UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.1
Under the Securities Exchange Act of 1934
GULFMARK INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
402628101000
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212) 526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
May 1, 1997
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is 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). NOT APPLICABLE
<PAGE>
CUSIP No.
742925100000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.00%
14) Type of Reporting Person
HC/CO
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: May 1, 1997
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President and
Secretary
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.00 (the
"Common Stock"), of GulfMark International, Inc., a Delaware
corporation ("GulfMark"). The address of the principal executive
offices of GulfMark is 5 Post Oak Park, Suite 1170, Houston, Texas
77027.
Item 2. Identity and Background
This statement is filed on behalf of Lehman Brothers Holdings Inc., a
Delaware corporation ("Holdings"), 3 World Financial Center, 200
Vesey Street, New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive
officers and directors of the Reporting Person are set forth in
Appendix A hereto.
The Reporting Person, nor to the best knowledge of the
Reporting Person or any of the persons listed in Appendix A hereto
has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been party to a civil proceeding of a judicial or
administrative body of a 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 mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Pursuant to an Agreement and Plan of Merger dated December 5, 1996
among Energy Ventures, Inc., a Delaware corporation ("EVI"), GulfMark
Acquisition Co., a Delaware corporation ("Sub"), GulfMark and GulfMark
Offshore, Inc. a Delaware corporation ("GulfMark Offshore"), upon
the merger of Sub, a wholly owned subsidiary of EVI, with and into
GulfMark, each outstanding share of GulfMark Common Stock was
exchanged for .6693 shares of EVI Common Stock.
<PAGE>
Prior to the Merger, Holdings owned 1,015,113 shares of Common Stock of
GulfMark. As a result of the Merger on May 1, 1997, all of Holdings
GulfMark Common Stock was converted into the Common Stock of EVI.
Prior to the Merger, as a means of permitting EVI to acquire GulfMark,
without the marine transportation services business and all
liabilities associated with such assets, EVI, GulfMark and GulfMark
Offshore, a wholly-owned subsidiary of GulfMark, entered into an
Agreement and Plan of Distribution dated as of December 5, 1996.
Pursuant to the Agreement and Plan of Distribution, the assets
and certain other GulfMark subsidiaries stock were contributed by
GulfMark to GulfMark Offshore, in consideration for the issuance by
GulfMark Offshore to GulfMark of additional shares of Common Stock.
After the transfer of assets and certain other GulfMark
subsidiaries stock, GulfMark distributed to its stockholders
all of the outstanding stock of GulfMark Offshore on the basis of 2
shares of GulfMark Offshore for each share of GulfMark Common
Stock. As a result, Holdings acquired shares of the GulfMark Offshore.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) See Item 4.
(c) Prior to the Merger, Lehman Brothers Inc. ("LBI") and other
affiliates in the ordinary course of business as
broker-dealers, may have purchased and sold
shares of Common Stock on behalf of customers.
(d) Neither the Reporting Person nor, to its knowledge, or any
of the persons listed in Appendix A hereto knows of any
other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially
owned by the Reporting Person, other than customers of
Lehman Brothers over whose shares Lehman Brothers may have
investment discretion.
(e) This statement is being filed to report that as of May 1,
1997, the Reporting Person has ceased to be the beneficial
owner of more than 5% of the class of securities covered by
this report.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Two Managing Directors of LBI were members of the Board of
Directors of GulfMark: David J. Butters and Robert B.
Millard. David J. Butters also served as Chairman of the
Board of Directors of GulfMark.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Agreement and Plan of Merger, dated as of December 5, 1996, among
EVI, GulfMark, Sub and GulfMark Offshore (incorporated by reference
to Exhibit 2.2 to Form 8K, File No. 0-7265, filed December 26, 1996)
Agreement and Plan of Distribution, dated as of December 5, 1996,
among EVI, GulfMark and GulfMark Offshore (incorporated by
reference to Exhibit 2.3 to Form 8K, File No. 0-7265, filed December
26, 1996)
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, New York 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, New York 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, New York 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of New York, NY 10285
Lehman Brothers Holdings Inc.
Katsumi Funaki* Lehman Brothers Holdings Inc.
Senior General Manager of 3 World Financial Center
International Business of the New York, NY 10285
Finance and Investment Planning
Office of Nippon Life
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
<PAGE>
Masataka Shimasaki* Lehman Brothers Holdings Inc.
Director and General Manager for 3 World Financial Center
the Americas of Nippon Life New York, NY 10285
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Gulf Applied Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00
- --------------------------------------------------------------------------------
(Title of Class of Securities)
402160105
- --------------------------------------------------------------------------------
(CUSIP Number)
Karen Muller, Esq., Shearson Lehman Hutton Inc.
2 World Trade Center, 105th fl., NY, NY 10048 (212) 528-0953
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notes and
Communications)
September 7, 1989
- --------------------------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 402160105 Page 1 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shearson Lehman Hutton Group Inc.
13-3297843
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) X
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 1,015,113
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
1,015,113
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,113
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the 1,015,113 shares of common stock, par value $1.00
per share (the "Shares") of Gulf Applied Technologies, Inc. (the "Company")
acquired by Shearson Lehman Hutton Group Inc. ("Shearson") on September 7, 1989.
The address of the principal executive offices of the Company is 515 Post Oak
Boulevard, Houston, Texas 77027-9408.
Item 2. Identity and Background
This statement is filed by Shearson, a Delaware corporation which is a
wholly-owned subsidiary of Shearson Lehman Hutton Holdings Inc. ("SLHHI"), which
is a Delaware corporation and a majority-owned subsidiary of American Express
Company ("American Express"), a New York corporation. SLHHI, through its
subsidiaries, is one of the leading full-line investment firms serving the
United States and foreign securities and commodities markets. SLHHI is
principally engaged in acting as a holding company for its subsidiaries.
American Express and its subsidiaries other than Shearson and SLHHI and its
subsidiaries are principally engaged in businesses which provide a variety of
travel-related, investment, international banking and diversified financial
services. The address of the principal offices of Shearson, SLHHI and American
Express is American Express Tower, World Financial Center, 200 Vesey Street, New
York, NY 10285.
The name, residence or business address, citizenship, present principal
occupation or employment, and the name and address of any corporation or other
organization in which each such employment is conducted, of (i) each of the
executive offers and directors of Shearson, (ii) each person controlling
Shearson and (iii) the executive officers and directors of each corporation
ultimately in control of Shearson are set forth in Appendix A attached hereto
and incorporated by reference.
During the last five years, neither Shearson nor, to the best knowledge of
Shearson, any executive officer, director or controlling person of Shearson, has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) except as set forth in Appendix B attached hereto
and incorporated herein by reference, 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 mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares acquired by Shearson were acquired with Shearson's working capital.
Item 4. Purpose of Transaction.
Shearson acquired the 1,015,113 Shares owned by it with the intention of
obtaining control of the Company. In connection with such acquisition of such
Shares, three members of the Company's existing six-member board of directors
resigned and the vacancies have been filled with persons favorable to Shearson.
Shearson is currently evaluating its position regarding the Company. Shearson is
considering a number of courses of action with respect to the Company, which
include seeking to cause the Company to merge with or into another entity
(including but not limited to Energy Ventures, Inc.), to acquire businesses or
working interests in oil and gas properties, to liquidate, to sell or transfer
all or a material amount of its assets or to cause the Company to distribute as
a dividend the stock of Energy Ventures, Inc. which it currently holds. Shearson
may also acquire additional Shares, or it may seek to acquire additional
positions on the Company' Board of Directors. In any such case, the decision by
Shearson would depend on a continuing evaluation of the Company's business,
prospects, financial condition, the market for the Shares, other opportunities
available to Shearson general economic conditions, money and stock market
conditions and other factors and future developments which Shearson may deem
relevant from time to time. Depending on the same factors, Shearson may decide
to sell all or part of the Shares it holds. Any such acquisition or disposition
of Shares may be effected through open market or privately negotiated
transactions, or otherwise.
Except as set forth in this Item 4, Shearson does not have any other specific
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the transaction described in Item 3, Shearson acquired for its
own account the 1,015,113 Shares, which based on the representations of the
Company in its Quarterly Report on Form 10-Q for the six months ended June 30,
1989, represents 30.5% of the total issued and outstanding Shares.
(b) Shearson has the sole power to vote or direct the vote, and the sole power
to dispose or direct the disposition of, the 1,015,113 Shares it owns.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In connection with the acquisition of the 1,015,113 Shares by Shearson, three
members of the Company's existing six-member Board of Directors resigned and
were replaced by David J. Butters, Robert Druskin and Robert Millard. David J.
Butters is a managing director of Shearson Lehman Hutton Inc. ("SLH"), an
affiliate of Shearson. Robert Druskin is Senior Executive Vice President and
Chief Financial Officer of SLH and Robert Millard is Executive Vice President of
SLH.
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
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.
September 15, 1989 SHEARSON LEHMAN HUTTON GROUP INC.
By: /s/ David S. Hershberg
Name: David S. Hershberg
Title: Vice President
<PAGE>
APPENDIX A
1. Directors and Executive Officers of Shearson. The name, business address,
present principal occupation and five year employment history of each of the
directors and executive officers of Shearson are set forth below. If no business
address is given, the director's or executive officer's address is American
Express Tower, World Financial Center, New York, New York 10285. All directors
and executive officers listed below are citizens of the United States.
<TABLE>
<CAPTION>
<S> <C> <C>
Present Five Year
Name and Address Principal Occupation Employment History
Robert Druskin Chief Financial Officer and Vice Chief Financial Officer and Vice
Director of Shearson President of SLHHI and Chief President of SLHHI from 1986 to
Financial Officer and Senior present; Senior Executive Vice
Executive Vice President of SLH President of SLH from 1986 and
Chief Financial Officer of
SLH from 1984 to present;
Executive Vice President
of SLH from 1982 to 1986;
Treasurer of SLH from 1980
to 1984.
David S. Hershberg Executive Vice President of SLHHI Executive Vice President of SLHHI
Director and Vice President of and Vice Chairman of the Board of from 1984 to present; Vice Chairman
Shearson SLH of SLH from February 1987 to present;
Senior Executive Vice President of
SLH and General Counsel of SLHHI from
1984 to February 1987; Deputy General
Counsel of American Express from 1982
to 1984.
Jeffrey B. Lane President of SLHHI; President and President of SLHHI and SLH from
Director and President Chief Operating Officer of SLH February 1987 to present; Chief
of Shearson Operating Officer since 1984; Vice
Chairman SLH from 1983 to 1987;
Chief Financial Officer of SLH
from 1981 to 1984.
George C. Sheinberg Executive Vice President of SLHHI Executive Vice President of SLHHI
Executive Vice President and Vice Chairman of the Board of from August 1986 to present; Vice
of Shearson SLH Chairman of SLH from August 1984 to
present; Treasurer of American
Express Company from September 1981
to August 1984.
</TABLE>
2. Directors and Executive Officers of American Express Company. The name,
business address and present principal occupation or employment of each of the
directors and executive officers of American Express Company are set forth
below. If no business address is given, the director's or executive officer's
address is American Express Tower, World Financial Center, New York, New York
10285. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to American Express Company. Unless otherwise
indicated, all directors and executive officers listed below are citizens of the
United States.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Present Five Year
Name and Address Principal Occupation Employment History
* Anne L. Armstrong Chairman, President's Foreign Chairman, President's Foreign
Kleberg Bank Building Intelligence Advisory Board Intelligence Advisory Board from
Sixth and Kleberg Sts. 1981 to present.
Kingsville, TX 78363
Gary A. Beller Executive Vice President and Executive Vice President of
General Counsel of American Express American Express Company from 1983
Company to present.
William G. Bowen President, The Andrew W. Mellon President of The Andrew W. Mellon
140 East 62nd Street Foundation Foundation from 1987 to present;
New York, NY 10021 President, Princeton University
from 1972 to 1987.
Howard L. Clark, Jr. Executive Vice President and Chief Executive Vice President of
Financial Officer of American American Express Company from 1981
Express Company to present; Chief Financial Officer
of American Express Company from
1985 to present.
* Peter A. Cohen Chairman of the Board of Directors Chairman of the Board of SLHHI from
and Chief Executive Officer of 1985 to present; Chief Executive
SLHHI and SLH Officer of SLHHI and Chairman of
the Board of SLH from 1984 to present;
Chief Executive Officer of SLH from
1983 to present; President of SLH
from 1983 to 1987; Vice Chairman of
SLH from 1980 to 1983.
Edwin M. Cooperman President and Chief Executive President and Chief Executive
Officer, TRS North America, TRS Officer, TRS North America, TRS
from 1989 to present; President,
TRS Consumer Card Group-U.S.A.,
TRS from 1986 to 1989; Executive
Vice President, Travel Management
Services, TRS from 1984 to 1986.
* David M. Culver(1) Chairman and Chief Executive Chairman and Chief Executive
1118 Sherebrooke Officer of Alcan Aluminum Limited Officer of Alcan Aluminum Limited
Street West from 1987 to present; President and
Montreal, Quebec Chief Executive Officer of Alcan Aluminum
H3A 3G2, Canada Limited from 1979 to 1987.
</TABLE>
* Director of American Express Company.
(1) David M. Culver is a citizen of Canada.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Present Five Year
Principal Occupation Employment History
* Charles W. Duncan, Jr. Chairman of the Board, Duncan, Cook Chairman of the Board, Duncan, Cook
50th Floor & Co. & Co. from 1985 to present; Private
Republic Bank Ctr. Investor from 1982 to present.
700 Louisiana
Houston, TX 77002
Henry C. Duques President and Chief Executive President and Chief Executive
Officer of American Express Officer, American Express
Information Services Company Information Services Company from
1989 to present; President and
Chief Executive Officer, Data Based
Services Group, American Express
Travel Related Services Company,
Inc. from 1987 to 1989; Group
President-Financial Services,
Automatic Data Processing Inc. from
1984 to 1987.
Harry L. Freeman Executive Vice President of Executive Vice President of
American Express Company American Express Company from 1984
to present; Senior Vice President
of American Express Company from
1977 to 1984.
* Richard M. Furlaud Chairman and Chief Executive Chairman and Chief Executive
Route 206 & Officer of Squibb Corporation Officer of Squibb Corporation from
Provinceline Road 1974 to present.
(P.O. Box 4000)
Princeton, NJ 08540
</TABLE>
- ------------------
* Director of American Express Company.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Present Five Year
Name and Address Principal Occupation Employment History
* F. Ross Johnson(2) Chairman and Chief Executive Chairman and Chief Executive
200 Galeria Parkway, N.W. Officer of RJM Group Officer of RJM Group; President and
Suite 970 Chief Executive Officer of RJR
Atlanta, GA 30339 Nabisco, Inc. from 1987 to 1989;
President and Chief Operating
Officer of RJR Nabisco, Inc. from
1985 to January 1987; Vice Chairman
of the Board and Chief Executive
Officer of Nabisco Brands, Inc.
from 1984 to 1985; President and
Chief Operating Officer of Nabisco
Brands, Inc. and predecessor firms
from 1981 to 1984.
* Vernon E. Jordan, Jr. Partner, Akin, Gump, Strauss, Hauer Partner, Akin, Gump, Strauss, Hauer
133 New Hampshire & Feld & Feld from 1982 to present.
Avenue, N.W.
Suite 400
Washington, DC 20036
- --------------------------------------
* Fred M. Kirby, II Chairman and Chief Executive Chairman and Chief Executive
17 DeHart Street Officer, Alleghany Corporation Officer, Alleghany Corporation from
Morristown, NJ 07960 1967 to present.
- --------------------------------------
* Henry A. Kissinger Chairman, Kissinger Associates, Inc. Chairman, Kissinger Associates,
350 Park Avenue Inc. from 1982 to present; Lecturer
New York, NY 10022 and Author from 1977 to present.
- --------------------------------------
Harvey Golub President and Chief Executive President and Chief Executive
IDS Financial Corporation Officer of IDS Financial Officer, IDS Financial Corporation
IDS Tower Corporation from 1984 to present.
Minneapolis, MN 55402
</TABLE>
- ------------------
* Director of American Express Company.
(2) F. Ross Johnson is a citizen of Canada.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Present Five Year
Principal Occupation Employment History
* Drew Lewis Chairman and Chief Executive Chairman and Chief Executive
Martin Tower Officer, Union Pacific Corporation Officer, Union Pacific Corporation
Eighth & Eaton Avenues from 1987 to present; President and
Bethlehem, PA 18018 Chief Operating Officer, Union Pacific
Corporation from 1986 to October 1986;
Chairman and Chief Executive Officer,
Union Pacific Railroad from April 1986
to October 1986 1987; Chairman and Chief
Executive Officer, Warner-Amex Cable
Communications, Inc. from 1983 to 1986;
U.S. Secretary of Transportation from
1981 to 1983.
Jonathan S. Linen President and Chief Executive President and Chief Executive
Officer of Direct Marketing and Officer, Direct Marketing and
Travelers Cheques, TRS Travelers Cheques, TRS from 1989 to
present; President, Direct Marketing
Group, U.S.A., TRS from 1986 to 1989;
President, Travel Services, U.S.A.,
TRS from 1980 to 1986.
Aldo Papone Chairman of the Office of TRS Chairman of the Office of TRS
Presidents of American Express President from May 1989 to present;
Travel Related Services Company, President and Chief Executive
Inc. ("TRS") Officer; TRS from March 1989 to May
1989; President and Chief Operating
Officer, TRS from 1985 to 1989; Vice
Vice Chairman, TRS from 1983 to 1985.
</TABLE>
* Director of American Express Company.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Present Five Year
Principal Occupation Employment History
* Roger S. Penske President, Penske Corporation President of Penske Corporation,
17 Riverside Avenue 1969 to present.
Red Bank, NJ 07701-8640
- --------------------------------------
* James D. Robinson, III Chairman of the Board of Directors Chairman and Chief Executive
and Chief Executive Officer of Officer of American Express Company
American Express Company from 1977 to present.
* Robert V. Roosa Partner, Brown Brothers, Harriman & Partner, Brown Brothers, Harriman &
59 Wall Street Co. Co. from 1965 to present.
New York, NY 10005
- --------------------------------------
G. Richard Thoman President and Chief Executive President and Chief Executive
Officer of American Express Officer of American Express
International, TRS International TRS from 1989 to
present; President of International
Group, TRS from 1985 to present;
Executive Vice President of Finance
and Planning, TRS from 1983 to 1985.
- --------------------------------------
* Martha Redfield Wallace President, Redfield Associates President, Redfield Associates from
435 East 52nd St. 1983 to present, Director of the
New York, NY 10022 Henry Luce Foundation, Inc. from
1967 to 1983.
- --------------------------------------
* Rawleigh Warner Retired Chairman of the Board and Retired Chairman of the Board and
150 East 42nd St. Chief Executive Officer, Mobil Chief Executive Officer Mobil
New York, NY 10017 Corporation Corporation from 1986 to present;
Chairman of the Board and Chief
Executive Officer, Mobil Corporation
from 1969 to 1986.
</TABLE>
- ------------------
* Director of American Express Company.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Present Five Year
Name and Address Pricipal Occupation Employment History
* Joseph H. Williams Chairman and Chief Executive Chairman and Chief Executive
One Williams Center Officer, The Williams Companies Officer, The Williams Companies
Tulsa, OK 74172 from 1979 to present
- --------------------------------------
</TABLE>
- ------------------
* Director of American Express Company.
<PAGE>
APPENDIX B
In June 1986, American Express settled the administrative proceedings commenced
by the Securities and Exchange Commission (the "Commission") following a
two-year investigation which focused principally on certain reinsurance
transactions entered into by the Fireman's Fund Insurance Company ("Fireman's
Fund") (formerly a wholly-owned subsidiary of American Express), the reserve
levels maintained by Fireman's Fund, Fireman's Fund's results of operations and
their impact on the public reporting of financial results to American Express
during the period being considered. Pursuant to the settlement, American Express
filed on Form 8-K under the Exchange Act a copy of the Commission's order
simultaneously instituting and settling the proceeding, agreed to comply with
the reporting requirements of the Exchange Act and will include in all future
Exchange Act filings that refer to 1981 to 1982 financial data a footnote
describing the proceeding and its termination. Under the settlement, American
Express and Fireman's Fund did not modify or alter any of their historical
financial statements or prior filings. In its order, the Commission has
expressed its opinion that certain reinsurance transactions were not accounted
for in accordance with generally accepted accounting principles and therefore
improperly increased American Express' and Fireman's Fund's pre-tax income
during certain periods in 1981 and 1982. In the Commission's order, American
Express stated that it and Fireman's Fund believed that the reinsurance
transactions were accounted for properly and in accordance with industry
practice. Under the settlement, the Commission did not make any findings of fact
or any adjudication of fact or law. The Commission's opinion was based on
allegations of the Commission's staff and other information available to the
Commission. For purposes of settling the administrative proceeding, American
Express neither admitted nor denied the staff's allegations and the Commission's
conclusions.
