr. Johnson
and Mr. Chapman were the initial trustees of the Trusts. Mr. Johnson, the
Trusts, and Mr. Chapman are collectively referred to herein as the "Reporting
Persons." On January 23, 1997, Mr. Johnson resigned as trustee of the
Irrevocable Trust for the benefit of Edwin W. Johnson, II dated August 16, 1995
(the "E.W. Johnson Trust"). On May 19, 1997, Mr. Johnson resigned as trustee of
the Trusts, and Mr. Chapman resigned as trustee of the S.P.J. Trust. As a result
of these actions, Mr. Chapman is the sole trustee of the E.W. Johnson Trust and
the G.D.J. Trust, and a non-reporting person is the sole trustee of the S.P.J.
Trust. Mr. Johnson's principal occupation is as Chairman of the Board of
Directors, Chief Executive Officer, and President of Morgan Corporation. Mr.
Johnson is also a director of the Company. Mr. Chapman's principal occupation is
as President of Johnson Development Associates, Inc. The business address of
each of the Reporting Persons is 1800 East Main Street, Duncan, South Carolina
29334. Mr. Johnson and Mr. Chapman are citizens of the United States of America.
During the past five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result 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.
6
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The descriptions set forth below of the Johnson Loan Documents, the G.D.J.
Trust Loan Documents, the S.P.J. Trust Loan Documents, and the E.W. Johnson
Trust Loan Documents (all as hereinafter defined) are qualified in their
entirety by reference to such documents, copies of which are included as
Exhibits 1, 2, 3, and 4, respectively, hereto and which are incorporated herein
by reference.
Concurrently with the closing on December 19, 1995 of its initial public
offering of 10,120,000 shares of Common Stock (the "Initial Public Offering"),
the Company sold to its existing stockholders on a pro rata basis, for $25.0
million, 4,135,650 shares of Common Stock for $6.045 per share, such price being
the initial public offering price per share less underwriting discounts and
commissions (the "Concurrent Offering"). The Reporting Persons purchased in the
Concurrent Offering shares of Common Stock in the following amounts: Mr. Johnson
- - 189,458 (of which 31,576 were purchased by the E.W. Johnson Trust, of which
Mr. Chapman is the sole trustee); G.D.J. Trust - 473,650; S.P.J. Trust -
473,650; and Mr. Chapman - 15,788.
Prior to the purchase of shares in the Concurrent Offering, Mr. Johnson
borrowed $655,000 from NationsBank, N.A. (Carolinas) ("NBC") and the G.D.J.
Trust and the S.P.J. Trust each borrowed $2,863,207, and the E.W. Johnson Trust
borrowed $190,880 (collectively, the "Trust Loans") from NationsBank of Florida,
N.A. ("NBF"). In connection with his borrowing, Mr. Johnson delivered a
promissory note to NBC and a security agreement to NationsBank of South
Carolina, N.A. ("NBSC"). The terms of Mr. Johnson's borrowing were set forth in
a commitment letter (the "Commitment Letter," together with the promissory note
and the security agreement the "Johnson Loan Documents") from NBC dated December
7, 1995, which, among other things, authorized NBC, in an event of default (as
defined therein), to sell all or any part of the Common Stock held as collateral
by NBSC. In connection with the Trust Loans, each of the Trusts and the E.W.
Johnson Trust delivered to NBF a Collateral Maintenance Agreement (the
"Collateral Agreement"), and certain other documents described therein, (the
"G.D.J. Trust Loan Documents," the "S.P.J. Trust Loan Documents," and the "E.W.
Johnson Trust Loan Documents," respectively) which provide that each of the
Trust Loans would be secured by Common Stock in such an amount that the
outstanding principal balance of the Trust Loans would never be equal to or
greater than 50%, until June 11, 1996, and 60% thereafter (the "Margin
Percentage"), of the aggregate market price of the Common Stock held as
collateral (the "Collateral") by NBF. In the event the outstanding principal
balance of the Trust Loans at any time exceeds the Margin Percentage, the
Collateral Agreements authorize NBF to sell all or part of the respective
Reporting Person's Collateral.
In accordance with the terms of the Commitment Letter, Mr. Johnson executed
a security agreement which granted a security interest in favor of NBSC in the
Common Stock of the Company to be held upon consummation of the Concurrent
Offering (1,207,882 shares).
In accordance with the terms of the respective Collateral Agreements, each
of the Trusts and the E.W. Johnson Trust executed Pledge, Hypothecation, and
Security Agreements which granted security interests in favor of NBF in the
Common Stock of the Company held at that
7
<PAGE>
time by the Trusts (3,150,000 shares for each of the Trusts) and the E.W.
Johnson Trust (210,000 shares).
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired the shares of Common Stock
beneficially owned by it for the purpose of investment. This Amendment is being
filed to reflect the fact that Mr. Johnson resigned as a trustee of each of the
Trusts and that Mr. Chapman resigned as a trustee of the S.P.J. Trust.
The Reporting Persons have no present plans or proposals which relate to or
would result in any of the following (although the Reporting Persons reserve the
right to develop such plans or proposals or any other plans relating to the
Company and to take action with respect thereto): (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the Company's business or corporate structure; (vi) any
material change in the present capitalization or dividend policy of the Company;
(vii) changes in the Company's certificate of incorporation, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
Mr. Johnson beneficially owns directly (i) 1,207,882 shares of Common
Stock, and (ii) 50,000 shares of Common Stock through stock options, pursuant to
the Company's Amended and Restated 1995 Employee Stock Option Plan, that are
exercisable within 60 days of the date hereof. Mr. Johnson disclaims beneficial
ownership of the 49,088 shares of Common Stock owned by the G.D.J., Jr. Trust
u/a/d December 13, 1994 (the "G.D.J. Jr. Trust") of which he is the sole
trustee. The 1,257,882 shares of Common Stock beneficially owned by Mr. Johnson
represent approximately 1.4% of the outstanding Common Stock as of June 16,
1997. Including the 49,088 shares of Common Stock owned by the G.D.J. Jr.
Trust, Mr. Johnson may be deemed to beneficially own 1,306,970 shares of Common
Stock, representing in the aggregate approximately 1.4% of the outstanding
Common Stock as of June 16, 1997. The percentage calculation set forth in the
preceding two sentences are based on 95,361,658 shares of Common Stock
outstanding as of June 16, 1997.
Each of the Trusts currently beneficially owns directly 3,623,650 shares of
Common Stock, representing approximately 3.8% of the issued and outstanding
Common Stock. Mr.
8
<PAGE>
Chapman has sole power to vote and dispose of all of the shares of Common Stock
beneficially owned by the E.W. Johnson Trust and the G.D.J. Trust.
Mr. Chapman currently beneficially owns directly 120,788 shares of Common
Stock, 3,623,650 shares of Common Stock through the G.D.J. Trust, and 241,576
shares of Common Stock through the E.W. Johnson Trust, representing in the
aggregate approximately 4.2% of the issued and outstanding Common Stock.
As of the date hereof, none of the Reporting Persons currently beneficially
owns more than 5% of the outstanding Common Stock. See Item 3 for additional
information which may be required by this Item 5. No transactions in Common
Stock were effected during the past 60 days by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
The shares of Common Stock beneficially owned by Mr. Johnson are held in a
pledged collateral account with Merrill Lynch International Bank ("Merrill
Lynch") which permits Mr. Johnson to borrow up to 40% of the aggregate market
price of the Common Stock held in the account. The outstanding balance of any
loan pursuant to the account may not exceed 50% of the value of the aggregate
market price of the Common Stock held as collateral.
Of the shares of Common Stock beneficially owned by each of the Trusts,
3,150,000 shares are held in pledged collateral accounts with Donaldson, Lufkin
& Jenrette Securities Corp. ("DLJ") which permits the G.D.J. Trust and the
S.P.J. Trust each to borrow up to $17 million (each, a "DLJ Account"). The
aggregate market price of the Common Stock held as collateral in each of the DLJ
Accounts must be equal to or greater than 130% of any outstanding loan balance
pursuant to such DLJ Account.
The remaining 473,650 shares of Common Stock beneficially owned by each of
the Trusts are held in pledged collateral accounts with Goldman Sachs & Co.
("Goldman Sachs") which permits the G.D.J. Trust and S.P.J. Trust each to borrow
against the aggregate market price of the Common Stock held in the account
(each, a "Goldman Account"). The outstanding balance of any loan pursuant to
each of the Goldman Accounts may not exceed 35% of the value of the aggregate
market price of the Common Stock held as collateral.
The shares of Common Stock beneficially owned by the E.W. Johnson Trust are
held in a pledged collateral account with Merrill Lynch which permits the E.W.
Johnson Trust to borrow up to 40% of the aggregate market price of the Common
Stock held in the account. The outstanding balance of any loan pursuant to the
account may not exceed 50% of the value of the aggregate market price of the
Common Stock held as collateral.
See Items 2 and 3 for additional information which may be required by this
Item 6.
9
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
----------- -----------
1 Commitment letter dated December 7, 1995 from
NBC to Mr. Johnson; Promissory Note in the amount
of $655,000 executed by Mr. Johnson in favor of
NBC.*
2 Promissory Note in the amount of $2,863,207
executed by the G.D.J. Trust in favor of NBF;
Collateral Maintenance Agreement; Tax Indemnity
Agreement; Pledge, Hypothecation and Security
Agreement; Affidavit of Borrower (as to execution
of Promissory Note); Stock Transfer Agreement;
Guaranty Agreement between George D. Johnson, Jr.
and NBF; and Letter Agreement (each as between NBF
and the G.D.J. Trust unless otherwise noted).*
3 Promissory Note in the amount of $2,863,207
executed by the S.P.J. Trust in favor of NBF;
Collateral Maintenance Agreement; Tax Indemnity
Agreement; Pledge, Hypothecation and Security
Agreement; Affidavit of Borrower (as to execution
of Promissory Note); Stock Transfer Agreement;
Guaranty Agreement between George D. Johnson, Jr.
and NBF; and Letter Agreement (each as between NBF
and the S.P.J. Trust unless otherwise noted).*
4 Promissory Note in the amount of $190,880
executed by the E.W. Johnson Trust in favor of
NBF; Collateral Maintenance Agreement; Tax
Indemnity Agreement; Pledge, Hypothecation and
Security Agreement; Affidavit of Borrower (as to
execution of Promissory Note); Stock Transfer
Agreement; Guaranty Agreement between George D.
Johnson, Jr. and NBF and Letter Agreement (each
as between NBF and the S.P.J. Trust unless
otherwise noted).*
5 Agreement dated as of July 11, 1997 among Mr.
Johnson, the G.D.J. Trust, the S.P.J. Trust, and
Mr. Chapman regarding the filing of this Amendment
to the Statement on Schedule 13D.
- -----------------
* Previously filed
10
<PAGE>
Signature
---------
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Date: July 11, 1997
/s/ Stewart H. Johnson
-----------------------------
Stewart H. Johnson
G.D. JOHNSON, III ESA TRUST
u/a/d AUGUST 17, 1995
By: /s/ A. Foster Chapman
--------------------------
A. Foster Chapman
Trustee
S.P. JOHNSON ESA TRUST
u/a/d AUGUST 17, 1995
By: /s/ Dan C. Breeden, Jr.
--------------------------
Dan C. Breeden, Jr.
Trustee
/s/ A. Foster Chapman
-----------------------------
A. Foster Chapman
11
<PAGE>
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
------------------------------------------------
The undersigned agree that Amendment No. 1 to the Statement on Schedule 13D
to which this Agreement is attached is filed on behalf of each one of them
pursuant to Rule 13d-1(f)(1)(iii). This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which shall together constitute one instrument.
Dated: July 11, 1997
/s/ Stewart H. Johnson
--------------------------------------------
Stewart H. Johnson
G.D. Johnson, III ESA Trust u/a/d August 17,
1995
By: /s/ A. Foster Chapman
-----------------------------------------
A. Foster Chapman
Trustee
S.P. Johnson ESA Trust u/a/d August 17, 1995
By: /s/ Dan C. Breeden, Jr.
-----------------------------------------
Dan C. Breeden, Jr.
Trustee
/s/ A. Foster Chapman
--------------------------------------------
A. Foster Chapman
