<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
AMERICAN BANKERS INSURANCE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
024456 10 5
---------------------------------------
(CUSIP Number)
RANDOLPH A. MOORE III, ESQ.
ALSTON & BIRD LLP
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 881-7794
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 5, 1999
---------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
Page 1 of 12 Pages
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<TABLE>
<CAPTION>
SCHEDULE 13D
- ----------------------------------------------- -------------------------------------------
CUSIP NO. 024456 10 5 PAGE 2 OF 12 PAGES
- ----------------------------------------------- -------------------------------------------
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORTIS, INC.
- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
- ---------------------------------------------------------------------------------------------------------------------
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
NEVADA
- ---------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,148,006
EACH
REPORTING -------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,148,006
- ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,006
- ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- ---------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 12 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of common stock, par value $1.00 per
share (the "Shares"), of American Bankers Insurance Group, Inc., a Florida
corporation (the "Issuer"). The Issuer's principal executive offices are
located at 11222 Quail Roost Drive, Miami, Florida 33157-6596.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f). The person filing this statement is Fortis, Inc. a Nevada
corporation ("Fortis"). Fortis is a holding company for corporations in the
United States engaged in the financial services industry, including insurance
and mutual funds. Fortis's executive offices are located at One Chase Manhattan
Plaza, New York, New York 10005.
Fortis is a wholly owned subsidiary of Fortis Insurance Holding N.V., a
Netherlands corporation ("FIH"), which is controlled by two shareholders, Fortis
(B), a Belgium corporation ("Fortis (B)"), and Fortis (NL) N.V., a Netherlands
corporation ("Fortis (NL)"), each of which indirectly owns 50% of the voting
stock of FIH. Fortis (B) and Fortis (NL) are together the two persons ultimately
in control of Fortis.
The name, business address, present principal occupation and citizenship
of each executive officer and each director of Fortis, Fortis (B) and Fortis
(NL) (collectively, the "Covered Persons") are set forth in Annex A hereto,
which is incorporated herein by reference.
(d) and (e). During the past five years, to the best of Fortis's
knowledge, none of its executive officers or directors, and none of the
executive officers or directors of Fortis (B) or Fortis (NL), 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
As described in the response to Item 4 (which response is incorporated
herein by reference), the Shares to which this statement relates have not been
purchased by Fortis. In connection with, and as a condition to, Fortis and the
Issuer entering into the Merger Agreement (as defined in the response to Item
4), certain shareholders of the Issuer holding approximately 7.5% of the
outstanding Shares have entered into the Voting Agreement (as defined in the
response to Item 4) pursuant to which such shareholders have agreed to vote
their Shares in favor of adoption of the Merger Agreement and approval of the
Merger (as defined in the response to Item 4), if requested by Fortis, to grant
to Fortis an irrevocable proxy with respect to such Shares and not to dispose of
such Shares, subject to certain exceptions.
ITEM 4. PURPOSE OF TRANSACTION
On March 5, 1999, the Issuer, Fortis and Greenland Acquisition Corp., a
wholly owned subsidiary of Fortis ("Merger Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") which provides, among other things,
that, subject to the satisfaction of the terms and conditions therein, Merger
Sub will merge (the "Merger") with and into the Issuer. The separate existence
of Merger Sub will cease upon consummation of the Merger, and the Issuer will be
the surviving corporation in the Merger. At the Effective Time (as defined in
the Merger Agreement), each Share will be converted into, and become
exchangeable for, the right to receive $55.00 in cash, and each share of the
$3.125 Series B Convertible Preferred Stock of the Issuer (the "Preferred
Shares") will be converted into, and become exchangeable for, the right to
receive $109.857 in cash.
In connection with the Merger, Fortis and the Issuer have entered into a
stock option agreement (the "Stock Option Agreement") under which the Issuer has
granted Fortis an option to purchase a number of newly issued Shares equal to
approximately 19.9% of the outstanding number of Shares if certain events occur.
In addition, certain shareholders of the Issuer holding approximately 7.5%
of the outstanding Shares have entered into a voting agreement with Fortis (the
"Voting Agreement") pursuant to which such shareholders have
Page 3 of 12 Pages
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agreed to vote their Shares in favor of adoption of the Merger Agreement and
approval of the Merger, if requested by Fortis to grant to Fortis an irrevocable
proxy with respect to such Shares, and not to dispose of such Shares, subject to
certain exceptions.
The Merger Agreement requires the approval of the holders of a majority of
the outstanding Shares. In addition, the holders of the outstanding Preferred
Shares are entitled to vote upon the Merger as a separate class, and a
two-thirds affirmative vote is required for approval. Pursuant to the Merger
Agreement, if such vote is not obtained, the Merger will be consummated, but
with the Preferred Shares remaining outstanding instead of being converted into
the right to receive cash payments.
The purpose of the transactions under the Stock Option Agreement and the
Voting Agreement is to enable Fortis to consummate the transactions contemplated
under the Merger Agreement. The Stock Option Agreement and Voting Agreement also
may make it more difficult and expensive for the Issuer to consummate a business
combination with a party other than Fortis.
Except as contemplated by the Merger Agreement, the Stock Option Agreement
and the Voting Agreement or as otherwise set forth in this Item 4, Fortis has no
present plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any change in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (viii) causing the
Shares or Preferred Shares to cease to be listed on the New York Stock Exchange;
(ix) the Shares or Preferred Shares becoming eligible for termination of
registration pursuant to Section 12 (g) (4) of the Exchange Act; or (x) any
action similar to any of those actions set forth in this Paragraph involving the
Shares or Preferred Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). 3,148,006 Shares, representing approximately 7.5% of the
outstanding Shares, are subject to the Voting Agreement and therefore may be
deemed to be beneficially owned both by the respective shareholders of the
Issuer party to the Voting Agreement and by Fortis. Inasmuch as the Voting
Agreement is limited to the vote of the Shares with respect to the Merger
Agreement and the Merger and certain related matters, the respective
shareholders of the Issuer party to the Voting Agreement and Fortis have shared
power to vote or to direct the vote with respect to the Shares subject to the
Voting Agreement. The Voting Agreement provides, subject to certain exceptions,
that the shareholders party thereto may not dispose of their respective Shares
without Fortis's consent. Such shareholders and Fortis therefore have shared
power to dispose or direct the disposition of the Shares subject to the Voting
Agreement
(c). Other than the Merger Agreement, the Stock Option Agreement and the
Voting Agreement described in the response to Item 4 (which response is
incorporated herein by reference) and the transactions contemplated thereby,
there have been no transactions in Shares by Fortis, or, to the best knowledge
of Fortis, by any of the Covered Persons, during the past 60 days.
(d). To the best knowledge of Fortis, the right to receive and the power
to direct the receipt of dividends from, and the proceeds from the sale of, the
Shares subject to the Voting Agreement are held by the respective shareholders
party to the Voting Agreement.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the Merger Agreement, Stock Option Agreement and Voting
Agreement described in the response to Item 4 (which response is incorporated
herein by reference) and the transactions contemplated thereby, there are no
Page 4 of 12 Pages
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contracts, arrangements, understandings or relationships between Fortis and any
other person, or, to the best knowledge of Fortis, among any of Fortis (B),
Fortis (NL) or any of the Covered Persons and any other person, with respect to
the Shares.
Other than the Merger Agreement and the Option Agreement, copies of which
are incorporated by reference herein, to the best of Fortis's knowledge there
are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above and between such
persons and any person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Agreement and Plan of Merger, dated as of March 5,
1999, among the Issuer, Fortis and Merger Sub
(incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K, filed March 9,
1999).
Exhibit 2 Stock Option Agreement, dated as of March 5, 1999,
between the Issuer and Fortis (incorporated by
reference to Exhibit 10.1 to the Issuer's Current
Report on Form 8-K, filed March 9, 1999).
Exhibit 3 Voting Agreement, dated as of March 5, 1999, between
Fortis and the shareholders of the Issuer named
therein (incorporated by reference to Exhibit 10.2 to
the Issuer's Current Report on Form 8-K, filed March
9, 1999).
SIGNATURE
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: March 15, 1999
FORTIS, INC.
/s/ Katherine Katsidhe
---------------------------------
Name: Katherine Katsidhe
Title: Vice President
Page 5 of 12 Pages
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ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS, INC.
The names of the directors and the names and titles of the executive officers of
Fortis, Inc. and their business addresses and principal occupations are set
forth below. Unless otherwise indicated, each individual is a United States
citizen.
<TABLE>
<CAPTION>
Present Position with Country of
Name, Business Address Fortis, Inc. Present Principal Occupation Citizenship
- ---------------------- ------------ ---------------------------- -----------
<S> <C> <C> <C>
Allen R. Freedman Chairman, Chief Executive Chairman, Chief Executive USA
One Chase Manhattan Plaza Officer and Director Officer and Director of
New York, New York 10005 Fortis, Inc.
J. Kerry Clayton Executive Vice President Executive Vice President of USA
One Chase Manhattan Plaza and Director Fortis, Inc.
New York, New York 10005
J. Grover Thomas, Jr. Executive Vice President Executive Vice President of USA
One Chase Manhattan Plaza Fortis, Inc.
New York, New York 10005
Edward J. O'Hare Executive Vice President Executive Vice President of USA
One Chase Manhattan Plaza Fortis, Inc.
New York, New York 10005
Robert B. Pollock Executive Vice President Executive Vice President of USA
One Chase Manhattan Plaza Fortis, Inc.
New York, New York 10005
Hendrik Jochem Hielkema Director Chairman, of Fortis The Netherlands
Fortis (NL) NV Nederland N.V.
Archimedeslaan 6
3584 BA Utrecht
The Netherlands
Robert J. Blendon Director Professor, Harvard University. USA
677 Huntington Ave.
Boston, MA 02115
Beth L. Bronner Director Vice President, Citibank. USA
500 West Madison
Chicago, IL
</TABLE>
Page 6 of 12 Pages
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<TABLE>
<S> <C> <C> <C>
John M. Palms Director President, University of South USA
University of South Carolina Carolina.
President's House
Columbia, SC
Georges Valckenaere Director Chief Executive Officer, Belgium
Fortis (B) Fortis International.
Boulevard Emile Jacqmain 53
1000 Brussels
Belgium
Arie A. Fakkert Director General Manager, Fortis The Netherlands
Fortis (NL) N.V. International.
Archimedslaan 6
3584 BA Utrecht
The Netherlands
H. Carroll Mackin Director Retired. USA
One Chase Manhattan Plaza
New York, New York 10005
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS (B)
The names of the directors and the names and titles of the executive officers of
Fortis (B) and their business addresses, principal occupations and citizenship
are set forth below.
<TABLE>
<CAPTION>
Present Position With Present Principal Country
Name, Business Address Fortis (B) Occupation of Citizenship
---------------------- ---------- ---------- --------------
<S> <C> <C> <C>
Count Maurice Lippens Chairman and Managing Chairman and Managing Belgium
Fortis (B) Director, Member of Executive Director of Fortis (B).
Boulevard Emile Jacqmain 53 Board
1000 Brussels
Belgium
Viscount Etienne Davignon Vice Chairman and Director Chairman of Societe Generale Belgium
Societe Generale de Belgique de Belgique.
Rue Royale 30
1000 Brussels
Belgium
Valere Croes Director Managing Director of AG 1824. Belgium
Koninginnenlaan 32
8300 Knokke-Heist
Belgium
Frank Arts Director Investment Manager of Belgium
Janssen Pharmaceutica Janssen Pharmaceutica.
Turnhoutseweg 30
2340 Beerse
Belgium
</TABLE>
Page 7 of 12 Pages
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<TABLE>
<S> <C> <C> <C>
Philippe Bodson Director CEO of Tractebel. Belgium
Tractebel
Place du Trone 1
1000 Brussels
Belgium
Count Michel de Broqueville Director Senior Officer of COBAC Belgium
COBAC (Compagnie Belge
Rue Montoyer 15 d'Assurance-Credit).
1040 Brussels
Belgium
Viscount Jean de Jonghe d'Ardoye Director Investor. Belgium
Den Booien 43
1500 Halle
Belgium
Philippe Speeckaert Director Certified Public Accountant. Belgium
Welriekendedreef 20
3090 Overijse
Belgium
Piet Van Waeyenberge Director Chairman of Asphales, S.A. Belgium
Asphales
Eikelenbergstraat 20
1710 Dilbeek
Belgium
Yasuyuki Wakahara Director Chairman and CEO of Asahi Japan
Asahi Mutual Life Insurance Company Mutual Life Insurance
7-3, Nishi-Shinjuku 1-Chome Company.
Skinjuku-ku
Tokyo, 163-91, Japan
Hendrik Jochem Hielkema Director, Member of Chairman of Fortis Nederland The
Fortis (NL) NV Executive Board N.V. Netherlands
Archimedeslaan 6
3584 BA Utrecht
The Netherlands
Ernesto Jutzi Director Director of Compagnie Switzerland
Speerstrasse 23 Suisse de Reassurances.
CH-8832 Wilen Wollerau
Switzerland
Hans J.L.M. Bartelds Director, Member of Executive Chairman, Executive Board of The Netherlands
Fortis (NL) N.V. Board Fortis (NL) N.V.
Archimedslaan 6
3584 BA Utrecht
The Netherlands
</TABLE>
Page 8 of 12 Pages
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<TABLE>
<S> <C> <C> <C>
Herman Verwilst Director, Member of Executive Managing Director of Fortis The Netherlands
Fortis (NL) NV Board (B); Managing Director of AG
Archimedeslaan 6 1824; CEO of Fortis Belgium.
3584 BA Utrecht
The Netherlands
B.J.H.S. Feilzer Director, Member of Executive Executive Board of The Netherlands
Fortis (NL) NV Board MeesPierson.
Archimedeslaan 6
3584 BA Utrecht
The Netherlands
Gilbert Mittler Director, Member of Executive Vice Chairman of ASLK-CGER Belgium
C.G.E.R. Board Bank.
Rue Fosse-aux-Loups, 48
1000 Brussels
Belgium
Christine Morin-Postel Director CEO of Societe Generale de Belgium
Societe Generale de Belgique Belgique.
Rue Royale 30
1000 Brussels
Belgium
Annemieke J.M. Roobeek Director Professor of Strategy & The Netherlands
Europaplein 115 Transformation Management,
1079 AX Amsterdam Nijenrode University (The
The Netherlands Netherlands School of
Business).
Jacob Rienk Glasz Director Chairman of Partnership The Netherlands
Trenite van Doorne, Trenite van Doorne.
advocaten en notarissen
De Lairessestraat 133
1075 HJ Amsterdam
The Netherlands
Baron Daniel Janssen Director Chairman of Solvay, S.A. Belgium
Solvay, S.A.
Rue du Prince Albert, 33
1050 Brussels
Belgium
Johannes Jacobus Slechte Director President of Shell Nederland The Netherlands
Shell Nederland B.V. B.V.
Postbus 1222
3000 BE Rotterdam
The Netherlands
Nicholas Jan Westdijk Director Lawyer. The Netherlands
Koninklijke Pakhoed N.V.
Postbus 863
3000 AW Rotterdam
The Netherlands
</TABLE>
Page 9 of 12 Pages
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<TABLE>
<S> <C> <C> <C>
Gerrit Wilmink Director Member of the Supervisory The Netherlands
Prins Bernhardlaan 8a Board of Bouwcentrum B.V. and
1942 AA Beverwijk Kassfabriek Eyssen
The Netherlands v.o.f.
Richard Goblet d'Alviella Director CEO of Sofina, S.A. Belgium
Sofina, S.A.
Rue de Naples, 38
1050 Brussels
Belgium
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS (NL) N.V.
The names of the directors and the names and titles of the executive officers of
Fortis (NL) and their business addresses, principal occupations and citizenship
are set forth below.
<TABLE>
<CAPTION>
Present Position With Present Principal Country
Name, Business Address Fortis AMEV Occupation of Citizenship
---------------------- ----------- ---------- --------------
<S> <C> <C> <C>
Count Maurice Lippens Chairman and Managing Chairman and Managing Belgium
Fortis (B) Director, Member of Executive Director of Fortis (B).
Boulevard Emile Jacqmain 53 Board
1000 Brussels
Belgium
Viscount Etienne Davignon Vice Chairman and Director Chairman of Societe Generale Belgium
Societe Generale de Belgique de Belgique.
Rue Royale 30
1000 Brussels
Belgium
Valere Croes Director Managing Director of AG 1824. Belgium
Koninginnenlaan 32
8300 Knokke-Heist
Belgium
Philippe Speeckaert Director Certified Public Accountant. Belgium
Welriekendedreef 20
3090 Overijse
Belgium
Piet Van Waeyenberge Director Chairman of Asphales, S.A. Belgium
Asphales
Eikelenbergstraat 20
1710 Dilbeek
Belgium
</TABLE>
Page 10 of 12 Pages
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Hendrik Jochem Hielkema Director, Member of Chairman of Fortis Nederland The
Fortis (NL) NV Executive Board N.V. Netherlands
Archimedeslaan 6
3584 BA Utrecht
The Netherlands
Hans J.L.M. Bartelds Director, Member of Executive Chairman, Executive The Netherlands
Fortis (NL) N.V. Board Committee of Fortis (NL) N.V.
Archimedslaan 6
3584 BA Utrecht
The Netherlands
Herman Verwilst Director, Member of Executive Managing Director of Fortis The Netherlands
Fortis (NL) NV Board (B); Managing Director of AG
Archimedeslaan 6 1824; CEO of Fortis Belgium.
3584 BA Utrecht
The Netherlands
B.J.H.S. Feilzer Director, Member of Executive Executive Board of The Netherlands
Fortis (NL) NV Board MeesPierson.
Archimedeslaan 6
3584 BA Utrecht
The Netherlands
Gilbert Mittler Director, Member of Executive Vice Chairman of ASLK-CGER Belgium
C.G.E.R. Board Bank.
Rue Fosse-aux-Loups, 48
1000 Brussels
Belgium
Christine Morin-Postel Director CEO of Societe Generale de Belgium
Societe Generale de Belgique Belgique.
Rue Royale 30
1000 Brussels
Belgium
Annemieke J.M. Roobeek Director Professor of Strategy & The Netherlands
Europaplein 115 Transformation Management,
1079 AX Amsterdam Nijenrode University
The Netherlands (The Netherlands School of
Business).
Jacob Rienk Glasz Director Chairman of Partnership The Netherlands
Trenite van Doorne, Trenite van Doorne.
advocaten en notarissen
De Lairessestraat 133
1075 HJ Amsterdam
The Netherlands
Baron Daniel Janssen Director Chairman of Solvay, S.A. Belgium
Solvay, S.A.
Rue du Prince Albert, 33
1050 Brussels
Belgium
</TABLE>
Page 11 of 12 Pages
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
Johannes Jacobus Slechte Director President of Shell Nederland The Netherlands
Shell Nederland B.V. B.V.
Postbus 1222
3000 BE Rotterdam
The Netherlands
Nicholas Jan Westdijk Director Lawyer. The Netherlands
Koninklijke Pakhoed N.V.
Postbus 863
3000 AW Rotterdam
The Netherlands
Gerrit Wilmink Director Member of the Supervisory The Netherlands
Prins Bernhardlaan 8a Board of Bouwcentrum B.V. and
1942 AA Beverwijk Kassfabriek Eyssem v.o.f.
The Netherlands
</TABLE>
Page 12 of 12 Pages
