<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)*
PHOENIX INTERNATIONAL LTD., INC.
--------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of class of securities)
719078-10-7
------------
(CUSIP Number)
MS. PATRICIA B. TODD
2550 TYVOLA ROAD, SUITE 460
CHARLOTTE, NORTH CAROLINA 28217
TELEPHONE: (704) 357-3133
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
ALAN J. PRINCE, ESQ.
MARK E. THOMPSON, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: (404) 572-4600
October 25, 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 Rule 13d-1(e), 13d-1(f) or 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 purpose of Section 18 of the Securities Exchange Act of
1934 (the "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).
(Continued on following pages)
<PAGE> 2
CUSIP NO. 719078-10-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
LONDON BRIDGE SOFTWARE HOLDINGS PLC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
ENGLAND AND WALES
<TABLE>
<S> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0. SEE ITEMS 4, 5 AND 6.
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 3,107,078. SEE ITEMS 4, 5 AND 6.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 861,623. SEE ITEMS 4, 5 AND 6.
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
0
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,107,078
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
Exhibit Index on Page 11
<PAGE> 3
CUSIP NO. 719078-10-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
London Bridge Core Systems, Inc. (formerly known as London
Bridge Acquisition Company, Inc.)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
Delaware
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 2,245,455. SEE ITEMS 4, 5 AND 6.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,455
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
Exhibit Index on Page 11
<PAGE> 4
This Amendment No. 4 (this "Amendment) amends the Statement on Schedule
13D dated February 14, 2000, as amended by Amendment No. 1 on August 22, 2000,
Amendment No. 2 on September 22, 2000 and Amendment No. 3 on October 7, 2000 (as
amended, the "Schedule 13D"), and is filed by London Bridge Software Holdings
plc. ("London Bridge" or the "Reporting Person") and London Bridge Core Systems,
Inc. (formerly known as London Bridge Acquisition Company, Inc.), a Delaware
corporation and an indirect wholly owned subsidiary of London Bridge ("Sub").
This Amendment is filed with respect to the Common Stock, $.01 par value per
share (the "Common Stock"), of Phoenix International Ltd., Inc., a Florida
corporation (the "Company"). Capitalized terms used in the Amendment and not
otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety to read as
follows:
"This Schedule is filed on behalf of London Bridge and Sub. London
Bridge's business address is 16th Floor London Bridge House, 25 London
Bridge Street, London, England SE1 9SG. Its principal business is the
development of software systems for retail financial institutions.
London Bridge and Sub disclaim the existence of a group with any other
persons or entities.
Set forth below are the name, citizenship, business address, present
principal occupation and name and address of the employer of each
executive officer and director of London Bridge. Unless otherwise
indicated, the business address of each such executive officer and
director is 16th Floor London Bridge House, 25 London Bridge Street,
London, England SE1 9SG.
<TABLE>
<CAPTION>
Name Citizenship Business Address Principal Occupation
---- ----------- ---------------- --------------------
<S> <C> <C> <C>
Gordon Crawford United Kingdom London Bridge Chairman, Executive
(Chairman, Director and Chief
Executive Director Executive Officer of
and Chief Executive London Bridge
Officer of London
Bridge)
James Reid United Kingdom London Bridge Executive Director
(Executive Director and Finance Director
and Finance Director of London Bridge
of London Bridge)
Jon Lee United Kingdom London Bridge Chief Operating
(Executive Director Officer of
and Chief Operating London Bridge
Officer of London
Bridge)
Chris Rowbottom United Kingdom London Bridge Managing Director
(Executive Director of Europe and Asia
and Managing Director Operations of London Bridge
of Europe and Asia
Operations of London
Bridge)
John C. Birkmire United Kingdom London Bridge Non-Executive
(Non-Executive Director of London
Director of London Bridge
Bridge)
Kenneth R. Hunt United States International President and Chief
(Non-Executive Management Consultancy Executive Officer of
Director of London Ltd., Inc. International
Bridge) P.O. Box 14291 Management Consultancy
Greensboro, NC Ltd, Inc.
27415
Paul Boughton United Kingdom Faircy Group plc Business Development
(Non-Executive Station Road Director of Faircy
Director of London Egham, Surrey, England Group plc
Bridge) TW20 9 NP
Simon J. Parsliffe United Kingdom London Bridge Secretary of London
(Secretary of Bridge
London Bridge)
</TABLE>
Page 4 of 11 Pages
Exhibit Index on Page 11
<PAGE> 5
Sub's business address is 16th Floor London Bridge House, 25 London
Bridge Street, London, England, SE1 9SG. Sub was incorporated for the
purpose of acquiring substantially all of the assets and certain
liabilities of the Company pursuant to the Transaction (as defined
below).
Set forth below are the name, citizenship, business address, present
principal occupation and name and address of the employer of each
executive officer and director of Sub. Unless otherwise indicated, the
business address of each such executive officer and director is 16th
Floor London Bridge House, 25 London Bridge Street, London, England SE1
9SG.
<TABLE>
<CAPTION>
Name Citizenship Business Address Principal Occupation
---- ----------- ---------------- --------------------
<S> <C> <C> <C>
Gordon Crawford United Kingdom London Bridge Chairman, Executive
(Director of Sub) Director and Chief
Executive Officer of
London Bridge
James Reid United Kingdom London Bridge Executive Director
(Director of Sub) and Finance Director
of London Bridge
Jon Lee United Kingdom London Bridge Chief Operating
(Director, President Officer of London
and Chief Executive Bridge
Officer of Sub)
Chris Rowbottom United Kingdom London Bridge Managing Director of
(Senior Vice Europe and Asia
President of Operations
Operations of Sub)
Russ Bennet United States LBSS, Inc. Senior Vice
(Senior Vice 3550 Engineering Drive President - Operations
President of Sub) Suite 200 of LBSS, Inc.
Norcross, GA 30092
Chris Anderson United States LBSS, Inc. Senior Vice
(Senior Vice 3550 Engineering Drive President - Finance
President of Suite 200 and Chief Financial
Finance; Treasurer Norcross, GA 30092 Officer of LBSS, Inc.
and Chief Financial
Officer of Sub)
Patricia B. Todd United States LBSS, Inc. Senior Vice
(Senior Vice 2550 W. Tyvola Road President and
President of Legal Suite 460 General Counsel of
Affairs and Secretary Charlotte, NC 28217 LBSS, Inc.
of Sub)
Simon Parsliffe United Kingdom London Bridge Secretary of
(Assistant Secretary London Bridge
of Sub)
Banks Neil United States LBSS, Inc. Assistant General
(Assistant Secretary 3550 Engineering Drive Counsel of LBSS, Inc.
of Sub) Suite 200
Norcross, GA 30092
</TABLE>
During the last five years, neither London Bridge nor Sub, nor, to the
best knowledge of London Bridge or Sub, any of the persons listed in
this Item 2 (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was 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 activities subject to, federal or state securities laws or
finding any violation of such laws."
Page 5 of 11 Pages
Exhibit Index on Page 11
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by adding the following new second paragraph:
"No separate consideration was paid by London Bridge or Sub in
connection with the Shareholders' Agreements (as defined below). If the
Purchase Agreement (as defined below) is consummated in accordance with
its terms, all amounts to be paid by London Bridge and Sub in
connection therewith will be funded from amounts available in London
Bridge's cash accounts."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as
follows:
"London Bridge acquired the Shares on February 14, 2000 for
investment purposes to participate in the future financial growth of
the Company. In addition, London Bridge and the Company agreed to
engage in the joint marketing of certain software products.
On August 22, 2000 London Bridge and the Company entered into
an Exclusivity Agreement (the "Exclusivity Agreement") which provided
that for a period of 30 consecutive days, the Company would not, nor
would it authorize or permit any of its subsidiaries or any of the
directors, officers, employees, advisors or agents or any other
representatives of the Company or its subsidiaries to, directly or
indirectly, (a) solicit, initiate or encourage the submission of, or
enter into any agreement or understanding with respect to, any
acquisition proposal or (b) participate in, engage in or encourage any
discussion or negotiations regarding, or furnish to any person any
non-public information with respect to, or take any other action to
assist or facilitate any inquiries or the making of, any proposal that
constitutes, or could reasonably be expected to lead to, any
acquisition proposal. The Company agreed promptly to provide oral and
written notice to London Bridge of (a) the receipt during the
exclusivity period of any acquisition proposal or any inquiry which
could reasonably be expected to lead to any acquisition proposal, (b)
the material terms and conditions of such acquisition proposal or
inquiry, and (c) the identity of such person making any such
acquisition proposal or inquiry. The Company and London Bridge agreed
to work together in good faith to execute definitive documentation with
respect to a transaction as soon as the parties deemed to be reasonably
practicable recognizing that time is of the essence and taking into
account recent developments with the Company's financial statements.
In addition, the Exclusivity Agreement provided that if within
six months after the date of the Exclusivity Agreement, the Company
entered into any agreement relating to, or consummated, an acquisition
proposal with a person other than London Bridge, then immediately prior
to, and as a condition of, consummation of such transaction the Company
would pay to London Bridge upon demand $2.0 million.
On September 22, 2000 London Bridge and the Company amended
the Exclusivity Agreement to extend the exclusivity period through
October 8, 2000. The parties also agreed to negotiate in good faith
with respect to the execution by such date of a definitive agreement
providing for the acquisition of the Company by London Bridge and the
extension by London Bridge to the Company of a working capital line of
credit of up to $10 million for interim financing. All other terms and
conditions of the Exclusivity Agreement remained unchanged by the
amendment.
On October 3, 2000 London Bridge and the Company further
amended the Exclusivity Agreement to extend the exclusivity period
through October 31, 2000. All other terms and conditions of the
Exclusivity Agreement remained unchanged by the amendment.
Page 6 of 11 Pages
Exhibit Index on Page 11
<PAGE> 7
On October 25, 2000, Company entered into an Asset Purchase
Agreement (the "Purchase Agreement") with London Bridge and Sub.
Pursuant to the Purchase Agreement, the Company agreed to sell and
Sub agreed to buy substantially all of the assets of the Company and
its subsidiaries for cash in the amount of $45,462,092 (the "Purchase
Price") and Sub agreed to assume certain specified liabilities of the
Company and its subsidiaries (the "Transaction"). In addition, on
October 27, 2000, London Bridge entered into a Loan Agreement (the
"Loan Agreement") with the Company, whereby London Bridge agreed to
loan to the Company up to $10,000,000 to fund the Company's working
capital requirements until the closing of the transactions
contemplated by the Purchase Agreement.
On the closing date, Sub will pay to the Company cash in an
amount equal to the difference between the Purchase Price (as
adjusted pursuant to the Purchase Agreement) and the amounts
deposited into escrow on the closing date. London Bridge will deposit
into an escrow account an amount equal to (i) 25% of the Purchase
Price to indemnify London Bridge and Sub for certain liabilities plus
(ii) the then outstanding borrowings under the line of credit. Upon
expiration of the escrow period on September 30, 2001, London Bridge
and Sub will pay to the Company out of the escrow account any
additional amounts remaining in escrow that are not required to be
returned to London Bridge.
The completion of the Transaction is subject to various
conditions, including the approval of the Purchase Agreement and the
Transaction by the holders of at least 66 2/3% of the Company's
outstanding Common Stock, final settlement of the pending class
action litigation against the Company and the receipt of all
necessary governmental and regulatory approvals. Additionally, the
Purchase Agreement may be terminated by the Company or London Bridge
if the Transaction has not been completed by March 31, 2001.
Pursuant to the terms of the Loan Agreement, London Bridge has
agreed to provide to the Company a line of credit of up to
$10,000,000. The line of credit is secured by the Company's
intellectual property. The Company may draw on the line of credit no
more than once in any 30 day period. Each borrowing must be a minimum
of $200,000 and cannot exceed $2,000,000. Interest on the line of
credit is equal to the prime rate plus 1.0%. Interest and principal
are payable on maturity. The maturity date of the loan is the earlier
of (i) the closing of the Transaction, (ii) 90 days following an
event of default under the terms of the Loan Agreement, (iii) the
conversion of the outstanding amounts under the loan into Common
Stock at the option of London Bridge and (iv) the termination of the
Purchase Agreement in accordance with its terms. The Loan Agreement
also contains other customary representations, warranties and
covenants. If the Transaction is consummated pursuant to the Purchase
Agreement, the outstanding balance under the Loan Agreement shall be
repaid through an adjustment in the Purchase Price.
In addition, London Bridge and the Company amended the
Governance Agreement (as defined below) on October 25, 2000 (the
"Amendment to the Governance Agreement") to provide that the Shares
that London Bridge purchased from the Company in February 2000 will
be voted by the Company in favor of the Purchase Agreement and the
Transaction. Additionally, in connection with the Purchase Agreement,
SAFECO Asset Management Company, SAFECO Corporation and Robert
Fleming Inc. (collectively the "Shareholders") entered into
Shareholders' Agreements dated October 25, 2000 with the Purchaser
(the "Shareholders' Agreements"). Pursuant to the Shareholders'
Agreements, these three firms agreed to vote an aggregate of
2,245,455 shares of the Company's Common Stock, which together equal
approximately 24.2% of the outstanding Common Stock of the Company,
in favor of the Purchase Agreement and the Transaction and against
any competing acquisition proposal or any other sale of a material
amount of assets or securities of the Company. The Shareholders'
Agreements terminate upon the earlier to occur of the consummation of
the transactions contemplated by the Purchase Agreement or the
termination of the Purchase Agreement.
Page 7 of 11 Pages
Exhibit Index on Page 11
<PAGE> 8
The Shareholders' Agreements provide that the Shareholders (i)
except as consented to in writing by London Bridge, will not, directly
or indirectly, sell, transfer, assign, pledge, hypothecate or otherwise
dispose of or limit their right to vote in any manner any of their
shares of Common Stock, or agree to do any of the foregoing, and (ii)
will not take any action which would have the effect of preventing or
disabling the Shareholders from performing their obligations under the
Shareholders' Agreement. In addition, during the term of the
Shareholders' Agreements, neither the Shareholders nor any person
acting as an agent of the Shareholders or otherwise on the
Shareholders' behalf shall, directly or indirectly, solicit, encourage
or initiate negotiations with, or provide any information to (except as
permitted under the Purchase Agreement), any corporation, partnership,
person or other entity or group (other than London Bridge or an
affiliate or an associate of London Bridge) concerning any sale,
transfer, pledge or other disposition or conversion of their shares of
Common Stock.
London Bridge and the Company also entered into a Reseller
Agreement dated as of October 25, 2000 (the "Reseller Agreement").
Pursuant to the terms of the Reseller Agreement, the Company granted to
London Bridge a non-transferable, non-exclusive license to market and
support certain of the Company's software until the closing of the
Transaction.
London Bridge entered into the Purchase Agreement, the
Shareholders' Agreements, the Loan Agreement and the Reseller
Agreement with the intent of acquiring substantially all of the
assets and certain of the liabilities of the Company. The above
descriptions of the Exclusivity Agreement (and the amendments
thereto), the Purchase Agreement, the Shareholders' Agreements, the
Loan Agreement, the Reseller Agreement and the Amendment to the
Governance Agreement and the related matters set forth in this Item
are summaries, and are qualified in their entirety by reference to,
the complete text of such agreements. The Exclusivity Agreement (and
the amendments thereto), the Purchase Agreement, the Shareholders'
Agreements, the Loan Agreement, the Reseller Agreement, the Amendment
to the Governance Agreement and the related press releases are
attached to this Schedule 13D as Exhibits, and are incorporated
herein by reference."
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as
follows:
"The 861,623 Shares owned by London Bridge constitute approximately
9.2% of the issued and outstanding shares of Common Stock and
approximately 9.2% of the voting power of all of the Company's voting
stock outstanding at the date of filing of this Schedule 13D. Subject
to the agreements described in Items 4 and 6, London Bridge exercises
sole voting and investment power with respect to these Shares.
In addition, London Bridge has entered into Shareholders' Agreements
with the Shareholders who own in the aggregate 2,245,455 shares of
Common Stock, representing approximately 24.2% of the issued and
outstanding shares of Common Stock. The Shareholders have agreed to
vote their shares of Common Stock in favor of the Purchase Agreement
and the Transaction and against any competing acquisition proposal or
any other sale of a material amount of assets or securities of the
Company. See Item 4.
London Bridge has no other holdings of Common Stock and has effected no
other transactions in the Common Stock during the past 60 days."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding the following:
"The information contained in Item 4 is incorporated herein by
reference."
Page 8 of 11 Pages
Exhibit Index on Page 11
<PAGE> 9
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
*1. Stock Purchase Agreement dated as of February 14, 2000.
*2. Governance Agreement dated as of February 14, 2000.
*3. Registration Rights Agreement dated as of February 14, 2000.
*4. Exclusivity Agreement, dated as of August 22, 2000, between London
Bridge Software Holdings plc. and Phoenix International Ltd., Inc.
*5. Press release issued by London Bridge Software Holdings plc. on August
22, 2000.
*6. Amendment to Exclusivity Agreement dated as of September 22, 2000,
between London Bridge Software Holdings plc. and Phoenix International
Ltd., Inc.
*7. Amendment to Exclusivity Agreement dated as of October 7, 2000, between
London Bridge Software Holdings plc. and Phoenix International Ltd.,
Inc.
8. Asset Purchase Agreement dated as of October 25, 2000 among Phoenix
International Ltd., Inc., London Bridge Software Holdings plc. and
London Bridge Acquisition Company, Inc.
9. Loan Agreement dated of October 27, 2000 between Phoenix International
Ltd., Inc. and London Bridge Acquisition Company, Inc.
10. Shareholder's Agreement dated as of October 25, 2000 between
London Bridge Acquisition Company, Inc. and SAFECO Asset Management
Company.
11. Shareholder's Agreement dated as of October 25, 2000 between London
Bridge Acquisition Company, Inc. and SAFECO Corporation.
12. Shareholder's Agreement dated as of October 25, 2000 between London
Bridge Acquisition Company, Inc. and Robert Fleming Inc.
13. Amendment to Governance Agreement dated as of October 25, 2000
14. Reseller Agreement dated as of October 25, 2000 between London Bridge
Software Holdings plc and Phoenix International Ltd., Inc.
15. Press Release in the United States dated October 25, 2000.
16. Press Release in the United Kingdom dated October 25, 2000.
</TABLE>
----------------------
* Previously filed.
Page 9 of 11 Pages
Exhibit Index on Page 11
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 1, 2000
LONDON BRIDGE SOFTWARE HOLDINGS PLC.
By: /s/ Jon Lee
--------------------------------
Name: Jon Lee
Title: Chief Operating Officer
LONDON BRIDGE CORE SYSTEMS, INC.
By: /s/ Jon Lee
--------------------------------
Name: Jon Lee
Title: Chief Executive Officer
Page 10 of 11 Pages
Exhibit Index on Page 11
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
*1. Stock Purchase Agreement dated as of February 14, 2000.
*2. Governance Agreement dated as of February 14, 2000.
*3. Registration Rights Agreement dated as of February 14, 2000.
*4. Exclusivity Agreement, dated as of August 22, 2000, between London
Bridge Software Holdings plc. and Phoenix International Ltd., Inc.
*5. Press release issued by London Bridge Software Holdings plc. on August
22, 2000.
*6. Amendment to Exclusivity Agreement dated as of September 22, 2000,
between London Bridge Software Holdings plc. and Phoenix International
Ltd., Inc.
*7. Amendment to Exclusivity Agreement dated as of October 7, 2000, between
London Bridge Software Holdings plc. and Phoenix International Ltd.,
Inc.
8. Asset Purchase Agreement dated as of October 25, 2000 among Phoenix
International Ltd., Inc., London Bridge Software Holdings plc. and
London Bridge Acquisition Company, Inc.
9. Loan Agreement dated of October 27, 2000 between Phoenix International
Ltd., Inc. and London Bridge Acquisition Company, Inc.
10. Shareholder's Agreement dated as of October 25, 2000 between London
Bridge Acquisition Company, Inc. and SAFECO Asset Management Company.
11. Shareholder's Agreement dated as of October 25, 2000 between London
Bridge Acquisition Company, Inc. and SAFECO Corporation.
12. Shareholder's Agreement dated as of October 25, 2000 between London
Bridge Acquisition Company, Inc. and Robert Fleming Inc.
13. Amendment to Governance Agreement dated as of October 25, 2000
14. Reseller Agreement dated as of October 25, 2000 between London Bridge
Software Holdings plc and Phoenix International Ltd., Inc.
15. Press Release in the United States dated October 25, 2000.
16. Press Release in the United Kingdom dated October 25, 2000.
</TABLE>
----------------------
* Previously filed.
Page 11 of 11 Pages
Exhibit Index on Page 11
