SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EMPIRE OF CAROLINA, INC.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
292007-10-1
(CUSIP Number)
Robin B. Shanus
Weiss Peck & Greer
One New York Plaza
New York, NY 10004
(212) 908-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the Reporting Person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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).
** The total number of shares of common stock reported herein
as beneficially owned by the Reporting Persons is 3,019,021
(including the 2,531,929 shares of common stock which the
Reporting Persons shall have the right to acquire upon the
conversion of the securities described herein) which
constitutes approximately 31.8% of the total number of
shares outstanding, based on 9,493,229 shares of common
stock of the issuer outstanding (including the 2,531,929
shares of common stock which the Reporting Persons shall
have the right to acquire upon the conversion of the
securities described herein). If the Reporting Parties are
deemed to be a group with Steven E. Geller, Neil Saul,
Marvin Smollar and Champ Enterprises Limited Partnership,
such group shall be deemed to beneficially own 5,539,140
shares of common stock (including 3,148,128 shares of common
stock which the Reporting Persons and the Geller Group (as
defined herein) have the right to acquire in the next 60
days upon exercise of warrants or options on conversion of
securities), which constitutes approximately 54.8% of the
total number of shares outstanding based on 10,109,428
shares of common stock outstanding. See Item 2. See Item 5
of this Statement regarding how the total number of
outstanding shares is determined.<PAGE>
<PAGE>
1. Name of Reporting Person:
WPG Corporate Development Associates IV, L.P.
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(e) or 2(f):
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 2,328,918 (1)
Shares (3)
Beneficially
Owned By 8. Shared Voting Power: 128,523
Each (2)
Reporting
Person 9. Sole Dispositive Power: 2,328,918
With (1) (3)
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,457,441 (3)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11):
27.2%
(see item 5)
14. Type of Reporting Person: PN
(1) Power is exercised through its sole general partner, WPG
Private Equity Partners, L.P.
(2) Represents shares owned by the Individual Investors (as
herein defined) which are subject to a certain Shareholders'
Agreement, pursuant to which the Reporting Person has the
right to vote such shares and certain other rights.
See item 4.
(3) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to the Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Also does
not include shares of Halco Industries, Inc. which WPG
Corporate Development Associates IV, L.P. may have the right
to purchase pursuant to the terms of a certain Stock
Purchase Agreement. Pursuant to Rule 13d-4, the Reporting
Person disclaims beneficial ownership of all such shares.
See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
WPG Private Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 2,328,918 (1)
Shares (2) (4)
Beneficially
Owned By 8. Shared Voting Power: 128,523 (3)
Each
Reporting
Person 9. Sole Dispositive Power:
With 2,328,918 (1) (2) (4)
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,457,441 (4)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11):
27.2% (see item 5)
14. Type of Reporting Person: PN
(1) Solely in its capacity as the sole general partner of WPG
Corporate Development Associates IV, L.P.
(2) Power is executed through its two managing general partners,
Steven N. Hutchinson and Wesley W. Lang, Jr.
(3) Represents shares owned by the Individual Investors which
are subject to the Shareholders' Agreement, pursuant to
which WPG Corporate Development Associates IV, L.P. has the
right to vote such shares and certain other rights. See
item 4.
(4) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Also does
not include shares of Halco Industries, Inc. which WPG
Corporate Development Associates IV, L.P. may have the right
to acquire pursuant to the terms of a certain Stock Purchase
Agreement. Pursuant to Rule 13d-4, the Reporting Person
disclaims beneficial ownership of all such shares. See item
4 and item 5.
<PAGE>
1. Name of Reporting Person:
WPG Corporate Development Associates IV (Overseas),
L.P.
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(e) or 2(f):
6. Citizenship or Place of Organization: Cayman Islands
Number of 7. Sole Voting Power: 542,151 (1) (2)
Shares
Beneficially
Owned By 8. Shared Voting Power: -0-
Each
Reporting 9. Sole Dispositive Power: 542,151 (1)
Person (2)
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 542,151 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11):
7.3% (see item 5)
14. Type of Reporting Person: PN
(1) Power is exercised through its two general partners, WPG
Private Equity Partners (Overseas), L.P. and WPG CDA IV
(Overseas), Ltd.
(2) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all such shares. See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
WPG CDA IV (Overseas), Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Cayman Islands
Number of 7. Sole Voting Power: -0-
Shares Bene-
ficially 8. Shared Voting Power: 542,151 (1) Owned By
(2)
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With 10. Shared Dispositive Power:
542,151 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 542,151 (2) (see item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): 7.3%
(see item 5)
14. Type of Reporting Person: CO
(1) Solely through its capacity as a general partner of WPG
Corporate Development Associates IV (Overseas), L.P.
(2) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all such shares. See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
WPG Private Equity Partners (Overseas), L.P.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 19,429 (2)
Shares Bene-
ficially 8. Shared Voting Power: 542,151 (1) Owned By
(2) (3)
Each
Reporting 9. Sole Dispositive Power: 19,429 (2)
Person
With 10. Shared Dispositive Power:
542,151 (1) (2) (3)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 561,580 (3) (see item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): 7.6%
(see item 5)
14. Type of Reporting Person: PN
(1) Solely in its capacity as a general partner of WPG Corporate
Development Associates IV (Overseas), L.P.
(2) Power is exercised through its two managing general
partners, Steven N. Hutchinson and Wesley W. Lang, Jr.
(3) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all such shares. See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
Steven N. Hutchinson
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 3,019,021
Owned By (1)(2)
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With 10. Shared Dispositive Power:
3,019,021 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,019,021 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11):
31.8% (see item 5)
14. Type of Reporting Person: IN
(1) Solely in his capacity as one of the two managing general
partners of WPG Private Equity Partners IV, L.P., the sole
general partner of WPG Corporate Development Associates IV,
L.P., and in his capacity as one of the two managing general
partners of WPG Private Equity Partners IV (Overseas), L.P.,
a general partner of WPG Corporate Development Associates IV
(Overseas), L.P. See item 5.
(2) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all such shares. See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
Wesley W. Lang, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 3,019,021 Owned By
(1)(2)
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With 10. Shared Dispositive Power:
3,019,021 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,019,021 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11):
31.8% (see item 5)
14. Type of Reporting Person: IN
(1) Solely in his capacity as one of the two managing general
partners of WPG Private Equity Partners IV, L.P., the sole
general partner of WPG Corporate Development Associates IV,
L.P., and in his capacity as one of the two managing general
partners of WPG Private Equity Partners IV (Overseas), L.P.,
a general partner of WPG Corporate Development Associates IV
(Overseas), L.P. See item 5.
(2) Does not include shares owned or controlled by certain other
stockholders of the issuer who are parties with the
Reporting Person to a certain Shareholders' Agreement, which
shares the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3 of the Act because of the voting
agreement and other provisions contained therein. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all such shares. See item 4 and item 5.
<PAGE>
1. Name of Reporting Person:
Peter B. Pfister
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 3,041 (1)
Owned By
Each 9. Sole Dispositive Power: 3,041
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,041
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): <
0.1% (see item 5)
14. Type of Reporting Person: IN
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a certain
Shareholders' Agreement. See item 4.
<PAGE>
1. Name of Reporting Person:
Craig S. Whiting
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 3,041 (1)(2)
Owned By
Each 9. Sole Dispositive Power: 3,041 (2)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,041
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): <
0.1% (see item 5)
14. Type of Reporting Person: IN
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a certain
Shareholders' Agreement. See item 4.
(2) Power is exercised through an Individual Retirement Account
and a 401(k) account the trustee of which is Weiss, Peck &
Greer. Mr. Whiting makes all investment decisions involving
securities held in such account.
<PAGE>
1. Name of Reporting Person:
Nora E. Kerppola
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 3,041 (1)(2)
Owned By
Each 9. Sole Dispositive Power: 3,041 (2)
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,041
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): <
0.1% (see item 5)
14. Type of Reporting Person: IN
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a
Shareholders' Agreement. See item 4.
(2) Power is exercised with respect to 2,041 shares through an
Individual Retirement Account the trustee of which is Weiss,
Peck & Greer. Ms. Kerppola makes all investment decisions
involving securities held in such account.
<PAGE>
1. Name of Reporting Person:
Glenbrook Partners, L.P.
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(e) or 2(f):
6. Citizenship or Place of Organization: Nevada
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 42,457
Owned By (1)(2)
Each
Reporting 9. Sole Dispositive Power: 42,457 (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 42,457(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): 0.6%
(see item 5)
14. Type of Reporting Person: PN
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a
Shareholders' Agreement. See item 4.
(2) Power is exercised through its sole general partner, Prim
Ventures, Inc.
<PAGE>
1. Name of Reporting Person:
Prim Ventures, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: N/A
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Nevada
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 42,457
Owned By (1)(2)
Each
Reporting 9. Sole Dispositive Power:
Person 42,457(2)
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 42,457(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): 0.6%
(see item 5)
14. Type of Reporting Person: PN
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a
Shareholders' Agreement. See item 4.
(2) Solely in its capacity as the sole general partner of
Glenbrook Partners, L.P.
<PAGE>
1. Name of Reporting Person:
Westpool Investment Trust PLC
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) x
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United Kingdom
Number of 7. Sole Voting Power: -0-
Shares Bene
ficially 8. Shared Voting Power: 76,943 (1)
Owned By
Each 9. Sole Dispositive Power: 76,943
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 76,943
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: x
13. Percent of Class Represented by Amount in Row (11): 1.1%
(see item 5)
14. Type of Reporting Person: CO
(1) Voting power is shared with WPG Corporate Development
Associates IV, L.P., pursuant to the terms of a
Shareholders' Agreement. See item 4.
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par
value $.10 (the "Shares") of Empire of Carolina, Inc., a
Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 441 South
Federal Highway, Deerfield Beach, Florida 33441.
Pursuant to Rule 13-2(a) of Regulation 13D-G of the
General Rules and Regulations under the Act, the
undersigned hereby amend their Statement on Schedule 13D,
dated September 29, 1994, as amended on December 23,
1994, March 13, 1995, July 7, 1995 and June 26, 1996 (the
"Schedule 13D"), relating to Shares of the Company. This
Statement constitutes Amendment No. 5 to the Schedule
13D. Unless otherwise indicated herein, all capitalized
terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Unless otherwise indicated herein, there are no material
changes to the information set forth in the Schedule 13D.
Item 4, Purpose of Transaction, is hereby amended by
adding the following paragraph following the fourth
paragraph of the section entitled "Underwriting
Agreement":
The transactions described in the Underwriting
Agreement as described above (other than the Over
Allotment Option) closed on June 28, 1996. Shares held
by CDA IV, CDA IV Overseas, Glenbrook and Westpool remain
subject to the Over Allotment Option which is scheduled
to expire 30 days following the date of the initial
public offering of the Shares.
Item 5, Interests in Securities of the Issuer, is hereby
amended by replacing the first paragraph thereof with the
following:
The following information provided in response to
this Statement is based on a total of 6,961,300 Shares
outstanding, as disclosed in the final prospectus
pursuant to the Company's Registration Statement, dated
June 24, 1996, on Form S-1 (Registration No. 333-4440)
(the "Registration Statement"). The following also
assumes the conversion of all Convertible Debentures and
the exercise of the WPG Warrants at a price of $7.50 per
share.
Item 7, Material to be filed as Exhibits is hereby
amended by adding thereto the following:
Exhibit Agreement pursuant to Rule 13d-1(f)(1)(ii)
A-5
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WPG CORPORATE DEVELOPMENT ASSOCIATES IV, L.P.
By: WPG PRIVATE EQUITY
PARTNERS, L.P.,
its sole general partner
By:/s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.,
Managing General Partner
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WPG PRIVATE EQUITY
PARTNERS, L.P.
By:/s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.,
Managing General Partner
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WPG CORPORATE DEVELOPMENT
ASSOCIATES IV (OVERSEAS), L.P.
By: WPG CDA IV (Overseas), Ltd. a
general partner
By:/s/ Brent R.W. Thomas
Brent R.W. Thomas, Director
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WPG CDA IV (OVERSEAS), LTD
By:/s/ Brent R.W. Thomas
Brent R.W. Thomas,
Director
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WPG PRIVATE EQUITY PARTNERS
(OVERSEAS), L.P.
By:/s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.,
Managing General Partner
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
/s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.,
as attorney-in-fact
for Steven N. Hutchinson
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
By: /s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
By: /s/ Peter B. Pfister
Peter B. Pfister
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
By: /s/ Craig S. Whiting
Craig S. Whiting
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
By: /s/ Nora Kerppola
Nora Kerppola
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
GLENBROOK PARTNERS, L.P.
By: Prim Ventures, Inc., its
General Partner
By:/s/ Peter Knapp
Peter Knapp,
Executive Vice President
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
PRIM VENTURES, INC.
By:/s/ Peter Knapp
Peter Knapp,
Executive Vice President
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
WESTPOOL INVESTMENT TRUST PLC
By:/s/ Robert Rayne
Robert Rayne, Director
EXHIBIT A-5
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: July 1, 1996
WPG CORPORATE DEVELOPMENT WPG PRIVATE EQUITY PARTNERS
ASSOCIATES IV, L.P. (OVERSEAS), L.P.
By: WPG PRIVATE EQUITY By: /s/ Wesley W. Lang, Jr.
PARTNERS, L.P. Wesley W. Lang, Jr.,
its sole general partner Managing General Partner
By: /s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr.,
Managing General Partner
WPG PRIVATE EQUITY PARTNERS, L.P.
By: /s/ Wesley W. Lang, Jr. /s/ Wesley W. Lang, Jr.
Wesley W. Lang, Jr. Wesley W. Lang, Jr.
Managing General Partner as attorney-in-fact
for Steven N. Hutchinson
WPG CORPORATE DEVELOPMENT /s/ Wesley W. Lang, Jr.
ASSOCIATES IV Wesley W. Lang, Jr.
(OVERSEAS), L.P.
By WPG CDA IV (Overseas), Ltd.,
general partner
WPG CDA IV (OVERSEAS), LTD.
By:
Brent R.W. Thomas, Director
By:
Brent R.W. Thomas,
Director
<PAGE>
EXHIBIT A-5
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: July 1, 1996
WPG CORPORATE DEVELOPMENT WPG PRIVATE EQUITY PARTNERS
ASSOCIATES IV, L.P. (OVERSEAS), L.P.
By: WPG PRIVATE EQUITY By:
PARTNERS, L.P. Wesley W. Lang, Jr.,
its sole general partner Managing General Partner
By:
Wesley W. Lang, Jr.,
Managing General Partner
WPG PRIVATE EQUITY PARTNERS, L.P.
By:
Wesley W. Lang, Jr. Wesley W. Lang, Jr.
Managing General Partner as attorney-in-fact
for Steven N. Hutchinson
WPG CORPORATE DEVELOPMENT
ASSOCIATES IV
(OVERSEAS), L.P.
By WPG CDA IV (Overseas), Ltd.,
general partner
By: /s/ Brent R.W. Thomas
Brent R.W. Thomas, Director
WPG CDA IV (OVERSEAS), LTD.
By: /s/ Brent R.W. Thomas
Brent R.W. Thomas,
Director
<PAGE>
EXHIBIT A-5
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: July 1, 1996
/s/ Peter B. Pfister
Peter B. Pfister
/s/ Craig S. Whiting
Craig S. Whiting
/s/ Nora Kerppola
Nora Kerppola
<PAGE>
EXHIBIT A-5
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: July 1, 1996
GLENBROOK PARTNERS, L.P.
By: Prim Ventures, Inc.,
its General Partner
By:/s/ Peter Knapp
Peter Knapp, Executive Vice President
PRIM VENTURES, INC.
By:/s/ Peter Knapp
Peter Knapp, Executive Vice President
<PAGE>
EXHIBIT A-5
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: July 1, 1996
WESTPOOL INVESTMENT TRUST PLC
By:/s/ Robert Rayne
Robert Rayne, a Director<PAGE>
