<PAGE> 1
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Number 3235-0145
Expires: October 31, 1994
Estimated average burden
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
EXTENDED STAY AMERICA, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
30224P 10 1
------------------------------------------
(CUSIP Number)
Thomas E. Siegler
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
(212) 504-4477
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 1996
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Exhibit index is located on page 22
Page 1 of 23
<PAGE> 2
SCHEDULE 13D
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CUSIP NO. 30224P 10 1 PAGE 2 OF 23 PAGES
------------- ----- -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 199,790
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
199,790
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,790 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 3
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 3 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ First ESC L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 269,127
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
269,127
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,127 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% -- See Item 5
14 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 4
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 4 OF 23 PAGES
------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ LBO Plans Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 269,127
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
269,127
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,127 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 5
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 5 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Capital Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 269,127
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
269,127
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,127 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 6
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 6 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson Lufkin & Jenrette Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 918,898
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
918,898
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,898 -- See Item 5
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% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 7
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 7 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson, Lufkin & Jenrette, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 8
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 8 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Equitable Companies Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 9
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 9 OF 23 PAGES
------------- ----- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 10
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 10 OF 23 PAGES
------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finaxa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 11
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 11 OF 23 PAGES
------------- ------ ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 12
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 12 OF 23 PAGES
------------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 13
SCHEDULE 13D
<TABLE>
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CUSIP NO. 30224P 10 1 PAGE 13 OF 23 PAGES
------------- ------ ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uni Europe Assurance Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 14
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 14 OF 23 PAGES
------------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 15
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 15 OF 23 PAGES
------------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 16
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 16 OF 23 PAGES
------------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claude Bebear, as Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 17
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 17 OF 23 PAGES
------------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrice Garnier, as Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 18
SCHEDULE 13D
<TABLE>
<S> <C>
CUSIP NO. 30224P 10 1 PAGE 18 OF 23 PAGES
------------- ---- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henri de Clermont-Tonneire, as Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,387,815
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
1,387,815
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,815 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% -- See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 19
ITEM 1. SECURITY AND ISSUER
Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to the
Securities Exchange Act of 1934 (the "Act"), this Amendment No. 1 restates the
Schedule 13D dated December 21, 1995 filed by Donaldson, Lufkin & Jenrette,
Inc. and others (as amended, the "Schedule 13D").
This Schedule 13D relates to shares of common stock, par value $0.01 per share
(the "Shares"), of Extended Stay America, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 500
E. Broward Avenue, Ft. Lauderdale, Florida 33394.
The information set forth in the Exhibits hereto is hereby expressly
incorporated herein by reference and the responses to each item of this
Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed jointly on behalf of the following persons
(collectively, the "Reporting Persons"): (1) DLJ Capital Corporation, a
Delaware corporation ("DLJCC"), (2) DLJ First ESC L.L.C., a Delaware limited
liability company ("ESC"), (3) DLJ LBO Plans Management Corporation, a Delaware
corporation ("LBO"), (4) DLJ Capital Investors, Inc., a Delaware corporation
("DLJCI"), (5) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware
corporation ("DLJSC"), (6) Donaldson, Lufkin & Jenrette, Inc., a Delaware
corporation ("DLJ"),(7) The Equitable Companies Incorporated, a Delaware
corporation ("Equitable"), (8) AXA, a societe anonyme organized under the laws
of France, (9) Finaxa, a societe anonyme organized under the laws of France,
(10) AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized
under the laws of France, (11) AXA Assurances Vie Mutuelle, a mutual insurance
company organized under the laws of France, (12) Uni Europe Assurance Mutuelle,
a mutual insurance company organized under the laws of France, (13) Alpha
Assurances Vie Mutuelle, a mutual insurance company organized under the laws of
France, (14) Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company
organized under the laws of France, and (15) Claude Bebear, Patrice Garnier and
Henri de Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of a voting
trust (the "AXA Voting Trust") established pursuant to a Voting Trust Agreement
by and among AXA and the AXA Voting Trustees dated as of May 12, 1992.
DLJCC is a Delaware corporation formed to make investments in industrial and
other companies to participate in the management of venture capital pools.
DLJCC is a wholly owned subsidiary of DLJ.
ESC is a Delaware limited liability company and an "employee securities
corporation" as defined in the Investment Company Act of 1940, as amended. LBO
is the Manager of ESC and makes all of the investment and voting decisions on
the part of ESC.
LBO is a Delaware corporation and registered investment adviser under the
Investment Advisers Act of 1940, as amended. LBO is a wholly owned subsidiary
of DLJCI.
DLJCI is a Delaware corporation and owns all of the capital stock of LBO.
DLJCI is a wholly owned subsidiary of DLJ.
DLJSC is a Delaware corporation and a registered broker/dealer. DLJSC is a
wholly owned subsidiary of DLJ.
DLJ is a publicly-held Delaware corporation. DLJ directly owns all of the
capital stock of DLJCC, DLJCI and DLJSC, and indirectly owns all of the capital
stock of LBO through its interest in DLJCI. DLJ, acting on its own behalf or
through its subsidiaries, is a registered broker/dealer and registered
investment adviser engaged in investment banking, institutional trading and
research, investment management and financial and correspondence brokerage
services. Equitable directly owns 44.1% of DLJ, and The Equitable Life
Assurance Society of the United States, a New York stock life insurance company
wholly owned by Equitable, indirectly owns 36.1% of DLJ.
Equitable is a Delaware corporation and is a holding company. As of December
13, 1995, approximately 60.7% of the outstanding common stock as well as
certain convertible preferred stock of Equitable was beneficially owned by AXA.
For insurance regulatory purposes, to insure that certain indirect minority
shareholders of AXA will not be able to exercise control over Equitable and
certain of its insurance subsidiaries, the voting shares of Equitable capital
stock beneficially owned by AXA and its subsidiaries have been deposited into
the AXA Voting Trust. For additional information regarding the AXA Voting
Trust, reference is made to the Schedule 13D filed by AXA with respect to
Equitable.
AXA is a societe anonyme organized under the laws of France and a holding
company for an international group of insurance and related financial services
companies.
Finaxa is a societe anonyme organized under the laws of France and is a holding
company. As of May 9, 1996, Finaxa owned 29.9% of the issued shares
(representing approximately 39.6% of the voting power) of AXA.
19
<PAGE> 20
Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni
Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, and Alpha Assurances
I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a mutual insurance
company organized under the laws of France. The Mutuelles AXA are owned by
approximately 1.5 million policy holders. The Mutuelles AXA, as a group,
control, directly and indirectly, through intermediate holding companies
approximately 40.1% of the issued shares (representing approximately 46.2% of
the voting power) of AXA. AXA is indirectly controlled by the Mutuelle AXA,
acting as a group.
Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, the AXA Voting
Trustees, exercise all voting rights with respect to the shares of Equitable
capital stock beneficially owned by AXA and its subsidiaries that have been
deposited in the AXA Voting Trust. The business address, citizenship, and
present and principal occupation of each of the AXA Voting Trustees are set
forth on Schedule G attached hereto.
The address of the principal business and principal office of each of DLJCC,
ESC, LBO, DLJCI, DLJSC and DLJ is 277 Park Avenue, New York, NY 10172. The
address of the principal business and principal office of Equitable is 787
Seventh Avenue, New York, New York 10019.
The address of the principal business and principal office of each of AXA,
Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008 Paris, France;
of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is
21/25, rue de Charteaudun, 75009 Paris, France; of each of Alpha Assurances
I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin, 100/101
Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France; and of Uni Europe
Assurance Mutuelle is 24, rue Druout, 75009 Paris, France.
The name, business address, citizenship, present and principal occupation or
employment, and the name, principal business and address of any corporation or
organization in which each such employment is conducted, of each executive
officer or member, as applicable, of the Board of Directors or the Conseil
d'Administration (French analogue of a board of directors) of DLJCC, DLJSC,
DLJ, DLJCI, LBO, Equitable, AXA, Finaxa, and the Mutuelles AXA are set forth on
Schedules A through M, respectively, attached hereto.
During the past five (5) years, neither any of the Reporting Persons nor, to
the best knowledge of any of the Reporting Persons, any of the other persons
listed on Schedules A through M attached hereto, has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to United States 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 a Commitment Letter, dated August 31, 1995, between the Company and
DLJ Mortgage Capital, Inc. ("DLJ Mortgage") and a Mortgage Facility, dated
October 31, 1995, between the Company and DLJ Mortgage (the "Mortgage
Facility"), the Company, as partial compensation for the Mortgage Facility, (i)
issued to DLJSC 750,540 Shares and (ii) sold to DLJCC 500,430 Shares for an
aggregate purchase price of $2,383,000 in cash ($4.76 per share). DLJCC used
working capital to finance the cash purchase of the Shares.
On November 22, 1995, DLJCC transferred 134,411 Shares to ESC for $648,095. On
December 11, 1995, DLJCC transferred 134,716 Shares to ESC for $641,412. ESC
used working capital to finance both purchases. On December 11, 1995, DLJCC
transferred 31,513 Shares to an employee of DLJSC for $150,000.
On December 13, 1995, the Company commenced an initial public offering (the
"IPO"), in which 5,060,000 Shares, including 660,000 Shares purchased by
underwriters (the "Underwriters") on December 14, 1995 to cover
over-allotments, were sold through the Underwriters led by DLJSC.
ITEM 4. PURPOSE OF TRANSACTION
Each of DLJCC, ESC and DLJSC holds the Shares reported in this Schedule 13D as
beneficially owned directly by such person for investment purposes. DLJSC may
provide market marking services to the Company. In connection therewith, DLJSC
may acquire additional Shares or may dispose of Shares in the open market. In
addition, depending on market and other considerations, DLJCC, ESC and DLJSC
may acquire additional Shares if such Shares become available at prices that
are attractive to such persons. On the other hand, DLJCC, ESC and DLJSC may
dispose of all or a portion of the Shares they now own or other securities of
the issuer that they may hereafter acquire.
20
<PAGE> 21
In connection with the IPO, the Company granted the Underwriters, including
DLJSC, a 30-day option to purchase up to 660,000 additional Shares to cover
over-allotments, at the price the Shares were sold to the Underwriters in the
IPO. The over-allotment option was exercised in full on December 14, 1995.
On June 5, 1996, the Company completed a public offering in which 9,775,000
Shares, including 1,275,000 Shares purchased by Underwriters (the
"Underwriters") to cover over-allotments, were sold through the Underwriters
led by DLJSC.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
DLJCC may be deemed to be the beneficial owner of the 199,790 Shares (the
"DLJCC Shares") directly owned by it, or approximately 0.6% of the Shares
outstanding. DLJCC has the sole power to vote and dispose of the DLJCC Shares.
DLJCC acquired 500,430 Shares from the Company on October 30, 1995 for an
aggregate purchase price of $2,383,000 in cash ($4.76 per share), as partial
compensation for the Mortgage Facility. DLJCC subsequently sold 269,127 Shares
to ESC and 31,513 Shares to an employee of DLJSC as more fully described in
Item 4 herein.
ESC may be deemed to be the beneficial owner of the 269,127 Shares (the "ESC
Shares") directly owned by it, or approximately 0.9% of the Shares outstanding.
ESC has the sole power to vote and dispose of the ESC Shares. The ESC Shares
were acquired from DLJCC as more fully described in Item 4 herein.
LBO, as the manager of ESC, may be deemed, for the purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, to beneficially own indirectly
the ESC Shares, or 0.9% of the Shares outstanding.
DLJCI, as the sole stockholder of LBO, may be deemed for the purposes of Rule
13d-3 under the Act to beneficially own indirectly the ESC Shares, or 0.9% of
the Shares outstanding.
DLJSC may be deemed to be the beneficial owner of the 918,898 Shares (the
"DLJSC Shares") directly owned by it, or approximately 2.9% of the Shares
outstanding. DLJSC has the sole power to vote and dispose of the DLJSC Shares.
The DLJSC Shares were granted to DLJSC by the Company on October 30, 1995 as
partial compensation for the Mortgage Facility.
As the sole stockholder of DLJCC, DLJCI and DLJSC, DLJ may be deemed, for
purposes of Rule 13d-3 under the Act, as amended, to beneficially own
indirectly the DLJCC Shares, the ESC Shares and the DLJSC Shares. Together,
such shares represent 1,387,815 Shares, or approximately 4.4% of the Shares
outstanding.
Because of Equitable's ownership of DLJ, Equitable may be deemed, for purposes
of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC Shares,
the DLJSC Shares and the ESC Shares. Together such Shares represent 1,387,815
Shares or approximately 4.4% of the Shares outstanding.
Because of AXA's ownership interest in Equitable, and the AXA Voting
Trustees' power to vote the Equitable shares placed in the AXA Voting Trust,
each of AXA and the AXA Voting Trustees may be deemed, for purposes of Rule
13d-3 under the Act, to beneficially own indirectly the Shares that Equitable
may be deemed to beneficially own. Because of the direct and indirect
ownership interest in AXA of Finaxa and the Mutuelles AXA, each of Finaxa and
the Mutuelles AXA may be deemed, for purposes of Rule 13d-3 under the Act, to
beneficially own indirectly the Shares that AXA may be deemed to beneficially
own. AXA, Finaxa, the Mutuelles AXA and the AXA Voting Trustees disclaim
beneficial ownership of any Shares.
The Reporting Persons, in the aggregate, may be deemed to beneficially own
1,387,815 Shares, or approximately 4.4% of the Shares outstanding. The
percentage of Shares outstanding reported as beneficially owned by each person
herein on the date hereof is based upon 31,353,092 Shares outstanding as stated
by the Company in its Prospectus dated May 30, 1996.
DLJSC has been a market-maker in the Shares, and in the ordinary course of
market-making activities has acquired and disposed of Shares at prices ranging
from 12.09 to 35.00 during the period from December 14, 1995 through June 5,
1996.
Each of the Reporting Persons has ceased to be the beneficial owner of more
than five percent of the Shares outstanding (as reported by the Company in the
Prospectus dated May 30, 1996) on June 5, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth in Items 3 and 4 above is hereby incorporated herein
by reference.
DLJSC is a party to certain Lockup Agreements (the "Shareholder Lockups") with
the Company and each of the Company's stockholders who held Shares prior to the
IPO (the "Original Investors"). The Shareholder Lockups were entered into in
21
<PAGE> 22
December 1995, prior to the IPO, and prohibit the Original Investors
from offering, selling, contracting to sell or otherwise disposing of
any Shares prior to the expiration of 180 days from the IPO, subject
to certain exceptions, without the prior written consent of DLJSC.
DLJCC, ESC and DLJSC are parties to certain Lockup Agreements (the "DLJ
Lockups") with the Company with respect to shares acquired prior to the IPO
(the "Pre-IPO Shares"). The DLJ Lockups were entered into in December 1995,
prior to the IPO, and prohibit DLJCC, ESC and DLJSC from offering, selling,
contracting to sell or otherwise disposing of any Pre-IPO Shares or any
securities convertible or exchangeable into Pre-IPO Shares prior to the
expiration of 180 days from the IPO, subject to certain exceptions, without the
prior written consent of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following have been filed as Exhibits to this Schedule 13D:
1. Joint Filing Agreement
2. DLJ Commitment Letter
3. DLJ Mortgage Facility
4. Form of Lockup Agreements with the Original Investors
5. Form of Lockup Agreements with DLJ Entities
22
<PAGE> 23
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.*
Dated as of June 6, 1996
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Thomas E. Siegler
___________________________
Name: Thomas E. Siegler
Title: Senior Vice President
__________________________________
*Pursuant to the Joint Filing Agreement with respect to this Schedule 13D
(previously filed as Exhibit 1 hereto) among the Reporting Persons, this
amendment to statement on Schedule 13D is filed on behalf of each of them by
Donaldson, Lufkin & Jenrette, Inc.
23
<PAGE> 24
SCHEDULE A
Executive Officers and Directors of
DLJ Capital Corporation
The names of the Directors and the names and titles of the
Executive Officers of DLJ Capital Corporation ("DLJCC") and their business
addresses and principal occupations are set forth below. Each Director's or
Executive Officer's business address is that of DLJCC at 277 Park Avenue, New
York, New York 10172. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to DLJCC and each individual is a United
States citizen.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Richard E. Kroon President and Chief Executive Officer
* Anthony F. Daddino Vice President; Executive Vice President and Chief Financial officer,
Donaldson, Lufkin & Jenrette, Inc.
* Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary, Donaldson,
Lufkin & Jenrette, Inc.
______________________________
* Director
</TABLE>
24
<PAGE> 25
SCHEDULE B
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette Securities Corporation
The names of the Directors and the names and titles of the
Executive Officers of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC") and their business addresses and principal occupations are set forth
below. If no address is given, the Director's or Executive Officer's business
address is that of DLJSC at 277 Park Avenue, New York, New York 10172. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to DLJSC and each individual is a United States citizen.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Carl B. Menges Vice Chairman of the Board;Vice Chairman of the Board, Donaldson, Lufkin &
Jenrette, Inc.
* Hamilton E. James Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc.
* Richard S. Pecther Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc.
* Theodore P. Shen Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc.
* Anthony F. Daddino Executive Vice President and Chief Financial Offier; Executive Vice President
and Chief Financial Offier, Donaldson, Lufkin & Jenrette, Inc.
</TABLE>
______________________________
* Director
25
<PAGE> 26
SCHEDULE C
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette, Inc.
The names of the Directors and the names and titles of the
Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their
business addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business address is
that of DLJ at 277 Park Avenue, New York, New York 10172. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
DLJ and each individual is a United States citizen.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Claude Bebear (1) Chairman and Chief Executive Officer, AXA
AXA
23, avenue Matignon
75008 Paris, France
* Henri de Castries (1) Executive Vice President Financial Services and Life Insurance Activities, AXA
AXA
23, avenue Matignon
75008 Paris, France
* Kevin Dolan Executive Vice President, AXA Asset Management
AXA Asset Management
40, rue de Collissee
75008 Paris, France
* Louis Harris Chairman and Chief Executive Officer, LH Research (research)
LH Research
152 East 38th Street
New York, New York 10016-2605
* Henri G. Hottingeur (2) Chairman and Chief Executive Officer, Banque Hottingeur (banking)
Banque Hottingeur
38, rue de Provence
75009 Paris, France
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private investment holding company)
Jarmain Group Inc.
95 Wellington Street
West Suite 805
Toronto, Canada
* Francis Jungers Retired Chairman, Arabian American Oil Company (oil industry)
19880 NW Nestucca Drive
Portland, Oregon 97229
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
* Joseph J. Melone President and Chief Executive Officer, The Equitable Companies Incorporated
The Equitable Companies Incorporated
787 Seventh Avenue
New York, New York 10019
* W. J. Sanders, III Chairman and Chief Executive Officer, Advanced Micro Devices
Advanced Micro Devices, Inc.
901 Thompson Place
Sunnyvale, CA 94086
* Jerry M. de St. Paer Executive Vice President and Chief Financial Officer, The Equitable Companies
The Equitable Companies Incorporated Incorporated
787 Seventh Avenue
New York, New York 10019
* John C. West Former Ambassador to Saudi Arabia
Bothea, Jordan & Griffin
23B Shelter Cove
Hilton Head Island, SC 29928
* Carl B. Menges Vice Chairman of the Board
* Hamilton E. James Managing Director
* Richard S. Pecther Managing Director
* Theodore P. Shen Managing Director
* Anthony F. Daddino Executive Vice President and Chief Financial Officer
* Robert J. Albano Senior Vice President and Director of Compliance and Regulatory Affairs
Michael M. Bendik Senior Vice President and Chief Accounting Officer
Michael A. Boyd Senior Vice President and General Counsel
Joseph D. Donnelly Senior Vice President and Associate General Counsel
One Pershing Plaza
Jersey City, NJ 07599
Stuart S. Flamberg Senior Vice President and Director of Taxes
Roy A. Garman Senior Vice President and Controller
Charles J. Hendrickson Senior Vice President and Treasurer
Gerald B. Rigg Senior Vice President and Director of Human Resources
Thomas E. Siegler Senior Vice President and Secretary
Lucia D. Swanson Senior Vice President and Associate General Counsel
______________________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of Switzerland
(3) Citizen of Canada
</TABLE>
2
<PAGE> 28
SCHEDULE D
Executive Officers and Directors
of
DLJ Capital Investors, Inc.
The names and titles of the Executive Officers and
Directors of DLJ Capital Investors, Inc. ("DLJCI") and their respective
business addresses and principal occupations are set forth below. Each of the
Director's or Executive Officer's business address is that of DLJCI at 277 Park
Avenue, New York, New York 10172. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to DLJCI and each individual is
a citizen of the United States.
<TABLE>
<S> <C>
Name Present Principal Occupation
- ---- ----------------------------
John S. Chalsty Director and Chairman of the Board; Chairman and Chief Executive
Officer of DLJ
Anthony F. Daddino Director and Executive Vice President; Executive Vice President and
Chief Financial Officer of DLJ
Joe L. Roby Director and Chief Operating Officer; President and Chief Operating
Officer of DLJ
Hamilton E. James Director and Chief Executive Officer; Managing Director of DLJ
Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary of DLJ
______________________________
* Director
</TABLE>
3
<PAGE> 29
SCHEDULE E
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation
The names and titles of the Executive Officers and
Directors of DLJ LBO Plans Management Corporation ("LBO") and their respective
business addresses and principal occupations are set forth below. Each of the
Director's or Executive Officer's business address is that of LBO at 277 Park
Avenue, New York, New York 10172. Each occupation set forth opposite an
individual's name refers to LBO and each individual is a citizen of the United
States.
<TABLE>
<S> <C>
Name Present Principal Occupation
- ---- ----------------------------
* Anthony F. Daddino Director, President; Executive Vice President and Chief
Financial Officer of DLJ
* Vincent DeGiaimo Director, Vice President
Edward A. Poletti Vice President and Treasurer
* Thomas E. Siegler Director, Vice President and Secretary; Senior Vice President
of DLJ
______________________________
* Director
</TABLE>
<PAGE> 30
SCHEDULE F
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles
of the Executive Officers of The Equitable Companies Incorporated ("Equitable")
and their business addresses and principal occupations are set forth below. If
no address is given, the Director's or Executive Officer's business address is
that of Equitable at 787 Seventh Avenue, New York, New York 10019. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Equitable and each individual is a United States citizen.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear (1) Chairman of the Board; Chairman and Chief Executive Officer, AXA
AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson Senior Executive Vice President and Chief Operating Officer; President and
Chief Executive Officer, The Equitable Life Assurance Society of the United
States
* Henri de Castries (1) Vice Chairman of the Board; Executive Vice President Financial Services and Life
AXA Insurance Activities (outside of France)
23, avenue Matignon
75008 Paris, France
* John S. Chalsty Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc.
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Jerry M. de St. Paer Senior Executive Vice President and Chief Financial Officer; Executive Vice
President, The Equitable Life Assurance Society of the United States
* Joseph L. Dionne Chairman and Chief Executive Officer, The McGraw Hill Companies (publishing)
The McGraw Hill Companies
1221 Avenue of the Americas
New York, NY 10020
* William T. Esrey Chairman of the Board and Chief Executive Officer, The Sprint Corporation
Sprint Corporation (telecommunications)
P.O. Box 11315
Kansas City, MO 64112
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
Rhone-Poulenc S.A.
25 quai Paul Doumer
92408 Courbevoie,
France
Robert E. Garber Executive Vice President and General Counsel
</TABLE>
<PAGE> 31
<TABLE>
<S> <C>
* Donald J. Greene Partner, LeBoeuf, Lamb, Greene & MacRae (law firm)
LeBoeuf, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019
* Anthony Hamilton (2) Group Chairman and Chief Executive Officer, Fox-Pitt, Kelton Group Limited
35 Wilson Street (Finance)
London, England EC2M 2SJ
* John T. Hartley Retired Chairman and Chief Executive Officer, Harris Corporation (manufacture of
Harris Corporation electronic, telephone and copying systems)
1025 Nasa Boulevard
Melbourne, FL 32919
* John H.F. Haskell, Jr. Director and Managing Director, Dillon, Read & Co., Inc. (investment banking firm)
Dillon, Read & Co., Inc.
535 Madison Avenue
New York, NY 10028
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private investment holding company)
Jarmain Group Inc.
95 Wellington St. West
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Winthrop Knowlton Chairman, Knowlton Brothers, Inc. (private investment firm); President and Chief
Knowlton Brothers, Inc. Executive Officer, Knowlton Associates, Inc. (consulting firm)
530 Fifth Avenue
New York, NY 10036
* Arthur L. Liman Partner, Paul, Weiss, Rifkind, Wharton & Garrison (law firm)
Paul, Weiss, Rifkind,Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Joanne T. Marren Senior Vice President and Deputy General Counsel
William T. McCaffrey Executive Vice President and Chief Administrative Officer; Senior Executive
Vice President and Chief Operating Officer, The Equitable Life Assurance
Society of the United States
* Joseph J. Melone Chief Executive Officer and President; Chairman of the Board, The Equitable
Life Assurance Society of the United States
Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice
President and Chief Investment Officer, The Equitable Life Assurance
Society of the United States
* Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider S.A. (electric equipment)
64-70, avenue Jean Baptiste Clement
92646 Boulogne Cedex, France
* George J. Sella, Jr. Retired Chairman, President and Chief Executive Officer, American Cyanamid
American Cyanamid Company Company (manufacturer pharmaceutical products and agricultural products)
P.O. Box 3017
Newton, NJ 07860
Jose Suquet Executive Vice President; Executive Vice President and Chief Agency Officer;
The Equtiable Life Assurance Society of the United States
</TABLE>
<PAGE> 32
<TABLE>
<S> <C>
Stanley B. Tulin Executive Vice President; Senior Executive Vice President and
Chief Financial Officer, The Equitable Companies Incorporated
* Dave H. Williams Chairman and Chief Executive Officer, Alliance Capital Management Corp.
Alliance Capital (investment company)
Management Corporation
1345 Avenue of the Americas
New York, NY 10105
______________________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
</TABLE>
<PAGE> 33
SCHEDULE G
Executive Officers and
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of AXA and their business
addresses and principal occupations are set forth below. If no address is
given, the Member's or Executive Officer's business address is that of AXA at
23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to AXA and each
individual is a citizen of the Republic of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer
* Antoine Bernheim Chairman and Chief Executive Officer, Assicurazioni Generali S.p.A.
Piazza Duca Degli Abruzzi 2 (insurance)
34132 Trieste, Italy
Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities
(outside of France)
Francoise Colloc'h Executive Vice President, Human Resources and Public Relations
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino
90, rue de Miromesnil (transportation)
75008 Paris, France
* David Dautresme Partner and Managing Director
121, boulevard Haussman
75008 Paris, France
Lazard Freres et Cie (investment banking)
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer
92408 Courbevoie, France
* Michel Francois-Poncet Chairman of the Supervisory Board of Compagnie Financiere Paribas and Banque
3, rue d'Autin Paribas (financial services and banking)
75002 Paris, France
* Patrice Garnier Retired
* Gianfranco Gutty (1) Director and Executive Officer, Assicurazioni Generali S.p.A. (insurance)
Piazza Duca Degli Abruzzi 2
34132 Trieste, Italy
* Anthony Hamilton (2) Group Chairman and Chief Executive Officer, Fox-Pitt, Kelton Group Limited
35 Wilson Street (France)
London, England EC2M 2SJ
* Henri Hottinguer (3) Chairman and Chief Executive Officer, Banque Hottinguer (banking)
38, rue de Provence
75009 Paris, France
</TABLE>
<PAGE> 34
<TABLE>
<S> <C>
* Richard H. Jenrette (4) Retired
787 Seventh Avenue
New York, New York 10019
* Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
Gerard de la Martiniere Executive Vice President, Corporate Finance and Administrative
Services
* Didier Pineau-Valencienne Chief Executive Officer, Schneider S.A. (electric equipment)
64-70, avenue Jean Baptiste Clement
92646 Boulogne Cedex, France
Claude Tendil Executive Vice President, Insurance Activities (in France) and Non-
Life and Composite Insurance Activities (outside of France)
______________________________
* Member, Conseil d'Administration
(1) Citizen of Italy
(2) Citizen of Switzerland
(3) Citizen of the United Kingdom
</TABLE>
<PAGE> 35
SCHEDULE I
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of Finaxa and their business
addresses and principal occupations are set forth below. If no address is
given, the Member's or Executive Officer's business address is that of Finaxa
at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and each
individual is a citizen of the Republic of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities
(outside of France), AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation)
90, rue de Miromesnil 75008 Paris,
France
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer 92408 Courbevoie,
France
* Patrice Garnier Retired
* Henri Hottinguer (1) Chairman and Chief Executive Officer, Banque Hottinguer (banking)
38, rue de Provence 75009 Paris,
France
*Paul Hottinguer (1) Assistant Chairman and Chief Executive Officer, Banque Hottinguer (banking)
38, rue de Provence 75009 Paris,
France
*Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux 67000
Strasbourg, France
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes 76130 Mont
Saint Aignan, France
______________________________
* Member, Conseil d'Administration
(1) Citizen of Switzerland
</TABLE>
<PAGE> 36
SCHEDULE J
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of AXA Assurances I.A.R.D.
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of AXA Assurances I.A.R.D. Mutuelle at La Grande Arche, Paroi
Nord, Cedex 41, 92044 Paris La Defense, France. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to AXA
Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic
of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer,
23, avenue Matignon AXA
75008 Paris, France
Jean-Luc Bertozzi Assistant Chief Executive Officer
21/25, rue de Chateaudun
75009 Paris, France
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside
23, avenue Matignon of France), AXA
75008 Paris, France
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry)
5, rue la Bruyere
75009 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
* Francoise Richer Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France)
23, avenue Matignon and Non-Life and Composite Insurance Activities (outisde of France)
75008 Paris, France
</TABLE>
<PAGE> 37
<TABLE>
<S> <C>
* Nicolas Thiery Chairman and Chief Executive Officer, Establissements Jaillard (management
6 Cite de la Chapelle consulting)
75018 Paris, France
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and
14, boulevard Industriel processing)
76301 Sotteville les Rouen, France
______________________________
* Member, Conseil d'Administration
</TABLE>
2
<PAGE> 38
SCHEDULE K
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of AXA Assurances Vie
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of AXA Assurances Vie Mutuelle at La Grande Arche, Paroi Nord,
Cedex 41, 92044 Paris La Defense, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to AXA Assurances Vie
Mutuelle and each individual is a citizen of the Republic of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
Jean-Luc Bertozzi Assistant Chief Executive Officer
21/25, rue de Chateaudun
75009 Paris, France
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of
23, avenue Matignon France), AXA
75008 Paris, France
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry)
5, rue la Bruyere
75009 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation)
90, rue de Miromesnil
75008 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer
92408 Courbevoie, France
* Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
* Francoise Richer Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and
23, avenue Matignon Non-Life Composite Insurance Activities (outside of France)
75008 Paris, France
</TABLE>
<PAGE> 39
<TABLE>
<S> <C>
* Nicolas Thiery Chairman and Chief Executive Officer, Establissements Jaillard (management
6 Cite de la Chapelle consulting)
75018 Paris, France
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and
14, boulevard Industriel processing)
76301 Sotteville les Rouen, France
_____________________________
* Member, Conseil d'Administration
</TABLE>
2
<PAGE> 40
SCHEDULE L
Executive Officers and
Members of Conseil d'Administration
of
UNI EUROPE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of Uni Europe Assurance
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of Uni Europe Assurance Mutuelle at 24, rue Druout, 75009
Paris, France. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to Uni Europe Assurance Mutuelle and each
individual is a citizen of the Republic of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of
23, avenue Matignon France), AXA
75008 Paris, France
* Francis Cordier
rue Nicephone Niepce
BP 232 76304 Sotteville
Les Rouen, France Chairman and Chief Executive Officer, Group Demay Lesieur (food industry)
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
* Francis Magnan Chairman and Chief Executive Officer, Groupe Daher (air and sea transportation)
50, boulevard des Dames
13002 Marseille, France
* Jean de Ribes Chief Executive Officer, Banque Rivaud (banking)
13, rue Notre Dame des Victoires
75008 Paris, France
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
</TABLE>
<PAGE> 41
<TABLE>
<S> <C>
* Claude Tendil General manager; Executive Vice President, Insurance Activities (in France) and
23, avenue Matignon Non-Life and Composite Insurance Activities (outside of France)
75008 Paris, France
_____________________________
* Member, Conseil d'Administration
</TABLE>
2
<PAGE> 42
SCHEDULE M
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of Alpha Assurances Vie
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101
Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Alpha Assurances Vie Mutuelle and each individual is a citizen of the Republic
of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of
23, avenue Matignon France), AXA
75008 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation)
90, rue de Miromesnil
75008 Paris, France
* Claude Fath Manager
* Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry)
25, quai Paul Doumer
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and Non-
23, avenue Matignon Life Composite Insurance Activities (outside of France)
75008 Paris, France
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and
14, boulevard Industriel processing)
76301 Sotteville les Rouen
France
______________________________
* Member, Conseil d'Administration
</TABLE>
<PAGE> 43
SCHEDULE N
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration
and the names and titles of the Executive Officers of Alpha Assurances I.A.R.D.
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101
Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Alpha Assurances I.A.R.D. Mutuelle and each individual is a citizen of the
Republic of France.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* Henri Brischoux Manager, AXA
23, avenue Matignon
75008 Paris, France
* Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of
23, avenue Matignon France), AXA
75008 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation)
90, rue de Miromesnil
75008 Paris, France
* Bernard Cornille Audit Manager, AXA
23, avenue Matignon
75008 Paris, France
* Claude Fath Manager, Alpha Assurances Vie Mutuelle
* Patrice Garnier Retired
Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture)
56, rue Jean Giraudoux
67000 Strasbourg, France
* Claude Peter Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and
23, avenue Matignon Non-Life and Composite Insurance Activities (outside of France)
75008 Paris, France
______________________________
* Member, Conseil d'Administration
</TABLE>
