UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ALTERRA HEALTHCARE CORPORATION
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
02146C104
--------------------------------------------------------
(CUSIP Number)
AR Investments Limited c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam
The Netherlands
Tel. No.: 011-31-20-623-2205
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 2000
--------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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).
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AR Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RH Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VXM Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LXB Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HR Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rachel Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vivian Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lillian Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Henry Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Monument Trust Company Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Guernsey, Channel Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Advisors S.A.R.L.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Luxemburg
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LMR Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The LMR Family Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caledonian Bank & Trust Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
---
(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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.82 %
14. TYPE OF REPORTING PERSON
CO
AR Investments Limited, a Cayman Islands corporation ("AR
Investments"), RH Investments Limited, a Cayman Islands corporation ("RH
Investments"), VXM Investments Limited, a Cayman Islands corporation ("VXM
Investments"), LXB Investments Limited, a Cayman Islands corporation ("LXB
Investments"), HR Investments Limited, a Cayman Islands corporation ("HR
Investments") Barry Trust, a Guernsey, Channel Islands trust ("Barry
Trust"), Rachel Trust, a Guernsey, Channel Islands trust ("Rachel Trust"),
Vivian Trust, a Guernsey, Channel Islands trust ("Vivian Trust"), Lillian
Trust, a Guernsey, Channel Islands trust ("Lillian Trust"), Henry Trust, a
Guernsey, Channel Islands trust ("Henry Trust"), The Monument Trust Company
Limited, a Guernsey, Channel Islands corporation (the "Monument Trustee"),
IPC Advisors S.A.R.L., a Luxemburg corporation ("IPC"), LMR Investments
Limited, a Cayman Islands corporation ("LMR Investments"), The LMR Family
Trust, a Cayman Islands trust (the "LMR Trust") and Caledonian Bank & Trust
Limited, a Cayman Islands corporation (the "Caledonian Trustee" and
collectively with AR Investments, RH Investments, VXM Investments, LXB
Investments, HR Investments, Barry Trust, Rachel Trust, Vivian Trust,
Lillian Trust, Henry Trust, the Monument Trustee, IPC, LMR Investments, and
LMR Trust, the "Reporting Persons") hereby amend the report on Schedule 13D
filed by the Reporting Persons on January 18, 2000 (the "Schedule 13D") in
respect of common stock, par value $0.01 per share (the "Common Stock") of
Alterra Healthcare Corporation, a Delaware corporation (the "Issuer"), as
amended by Amended No. 1 thereto filed on January 26, 2000, as set forth
below. The Reporting Persons are making this single joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d) (3) of the Securities Exchange Act of 1934 (the "Exchange Act").
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of Schedule 13d is hereby amended and restated as follows:
(a) The names of the persons filing this statement (the "Reporting
Persons") are AR Investments Limited, a Cayman Islands corporation ("AR
Investments"), RH Investments Limited, a Cayman Islands corporation ("RH
Investments"), VXM Investments Limited, a Cayman Islands corporation ("VXM
Investments"), LXB Investments Limited, a Cayman Islands corporation ("LXB
Investments"), HR Investments Limited, a Cayman Islands corporation ("HR
Investments"), Barry Trust, a Guernsey, Channel Islands trust ("Barry
Trust"), Rachel Trust, a Guernsey, Channel Islands trust ("Rachel Trust"),
Vivian Trust, a Guernsey, Channel Islands trust ("Vivian Trust"), Lillian
Trust, a Guernsey, Channel Islands trust ("Lillian Trust"), Henry Trust, a
Guernsey, Channel Islands trust ("Henry Trust"), The Monument Trust Company
Limited, a Guernsey, Channel Islands corporation (the "Monument Trustee"),
IPC Advisors S.A.R.L., a Luxemburg corporation ("IPC), LMR Investments
Limited, a Cayman Islands corporation ("LMR Investments"), The LMR Family
Trust, a Cayman Islands trust (the "LMR Trust") and Caledonian Bank & Trust
Limited, a Cayman Islands corporation (the "Caledonian Trustee"). The
Reporting Persons are making this single joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d) (3) of
the Securities Exchange Act of 1934 (the ("Exchange Act").
AR Investments is 100% owned by the Barry Trust, a Guernsey, Channel
Islands trust. RH Investments is 100% owned by the Rachel Trust, a
Guernsey, Channel Islands trust. VXM Investments is 100% owned by the
Vivian trust, a Guernsey, Channel Islands trust. LXB Investments is 100%
owned by the Lillian Trust, a Guernsey, Channel Islands trust. HR
Investments is 100% owned by the Henry Trust, a Guernsey, Channel Islands
trust.
The Monument Trust Company Limited, a Guernsey, Channel Islands
corporation, is the trustee (the "Monument Trustee") for the Barry Trust,
the Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust.
The Monument Trustee has discretion regarding investment and voting
decisions. LMR Protector Limited, a Cayman Islands corporation, has the
power under the trust declarations to remove or replace the Monument
Trustee.
LMR Investments Limited, a Cayman Islands corporation owns 100% of the
equity of IPC and LMR Family Trust, a Cayman Islands trust, owns 100% of
the equity of LMR Investments Limited.
The names of the directors of AR Investments, RH Investments, VXM
Investments, LXB Investments, and HR Investments are Henry Reichmann and J.
B. Unsworth. The names of the directors and executive officers of the
Monument Trustee are Simon Brooks, Stephen John Harlow, Simon Richard
Henning, Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder
and Kenneth Rayner. The names of the directors and executive officers of
LMR Protector Limited are J.B. Unsworth and Joseph Reichmann.
The names of the directors of IPC are H. Reichmann and J.B. Unsworth.
The names of the directors of LMR Investments are H. Reichmann and J.B.
Unsworth. The names of the directors and executive officers of the
Caledonian Trustee are W.S. Walker, D.G. Bird, G.J.R. Stein, A.J.E. Foster,
D.S. Sargison, D.J.V. Burge, D.S. Walker, B.G.H. McGrath, Vijayabalan
Murugesu and F.M. Barrie.
(b) The business address for each of AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments is c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam, The Netherlands. The
business address of J.B. Unsworth and Henry Reichmann is c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam,The Netherlands. The
business address of the Barry Trust, the Rachel Trust, the Vivian Trust,
the Lillian Trust and the Henry Trust is c/o The Monument Trust Company
Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel
Islands, GY1 4LE.
The business address of the Monument Trustee is The Monument Trust
Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey,
Channel Islands, GY1 4LE. The business address of each of the directors and
executive officers of the Monument Trustee is as follows:
Simon Brooks 14 New Street, St. Peter Port, Guernsey
Stephen John Harlow 14 New Street, St. Peter Port, Guernsey
Simon Richard Henning 14 New Street, St. Peter Port, Guernsey
Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey
Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey
Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port,
Guernsey
Kenneth Rayner Canada Court, Upland Road, St. Peter Port,
Guernsey
The business address of LMR Protector Limited is Walker House, P.O.
Box 265, Mary Street, George Town, Grand Cayman. The business address of
each of the directors and executive officers of LMR Protector Limited is
c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam, The
Netherlands.
The business address of IPC is IPC Advisors S.A.R.L. c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of
each of the directors of IPC is IPC Advisors S.A.R.L. c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam.
The business address of LMR Investments is Walker House, Mary Street,
Georgetown, Grand Cayman, Cayman Islands. The business address of each of
the directors of LMR Investments is Walker House, Mary Street, George Town,
Grand Cayman, Cayman Islands.
The business address of the LMR Trust is Caledonian House, Jennette
Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands.
The business address of the Caledonian Trustee is Caledonian House,
Jennette Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands.
The business address of each of the directors and executive officers of the
Caledonian Trustee is Caledonian House, Jennette Street, P.O. Box 1043,
George Town, Grand Cayman, Cayman Islands.
(c) AR Investments, RH Investments, VXM Investments, LXB Investments,
HR Investments, IPC and LMR Investments are corporations whose principal
business is to hold, finance and participate in investments. Each of the
Barry Trust, the Rachel Trust, the Vivian Trust, the Lillian Trust, the
Henry Trust and the LMR Trust are trusts whose principal business is to
hold assets on behalf of beneficiaries of the trust. The Monument Trustee
and the Caledonian Trustee are corporations whose principal business is to
provide professional trustee and corporate management services.
The present principal occupation of each of the directors of AR
Investments, RH Investments, VXM Investments, LXB Investments, and HR
Investments is a corporate executive.
The present principal occupation of each of the directors of IPC and
LMR Investments is a private investor.
The present principal occupation of each of the directors and
executive officers of the Monument Trustee is as follows:
Simon Brooks Chartered Accountant
Stephen John Harlow Chartered Accountant
Simon Richard Henning Chartered Accountant
Geoffrey Robert Le Page Accountant
Andrew John Tabemer Chartered Accountant
Ansel Edwin Holder Managing Director - Banking
Kenneth Rayner Head of Trust for British Isles.
The present principal occupation of Joseph Reichmann is a corporate
executive.
The present principal occupation of each of the directors and
executive officers of the Caledonian Trustee is as follows:
W.S. Walker Chairman of the Caledonian Trustee
D.G. Bird Non-executive Director of Caledonian Trustee
G.J.R. Stein Attorney-at-law with W.S. Walker & Company
A.J.E. Foster Attorney-at-law with W.S. Walker & Company
D.S. Sargison Managing Director of Caledonian Trustee
D.J.V. Burge Managing Director of Caledonian (Isle of
Man) Limited
D.S. Walker Assisting Managing Director of Caledonian Trustee
B.G.H. McGrath Assisting Managing Director of Caledonian Trustee
Vijayabalan Murugesu Assisting Managing Director of Caledonian Trustee
F.M. Barrie Assistant Secretary of Caledonian Trustee
(d) During the past five years, none of the persons referred to in
paragraph (a) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the persons referred to in
paragraph (a) above 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 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.
(f) AR Investments, RH Investments, VXM Investments, LXB Investments,
HR Investments and LMR Investments are organized under the laws of the
Cayman Islands.
Each of the directors of AR Investments, RH Investments, VXM
Investments, LXB Investments, HR Investments and LMR Investments is a
Canadian citizen.
IPC is organized under the laws of Luxemburg. Each of the directors of
IPC is a Canadian citizen.
Each of the Barry Trust, the Rachel Trust, the Vivian Trust, the
Lillian Trust and the Henry Trust is organized under the laws of Guernsey,
Channel Islands.
The Monument Trustee is organized under the laws of Guernsey, Channel
Islands. Each of the directors and executive officers of the Monument
Trustee is a British citizen.
Joseph Reichmann is an Israeli citizen.
The Caledonian Trust is organized under the laws of the Cayman
Islands.
The Caledonian Trustee is organized under the laws of the Cayman
Islands. The directors and executive officers of the Caledonian Trustee
have the following citizenship:
W.S. Walker Cayman Islands
D.G. Bird Cayman Islands
G.J.R. Stein United Kingdom
A.J.E. Foster United Kingdom
D.S. Sargison United Kingdom
D.J.V. Burge United Kingdom
D.S. Walker Cayman Islands
B.G.H. McGrath Republic of Ireland
Vijayabalan Murugesu Malaysia
F.M. Barrie United Kingdom
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated as
follows:
On January 6, 2000, each of AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments used $1,540,000 ($7,700,000
in the aggregate) from their respective working capital to purchase 220,000
shares (1,100,000 shares in the aggregate) of Common Stock from an
affiliate of the Reporting Person. This affiliate had acquired these
1,100,000 shares (which represent less than 5% of the outstanding shares of
Common Stock) in open market transactions on the American Stock Exchange
from December 10, 1999 through December 22, 1999 at an aggregate price of
$7,713,805 (or an average of $7.0126 per share).
Each of AR Investments, RH Investments, VXM Investments, LXB
Investments and HR Investments used $1,352,332 ($6,761,660 in the
aggregate) from their respective working capital to acquire an additional
179,080 shares of Common Stock (or 895,400 shares in the aggregate) in open
market transactions on the American Stock Exchange from January 6, 2000 to
January 25, 2000. Each of AR Investments, RH Investments, VXM Investments,
LXB Investments and HR Investments used $271,462 ($1,357,310 in the
aggregate) from their respective working capital to acquire an additional
34,500 shares of Common Stock (or 172,500 shares in the aggregate) in open
market transactions on the American Stock Exchange from January 26, 2000 to
January 31, 2000. See Item 5(c).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the shares of Common Stock for
investment purposes. The Reporting Persons will continuously evaluate their
ownership of shares of Common Stock and the Issuer's business and industry.
Depending on market conditions and other factors that the Reporting Persons
may deem material to their investment decision, each of the Reporting
Persons may from time to time acquire additional shares of Common Stock in
the open market or in privately negotiated transactions or may dispose of
all or a portion of the shares of Common Stock that such Reporting Person
now owns or may hereafter acquire. Accordingly, the Reporting Persons
should not be considered passive investors.
Representatives of IPC and the Issuer are having discussions with
respect to a possible significant equity investment in the Issuer by IPC
and/or its affiliates. In this connection, the Issuer is providing certain
confidential information to IPC pursuant to a confidentiality agreement.
There can be no assurance that any such investment will be made. Pursuant
to the confidentiality agreement, among other things, IPC has agreed
through January 31, 2001, without the prior written consent of the Issuer
(with certain exceptions), not to (i) acquire any additional voting
securities or rights to acquire voting securities of the Issuer; (ii) make,
or participate in any proxy solicitation or seek to influence the voting of
securities of the Issuer; (iii) participate in a "group" with respect to
any voting securities of the Issuer; or (iv) otherwise act to seek control
of the management, Board of Directors or policies of the Issuer.
Except as noted above, none of the Reporting Persons currently has any
plans or proposals, though each Reporting Person reserves the right to
subsequently devise or implement plans or proposals, which relate to or
would result in: (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer 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; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Quarterly Report of Form 10-Q for the
quarterly period ending September 30, 1999, the aggregate number of shares
of outstanding Common Stock is 22,084,888 shares. The percentages in this
Item 5 are based upon this information.
(a) AR Investments, RH Investments, VXM Investments, LXB Investments,
and HR Investments each hold directly 433,580 shares of Common Stock
(representing approximately 1.96% of the outstanding shares of Common
Stock). Pursuant to Rule 13d-3 of the Exchange Act, each Reporting Person
may be deemed to be the beneficial owner of all 2,167,900 shares of Common
Stock held by the Reporting Persons representing 9.82% of the outstanding
shares of Common Stock.
(b) The Reporting Persons as a group have sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of
the shares of Common Stock. See Item 2(a).
(c) During the last 60 days, the Reporting Persons have acquired the
following shares of Common Stock:
(i) On January 6, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased 220,000
shares of Common Stock from an affiliate at $7.0000 per share. See Item 3.
(ii) On January 6, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 25,820 shares
of Common Stock at $7.0930 per share.
(iii) On January 7, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 52,880 shares
of Common Stock at $7.4343 per share.
(iv) On January 10, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 10,000 shares
of Common Stock at $7.9506 per share.
(v) On January 11, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 12,980 shares
of Common Stock at $8.2371 per share.
(vi) On January 13, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 9,000 shares of
Common Stock at $7.5000 and 22,340 shares of Common Stock at $7.3459 per
share.
(vii) On January 18, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,040 shares of
Common Stock at $7.6196 per share.
(viii) On January 19, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,600 shares of
Common Stock at $7.6300 per share.
(ix) On January 20, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,060 shares of
Common Stock at $7.6400 per share.
(x) On January 21, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 18,720 shares
of Common Stock at $7.8770 per share.
(xi) On January 24, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 16,980 shares
of Common Stock at $7.6940 per share.
(xii) On January 25, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 6,660 shares of
Common Stock at $7.7630 per share.
(xiii) On January 26, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 9,940 shares of
Common Stock at $7.8010 per share.
(xiv) On January 27, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 13,420 shares
of Common Stock at $7.7800 per share.
(xv) On January 28, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 8,680 shares of
Common Stock at $8.0284 per share.
(xvi) On January 31, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 2,460 shares of
Common Stock at $8.0595 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and restated as follows:
AR Investments, RH Investments, VXM Investments, LXB Investments and
HR Investments are each ultimately controlled by the Monument Trustee. IPC,
LMR Investments and LMR Trust are each ultimately controlled by the
Caledonian Trust. AR Investments, RH Investments, VXM Investments, LXB
Investments, HR Investments, the Barry Trust, the Rachel Trust, the Vivian
Trust, the Lillian Trust, the Henry Trust, IPC, LMR Investments and LMR
Trust may be deemed to be a group pursuant to section 13(d) (3) and
Rule 13d-5(b) (1) of the Exchange Act. Except as disclosed in Item 4, the
Reporting Persons and the other persons named in Item 2(a) have not entered
into any contracts, arrangements, understandings or relationships (legal or
otherwise) among themselves or between themselves and any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies. No securities
are pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2. Joint Filing Agreement of the Reporting Parties, dated
February 25, 2000.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth on this statement is true,
complete and correct.
Dated: February 25, 2000
AR Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Barry Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
VXM Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Vivian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in its
capacity as Trustee of Barry Trust, Rachel
Trust, Vivian Trust, Lillian Trust and
Henry Trust
By: /s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
IPC Advisors S.A.R.L.
By: /s/ J.B. Unsworth
------------------
Name: J.B. Unsworth
Title: Manager
LMR Investments Limited
By: /s/ J.B. Unsworth
-------------------
Name: J.B. Unsworth
Title: Director
LMR Family Trust by Caledonian Bank
& Trust Limited in its capacity as Trustee
By: /s/ David Sargison
----------------------------------------
Name: David Sargison
Title: Managing Director
Caledonian Bank & Trust Limited in
its capacity as Trustee of the LMR Family
Trust
By: /s/ David Sargison
----------------------------------------
Name: David Sargison
Title: Managing Director
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him, her or it
contained herein, but shall be not responsible for the completeness and
accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that
such information is accurate.
Dated: February 25, 2000
AR Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Barry Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
VXM Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Vivian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
By:/s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust
Company Limited in its capacity as Trustee
By:/s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in its
capacity as Trustee of Barry Trust, Rachel
Trust, Vivian Trust, Lillian Trust and Henry
Trust
By: /s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
IPC Advisors S.A.R.L.
By: /s/ J.B. Unsworth
------------------
Name: J.B. Unsworth
Title: Manager
LMR Investments Limited
By: /s/ J.B. Unsworth
-----------------
Name: J.B. Unsworth
Title: Director
LMR Family Trust by Caledonian Bank
& Trust Limited in its capacity as Trustee
By: /s/ David Sargison
----------------------------------------
Name: David Sargison
Title: Managing Director
Caledonian Bank & Trust Limited in
its capacity as Trustee of the LMR Family
Trust
By: /s/ David Sargison
----------------------------------------
Name: David Sargison
Title: Managing Director
