<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
UNC INCORPORATED
----------------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.20 per share
----------------------------------------------------------------
(Title of class of securities)
903070100
--------------
(CUSIP number)
R.C.O. Hellyer
J O Hambro & Company Limited
10 Park Place
London SW1A 1LP England
011-44-171-222-2020
-------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
June 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with the statement []. (A fee is
not required only if the 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.)
Exhibit Index appears on page 39.
Page 1 of 55 Pages
<PAGE>
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (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).
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 3 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J O Hambro & Company Limited
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,180,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,180,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,400
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 4 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J O Hambro Asset Management Limited
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,180,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,180,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,400
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 5 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J O Hambro & Partners Limited
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,180,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,180,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,400
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 6 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,180,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,180,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,400
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 7 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Growth Financial Services Limited
(formerly named Growth Investment Management Limited)
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 522,900
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
522,900
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,900
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 8 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
North Atlantic Smaller Companies Investment Trust plc
(formerly named Consolidated Venture Trust plc)
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 522,900
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
522,900
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,900
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IV, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 9 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Opportunity Trust plc
(formerly named Leveraged Opportunity Trust plc)
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 250,000
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IV, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 10 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oryx International Growth Fund Limited
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 300,000
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
300,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IV, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ------------------- --------------------
CUSIP No. 903070100 Page 11 of 55 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Consulta (Channel Islands) Limited
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 300,000
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
300,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 1 to Statement on Schedule 13D (the "Amendment")
amends Items 2, 3, 5, 6 and 7 of the Statement on Schedule 13D (the "Schedule
13D") filed on May 10, 1996 with the Securities and Exchange Commission by the
Filing Parties.
ITEM 2. IDENTITY AND BACKGROUND.
No change except that Schedule A which is incorporated by reference in
this Item 2 is amended and restated in its entirety as filed herewith.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change except that Item 3 is replaced with the following:
The amount of funds used to date to acquire the Shares is approximately
$8,931,702 (exclusive of brokerage fees and commissions).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No change except that Items 5(a-c) are replaced with the following:
5(a-b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned by each of the Filing Parties are as
follows:
<TABLE>
<CAPTION>
Number of Number of
Number of Shares: Shares: Sole
Aggregate Shares: Sole Shared or Shared
Filing Number of Power to Power to Power to Approximate
Party Shares: Vote Vote Dispose Percentage*
- ------ --------- ------------ ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
J O Hambro 1,180,400 0 1,180,400 1,180,400 6.6%
& Company
J O Hambro Asset 1,180,400 0 1,180,400 1,180,400 6.6%
Management
J O Hambro 1,180,400 0 1,180,400 1,180,400 6.6%
& Partners
Christopher H.B. 1,180,400 0 1,180,400 1,180,400 6.6%
Mills
GFS 522,900 0 522,900 522,900 2.9%
NASCIT 522,900 0 522,900 522,900 2.9%
Page 12 of 55 Pages
<PAGE>
American Opportunity 250,000 0 250,000 250,000 1.4%
Trust
Oryx 300,000 0 300,000 300,000 1.7%
Consulta 300,000 0 300,000 300,000 1.7%
- -------------
* Based on 17,808,981 shares of Common Stock outstanding as of May 7, 1996, which is based on information reported
in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.
</TABLE>
5(c). Since the filing of the Schedule 13D on May 10, 1996, the Filing Parties
have effected the transactions in the Common Stock set forth in the following
table:
Price per
No. of Share
Date Filing Party Shares (US$) Broker
- ---- ------------ ------ ----- ------
03-June-96 NASCIT 46,600 9.125 Wheat First
04-June-96 NASCIT 4,000 9.125 Wheat First
06-June-96 NASCIT 4,400 9.125 Wheat First
07-June-96 NASCIT 5,000 9.000 Wheat First
10-June-96 J O Hambro & Partners
(on behalf of Mishal Kanoo) 3,500 9.000 First Marathon
10-June-96 Oryx 9,900 9.000 Wheat First
11-June-96 Oryx 5,900 9.000 Wheat First
13-June-96 Oryx 9,600 9.000 Wheat First
14-June-96 Oryx 7,700 9.000 Wheat First
17-June-96 Oryx 11,100 9.000 Wheat First
18-June-96 Oryx 5,800 9.000 Wheat First
20-June-96 NASCIT 32,800 8.500 South Coast
21-June-96 NASCIT 11,200 8.500 South Coast
25-June-96 NASCIT 22,800 8.500 South Coast
26-June-96 NASCIT 56,700 8.4649 South Coast
All of the above transactions were effected in the open market and were
purchases.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change except that the fourth paragraph of Item 6 is replaced with
the following:
As investment manager for private clients Sannafi Limited,
Seaway Limited, Peak Investments, Mishal Kanoo and Lord Stevens of Ludgate
Pension Fund, J O Hambro & Partners and Christopher Harwood Bernard Mills, in
his capacity as portfolio manager, have the right to transfer and vote the
shares of Common Stock of the Company pursuant to either agreements or
arrangements entered into with such private clients.
Page 13 of 55 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change except for the addition of subparagraph (k) set forth below:
(k) Investment Management Agreement dated as of June 3, 1996
between J O Hambro & Partners and Mishal Kanoo.
Page 14 of 55 Pages
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 28, 1996 J O HAMBRO & PARTNERS LIMITED
By: /s/ R C O Hellyer
-------------------
Name: R C O Hellyer
Title: Director
Executed on behalf of the
parties hereto pursuant to
the previously filed Joint
Filing Agreement.
<PAGE>
Schedule A
----------
Schedule A is amended and restated in its entirety as follows:
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro & Company Limited ("J O Hambro &
Company") as of the date hereof.
Name: Rupert Nicholas Hambro
(Chairman)
Citizenship: British
Business Address: J O Hambro & Company Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, J O Hambro & Company
Name: Richard Alexander Hambro
(Director)
Citizenship: British
Business Address: J O Hambro & Company Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, J O Hambro Investment Management
Limited(1)
Director, J O Hambro & Company
Name: James Daryl Hambro
(Managing Director)
- --------
(1) J O Hambro Investment Management Limited is principally engaged in
the investment advisory business and has its principal business and office at 10
Park Place, London SW1A 1LP England.
<PAGE>
Citizenship: British
Business Address: J O Hambro & Company Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro & Company
Managing Director, J O Hambro & Partners
Name: Richard David Christopher Brooke
(Director)
Citizenship: British
Business Address: J O Hambro & Company Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro & Company
Chairman, NASCIT
Name: Robert Charles Orlando Hellyer
(Executive Director)
Citizenship: British
Business Address: J O Hambro & Company Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, J O Hambro & Company
Executive Director, J O Hambro & Partners
Executive Director, J O Hambro Investment
Management Limited
Executive Director, J O Hambro Asset
Management
<PAGE>
Name: David Frank Chaplin
(Director)
Citizenship: British
Business Address: J O Hambro Investment Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro Investment
Management Limited
Name: George M. Magan
(Director)
Citizenship: British
Business Address: 32 Queen Anne's Gate
London SW1H 9AB
England
Principal Occupation: Chairman, J O Hambro Magan & Company
Limited(2)
Name: Alton Fernando Irby III
(Director)
Citizenship: USA
Business Address: 32 Queen Anne's Gate
London SW1H 9AB
England
- --------
(2) J O Hambro Magan & Company Limited is principally engaged in the
corporate finance business.
<PAGE>
Principal Occupation: Deputy Chairman, J O Hambro Magan &
Company Limited
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Asset Management Limited ("J O
Hambro Asset Management") as of the date hereof.
Name: Richard Alexander Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro Asset Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro Asset
Management
Chairman, J O Hambro Investment Management
Limited
Director, J O Hambro & Company
Name: Robert Charles Orlando Hellyer
(Executive Director)
Citizenship: British
Business Address: J O Hambro Asset Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, J O Hambro Asset
Management
Executive Director, J O Hambro & Company
Executive Director, J O Hambro Investment
Management Limited
Executive Director, J O Hambro & Partners
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro & Partners Limited ("J O Hambro &
Partners") as of the date hereof.
Name: James Daryl Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro & Partners Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro & Partners
Managing Director, J O Hambro & Company
Name: Robert Charles Orlando Hellyer
(Executive Director)
Citizenship: British
Business Address: J O Hambro & Partners Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, J O Hambro & Partners
Executive Director, J O Hambro Asset
Management
Executive Director, J O Hambro Investment
Management Limited
Executive Director, J O Hambro & Company
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
<PAGE>
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro & Partners
Director, Oryx
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro & Partners Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro & Partners
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of North Atlantic Smaller Companies Investment
Trust plc ("NASCIT") as of the date hereof.
Name: Richard David Christopher Brooke
(Chairman)
Citizenship: British
Business address: North Atlantic Smaller Companies Investment
Trust plc
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, NASCIT
Director, J O Hambro & Company
Name: Christopher Harwood Bernard Mills
(Executive Director)
Citizenship: British
Business Address: North Atlantic Smaller Companies Investment
Trust plc
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
plc
Director, J O Hambro & Partners
Director, Oryx
Name: Enrique Foster Gittes
(Director)
Citizenship: USA
Residence: 4 East 82nd Street
New York, New York 10028
USA
<PAGE>
Principal Occupation: Director, NASCIT
Name: Robert D. le P. Power
(Director)
Citizenship: British
Business Address: SouthCoast Capital Corporation(3)
575 Lexington Avenue
Th Floor
New York, New York 10022
USA
Principal Occupation: Director, SouthCoast Capital Corporation
Name: Douglas P C Nation
(Director)
Citizenship: British
Business Address: Bear Stearns Co. Inc.(4)
245 Park Avenue
New York, NY 10167
Principal Occupation: Managing Director, Bear Stearns Co. Inc.
Name: The Hon. Peregrine D E M Moncreiffe
(Director)
Citizenship: British
- --------
(3) SouthCoast Capital Corporation principally engages in the brokerage
business.
(4) Bear Stearns Co. Inc. principally engages in the brokerage
business.
<PAGE>
Business Address: Buchanan Partners Limited(5)
Buchanan House
3 St James's Square
London SW1Y 4JU
England
Principal Occupation: Director, Buchanan Partners Limited
- --------
(5) Buchanan Partners Limited principally engages in the investment
management business.
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Growth Financial Services Limited ("GFS") as
of the date hereof.
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro & Partners
Director, Oryx
Name: Ivan Alexander Shenkman
(Director)
Citizenship: British
Residence: 34 Royal Crescent, London W11
England
Principal Occupation: Consultant
GFS is controlled by Christopher Mills who owns 99% of the share capital.
<PAGE>
The following table set forth certain information concerning each of the
directors and executive officers of American Opportunity Trust plc ("American
Opportunity Trust") as of the date hereof.
Name: R. Alexander Hammond-Chambers
(Chairman)
Citizenship: British
Business Address: Covey Advertising Limited
1 Fountainhall Road
Edinburgh EH9 2NL
Principal Occupation: Director, Covey Advertising Limited(6)
Name: Christopher Harwood Bernard Mills
(Executive Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, American Opportunity Trust
Executive Director, NASCIT
Director, J O Hambro & Partners
Director, Oryx
Name: John Gildea
(Director)
Citizenship: USA
- --------
(6) Covey Advertising Limited is principally engaged in the advertising
business.
<PAGE>
Business Address: Gildea Management Company(7)
90 Ferris Hill Road
New Canaan, Connecticut 06840
USA
Principal Occupation: President, Gildea Management Company
Name The Hon. James J. Nelson
(Director)
Citizenship: British
Business Address: Foreign & Colonial Ventures(8)
8th Floor
Exchange House
Primrose Street
London EC2A 2NY
England
Principal Occupation: Director, Foreign & Colonial Ventures
Name: Iain Tulloch
(Director)
Citizenship: British
Business Address: Murray Johnstone Ltd.(9)
7 West Nile Street
Glasgow G2 2PX
Scotland
Principal Occupation: Director, Murray Johnstone Ltd.
- --------
(7) Gildea Management Company is principally engaged in the investment
management business.
(8) Foreign & Colonial Ventures is principally engaged in the
investment management business.
(9) Murray Johnstone Ltd. is principally engaged in the investment
management business.
<PAGE>
Name: Philip Ehrmann
(Director)
Citizenship: British
Business Address: Gartmore Investment Management Ltd.(10)
Gartmore House
16 - 18 Monument Street
London EC3R 8AJ
England
Principal Occupation: Investment Manager, Gartmore
Investment Management Ltd.
- --------
(10) Investment Management Limited is principally engaged in the
investment management business.
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Oryx International Growth Fund Limited
("Oryx") as of the date hereof.
Name: Nigel Kenneth Cayzer
(Chairman)
Citizenship: British
Business Address: 14S-149 Borough High Street
London SE1 1NP
England
Principal Occupation: Chairman, Oriel Group plc(11)
Name: His Excellency Salim Hassan Macki
(Director)
Citizenship: Omani
Business Address: P.O. Box 4160
Postal Code 112
Ruwi
Sultanate of Oman
Principal Occupation: Head of Economic & Technical Dept., Ministry of
Foreign Affairs, Oman
Name: Patrick John McAfee
(Director)
Citizenship: British
Business Address: Morgan Grenfell(12)
23 Great Winchester Street
London EC2P 2AX
England
- --------
(11) Oriel Group plc is a holding company for specialist insurance
brokers.
(12) Morgan Grenfell is a merchant bank.
<PAGE>
Principal Occupation: Company Director
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro & Partners
Director, Oryx
Name: Harald Lungershausen
(Director)
Citizenship: German
Business Address: Toblerstrasse 99
8044 Zurich
Switzerland
Principal Occupation: Company Director
Name: Mohamed Hassan Ghurlam Habib
(Director)
Citizenship: Omani
Business Address: Oman National Insurance Company(13)
PO Box 2254
Postal Code 112
Ruwi
Sultanate of Oman
- --------
(13) Oman National Insurance Company is principally engaged in the
insurance business.
<PAGE>
Principal Occupation: Chief Executive, Oman National Insurance
Company, SAOG
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: Ozanne van Leuven Perrot & Evans(14)
PO Box 186
1 Le Marchant Street
St. Peter Port
Guernsey
Channel Islands
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven Perrot & Evans
Name: Hussan Al Nowais
Citizenship: United Arab Emirates
Business Address: Emirate Holdings
P.O. Box 984
Abu Dhabi
United Arab Emirates
Principal Occupation: Chairman and Managing Director, Emirate
Holdings
- --------
(14) Ozanne van Leuven Perrot & Evans is a law firm.
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta (Channel Islands) Limited
("Consulta") as of the date hereof.
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St James's Street
London SW1A 1ES
England
Principal Occupation: Managing Director, Consulta
Name: Jeremy Caplan
(Director)
Citizenship: British
Business Address: P.O. Box 72
44 Esplanade
St Helier
Jersey
Principal Occupation: English Solicitor
Name: Peter Heaps
(Director)
Citizenship: British
Business Address: Management International (Guernsey)
Limited(15)
Bermuda House
St Julian's Avenue
St Peter Port
Guernsey
- --------
(15) Management International (Guernsey) Limited is principally engaged
in the investment management business.
<PAGE>
Principal Occupation: Managing Director
Management International (Guernsey) Limited
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: P.O. Box 186
1 Le Marchant Street
St Peter Port
Guernsey
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven
Perrot & Evans
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta Limited.
Name: Harald Alejandro Lamotte
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Nigel Douglas Pilkington
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
<PAGE>
Name: Susan Diana Frances Johns
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Thierry Verhaeghe de Naeyer
(Director)
Citizenship: Belgian
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
<PAGE>
Exhibit Index
No change except for the addition of subparagraph (k) set forth below:
Document Page
(k) Investment Management Agreement dated as of June 3, 1996
between J O Hambro & Partners and Mishal Kanoo.
<PAGE>
EXHIBIT (k)
J O HAMBRO & PARTNERS LIMITED
-----------------------------
REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS
THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE 3RD DAY OF JUNE 1996
BETWEEN:
1. J O HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment
Management Regulatory Organisation Limited ("IMRO") and regulated in
the conduct of investment business by it, whose registered office is at
10 Park Place, London SW1A 1LP; and
2. Mishal Kanoo (portfolio name)
-----------------------------------------------------
(hereafter known as the "Client)
of Kanoo Group, PO Box 290, Dubai
-----------------------------------------------------
United Arab Emirates (address)
-----------------------------------------------------
NOW IT IS HEREBY AGREED as follows:
APPOINTMENT AND STATUS OF CLIENT
1. The Client, a Private Customer as defined in the Rules of IMRO, hereby
appoints JOHP to act as discretionary investment manager, subject to the
terms and conditions hereof, in relation to the Client's investments and
cash which are from time to time placed under the management of JOHP (the
"Portfolio") and JOHP hereby agrees to manage and administer the Portfolio.
The appointment will commence on the date on which this Agreement is
delivered to JOHP by the Client having been signed first by the Client then
by JOHP. The assets comprising the Portfolio and their opening value are
set out in Schedule 1.
MANAGEMENT OF INVESTMENTS
2. JOHP shall have complete discretion, power and authority to manage the
Portfolio and to make investments and changes in investments on the
Client's behalf and as the Client's agent within the investment policy
agreed between JOHP and the Client and set out in Part I of Schedule II.
Such policy shall be subject to the guidelines and restrictions set out in
Part II of Schedule II and to any guidelines, restrictions and instructions
specified in writing from time to time by the Client or by the Client's
duly authorised agent (written notice of whose authority shall have been
received by JOHP). The Client's attention is specifically drawn to the
warnings set out in Part III of Schedule II.
<PAGE>
3. JOHP shall not be obliged to undertake the management of investments the
management of which would in its opinion be onerous to it.
DEALING TERMS
4. Subject as set out in paragraph 9, in effecting transactions for the
Portfolio JOHP shall seek best execution at all times and may (subject to
the investment policy set out in Part I of Schedule II) deal on such
markets or exchanges and with such counterparties as it thinks fit. The
Client agrees that all such transactions will be effected in accordance
with the rules and regulations of the relevant market or exchange and that
JOHP may take all such steps as may be required or permitted by such rules
and regulations and/or by good market practice.
5. The Client's investments or documents of title or certificates evidencing
title to investments or any other property belonging to the Client will not
be lent by JOHP to a third party except as otherwise agreed between the
Client and JOHP in writing.
6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's
behalf but only for the purpose of funding short-term deficiencies arising
in the normal course of JOHP's duties hereunder to an extent which is not
material in the context of the Portfolio taken as a whole. JOHP will not
borrow money on the Client's behalf against the security of any of the
Client's investments, documents of title or property.
7. JOHP may commit the Client to underwrite any issue or offer for sale of
securities without the Client's prior written consent.
8. JOHP may act as principal in any transaction for the Client provided that
JOHP shall secure for the Client best execution of such transaction.
9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client,
enter into a transaction on behalf of more than one client collectively.
10. JOHP has the right under this Agreement to effect transactions on the
Client's behalf in investments the price of which may be being stabilised.
The attention of the Client is referred to the statement contained in
Schedule II relating to stabilisation. Signature of this Agreement by or on
behalf of the Client shall act as acknowledgment by the Client of receipt
of such statement prior to entry into this Agreement.
CONFLICTS OF INTEREST
11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions
on the Client's behalf in which JOHP has directly or indirectly a material
interest or have any relationship with another party which may involve a
conflict with JOHP's duty to the Client unless that interest or
relationship is disclosed in writing to the Client.
12. The Client's Portfolio may contain securities of which the issue or offer
for sale is underwritten, managed or arranged by an Associate (as defined
in the Rules of IMRO) of JOHP during the preceding twelve months.
<PAGE>
13. The Client understands that JOHP's directors or staff may from time to time
hold shares or securities including holdings that may be in the Portfolio,
and that JOHP's directors or staff may from time to time be directors of
companies whose shares are held in the Portfolio.
14. The Client acknowledges that JOHP may acquire or dispose of on the Client's
behalf shares or units in any fund, company, trust or Collective Investment
Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a
fund, company, trust or Collective Investment Scheme connected with JOHP)
if JOHP considers such an investment to be appropriate for inclusion in or
exclusion from the Portfolio.
CUSTODIAL SERVICES
15. (a) Save where the Client has notified JOHP in accordance with paragraph
15(b), in those cases where the Client is situated in the United
Kingdom registerable investments will be registered in the name of an
Eligible Custodian (as defined in the Rules of IMRO) situated in the
United Kingdom and nominated by JOHP.
(b) In those cases where the Client is situated overseas or where the
Client so requests by notice in writing to JOHP, registerable
investments will be registered in the name of an Eligible Custodian
situated outside the United Kingdom and nominated by JOHP.
(c) All documents of title (including those in bearer form) will be
retained in the custody of an Eligible Custodian nominated by JOHP and
situated in the United Kingdom or overseas as applicable.
(d) None of the Eligible Custodians as aforesaid shall be Associates of
JOHP. However, the Client's registerable investments may at any time
be registered in the name of a nominee company which is an Associate
of JOHP and Client's documents of title may be held by that Associate
at any time after JOHP shall have given the Client written notice of
its intention to do so. Such notice shall specify the nature of its
association with such Associate.
ACCOUNTS, INTEREST AND DIVIDENDS
16. The following Client accounts, together with such others that may be
required, will be maintained by JOHP.
(a) INVESTMENT ACCOUNT
The Client's investments will be held in this account. Subject to
paragraphs 5 and 6, JOHP shall not lend the Client's investments to
any third party and shall not borrow money on the Client's behalf
against the security of the Client's investments.
(b) CAPITAL ACCOUNT
<PAGE>
All uninvested cash will be held in this account by a bank chosen by
JOHP. The account will be debited withe the cost of purchases on the
Client's behalf and with sums due and payable by the Client to JOHP
and will be credited with the net proceeds of sales on the Client's
behalf. Money drawn on behalf of the Client from the account shall not
exceed the total of money held in the account on behalf of the Client
at that time. Interest will be paid on sums standing to the credit of
the account and held on the Client's behalf at the prevailing market
rate. The interest will be paid quarterly and will be credited to the
Income Account on the Client's behalf.
(c) SETTLEMENT ACCOUNT
Money debited to the Capital Account in respect of the cost of
purchases made on the Client's behalf and money received and
receivable upon settlement of each sale made on the Client's behalf
will be credited to this account and held there until the relevant
settlement date.
(d) INCOME ACCOUNT
Dividends and interest received on investments within the Portfolio
will be credited to this account. Balances on the account will be paid
away quarterly in accordance with the Client's instructions or, in the
absence of such instructions, will be transferred quarterly to the
Capital Account as soon as reasonably practicable after the last day
of each such quarter being 5th April, 30th June, 5th October and 31st
December in each year. Money drawn on behalf of the Client from the
account shall not exceed the total of money held in the account on
behalf of the Client at that time. Interest will not be paid on monies
held in this account.
(d) OFF-SHORE FUNDS
In those cases where the Client is situated overseas or if the Client
notifies JOHP in writing that the Client wishes cash in the Portfolio
to be held outside the United Kingdom, JOHP will be (subject to
applicable laws and regulations) hold such cash in a bank account
outside the United Kingdom.
17. The Client may at any time instruct JOHP to realise any or all of the
investments in the Portfolio and may withdraw any sum standing to the
credit of the Capital Account and held on the Client's behalf.
18. JOHP shall maintain separate ledger accounts on the Client's behalf. All
debits from and credits to the Investment Account and/or Capital Account
and/or Income Account on the Client's behalf shall be recorded in the
ledger accounts, and statements of account showing all transactions,
payments and receipts up to and including 5th April of each year will be
sent to the Client as soon as reasonably practicable after that date.
COMMUNICATIONS
<PAGE>
19. In the interests of proper administration of the Portfolio and for related
investment purposes JOHP, its representatives or employees, may call upon
the Client by telephone, visit or otherwise communicate orally with the
Client without express invitation. The Client's attention is drawn to the
fact that the Client will forfeit any right conferred by section 56 of the
Financial Services Act 1986 to treat as unenforceable any investment
agreement entered into in the course of or in consequence of such a call.
ADMINISTRATION
20. Contract notes in respect of every purchase and sale on the Client's behalf
will be sent to the Client before the close of business on the day next
following the day on which the transaction was effected.
21. JOHP will on the Client's request forward details of all transactions on
the Client's behalf to the Client's tax advisor without additional charge.
22. The Client may (upon giving reasonable notice) inspect all copy contract
notes, vouchers and copies of entries in books or electronic recording
media kept by JOHP or to which JOHP has access relating to the transactions
effected by JOHP on the Client's behalf and those records will me
maintained by JOHP or JOHP will ensure that they are maintained for not
less than seven years from the date of the relevant transaction.
23. All documents will be sent to the Client at the address given above unless
and until otherwise directed in writing. The Client agrees that it will
immediately notify JOHP in writing of any changes of address, and that JOHP
will not be responsible for any consequences which may arise from failure
to do so.
REVIEWS AND VALUATIONS
24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date
valuation of each investment comprised in the Portfolio and a statement of
the basis on which it was valued on a six monthly basis or at such other
frequency as may be agreed between JOHP and the Client. Such reviews shall
be prepared as at such half yearly or other dates as shall be agreed
between JOHP and the Client from time to time (each such date being
referred to as a "Valuation Date"), and JOHP will send such reviews to the
Client within twenty-five business days of each Valuation Date.
25. On each Valuation Date cash will be valued at its face value and each
investment will be valued at its middle market price on the relevant stock
exchange at the close of business on such day or (if not a business day) on
the nearest prior business day as is supplied by "Exshare" or any other
suitable information service chosen by JOHP (which figures shall be binding
save for manifest error). For the purpose of valuing in sterling any
foreign currency or any security listed on a foreign stock exchange the
price of which is quoted in currency other than sterling, the valuation and
middle market exchange rates supplied by "Exshare" or any other suitable
information service chosen by JOHP shall be applied. In the absence of that
valuation or exchange rate, the middle market price as determined by the
Daily Official List of The Stock Exchange or the equivalent list for any
relevant stock exchange will be applied. If none of the foregoing methods
of valuation are available, the investments in question will be valued in
such other manner (by JOHP or such person selected by JOHP) as shall in
JOHP's opinion be fair.
<PAGE>
26. JOHP accepts no liability for any period longer than 25 business days
between any Valuation Date and the despatch of a review to the Client of
his Portfolio which has elapsed as result of any act or omission of any
third party.
VOTING AND OTHER RIGHTS
27. JOHP will be entitled at its discretion and without notice to the Client to
procure or to refrain from procuring the exercise of voting and other
rights and privileges attaching to the investments comprised in the
Portfolio and to accede or refrain from acceding to any compromise or
arrangement in relation to any scheme of arrangement or scheme for
reconstruction or amalgamation involving any such investment. JOHP will not
forward to the Client any circulars, notices or proxy cards received in
respect of investments comprised in the Portfolio.
FEES, COMMISSIONS AND EXPENSES
28. (a) The Client will pay a management fee to JOHP in respect of the period
beginning with first receipt by JOHP of any investments or money from
the Client and ending with a Valuation Date (as defined in paragraph
24) and each period thereafter starting with the day after any
Valuation Date and ending on the next Valuation Date (or the
Termination Date as defined in paragraph 39 if sooner).
(b) The management fee shall be calculated in accordance with the 'Scale
Rates and Charges' set out in Schedule III.
(c) The management fee shall be payable not later than 14 days after
despatch to the Client of an invoice which shall be sent to the Client
as soon as is reasonably practicable after each Valuation Date. Unless
otherwise instructed the Client's Capital Account will be debited with
the amounts due to JOHP on the 14th day after despatch of such
invoice.
(d) In addition the Client shall reimburse JOHP for any expenses or
liabilities which it may incur in properly carrying out is duties
hereunder.
29. The management fee shall be deemed to have accrued on a day-to-day basis,
so that, if this Agreement commences or terminates other than on a
Valuation Date (as defined in paragraph 24), the amount of the fee shall be
duly apportioned.
30. Commissions (as set out in Schedule III) will be payable by the Client on
purchases and sales of investments together with all expenses including
stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The
Client recognises that JOHP may gain a commission benefit from dealing in a
bulk purchase or sale on behalf of JOHP's clients, one of whom may be the
Client, or from return commissions which benefit JOHP shall be entitled to
retain. JOHP will be free to accept and retain as an addition to its fees
and commissions any other commissions which it receives in the course of
its dealing on the Client's behalf: all such benefits and receipts shall
supplement any other remuneration receivable by JOHP in connection with
transactions effected by JOHP with or for the Client under this or any
other agreement with the Client and the Client consents to all such
benefits and receipts as are referred to above without prior disclosure of
the same to the Client on a case-by-case basis provided that JOHP
undertakes to secure for the Client best execution of all transactions
effected with or through a party from whom JOHP receives such benefits and
commissions, disregarding any benefit which the Client might obtain
directly or indirectly as a result of such arrangements.
<PAGE>
31. JOHP shall be entitled to alter the manner of computing or charging its
fees, commissions and expenses or of paying interest on the money held on
the Client's behalf in the Capital Account (including with prejudice to the
generality of the foregoing its scale rates and charges) by giving one
month's prior notice in writing to the Client.
RESPONSIBILITY AND INSURANCE
32. JOHP will indemnify the Client in respect of any loss incurred as a result
of negligence, wilful default or fraud by JOHP or any of its employees.
Subject to the above, JOHP will not be responsible or liable for any claim,
loss, damage, expense or costs arising by reason of any of the following:
(a) any investment decision taken and acted upon in accordance with the
terms of this Agreement; or
(b) any delay or default in the performance of its obligations under this
Agreement arising in consequence of any event or circumstance beyond
the reasonable control of JOHP; or
(c) any act or omission on the part of any of the banks or nominee
companies controlled by them or other eligible custodians as referred
to in paragraph 15 or any other person to which any of them shall have
delegated its function or on the part of any other third party
whatsoever; or
(d) any consequential loss suffered in consequence of any act or omission
of JOHP or any breach of JOHP of any term of this Agreement.
33. The Client agrees to indemnify and keep indemnified JOHP from and against
all demands, claims, liabilities, losses, damages, costs and expenses
whatsoever incurred by JOHP arising out of the breach by the Client of any
warranty or by reason of any failure by the Client to comply with and/or
perform any of the terms and conditions contained in this Agreement.
34. Where the Client is a joint account (whether or not a trust account) JOHP
shall unless and until otherwise directed in writing by all the persons
named in the joint account, be entitled to act on the instructions of any
of them and shall not in any whatsoever be liable to the others for doing
so.
35. JOHP has effected insurance to provide for the protection of the Client
against losses arising from any negligence of JOHP or any dishonesty of
employees of JOHP.
<PAGE>
36. Under Section 54 of the Financial Services Act 1986 The Securities and
Investments Board has established a scheme for compensating investors by
which the Client may be entitled to compensation in the event of JOHP's
inability to meet any liabilities to the Client. JOHP will make available
to the Client upon request a statement describing the Client's rights to
compensation under the scheme.
DELEGATION AND USE OF AGENTS
37. JOHP may delegate any of its functions under this Agreement to an Associate
and may provide information about the Client and the Portfolio to any such
Associate but JOHP's liability to the Client for all matters so delegated
shall not be affected thereby. JOHP shall give to the Client written notice
of any delegation of a function which involves the exercise of its
discretionary investment management powers.
38. JOHP may employ agents (including Associates) to perform any
administrative, dealing, custodial and ancillary services required to
enable JOHP to perform its services under this Agreement. JOHP undertakes
to act in good faith and with due diligence in the choice and use of such
agents.
TERMINATION OF AGREEMENT
39. This Agreement may be terminated by either party by giving written notice
of termination to the other at any time. Termination shall take effect on
the day upon which the other party actually receives the notice (the
"Termination Date") provided that, where the Client is a joint account,
notice of termination by JOHP shall be given to every person named in the
joint account and in such circumstances the Termination Date shall be
deemed to be the day after the date of posting by first class recorded
delivery or other appropriate means to all persons named in the joint
account.
40. Upon the Termination Date, JOHP will complete expeditiously all
transactions in progress at termination but will not execute any further
transactions for the Client. Upon all fees, commissions, expenses and other
sums due to it and any other liabilities for which it may be or become
liable in connection with the management of the Portfolio being settled or
adequately secured to the satisfaction of JOHP, JOHP will ensure that all
investments and cash balances held on the Client's behalf will, after any
outstanding security registration, stock exchange settlements and other
administrative matters have been completed and as soon as reasonably
practicable, be transferred to the Client or dealt with in accordance with
the Client's instructions, in all cases at the cost of the Client.
41. Termination will not affect accrued rights, existing commitments or any
contractual provision intended to survive termination and will be without
penalty or other additional payment except that JOHP may charge the Client
an amount equal to:
<PAGE>
(a) the relevant proportion of the management fee, corresponding to that
part of the period ending on a Valuation Date by reference to which
fees are payable, which has expired when this Agreement is terminated;
(b) any additional expenses which JOHP necessarily incurs in terminating
this Agreement; and
(c) any losses necessarily realised in settling or concluding outstanding
obligations.
42. The death, bankruptcy or other incapacity or, in the case of a body
corporate, the cessation of business of the Client or a petition being
presented or a meeting being convened to consider a resolution for the
liquidation of the Client shall not of itself terminate JOHP's appointment;
but JOHP may at its discretion treat its receipt of actual notice of any
such events as if it were a written notice of termination from the Client.
43. If the Client is a joint account the Client's obligations under this
Agreement shall be joint and several. On the death of any of the persons
constituting the Client (being survived by any such other person), the
Agreement shall not terminate and, except in the case of trustees, the
interest of the deceased in the Portfolio shall automatically enure to the
benefit of the survivor(s) unless otherwise specified by notice in writing
to JOHP.
CLIENT WARRANTIES
44. The Client warrants that the Client is the beneficial owner (or the duly
authorised agent of the beneficial owner) of the whole of the Portfolio
free from all liens, charges, encumbrances and restrictions on transfer
except insofar as advised by the Client to JOHP, and will so remain during
the currency of this Agreement.
45. The Client warrants that the Client is empowered to enter into this
Agreement without the consent or authority of any other party and in the
case of a Client being a body corporate the Client warrants that by
entering into this Agreement it is not nor will it be in breach of its
Memorandum or Articles of Association or any other relevant document.
GENERAL
46. Terms and expressions defined in the rules of IMRO for the time being in
force shall where the context so admits bear the same meaning in this
Agreement.
47. The Clause headings in this Agreement are included for ease of reference
only and shall not affect its interpretation.
48. The Schedules to this Agreement are an integral part of it.
49. If the Client is an individual this Agreement shall be binding on his legal
personal representatives.
50. This Agreement is personal to the parties hereto and shall not be capable
of assignment.
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51. Subject to clause 31, no change, alteration or modification to this
Agreement or the Schedules hereto shall be made unless in writing and
signed by the parties hereto.
52. Notice required or authorised to be served hereunder must be addressed to
the address of the recipient stated above or to such other address as may
have been notified in writing by either party hereto to the other as its
address for the service of notices. In the case of notice served by the
Client from outside the United Kingdom and of notice served upon the Client
at an address outside the United Kingdom, the notice shall be sufficiently
served if served by pre-paid letter, cable or telex. In the case of notice
served by the Client from within the United Kingdom and of notice served
upon the Client at an address within the United Kingdom the notice shall be
sufficiently served if served by pre-paid letter.
53. If the Client makes a complaint to JOHP verbally or in writing about any
service JOHP has rendered to the Client under this Agreement the complaint
shall immediately be referred to JOHP's Chief Executive or to a Senior
Investment Manager who was not involved in the circumstances relating to
the complaint and who will investigate such circumstances. Upon the
conclusion of his investigation he shall make a written report to the
Client and take any action he deems necessary to rectify the matter which
is the subject of the complaint. The Client has the right to refer any
complaint to IMRO if the Client is not satisfied with the action taken by
the Chief Executive or Senior Investment Manager, and in any event has the
right to make the complaint direct to IMRO or the Investment Ombudsman
without prior reference to JOHP.
54. Each party to this Agreement shall respect and protect the confidentiality
of information acquired in consequence of it and shall not disclose such
information to any third party save in the course of giving effect to this
Agreement or as may be required by law, or where requested by regulatory
authorities, or to their professional advisors where reasonably necessary
for the performance of their professional services.
55. This Agreement is subject to English law and the parties hereto hereby
submit to the jurisdiction of the English Courts in respect of it.
<PAGE>
SCHEDULE I
THE PORTFOLIO
Valuation and composition of Portfolio
(see attached letter/opening valuation - where applicable)
SCHEDULE II
INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS
PART I - Investment Policy including basis
of measurement of performance
The investment objectives are to maintain a maximum total return commensurate
with safety and the protection of the underlying value of the capital of the
fund.
The performance will be measured against the F.T. All Share Index, any other
appropriate Index or measure of performance agreed upon by JOHP and the Client.
PART II - Guidelines and Restrictions
1. There will be no restrictions placed on the types of investment in which
the money comprised in the Portfolio will be invested provided that the
services to be provided by JOHP will not include advising on or effecting
Contingent Liability Transactions, nor will they, withot the express prior
authority of the Client, relate to options, futures or contracts for
differences (or to any right or interest in such investments).
2. The contents of the Portfolio may be invested in any market save for the
following.
There shall be no restriction on the amount of monies or proportion of the
Portfolio invested in any one investment or type of investment permitted
hereunder provided that, subject to the provisions relating to overdraft
contained in paragraph 6 of this Agreement, under no circumstances will
JOHP make investments on behalf of the Client to a value in excess of the
aggregate of the value of the funds and securities held by JOHP on behalf
of the Client in the accounts referred to in paragraph 16 of this
Agreement.
PART III - Risk Warnings and Risk Disclosure Statement
Investments Denominated in Foreign Currencies
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If a liability of the Client in one currency is to be matched by an asset in a
different currency, or if JOHP provides services under this Agreement relating
to an investment denominated in a foreign currency, a movement in exchange rates
may have an effect which may be either favourable or unfavourable on the
investment, which effect may be separate from the gain or loss otherwise
experienced on such investment.
Investments not readily realisable
Certain categories of investments comprised in the Portfolio may not be readily
realisable. You should be aware that there can be no certainty that market
makers or broker will be prepared to deal in such investments and that proper
information for determining their current value may not be available.
Warrants
A warrant is a right to subscribe for shares, debentures, loan stock or
government securities, and is exercisable against the original issuer of the
securities. Warrants often involve a high degree of gearing so that a relatively
small movement in the price of the underlying security results in a
disproportionately large movement, unfavourable as well as favourable, in the
price of the warrant. The prices of warrants can therefore be volatile.
Stabilisation
This statement is made in compliance with Rule 14 of Chapter IV of the rules of
IMRO.
"We or our representatives may from time to time effect on your behalf or
recommend to you transactions in securities which are the subject of a recent
new issue where the price of those transactions may have been influenced by bids
made or transactions effected for the purpose of stabilising the price of those
securities. You should read the explanation below carefully. Its purpose is to
enable you to judge whether you wish your funds to be invested at all in such
securities or, if so, whether you wish to authorise us generally to effect
transactions in such securities on your behalf without further reference to you
or whether you wish to be consulted before any particular transaction is
effected on your behalf.
Stabilisation is a process whereby the market price of a security is pegged or
fixed during the period in which a new issue of securities is sold to the
public. Stabilisation may take place in the new issue or in other securities
related to the new issue in such a way that the price of the other securities
may affect the price of the new issue or vice versa.
The reason stabilisation is permitted is that when a new issue is brought to
market the sudden glut will sometimes force the price lower for a period of time
before buyers are found for the securities on offer.
As long as he obeys a strict set of rules the "stabilising manager", normally
the issuing house chiefly responsible for bringing a new issue to market, is
entitled to buy securities in the market that he has previously sold to
investors or allotted to institutions who were included in the new issue but who
have decided not to continue participating. The effect of this may be to keep
the price at a higher level than would otherwise be the case during the period
of stabilising.
<PAGE>
The rules limit the period in which he may stabilise, fix the price at which he
may stabilise (in the case of shares and warrants but not bonds), and require
him to disclose that he may be (but not that he is) stabilising.
The fact that a new issue or a related security is being stabilised does not in
itself mean that investors are not interested in the issue, but neither should
the existence of transactions in an issue where stabilising may take place be
relied upon as an indication that investors are interested in the new issue or
interested in purchasing at the price at which transactions are taking place".
<PAGE>
SCHEDULE III
Scale Rates and Charges
MANAGEMENT FEES
To be levied six monthly
DISCRETIONARY PORTFOLIO SERVICE
1% per annum on portfolios of up to (pound)2,500,000
Large Portfolios (Over (pound)2,500,000) - by negotiation
<TABLE>
<CAPTION>
COMMISSION RATES
EQUITIES GILTS/FIXED INTEREST
<S> <C>
1.25% on transactions up to(pound)10,000 0.5% on transactions up to(pound)10,000
0.50% thereafter 0.25% on the next(pound)40,000
0.125% thereafter
(Minimum commissions (pound)30 per contract)
All transactions are subject to a handling charge of (pound)12.50 per transaction in
the case of UK registered securities ((pound)20 for non-UK registered securities)
</TABLE>
VALUE ADDED TAX
This will be charged on the fees shown above at
the appropriate rate where applicable
<PAGE>
FOR J O HAMBRO & PARTNERS LIMITED
/s/ J.D. Hambro Date 16th May 1996
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FOR THE CLIENT
/s/ Mishal Kanoo Date 3rd June 1996
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*The Client should sign here as follows.
AN INDIVIDUAL OR INDIVIDUALS.
The individual should sign his/her usual signature and insert the date. Where
the Client is a joint account all persons named in the joint account should
sign.
A COMPANY.
The Company's duly authorised signatory should sign and insert the date. Please
let JOHP have a certified true copy of a Board resolution confirming the
appointment of JOHP as investment manager and authorising the signature of the
Agreement. Please provide an up-to-date copy of the Memorandum and Articles of
Association and the Certificate of Incorporation which will be returned.
A TRUST OR PENSION FUND.
All the trustees should sign and insert the date. Please let JOHP have a copy of
the Trust Deed.
A PARTNERSHIP.
All the parners should sign and insert the date.
