SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Stock, as of April 26, 1996 by each director, by each
named executive officer of the Company described in "Executive Compensation",
by persons who beneficially own 5% or more of the outstanding shares of
Common Stock, and by all directors and officers of the Company as a group.
The beneficial ownership information described and set forth below is based
on information furnished by the specified persons and is determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. It does not constitute an admission of beneficial ownership for any
other purpose.
<TABLE>
<CAPTION>
Number and Nature of
Shares Percent of
Name Beneficial Ownership Class
- ----------------------------------------- ----------------------- ---------------
<S> <C> <C>
Francis E. Baker 155,039(1) 7.9
8356 Sego Lane
Vero Beach, Florida
Estate of Oliver R. Grace, Sr. 101,596(2) 5.3
49 Cove Neck Road
Oyster Bay, New York
Lorraine G. Grace 131,317(3) 6.7
49 Cove Neck Road
Oyster Bay, New York
Oliver R. Grace, Jr. 126,790(4) 6.2
32 Wellington Road
Locust Valley, New York
John S. Grace 122,525(5) 6.0
55 Brookville Road
Glen Head, New York
Peter N. Bennett 165,065(6) 7.9
6 Battersea High St.
London SW11 3RA, England
The Ney Profit Sharing Savings Plan Trust 183,333(7) 9.5
c/o Fleet Bank, N.A., Trustees
One Constitution Plaza
Hartford, Connecticut
Bank of Butterfield 296,575(8) 15.1
Rose Bank Center
14 Bermudiana Road
Hamilton, Bermuda
First United Securities Limited 150,340(9) 7.7
Exchange House
P.O. Box 16
54-58 Athol Street
Douglas, Isle of Man
Louis A. Lubrano 6,855(10) (11)
James J. Pinto 13,000(12) (11)
Ronald N. Cerny 5,000(13) (11)
Steven T. Newby 105,917(14) 5.5
6116 Executive Boulevard
Suite 701
Rockville, MD 20852
All directors and officers as a group (10
Persons including certain of the above-
named individuals) 498,326 22.0
</TABLE>
- -----------
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<PAGE>
(1) Francis E. Baker owns 120,001 shares of Common Stock directly. The
figure set forth in the above table includes 10,400 shares of Common
Stock with respect to which Mr. Baker has shared voting power as
co-trustee under the Oliver Grace Grandchildren Trust U/R dated December
27, 1976 and 4,638 shares which such Trust owns by virtue of its ability
to convert $75,000 principal amount of convertible subordinated
debentures to Common Stock within a 60-day period. Mr. Baker disclaims
beneficial ownership of such shares held in trust. Also included in the
figure set forth in the above table are 20,000 shares of Common Stock
which may be issued to Mr. Baker within 60 days hereof upon the exercise
of his existing exercisable stock options. In addition to the shares
reported above, Mr. Baker is the settlor of four irrevocable trusts
dated March 31, 1970 and created for the benefit of certain of his
children. Fleet Bank (as successor to Shawmut Bank, N.A.) acts as
trustee under each of these trusts, which hold an aggregate of 68,306
shares of Common Stock. Mr. Baker does not exercise any control over
these four trusts and disclaims beneficial ownership.
(2) The Estate of Oliver R. Grace, Sr. has direct beneficial ownership of an
aggregate of 101,596 shares of Common Stock.
(3) Lorraine G. Grace has beneficial ownership of 131,317 shares of Common
Stock. Of this amount, 13,638 shares are held by Mrs. Grace directly;
2,475 shares are held by Mrs. Grace, as trustee of a trust for the
benefit of her children; 13,608 shares are held by virtue of the ability
of Mrs. Grace to convert $220,000 principal amount of convertible
subordinated debentures to Common Stock within a 60-day period; and
101,596 shares are held by virtue of Mrs. Grace's appointment as
executrix of the Estate of Oliver R. Grace, Sr.
(4) Oliver R. Grace, Jr. has beneficial ownership of an aggregate of 126,790
shares of Common Stock. Of this amount, 56,054 shares are held by Oliver
R. Grace, Jr. directly, including 40,144 shares by virtue of Mr. Grace's
ability to convert $649,000 principal amount of convertible subordinated
debentures to Common Stock within a 60-day period and 11,610 shares by
virtue of Mr. Grace's ability to convert 6,000 shares of Series A
Cumulative Convertible Redeemable Preferred Stock of the Company,
without par value (the "Preferred Stock") to Common Stock within a
60-day period; 7,592 shares are held by Carolyn Grace, the spouse of
Oliver R. Grace, Jr., of which 7,112 shares are held by Mrs. Grace by
virtue of her ability to convert $115,000 principal amount of
convertible subordinated debentures within a 60-day period; and 58,144
shares are held by virtue of the ability of The Anglo American Security
Fund L.P. (of which Oliver R. Grace, Jr. is a general partner) to
convert $940,000 principal amount of convertible subordinated debentures
to Common Stock within a 60-day period. Mr. Grace, Jr. has stock options
to acquire an additional 5,000 shares of Common Stock. Oliver R. Grace,
Jr. disclaims beneficial ownership of all shares owned by him as trustee
for the benefit of family members and by The Anglo American Security
Fund, L.P. described herein.
(5) John S. Grace has beneficial ownership of 122,525 shares of Common
Stock. Of this amount, 17,706 are held by John S. Grace directly,
including 1,856 shares held by virtue of Mr. Grace's ability to convert
$30,000 principal amount of convertible subordinated debentures to
Common Stock within a 60-day period; 58,144 shares are held by virtue of
the ability of The Anglo American Security Fund L.P. (of which John S.
Grace is a general partner) to convert $940,000 principal amount of
convertible subordinated debentures to Common Stock within a 60-day
period; and 43,675 shares are held by virtue of the ability of Sterling
Grace Capital Management, L.P. (John S. Grace is Chairman and President
of Sterling Grace Corporation, General Partner of Sterling Grace Capital
Management, L.P.) to convert 22,571 shares of the Preferred Stock to
Common Stock within a 60-day period. Mr. Grace has a stock option to
acquire an additional 3,000 shares of Common Stock. John S. Grace
disclaims beneficial ownership of all shares held by trustees for the
benefit of members of his family and The Anglo American Security Fund
L.P.
16
<PAGE>
(6) Peter N. Bennett owns 300 shares of Common Stock directly. The figure
set forth in the table includes shares held by virtue of the ability of
Mr. Bennett to convert 85,150 shares of the Preferred Stock to 164,765
shares of Common Stock within a 60-day period.
(7) The Ney Profit Sharing Savings Plan Trust owns 183,333 shares of Common
Stock directly.
(8) The Bank of Butterfield (the "Bank") has beneficial ownership of an
aggregate 296,575 shares of Common Stock as trustee of various trusts.
Of this amount, 263,945 shares are held by the Bank directly and 32,630
shares are held by virtue of the Bank's ability, as trustee, to convert
16,863 shares of the Preferred Stock to Common Stock within a 60-day
period.
(9) First United Securities Limited ("FUSL") has beneficial ownership of an
aggregate of 150,340 shares of Common Stock as trustee of various
trusts. Of this amount, 139,206 shares are held directly and 11,134
shares are held by virtue of the ability of FUSL to convert $180,000
principal amount of convertible subordinated debentures to Common Stock
within a 60-day period.
(10) Louis A. Lubrano has beneficial ownership of 6,855 shares of Common
Stock of which 1,855 shares are held by virtue of Mr. Lubrano's ability
to convert $30,000 principal amount of convertible subordinated
debentures to Common Stock within a 60-day period. Mr. Lubrano has stock
options to acquire 5,000 shares of Common Stock within a 60-day period.
(11) Represents less than one percent (1%) of the Common Stock.
(12) James J. Pinto has beneficial ownership of 13,000 shares of Common
Stock, of which 8,000 shares are held directly. Mr. Pinto has stock
options to acquire 5,000 shares of Common Stock within a 60-day period.
(13) Ronald N. Cerny does not own any shares of Common Stock directly. The
figure set forth in the table represents a stock option to acquire 5,000
shares of Common Stock within a 60-day period.
(14) Steven T. Newby owns 105,917 shares of Common Stock directly.
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