SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Graham-Field Health Products, Inc.
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(Name of Issuer)
Common Stock, $.025 Par Value
Series B Cumulative Convertible Preferred Stock, $.01 Par Value
Series C Cumulative Convertible Preferred Stock, $.01 Par Value
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(Title of Classes of Securities)
384632 10 0
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(CUSIP Number)
John P. Denneen, Esq.
One Metropolitan Square, Suite 3600, St. Louis, MO 63102-2750
(314) 259-2000
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1996
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(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 [ ].
[Intentionally Deleted]
<PAGE>
CUSIP NO. 384632 10 0
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1) Name of Reporting Persons BIL (Far East Holdings) Limited
S.S. or I.R.S. Identification
Nos. of Above Persons
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2) Check the Appropriate Box (a) [X]
if a Member of a Group ------------------------------------
(b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization Hong Kong
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Number of Shares 7) Sole Voting Common: 2,022,977
Beneficially Power Series B Cumulative
Owned by Each Convertible Preferred: 3,527
Reporting Person --------------------------------------------------------------
With... 8) Shared Voting
Power
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9) Sole Dispositive Common: 2,022,977
Power Series B Cumulative
Convertible Preferred: 3,527
--------------------------------------------------------------
10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially Common: 2,022,977
Owned by Each Reporting Person Series B Cumulative
Convertible Preferred: 3,527
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
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13) Percent of Class Represented Common: 10.8%
by Amount in Row (11) Series B Cumulative
Convertible Preferred: 57.8%
When aggregated with the voting power of
BIL Securities (Offshore) Limited, the
two companies own approximately 36.3% of
Graham-Field capital stock (See Item 5 of
this Schedule 13D).
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14) Type of Reporting Person CO
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Page 1 of 21
<PAGE>
CUSIP NO. 384632 10 0
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1) Name of Reporting Persons BIL Securities (Offshore) Limited
S.S. or I.R.S. Identification
Nos. of Above Persons
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2) Check the Appropriate Box (a) [X]
if a Member of a Group ------------------------------------
(b)
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization New Zealand
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Number of Shares 7) Sole Voting Power Common: 1,922,242
Beneficially Owned Series B Cumulative
by Each Convertible Preferred: 2,573
Reporting Person Series C Cumulative
With... Convertible Preferred: 1,000
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8) Shared Voting Power
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9) Sole Dispositive Common: 1,922,242
Power Series B Cumulative
Convertible Preferred: 2,573
Series C Cumulative
Convertible Preferred: 1,000
------------------------------------------------------------
10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially Common: 1,922,242
Owned by Each Reporting Person Series B Cumulative
Convertible Preferred: 2,573
Series C Cumulative
Convertible Preferred: 1,000
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
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13) Percent of Class Represented Common: 10.3%
by Amount in Row (11) Series B Cumulative
Convertible Preferred: 42.2%
Series C Cumulative
Convertible Preferred: 100%
When aggregated with the voting power
of BIL(Far East Holdings) Limited, the
two companies own approximately 36.3%
of Graham-Field capital stock (See
Item 5 of this Schedule 13D).
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14) Type of Reporting Person CO
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Page 2 of 21
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D relates to three distinct classes of equity
securities.
(a) One class of equity security to which this statement on Schedule 13D
relates is the common stock, $.025 par value ("GFI Stock"), of Graham-Field
Health Products, Inc. ("GFI"), a Delaware Corporation, 400 Rabro Drive East,
Hauppauge, New York 11788.
(b) A second class of equity security to which this statement on Schedule
13D relates is the Series B Cumulative Convertible Preferred Stock, $.01 par
value per share, of GFI (the "GFI Series B Preferred Stock").
(c) The third and final class of equity security to which this statement on
Schedule 13D relates is the Series C Cumulative Convertible Preferred Stock,
$.01 par value per share, of GFI (the "GFI Series C Preferred Stock";
collectively, the GFI Stock, the GFI Series B Preferred Stock and the GFI Series
C Preferred Stock are hereinafter referred to as the "GFI Capital Stock").
Item 2. Identity and Background
(a-c, f) This statement is being filed by BIL (Far East Holdings) Limited
("BIL"), a corporation organized in Hong Kong and having its principal place of
business at 2306 Jardine House, #1 Connaught Place Central, Hong Kong, and by an
affiliate of BIL, BIL Securities (Offshore) Limited ("Offshore"), a corporation
organized in New Zealand and having its principal place of business at 22-24
Victoria Street, Level 6, Colonial Building, Wellington, New Zealand. Both BIL
and Offshore are indirect, wholly-owned subsidiaries of Brierley Investments
Limited ("Brierley Investments"), a New Zealand investment holding company with
Page 3 of 21
<PAGE>
interests in public and private corporations throughout the world. Brierley
Investments is ultimately in control of both BIL and Offshore and has its
principal place of business at 22-24 Victoria Street, Level 6, Colonial
Building, Wellington, New Zealand.
(d) Neither BIL nor Offshore nor Brierley Investments has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) Neither BIL nor Offshore nor Brierley Investments has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which has made any of them 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, during the last five years.
For information required by General Instruction C to Schedule 13D with
respect to the executive officers and directors of BIL, Offshore and Brierley
Investments, reference is made to Schedule I annexed hereto and incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
BIL and Offshore are acquiring the GFI Capital Stock pursuant to the terms
of that certain Amended and Restated Agreement and Plan of Merger, dated as of
September 3, 1996, and amended as of October 1, 1996, (the "Merger Agreement"
filed as Exhibit 2.1 to the Registration Statement on Form S-4 No. 333-14423,
filed by GFI on October 18, 1996 (the "GFI Registration Statement"), and by this
reference herein incorporated) by and between GFI, BIL, E&J Acquisition Corp., a
Delaware corporation wholly owned by GFI ("Acquisition Corp."), and Everest &
Jennings International Ltd., a Delaware corporation ("E&J").
Page 4 of 21
<PAGE>
(a) At the effective time of the merger provided for pursuant to the Merger
Agreement, BIL received .35 shares of GFI Stock for each of its 5,779,935 shares
of E&J common stock (the "E&J Stock"), or an aggregate of 2,022,977 shares of
GFI Stock. Offshore also received in exchange for $24,989,151.70 in cash,
1,922,242 shares of GFI Stock. As of the date hereof, a total of 3,945,219
shares of GFI Stock are held in aggregate by BIL and Offshore (collectively, the
"GFI Shares").
No part of the consideration for the GFI shares was borrowed or otherwise
obtained by BIL, Offshore or Brierley Investments for the purpose of acquiring,
holding, trading or voting the GFI Shares.
(b) In accordance with the terms of the Merger Agreement, GFI issued BIL
and Offshore an aggregate of 6,100 shares of GFI Series B Preferred Stock with
an aggregate stated value of $61 million (the "GFI Series B Preferred Shares")
as follows: (i) GFI issued 2,573 GFI Series B Preferred Shares to Offshore in
exchange for Offshore's forgiving and releasing E&J from certain indebtedness of
E&J owing to Offshore totaling approximately $26,022,000; and (ii) GFI issued
3,527 GFI Series B Preferred Shares to BIL in exchange for 8,575,948 shares of
E&J Series A Convertible Preferred Stock, par value $.01 per share, 786,357
shares of E&J Series B Convertible Preferred Stock, par value $.01 per share,
and 20,000,000 shares of E&J Series C Convertible Preferred Stock, par value
$.01 per share, owned by BIL.
No part of the consideration for these shares was borrowed or otherwise
obtained by BIL or Offshore for the purpose of acquiring, holding, trading or
voting the GFI Series B Preferred Shares.
Page 5 of 21
<PAGE>
(c) In accordance with the terms of the Merger Agreement, and in exchange
for consideration consisting of $10 million in cash, GFI issued 1,000 shares of
GFI Series C Preferred Stock to Offshore (the "GFI Series C Preferred Shares").
No part of the consideration for these shares was borrowed or otherwise
obtained by Offshore for the purpose of acquiring, holding, trading or voting
the GFI Series C Preferred Shares.
Item 4. Purpose of Transaction
On November 27, 1996, Acquisition Corp. merged with and into E&J pursuant
to the Merger Agreement, with E&J surviving as a wholly owned subsidiary of GFI.
The strategic combination of GFI and E&J has united E&J's manufacturing
operations and rehabilitation product lines with GFI's distribution network and
advanced technology systems to provide penetration in both the homecare and
rehabilitation markets with a greater level of service and efficiency, as well
as a broader portfolio of products.
(a) Pursuant to the Merger Agreement, Offshore has agreed to exchange a
$4,000,000 short term note of GFI for a $4,000,000 aggregate principal amount
7.7% subordinated note of GFI due April 1, 2001.
(b) None.
(c) None.
(d) Pursuant to the Amended and Restated Stockholder Agreement by and among
BIL, GFI and Irwin Selinger dated as of September 3, 1996, as amended on
September 19, 1996 (the "Stockholder Agreement," filed as Exhibit 2.2 to the GFI
Registration Statement and by this reference herein incorporated), the GFI Board
of Directors (the "Graham-Field Board") voted to increase its size from eight
(8) directors to ten (10) directors. Rodney F. Price, a Director of BIL,
Page 6 of 21
<PAGE>
was elected a Class III director of GFI with a term expiring in 1999. He became
a member of the Executive Committee of the Graham-Field Board. Bevil J. Hogg,
President and Chief Executive of E&J, was elected as a Class II director of GFI
for a term expiring in 1998.
(e) None.
(f) None.
(g) See Item 6.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number and percentage of shares of GFI Stock beneficially
owned by BIL and Offshore (assuming conversion of the GFI Series B Preferred
Shares at $15.50 per share and of the GFI Series C Preferred Shares at $20.00
per share) would be 8,380,702 shares representing 36.3% of the 23,086,417 shares
of GFI that would be outstanding following the transactions contemplated in the
Merger Agreement, assuming such conversions of the GFI Series B Preferred Shares
and GFI Series C Preferred Shares, and 32.6% of the 25,671,866 shares of GFI
that would be outstanding assuming issuance of all shares reserved for issuance
of outstanding GFI warrants and options and under GFI's Incentive Program.
The GFI Series B Preferred Shares are entitled to a dividend of 1.5% per
annum payable quarterly, will vote on an as converted basis as a single class
with GFI Stock and the GFI Series C Preferred Shares, will not be subject to
redemption and will be convertible (x) at the option of the holder thereof, at a
conversion price of $20 per share (or, in the case of certain dividend payment
defaults, at a conversion price of $15.50 per share), (y) at the option of GFI,
Page 7 of 21
<PAGE>
at a conversion price equal to current trading prices (subject to a minimum
conversion price of $15.50 and a maximum conversion price of $20 per share) and
(z) automatically on the fifth anniversary of the date of issuance at a
conversion price of $15.50 per share. Such conversion prices are subject to
customary antidilution adjustments. The form of the Certificate of Designations
of the GFI Series B Preferred Stock, setting forth the terms thereof, is
attached as Exhibit A to the Merger Agreement.
The GFI Series C Preferred Shares are entitled to a dividend of 1.5% per
annum payable quarterly, will vote on an as-converted basis as a single class
with GFI Stock and the GFI Series B Preferred Stock, will be subject to
redemption as a whole at the option of GFI on the fifth anniversary of the date
of issuance at their stated value of $10 million and, to the extent not so
redeemed, will be converted automatically on the fifth anniversary of the date
of issuance at a conversion price of $20 per share, subject to customary
antidilution requirements. The form of the Certificate of Designations of the
GFI Series C Preferred Stock, setting forth the terms thereof, is attached as
Exhibit B to the Merger Agreement.
Therefore, the aggregate number of converted GFI Stock shares is subject to
change upon actual conversion.
To the best of BIL's knowledge, no shares of GFI Capital Stock are owned by
any of the people identified on Schedule I. To the best of Offshore's knowledge,
no shares of GFI Capital Stock are owned by any of the people identified on
Schedule I.
(b) BIL has the sole power to vote or to direct the vote of all of the
shares referred to as being owned by BIL in Item 3 above. Subject to the
provisions of the Stockholder Agreement, BIL has sole dispositive power as to
all of shares owned by BIL.
Page 8 of 21
<PAGE>
Offshore has the sole power to vote or to direct the vote for all of the
shares referred to as being owned by Offshore in Item 3 above. Subject to the
provisions of the Stockholder Agreement, Offshore has sole dispositive power as
to all of the shares owned by Offshore.
For a summary of the restrictions on disposition contained in the
Stockholder Agreement, see Item 6.
(c) BIL has not participated in any transactions in GFI Capital Stock
during the past sixty days.
Offshore has not participated in any transactions in GFI Capital Stock
during the past sixty days or since the most recent filing on Schedule 13D.
To the best knowledge of BIL and Offshore, none of the people identified in
Schedule I have effected any transactions in GFI Capital Stock, during such
period.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Certain duties and obligations of GFI, BIL and Offshore with respect to the
GFI Capital Stock are set forth in the Stockholder Agreement and the
Registration Rights Agreement (as defined below). The following is a summary of
the material provisions of the Stockholder Agreement. This summary does not
purport to be complete and is qualified entirely by reference to the Stockholder
Agreement.
Board Representation. As discussed in Item 4(d), pursuant to the
Stockholder Agreement, BIL and Offshore have the right to designate two members
Page 9 of 21
<PAGE>
of the Graham-Field Board (subject to reduction if BIL and Offshore reduce their
aggregate ownership of GFI Capital Stock below specified levels). As long as BIL
and Offshore have one director on the Graham-Field Board, one BIL director shall
be designated as a member of the Executive Committee of the Graham-Field Board.
Right of First Refusal. Pursuant to the Stockholder Agreement, so long as
BIL and Offshore and their respective affiliates own voting securities of GFI
representing at least 5% of the voting power of all outstanding voting
securities of GFI, BIL and Offshore have agreed to grant GFI a right of first
refusal with respect to sales of any of their GFI Capital Stock other than: (i)
a transfer of any GFI Capital Stock to any of their respective affiliates who
simultaneously with such transfer agree in writing to be bound by the provisions
of the Stockholder Agreement as though an original signatory thereto, (ii) a
sale through an underwritten public offering registered under the Securities Act
of 1933, as amended ("Securities Act"), effected in accordance with that certain
Registration Rights Agreement dated as of September 3, 1996 pursuant to which
E&J agreed to register shares of capital stock of GFI to be received by BIL in
the Merger (the "Registration Rights Agreement", filed as Exhibit 2.3 to the GFI
Registration Statement and by this reference herein incorporated), (iii) a sale
pursuant to Rule 144(f) promulgated under the Securities Act; provided that
until such time as BIL and Offshore and their respective affiliates beneficially
own voting securities of GFI representing less than 5% of the voting power of
all outstanding voting securities of GFI, any Rule 144(f) sales shall be subject
to the volume limitations set forth in Rule 144(e) (regardless of whether such
volume limitations are applicable to such a sale), (iv) pursuant to a merger or
consolidation of GFI or a recapitalization of any GFI securities, (v) pursuant
to a self-tender or exchange offer by GFI or a third party tender offer
recommended by the Graham-Field Board, or (vi) a cash sale effected in
Page 10 of 21
<PAGE>
accordance with GFI's right of first refusal; provided that in the case of and
as a condition to any cash sale to a person who, after giving effect to such
purchase, would own at least 5% of the voting power of all outstanding voting
securities of GFI, such person shall simultaneously with such purchase and sale
agree in writing to be bound by the right of first refusal, the limitation on
acquisitions of GFI securities and the standstill provisions (see below)
contained in the Stockholder Agreement. GFI may not assign its right of first
refusal without the consent of BIL and Offshore, which consent shall not be
unreasonably withheld or delayed; provided that any such assignee agrees in
writing to purchase any GFI Capital Stock offered by BIL or Offshore or their
respective affiliates which are not being purchased by GFI in accordance with
its right of first refusal.
Limitation on Right to Purchase Additional GFI Capital Stock. So long as
BIL, Offshore and their respective affiliates own securities representing at
least 5% of the voting power of all outstanding voting securities of GFI, each
of BIL and Offshore has agreed that neither it nor any of its affiliates will
acquire additional shares of GFI Capital Stock without the consent of the
Graham-Field Board, which consent shall not be unreasonably withheld, except (i)
pursuant to the Merger Agreement or upon conversion of the GFI Series B
Preferred Shares and the GFI Series C Preferred Shares, (ii) pursuant to stock
dividends, stock splits or other distributions or offerings made available to
GFI stockholders generally, (iii) pursuant to plans established by GFI or the
Graham-Field Board for members of the Graham-Field Board or (iv) pursuant to
BIL's preemptive rights (see below).
Preemptive Right. So long as BIL, Offshore and their respective affiliates
own securities representing at least 15% of the voting power of all outstanding
voting securities of GFI, GFI has agreed not to issue any securities before
Page 11 of 21
<PAGE>
offering BIL and Offshore the right to participate proportionately in such
issuance. Notwithstanding the foregoing, the preemptive right of BIL and
Offshore set forth above shall not apply to any GFI securities issued (i)
pursuant to that certain warrant, dated as of March 12, 1992, as amended by and
between GFI and John-Hancock Mutual Life Insurance Company, (ii) in connection
with a merger, acquisition or other business combination transaction approved by
the Graham-Field Board, (iii) in connection with any stock option or other
employee benefit plans and programs of GFI approved by the Graham-Field Board,
or (iv) in connection with any private debt financing in which GFI securities to
be issued represent less than 2% of the voting power of all outstanding voting
securities of GFI.
Standstill provisions. Each of BIL and Offshore has agreed that until such
time as it and its respective affiliates own securities representing less than
5% of the voting power of all outstanding voting securities of GFI, neither it
nor any of its affiliates will directly or indirectly seek to acquire ownership
of GFI, engage in any solicitation of proxies with respect to GFI or otherwise
seek or propose to acquire control of GFI.
Amendment. Pursuant to the Stockholder Agreement, in the event that (i) any
person becomes the owner of securities representing more than 15% but less than
100% of the voting power of all outstanding voting securities of GFI with the
approval of the Graham-Field Board and (ii) the restrictions imposed by GFI on
the activities of such person are less onerous than those imposed on BIL and its
affiliates under the Stockholder Agreement, then the Stockholder Agreement will
be revised to provide for comparable restrictions which are identical to the
restrictions imposed on such person.
The Registration Rights Agreement contains customary terms and conditions
and provides, among other things, that BIL and Offshore and certain of their
respective transferees will have the right to require GFI to register under the
Page 12 of 21
<PAGE>
Securities Act Registrable Securities (as defined below) in up to three demand
registrations and three incidental ("piggyback") registrations. "Registrable
Securities" is defined in the Registration Rights Agreement as (i) the GFI
Stock, (ii) any additional shares of GFI Stock issued or distributed by way of a
dividend, stock split or other distribution in respect of the GFI Capital Stock,
or acquired by way of any rights offering or similar offering made in respect of
the GFI Capital Stock, (iii) any shares of GFI Stock issued upon conversion of
the shares of GFI Series B Preferred Stock or GFI Series C Preferred Stock or as
a dividend in respect of the GFI Series B Preferred Stock or GFI Series C
Preferred Stock and (iv) any shares of GFI Stock purchased by BIL, Offshore or
any of their respective affiliates in accordance with the Stockholder Agreement.
As to any particular Registrable Securities, once issued such securities shall
cease to be Registrable Securities when (i) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act, and such securities shall have been disposed of in accordance
with such registration statement, (ii) such securities shall have been
distributed to the public pursuant to Rule 144 under the Securities Act, or all
Registrable Securities then owned by BIL, Offshore and their respective
affiliates can be sold in any three-month period pursuant to Rule 144, (iii)
such securities are transferred to or become owned by a person other than BIL,
Offshore or any of their respective affiliates (other than a permitted assignee
as described in the next paragraph) or (iv) such securities shall have ceased to
be outstanding.
GFI has agreed in the Registration Rights Agreement to pay all registration
expenses in connection with each registration of Registrable Securities pursuant
to the Registration Rights Agreement, except for underwriting discounts and
commissions. GFI has also agreed in the Registration Rights Agreement to
customary indemnification and contribution protection to selling holders of
Registrable Securities under the federal securities laws and
Page 13 of 21
<PAGE>
otherwise. BIL and Offshore may assign their respective rights under the
Registration Rights Agreement to certain transferees of their respective GFI
Capital Stock.
Item 7. Material to be Filed as Exhibits
The following exhibits have been filed with the Commission as exhibits to
the GFI Registration Statement Form S-4 and by this reference are incorporated
herein.
1. Agreement and Plan of Merger, dated as of September 3, 1996, and amended as
of October 1, 1996 by and between GFI, Acquisition Corp., BIL and E&J
(incorporated by reference to Exhibit 2.1 to the GFI Registration Statement).
2. Stockholder Agreement, dated as of September 3, 1996 and amended and restated
as of September 19, 1996 by and between GFI, BIL and Irwin Selinger
(incorporated by reference to Exhibit 2.2 to the GFI Registration Statement).
3. Registration Rights Agreement, dated as of September 3, 1996, by and between
GFI and BIL (incorporated by reference to Exhibit 2.3 to the GFI Registration
Statement).
4. Graham-Field Series B Preferred Stock Certificate of Designations
(incorporated by reference to Annex D of the Joint Proxy Statement/Prospectus,
Form S-4 of GFI filed on October 18, 1996).
5. Graham-Field Series C Preferred Stock Certificate of Designations
(incorporated by reference to Annex E of the Joint Proxy Statement/Prospectus,
Form S-4 of GFI filed on October 18, 1996).
Page 14 of 21
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth on this statement is true, complete and correct.
Dated as of November 27, 1996
BIL (FAR EAST HOLDINGS) LIMITED
By: /s/ Mark B. Horton
------------------------------------
Name: Mark B. Horton
Title: Director
BIL SECURITIES (OFFSHORE) LIMITED
By: /s/ Mark B. Horton
------------------------------------
Name: Mark B. Horton
Title: Director
Page 15 of 21
<PAGE>
SCHEDULE I: Information with Respect to Executive Officers and Directors of BIL,
Offshore, and Brierley Investments Limited:
The following sets forth as to each of the executive officers and directors
of BIL, Offshore and Brierley Investments: his or her name; his or her
residential address; and his or her present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted. To the best knowledge of BIL
and Offshore, during the last five years no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he or she 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. The citizenship of each individual is duly noted.
Page 16 of 21
<PAGE>
<TABLE>
Directors and Executive Officers of BIL (Far East Holdings) Limited.
<CAPTION>
Position Name/Residential Address/Citizenship Present Principal Occupation
- --------------------- -------------------------------------------- ------------------------------
<C> <C> <C>
Director David A. G. Grant Director of BIL(Far East
2306 Jardine House Holdings) Limited
Central, Hong Kong
(business address)
Citizenship: United Kingdom
Director Rodney F. Price Director of Brierley
22 Chester Street, Investments Limited
Belgravia, London SW1
United Kingdom
Citizenship: Australia
Director & Treasurer Donna Maree Chown Treasurer of BIL (Far East
Flat E1, Block E Holdings) Limited
20/F, Evergreen Villa
43 Stubbs Road
Hong Kong
Citizenship: New Zealand
Director & Secretary Gregory R. Knoke Director of BIL (Far East
Flat 7, G/F Holdings) Limited
No. 2D Shui Fai Terrace
Hong Kong
Citizenship: Australia
Director Mark B. Horton Company Secretary,
198 Oriental Parade Brierley Investments Limited
Oriental Bay, Wellington
New Zealand
Citizenship: New Zealand
</TABLE>
Page 17 of 21
<PAGE>
<TABLE>
Directors and Executive Officers of BIL Securities (Offshore) Limited
<CAPTION>
Position Name/Residential Address/Citizenship Present Principal Occupation
- --------------------- -------------------------------------------- ------------------------------
<C> <C> <C>
Director Rodney F. Price Director of Brierley
22 Chester Street, Investments Limited
Belgravia, London
SW1X 7BL
United Kingdom
Citizenship: Australia
Director Paul D. Collins Director of Brierley
Apt. 1, Level 14 Investments Limited
38 Customhouse Quay
Wellington, New Zealand
Citizenship: New Zealand
Director Gerald C. Gibbard Director of Brierley
94 Hataitai Road Investments Limited
Hataitai, Wellington
New Zealand
Citizenship: New Zealand
Director Mark B. Horton Company Secretary,
198 Oriental Parade Brierley Investments Limited
Oriental Bay, Wellington
New Zealand
Citizenship: New Zealand
Director Brian S. P. Marra Director of Brierley
4/226 Oriental Parade Investments Limited
Oriental Bay, Wellington
New Zealand
Citizenship: New Zealand
</TABLE>
Page 18 of 21
<PAGE>
<TABLE>
Directors and Executive Officers of Brierley Investments Limited
<CAPTION>
Position Name/Business Address/Citizenship Present Principal Occupation
- ----------------------------- -------------------------------------------- ------------------------------
<C> <C> <C>
Director, Founder & President Sir Ronald A. Brierley Director of Brierley
2 Bayview Terrace Investments Limited
Wellington, New Zealand
Citizenship: New Zealand
Chairman of the Board Robert H. Matthew Chairman of BIL (Group)
16 Everest Street
Khandallah
Wellington, New Zealand
Citizenship: New Zealand
Director Sir Roger O. Douglas Consultant
411 Redoubt Road 411 Redoubt Road
Papatoetoe, New Zealand Papatoetoe, New Zealand
Citizenship: New Zealand
Director Bryan E. Johnson Sharebroker, First New
8/260 Oriental Parade Zealand Capital Limited
Oriental Bay 8/260 Oriental Parade
Wellington, New Zealand Oriental Bay
Wellington, New Zealand
Citizenship: New Zealand
Director Quek Poh Haut President, Tamasek Holdings
4 Springleaf Avenue (Private) Limited
Singapore 2678 4 Springleaf Avenue
Singapore 2678
Citizenship: Singapore
Director Frances H. Wilde Consultant
50A Palliser Road 50A Palliser Road
Rosenheath Rosenheath
Wellington, New Zealand Wellington, New Zealand
Citizenship: New Zealand
</TABLE>
Page 19 of 21
<PAGE>
<TABLE>
<CAPTION>
Position Name/Business Address/Citizenship Present Principal Occupation
- ----------------------------- -------------------------------------------- ------------------------------
<C> <C> <C>
Chief Executive & Executive Paul D. Collins Chief Executive Officer of
Director Apt. 1, Level 14 Brierley Investments Limited
38 Customhouse Quay
Wellington, New Zealand
Citizenship: New Zealand
Executive Director Andrew R. Meehan Executive Director of Brierley
2306 Jardine House Investments Limited
1 Connaught Place
Central
Hong Kong
Citizenship: New Zealand
Executive Director Rodney F. Price Director of Brierley
22 Chester Street Investments Limited
London SW1X 7BL
Citizenship: Australia
Page 20 of 21
</TABLE>
