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Item 2. Identity and Background.
Subsections (a)(xi) through (a)(xxxiii) of Item 2 are hereby amended and
restated as follows:
(xi) Castle Harlan, Inc. ("CHI"), a Delaware corporation, in
connection with Shares owned directly by CHP III, CH Offshore, CH Affiliates and
the Co-Investors;
(xii) Castle Harlan Partners III, G.P., Inc. ("CHPGP"), a Delaware
corporation, in connection with the Shares owned directly by CHP III, CH
Offshore, CH Affiliates and the Co-Investors;
(xiii) William M. Pruellage, in connection with Shares owned by
him;
(xiv) Sylvia Rosen, in connection with Shares owned directly by
her;
(xv) Howard Weiss, in connection with Shares owned directly by him;
(xvi) the Marc A. Weiss 1994 Trust (the "Marc Trust"), in
connection with Shares owned directly by it;
(xvii) the Michael D. Weiss 1994 Trust (the "Michael Trust"), in
connection with shares owned directly by it;
(xviii) Marcel Fournier, in connection with Shares owned through
Tucker Anthony Inc., Custodian FBO/Marcel Fournier, IRA-R ID# 04-256629;
(xix) Leonard M. Harlan, in connection with Shares owned directly
by him;
(xx) Samuel Urcis, in connection with Shares owned directly by him;
CUSIP No. 913431-10-2 13D Page 7 of 121 Pages
(xxi) David H. Chow, in connection with Shares owned directly by
him;
(xxii) Jeffrey M. Siegal, in connection with Shares owned directly
by him;
(xxiii) William J. Lovejoy, in connection with Shares owned
directly by him;
(xxiv) John Peter Laborde, in connection with Shares owned directly
by him;
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(xxv) Cliffe Floyd Laborde, in connection with Shares owned
directly by him;
(xxvi) Gary Lee Laborde, in connection with Shares owned directly
by him;
(xxvii) John Peter Laborde, Jr., in connection with Shares owned
directly by him;
(xxviii) John Tracy Laborde, in connection with Shares owned
directly by him;
(xxix) Mary Adrienne Laborde Parsons, in connection with Shares
owned directly by her;
(xxx) Castle Harlan Offshore Partners, L.P. ("CH Offshore"), a
Delaware limited partnership, in connection with Shares owned directly by it;
(xxxi) Castle Harlan Affiliates III, L.P. ("CH Affiliates"), a
Delaware limited partnership, in connection with Shares owned directly by it;
(xxxii) Branford Castle Holdings, Inc. ("Branford"), a Delaware
corporation, in connection with Shares owned directly by it;
(xxxiii) Frogmore Forum Family Fund, LLC ("Frogmore"), in
connection with Shares owned directly by it; and
(xxxiv) John K. Castle, in connection with Shares owned (A)
directly by him, (B) by CHI, CHP III, CH Offshore, CH Affiliates, Branford,
Frogmore, the Marc Trust, the Michael Trust, Messrs. Urcis, Pruellage, Weiss,
Fournier, Chow, Siegal and Lovejoy and Ms. Rosen (collectively, the "CH Group"),
(C) by the Co-Investors and (D) by John P. Laborde, Cliffe F. Laborde, Gary L.
Laborde, John T. Laborde, John P. Laborde, Jr. and Mary Adrienne Laborde Parsons
(collectively, the "Labordes").
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Item 5. Interest in Securities of the Issuer.
The first paragraph of Section (a) of Item 5 is hereby amended, in its
entirety, as follows:
(a) The approximate aggregate percentage of Shares reported beneficially
owned by each person herein is based upon the 13,260,021 Shares issued and
outstanding as of August 4, 2000 as reflected in the Issuer's 10-Q filed August
14, 2000.
Subsections (a)(v), (a)(xxiv), (a)(xxv), (a)(xxx) and (a)(xxxiii) of
Item 5 are hereby amended and restated, in their entirety, as follows:
(v) DBCP SBIC owns directly 525,269 Shares constituting approximately
4.0% of the shares outstanding. Each of Taunus, DBCP Inc., DBCP L.P. and DBCP
L.L.C. may be deemed to be the beneficial owner of the Shares owned by DBCP
SBIC. In addition other subsidiaries of Taunus own 155,314 Shares, which are not
subject to the Voting Agreement.
(xxiv) Mr. Harlan owns directly 55,175 Shares, constituting less than
one percent of the shares outstanding.
(xxv) CHI owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Exchange Act, CHI may be deemed to beneficially own 5,208,468
Shares, constituting approximately 39.3% of the shares outstanding, of which
2,936,718 Shares are owned by CHP III, 48,142 Shares are owned by CH Offshore,
49,079 Shares are owned by CH Affiliates and 2,174,529 Shares CHP III may direct
the voting of pursuant to the Voting Agreement, dated as of February 20, 1998
(the "Voting Agreement"), as amended, among the Issuer, CHP III and the
Co-Investors. CHI disclaims beneficial ownership of those Shares other than
those owned directly by it.
(xxx) CHP III owns directly 2,936,718 Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to
beneficially own 5,111,247 Shares, constituting approximately 38.6% of the
shares outstanding, of which 535,269 Shares are owned directly by Bell Atlantic,
535,269 Shares are owned directly by First Union, 535,269 Shares are owned
directly by DB, 535,269 Shares are owned directly by DuPont and 33,453 shares
are owned directly by Brown. CHP III disclaims beneficial ownership of those
Shares other than those owned directly by it.
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(xxxiii) Mr. Castle owns directly 90,909 Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to
beneficially own 5,494,874 Shares, constituting approximately 41.4% of the
shares outstanding, of which (A) 2,936,718 Shares are owned directly by CHP III,
(B) 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting
Agreement, (C) 225,820 Shares that Mr. Castle serves as voting trustee pursuant
to the Voting Trust Agreement, dated as of February 20, 1998 (the "First Voting
Trust Agreement"), among the Issuer, the CH Group (other than CHP III and CHI)
and John K. Castle, as voting trustee, and (D) 66,898 Shares that Mr. Castle
serves as voting trustee pursuant to the Voting Trust Agreement, dated as of
December 1, 1998 (the "Second Voting Trust Agreement"), among the Issuer, the
Labordes and John K. Castle, as voting trustee. Mr. Castle disclaims beneficial
ownership of all such Shares, except as to Shares representing his pro rata
interest in, and interest in the profits of, CHP III, CH Offshore, CH
Affiliates, Frogmore and Branford.
The fifth paragraph of Section (b) of Item 5 is hereby deleted in its
entirety.
The seventh paragraph of Section (b) of Item 5 is hereby amended and
restated in its entirety as follows:
Each of Messrs. Fournier, Pruellage, Urcis, Chow, Siegal and Lovejoy,
Ms. Rosen, the Marc Trust and the Michael Trust has the power to dispose of the
Shares directly owned by it, him or her, but have entered into the First Voting
Trust Agreement which permits Mr. Castle to vote their Shares.
Section (c) of Item 5 is hereby amended and restated as follows:
(c) The trading, dates, number of Shares purchased or sold and price per
share for all transactions in the Common Stock from the 60th day prior to
October 29, 2000 until the date of this filing by the Reporting Persons are as
follows: None.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
to Securities of the Issuer.
Section (a) of Item 6 is amended by adding the following sentence to its
end:
As of August 9, 2000, Shares directly held by Mr. Harlan were exempt
from the First voting Trust Agreement.
Item 6 is further amended by adding the following Section (d):
(d) CHPIII, CH Offshore, CH Affiliates and John K. Castle are the
Reporting Persons party to the Stockholders' Agreement.
The last paragraph of Item is hereby amended and restated, in its
entirety, as follows:
Each of the First Voting Trust Agreement, the Second Voting Trust
Agreement, the Voting Agreement, the Stockholders' Agreement and the Merger
Agreement filed as an exhibit to this Statement, is incorporated herein by
reference.
