SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Minnesota Educational Computing Corporation (MECC)
____________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
____________________________________________________________
(Title of Class of Securities)
60400P 10 4
____________________________________________________________
(CUSIP Number)
Neal S. Winneg, Esq.
SoftKey International Inc.
One Athenaeum Street
Cambridge, MA 02142
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom
One Beacon Street
Boston, MA 02108
(617) 573-4800
October 30, 1995
____________________________________________________________
(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 this
Statement: (X)
SCHEDULE 13D
CUSIP No. 60400P 10 4
__________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SoftKey International Inc.
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
__________________________________________________________________
(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
__________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ____________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 794,284
EACH ____________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ____________________________________
(10) SHARED DISPOSITIVE POWER
0
__________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
794,284
__________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) (X)
__________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
__________________________________________________________________
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
__________________________________________________________________
Item 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
Statement relates is the Common Stock, par value $.01 per share
(the "Company Common Stock"), of Minnesota Educational Computing
Corporation (MECC) (the "Company"), 6160 Summit Drive North,
Minneapolis, Minnesota 54430.
Item 2. IDENTITY AND BACKGROUND
(a)-(c) and (f) This Statement is filed on behalf of
SoftKey International Inc., a Delaware corporation ("SoftKey").
SoftKey is a developer and publisher of consumer software for
personal computers, primarily produced on CD-ROM. The address of
SoftKey's principal business and principal office is One
Athenaeum Street, Cambridge, Massachusetts 02142.
Information required by General Instruction C to Schedule
13D with respect to the directors and executive officers of
SoftKey is set forth on Exhibit A hereto and is incorporated
herein by this reference.
(d) and (e) To SoftKey's knowledge, during the last five
years neither SoftKey nor any of its directors or executive
officers has been (i) convicted in a criminal proceeding or (ii)
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating any activities subject to, federal or
state securities laws or finding any violation of such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Voting Agreement described in Item 4 of this Statement,
which description is incorporated herein by this reference, was
entered into by SoftKey as a condition and an inducement to
SoftKey's willingness to enter into an Agreement and Plan of
Merger, dated as of October 30, 1995 (the "Merger Agreement") by
and among SoftKey, SchoolCo Inc., a Minnesota corporation and a
wholly owned subsidiary of SoftKey ("Sub"), and the Company.
Except as set forth in the preceding sentence, the parties to the
Voting Agreement paid no consideration in connection with
entering into the Voting Agreement.
Item 4. PURPOSE OF THE TRANSACTION
On October 30, 1995, SoftKey, Sub and the Company entered
into the Merger Agreement, pursuant to which, among other things,
(i) Sub will merge with and into the Company (the "Merger") with
the Company surviving the Merger as a wholly owned subsidiary of
SoftKey and (ii) each share of Company Common Stock will be
converted into a number of shares of Common Stock, par value $.01
per share, of SoftKey ("SoftKey Common Stock") equal to the
result (the "Exchange Ratio") obtained by dividing $40 by the
volume weighted average of the closing prices for SoftKey Common
Stock on the Nasdaq National Market ("NNM") for the twenty full trading
days ending on the third full trading day prior to the effective
time of the Merger; provided however, that in no event will the
Exchange Ratio be greater than 1.14286 or less than .88889. At the
effective time of the Merger (the "Effective Time"), the Board of
Directors of Sub will become the Board of Directors of the Company,
and the articles of incorporation and by-laws of Sub will become
those of the Company. SoftKey intends, after the Merger is
consummated, to take advantage of certain economies of scale and
synergies in such areas as sales, marketing and general
administrative operations, and to continue Company operations
in Minneapolis. After the Merger is consummated, the shares
of Company Common Stock will become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act"), and will be delisted from quotation
on the NNM. The Merger is subject to the satisfaction of a number
of conditions, including, among others, approval and adoption of the
Merger Agreement by the requisite vote of the Company's stockholders,
approval by the requisite vote of SoftKey stockholders of the
issuance of shares of SoftKey Common Stock in the Merger, the
effectiveness of a registration statement filed under the
Securities Act of 1933, as amended, for the shares of SoftKey
Common Stock to be issued in the Merger, and the expiration of
applicable waiting periods under pre-merger notification
regulations.
On October 30, 1995, concurrently with entering into the
Merger Agreement, SoftKey entered into a voting agreement (the
"Voting Agreement") with North American Fund II, L.P., a limited
Delaware partnership and a business development company (the
"Fund"). The address of the Fund's principal business and
principal office is 135 South LaSalle Street, Suite 4000,
Chicago, Illinois 60603. The Voting Agreement was entered into
by the Fund as an inducement to SoftKey to enter into the Merger
Agreement.
Pursuant to the Voting Agreement, the Fund has agreed, among
other things, subject to certain conditions set forth in the
Voting Agreement, to vote 794,284 shares of Company Common Stock
(the "Voting Agreement Shares") (a) in favor of the approval and
adoption of the Merger Agreement and the Merger at every meeting
of the stockholders of the Company at which such matters are
considered and at every adjournment thereof, and (b) against any
other acquisition or proposed acquisition of the Company (whether
by way of merger, purchase of capital stock, purchase of assets
or otherwise). The Fund has agreed to deliver to SoftKey upon
request immediately prior to any vote contemplated by clause (a)
or (b) above a proxy substantially in the form attached to the
Voting Agreement as Annex A (the "Proxy"), which Proxy shall be
irrevocable during the term of the Voting Agreement to the extent
permitted under Minnesota law and subject to the conditions set
forth in the Voting Agreement.
In addition, the Fund has agreed that it will not, nor will
it permit any entity under its control to, deposit any of the
Voting Agreement Shares in a voting trust or subject any of such
shares to any arrangement with respect to the voting of such
shares inconsistent with the Voting Agreement.
Pursuant to the Voting Agreement, the Fund has agreed not to
sell, assign, pledge, transfer or otherwise dispose of, or grant
any proxies with respect to (except for a Proxy or a proxy which
is not inconsistent with the Voting Agreement) any of the Voting
Agreement Shares.
The Voting Agreement terminates upon the earliest to occur
of (i) the effective time of the Merger, and (ii) the date on
which the Merger Agreement is terminated in accordance with its
terms. In addition, the obligation of the Fund to vote the
Voting Agreement Shares in accordance with the terms of the
Voting Agreement and to deliver the Proxy, and the validity of a
Proxy delivered under the Voting Agreement, is conditional on the
Parent Price (as hereinafter defined) being at least $30. The
"Parent Price," as used in the Voting Agreement, refers to the
volume weighted average of the closing prices of SoftKey Common
Stock on the NNM for the twenty full trading days immediately
preceding the meeting of the stockholders of the Company (or
adjournment thereof) at which the Merger and the Merger Agreement
are considered.
The summary of the Voting Agreement contained herein is
qualified in its entirety by the text of the Voting Agreement, a
copy of which is attached as Exhibit B hereto and which is hereby
incorporated herein by this reference.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 30, 1995, SoftKey owned beneficially
794,284 shares of Company Common Stock, which constitute all of
the Voting Agreement Shares. Such shares represent approximately
9.9% of the total number of shares of Company Common Stock
outstanding as of such date. SoftKey has no beneficial interest
or rights with respect to any other shares of Company Common
Stock owned beneficially by the Fund or any other holder of
shares of Company Common Stock, and SoftKey disclaims beneficial
ownership for the purposes of Section 13(d) and 13(g) of the
Exchange Act, and for any other purpose, of any such shares.
SoftKey expressly disclaims membership in any "group," as such
term is used for the purposes of Sections 13(d) and 13(g) of
the Exchange Act, with respect to shares of Company Common Stock.
Reference is made to Item 4 above for information concerning
the Fund, which information is incorporated herein by this
reference. To SoftKey's knowledge, during the last five years
the Fund has not been (i) convicted in a criminal proceeding or
(ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating any activities subject to, federal or
state securities laws or finding any violation of such laws.
(b) Subject to the terms of the Voting Agreement, SoftKey
has certain rights to vote or direct the vote of the Voting
Agreement Shares. Except for SoftKey's rights to vote or direct
the vote of the Voting Agreement Shares as provided in the Voting
Agreement, SoftKey has no power to vote or direct the vote or
dispose of or direct the disposition of any shares of Company
Common Stock.
(c) SoftKey has not effected any transaction in the shares
of Company Common Stock during the past sixty days. To SoftKey's
knowledge, none of the directors or executive officers of SoftKey
set forth on Exhibit A hereto has effected any transaction in the
shares of Company Common Stock during the past sixty days.
(d) To the knowledge of SoftKey, the Fund has the right to
receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, the Voting Agreement Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The information set forth in Item 4 is hereby incorporated
herein by this reference.
SoftKey will pay its financial advisor, Bear, Stearns & Co.
Inc. ("Bear Stearns"), a fee for services performed by Bear
Stearns in connection with the Merger Agreement and the Merger.
Except as set forth or incorporated by reference in this
Statement, neither SoftKey nor, to SoftKey's knowledge, any of
SoftKey's directors and executive officers set forth on Exhibit A
hereto, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect
to any securities of the Company, including, but not limited to
the transfer or voting of any of the shares of Company Common
Stock, finders fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Directors and executive officers of SoftKey
Exhibit B -- Voting Agreement
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.
Dated: November 9, 1995
SOFTKEY INTERNATIONAL INC.
By: /s/ Neal S. Winneg
Name: Neal S. Winneg
Title: Vice President,
Secretary and General
Counsel
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
A Directors and executive officers
of SoftKey
B Voting Agreement
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTKEY
Set forth below is the name, current business address and
the present principal occupation or employment of each director
and executive officer of SoftKey. The principal address of
SoftKey and, unless otherwise indicated below, the current
business address for each individual listed below is One
Athenaeum Street, Cambridge, Massachusetts 02142. Unless
otherwise indicated, each such person is a citizen of the United
States. Unless otherwise indicated, each occupation set forth
opposite the individual's name refers to employment with SoftKey.
NAME AND CURRENT PRESENT PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT AND CITIZENSHIP
Michael J. Perik Chairman of the Board and Chief
Executive Officer. Mr. Perik is a
citizen of Canada.
Kevin O'Leary President and a director. Mr
O'Leary is a citizen of Canada.
Robert Gagnon Director. Mr. Gagnon is a director
1120 rue Cherbourg and Executive Vice President of
C.P. 2300 SoftKey Software Products Inc., a
Sherbrooke subsidiary of SoftKey ("SoftKey
Quebec, Canada JIJ 3Y3 Software"). Mr. Gagnon is a
citizen of Canada.
Alexander W. Hoag Executive Vice President, Products
and Chief Technology Officer.
David E. Patrick Executive Vice President, Worldwide
Sales.
Edward J. Sattizahn Executive Vice President,
Marketing.
R. Scott Murray Chief Financial Officer. Mr.
Murray is a citizen of Canada.
Neal S. Winneg Vice President, General Counsel and
Secretary.
Michael A. Bell Director. Mr. Bell is a director
Monitor Company, Inc. and officer of Monitor Company,
(management consulting firm) Inc., a management consulting firm,
25 First Street, 2nd Floor and a group of affiliated
Cambridge, MA 02141 companies.
Robert Rubinoff Director. Mr. Rubinoff is also a
Inglewood Holdings director of SoftKey Software. Mr.
(private investment firm) Rubinoff is a citizen of Canada.
162 Cumberland Street
Suite 302
Ontario, Canada M5R 1A8
Scott M. Sperling Director. Mr. Sperling is a
Thomas H. Lee Company Managing Director of the Thomas H.
(private investment company) Lee Company, a private investment
75 State Street, Suite 2600 company.
Boston, MA 02109
EXHIBIT B
VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement"), dated as of
October 30, 1995, between North American Fund II, L.P., a
Delaware limited partnership and a stockholder (the
"Stockholder") of Minnesota Educational Computing
Corporation (MECC), a Minnesota corporation (the
"Company"), and SoftKey International Inc., a Delaware
corporation ("Parent").
WHEREAS, concurrently with the execution of
this Agreement, the Company, Parent and SchoolCo Inc., a
Minnesota corporation and a wholly owned subsidiary of
Parent ("Sub"), have entered into an Agreement and Plan
of Merger (as the same may be amended from time to time,
the "Merger Agreement"), providing for the merger (the
"Merger") of Sub with and into the Company pursuant to
the terms and conditions of the Merger Agreement; and
WHEREAS, upon consummation the Merger, the
stockholders of the Company will receive a number of
shares of common stock, par value $.01 per share, of
Parent ("Parent Common Stock") equal to the Exchange
Ratio (as defined in the Merger Agreement) for each share
of common stock, par value $.01 per share (the "Company
Common Stock") of the Company owned by them;
WHEREAS, the Stockholder owns of record and
beneficially 1,461,762 shares of Company Common Stock
wishes to enter into this Agreement with respect to
794,284 of such shares (such 794,284 shares of Company
Common Stock being referred to as the "Shares"); and
WHEREAS, in order to induce Parent to enter
into the Merger Agreement, the Stockholder has agreed,
upon the terms and subject to the conditions set forth
herein, to vote the Shares and to deliver an irrevocable
proxy to Parent to vote the Shares at a meeting of the
Company's stockholders, in favor of approval and adoption
of the Merger Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Agreement to Vote Shares. The Stockholder
agrees during the term of this Agreement to vote the
Stockholder's Shares, in person or by proxy, (a) in favor
of approval and adoption of the Merger Agreement and the
Merger at every meeting of the stockholders of the
Company at which such matters are considered and at every
adjournment thereof, and (b) against an Alternative
Acquisition (as such term is defined in the Merger
Agreement). The Stockholder agrees to deliver to Parent
upon request immediately prior to any vote contemplated
by clause (a) or (b) above a proxy substantially in the
form attached hereto as Annex A (a "Proxy"), which Proxy
shall be irrevocable during the term of this Agreement to
the extent permitted under Minnesota law, and Parent
agrees to vote the Shares subject to each such Proxy in
favor of approval and adoption of the Merger Agreement
and the Merger. Notwithstanding anything herein to the
contrary, the obligation of the Stockholder to vote its
Shares in accordance with the terms of this Agreement and
to deliver the Proxy, and the validity of a Proxy
delivered hereunder, will be conditional on the Parent
Price (as hereinafter defined) being at least $30. The
"Parent Price," as used herein, refers to the volume
weighted average of the closing prices of Parent Common
Stock on the Nasdaq National Market for the twenty full
trading days immediately preceding the meeting of the
stockholders of the Company (or adjournment thereof) at
which the Merger and the Merger Agreement are considered.
2. No Voting Trusts. The Stockholder agrees
that the Stockholder will not, nor will the Stockholder
permit any entity under the Stockholder's control to,
deposit any of the Stockholder's Shares in a voting trust
or subject any of its Shares to any arrangement with
respect to the voting of the Shares inconsistent with
this Agreement.
3. Limitation on Dispositions and Proxies.
During the term of this Agreement, the Stockholder agrees
not to sell, assign, pledge, transfer or otherwise
dispose of, or grant any proxies with respect to (except
for a Proxy or a proxy which is not inconsistent with the
terms of this Agreement) any of the Stockholder's Shares.
4. Specific Performance. Each party hereto
acknowledges that it will be impossible to measure in
money the damage to the other party if a party hereto
fails to comply with the obligations imposed by this
Agreement, that, in the event of any such failure, the
other party will not have an adequate remedy at law or in
damages. Accordingly, each party hereto agrees that
injunctive relief or other equitable remedy, in addition
to remedies at law or damages, is the appropriate remedy
for any such failure and will not oppose the granting of
such relief on the basis that the other party has an
adequate remedy at law. Each party hereto agrees that it
will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with any
other party's seeking or obtaining such equitable relief.
5. Term of Agreement; Termination. Subject
to Section 9(e), the term of this Agreement shall
commence on the date hereof and such term and this
Agreement shall terminate upon the earliest to occur of
(i) the Effective Time, and (ii) the date on which the
Merger Agreement is terminated in accordance with its
terms. Upon such termination, no party shall have any
further obligations or liabilities hereunder; provided,
that such termination shall not relieve any party from
liability for any breach of this Agreement prior to such
termination.
6. Representations and Warranties of the
Stockholders. Each Stockholder represents and warrants
to Parent that, as of the date hereof, (a) such
Stockholder has full legal power and authority to execute
and deliver this Agreement and the Proxy, and (b) such
Stockholder's Shares are free and clear of all proxies
(except for a proxy which is not inconsistent with the
terms of this Agreement).
7. Entire Agreement. This Agreement
supersedes all prior agreements, written or oral, among
the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the
parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified,
and no provisions hereof may be modified or waived,
except by an instrument in writing signed by all parties
hereto. No waiver of any provisions hereof by any party
shall be deemed a waiver of any other provisions hereof
by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
8. Notices. All notices, requests, claims,
demands or other communications hereunder shall be in
writing and shall be deemed given when delivered
personally, upon receipt of a transmission confirmation
if sent by telecopy or like transmission (with
confirmation) and on the next business day when sent by
Federal Express, Express Mail or other reputable
overnight courier service to the parties at the following
addresses (or at such other address for a party as shall
be specified by like notice):
If to Parent:
SoftKey International Inc.
One Athenaeum Street
Cambridge, MA 02142
Attention: Office of the General Counsel
Telecopy: (617) 494-5660
With a copy to:
Skadden, Arps, Slate, Meagher & Flom
One Beacon Street
Boston, Massachusetts 02108
Attention: Louis A. Goodman, Esq.
Telecopy: (617) 573-4822
If to Stockholder:
North American Fund II, L.P.
135 South LaSalle Street, Suite 4000
Chicago, IL 60603
Attention: Charles L. Palmer
Telecopy: (312) 332-1540
With a copy to:
Gardner, Carton & Douglas
Quaker Tower, Suite 3400
321 North Clark Street
Chicago, IL 60160-4795
Attention: Charles R. Manzoni, Jr., Esq.
Telecopy: (312) 644-3381
9. Miscellaneous.
(a) This Agreement shall be deemed a
contract made under, and for all purposes shall be
construed in accordance with, the laws of the State of
Delaware, without reference to its conflicts of law
principles.
(b) If any provision of this Agreement or
the application of such provision to any person or
circumstances shall be held invalid or unenforceable by a
court of competent jurisdiction, such provision or
application shall be unenforceable only to the extent of
such invalidity or unenforceability, and the remainder of
the provision held invalid or unenforceable and the
application of such provision to persons or
circumstances, other than the party as to which it is
held invalid, and the remainder of this Agreement, shall
not be affected.
(c) This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be
an original but all of which together shall constitute
one and the same instrument.
(d) All Section headings herein are for
convenience of reference only and are not part of this
Agreement, and no construction or reference shall be
derived therefrom.
(e) The obligations of the Stockholder
set forth in this Agreement shall not be effective or
binding upon the Stockholder until after such time as the
Merger Agreement is executed and delivered by the
Company, Parent and Sub, and the parties agree that there
is not and has not been any other agreement, arrangement
or understanding between the parties hereto with respect
to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date
first written above.
SOFTKEY INTERNATIONAL INC.
By:/s/ Michael J. Perik
Name: Michael J. Perik
Title: Chairman and Chief
Executive Officer
NORTH AMERICAN FUND II, L.P.
By:/s/ Charles L. Palmer
Name: Charles L. Palmer
Title: President of North
American Business
Development
Company, L.L.C.,
the General Partner
of North American
Fund II, L.P.
(ANNEX A)
FORM OF PROXY
The undersigned, for consideration received,
hereby appoints SoftKey International Inc., a Delaware
corporation ("Parent"), its proxy to vote 794,284 shares
of Common Stock, par value $.01 per share, of Minnesota
Educational Computing Corporation (MECC), a Minnesota
corporation (the "Company"), owned by the undersigned and
described in the Voting Agreement referred to below and
which the undersigned is entitled to vote at any meeting
of stockholders of the Company, and at any adjournment
thereof, to be held for the purpose of considering and
voting upon a proposal to approve and adopt the Agreement
and Plan of Merger, dated as of October 30, 1995 (the
"Merger Agreement"), by and among the Company, Parent,
and SchoolCo Inc., a Minnesota corporation and a wholly
owned subsidiary of Parent ("Sub"), providing for the
merger (the "Merger") of Sub with and into the Company,
FOR such proposal and AGAINST any Alternative Acquisition
(as such term is defined in the Merger Agreement). This
proxy is subject to the terms of the Voting Agreement, is
coupled with an interest and revokes all prior proxies
granted by the undersigned with respect to such 794,284
shares, is irrevocable and shall terminate and be of no
further force or effect automatically at such time as the
Voting Agreement, dated as of October 30, 1995 between
the undersigned and Parent, a copy of such Agreement
being attached hereto, terminates in accordance with its
terms.
Dated __________________, 199_
NORTH AMERICAN FUND II, L.P.
By:________________________
Name:
Title:
