SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
UTILX CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title OF Class of Securities)
918031105
- --------------------------------------------------------------------------------
(CUSIP Number)
VC HOLDINGS, INC.
250 Park Avenue
New York, New York 10017
(212) 867-3800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
August 26, 1996
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with the statement.|_|
<PAGE>
SCHEDULE 13D
CUSIP NO. 918031105 Page 2 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
TRILON DOMINION PARTNERS, L.L.C. 13-3838873
------------
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3.
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4. SOURCE OF FUNDS*
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5. CHECK BOX 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
Delaware
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 311,565
OWNED BY ----------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING --------------------------------
PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,565
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.34%
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14. TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 918031105 Page 3 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
VC HOLDINGS, INC. 13-3838864
------------
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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5. CHECK BOX 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
Delaware
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 311,565
OWNED BY -----------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING --------------------------------
PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565
------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,565
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.34%
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14. TYPE OF REPORTING PERSON*
HC
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- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 918031105 Page 4 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
RONALD W. CANTWELL
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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5. CHECK BOX 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
United States Citizen
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 311,565
OWNED BY ----------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING --------------------------------
PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,565
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.34%
-------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
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- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 918031105 Page 5 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION CAPITAL, INC. 54-1348068
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
-------------------------------------------------------------------------
5. CHECK BOX 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
Virginia
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY ----------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING --------------------------------
PERSON WITH 10. SHARES DISPOSITIVE POWER - 0 -
-------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |X|
See Item 5
-------------------------------------------------------------------------
13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 918031105 Page 6 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR ISR
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION RESOURCES, INC.
54-1229715
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY -----------------------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING --------------------------------
PERSON WITH 10. SHARES DISPOSITIVE POWER - 0 -
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |X|
See Item 5
-------------------------------------------------------------------------
13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
0%
-------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
-------------------------------------------------------------------------
- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 20 Pages
AMENDMENT NO. 4 TO SCHEDULE 13D
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this is the first electronic amendment to a paper format
Schedule 13D originally filed by Dominion Resources, Inc., a Virginia
corporation ("Resources"), and Dominion Capital, Inc., a Virginia corporation
("Capital"), dated June 7, 1993 (the "Original Statement"), as amended and
supplemented by Amendment No. 1, dated November 8, 1993 ("Amendment No. 1"),
Amendment No. 2, dated March 2, 1995 ("Amendment No. 2") and Amendment No. 3,
dated July 31, 1995 ("Amendment No. 3") and accordingly amends and restates the
text of the Original Statement, Amendment No. 1, Amendment No. 2 and Amendment
No. 3. However, pursuant to Rule 13d-2(c) this amended and restated Schedule 13D
does not set forth the previously filed paper exhibits. This statement (the
"Statement") is being filed by Trilon Dominion Partners, L.L.C., a Delaware
limited liability company, formerly known as Venture Capital Equities, L.L.C.
(the "LLC") pursuant to Rule 13d-2(a) under the Act as a result of the sale by
the LLC of part of its position in the Common Stock (as defined below) of the
Issuer (as defined below) as more fully described below.
ITEM 1. SECURITY AND ISSUER
The LLC hereby amends, supplements and restates the statement on
Schedule 13D relating to the Common Stock (the "Common Stock") of UTILX
Corporation, a Delaware corporation (the "Issuer"), as originally filed by
Resources and Capital.
Unless otherwise indicated. each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Original Statement.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the LLC, VC Holdings, Inc., a
Delaware corporation ("VC Holdings"), Ronald W. Cantwell ("Mr.
Cantwell"), Capital and Resources.
<PAGE>
Page 8 of 20 Pages
The LLC is a Delaware limited liability company. Its principal business
address and the address of its principal office is 250 Park Avenue, New York New
York 10017. The LLC was formed for the purpose of acquiring a diversified
portfolio of venture capital investments. The sole Manager of the LLC is VC
Holdings, which wholly owns 100% of the voting Class A membership in the LLC.
The only other member of the LLC is Capital, which holds a non-voting Class B
membership interest in the LLC.
VC Holdings is a Delaware corporation, its principal business address and
the address of its principal office is 250 Park Avenue, New York, New York
10017. VC Holdings is the sole Manager and the holder of 100% of the voting
interests of the LLC and was formed for the purpose of acting in such capacity.
Mr. Cantwell is the sole shareholder of VC Holdings.
Mr. Cantwell is a citizen of the United States. His principal
business address and the address of his principal office is 250 Park
Avenue, New York, New York 10017. Mr. Cantwell is the President of VC
Holdings.
Capital is a Virginia corporation. Its principal business address and the
address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Capital was formed in 1985 to provide investment management services and
specialized finance advice to Resources and its other non-regulated
subsidiaries. Capital owns a non-voting Class B membership interest in the LLC.
Capital is a wholly-owned subsidiary of Resources.
Resources is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Resources is a holding company. Its subsidiaries are principally involved
in the electric power business and are also active in the real estate and
investment management businesses.
The directors and executive officers of VC Holdings, Capital and Resources
are set forth on Schedules I, II, and III, respectively attached hereto.
Schedules I, II and III set forth the following, information with respect to
each such person.
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal
business and address of any corporation
<PAGE>
Page 9 of 20 Pages
or other organization in which such employment is conducted; and
(iv) citizenship.
During the last five years, none of the LLC, VC Holdings, Mr. Cantwell,
Capital, Resources or any person named in Schedules I, II or III attached hereto
has been (a) convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In numerous open market transactions from 1988 through June 7, 1993,
Capital acquired 793,134 shares of Common Stock from time to time for an
aggregate cash consideration of $3,466,198.40. Working capital of Capital was
used to purchase such Common Stock. In the same period, Capital sold 125,000
shares of Common Stock for an aggregate consideration of $1,209,996.90.
On October 31, 1993, through conversions of 100,571 shares of Series B
Convertible Preferred Stock and 11,353 shares of Series C Convertible Preferred
Stock into Common Stock, Capital acquired an additional 373,831 shares of Common
Stock. Capital acquired the Series B Convertible Preferred Stock on March 25,
1988, for an aggregate cash consideration of $1,137,374.29, and Capital acquired
the Series C Convertible Preferred Stock on May 18, 1988, for an aggregate cash
consideration of $496,064.00. Working capital of Capital was used to purchase
both series of Preferred Stock. In numerous open market transactions from July
21, 1993 through January 31, 1995, Capital sold 576,350 shares of Common Stock
for an aggregate cash consideration of $3,458,189.75.
On June 30, 1995, Capital contributed all of its shares of Common
Stock (as part of a specified investment portfolio) to the LLC in
exchange for a non-voting Class B Membership interest in the LLC. See
Items 5 and 6 below.
In several open market transactions from July 31, 1996 through August 29,
1996 the LLC sold 115,000 shares of Common Stock for an aggregate cash
consideration of $425,400.00.
<PAGE>
Page 10 of 20 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The shares referred to in Item 5 below were acquired by the LLC for
investment purposes. At any time the LLC may determine to dispose of some or all
of its holdings of Common Stock of the Issuer. Any decision by the LLC to
dispose of some or all of its holdings of Common Stock of the Issuer will
depend, however, on numerous factors, including, without limitation, the price
of shares of Common Stock of the Issuer, the terms and conditions relating to
their sale, the prospects and profitability of the Issuer, other business and
investment alternatives of the LLC and general economic and market
conditions.
The LLC has no present intention to influence or direct the Issuer's
affairs, modify its corporate structure or interfere with the business
decisions of its management.
Except as set forth above, none of the Reporting Persons nor, to the best
knowledge of such persons, any executive officer or director or any of the
Reporting Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or in dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) a class of securities of the Issuer 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 Issuer to become 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. The Reporting
Persons may formulate plans or proposals with respect to one or more of the
foregoing in the future.
<PAGE>
Page 11 of 20 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Currently, the LLC is the registered and direct beneficial owner of
311,565 shares of Common Stock of the Issuer, representing as of June 30, 1996
approximately 4.34% of the outstanding shares of Common Stock of the Issuer.
At the time of the Original Statement, Capital directly owned 668,134
shares of Common Stock, constituting approximately 9.97% of the outstanding
shares of Common Stock of the Issuer. At the time of Amendment No. 1, Capital
directly owned 465,615 shares of Common Stock, constituting approximately 6.95%
of the outstanding shares of Common Stock of the Issuer. At the time of
Amendment No. 2, Capital directly owned 426,565 shares of Common Stock,
constituting approximately 5.897% of the outstanding shares of Common Stock of
the Issuer. At the time of Amendment No. 3, Capital directly owned and
transferred to the LLC 426,565 shares of Common Stock, constituting
approximately 5.937% of the outstanding shares of Common Stock of the Issuer.
(b) The LLC has voting and dispositive power with respect to the 311,565
shares of Common Stock by virtue of its direct ownership of such shares.
VC Holdings may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of 100% of the voting interest
of the LLC and its status as sole Manager of the LLC.
Mr. Cantwell may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of his ownership of all of the voting stock of
VC Holdings.
Capital may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership interest in the LLC, which
ownership interest entitles Capital to veto (except in certain limited
circumstances) any sale of such shares of Common Stock by the LLC for a purchase
price below the agreed fair market value of such shares at the time of their
contribution to the LLC. Capital disclaims, however, any indirect beneficial
ownership interest in the shares of Common Stock owned directly by the LLC.
Resources may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have
<PAGE>
Page 12 of 20 Pages
shared voting and dispositive power with respect to such shares by virtue of its
ownership of all of the voting stock of Capital. Resources disclaims, however,
any indirect beneficial ownership interest in the shares of Common Stock owned
directly by the LLC.
Except as described herein, none of VC Holdinqs, Mr. Cantwell,
Capital, Resources or any other person referred to in Schedules I, II or III
attached hereto may be considered direct beneficial owners of shares of Common
Stock. None of the LLC, VC Holdings, Mr. Cantwell, Capital, Resources or any
other person referred to in Schedu1es I, II or III has acquired or disposed of
any shares of Common Stock during the past sixty days.
(c) On July 31, 1996, in open market transactions, the LLC sold 5,000
shares of Common Stock at a price of $3.50 per share, for an aggregate cash
consideration of $17,500. On August 16, 1996, in open market transactions, the
LLC sold 25,000 shares of Common Stock at a price of $3.50 per share, for an
aggregate cash consideration of $87,500. On August 19, 1996, in open market
transactions, the LLC sold 20,000 shares of Common Stock at a price of $3.50 per
share, for an aggregate cash consideration of $70,000. On August 26, 1996, in
open market transactions, the LLC sold 25,000 shares of Common Stock at a price
of $3.88 per share for an aggregate cash consideration of $97,000. On August 29,
1996, in open market transactions, the LLC sold 40,000 shares of Common Stock at
a price of $3.835 per share for an aggregate cash consideration of $153,400.
(d) Not applicable
(e) August 26, 1996
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
VC Holdings is the owner of a voting Class A membership interest in the
LLC, representing 100% of the voting interests of the LLC. VC Holdings is also
the sole Manager of the LLC. Capital is the only other member of the LLC and is
the owner of a non-voting Class B membership interest. Pursuant to the Operating
Agreement for the LLC, formerly known as Venture Capital Equities, L.L.C., dated
as of June 30, 1995, between VC Holdings and Capital (the "Operating
Agreement"), a copy of which was filed as Exhibit A to Amendment No. 3, VC
Holdings has the full, exclusive and complete power and authority to make all
<PAGE>
Page 13 of 20 Pages
decisions regarding the management and sale of the LLC's investment portfolio
(including the shares of Common Stock of the Issuer), except that the consent of
Capital is required (except in certain limited circumstances) for the sale of
any investment (including the shares of Common Stock) by the LLC for a purchase
price below the agreed fair market value of such investment at the time of its
contribution to the LLC.
Pursuant to the Operating Agreement, net cash flow from the LLC (after
provision for the LLC's operating expenses, including the payment of an annual
management fee to VC Holdings) shall be distributed in the following order of
priority: first, to Capital and VC Holdings in proportion to their respective
unrecovered capital contributions; second, to Capital until it has received a
preferred return on its unrecovered capital contributions equal to 3% in year
one, 5% in year two and 8% thereafter; and the balance, 50% to Capital and 50%
to VC Holdings.
The foregoing summary of certain provisions of the Operating Agreement is
not intended to be complete and is qualified in its entirety by the complete
text of such document which is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons and (to the best
of the Reporting Persons' knowledge) none of the persons named in Schedules I,
II or III hereto has any contracts, arrangements, understandings or
relationships (lega1 or otherwise) with any person with respect to, any
securities of the Issuer, including but not limited to, any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan 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 A - Operating Agreement for the LLC, formerly known as
Venture Capital Equities, L.L.C., dated as of June 30,
1995 filed as an Exhibit to Amendment No. 3.
<PAGE>
Page 14 of 20 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 10, 1996 TRILON DOMINION PARTNERS, L.L.C.
By: VC HOLDINGS, Inc.,
its Manager
By: /s/ Ronald W. Cantwell
------------------------------------
Name: Ronald W. Cantwell
Title: President
VC HOLDINGS, INC.
By: /s/ Ronald W. Cantwell
------------------------------------
Name: Ronald W. Cantwell
Title: President
/s/ Ronald W. Cantwell
----------------------------------------
Ronald W. Cantwell
DOMINION CAPITAL, INC.
By: /s/ Daniel A. Hillsman, Jr.
------------------------------------
Name: Daniel A. Hillsman, Jr.
Title: Vice President
DOMINION RESOURCES, INC.
By: /s/ Linwood R. Robertson
------------------------------------
Name: Linwood R. Robertson
Title: Senior Vice President
<PAGE>
Page 15 of 20 Pages
SCHEDULE I
The name and present principal occupation of each of the executive
officers and directors of VC Holdings are set forth below. Unless otherwise
noted, each of these persons are United States citizens and have as their
business address at 250 Park Avenue, New York, New York 10017.
Principal
Position with Occupation
Name VC Holdings and Address
---- ---------- -----------
Ronald W. Cantwell President and Same
Director
Jack R. Sauer Vice President, Same
Chief Financial
Officer, Assistant
Secretary, Director
William J. Hopke Executive Vice Same
President and
Director 10800 Midlothian Tpke.,
Suite 129
Richmond, Virginia 23235
William P. Gendron Secretary and Same
Treasurer
<PAGE>
Page 16 of 20 Pages
SCHEDULE II
Executive Officers and Directors of
Dominion Capital, Inc.
Principal Occupation
Name Title or Employment
---- ----- --------------------
Thos. E. Capps Director, Chairman See Schedule III
David L. Heavenridge President, Chief See Schedule III
Executive Officer
and Director
Henry C. Riely Corporate Secretary Corporate Secretary
of Capital; an Assistant
Corporate
Secretary of
Resources and other
direct and indirect
subsidiaries of
Resources
John W. Harris Director President and
Managing Partner
The Harris Group,
Rotunda Suite 175
4201 Congress Street
Charlotte, NC 28209
David A. Wollard Director President
Bank One Colorado
Corporation
1125 17th Street
Suite 200
P.O. Box 17669
Denver, CO 80217-0669
Paul J. Bonavia Director See Schedule III
John B. Bernhardt Director See Schedule III
Thomas N. Chewning Director See Schedule III
Frank S. Royal Director See Schedule III
William T. Roos Director See Schedule III
<PAGE>
Page 17 of 20 Pages
Daniel A. Vice President Vice President of
Hillsman, Jr. Capital
Charles E. Coudriet Senior Vice President- Vice President of
Capital
Donald T. Vice President Vice President of
Herick, Jr. Capital
Dennis W. Hedgepeth Treasurer Treasurer of Capital
Hayden D. McMillian Senior Vice President Senior Vice President of
Capital
James L. Trueheart Senior Vice President See Schedule III
and Chief Financial
Officer
Mark P. Mikuta Controller Controller of Capital
The business address of each of the foregoing individuals except Messrs.
Harris, Wollard, Bernardt, Royal, Roos and Simmons is 901 East Byrd Street,
Richmond, Virginia 23219. The respective business addresses of Messrs.
Bernhardt, Royal, Roos and Simmons are set forth under "Principal Occupation or
Employment" on Schedule III.
<PAGE>
Page 18 of 20 Pages
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF
DOMINION RESOURCES, INC.
PRINCIPAL OCCUPATION
NAME TITLE OR EMPLOYMENT
---- ----- --------------------
John B. Bernhardt Director Managing Direcrtor,
Bernhardt/Gibson Financial
Opportunities,
11817 Canon Boulevard,
Suite 502, Newport News,
Virginia 23606, a
financial services firm
Thos. E. Capps Chairman and Chairman of the Board of
Chief Executive Directors President, Chief
of Resources Executive Officer and
and Director Director of Resources
Linwood R. Robertson Senior Vice Senior Vice President -
President - Finance, Treasurer and
Finance, Corporate Secretary
Treasurer
and Corporate
Secretary
James L. Trueheart Vice President Vice President and
and Controller Controller of Resources
David L. Heavenridge Senior Vice Senior Vice President of
President Resources and an officer
and/or Director of various
subsidiaries of Resources
Thomas F. Farrell, II Vice President Vice President and General
and General Counsel of Resources
Counsel
Donald T. Herrick, Jr. Vice President Vice President of
Resources and an officer
and/or Director of various
subsidiaries of Resources
Paul J. Bonavia Senior Vice Senior Vice President - Corporate
President - of Resources
Corporate
Thomas N. Chewning Senior Vice Senior Vice President
President of Resources
John B. Adams, Jr. Director President and Chief
Executive Officer The
<PAGE>
Page 19 of 20 Pages
Bowman CompaniesOne Bowman Drive,
Fredericksburgh, VA 22408
PRINCIPAL OCCUPATION
NAME TITLE OR EMPLOYMENT
---- ----- --------------------
Benjamin J. Lambert, Director Optometrist
III -------- 904 North First Street
Richmond, VA 23219
Richard L. Director Former President and
Leatherwood Chief Executive Officer
CSX Equipment
Corporation
3805 Greenway
Baltimore, MD 21218
Harvey L. Lindsay, Director Chairman and Chief
Jr. Executive Officer
Harvey Lindsay Commercial
Real Estate
Dominiom Tower, Suite 1400
999 Waterside Drive
Norfolk, VA 23510
Kenneth A. Randall Director Corporate Director of
various public companies
6 Whittaker's Mill
Williamsburg, VA 23185
William T. Roos Director Retired President
Penn Luggage, Inc.
2820 Build America Drive
Hampton, VA 23666
Frank S. Royal Director Physician
East End Medical Building
1122 North 25th Street,
Suite A
Richmond, VA 23223
Judith B. Sack Director Senior Advisor
Morgan Stanley & Co., Inc.
1251 Avenue of the Americas
New York, New York 10020
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Page 20 of 20 Pages
PRINCIPAL OCCUPATION
NAME TITLE OR EMPLOYMENT
---- ----- --------------------
S. Dallas Simmons Director President
Virginia Union University
1500 North Lombardy Street
Richmond, VA 23220
Robert H. Spilman Director Chief Executive Officer
Chairman of the Board
Bassett Furniture
Industries, Inc.
245 Main Street
P.O. Box 626
Bassett, VA 24055
The business address of Messrs. Capps, Baucom, Robertson, Munsey,
Heavenridge, Herrick, Bonavia, Chewning, Trueheart, Martin and Farrell is
901 East Byrd Street, Richmond, Virginia 23219. The respective business
addresses of the remaining executive officers and directors of Resources are
set forth under "Principal Occupation or Employment" above.
