SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Preferred Networks, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
73990510
(CUSIP Number)
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street Suite 700
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1997
(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 [ ].
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).
(Continued on following page(s))
Page 1 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Capital Corp.
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.83%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Holding Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.83%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PNC Bank Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,720,330
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,330
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.83%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INTRODUCTORY STATEMENT
PNC Capital Corp., a Delaware corporation ("PNCCC"), PNC Holding
Corp., a Delaware corporation ("PNCHC") and PNC Bank Corp., a Pennsylvania
corporation ("PNCBC") (collectively the "Reporting Persons") previously filed a
Statement on Schedule 13D in connection with the securities of Preferred
Networks, Inc., a Delaware corporation (the "Company") as a member of a group of
investors acting together for the purpose of acquiring certain of the Company's
securities. On July 30, 1997, the group members ceased to act together as a
group when the group s option to acquire additional securities of the Company
expired. Accordingly, this Statement on Schedule 13D constitutes the initial
filing of a Statement on Schedule 13D filed solely by the Reporting Persons, and
shall be deemed an amendment to and restatement of the prior group filing to the
extent information in such prior group filing relates to the Reporting Persons.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the
Common Stock, par value $.0001 per share (the "Shares") of the Company (as
defined above). The principal executive offices of the Company are located at
850 Center Way, Norcross, Georgia 30071.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by PNCCC (as defined above) by virtue
of its direct beneficial ownership of Shares, by PNCHC (as defined above) by
virtue of the ownership of all of the outstanding common stock of PNCCC, and by
PNCBC (as defined above) by virtue of the ownership of all of the outstanding
common stock of PNCHC.
Certain information concerning the executive officers and directors
of PNCCC, PNCHC and PNCBC (collectively, the "PNC Directors and Officers") is
set forth on Schedule A attached hereto, which is incorporated herein by this
reference.
(b) The principal executive offices of PNCCC and PNCHC and the
business address of each PNCCC and PNCHC officer are c/o PNC Bank, Delaware, 222
Delaware Avenue, Wilmington, Delaware 19801. The principal executive offices
of PNCBC and the business address of each PNCBC officer are One PNC Plaza, 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707.
(c) PNCCC is a venture capital investment corporation. PNCHC acts
as a holding company for certain non-bank indirect subsidiaries of PNCBC. PNCBC
is principally engaged in the business of providing diversified financial
services, including services relating to commercial banking, consumer banking,
investment services, asset collection and management services to its
subsidiaries, financial institutions and individuals.
(d) None of the Reporting Persons or, to the knowledge of the
Reporting Persons, any of the PNC Directors and Officers, has been convicted in
a criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, none of the Reporting Persons or,
to the knowledge of the Reporting Persons, any of the PNC Directors and
Officers, was 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 of finding
any violation with respect to such laws.
(f) PNCCC and PNCHC are Delaware corporations. PNCBC is a
Pennsylvania corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by PNCCC to acquire the Shares
reported in Item 5(a) was $1,212,113, and the total amount of funds required by
PNCCC to acquire the 1,133,333 shares of the Company s Class A Redeemable
Preferred Stock (the "Preferred Stock") and the 1,303,333 warrants to purchase
Shares (the "Warrants") held by PNCCC was $1,700,000. Such funds were provided
by PNCCC s capital available for investment.
ITEM 4. PURPOSE OF TRANSACTION.
PNCCC holds the Shares and Warrants described in Item 5 of this
Statement for investment only. Depending upon their evaluation of the Company's
investments and prospects, and upon future developments (including, but not
limited to, performance of the Shares in the market, the effective yield on the
Shares, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), each of the Reporting Persons may from
time to time purchase Shares (including through the exercise of all or part of
the Warrants) or Warrants, dispose of all or a portion of the Shares or Warrants
it holds, or cease buying or selling Shares and Warrants. Any such additional
purchases or sales of the Shares or Warrants may be in open market or privately-
negotiated transactions or otherwise.
Except as described in this Item 4, none of the Reporting Persons
nor any of the PNC Directors and Officers has formulated any plans or proposals
which relate to or would result in any matter required to be disclosed in
response to paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) PNCCC is the direct beneficial owner of 416,997 Shares and
1,303,333 Warrants, or approximately 9.83% of the sum of (i) the 16,193,534
Shares deemed outstanding as of August 5, 1997, according to information
received from the Company (the "Outstanding Shares") plus (ii) such Warrants.
By virtue of the relationships previously reported under Item 2 of this
Statement, PNCHC and PNCBC may be deemed to have indirect beneficial ownership
of the Shares and Warrants directly beneficially owned by PNCCC.
(b) PNCCC has the direct power to direct the disposition of and
vote the Shares and Warrants held by it. By virtue of the relationships
previously described in Item 2 of this Statement, PNCHC and PNCBC may be deemed
to have the indirect power to vote and direct the disposition of the Shares and
Warrants held by PNCCC.
(c) On June 17, 1997, PNCCC acquired the Preferred Stock and
Warrants described in Item 3 of this Statement in a privately negotiated
transaction with the Company for aggregate consideration of $1,700,000.
Except as set forth above, none of the Reporting Persons or the PNC
Directors and Officers has effected any transaction in the Shares during the
past 60 days.
(d) PNCCC has the right to receive and the power to direct the
receipt of dividends from, and proceeds from the sale of, the Shares and
Warrants held by it, and, by virtue of the relationships reported in Item 2 of
this Statement, PNCHC and PNCCB has the power to direct receipt of dividends
from, and the proceeds from the sale of, the Shares and Warrants held by PNCCC.
(e) Not applicable. As indicated in the Introductory Statement of
this Statement, the Reporting Persons were previously part of a group of
investors acting together for the purpose of acquiring the Preferred Stock and
Warrants from the Company. On July 30, 1997, the group members ceased to act
together as a group when the group s option to acquire additional securities of
the Company expired.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Purchase Agreement dated as of June 21, 1995, among
each of PNCCC and certain other investors in the Company (the "Stockholders")
and the Company, as amended December 12, 1995 (the "Purchase Agreement"), the
Stockholders acquired certain securities of the Company and the Company agreed,
among other things, (i) to provide the Stockholders with certain inspection and
information rights, (ii) comply with certain covenants, and (iii) reimburse the
Stockholders for certain expenses. The foregoing summary of the Purchase
Agreement is qualified in its entirety by reference to the Purchase Agreement
attached as Exhibits 1 and 2 to this Statement.
Pursuant to a Stockholders Agreement dated as of June 21, 1995 among
each of the Stockholders, the Company and certain other persons (the
"Stockholders Agreement"), the Stockholders agreed to certain holdback
restrictions in connection with their sale of Shares. The foregoing summary of
the Stockholders Agreement is qualified in its entirety by reference to the
Stockholders Agreement attached as Exhibit 3 to this Statement.
Pursuant to a Registration Rights Agreement dated as of June 21,
1995, as amended June 17, 1997, among each of the Stockholders, the Company and
certain other persons, as amended (the "Registration Rights Agreement"), the
Stockholders have the right to exercise certain demand and piggyback
registration rights with respect to, and, subject to certain restrictions, the
Company is required to register, the Shares owned by the Stockholders. The
foregoing summary of the Registration Rights Agreement is qualified in its
entirety by reference to the Registration Rights Agreement attached as Exhibits
4 and 5 to this Statement.
Pursuant to a Class A Redeemable Preferred Stock Purchase Agreement
dated as of May 21, 1997, among each of the Stockholders and the Company, (the
"Preferred Stock Purchase Agreement"), the Stockholders acquired the Warrants
and the Preferred Stock and the Company agreed, among other things, (i) made
certain representations and warranties to the Stockholders, (ii) agreed to
provide the Stockholders with certain inspection and information rights, and
(iii) agreed to reimburse the Stockholders for certain expenses. The foregoing
summary of the Preferred Stock Purchase Agreement is qualified in its entirety
by reference to the Class A Redeemable Preferred Stock Purchase Agreement
attached as Exhibit 6 to this Statement.
The Preferred Stock held by PNCCC and the other Stockholders is
entitled to a liquidation preference of $1.50 per share plus accrued dividends.
Dividends on the Preferred Stock will accrue at the rate of $.15 per share
annually, in preference to any dividends on the Shares and any other class
ranking junior to the Preferred Stock. The Preferred Stock will be entitled to
one vote per share and will be entitled to vote together with the Shares on
matters submitted to a vote of the Company s stockholders. In addition, the
Preferred Stock will be entitled to a class vote on certain matters, including
without limitation repurchases of Shares, material changes in the Company's line
of business, entering into any merger, consolidation or amalgamation, sale of
all or substantially all of the Company s assets, acquisitions of more than
$5,000,000, and incurring certain indebtedness. The Preferred Stock is
redeemable at any time by the Company at a price equal to $1.50 plus accrued
dividends, and each holder of Preferred Stock may require that its Preferred
Stock be redeemed at any time after the fifth anniversary of the First Closing.
The holders of Preferred Stock are entitled to preemptive rights in connection
with any new issuance of equity securities by the Company in a private
placement. In addition, the holders of Preferred Stock are entitled to elect
one director other than Messrs. Jeffrey Schutz and Robert Van Degna. The
foregoing summary of the rights and preferences of the Preferred Stock is
qualified in its entirety by reference to the terms of the Preferred Stock
attached as Exhibit 7 to this Statement.
Each Warrant held by PNCCC and the other Stockholders permits a
holder to acquire, at any time during the five year period commencing on the
initial issuance of the Warrant, one Share for an exercise price of $1.50 per
Share, subject to adjustment as provided in the form of the Warrant. Payment of
the exercise price may be made in cash, Shares of Common Stock or shares of
Preferred Stock. The Company has the right to cancel Warrants to acquire up to
500,000 Shares upon redemption of all of the Preferred Stock and, if such
redemption occurs following the first year after issuance of the Warrants,
payment of $750,000 (if such redemption and payment occurs during the second
year following such issuance) or $1,500,000 (if such redemption and payment
occurs during the third year following such issuance or thereafter). Under some
circumstances the holders of the Warrants may be required to exercise the
Warrants prior to their expiration. The Reporting Persons understand there are
a total of 11,500,000 Warrants outstanding, and any such redemption or payment
would be made pro rata among holders of the then outstanding Warrants. The
foregoing summary of the Warrants is qualified in its entirety by reference to
the form of the Warrant attached as Exhibit 8 to this Statement.
Other than set forth above, none of the Reporting Persons or any of
the PNC Directors and Officers has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to securities of
the Company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Purchase Agreement dated June 21, 1995 among Centennial
Fund IV, L.P., Fleet Equity Partners VI, L.P., Fleet Venture
Resources, Inc., Chisholm Partners II, L.P., Saugatuck Capital
Company Limited Partnership III, PNC Capital Corp., Primus Capital
Fund III Limited Partnership and Preferred Networks, Inc.,
incorporated by reference to Exhibit 10.6 to Preferred Networks,
Inc.'s Registration Statement on Form S-1 (No. 33-80507).
Exhibit 2. Amendment dated December 12, 1995 to Purchase Agreement
dated June 21, 1995 among Centennial Fund IV, L.P., Fleet Equity
Partners VI, L.P., Fleet Venture Resources, Inc., Chisholm Partners
II, L.P., Saugatuck Capital Company Limited Partnership III, PNC
Capital Corp., Primus Capital Fund III Limited Partnership and
Preferred Networks, Inc., incorporated by reference to Exhibit 4 to
the Statement on Schedule 13D filed on April 21, 1997 by Centennial
Fund IV, L.P. and certain other investors in connection with common
stock of Preferred Networks, Inc.
Exhibit 3. Stockholders Agreement dated June 21, 1995 among
Centennial Fund IV, L.P., Fleet Equity Partners VI, L.P., Fleet
Venture Resources, Inc., Chisholm Partners II, L.P., Saugatuck
Capital Company Limited Partnership III, PNC Capital Corp., Primus
Capital Fund III limited partnership, Preferred Networks, Inc., and
certain other persons, incorporated by reference to Exhibit 10.7 to
Preferred Networks, Inc.'s Registration Statement on Form S-1 (No.
33-80507).
Exhibit 4. Registration Rights Agreement dated June 21, 1995 among
Centennial Fund IV, L.P., Fleet Equity Partners VI, L.P., Fleet
Venture Resources, Inc., Chisholm Partners II, L.P., Saugatuck
Capital Company Limited Partnership III, PNC Capital Corp., Primus
Capital Fund III limited partnership, Preferred Networks, Inc., and
certain other persons, incorporated by reference to Exhibit 10.8 to
Preferred Networks, Inc.'s Registration Statement on Form S-1 (No.
33-80507).
Exhibit 5. Form of Amendment to Registration Rights Agreement dated
June 21, 1995 among Centennial Fund IV, L.P., Fleet Equity Partners
VI, L.P., Fleet Venture Resources, Inc., Chisholm Partners II, L.P.,
Saugatuck Capital Company Limited Partnership III, PNC Capital
Corp., Primus Capital Fund III limited partnership, Preferred
Networks, Inc., and certain other persons, incorporated by reference
to exhibit E to Exhibit A to Preferred Networks, Inc.'s proxy
statement dated May 21, 1997.
Exhibit 6. Class A Redeemable Preferred Stock Purchase Agreement
dated as of May 21, 1997 among Centennial Fund IV, L.P., Fleet
Equity Partners VI, L.P., Fleet Venture Resources, Inc., Chisholm
Partners II, L.P., Saugatuck Capital Company Limited Partnership
III, PNC Capital Corp., Primus Capital Fund III Limited Partnership
and Preferred Networks, Inc., incorporated by reference to Exhibit A
to Preferred Networks, Inc.'s proxy statement dated May 21, 1997.
Exhibit 7. Rights and Preferences of the Class A Redeemable
Preferred Stock of Preferred Networks, Inc., incorporated by
reference to exhibits C and D to Exhibit A to Preferred Networks,
Inc.'s proxy statement dated May 21, 1997.
Exhibit 8. Form of Common Stock Purchase Warrant to be issued
pursuant to the Class A Redeemable Preferred Stock Purchase
Agreement dated as of May 21, 1997 among Centennial Fund IV, L.P.,
Fleet Equity Partners VI, L.P., Fleet Venture Resources, Inc.,
Chisholm Partners II, L.P., Saugatuck Capital Company Limited
Partnership III, PNC Capital Corp., Primus Capital Fund III Limited
Partnership and Preferred Networks, Inc., incorporated by reference
to exhibit C to Exhibit A to Preferred Networks, Inc.'s proxy
statement dated May 21, 1997.
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.
Date: August 5, 1997 /s/ David McL. Hillman
David McL. Hillman, Executive Vice President and
Principal of PNC Capital Corp.
Date: August 6, 1997 /s/ Robert L. Haunschild
Robert L. Haunschild, Chairman and President of
PNC Holding Corp, and Senior Vice President and Chief
Financial Officer of PNC Bank Corp.
SCHEDULE A
Set forth below are the names and present principal occupations of each of
the executive officers and directors of PNC Holding Corp., PNC Capital Corp.,
and PNC Bank Corp. All of the persons listed below are United States citizens.
I. DIRECTORS AND EXECUTIVE OFFICERS OF PNC HOLDING CORP.:
(A) Directors Principal Occupation/Address
Robert L. Haunschild Senior Vice President,
Chief Executive Officer
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Maria C. Schaffer Vice President and Controller
PNC Bank, Delaware
222 Delaware Avenue, 18th Floor
Wilmington, DE 19899
Calvert A. Morgan, Jr. Chairman, CEO, and President
PNC Bank, Delaware
222 Delaware Avenue
Wilmington, DE 19899
(B) OFFICERS PRINCIPAL OCCUPATION/ADDRESS
Maria C. Schaffer Controller and Treasurer
PNC Holding Corp.
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Robert L. Haunschild Chairman and President
PNC Holding Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Michelle L. Petrilli Secretary
Chief Market Counsel
PNC Bank, Delaware
222 Delaware Avenue, 18th Floor
Wilmington, DE 19899
II. DIRECTORS AND EXECUTIVE OFFICERS OF PNC CAPITAL CORP.:
(A) Directors Principal Occupation/Address
Robert L. Haunschild Executive Vice President
PNC Equity Management Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
David McL. Hillman Executive Vice President
PNC Equity Management Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Donald H. Jones President
DHJ Enterprises, Inc.
P.O. Box 463
Allison Park, PA 15101
Robert C. Milsom Retired
PNC Bank, N.A.
One PNC Plaza, Suite 2310
249 Fifth Avenue
Pittsburgh, PA 15222-2707
(A) Directors Principal Occupation/Address
Maria C. Schaffer Controller and Treasurer
PNC Capital Corp.
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2502
Konrad M. Weis Retired
Bayer Corporation
500 Grant Street
One Mellon Center
Pittsburgh, PA 15219-2502
Gary J. Zentner President
PNC Equity Management Corp.
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
(B) OFFICERS
Maria C. Schaffer Controller and Treasurer
PNC Capital Corp.
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Michelle L. Petrilli Secretary
Chief Market Counsel
PNC Bank, Delaware
222 Delaware Avenue, 18th Floor
Wilmington, DE 19899
Gary J. Zentner President
PNC Equity Management Corp.
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
III. DIRECTORS AND EXECUTIVE OFFICERS OF PNC BANK CORP.:
(A) Directors Principal Occupation/Address
Paul W. Chellgren Chairman and Chief Executive Officer
Ashland Inc.
P. O. Box 391
Ashland, KY 41114
Robert N. Clay President and Chief Executive Officer
Clay Holding Company
Three Chimneys Farm
Versailles, KY 40383
George A. Davidson, Jr. Chairman and Chief Executive Officer
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199
David F. Girard-diCarlo Managing Partner
Blank Rome Comisky & McCauley
Four Penn Center Plaza
Philadelphia, PA 19103
Carl G. Grefenstette Chairman and Chief Executive Officer
The Hillman Company
2000 Grant Building
Pittsburgh, PA 15219
(A) Directors Principal Occupation/Address
Bruce C. Lindsay Chairman and Managing Director
Brind-Lindsay & Co., Inc.
1520 Locust Street, Suite 1100
Philadelphia, PA 19102
Thomas Marshall Thomas Marshall Foundation
600 Grant Street, Suite 1080
Pittsburgh, PA 15219-2704
W. Craig McClelland Chairman and Chief Executive Officer
Union Camp Corporation
1600 Valley Road
Wayne, NJ 07470
Thomas H. O Brien Chairman and Chief Executive Officer
PNC Bank Corp.
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, PA 15222-2707
Jackson H. Randolph Chairman
Cinergy Corp.
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202
James E. Rohr President
PNC Bank, N.A.
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265
Roderic H. Ross Chairman and Chief Executive Officer
Keystone State Life Insurance Co.
1401 Walnut Street, 10th Floor
Philadelphia, PA 19102-3122
(A) Directors Principal Occupation/Address
Vincent A. Sarni Retired Chairman and Chief Executive
Officer
PPG Industries, Inc.
One PPG Place
Pittsburgh, PA 15272
Garry J. Scheuring Retired Vice Chairman
PNC Bank Corp.
Two Tower Center
East Brunswick, NJ 08816-1100
Richard P. Simmons Chairman, President and
Chief Executive Officer
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Thomas J. Usher Chairman and Chief Executive Officer
USX Corporation
600 Grant Street, Room 6170
Pittsburgh, PA 15219-4776
Milton A. Washington President and Chief Executive Officer
Allegheny Housing Rehabilitation
Corporation
5604 Baum Boulevard
Pittsburgh, PA 15206
Helge H. Wehmeier President and Chief Executive Officer
Bayer Corporation
500 Grant Street, Suite 5300
Pittsburgh, PA 15219-2507
(B) OFFICERS
Robert L. Haunschild Senior Vice President
Chief Financial Officer
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Helen P. Pudlin Senior Vice President and
General Counsel
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
James E. Rohr President
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Thomas H. O Brien Chairman and CEO
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
