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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LifeCell Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
531927101
(CUSIP Number)
Andrew M. Hutcher
CS First Boston, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(212) 909-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 10, 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 this 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).
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 531927101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CS First Boston, Inc. IRS ID #13-2853402
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
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 160,412 shares
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,412 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.643%
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.
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (the "Amendment") relates to the
Common Stock, par value $0.001 per share (the "Shares"), of Lifecell
Corporation, a Delaware corporation (the "Issuer" or "LifeCell"). The
Issuer's principal executive offices are located at 3606 Research Forest
Drive, The Woodlands, Texas 77381.
Item 2. Identity and Background
This Amendment is being filed by CS First Boston, Inc., a Delaware
corporation ("CSFBI"), as an amendment to and restatement of the Schedule
13D filed by CSFBI on May 19, 1994, with respect to Shares held directly by
1985 MIP Liquidating Trust (the "Trust"), successor to 1985 Merchant
Investment Partnership, a New York limited partnership ("1985 MIP").
Merchant GP, Inc., a wholly-owned subsidiary of CSFBI ("Merchant GP") and
formerly the sole General Partner of 1985 MIP, is currently the sole
Trustee of the Trust.
CSFBI is a holding company whose subsidiaries are principally engaged in
the business of investment banking, broker-dealer and asset management
activities. The principal office and business address for CSFBI, Merchant
GP and the Trust is Park Avenue Plaza, 55 East 52nd Street, New York, New
York 10055. CSFBI, Merchant GP and the Trust are referred to herein
collectively as the "CS First Boston Entities".
All of the outstanding voting common stock of CSFBI and approximately 69%
of the outstanding non-voting common stock of CSFBI are owned by CS
Holding, a Swiss corporation having its registered offices at
Nueschelerstrasse 1, CH-8021 Zurich, Switzerland. The principal business
of CS Holding is acting as a holding company for a group of companies in
the financial services and energy business offering a comprehensive range
of products. Through its ownership of common stock of CSFBI, CS Holding,
for purposes of the federal securities laws, may be deemed to ultimately
control CSFBI. CS Holding, its executive officers and directors and its
direct and indirect subsidiaries, in addition to the CS First Boston
Entities, may beneficially own Shares of the Issuer and such Shares are not
reported in this Statement. CS Holding disclaims beneficial ownership of
Shares beneficially owned by its direct and indirect subsidiaries,
including the CS First Boston Entities. CSFBI hereby undertakes to amend
this Statement, if necessary, to include the information required by Items
3 through 6 of Schedule 13D with respect to any Shares that may be
beneficially owned by the executive officers or directors of CS Holding.
The name, citizenship, residence or business address, and present principal
occupation or employment, and the name, principal business and address of
any corporation or other organization in which such employment is
conducted, of each executive officer and director of CSFBI, Merchant GP and
CS Holding are set forth on Schedule I hereto, which Schedule is hereby
incorporated herein by reference in its entirety. The Trust has no
executive officers or directors.
None of the CS First Boston Entities and, to the knowledge of CSFBI,
neither CS Holding nor any of the executive officers and directors listed
on Schedule I hereto, has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been 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,
federal or state securities laws or finding any violation with respect to
such laws.
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Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction
On March 11, 1994, CSFBI acquired 128,705 Shares of LifeCell pursuant to an
arbitration award.
Pursuant to an Agreement of Trust, dated December 22, 1995 (the "Agreement
of Trust"), between 1985 MIP and Merchant GP, the Trust was established for
the sole purpose of liquidating the assets of 1985 MIP, including the
Shares held by it, and distributing the proceeds therefrom in accordance
with the terms of the Agreement of Trust. Pursuant to the Agreement of
Trust, 1985 MIP appointed Merchant GP as sole trustee of the Trust and
conveyed the Shares held by 1985 MIP to the Trust.
The CS First Boston Entities do not currently have any plans or proposals
which would relate to or result in any of the transactions set forth in
paragraphs (a) through (j) of Item 4 to Schedule 13D, although they may in
the future engage in some or all of the transactions therein described.
The CS First Boston Entities may engage in further purchases of Shares from
time to time and may sell Shares at any time and from time to time.
The foregoing summary of the Agreement of Trust is qualified in its
entirety by the Agreement of Trust, which is filed as an exhibit hereto and
incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer
As of July 12, 1996:
(a) CSFBI may be deemed to beneficially own 160,412 Shares, which
constitutes approximately 3.643% of the outstanding Shares.
CSFBI may be deemed to have sole dispositive power with
respect to 160,412 Shares; has shared dispositive power with
respect to none of the Shares and has sole or shared voting
power with respect to none of the Shares.
(b) Merchant GP beneficially owns 160,412 Shares, which
constitutes approximately 3.643% of the outstanding Shares.
Pursuant to an Asset Management Agreement, dated as of March
6, 1991, among Merchant GP, CSFBI, The Clipper Group, L.P.
("Clipper") and other parties thereto, including all
amendments thereto, Clipper has sole voting power with respect
to 160,412 of the Shares; and has shared voting power with
respect to none of the Shares. Merchant GP has sole
dispositive power with respect to 160,412 of the Shares; and
has shared dispositive power with respect to none of the
Shares. The terms of the Agreement were confirmed by a Letter
Agreement, dated December 20, 1995, between Merchant GP and
Clipper.
(c) On June 10, 1996, the CS First Boston Entities ceased to
beneficially own 5% of the outstanding Shares.
(d) Other than the transactions set forth in Schedule 2 hereto,
there has been no transactions in the Shares by the CS First
Boston Entities during the past 60 days. To the best
knowledge of CSFBI, none of the executive officers and
directors listed in
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Parts A through C of Schedule I hereto has effected any transactions in the
Shares in the past 60 days.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities
of the Issuer.
The Agreement of Trust is filed as an exhibit hereto and
incorporated into this Item 6 by reference. See Item 4.
Item 7. Material to be Filed As Exhibits
1. The Agreement of Trust.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete
and correct.
Dated: July 12, 1996
CS FIRST BOSTON, INC.
By /s/ Agnes F. Reicke
Name: Agnes F. Reicke
Title: Deputy General Counsel,
Director and Secretary
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SCHEDULE I
CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF CS FIRST BOSTON, INC;
MERCHANT GP, INC. AND CS HOLDING
Except where indicated, each of the persons named below is a citizen
of the United States of America. Unless otherwise indicated, for each
person whose principal employment is with CSFBI or Merchant GP, the
principal business and address of such person's employer is described under
Item 2 above. Unless otherwise indicated, for each person whose principal
employment is with CS First Boston Corporation ("CSFBC"), the principal
business of such person's employer consists of investment banking and
broker-dealer activities and the address of such person's employer is Park
Avenue Plaza, 55 East 52nd Street, New York, NY 10055. None of the persons
named in Parts A through C below is a record owner of any Shares.
Principal Occupation or
Employment; Business
Address;
and Principal Business of
Name Employer
- -------------------------------- --------------------------
A. CS First Boston, Inc.
---------------------
Directors
Rainer E. Gut Chairman of the Board
Chairman Credit Suisse
(Citizen of Switzerland) Paradeplatz 8
CH - 8021 Zurich,
Switzerland
(Swiss Bank)
John M. Hennessy CEO, Director and Chairman
of the
Executive Board of CSFBI
Aziz D. Syriani President
(Citizen of Canada) Olayan Investments Company
Establishment
The Olayan Group
206 Syngrou Avenue
Kallithea,
Athens, 17610
Greece
Robert G. Schwartz Director
Metropolitan Life Insurance
Company
200 Park Avenue, Suite 5700
New York, NY 10166
Josef Ackermann ____
(Citizen of Switzerland)
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<PAGE> 8
Dr. Hugo von der Crone Retired
(Citizen of Switzerland) c/o Credit Suisse
Filiale Werdmuehleplatz
Uranianstrasse 4
CH - 8001 Zurich,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
1211 Geneva, Switzerland
Peter Kuepfer President of the Executive
(Citizen of Switzerland) Board
Bank Leu, Ltd.
Bahnhofstrasse 32
CH - 8022 Zurich,
Switzerland
Frank G. Zarb Chairman, Chief Executive
Officer and President
Alexander & Alexander
Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Executive Board
- ---------------
John M. Hennessy CEO, Director and Chairman
(Chairman) of the Executive Board, of
CSFBI
Allen D. Wheat President, Chief Operating
Officer and
Chairman of the Operating
Committee, of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
David C. Mulford Vice Chairman, Investment
Banking, of CSFBI
Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
Charles G. Ward, III Managing Director-Investment
Banking, of CSFBC
Operating Committee
- -------------------
Allen D. Wheat President, Chief Operating
(Chairman) Officer and
Chairman of the Operating
Committee, of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Christopher A. Goekjian Managing Director of CSFBC
1 Cabot Square
London, England
E14, 4QJ
Charles G. Ward III Managing Director-Investment
Banking, of CSFBC
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<PAGE> 9
Christopher Carter Managing Director-Equities,
of CSFBC 1 Cabot Square
London, England
E14, 4QJ
Brian D. Finn Managing Director-Mergers
and Acquisitions, of CSFBC
Craig Foster Managing Director-Fixed
Income, of CSFBC
John S. Harrison Managing Director, of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
Ian Molsen Managing Director, of CSFBC
Mark R. Patterson Managing Director-Leveraged
Finance, of CSFBC
Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
Executive Officers
John M. Hennessy CEO, Director and Chairman
(CEO) of the Executive Board, of CSFBI
Allen D. Wheat President, Chief Operating
(President and Chief Officer and Chairman of
Operating Officer) the Operating Committee, of CSFBI
David C. Mulford Vice Chairman, Investment
(Vice Chairman, Banking, of CSFBI
Investment Banking)
Charles G. Ward, III Managing Director,
(Managing Director, Investment Banking, of CSFBC
Investment Banking)
Richard E. Thornburgh Chief Administrative and
(Chief Administrative and Financial Officer, of CSFBI
Financial Officer)
Anthony J. Cetta Managing Director-Senior
(Managing Director-Senior Advisor and Tax Director, of
Advisor and Director of Taxes) CSFBI
Thomas J. Carroll Managing Director and Chief
(Managing Director and Auditor, of CSFBI
Chief Auditor)
William P. Bowden, Jr. Managing Director and
(Managing Director and General
General Counsel) Counsel, of CSFBI
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Maynard J. Toll, Jr. Managing Director-Senior
(Managing Director- Advisor and Communications
Senior Advisor and Officer, of CSFBI
Communications Officer)
Carlos Onis Managing Director and
(Managing Director and Controller) Controller, of CSFBI
Lewis H. Wirshba Managing Director and
(Managing Director and Treasurer) Treasurer, of CSFBI
Agnes F. Reicke Deputy General Counsel,
(Deputy General Counsel, Director and Secretary, of
Director and Secretary) CSFBI
Lori M. Russo Vice President and Assistant
(Vice President and Secretary, of CSFBI
Assistant Secretary)
B. Merchant GP, Inc.
-----------------
Directors
- ---------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Allen D. Wheat President, Chief Operating
(Director) Officer and Chairman of the
Operating Committee, of
CSFBI
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
David A. DeNunzio Managing Director, of CSFBC
(Vice President)
John S. Harrison Managing Director, of CSFBC
(Vice President)
Mark R. Patterson Managing Director-Leveraged
(Vice President) Finance, of CSFBC
Charles G. Ward, III Managing Director,
(Vice President) Investment Banking, of CSFBC
Officers
- --------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
David A. DeNunzio Managing Director, of CSFBC
(Vice President)
John S. Harrison Managing Director, of CSFBC
(Vice President)
Mark R. Patterson Managing Director-Leveraged
(Vice President) Finance, of CSFBC
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Charles G. Ward, III Managing Director,
(Vice President) Investment Banking, of CSFBC
Agnes F. Reicke Deputy General Counsel,
(Vice President and Director and Secretary, of
Secretary) CSFBI
Lori M. Russo Vice President and Assistant
(Assistant Secretary) Secretary, of CSFBI
Linda H. Hanauer Director and Assistant
(Vice President and Treasurer) Treasurer, of CSFBC
Carlos Onis Managing Director and
(Vice President and Controller) Controller, of CSFBI
Nancy G. Farese Vice President, of CSFBC
(Vice President)
Barbara Wentworth Vice President, of CSFBC
(Vice President and Assistant Controller)
Thomas Zingalli Vice President, of CSFBC
(Vice President and Assistant Controller)
Kenneth J. Lohsen Director-Tax Department, of
(Vice President and Director of Taxes) CSFBC
C. CS Holding
----------
Directors
- ---------
Rainer E. Gut Chairman of the Board
Chairman Credit Suisse
(Citizen of Switzerland) Paradeplatz 8,
CH - 8021 Zurich,
Switzerland
(Swiss Bank)
Helmut O. Maucher Chairman of the Board and
(Citizen of Germany) CEO
Nestle Ltd.
1800 Vevey, Switzerland
Dr. Ulrich Albers Partner
(Citizen of Switzerland) Albers & Co.
CH - 8022 Zurich,
Switzerland
(Textile products)
Dr. Thomas W. Bechtler Vice Chairman and CEO
(Citizen of Switzerland) Hesta AG
P.O. Box 1910
CH-5700 Kusnacht
Switzerland
Ulrich Bremi Chairman
(Citizen of Switzerland) Swiss Reinsurance Company
Mythenqual 50/60
CH - 8022 Zurich,
Switzerland
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Jean-Daniel Cornaz Chairman of the Board and
(Citizen of Switzerland) CEO
Vetropack Holding Ltd.
CH - 8180 Bulach,
Switzerland
(Glass, packaging industry)
Giafranco Cotti Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpostsrasse 5
CH - 3015 Berne, Switzerland
Arthur Dunkel Boulevard du Theatre 6-4
(Citizen of Switzerland) CH - 1204 Geneva,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
CH - 1211 Geneva,
Switzerland
Dr. Adolf Gugler Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpoststrasse 5
CH - 3015 Berne,
Switzerland
Heini Lippuner President and Chief
(Citizen of Switzerland) Operating Officer
Ciba-Geigy Ltd.
CH - 4002 Basle, Switzerland
Otto Loepfe CEO
(Citizen of Switzerland) Swissair Group
8058 Zurich-Airport,
Switzerland
Erich Mueller Member of the Executive
(Citizen of Switzerland) Board
Sulzer Brothers Ltd.
8401 Winterthur, Switzerland
(Machinery)
Thomas Schmidheiny Chairman of the Board
(Citizen of Switzerland) Holderbank Financiere Glarus
Ltd.
Zurcherstrasse 170
CH - 8645 Jona, Switzerland
Ernst Schneider Chairman of the Board
(Citizen of Switzerland) Bank Leu, Ltd.
Baerenstrasse 8
CH - 6304 Zug, Switzerland
Vreni Spoerry National Councillor
(Citizen of Switzerland) Claridenstrasse 3
CH - 8810 Horgen,
Switzerland
Theodor M. Tschopp President
(Citizen of Switzerland) Alusuisse-Lonza Holding Ltd.
Feldeggstrasse 4
CH - 8034 Zurich,
Switzerland
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Executive Officers
- ------------------
Rainer E. Gut Chairman of the Board
(President and Chairman Credit Suisse
of the Board) Paradeplatz 8
(Citizen of Switzerland) CH - 8021 Zurich,
Switzerland
(Swiss Bank)
Oskar K. Ronner President and CEO
(Member of the Executive Electrowatt Ltd.
Board) Bellerivestrasse 36
(Citizen of Switzerland) CH - 8022 Zurich,
Switzerland
Allen D. Wheat President, Chief Operating
(Member of the Executive Board) Officer and Chairman of the
Operating Committee, of
CSFBI
Peter Kuepfer President of the Executive
(Member of the Executive Board) Board
(Citizen of Switzerland) Bank Leu, Ltd.
Bahnhofstrasse 32
CH - 8022 Zurich,
Switzerland
Phillip M. Colebatch Member of the Executive
Member of the Executive Board Board
(Citizen of Australia) CS Holding
Nueschelerstrasse 1
CH - 8021 Zurich,
Switzerland
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SCHEDULE 2
All of the following transactions were made by the Trust in the open market
for cash.
Trade Date Shares Price Transaction
---------- ------ ----- -----------
3/22/96 2,000 5 1/4 Sale
4/15/96 10,000 4 5/8 Sale
4/17/96 5,000 4 5/8 Sale
5/29/96 5,000 4 Sale
5/30/96 2,000 4 Sale
6/5/96 3,000 4 Sale
6/10/96 15,000 4 1/4 Sale
6/10/96 10,000 4 1/8 Sale
6/12/96 15,000 4 3/8 Sale
6/12/96 10,000 4 1/2 Sale
6/13/96 5,000 4 3/8 Sale
6/17/96 5,000 4 3/8 Sale
6/26/96 5,000 4 Sale
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Exhibit Index
Exhibit No.
Under Reg. Schedule 13D
S-K, Item 601 Exhibit No. Description
(99.1) 1 The Agreement of Trust
<PAGE> 1
Exhibit 1
1985 MIP LIQUIDATING TRUST
AGREEMENT OF TRUST
THIS Agreement of Trust creating the 1985 MIP LIQUIDATING
TRUST, and related SUBTRUST A and SUBTRUST B, dated as of December 22,
1995, is made and entered into by and between 1985 MERCHANT INVESTMENT
PARTNERSHIP (the "Partnership") and MERCHANT GP, INC. (the "Trustee").
WHEREAS, the Partnership by its terms terminates on
December 31, 1995;
WHEREAS, as of the date above, the Partnership holds the assets
listed on Schedule 1 (the "Subtrust A Assets") and Schedule 2 (the
"Subtrust B Assets") (collectively, the "Trust Assets"); and
WHEREAS, the Trustee is willing to hold (i) the Subtrust A
Assets in trust for the benefit of those persons who are partners of the
Partnership as of the date above and who have an interest in the Subtrust A
Assets as set forth in Schedule 3 (the "Subtrust A Beneficiaries"), and
(ii) the Subtrust B Assets in trust for the benefit of those persons who
are partners of the Partnership as of the date above and who have an
interest in the Subtrust B Assets as set forth in Schedule 4 (the
"Subtrust B Beneficiaries");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the Partnership and the Trustee
agree as follows:
1. Establishment of 1985 MIP LIQUIDATING TRUST and related
SUBTRUST A and SUBTRUST B. The Partnership hereby conveys, sets over,
assigns and delivers to the Trustee, without the reservation of any
interest of any nature, the Trust Assets, and the Trustee agrees to accept
and hold (i) the Subtrust A Assets in trust for the Subtrust A
Beneficiaries, and their successors and assigns, in accordance with each
individual beneficiary's respective interest in the Subtrust A Assets as of
the date above, as set forth in Schedule 3, and (ii) the Subtrust B Assets
in trust for the Subtrust B Beneficiaries, and their successors and
assigns, in accordance with each individual beneficiary's respective
interest in the Subtrust B Assets as of the date above, as set forth in
Schedule 4.
2. Purpose of 1985 MIP LIQUIDATING TRUST; Powers of Trustee.
The trust (the "1985 MIP LIQUIDATING TRUST") and related subtrusts
("SUBTRUST A" and "SUBTRUST B") created hereby are created solely for the
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<PAGE> 2
purpose of liquidating the Trust Assets and distributing the proceeds
therefrom in a timely manner in accordance with Treasury Regulation Section
301.7701-4(d), and shall have no objective to continue or engage in the
conduct of a trade or business. In furtherance of the foregoing, the
Trustee shall have such powers, which shall be exercisable without the
consent of the Subtrust A Beneficiaries and Subtrust B Beneficiaries
(collectively, the "Trust Beneficiaries"), to perform any and all acts
necessary or desirable to carry out the purposes of the 1985 MIP
LIQUIDATING TRUST, and related SUBTRUST A and SUBTRUST B, including but not
limited to, any and all acts necessary or desirable to conserve, maintain
and manage the Trust Assets pending their sale or liquidation, without any
responsibility or liability for any depreciation or loss by or on account
of the Trust Assets, and to distribute at least annually to the Trust
Beneficiaries, their successors and assigns, in accordance with their
respective interests set forth in Schedules 3 and 4, any proceeds from the
sale or other liquidation of the Trust Assets, any amounts of cash
distributed in respect of the Trust Assets and any other cash held as part
of the 1985 MIP LIQUIDATING TRUST estate (in its entirety, the "Trust
Estate") in excess of the 1985 MIP LIQUIDATING TRUST's expenses; and to
hold any cash to be distributed in connection with the Trust Estate as part
of the Trust Estate until distributed to the Trust Beneficiaries as herein
provided; provided, however, that the Trustee shall not have the power to
vary the nature of the assets of the Trust Estate beyond its current
composition, cash, demand and time deposits in banks or savings
institutions, repurchase agreements, including reverse repurchase
agreements, and temporary investments such as short-term certificates of
deposit or Treasury bills.
3. Dissolution; Disposition of Trust Assets. Prior to
termination of the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST A and
SUBTRUST B, the Trustee shall distribute any remaining Trust Assets to the
Trust Beneficiaries, their successors and ensigns, in accordance with their
respective interests, as set forth in Schedules 3 and 4, in the Subtrust A
Assets and Subtrust B Assets, respectively. SUBTRUST A will terminate and
dissolve upon the earlier to occur of (i) liquidation of the SubTrust A
Assets and distribution of the proceeds therefrom to the SubTrust A
Beneficiaries, their successors and assigns, and (ii) the third anniversary
hereof; provided, that, notwithstanding the foregoing, the 1985 MIP
LIQUIDATING TRUST, and related SUBTRUST A, shall terminate and dissolve,
and the SubTrust A Assets shall be promptly distributed, in the event of
any voluntary or involuntary judicial filing of bankruptcy by or with
respect to MERCHANT GP, INC. under the laws of the United States or any of
its political subdivisions. SUBTRUST B will terminate and dissolve upon
the earlier to occur of (i) liquidation of the SubTrust B Assets and
distribution of the proceeds therefrom to the SubTrust B Beneficiaries,
their successors and assigns, and (ii) the third anniversary hereof;
provided, that, notwithstanding the foregoing, the 1985 MIP LIQUIDATING
TRUST, and related SUBTRUST B, shall terminate and dissolve, and the
SubTrust B Assets shall be promptly distributed, in the event of any
voluntary or involuntary judicial
<PAGE>
<PAGE> 3
filing of bankruptcy by or with respect to MERCHANT GP, INC. under the laws
of the United States or any of its political subdivisions.
4. Payment of Expenses and Claims against the 1985 MIP
LIQUIDATING TRUST. The Trustee shall pay all expenses incurred in
connection with the formation and administration of the 1985 MIP
LIQUIDATING TRUST out of the assets of the 1985 MIP LIQUIDATING TRUST,
including, without limitation, expenses incurred for the maintenance and
protection of the Trust Assets, taxes, expenses incurred in communicating
with the Trust Beneficiaries, legal, accounting and other expenses incurred
by the Trustee in connection with the performance of its obligations
hereunder. Expenses shall be allocated between the Subtrust A Assets and
the Subtrust B Assets as determined by the Trustee in its sole and absolute
discretion.
5. Transfer of Beneficial Interests. The interests of the
Trust Beneficiaries in the 1985 MIP LIQUIDATING TRUST, which are reflected
only on the records of the 1985 MIP LIQUIDATING TRUST, are not negotiable
and shall be assignable only pursuant to applicable laws of descent and
distribution.
6. Obligations of Trustee. The Trustee shall have only such
affirmative obligations as are provided for in this Agreement of Trust or
as may be required by law.
7. Indemnification of Trustee. The Trustee shall be
indemnified by and receive reimbursement from the Trust Estate against and
from any and all loss, liability, expense, or damage which the Trustee may
occur or sustain, in the exercise and performance of any of the powers and
duties of the Trustee under this Agreement of Trust, except for any such
loss, liability, expense or damage that results from the gross negligence
or willful misconduct of the Trustee. In the event that the Trust Estate
has been wholly or partially distributed, each Trust Beneficiary shall
refund to the Trustee his proportionate share of all such loss, liability,
expense or damage as to which the Trustee is entitled to indemnity or
reimbursement; provided, however, that the liability of each Such Trust
Beneficiary shall not exceed the amount distributed to such Trust
Beneficiary from the Trust Estate.
8. Miscellaneous. This Agreement of Trust shall be governed
by and construed in accordance with the laws of the State of New York
(without regard for the conflicts of laws provisions thereof) and shall
bind and inure to the benefit of
<PAGE>
<PAGE> 4
the Trustee, the Trust Beneficiaries and the respective successors and
assigns of the foregoing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
of Trust as of the date set forth above.
MERCHANT GP, INC., As Trustee
By:
Name: Ken Lohsen
Title: Vice President
1985 MERCHANT INVESTMENT
PARTNERSHIP,
By MERCHANT GP, INC., Its
General Partner
By:
Name: Ken Lohsen
Title: Vice President
<PAGE>
<PAGE> 5
1985 MIP LIQUIDATING TRUST
AGREEMENT OF TRUST
SCHEDULE 1
SUBTRUST A ASSETS
(i) $12,992,815.25 plus all accrued interest thereon, 5.65% Subordinated
Payment-In-Kind Note due March 31, 1988, issued by AVONDALE MILLS,
INC.;
(ii) $377,242.78 plus all accrued interest thereon, 5.65% Subordinated
Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS,
INC.;
(iii) $381,900.85 plus all accrued interest thereon, 5.65% Subordinated
Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS,
INC.; and
(iv) $399,284.31 plus all accrued interest thereon, 5.65% Subordinated
Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS,
INC.
<PAGE>
<PAGE> 6
1985 MIP LIQUIDATING TRUST
AGREEMENT OF TRUST
SCHEDULE 2
SUBTRUST B ASSETS
(i) 128,705 shares of LifeCell Corporation Common Stock, valued at
$305,674.38 based on the five day average closing price for the
period ending December 21, 1995;
(ii) 123,707 shares of LifeCell Corporation Common Stock, valued at
$293,804.13 based on the five day average closing price for the
period ending December 21, 1995; and
(iii) $104,632.73 Reverse Repurchase Agreement with CS First Boston
Corporation.
<PAGE>
<PAGE> 7
1985 MIP LIQUIDATING TRUST
AGREEMENT OF TRUST
SCHEDULE 3
SUBTRUST A BENEFICIARIES
PERCENTAGE
INTEREST IN
SUBTRUST A
NAME & ADDRESS OF PARTNER ID NUMBER ASSETS
1. MERCHANT GP, INC. 13-3115136 76.7381%
C/O CS FIRST BOSTON
CORPORATION
5 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
2. EDWARD S. ATWATER ###-##-#### 0.1227%
ONE DOWNER AVENUE
PO BOX 749
MANTOLOKING, NJ 08738
3. R. GAMBLE BALDWIN ###-##-#### 0.0491%
1130 PARK AVENUE
NEW YORK, NEW YORK 10128
4. DAVID C. BATTEN ###-##-#### 0.2454%
784 PARK AVENUE
APT. 18C
NEW YORK, NEW YORK 10021
5. ROBERT M. BAYLIS ###-##-#### 0.2454%
116 DELAFIELD ISLAND ROAD
DARIEN, CT 06820
6. JAMES R. BAYNES ###-##-#### 0.0981%
PO BOX 51
DAUFUSKIE ISLAND, SC 29915
7. EUGENE F. BEDELL ###-##-#### 0.0491%
12715 MOREHEAD
CHAPEL HILL, NC 27514
