<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)*
Huntway Refining Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
447309 10 5
----------------------------
(CUSIP Number)
Sherman I. Goldberg
Secretary -- First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois (312) 732-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1998
-------------------------------------------------------
(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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-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 (S)240.13d-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 provides 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. 447309 10 5 Page 2 of 18 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago NBD Corporation, No. 38-1984850
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,320,518/(1)/
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,320,518/(1)/
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,320,518/(1)/
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
Not Applicable [_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
35.8%/(1)/
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO, HC
- --------------------------------------------------------------------------------
/1/ Of these shares, 5,173,205 shares (34.8%) are held by First Chicago
Equity Corporation ("FCEC"), a wholly-owned subsidiary of First Chicago
Financial Corporation ("FCFC"), which is a wholly-owned subsidiary of First
Chicago NBD Corporation ("FCN"). Reprise Holdings, Inc. ("Reprise") is the
general partner of two partnerships, Huntway Managing Partner, L.P. and
Huntway Holdings, L.P., which hold the remaining 147,313 shares (1.0%). FCEC
owns a majority of Reprise's common stock. FCN disclaims beneficial
ownership of a portion of such shares held by Reprise.
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 447309 10 5 Page 3 of 18 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Financial Corporation, No. 36-2793711
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,320,518/(1)/
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,320,518/(1)/
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,320,518/(1)/
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
Not Applicable [_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
35.8%/(1)/
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
/1/ Of these shares, 5,173,205 shares (34.8%) are held by First Chicago
Equity Corporation ("FCEC"), a wholly-owned subsidiary of First Chicago
Financial Corporation ("FCFC"), which is a wholly-owned subsidiary of First
Chicago NBD Corporation ("FCN"). Reprise Holdings, Inc. ("Reprise") is the
general partner of two partnerships, Huntway Managing Partner, L.P. and
Huntway Holdings, L.P., which hold the remaining 147,313 shares (1.0%). FCEC
owns a majority of Reprise's common stock. FCFC disclaims beneficial
ownership of a portion of such shares held by Reprise.
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 447309 10 5 Page 4 of 18 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Equity Corporation, No. 36-2727230
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,320,518/(1)/
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,320,518/(1)/
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,320,518/(1)/
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
Not Applicable [_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
35.8%/(1)/
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
/1/ Of these shares, 5,173,205 shares (34.8%) are held by First Chicago Equity
Corporation ("FCEC"), a wholly-owned subsidiary of First Chicago Financial
Corporation ("FCFC"), which is a wholly-owned subsidiary of First Chicago
NBD Corporation ("FCN"). Reprise Holdings, Inc. ("Reprise") is the general
partner of two partnerships, Huntway Managing Partner, L.P. and Huntway
Holdings, L.P., which hold the remaining 147,313 shares (1.0%). FCEC owns a
majority of Reprise's common stock. FCEC disclaims beneficial ownership of a
portion of such shares held by Reprise.
<PAGE>
SCHEDULE 13D
Item 1. Securities and Issuer.
This Statement relates to the Common Stock (the "Shares") of Huntway
Refining Company (the "Company"). The address of the Company's principal
executive offices, to the best knowledge of the Reporting Persons jointly filing
this Statement, is 25129 The Old Orchard Road, Suite 322, Newhall, California
91381.
Item 2. Identity and Background.
(a) This Statement is being filed by First Chicago NBD Corporation, a
Delaware corporation ("FCN"), its wholly-owned subsidiary, First Chicago
Financial Corporation, a Delaware corporation ("FCFC") and FCFC's wholly-owned
subsidiary, First Chicago Equity Corporation, an Illinois corporation ("FCEC")
(sometimes referred to herein individually as a "Reporting Person" and
collectively as the "Reporting Persons").
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person. By
their signature on this Statement, each of the Reporting Persons agrees that
this Statement is filed on behalf of such Reporting Person.
Certain information required by Item 2 concerning the directors and
executive officers of the Reporting Persons is set forth on Schedule A attached
hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of each of
the Reporting Persons is One First National Plaza, Chicago, IL 60670.
(c) FCN is a bank holding company registered under the Bank Holding Company
Act, as amended, which was incorporated under the laws of the State of Delaware
in 1972. FCN is the surviving corporation resulting from the merger, effective
December 1, 1995, of First Chicago Corporation, a Delaware corporation, with and
into NBD Bancorp, Inc., a Delaware corporation and registered bank holding
company. FCN's lead bank is The First National Bank of Chicago ("FNBC"). FCN
also is the parent corporation of NBD Bank, Detroit, Michigan ("NBD"), American
National Bank and Trust Company of Chicago ("ANB"), FCC National Bank ("FCCNB")
and NBD Bank, N.A., Indianapolis, Indiana ("NBD, N.A."). FCCNB is a Delaware-
based national banking association primarily engaged in the issuance of VISA and
MasterCard credit cards.
Through its banking subsidiaries, FCN provides domestic retail banking,
residential mortgage lending and servicing, worldwide corporate and
institutional banking, discount brokerage services and trust and investment
management services. In addition, FCN, directly or indirectly, owns the stock of
various nonbank companies engaged in businesses related to banking and finance,
including venture capital, leasing, commercial mortgage banking and servicing,
corporate finance underwriting, insurance, community development and data
processing activities.
Page 5 of 18
<PAGE>
FCFC raises funds to finance the operations of its subsidiaries, FCEC,
First Chicago Leasing Corporation, First Chicago Capital Markets, Inc., First
Chicago Capital Corporation, First Chicago Investment Corporation and First
Chicago Hedging Services Corporation. FCEC, a small business investment company
licensed under the Small Business Investment Act of 1958, offers equity funding
for small business ventures.
On April 13, 1998, FCN announced that it had entered into an agreement for
a merger of equals with BANC ONE CORPORATION ("BANC ONE"). The new bank holding
company will be called BANC ONE CORORATION and its principal business and
principal office will be located at One First National Plaza, Chicago, IL 60670.
Pending approvals, the merger is targeted to be completed during the fourth
quarter of 1998.
(d) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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.
(f) FCN and FCFC are Delaware corporations and FCEC is an Illinois
corporation, and to the knowledge of each Reporting Person, each of the
executive officers and directors of each such Reporting Person is a citizen of
the United States, except for Mr. Siegfried Buschmann who is a citizen of
Germany.
Item 3. Source and Amount of Funds or Other Considerations.
No personal funds were expended by the Reporting Persons on the matters
which have caused the filing of this Statement. As more fully described in Item
4, the Reporting Persons directly or indirectly exchanged all their partnership
interests in Huntway Partners, L.P. (the "Partnership"), a Delaware limited
partnership, for an aggregate of 5,320,518 Shares.
Item 4. Purpose of Transaction.
The Company is a Delaware corporation that was formed as a wholly-owned
subsidiary of the Partnership for the purpose of converting the Partnership into
a corporation. Effective as of June 1, 1998, the Partnership merged into the
Company, the Partnership ceased to exist and the Company received all of the
assets and became subject to all of the liabilities of the Partnership. Each
unit of limited partnership interests ("Common Unit") in the Partnership was
converted into one Share and the general partnership interests in the
Partnership were converted into 147,313 Shares (the "GP Shares") issued in the
merger.
The general partners of the Partnership were Huntway Managing Partner, L.P.
and Huntway Holdings, L.P. (the "General Partners"). The general partner of
both the General Partners is Reprise Holdings, Inc. ("Reprise"). FCEC owns a
majority of Reprise's common stock.
Page 6 of 18
<PAGE>
As a result of the merger, FCEC's 5,173,205 Common Units were converted
into 5,173,205 Shares and as noted, the General Partners' general partnership
interests were converted into the GP Shares. The Shares FCEC received in
exchange for the Common Units were acquired for investment purposes and FCEC
intends to review continuously and monitor its investment in the Company.
Except as set forth above or as set forth in Item 6 in this Statement, the
Reporting Persons have no present plans or proposals which may relate to or
would result in any of the following:
(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Any change in the present Company Board or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Company Board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As more fully described in Item 4, FCEC is the direct owner of
5,173,205 Shares, representing 34.8% of the outstanding Shares and an indirect
owner of 147,313 Shares representing 1.0% of the outstanding Shares. FCN and
FCFC may be deemed to beneficially own Shares solely through their direct or
indirect ownership of FCEC.
(b) See Items 7-10 on the cover page with respect to each Reporting Person.
Page 7 of 18
<PAGE>
(c) See Item 3 above.
(d) Except as set forth above or as set forth in Item 6 in this Statement,
no person other than a Reporting Person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The GP shares have been pledged to secure guaranties provided by the
General Partners in support of certain indebtedness of the Company.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an Exhibit to this Statement and hereby
incorporated by reference:
A. Joint Filing Agreement
Page 8 of 18
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 12, 1998 FIRST CHICAGO NBD CORPORATION
By: /s/ Harry H. Hallowell
------------------------
Harry H. Hallowell
Its: Assistant Treasurer
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ Harry H. Hallowell
------------------------
Harry H. Hallowell
Its: Assistant Treasurer
FIRST CHICAGO EQUITY CORPORATION
By: /s/ Harry H. Hallowell
------------------------
Harry H. Hallowell
Its: Vice President
Page 9 of 18
<PAGE>
SCHEDULE A
Executive Officers of FCN
-------------------------
<TABLE>
<CAPTION>
Name Title with FCN Principal Occupation
- ---- -------------- --------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board, Chief Chairman of the Board of FCN,
Executive Officer and President FNBC and NBD
Thomas H. Jeffs II Vice Chairman Vice Chairman of FCN and FNBC
President of NBD
David J. Vitale Vice Chairman Vice Chairman of FCN and
President of FNBC
John W. Ballantine Executive Vice President Executive Vice President of FCN
and FNBC
David P. Bolger Executive Vice President Executive Vice President of FCN
and FNBC, and Chief Executive
Officer and President of ANB
William H. Elliott III Executive Vice President Executive Vice President of FCN
and FNBC
Sherman I. Goldberg Executive Vice President Executive Vice President of FCN
and FNBC
Philip S. Jones Executive Vice President Executive Vice President of FCN,
FNBC and NBD
W.G. Jurgensen Executive Vice President Executive Vice President of FCN
and FNBC and Chairman of FCCNB
Thomas J. McDowell Executive Vice President Executive Vice President of FCN,
FNBC and NBD
Timothy P. Moen Executive Vice President Executive Vice President of FCN
and FNBC
Susan S. Moody Executive Vice President Executive Vice President of FCN,
FNBC and NBD
Andrew J. Paine, Jr. Executive Vice President Executive Vice President of FCN and
President of NBD, N.A.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title with FCN Principal Occupation
- ---- -------------- --------------------
<S> <C> <C>
Robert A. Rosholt Executive Vice President Executive Vice President and Chief
and Chief Financial Officer Financial Officer of FCN and
Executive Vice President of FNBC
Willard A. Valpey Executive Vice President Executive Vice President of FCN
and NBD
Walter C. Watkins, Jr. Executive Vice President Executive Vice President of FCN
and NBD
</TABLE>
Such employment is conducted for FCN and FNBC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for NBD at 611 Woodward Avenue, Detroit, Michigan
48226.
Such employment is conducted for FCCNB at 300 King Street, Wilmington, Delaware
19801.
Such employment is conducted for ANB at 120 South LaSalle Street, Chicago,
Illinois 60603.
Such employment is conducted for NBD, N.A. at One Indiana Square, Indianapolis,
Indiana 46266.
<PAGE>
Directors of FCN
----------------
<TABLE>
<CAPTION>
Name, Business and
Name Principal Occupation Address where Employed
- ---- -------------------- ----------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Terence E. Adderley President and Chief Kelly Services, Inc.
Executive Officer 999 West Big Beaver Road
Troy, Michigan 48084
James K. Baker Retired Chief Executive Arvin Industries, Inc.
Officer One Noblitt Plaza
Columbus, Indiana 47202
John H. Bryan Chairman of the Board and Sara Lee Corporation
Chief Executive Officer Three First National Plaza
Suite 4400
Chicago, Illinois 60602-4260
Siegfried Buschmann Chairman and Chief The Budd Company
Executive Officer 3155 West Big Beaver Road
Troy, Michigan 48007
James S. Crown General Partner Henry Crown and Company
(Not Incorporated)
222 North LaSalle Street
Suite 2000
Chicago, Illinois 60601
Dr. Maureen A. Fay, O.P. President University of Detroit Mercy
4001 West McNichols
Detroit, Michigan 48221
Charles T. Fisher III Retired Chairman NBD Bancorp, Inc.
100 Renaissance Center
Suite 3520
Detroit, Michigan 48243
Thomas H. Jeffs II Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
William G. Lowrie President Amoco Corporation
200 East Randolph Drive, 30th Floor
Chicago, Illinois 60601
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name, Business and
Name Principal Occupation Address where Employed
- ---- -------------------- ----------------------
<S> <C> <C>
Richard A. Manoogian Chairman and Chief Masco Corporation
Executive Officer 21001 Van Born Road
Taylor, Michigan 48180
William T. McCormick, Jr. Chairman and Chief CMS Energy Corporation
Executive Officer 330 Town Center Drive
Suite 1100
Dearborn, Michigan 48126
Andrew J. McKenna Chairman and Chief Schwarz
Executive Officer 8338 Austin Avenue
Morton Grove, Illinois 60053
James J. O'Connor Retired Chairman and Chief Unicom Corporation
Executive Officer 30 West Monroe Street
Suite 500
Chicago, Illinois 60690
Thomas E. Reilly, Jr. Chairman and Reilly Industries, Inc.
Chief Executive Officer 300 North Meridian Street
Suite 1500
Indianapolis, Indiana 46204
John W. Rogers, Jr. Chairman and President Ariel Capital Management, Inc.
307 North Michigan Avenue
Suite 500
Chicago, Illinois 60601
Adele Simmons President The John D. and Catherine T.
MacArthur Foundation
140 South Dearborn
Suite 1100
Chicago, Illinois 60603
Richard L. Thomas Retired Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
Executive Officers of FCFC
--------------------------
<TABLE>
<CAPTION>
Name Title with FCFC Principal Occupation
- ---- --------------- --------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board Chairman of FCN, FNBC
and NBD
David J. Vitale President Vice Chairman of FCN and
President of FNBC
</TABLE>
Such employment is conducted for FCN and FNBC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for NBD at 611 Woodward Avenue, Detroit, Michigan
48226
<PAGE>
Directors of FCFC
-----------------
<TABLE>
<CAPTION>
Name, Business and
Name Principal Occupation Address where Employed
- ---- -------------------- ----------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Robert A. Rosholt Executive Vice President First Chicago NBD Corporation
and Chief Financial Officer One First National Plaza
Chicago, Illinois 60670
Geoffrey L. Stringer Senior Vice President The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
Executive Officers of FCEC
--------------------------
<TABLE>
<CAPTION>
Name Title with FCEC Principal Occupation
- ---- --------------- --------------------
<S> <C> <C>
Geoffrey L. Stringer Chairman of the Board Senior Vice President of FNBC
David J. Vitale President Vice Chairman of FCN and
President of FNBC
Robert A. Rosholt Executive Vice President Executive Vice President and
Chief Financial Officer of FCN
and Executive Vice President
of FNBC
</TABLE>
Such employment is conducted for FCN and FNBC and FCEC at One First National
Plaza, Chicago, Illinois 60670.
<PAGE>
Directors of FCEC
-----------------
<TABLE>
<CAPTION>
Name, Business and
Name Principal Occupation Address where Employed
- ---- -------------------- ----------------------
<S> <C> <C>
Garrett R. Glass Senior Vice President The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
William J. Roberts Senior Vice President First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Robert A. Rosholt Executive Vice President First Chicago NBD Corporation
and Chief Financial Officer One First National Plaza
Chicago, Illinois 60670
Geoffrey L. Stringer Senior Vice President The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the Securities and
Exchange Commission, the undersigned agree that the statement on Schedule 13D
(including all amendments thereto) with respect to the Common Stock of Huntway
Refining Company to which this Agreement is attached as an Exhibit is filed on
behalf of each of the undersigned.
Dated: June 12, 1998
FIRST CHICAGO NBD CORPORATION
By: /s/ Harry H. Hallowell
-------------------------------
Harry H. Hallowell
Its: Assistant Treasurer
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ Harry H. Hallowell
-------------------------------
Harry H. Hallowell
Its: Assistant Treasurer
FIRST CHICAGO EQUITY CORPORATION
By: /s/ Harry H. Hallowell
-------------------------------
Harry H. Hallowell
Its: Vice President
