UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
_______________________
EKCO GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
28263610
(CUSIP Number)
_______________________
T. MICHAEL LONG
BROWN BROTHERS HARRIMAN & CO.
59 WALL STREET
NEW YORK, N.Y. 10005
TEL. NO.: (212) 493-8401
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
MARCH 25, 1996
(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
statement 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 reporting 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).
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 1 of 19 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 28263610 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
881,542 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
881,542 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,542 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 28263610 Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
881,542 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
881,542 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,542 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 28263610 Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
881,542 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
881,542 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,542 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 28263610 Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
881,542 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
881,542 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,542 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 6 of 19 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
Item 1. SECURITY AND ISSUER.
This Amendment No. 1 amends and restates in its entirety the
Schedule 13D dated December 30, 1992 (the "Original Statement") (the Original
Statement, as amended and restated hereby, shall be known as the "Statement"),
with respect to the common stock, par value $.01 per share (the "Common
Stock"), and the 7.0% Subordinated Convertible Notes due November 30, 2002 (the
"Notes"), of Ekco Group, Inc., a Delaware corporation (the "Company"), whose
principal executive office is located at 98 Spit Brook Road, Nashua, New
Hampshire 03062. Prior to their repurchase by the Company on March 25, 1996,
the Notes were convertible into shares of Common Stock in accordance with their
terms.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by The 1818 Fund, L.P., a Delaware limited partnership (the "Fund"),
Brown Brothers Harriman & Co., a New York limited partnership and general
partner of the Fund ("BBH & Co."), T. Michael Long ("Long") and Lawrence C.
Tucker ("Tucker") (the Fund, BBH & Co., Long and Tucker are referred to
collectively herein as the "Reporting Persons").
The Fund was formed to provide a vehicle for institutional and
substantial corporate investors to acquire significant equity interests in
medium-sized publicly owned United States corporations that could benefit from
the presence of a large, management supportive shareholder with a relatively
long-term investment goal. BBH & Co. is a private bank. Pursuant to a
resolution adopted by the partners of BBH & Co., BBH & Co. has designated and
appointed Long and Tucker, or either of them, the sole and exclusive partners
of BBH & Co. having voting power (including the power to vote or to direct the
voting) and investment power (including the power to dispose or to direct the
disposition)
<PAGE>
Page 7 of 19 Pages
with respect to the shares of Common Stock, the Notes and the
shares of Common Stock into which the Notes were convertible.
The address of the principal business and principal offices of the
Fund and BBH & Co. is 59 Wall Street, New York, New York 10005.
The business address of each of Long and Tucker is 59 Wall Street,
New York, New York 10005. The present principal occupation or employment of
each of Long and Tucker is as a general partner of BBH & Co. Long and Tucker
are citizens of the United States of America.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and the citizenship
of each general partner of BBH & Co. is set forth on Schedule I hereto and is
incorporated herein by reference.
(d) and (e). During the last five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
identified on Schedule I hereto, which is incorporated herein by reference, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which any such
person 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Securities Purchase Agreement (a copy of which was
attached to the Original Statement as Exhibit 1), dated as of December 22, 1992
(the "Securities Purchase Agreement"), by and between the Company and the Fund,
the Company issued, and
<PAGE>
Page 8 of 19 Pages
the Fund acquired from the Company, 881,542 shares of
Common Stock (the "Common Shares"), for a purchase price of $8,000,000, and
$22,000,000 in aggregate principal amount of the Notes (the Notes, together
with the Common Shares are sometimes collectively referred to herein as the
"Securities"), for an aggregate purchase price (the "Purchase Price") of
$30,000,000, upon the terms and subject to the conditions set forth in the
Securities Purchase Agreement. The Notes, prior to their repurchase by the
Company on March 25, 1996, were convertible into an aggregate of 2,095,238
shares of Common Stock.
The funds used by the Fund to pay the Purchase Price were obtained
by the Fund from capital contributions made by its partners pursuant to pre-
existing capital commitments.
The Note (a copy of which was attached to the Original Statement as
Exhibit 2) provided that the Company could, at its sole option and election, at
any time and from time to time during the period beginning November 30, 1994
and ending November 29, 1996 (provided certain conditions described therein are
satisfied), redeem all or a portion of the Notes, for the redemption price as
provided in the Notes. The Notes, prior to their repurchase by the Company,
were convertible, at any time and from time to time, in whole or in part, at
the holder's option into a number of shares of Common Stock equal to the
principal amount of the Note being converted divided by the "Conversion Price,"
initially set at $10.50, but subject to anti-dilution adjustments described in
the Notes.
Item 4. PURPOSE OF TRANSACTION.
The Fund acquired the Securities for investment purposes. The
Securities Purchase Agreement and the Registration Rights Agreement, dated as
of December 22, 1992, between the Company and the Fund (the "Registration
Rights Agreement") (a copy of the Registration Rights Agreement was attached to
the Original Statement as Exhibit 3),
<PAGE>
Page 9 of 19 Pages
contained, among other things, certain
provisions that relate to (i) the acquisition of additional securities of the
Company, (ii) the disposition of securities of the Company and (iii) a change
in the present Board of Directors of the Company, including any plans or
proposals to change the number of directors or to fill any existing vacancies
on the Board and (iv) other actions that may impede the acquisition of control
of the Company by any person.
The Fund agreed in the Securities Purchase Agreement that:
(a) so long as the Purchaser holds (A) shares of Common Stock
acquired upon the conversion or exchange of the Notes, (B) Common Shares or (C)
Notes convertible or exchangeable (after giving effect to any adjustments) into
shares of Common Stock, that (in the case of clauses (A), (B) and (C)) in the
aggregate represent five percent (5%) or more of the total number of shares of
Voting Stock (as defined in the Securities Purchase Agreement) outstanding of
the Company (assuming the full conversion of the Notes into Common Stock), and
for a period of two (2) years thereafter, without the approval of the Board of
Directors of the Company, (A) no partner of BBH & Co. will purchase any Voting
Stock of the Company with respect to funds within such partner's discretion and
(B) BBH & Co. will not purchase any Voting Stock of the Company for any of its
managed accounts or other entities in which it acts as investment manager,
unless instructed to do so; provided, however, that BBH & Co. shall be entitled
to process any unsolicited orders to buy any Voting Stock of the Company and
BBH & Co. shall be entitled to solicit orders to purchase or recommend that
Persons purchase Voting Stock of the Company, other than solicitations of, or
recommendations specifically made to, any Persons for whom it manages accounts
or acts as investment manager; and
(b) so long as the Purchaser holds (A) shares of Common Stock
acquired upon conversion or exchange of the Notes, (B) Common Shares or (C)
Notes convertible or exchangeable (after giving effect to any adjustments) into
shares of Common
<PAGE>
Page 10 of 19 Pages
Stock, that (in the case of clauses (A), (B) and (C)) in the
aggregate represent five percent (5%) or more of the total number of shares of
Voting Stock outstanding of the Company (assuming the full conversion of the
Notes into Common Stock), and for a period of five (5) years thereafter,
without the approval of the Board of Directors of the Company, neither the
Purchaser nor BBH & Co. will (i) purchase (other than through the exercise of
conversion rights or by way of stock splits, reclassifications or stock
dividends or other distributions or offerings on a pro rata basis to all
holders of securities of the Company or of any class of securities of the
Company) for its own account any Voting Stock of the Company, (ii) initiate,
propose or otherwise participate in a proxy solicitation in opposition to the
Board of Directors or initiate or propose a tender offer opposed by the Board
of Directors of the Company or (iii) act as a financial advisor to any group
proposing any such proxy solicitation or tender offer.
"Voting Stock" as defined in the Securities Purchase Agreement
means, with respect to any corporation, any securities of such corporation
whose holders are entitled under ordinary circumstances to vote for the
election of directors of such corporation (irrespective of whether at such time
securities of any other class or classes shall have or might have voting power
by reason of the happening of any contingency). Upon the repurchase of the
Notes by the Company, the Fund ceased to own Common Shares or Notes convertible
or exchangeable into shares of Common Stock that in the aggregate represent
five percent (5%) or more of the shares of Voting Stock outstanding of the
Company.
Subject to the above limitations, the Reporting Persons may from
time to time acquire additional shares of Common Stock in the open market or in
privately negotiated transactions, subject to availability of Common Stock at
prices deemed favorable, the Company's business or financial condition and to
other factors and conditions the Reporting Persons deem appropriate.
Alternatively, the Reporting Persons may sell all or a portion of
<PAGE>
Page 11 of 19 Pages
their Common Shares in the open market or in privately negotiated transactions
subject to the terms of the Securities Purchase Agreement and to the factors
and conditions referred to above. The Securities Purchase Agreement does
contain certain provisions that restrict the Fund's ability to sell Common
Shares, including prohibiting a Securities sale if the Fund knows that the
purchaser of such Securities is at the time of such sale, or would as a result
of such sale, be a beneficial owner of in excess of five percent (5%) of the
number of shares of Voting Stock of the Company outstanding (assuming the full
conversion of all Notes into Common Stock) on the date of such proposed sale.
Such provision, however, is inapplicable so long as the Purchaser continues to
own less than five percent (5%) of the shares of Voting Stock outstanding of
the Company.
Commencing with the next annual meeting of stockholders of the
Company to be held in 1993 (or upon the occurrence of any of the events listed
in clause (i), (ii) or (iii) of the immediately following paragraph) and at
each annual meeting of stockholders of the Company thereafter, so long as the
Fund holds (A) shares of Voting Stock acquired upon the conversion or exchange
of the Notes or purchased under the Securities Purchase Agreement or (B) Notes
convertible or exchangeable (after giving effect to any adjustments) into
shares of Voting Stock that (in the case of clauses (A) and (B)) in the
aggregate represent five percent (5%) or more of the total number of shares of
Voting Stock outstanding (assuming the full conversion of all Notes into Common
Stock), the Fund shall be entitled to designate one director to the Company's
Board of Directors for each of the Number of Purchaser's Designees.
The Number of Purchaser's Designees shall be one; PROVIDED, HOWEVER,
that upon (i) a Change of Control (as defined in Section 8.12 of the Securities
Purchase Agreement), (ii) an Event of Default under Section 10.1(d) or (e) of
the Notes, or (iii) a recapitalization of the Company in which the Purchaser's
percentage ownership of Common
<PAGE>
Page 12 of 19 Pages
Stock (assuming the full conversion, exercise
and exchange of all warrants, options and convertible securities of the Company
convertible, exercisable or exchangeable into Common Stock) after such
recapitalization is greater than the Purchaser's percentage ownership of Common
Stock (assuming the full conversion, exercise and exchange of all warrants,
options and convertible securities of the Company convertible, exercisable or
exchangeable into Common Stock) prior to such recapitalization, the Number of
Purchaser's Designees shall be such number (but not less than one) obtained by
multiplying the total number of directors of the Company times the ratio of (A)
the number of shares of Voting Stock of the Company held by the Fund plus the
number of shares of Voting Stock of the Company issuable upon conversion of the
Notes held by the Fund to (B) the total number of shares of Voting Stock of the
Company outstanding (assuming the full conversion of all Notes into Common
Stock), and rounding upward from one-half or more and downward from less than
one-half.
The Company shall cause such designee(s) of the Fund, provided such
designee(s) meet(s) the standards set forth in the Securities Purchase
Agreement, to be included in the slate of nominees recommended by the Board to
the Company's stockholders for election as directors, and the Company shall use
its best efforts to cause the election of such designee(s), including voting
all shares for which the Company holds proxies (unless otherwise directed by
the stockholder submitting such proxy) or is otherwise entitled to vote, in
favor of the election of such person(s). Upon the repurchase of the Notes by
the Company, the Fund ceased to own five percent (5%) of the shares of Voting
Stock outstanding. The right of the Fund to cause the Company to redeem the
Notes upon a Change of Control (as defined in the Securities Purchase
Agreement) terminated on November 30, 1994. The right of the Fund to designate
one member of the Company's Board of Directors shall cease and the Company's
Board of Directors shall terminate at the Company's 1996 annual meeting of
stockholders if as of such date the Fund holds less than 5% of the
<PAGE>
Page 13 of 19 Pages
Voting Stock outstanding of the Company. As of the date hereof, the Fund owns
less than 5% of the Voting Stock outstanding of the Company.
Other than as described in the Securities Purchase Agreement, the
Securities or the Registration Rights Agreement, no Reporting Person has any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) 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; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other materials change in the
Company's business or corporate structure; (g) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Company by any person; (h) 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; (i) 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; or (j) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) through (c). As set forth above, on December 22, 1992, the
Company issued to the Fund, and the Fund acquired from the Company, (i) 881,542
shares of Common Stock and (ii) the Notes in an aggregate principal amount of
$22,000,000, which were
<PAGE>
Page 14 of 19 Pages
convertible into 2,095,238 shares of Common Stock. As
of such date, giving effect to the conversion of all Notes, the Fund
beneficially owned 2,976,780 shares of Common Stock, representing approximately
15.5%.
On March 25, 1996, the Company repurchased all the outstanding
Notes. Therefore, as of March 25, 1996, based upon the number of shares
outstanding as of such date as reported in the Company's Annual Report on Form
10-K for the Fiscal Year Ended December 31, 1995, the Fund no longer
beneficially owns in excess of five percent of the Common Stock.
By virtue of BBH & Co.'s relationship with the Fund, BBH & Co. may
be deemed to have beneficially owned, as of December 22, 1992, 2,976,780 shares
of Common Stock (consisting of 2,095,238 shares of Common Stock issuable upon
the conversion of the Notes and 881,542 shares of Common Stock), which
represented approximately 15.5% of the outstanding shares of Common Stock as of
December 22, 1992 (based on the number of shares of Common Stock outstanding as
represented by the Company in the Securities Purchase Agreement). By virtue of
the resolution adopted by BBH & Co. designating Long and Tucker, or either of
them, as the sole and exclusive partners of BBH & Co. having voting power
(including the power to vote or to direct the voting) and investment power
(including the power to dispose or to direct the disposition) with respect to
the Common Stock, Notes and the shares of Common Stock issuable upon conversion
of the Notes, each of Long and Tucker may be deemed to have beneficially owned
as of December 22, 1992 2,976,780 shares of Common Stock (consisting of
2,095,238 shares of Common Stock issuable upon the conversion of the Notes and
881,542 shares of Common Stock), which represented approximately 15.5% of the
outstanding shares of Common Stock as of December 22, 1992 (based on the number
of shares of Common Stock outstanding as represented by the Company in the
Securities Purchase Agreement).
<PAGE>
Page 15 of 19 Pages
As of March 25, 1996, based upon the number of shares outstanding as
of such date as reported in the Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1995, neither BBH & Co., Long nor Tucker
beneficially owns in excess of five percent of the Common Stock.
Except as set forth above, as of the time of the filing of the
Original Statement, no Reporting Person nor, to the best knowledge of each
Reporting Person, any person identified on Schedule I, beneficially owned any
shares of Common Stock or had effected any transaction in shares of Common
Stock during the preceding 60 days.
(d). To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned thereby.
(e). Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The Company has entered into the Registration Rights Agreement with
the Fund giving the Fund, among other things, the right to require the Company
to register for sale to the public the Common Shares. Prior to the redemption
of the Notes by the Company, the Registration Rights Agreement also gave the
Fund the right to require the Company to register for sale to the public any
shares of Common Stock acquired by the Fund upon conversion of the Notes and,
after November 30, 1996, the Notes.
Except as described elsewhere in this Statement and as set forth in
the Securities Purchase Agreement (including the exhibits thereto) and the
Registration Rights Agreement, to the best knowledge of the Reporting Persons,
there exist no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named
<PAGE>
Page 16 of 19 Pages
in Item 2 and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting
of any securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
*1. Securities Purchase Agreement, dated as of December 22, 1992,
by and between the Company and the Fund.
*2. 7.0% Subordinated Convertible Note Due November 30, 2002 in
the aggregate principal amount of $22,000,000 as issued to the Fund on December
22, 1992.
*3. Registration Rights Agreement, dated as of December 22,
1992, between the Company and the Fund.
*4. Joint Filing Agreement of the Fund, BBH & Co., Long and
Tucker.
- -------------------
* Filed with the Original Statement.
<PAGE>
Page 17 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of its or his
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: April 23, 1996
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /S/ LAWRENCE C. TUCKER
-------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /S/ T. MICHAEL LONG
-------------------------------
Name: T. Michael Long
Title: Partner
/S/ T. MICHAEL LONG
-------------------------------
T. Michael Long
/S/ LAWRENCE C. TUCKER
-------------------------------
Lawrence C. Tucker
<PAGE>
Page 18 of 19 Pages
SCHEDULE I
Set forth below are the names and positions of all of the general
partners of BBH & Co. The principal occupation or employment of each
person listed below is private banker, and, unless otherwise indicated,
the business address of each person is 59 Wall Street, New York, New York
10005. Unless otherwise indicated, each person listed below is a citizen
of the United States of America.
BUSINESS ADDRESS
(IF OTHER THAN AS
NAME INDICATED ABOVE)
- -------------------- ---------------------------
Peter B. Bartlett
Brian A. Berris
Walter H. Brown
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
Elbridge T. Gerry, Jr.
Kyosuko Kashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Noah T. Herndon
Landon Hilliard
Radford W. Klotz, Jr.
Michael Kraynak, Jr.
T. Michael Long
<PAGE>
Page 19 of 19 Pages
Hampton S. Lynch, Jr.
Michael W. McConnell
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
A. Heaton Robertson 40 Water Street
Boston, Massachusetts 02109
Jeffrey A. Schoenfeld
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Lawrence C. Tucker
Maarten van Hengel
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania 19102
Laurence F. Whittemore
Richard H. Witmer, Jr.
