<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Airborne Freight Corporation
----------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share (issuable upon
conversion of 6.9% Cumulative Convertible Preferred Stock)
----------------------------------------------------------------
(Title of Class of Securities)
00926610
-----------------------------
(CUSIP Number)
Mr. Seiichi Takada
President Christopher Smeall, Esq.
Intermodal Terminal Inc. Debevoise & Plimpton
200 Park Avenue 875 Third Avenue
New York, New York 10166 New York, New York 10022
(212) 878-4140 (212) 909-6457
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 1994
---------------------------------------
(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)
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
disclosure 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 00926610 PAGE 2 OF 13 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mitsui & Co., Ltd.
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
Japan
<TABLE>
<S> <C> <C>
7 Sole Voting Power
8 Shared Voting Power
259,487 shares of Common Stock (of which
Number of 256,487 shares are issuable upon conversion
Shares of 120,000 shares of 6.9% Cumulative
Beneficially Convertible Preferred Stock at a conversion
Owned By price of $23.393 and 3,000 shares are
Each issuable upon the exercise of stock options)
Reporting
Person 9 Sole Dispositive Power
With
10 Shared Dispositive Power
259,487 shares of Common Stock (of which
256,487 shares are issuable upon conversion
of 120,000 shares of 6.9% Cumulative
Convertible Preferred Stock at a conversion
price of $23.393 and 3,000 shares are
issuable upon the exercise of stock options)
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
259,487 shares of Common Stock (of which 256,487 shares
are issuable upon a conversion of 120,000 shares of 6.9% Cumulative
Convertible Preferred Stock at a conversion price of $23.393 and
3,000 shares are issuable upon the exercise of stock options)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
1.3%
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
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 00926610 PAGE 3 OF 13 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Intermodal Terminal Inc.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /X/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Delaware
<TABLE>
<S> <C> <C>
7 Sole Voting Power
8 Shared Voting Power
256,487 shares of Common Stock (issuable
Number of upon conversion of 120,000 shares of 6.9%
Shares Cumulative Convertible Preferred Stock at a
Beneficially conversion price of $23.393)
Owned By
Each
Reporting
Person 9 Sole Dispositive Power
With
10 Shared Dispositive Power
256,487 shares of Common Stock (issuable
upon conversion of 120,000 shares of 6.9%
Cumulative Convertible Preferred Stock at a
conversion price of $23.393)
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
256,487 shares of Common Stock (issuable
upon conversion of 120,000 shares of 6.9%
Cumulative Convertible Preferred Stock at a
conversion price of $23.393)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
1.3%
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
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 00926610 PAGE 4 OF 13 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tonami Transportation Co., Ltd.
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
Japan
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of
Shares
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting
Person 9 Sole Dispositive Power
With
10 Shared Dispositive Power
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
0%
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
<PAGE> 5
Page 5 of 13 Pages
AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this amended statement relates
is the common stock, $1.00 par value per share (the "Common Shares"), issuable
upon conversion of the 120,000 shares of 6.9% Cumulative Convertible Preferred
Stock (the "Preferred Shares") held by the reporting persons and upon
conversion of certain stock options beneficially held by reporting persons, of
Airborne Freight Corporation, a Delaware corporation ("Airborne"), which has
its principal executive offices at 3101 Western Avenue, Seattle, Washington
98111. Items 2, 4, 5 and 7 of the statement on Schedule 13D, dated February
7, 1990, as amended by Amendment No. 1 to Statement on Schedule 13D, dated
December 20, 1993 (the "Amended Statement") filed by Mitsui & Co., Ltd., a
Japanese corporation ("Mitsui-Japan"), Intermodal Terminal Inc., a Delaware
corporation wholly-owned indirectly by Mitsui-Japan ("Intermodal"), and Tonami
Transportation Co., Ltd., a Japanese corporation ("Tonami") (Mitsui-Japan,
Intermodal and Tonami, collectively, the "Reporting Persons") as direct and
indirect beneficial owners of the Common Shares as previously reported on the
Amended Statement, are hereby amended as set forth below.
5
<PAGE> 6
Page 6 of 13 Pages
Item 2. Identity and Background.
Item 2 remains unchanged except for the following:
Appendices A, B and C setting forth the name, principal occupation,
business address and citizenship of each executive officer and director of
Mitsui-Japan, Intermodal and Tonami, respectively, are hereby amended and
restated by Appendices A, B and C which are attached hereto and incorporated
herein by reference.
Item 4. Purpose of Transaction.
Item 4 remains unchanged except for the following:
On March 17 1994, Mitsui-Japan and Tonami gave notice of conversion
with respect to the 620,000 and 60,000 of the Preferred Shares owned by them,
respectively, and sold the aggregate 1,453,427 Common Shares issuable upon such
conversion to Goldman Sachs & Co. The sale will be settled on March 24, 1994.
6
<PAGE> 7
Page 7 of 13 Pages
Except as set forth above, none of the Reporting Persons has any plans
or proposals which relate to or would result in any of the consequences set
forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) are amended and restated in their entirety as
follows:
(a) Under Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Mitsui-Japan is the beneficial owner of the
120,000 Preferred Shares owned by its subsidiary, Intermodal. Subject to the
limitation described in the following paragraph, each Preferred Share is
convertible into a number of Common Shares equal to the quotient of the stated
value
7
<PAGE> 8
Page 8 of 13 Pages
of a Preferred Share ($50) divided by the conversion price in effect at the
time of conversion (currently $23.393, subject to anti-dilution adjustment) as
set forth in Section 6(c) of the Certificate of Designation of Preferences of
Preferred Shares (the "Certificate") filed with the Secretary of State of
Delaware on January 26, 1990 and incorporated herein by reference to Exhibit F
to the Original Statement. Under Rule 13d-3 under the Exchange Act,
Mitsui-Japan is the beneficial owner of 3,000 Common Shares issuable upon the
exercise of stock options granted by Airborne to Messrs. Hiroshi Ohara and
Motohiko Kogetsu (the "Grantees"). The Grantees may not exercise such options
without the consent of Mitsui-Japan and have agreed to transfer the Common
Shares underlying the options to Mitsui-Japan if it provides the exercise price
therefor or otherwise to transfer any proceeds from the sale of such Common
Shares to Mitsui-Japan. Options with respect to 1,000 Common Shares expire on
February 2, 2001; options with respect to 1,000 Common Shares expire on
February 2, 2002 and options with respect to 1,000 Common Shares expire on
February 2, 2003.
Subject to the limitation described in the following paragraph, the
120,000 Preferred Shares beneficially owned by Mitsui- Japan are thus
convertible into 256,487 Common Shares, which, together with the 3,000 Common
Shares issuable upon the conversion of the stock
8
<PAGE> 9
Page 9 of 13 Pages
options, represent approximately 1.3% of the sum of the 19,256,251 Common
Shares that the Reporting Persons understand from Airborne's Quarterly Report
on Form 10-Q dated November 11, 1993 were outstanding on September 30, 1993
plus the 259,487 Common Shares issuable upon conversion of such Preferred
Shares and Stock Options.
Section 6(a)(i) of the Certificate (which is incorporated herein by
reference) provides that a holder may convert into Common Shares only such
number of Preferred Shares as will not cause the ownership of Airborne's voting
securities by persons who are not "United States Citizens" (as defined in the
Aviation Act) to exceed that percentage then permitted by the Aviation Act in
order to hold certificates authorizing Airborne or its subsidiaries to engage
in air transportation less 5%. Under current law, this provision effectively
limits the ability of the Reporting Persons (or any subsequent foreign holders
or foreign-controlled holders of Preferred Shares) to convert Preferred Shares
into Common Shares if such conversion would increase the foreign ownership of
Airborne's voting securities (currently, its Common Shares) beyond the 20% (25%
- - 5%) level. The Reporting Persons are not aware of any foreign ownership of
Airborne's voting securities which would result in the limitation imposed by
Section 6(a)(i) of
9
<PAGE> 10
Page 10 of 13 Pages
the Certificate restricting any Reporting Person from converting all of its
Preferred Share holdings.
Intermodal beneficially owns 120,000 Preferred Shares, which are
convertible as described above, into 256,487 Common Shares, representing
approximately 1.3% of the sum of the 19,256,251 outstanding Common Shares plus
the 256,487 Common Shares issuable upon such conversion.
Tonami no longer beneficially owns any Preferred Shares.
Intermodal disclaims beneficial ownership of the 3,000 Common Shares
(issuable upon the conversion of stock options) beneficially owned by
Mitsui-Japan. Tonami disclaims beneficial ownership of the
10
<PAGE> 11
Page 11 of 13 Pages
3,000 Common Shares (issuable upon the conversion of stock options)
beneficially owned by Mitsui-Japan.
(b) Mitsui-Japan and Intermodal share the power to vote or direct
the vote and to dispose or direct the disposition of the 120,000 Preferred
Shares (and the 256,487 Common Shares issuable upon conversion thereof) owned
by Intermodal directly (and Mitsui-Japan indirectly). Mitsui-Japan and Mr.
Ohara share the power to vote or direct the vote or to dispose or direct the
disposition of the 1,000 Common Shares owned by Mr. Ohara directly (and
Mitsui-Japan beneficially). Mitsui-Japan and Mr. Kogetsu share the power to
vote or direct the vote or to dispose or direct the disposition of the 2,000
Common Shares owned by Mr. Kogetsu directly (and Mitsui-Japan beneficially).
(c) On March 17, 1994, Mitsui-Japan gave notice of conversion of the
620,000 Preferred Shares owned by it directly and sold the 1,325,183 Common
Shares issuable upon conversion of such Preferred Shares to Goldman, Sachs &
Co. ("Goldman") at a purchase price of $36.125 per share in a trade effected
over the New York Stock Exchange (the "NYSE") to be settled on March 24, 1994.
On March 17, 1994, Tonami gave notice of conversion of the 60,000 Preferred
Shares owned by it directly and sold the 128,244 Common Shares issuable upon
conversion of such shares to Goldman at a purchase price of $36.125 per shares
in a trade effected over the NYSE to be settled on March 24, 1994.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Shares of ABF on March 17, 1994.
11
<PAGE> 12
Page 12 of 13 Pages
Item 7. Material to be Filed as Exhibits.
None.
12
<PAGE> 13
Page 13 of 13 Pages
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
<TABLE>
<S> <C> <C>
Dated: March 23, 1994
MITSUI & CO., LTD.
By: /s/ Tadashi Kokai
---------------------
Name: Tadashi Kokai
Title: Associate Director &
Chief Operating Officer,
Transportation Logistics Group
INTERMODAL TERMINAL INC.
By: /s/ Seiichi Takada
---------------------
Name: Seiichi Takada
Title: President
TONAMI TRANSPORTATION CO., LTD.
By: /s/ Yoshio Suito
---------------------
Name: Yoshio Suito
Title: Managing Director, Operating
Officer of Finance and
Administrative Division
</TABLE>
13
<PAGE> 14
Appendix A
Executive Officers and Directors of
Mitsui & Co., Ltd.
The names, titles and principal occupations of the executive officers
and directors of Mitsui & Co., Ltd. ("Mitsui-Japan") are as follows:
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Koichiro Ejiri Chairman of the Board of Directors and
Representative Director
Naohiko Kumagai President and Representative Director
Akira Utsumi Executive Vice President and Representative
Director
Shojiro Arita Executive Vice President and Representative
Director
Tetsuji Hommma Executive Vice President and Representative
Director
Masaharu Takahashi Executive Vice President and Representative
Director
Shigeji Ueshima Executive Vice President and Representative
Director
Kyoichi Suzuki Senior Executive Managing Director and
Representative Director
Junichi Amano Senior Executive Managing Director and
Representative Director, General Manager of
Corporate Planning Division
Mutsubu Uchida Senior Executive Managing Director and
Representative Director
Taizo Kiyomine Senior Executive Managing Director and
Representative Director
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Tsutomu Monden Executive Managing Director and Representative
Director, Chairman & Managing Director of
Mitsui & Co., (Australia) Ltd., Chairman of
Mitsui & Co., (N.Z.) Ltd.
Yasuhiro Uryu Executive Managing Director and Representative
Director, General Manager of Nagoya Office
Teiichi Kinoshita Executive Managing Director and Representative
Director
Mantaroh Kitoh Executive Managing Director and Representative
Director, Chief Operating Officer of Property &
Service Business Development Group
Naoyuki Kondo Executive Managing Director and Representative
Director, Chairman & Managing Director of
Mitsui & Co. Europe Ltd., Chairman of Mitsui &
Co. International (Europe) B.V.
Takeo Tsuchikawa Executive Managing Director and Representative
Director, Chief Operating Officer of Iron &
Steel Raw Materials Group.
Katsuhiro Okude Executive Managing Director and Representative
Director, Chief Operating Officer of Electric
Machinery Group
Seiko Marumo Executive Managing Director and Representative
Director, Chief Operating Officer of
Petrochemicals & Polymers Group
</TABLE>
2
<PAGE> 16
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Masayuki Ikeda Executive Managing Director and Representative
Director, General Manager of Osaka Office
Kazuo Sato Executive Managing Director and Representative
Director, Chief Operating Officer of Plant &
Project Group
Goro Watanabe Executive Managing Director and Representative
Director, President & Chief Executive Officer
of Mitsui & Co. (U.S.A.), Inc.
Masayoshi Furuhata Executive Managing Director and Representative
Director, Chief Operating Officer of Motor
Vehicles Group
Kazumasa Suzuki Executive Managing Director and Representative
Director, Chief Operating Officer of Energy Group
Yoshimasa Nakano Executive Managing Director and Representative
Director, Chief Operating Officer of Iron &
Steel Overseas Group
Naomichi Suzuki Executive Managing Director and Representative
Director
Hiroshi Kimura Director, General Manager of Secretariat
Fumio Otsuka Director, Chief Operating Officer of
Electronics Group
Shosaburo Yamanaka Director, Chief Operating Officer of Specialty
Chemicals & Plastics Group
Takenosuke Yamasaki Director, Senior Deputy General Manager of
Osaka Office
Masaru Takaishi Director, Chief Operating Officer of Textile
Group
</TABLE>
3
<PAGE> 17
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Masashi Sugimoto Director, Chief Operating Officer of Second
General Merchandise Group
Shigeru Endo Director, Chief Operating Officer of Foods
Group
Yasuo Kurosawa Director, General Manager of Fukuoka Office
Tetsuro Inaji Director, General Manager of Beijing Office;
Managing Director of Mitsui & Co. (Shanghai)
Ltd.
Seiji Kawarabayashi Director, Chief Operating Officer of Iron &
Steel Domestic Group
Kanji Miyazaki Director, Chief Operating Officer of Marine &
Aerospace Group
Toshikatsu Fukuma Director
Osamu Fukumuro Director, Managing Director of Mitsui & Co. UK
PLC
Yoichi Yoshikawa Director
Yoshiaki Ohnuki Director, General Manager of Seoul Branch
Masaji Yoshiuchi Director, General Manager of Property & Service
Business Administrative Division
Shoichiro Shimizu Director, General Manager of Industrial
Machinery Group
Makoto Ejima Director, Chief Operating Officer of Nonferrous
Metals Group
Noboru Kishida Director, Chief Operating Officer of First
General Merchandise Group
</TABLE>
4
<PAGE> 18
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Seiichi Shimada Director, Chief Operating Officer of
Information Business Group
Hiroyuki Takahashi Director, General Manager of Personnel Division
Takahiro Ienaga Director,Vice Chairman of Bangkok Polyethylene
Co., Ltd.
Hiroyuki Maruko Director, President of Mitsui & Co. (Thailand)
Ltd.; Managing Director of Mitsiam
International Ltd.
Shuzo Uematsu Director, Chairman & Managing Director of
Mitsui & Co. (Hong Kong) Ltd.; Managing
Director of Mitsui & Co. (Shenzen) Trading Ltd.
Shunji Hokari Director, Operating Officer, Foods Group
</TABLE>
5
<PAGE> 19
<TABLE>
<CAPTION>
Positions with Mitsui-Japan
Name (Principal Occupation)
---- ---------------------------
<S> <C>
Shinjiro Shimizu Director, Chief Operating Officer of
Communications & Transportation Project Group
</TABLE>
The business address of each of the foregoing individuals is 2-1
Ohtemachi, 1-Chome, Chiyodaku, Tokyo, Japan, except as follows: Goro Watanabe,
200 Park Avenue, New York, NY 10166, USA; Naoyuki Kondo & Osamu Fukumuro, 20
Old Bailey, London EC4M 7QQ, United Kingdom; Yasuhiko Uryu, 16-21 Meieki
Minami, 1-Chome, Nakamura-Ku, Nagoya, Japan; Masayuki Ikeda & Takenosuke
Yamasaki, 3-33, Nakanoshima, 2-Chome, Kitaku, Osaka, Japan; Tsutomu Monden,
33rd Level, State Bank Center, 52 Martin Place, Sydney, Australia; Yasuo
Kurosawa, 10-1, Kamigofukumachi, Hakataku, Fukuoka, Japan; Hiroyuki Maruko &
Takahiro Ienaga, 6th Floor, Boonmitr Bldg., 138 Silom Road, Bangkok, Thailand;
Shuzo Uematsu, 25th Floor, Far East Finance Center, 16 Harcourt Road, Hong
Kong; Tetsuro Inaji, 1 Jianguomenwai Street, Beijing, China; Yoshiaki Ohnuki,
The Korea Press Center Bldg., 25 1-ka, Taepyung-ro, Chung-ku, Seoul, Rep. of
Korea.
Each of the foregoing individuals is a Japanese citizen.
6
<PAGE> 20
Appendix B
Executive Officers and
Directors of Intermodal
Terminal Inc.
The names, titles and principal occupations of the executive officers
and directors of Intermodal Terminal Inc. ("Intermodal") are as follows:
<TABLE>
<CAPTION>
Name and Title Principal Occupation
--------------------- ----------------------------------
<S> <C>
Seiichi Takada Vice President and General Manager, Traffic Div., (Mitsui
President and Director U.S.A.)
Masaaki Iida
Vice President and Secretary
Osamu Haruyama General Manager, General Administrative Div., (Mitsui
Treasuer and Director Nagoya Office)
Tadashi Kokai Chief Operating Officer, Transportation Logistics Group,
Director (Mitsui Tokyo HQ)
Yooichi Yoshi Executive Vice President, Mitsui U.S.A.
Director
</TABLE>
The business address of each of the foregoing individuals is 200 Park
Avenue, New York, New York 10166.
Each of the foregoing individuals is a Japanese citizen.
<PAGE> 21
Appendix C
Executive Officers and Directors of
Tonami Transportation Co., Ltd
The names, titles and principal occupations of the executive officers
and directors of Tonami Transportation Co., Ltd. (Tonami") are as follows:
<TABLE>
<CAPTION>
Position with Tonami
Name (Principal Occupation)
---- ----------------------
<S> <C>
Yoshihiro Minami President and Representative Director
Hiroshi Kashima Vice President
Takeshi Yamagishi Senior Managing Director, Chief Operating
Officer of Finance and Administration Division
Yousuka Konishi Senior Managing Director, Chief Operating
Officer of Business Division
Michio Noguchi Senior Managing Director, Chief Operating
Officer of Planning Division
Michiaki Adachi Director and Chief Secretary of President's
Office
Yoshio Suito Managing Director, Operating Officer of
Finance and Administration Division
Michio Kuze Managing Director, Chief Operating Officer of
Personnel Division
Hiroki Matsumoto Managing Director, Operating Officer of
Business Division
Mitsuya Naruse Managing Director, Operating Officer of Tokyo
Headquarters, Marketing Division
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Position with Tonami
Name (Principal Occupation)
---- ----------------------
<S> <C>
Akinori Oki Managing Director, General Manager of Toyama
Chief Branch
Kunihiko Shibata Director, Operating Officer of Business
Division
Kouichi Shimazaki Director, General Manger of Osaka-Higasmi
Chief Branch
Yoshitetsu Sasaki Director, Operating Officer of Finance
Administration Division
Katsusuke Watanuki Director, Operating Officer of Business
Division
Gensho Shimada Director, Operating Officer of General Affairs
Division
Kiyohiro Yamazaki Director, Operating Officer of Education
Division
Shuichi Sugioka Director, Operating Officer of Personnel
Division
Akira Fune Director, General Manger of Tokyo-Kita Chief
Branch
Tsutomu Chujoh Director, General Manger of Nagoya Chief
Branch
Masaaki Tanigawa Director, General Manager of Tokyo-Minami
Chief Branch
Noriaki Murata Director, Operating Officer of Information
System Division
Motomi Fujii Director
</TABLE>
2
<PAGE> 23
<TABLE>
<CAPTION>
Position with Tonami
Name (Principal Occupation)
---- ---------------------
<S> <C>
Noritaka Akichi Director
</TABLE>
The business address of each of the foregoing individuals is 2-12
Showamachi, 3-Chome, Takaoka, Toyama Pref., Japan, except as follows:
Yoshio Suito, 3-8 Higashi-Nihonbashi, 3-Chome, Chuo-ku,
Tokyo, Japan
Mitsuya Naruse, 3-7 Higashi-Nihonbashi, 3-Chome Chuo-ku,
Tokyo, Japan
Akinori Oki, 95 Tsubatae, Shinminato, Toyama Pref., Japan
Kouichi Shimazaki, 2-11 Yakeno, 3-Chome,
Tsurumi-ku, Osaka, Japan
Akira Fune 1045 Taninomae, Nakanoda, Urawa, Saitama
Pref., Japan
Tsutomu Chujoh, 9-2 Marunouchi, 2-Chome, Naka-ku, Nagoya,
Japan
Masaaki Tanigawa, 16-1 Tatsumi, 3-Chome, Koutou-ku, Tokyo,
Japan
Each of the foregoing individuals is a Japanese citizen.
3
