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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
HANGER ORTHOPEDIC GROUP, INC.
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(Name of Issuer)
Common Stock, $0.1 par value
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(Title of Class of Securities)
41043F-208
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
(212) 408-2400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
page 1 of 28
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SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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SCHEDULE 13D
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CUSIP Number: 41043F-208 Page 2 of 28 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P.
13-337-6808
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,626,689 (includes Warrants to purchase Common Stock)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,626,689 (includes Warrants to purchase Common Stock)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,626,689 (includes Warrants to purchase Common Stock)
- --------------------------------------------------------------------------------
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)
8.6%
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14 TYPE OF REPORTING PERSON*
PN
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page 2 of 28
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SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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Preliminary Note
- ----------------
The information set forth in Item 2 herein has been adjusted
to reflect a change in the name and address of the reporting person.
Item 1. Security and Issuer.
- ----------------------------
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of Hanger Orthopedic Group, Inc., (the
"Issuer"). The Issuer's principal executive offices are located at 7700 Old
Georgetown Road, Bethesda, Maryland 20814.
Item 2. Identity and Background.
- ---------------------------------
The response to Item 2 is amended in its entirety to read as follows:
This statement is being filed by Chase Venture Capital
Associates, L.P., a California limited partnership (hereinafter referred to as
"CVCA"), whose principal office is located at 380 Madison Avenue, 12th Floor,
New York, New York
10017.
CVCA is engaged in the venture capital and leveraged buyout
business. The general partner of CVCA is Chase Capital Partners, a New York
general partnership ("CCP"), which is also engaged in the venture capital and
leveraged buyout business, and whose principal office is located at the same
address as CVCA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose business address
(except for Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue,
12th Floor, New York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M. B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's address is c/o Chase Capital Partners,
50 California Street, Suite 2940, San Francisco, CA 94111.
page 3 of 28
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SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal office is located
at 380 Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a
wholly-owned subsidiary of The Chase Manhattan Corporation. The general partners
of each of Principals and European Principals is Chase Capital. Chase Capital,
Principals and European Principals are each engaged in the venture capital and
leveraged buyout business. Set forth in Schedule A hereto and incorporated
herein by reference are the names, business addresses and principal occupations
or employments of each executive officer and director of Chase Capital, each of
whom is a U.S. citizen.
The Chase Manhattan Corporation ("Chase") is a Delaware
corporation engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in Schedule B hereto and incorporated herein by reference
are the names, business addresses, principal occupations and employments of each
executive officer and director of Chase, each of whom is a U.S. citizen.
To CVCA's knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CVCA and all persons to whom
information is required hereunder by virtue of CVCA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this
Schedule 13D Statement require that, in addition to CVCA, the information called
for therein should be given with respect to each of the persons listed in this
Item 2, including CCP, CCP's individual general partners, Chase Capital,
Chase Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CVCA should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Issuer's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Issuer's Common Stock acquired by CVCA, neither the filing of this statement nor
any of its contents shall be deemed an admission that any of such persons is a
beneficial owner of the Issuer's Common Stock acquired by CVCA or a member of a
group together with CVCA either for the purpose of Schedule 13D of the Exchange
Act or for any other purpose with respect to the Issuer's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
The response to Item 3 is amended in its entirety to read as follows:
page 4 of 28
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SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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Transactions Involving the Issuer
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On February 28, 1989, CVCA, the Issuer, Hanger Acquisition
Corporation, a Delaware corporation ("HAC"), J.E. Hanger, Inc., a Delaware
corporation ("Hanger"), Ronald J. Manganiello ("Manganiello") and Joseph M.
Cestaro ("Cestaro") entered into a Stock Exchange Agreement (the "Exchange
Agreement"). A copy of the Exchange Agreement is filed as Exhibit 1 hereto.
Pursuant to the Exchange Agreement, the Issuer agreed to issue (at an exchange
ratio of 100:1 on a pre-split basis or 25:1 on a post-split basis) to CVCA and
Messrs. Manganiello and Cestaro (the "Exchanging Stockholders") newly issued
capital stock of Hanger owned by each of the Exchanging Stockholders. The
transactions contemplated by the Exchange Agreement were consummated as of May
15, 1989 (the "Closing"). Immediately after the Closing, Hanger became a
wholly-owned subsidiary of the Issuer. Prior to the Closing, CVCA (which was
entitled pursuant to the Exchange Agreement, to become the owner of 1,690,281.25
shares of the Issuer's Common Stock, 105,800 shares of the Issuer's Class A
Preferred Stock, par value $.01 (the "Class A Preferred Stock"), and 140,574
shares of the Issuer's Class B Preferred Stock, $.01 par value (the "Class B
Preferred Stock") convertible at any time on a share-for-share basis into Common
Stock) entered into a Beneficial Ownership Agreement dated as of May 9, 1989
(the "Beneficial Ownership Agreement") with Exeter Capital, L.P. ("Exeter"),
whereby CVCA sold to Exeter, at CVCA's pro rata cost basis therein, beneficial
ownership of shares of Hanger capital stock which upon the Closing of the
Exchange Agreement were exchanged for beneficial ownership of 416,822.75 shares
of the Issuer's Common Stock and 24,926 shares of Class A Preferred Stock. CVCA
received $427,642.15 and $29,379.60 (inclusive of $714.70 of accrued dividends)
from Exeter as full payment for the beneficial interest in shares of Hanger
capital stock. The Beneficial Ownership Agreement is filed as Exhibit 11 hereto.
On May 9, 1989, Chase Equity Associates, L.P. ("CEA"), a California Limited
Partnership (whose general partner is also CCP) and Exeter entered into a
Participation Agreement (the "Participation Agreement") whereby Exeter acquired
a 36.34773% undivided participation in $5,600,000 of Hanger's 1989 Subordinated
Notes (as defined herein) purchased by CEA on February 28, 1989 and May 9, 1989.
The purchase price for such participation was $2,035,472.88, which is equal to
CEA's pro rata original cost for the 1989 Subordinated Notes.
Immediately after the Closing, pursuant to a Stock Redemption
Agreement (the "Stock Redemption Agreement") dated as of May 15, 1989 by and
between CVCA and the Issuer, CVCA sold to the Issuer 105,373 shares of Common
Stock at an aggregate purchase price equal to $108,108.15, representing CVCA's
original cost basis in such shares. The purpose of such sale was to provide the
Issuer with a reserve of Common Stock for possible future issuance upon exercise
of a warrant to purchase the Issuer's Common Stock granted as of May 15, 1989 to
CorreStates Bank, N.A., which was formerly known as Philadelphia National Bank
and First Pennsylvania Bank, N.A. (the "Bank") in connection with a Bank Credit
Agreement (the "Bank Credit Agreement") dated as of such date by and among the
Issuer, its subsidiaries and the Bank. The Stock Redemption Agreement is filed
as Exhibit 12 hereto.
page 5 of 28
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SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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- --------------------------------------------------------------------------------
Except for the beneficial interest in the capital stock of
Hanger acquired by Exeter from CVCA, all of the capital stock of Hanger
exchanged by CVCA and the other Exchanging Stockholders upon the Closing was
indirectly acquired by them pursuant to a transaction effected in the form of a
leveraged buyout. On February 28, 1989, CVCA and CEA and Messrs. Manganiello and
Cestaro (who were then principal management stockholders of Hanger (hereinafter
the "Hanger Management")), entered into a Stock and Note Purchase Agreement (the
"Hanger Investment Agreement") with HAC. The Hanger Investment Agreement is
filed as Exhibit 18 hereto. HAC was formed by CVCA to effect the acquisition of
Hanger. CVCA and the Hanger Management purchased for cash newly issued common
stock, Class A preferred stock and Class B preferred stock of HAC. The HAC
capital stock purchased by CVCA included common stock purchased for $1,734,155,
Class A preferred stock for $121,670, and Class B preferred stock for $144,223.
In addition, CEA purchased for cash a $7,400,000 nonconvertible 15% Senior
Demand Bridge Note (the "Senior Bridge Note") of HAC payable on demand, and a
14% $5,400,000 nonconvertible Subordinated Note of HAC (including the notes
described in the following sentence, the "1989 Subordinated Notes"). On May 9,
1989, pursuant to a First Amendment to the Hanger Investment Agreement, CEA
purchased an additional $200,000 of principal amount of the 1989 Subordinated
Notes. On May 15, 1989 (immediately before the Closing), pursuant to a Second
1989 Amendment to the Hanger Investment Agreement, CEA agreed to extend the time
of principal repayment to the 1989 Subordinated Notes and to subordinate the
1989 Subordinated Notes to all obligations owing to the Bank pursuant to the
Bank Credit Agreement. The terms of such subordination are set forth in a
Subordination Agreement, dated as of May 15, 1989, between CEA and the Bank. The
Subordination Agreement, as amended, is filed hereto as Exhibit 19-19.6. The
principal amount of the 1989 Subordinated Notes described above are payable in
four equal semi-annual installments on the first business day of September 1996,
March 1997, September 1997 and March 1998. CVCA's and CEA's total cash
investment in the capital stock, and the Senior Bridge Note and 1989
Subordinated Notes were $2,000,048 and $13,000,000, respectively. On May 25,
1989, in connection with the Closing of the transactions contemplated by the
Exchange Agreement, the Issuer and its subsidiaries, including Hanger, entered
into the Bank Credit Agreement with the Bank whereby certain of the proceeds of
borrowing thereunder were used to repay all of the outstanding principal amount
and accrued interest on the Senior Bridge Note.
On February 28, 1989, HAC, Hanger, the Issuer and all of the
securityholders and a warrant holder of Hanger (the "Hanger Securityholders")
entered into an Amendment (the "Amendment") to a Stock and Warrant Purchase
Agreement (as amended, the "Hanger Purchase Agreement") dated January 12, 1989
by and among the Issuer (as purchaser) , Hanger and the Hanger Securityholders
(as sellers) . Pursuant to the Amendment, the Issuer assigned all of its right,
title, interest and obligations in the Hanger Purchase Agreement to HAC. On
February 28, 1989, HAC consummated the acquisition of all of the outstanding
capital stock of Hanger pursuant to the terms of the Hanger Purchase Agreement.
Effective as of April 11, 1989, HAC merged with and into Hanger (the "Merger").
Pursuant to the Merger, CVCA received 67,611.25 shares of Hanger common stock
representing approximately 93.4% of the outstanding common stock, 1,058 shares
of Hanger's outstanding Class A preferred stock representing approximately 24.3%
of the outstanding Class A preferred stock, and 5,622.96 shares of Hanger Class
B preferred stock representing all of the outstanding Class B preferred stock.
Hanger, as a successor by merger to HAC, became obligated to CEA on the
$7,400,000 Senior Bridge Note and the $5,600,000 1989 Subordinated Notes.
page 6 of 28
<PAGE>
SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
On February 12, 1990, the Issuer, CVCA, Messrs. Manganiello
and Cestaro, Ivan R. Sabel ("Sabel") and Richard A. Stein ("Stein") (CVCA and
Messrs. Manganiello, Cestaro, Sabel and Stein are collectively referred to as
the "Purchasers") entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") whereby the Issuer issued and sold to the Purchasers an aggregate of
100 shares of the Issuer's Class D Preferred Stock, par value $.01 per share
(the "Class D Preferred Stock") and 100 shares of the Issuer's Class E Preferred
Stock, $.01 par value (the "Class E Preferred Stock") for a purchase price of
$6,173 per share and $2,922.67 per share, respectively. Pursuant to the Stock
Purchase Agreement, CVCA acquired 91.4661 shares of Class D Preferred Stock and
80.5356 shares of Class E Preferred Stock. A copy of the Stock Purchase
Agreement, including Schedule A thereto which sets forth the shares of Class D
Preferred Stock and Class E Preferred Stock acquired by each of the Purchasers,
is filed as Exhibit 15 hereto.
The purpose of the Purchasers' investment in the Class D
Preferred Stock and Class E Preferred Stock was to provide equity capital to the
Issuer for use in connection with the acquisition as of February 13, 1990 from
unaffiliated parties of all of the outstanding common stock of three companies
engaged in the same line of business as the Issuer (hereinafter the "Scott
Acquisition"). Information concerning the Scott Acquisition is reported in the
Issuer's Current Report on Form 8-K dated February 13, 1990. In connection with
these transactions and pursuant to a third amendment to the Hanger Investment
Agreement dated as of February 12, 1990, CEA loaned $500,000 to Hanger in
consideration for a nonconvertible 14% Subordinated Promissory Note of Hanger
(the "First 1990 Subordinated Note"). The first two years' interest on the First
1990 Subordinated Note will be deferred and added to the principal amount, which
is payable in four equal semi-annual installments on March 1, 1997, September 1,
1997, March 1, 1998 and September 1, 1998. Other terms and provisions of the
First 1990 Subordinated Note are substantially the same as the terms and
provisions of the 1989 Subordinated Notes as set forth in the Hanger Investment
Agreement as amended. Pursuant to a First Amendment to Subordination Agreement
dated as of February 12, 1990, the First 1990 Subordinated Note also has been
subordinated to all obligations owing to the Bank under the Bank Credit
Agreement.
CVCA and Exeter entered into a First Amended and Restated
Beneficial Ownership Agreement (the "Restated Beneficial Ownership Agreement")
dated as of March 1, 1990 in the form filed as Exhibit 11.1 hereto whereby CVCA
sold to Exeter, at CVCA's pro rata cost basis therein, 20.8268 shares of the
Issuer's Class D Preferred Stock and 18.9742 shares of the Issuer's Class E
Preferred Stock. CVCA received $128,563.84 plus accrued dividends of $838.31
from February 12 - March 1, 1990 and $55,455.52 plus accrued dividends of
$361.60 from February 12-March 1, 1990 from Exeter as full payment for the Class
D Preferred Stock and Class E Preferred Stock, respectively. CEA and Exeter also
entered into a First Amended and Restated Participation Agreement (the "Restated
Participation Agreement") as of March 1, 1990 whereby Exeter acquired a
36.34773% undivided participation in the First 1990 Subordinated Note. The
purchase price for such participation was $181,738.65 plus $1,185.04, which
represented CEA's pro rata cost basis plus accrued interest from February 12 -
March 1, 1990.
Effective June 19, 1990, the parties to the Hanger Investment
Agreement entered into a fourth amendment to such agreement. The fourth
amendment was entered into to induce the Bank to amend certain provisions of the
Bank Credit Agreement. In connection with such fourth amendment, CEA and the
Bank also entered into a Second 1989 Amendment to the Subordination Agreement
which required CEA to defer certain cash interest payments in the event certain
financial covenants set forth in the Bank Credit Agreement are not satisfied.
page 7 of 28
<PAGE>
SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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- --------------------------------------------------------------------------------
On November 8, 1990, the Issuer, Hanger, CVCA, CEA and Messrs.
Manganiello and Cestaro entered into a fifth amendment to the Hanger Investment
Agreement whereby CEA loaned $2,450,000 to Hanger in consideration for a seven
year non-convertible 14% Subordinated Promissory Note of Hanger (the "Second
1990 Subordinated Note" and together with the First 1990 Subordinated Note, the
"1990 Subordinated Notes"). Pursuant to such fifth amendment, interest on all of
the 1989 and 1990 Subordinated Notes accrues and compounds semi-annually, but is
not payable in cash until all amounts owing under the Bank Credit Agreement are
paid in full. The purpose of the loan was to primarily provide the Issuer with
capital for use in connection with the acquisition as of November 8, 1990 of
substantially all of the assets of Ralph Storrs, Inc. (hereinafter the "Storrs
Acquisition"). Information concerning the Storrs Acquisition is contained in the
Issuer's Current Report on Form 8K, filed on November 21, 1990 and amended
January 15, 1991.
The fifth amendment to the Hanger Investment Agreement
provided for the following with respect to the Second 1990 Subordinated Note:
(i) a placement fee which ranges from a minimum of $24,500 (in the event the
loan is repaid within 90 days) to a maximum of $294,000 (in the event the loan
is repaid after 360 days); and, (ii) the issuance by the Company to CVCA (or its
designee) of warrants to purchase shares of common stock of the Company in an
amount equal to 5% of the then outstanding shares on and after 271 days after
November 8, 1990 and warrants equal to an additional 5% of the then outstanding
shares on and after 361 days after November 8, 1990, if at either date the
Second 1990 Subordinated Note is not repaid in full. The exercise price of the
warrants (the "Contingent Warrants") will be the market price of the common
stock at the time of the grant of the Contingent Warrants; provided, however,
that in the event the Company engages in an underwritten public offering
pursuant to which the Company sells at least $5,000,000 of its common stock
within 90 days of the date of the grant of such warrants and such public
offering price is greater than the market value of the common stock on the date
of the grant of such warrants, then the exercise price of such warrants shall be
increased to such higher public offering price. The fifth amendment also
provided for (i) the relative payment priorities between the Second 1990
Subordinated Note on the one hand and the 1989 Subordinated Notes and First 1990
Subordinated Note on the other hand and (ii) the transfer of the 1989
Subordinated Notes and First 1990 Subordinated Notes from CEA to CVCA.
CVCA, CEA and the Bank also entered into a Third Amendment to
the Subordination Agreement dated as of November 8, 1990, whereby CVCA agreed,
as and when necessary to enable the Issuer and its subsidiaries to satisfy
certain net worth covenants with the Bank, to exchange that portion of the 1989
and First 1990 Subordinated Notes held by CVCA for shares of the Issuer's Class
F Preferred Stock, par value $.01 per share (the "Class F Preferred Stock"). The
terms and conditions of the Class F Preferred Stock are set forth at pages 29-35
of Exhibit 3.1 hereto and incorporated herein by reference. CVCA, CEA and Exeter
also entered into an Amendment Agreement dated as of November 8, 1990 (amending
the Amended Participation Agreement and the Amended Beneficial Ownership
Agreement) which is filed as Exhibit 11.3 hereto and incorporated herein by
reference. The Amendment Agreement provides for Exeter's acquisition of (i) a
21.73% participation in the Second 1990 Subordinated Note issued to CEA in
connection with the financing of the Storrs acquisition, (ii) 24.16% of any
placement fee received pursuant to the fifth amendment to the Hanger Investment
Agreement and (iii) 24.16% of any Contingent Warrants which may subsequently be
issued to CEA or its designee. Exeter paid CEA $532,394 (or 21.73% of the face
amount of the Second 1990 Original Subordinated Note) for its interests
described above.
page 8 of 28
<PAGE>
SCHEDULE 13D
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Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
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- --------------------------------------------------------------------------------
On March 1, 1991, the Issuer, Hanger, CVCA, CEA and Messrs.
Manganiello and Cestaro entered into a sixth amendment to the Hanger Investment
Agreement (filed as Exhibit 18.6 hereto) whereby CEA loaned $800,000 to Hanger
in consideration for a seven year non-convertible 14% Subordinated Promissory
Note of Hanger (the "First 1991 Subordinated Note" and together with the 1989
Subordinated Notes and the 1990 Subordinated Notes, the "Original Subordinated
Notes"). Interest on the First 1991 Original Subordinated Note accrues and
compounds semi-annually, but is not payable in cash until all amounts owing
under the Bank Credit Agreement are paid in full. The purpose of the loan was to
primarily provide the Issuer with capital to pay certain expenses associated
with the Issuer's proposed public offering. Information concerning the public
offering is contained in the Issuer's Final Prospectus, dated April 30, 1991
(the "Final Prospectus").
The sixth amendment to the Hanger Investment Agreement
provided for the following with respect to the First 1991 Subordinated Note: (i)
a placement fee which ranges from a minimum of $8,000 (in the event the loan is
repaid within 90 days) to a maximum of $96,000 (in the event the loan is repaid
after 360 days); and, (ii) a $10,000 closing fee. The sixth amendment also
provided for the relative payment priorities between the Second 1990 Original
Subordinated Note on the one hand and the 1989 Subordinated Notes and First 1990
Subordinated Note on the other hand.
CVCA, CEA and the Bank also entered into a Fourth Amendment to
the Subordination Agreement dated as of March 1, 1991, whereby CEA agreed to
waive certain acceleration rights with respect to the First 1991 Subordinated
Note if the Issuer and its subsidiaries failed to satisfy certain net worth
covenants with the Bank. CVCA, CEA and Exeter also entered into an Amendment
Agreement dated as of March 1, 1991 (amending the Amended Participation
Agreement and the Amended Beneficial Ownership Agreement) which is filed as
Exhibit 11.4 hereto and incorporated herein by reference. The Amendment
Agreement provides for Exeter's acquisition of (i) a 24.16% participation in the
First 1991 Subordinated Note issued to CEA and (ii) 24.16% of any placement fee
(but not closing fee) received pursuant to the sixth amendment to the Hanger
Investment Agreement. Exeter paid CEA $193,280 (or 24.16% of the face amount of
the First 1991 Subordinated Note) for its interests described above.
On March 20, 1991, the Issuer, Hanger, CVCA, CEA and Messrs.
Manganiello and Cestaro entered into a seventh amendment to the Hanger
Investment Agreement. The seventh amendment to the Hanger Investment Agreement
provided for the following with respect to the Second 1990 and First 1991
Subordinated Notes: (i) the transfer of such notes from CEA to CVCA (resulting
in CVCA holding all of the Original Subordinated Notes), (ii) amending such
notes to become convertible into Class F Preferred Stock, at the option of the
holder of such notes (provided that CVCA had previously agreed with the Issuer
to not convert any Original Subordinated Notes into Class F Preferred Stock
until May 3, 1991) and (iii) the terms upon which the placement fees associates
with such notes will be paid if such notes are partially or fully converted into
Class F Preferred Stock. The seventh amendment also provided for the relative
payment priorities among all of the Original Subordinated Notes. On May 31,
1991, CVCA and the Issuer entered into a letter agreement amending the relative
payment priorities among all of the Original Subordinated Notes. See Exhibit
18.8.
page 9 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
CVCA, CEA and the Bank also entered into a Fifth Amendment to
the Subordination Agreement dated as of November 8, 1990, whereby CVCA agreed,
as and when necessary to enable the Issuer and its subsidiaries to satisfy
certain net worth covenants with the Bank, to exchange that portion of the
Original Subordinated Notes held by CVCA (including the Second 1990 and First
1991 Subordinated Notes) for shares of the Issuer's Class F Preferred Stock.
CVCA, CEA and Exeter also entered into an Amendment Agreement dated as of March
20, 1991 (amending the Amended Participation Agreement and the Amended
Beneficial Ownership Agreement) which is filed as Exhibit 11.5 hereto and
incorporated herein by reference. The Amendment Agreement provides for, among
other things, Exeter's consent to the foregoing transactions.
On May 1, 1991, all of the holders of Class B Preferred Stock
and Class D Preferred Stock converted all such shares into Common Stock on the
terms set forth in the Issuer's Restated Certificate of Designations,
Preferences and Rights of Preferred Stock. CVCA received 140,574 and 419,285
shares of Common Stock upon conversion of 140,574 shares of Class B Preferred
Stock and 70.6393 shares of Class D Preferred Stock, respectively. Exeter
received beneficial ownership of 123,619 shares of Common Stock upon conversion
of 20.8268 shares of Class D Preferred Stock.
On April 30, 1991, the Issuer's Registration Statement on Form
S-2 for the sale of 2,750,000 shares of its Common Stock was declared effective.
On May 7, 1991 and pursuant to the Registration Statement and Final Prospectus,
the Issuer sold 2,750,000 shares of its Common Stock for $5.00 per share. CVCA
purchased 200,000 of such shares for $5.00 per share, through the Issuer's
underwriter, PaineWebber Incorporated. Effective June 1, 1991, CVCA sold Exeter
48,320 of such shares for $5.00 per share. See Exhibit 11.6.
Shortly after the public offering was completed, the Issuer
repaid the Bank all amounts owing to the Bank. As a result of such prepayment,
CVCA and Exeter expected that all of the Original Subordinated Notes will pay
interest currently. A portion of the Original Subordinated Notes and related
original placement fees equaling approximately $955,000 was repaid from the
proceeds of the public offering on May 30, 1991. CVCA and Exeter waived all
prepayment penalties otherwise owing with respect to such prepayments.
Since the Second 1990 Subordinated Note was not repaid prior
to August 6, 1991 (i.e., 271 days after the date of such note), the Company
issued warrants as of that date to CVCA and Exeter entitling them to purchase a
total of 225,914 and 71,969 shares, respectively (equal to 5% of the then
outstanding shares of Common Stock and rights to acquire Common Stock at an
exercise price equal to or less than $5.20 per share). Such warrants are
exercisable by CVCA and Exeter on or before December 31, 2001 at an exercise
price initially equal to $4.16 per share. In the event the Company engages in an
underwritten public offering pursuant to which it sells at least $5 million of
its Common Stock within 90 days of the date of grant of the warrants and the
public offering price is greater than $4.16, then the exercise price of any such
warrants will be increased to such higher public offering price. These warrants
issued to CVCA and Exeter are included as Exhibits 20 and 20.1 hereto.
page 10 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Since the Second 1990 Subordinated Note was not repaid prior
to November 5, 1991 (i.e., 361 days after the date of such note), the Company
became obligated to issue warrants as of that date to CVCA and Exeter entitling
them to purchase a total of 244,735 and 77,964 shares, respectively (equal to 5%
of the then outstanding shares of Common Stock and rights to acquire Common
Stock at an exercise price equal to or less than $9.56 per share). Such warrants
will be exercisable by CVCA and Exeter on or before December 31, 2001 at an
exercise price initially equal to $7.65 per share. In the event the Company
engages in an underwritten public offering pursuant to which it sells at least
$5 million of its Common Stock within 90 days of the date of grant of the
warrants and the public offering price is greater than $7.65, then the exercise
price of any such warrants will be increased to such higher public offering
price. Forms of these warrants issued to CVCA and Exeter are included as
Exhibits 21 and 21.1 hereto.
As of February 20, 1992, the Issuer, Hanger, CVCA, CEA and
Messrs. Manganiello and Cestaro entered into an eighth amendment to the Hanger
Investment Agreement (filed as Exhibit 18.7 hereto) whereby the Original
Subordinated Notes were amended to make interest payable currently and eliminate
their convertibility to Class F Preferred Stock, CVCA, CEA and the Bank also
entered into a Sixth Amendment to the Subordination Agreement, dated as of
February 20, 1992 (filed as Exhibit 19.6 hereto), whereby the Bank authorized
the transactions contemplated in the eighth amendment to the Hanger Investment
Agreement.
As of February 20, 1992, CVCA transferred of record to Exeter
all of the Issuer's securities and the portion of the Original Subordinated
Notes beneficially owned by Exeter. In connection therewith, Exeter became a
party to the Hanger Investment Agreement, the Stockholders Agreement, the
Subordination Agreement, the Amended and Restated Registration Rights Agreement
and the Manager Options and Additional Manager Options (as such terms are
defined in Section 6 hereof). The agreements which effected the foregoing
transactions were a letter agreement, dated as of February 20, 1992, between
CVCA and Exeter (which is attached hereto as Exhibit 11.7) and an Amendment to
Stock Option and Vesting Agreements and Amendment Agreement, dated as of
February 20, 1992, among CVCA, CEA, Exeter, the Issuer and Messrs. Manganiello,
Sabel and Stein (which is attached hereto as Exhibit 5.3).
On April 13, 1992, CVCA, Exeter and the Issuer entered into an
Amendment to Warrants (attached hereto as Exhibit 22) whereby the Warrants
previously issued to CVCA and Exeter in connection with the Storrs financing
were amended to permit the exercise price payable thereunder to be paid in cash,
securities of the Issuer or Original Subordinated Notes.
On May 8, 1992, the Issuer's Registration Statement on Form
S-2 for the sale of 1,850,000 shares of its Common Stock was declared effective.
On May 15, 1992, pursuant to such Registration Statement, the Issuer sold
1,850,000 shares of its Common Stock for $8.00 per share. On May 15, 1992, the
Issuer used a portion of the proceeds from such public offering to repay the
Original Subordinated Notes in full and redeem all of the outstanding Class A
Preferred Stock and Class E Preferred Stock, including such preferred shares
held by CVCA and Exeter. CVCA and Exeter waived all prepayment penalties due
upon the early prepayment of the Original Subordinated Notes.
page 11 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
On November 1, 1996, the Issuer, Paribas Principal Inc.
("PPI") and CVCA entered into a Senior Subordinated Note Purchase Agreement
dated as of November 1, 1996 in the form filed as Exhibit 23 hereto (the "1996
Note Purchase Agreement") whereby PPI and CVCA each loaned $4,000,000 to the
Issuer in consideration for an eight year 8% Senior Subordinated Note of the
Issuer in the original principal amount of $4,000,000 (the "1996 Subordinated
Note") and 800,000 warrants to purchase 800,000 shares of the Issuer's Common
Stock (the "1996 Warrants"). Pursuant to such 1996 Note Purchase Agreement,
interest on the 1996 Subordinated Note accrues and compounds semi-annually and
is payable on each June 30 and December 31, commencing June 30, 1997, either (i)
entirely in cash in an amount equal to 8% of the unpaid principal amount of the
1996 Subordinated Note when due or (ii) at the Issuer's option, in a combination
of (x) cash in an amount at least equal to 3.2% per annum of the unpaid
principal amount of the 1996 Subordinated Note when due and (y) newly issued
senior subordinated notes (the "Subsequent 1996 Subordinated Notes"), in an
aggregate principal amount equal to the remaining amount of accrued interest on
the 1996 Subordinated Notes for such period (which includes all Subsequent 1996
Subordinated Notes which may have been issued prior to such period). The 1996
Subordinated Note and all Subsequent 1996 Subordinated Notes are subordinated to
loans in an aggregate amount of up to $88 million (the "1996 Senior Bank Debt)
made to the Issuer by Banque Paribas, as agent for a syndicate of bank's.
Pursuant to the 1996 Warrants issued to CVCA in the form filed as Exhibit 24
hereto, the 1996 Warrants are exercisable by CVCA at any time and from time to
time after November 1, 1996 provided that CVCA may not exercise any 1996 Warrant
if after giving effect to such exercise the total number of shares of Common
Stock issued upon exercise thereof would exceed the product of (x) (i) .45, if
such date of exercise is on or prior to November 1, 1997; or (ii) .50 if such
date of exercise is on or prior to May 1, 1998 but after November 1, 1997; or
(iii) 1.00 if such date is after May 1, 1988 and (y) the total number of shares
of Common Stock issuable upon exercise thereof as of November 1, 1996 (as
adjusted pursuant to Article 5 thereof). The exercise price of the 1996 Warrants
shall be $6.375 with respect to the 335,150 shares of Common Stock and $4.00865
with respect to 464,850 shares of Common Stock issuable upon exercise of the
1996 Warrants. Although the 1996 Warrants initially entitle CVCA to purchase
800,000 shares of the Issuer's Common Stock, the 1996 Warrants also provide that
in the event that the Issuer shall have repaid in full all amounts outstanding
under the 1996 Note Purchase Agreement, the number of shares of Common Stock
issuable upon exercise of the 1996 Warrants shall be reduced by that number of
shares which is equal to the product of (x) (i) .55, if such date of repayment
is on or prior to November 1, 1997 or .50, if such date of repayment is on or
prior to May 1, 1998 but after November 1, 1997; and (y) the total number of
shares of Common Stock issuable upon exercise thereof on November 1, 1996 (as
adjusted pursuant to Article 5 thereof).
The purpose of the loan was to provide the Issuer with capital
to be used solely to refinance debt outstanding under the Bank Credit Agreement,
pay related fees, commissions and expenses, finance ongoing working capital
requirements and other general corporate purposes of the Issuer and its
subsidiaries.
On July 31, 1997, the Issuer sold five million shares of
Common Stock in an underwritten public offering resulting in approximately $51
million of net proceeds to the Issuer. On August 5, 1997, the Issuer applied the
net proceeds of the public offering to the repayment of the 1996 Subordinated
Note including accrued interest thereon for a total amount of $4,180,106.67. As
a result of the Issuer's repayment of the 1996 Subordinated Note, the 1996
Warrant was amended to reflect the reduction in the aggregate number of shares
of the Issuer's Common Stock issuable upon exercise of the 1996 Warrant from
800,000 shares to 360,000 shares.
page 12 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
On July 30, 1998, the Issuer's Registration Statement on Form
S-2 for the sale of 3,300,000 shares of its Common Stock was declared effective.
On August 4, 1998 and pursuant to the Issuer's Registration Statement and Final
Prospectus, dated July 29, 1998 (the "1998 Registration Statement and Final
Prospectus"), CVCA sold 800,000 shares of the Issuer's Common Stock for $17.00
per share. Information concerning the public offering is contained in the 1998
Registration Statement and Final Prospectus.
Source of Funds
- ---------------
The funds provided by CVCA for the purchase of HAC capital
stock, the Issuer's capital stock and the 1996 Warrants, and the funds provided
by CEA for the purchase of the Senior Bridge Note and by CVCA for the purchase
of all of the Original Subordinated Notes and the 1996 Subordinated Note were
obtained from CVCA's and CEA's respective contributed capital, which includes
funds that are held available for such purposes.
The purchase price of $17,972 paid by Mr. Stein to acquire his
shares of Class D Preferred Stock and Class E Preferred Stock from the Issuer
was borrowed from CVCA. Such borrowing (which has since been repaid) is
evidenced by a note and a stock pledge agreement filed as Exhibit 16 hereto.
Disclaimer of Group Status
- --------------------------
As noted above, Messrs. Manganiello and Cestaro together with
CVCA were Exchanging Stockholders under the Exchange Agreement. They each
received the Issuer's Common Stock and Class A Preferred Stock upon consummation
of the transactions contemplated by the Exchange Agreement, although only CVCA
received the Issuer's Class B Preferred Stock. In connection with the Exchange
Agreement and the Closing of the transactions contemplated thereby, CVCA entered
into certain agreements with the Hanger Management as well as certain members of
key management and principal stockholders of the Issuer (the "Issuer's
Management"). Exeter became a party to such agreements when it acquired record
ownership of the Hanger Securities previously held of record by CVCA but
beneficially owned by Exeter. The terms of these agreements, which are
summarized elsewhere in this statement, provided generally that the Hanger
Management and the Issuer's Management agree with CVCA and the Issuer as to
restrictions on transferability of their stockholdings, certain rights to
participate with CVCA and Exeter in certain private sales arranged by CVCA or
Exeter or registration of their stockholdings along with CVCA or Exeter for sale
pursuant to the Securities Act of 1933 as amended (the "1933 Act"), and
agreements to cooperate and rights to participate in transactions involving a
merger, consolidation or reorganization of the Issuer or a sale of all or
substantially all of the Issuer's business. In addition, Messrs. Manganiello,
Cestaro, Sabel and Stein together with CVCA, were the Purchasers of the Issuer's
Class D Preferred Stock and Class E Preferred Stock pursuant to the Stock
Purchase Agreement and Mr. Stein has pledged his shares of Common Stock and
Class E Preferred Stock to CVCA as security for CVCA's financing of the purchase
price thereof. As disclosed under Item 6(a)(ii) of this Statement, Messrs.
Manganiello, Sabel and Stein also have been granted options to currently
purchase a total of 762,015 shares of Common Stock held of record by CVCA and
Exeter.
page 13 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Notwithstanding the existence of these agreements, CVCA's
decision to acquire the HAC securities, its decision to enter into the Exchange
Agreement with respect to acquisition of the Issuer's equity securities at
Closing, and CVCA's decision to purchase the Issuer's Class D Preferred Stock
and Class E Preferred Stock, are decisions made unilaterally by CVCA. The
purpose and overall effect of the foregoing agreements is to facilitate CVCA's
ability to exercise control over the Issuer and its management. In CVCA's
opinion, none of these agreements materially affect their respective rights to
vote and dispose of the Issuer's Common Stock, although certain of the
agreements may afford the other parties thereto an opportunity to elect to
participate with CVCA and Exeter in certain transactions initiated by CVCA and
Exeter, including a sale of the Issuer's business or a disposition of a majority
of CVCA's and Exeter's holdings of the Issuer's equity securities. Prior to
execution of the Exchange Agreement and the Hanger Investment Agreement on
February 28, 1989, neither CVCA nor Exeter had any contractual or other
relationship with the Hanger Management, the Issuer's Management or others with
respect to beneficial ownership of the Issuer's Common Stock. Prior to May 9,
1989, CVCA and Exeter did not have any contractual or other agreement with
respect to beneficial or record ownership of the Issuer's equity securities.
As a result of the repayment of all of the Original
Subordinated Notes and the redemption of all of the Class A and Class E
Preferred Stock on May 15, 1992, Exeter is no longer a creditor of the Issuer or
any of its subsidiaries and substantially all of CVCA's and Exeter's restrictive
covenants in the Stockholders Agreement have terminated. As a result of these
changes, and the dilution of CVCA's and Exeter's percentage ownership of the
Issuer caused by the May 8, 1992 public offering of 1,850,000 shares, CVCA and
Exeter decided that it was no longer in their best interests to act as a group.
Accordingly, effective May 15, 1992, CVCA and Exeter each disclaim that it is
acting as a group with each other. Therefore, Exeter has filed its own, separate
Schedule 13D with respect to its ownership of the Issuer's securities.
CVCA disclaims that it is member of a group with any other
persons either for purposes of this Schedule 13D or for any other purpose
related to its beneficial ownership of the Issuer's securities.
Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------
The response to Item 5 is amended in its entirety to read as follows:
CVCA may be deemed the beneficial owner of 1,626,689 shares of
the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 8.6% of
the Common Stock as of July 29, 1998. CVCA has sole voting power and dispositive
power with respect to its shares of Common Stock.
Based upon the cash investment made by CVCA in the respective
classes of HAC securities (and without taking into consideration the purchase of
Hanger debt securities by CEA or CVCA or the receipt or forfeiture of any shares
of Common Stock pursuant to the agreements described in Item 6(a) below), the
effective cost per share to CVCA of the Issuer's Class A Preferred Stock, Class
B Preferred Stock and Common Stock received in the Exchange may be deemed to be
approximately $1.15, $1.04, and $1.04, respectively. CEA paid $7,400,000 for the
Senior Bridge Note, which was repaid on the date of Closing, and CEA paid an
aggregate of $5,600,000 for the 1989 Subordinated Notes.
page 14 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Effective as of February 12, 1990, CVCA invested an additional
$800,000 in the Issuer in connection with CVCA's purchase of 91.4661 shares of
Class D Preferred Stock at a purchase price of $6,173 per share and its purchase
of 80.5356 shares of Class E Preferred Stock at a purchase price of $2,922.68
per share. This investment is exclusive of $17,972 loaned by CVCA to Mr. Stein
for his acquisition of Class D Preferred Stock and Class E Preferred Stock
pursuant to the Stock Purchase Agreement, and CEA's purchase for $500,000 of the
First 1990 Original Subordinated Note.
On November 8, 1990, CEA purchased for $2,450,000 the Second
1990 Subordinated Note and transferred the 1989 Subordinated Notes and First
1990 Subordinated Note to CVCA. In connection with such financing, CEA and
Exeter received the Contingent Warrants, without charge, because the Second 1990
Subordinated Note was not repaid within 270 and 360 days after its issuance.
SEE, Item 3 above.
On March 1, 1991, CEA purchased for $800,000 the First 1991
Subordinated Note. On March 20, 1991, CEA transferred the Second 1990 and First
1991 Subordinated Notes to CVCA.
On May 7, 1991, CVCA purchased for $5.00 per share 200,000 of
the Issuer's publicly-registered Common Stock from Paine Webber Incorporated,
the Issuer's underwriter. Effective June 1, 1991, Exeter purchased from CVCA
48,320 of such shares for $5.00 per share.
On May 15, 1992, the Issuer repaid all outstanding Original
Subordinated Notes and redeemed all outstanding shares of Class A and Class E
Preferred Stock.
CVCA's aggregate cost basis in the Issuer's equity securities
described above was reduced by approximately $640,326.41 due to its sale to
Exeter of a participation in the Class A Preferred Stock, Class D Preferred
Stock, Class E Preferred Stock and Common Stock acquired in the Exchange.
During the months of September 1992 through January 18, 1993,
CVCA sold the following shares of Common Stock in Rule 144 transactions:
Date Shares Price
---- ------ -----
9/30 10,000 8.750
11/18 25,000 8.500
11/19 10,000 8.500
12/3 5,000 8.630
12/3 5,000 8.750
12/3 5,000 8.880
1/7 5,000 8.500
1/8 5,000 8.500
1/12 30,000 8.380
1/13 10,000 8.500
1/14 10,000 8.500
1/20 10,000 8.250
page 15 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
On August 7, 1996, CVCA sold 226,109 shares of Common Stock to
Mr. Manganiello upon the exercise of his New Manger Option and Additional Manger
Option (each as defined in Item 6(a) below) at an exercise price of $3.875 per
share. Mr. Manganiello paid the exercise price of such options through the
cancellation of his remaining New Manager Options and Additional Manager Options
to acquire 143,048 additional shares of Common Stock of the Issuer owned by
CVCA. On August 9, 1996, CVCA sold 33,000 shares of Common Stock to Mr. Stein
and 67,000 shares of Common Stock to Mr. Sabel upon the exercise of a portion of
their New Manger Option (as defined in Item 6(a) below) at an exercise price of
$3.875 per share. Mr. Stein paid the purchase price of his options through the
cancellation of New Manager Options to acquire 20,878 additional shares of
Common Stock of the Issuer owned by CVCA and Mr. Sabel paid the exercise price
of his options through the cancellation of New Manager Options to acquire 42,429
additional shares of Common Stock of the Issuer owned by CVCA. As of August 7,
1996, Mr. Stein and Mr. Sabel continue to collectively own New Manager Options
to purchase 17,761 shares of Common Stock of the Issuer owned by CVCA and
Additional Manager Options to purchase 170,735 shares of Common Stock of the
Issuer owned by CVCA, in each case, having an exercise price of $3.875 and
expiring on December 31, 1997.
On January 7, 1997, CVCA sold 40,448 shares of Common Stock to
Mr. Stein and 69,429 shares of Common Stock to Mr. Sabel upon their exercise of
remaining New Manager Options and Additional Manager Options. Mr. Stein paid the
purchase price of his options through the cancellation of Additional Manager
Options to acquire 52,246 additional shares of Common Stock of the Issuer owned
by CVCA and Mr. Sabel paid the exercise price of his options through the
cancellation of Additional Manager Options to acquire 89,680 additional shares
of Common Stock of the Issuer owned by CVCA.
On November 1, 1996, CVCA purchased for $4,000,000 the 1996
Subordinated Note and the 1996 Warrants.
On August 5, 1997, the Issuer repaid the 1996 Subordinated
Note and as a result thereof, the 1996 Warrants were amended to reflect the
reduction in the aggregate number of shares of the Issuer's Common Stock
issuable upon their exercise from 800,000 shares to 360,000.
On August 4, 1998 and pursuant to the Issuer's Registration
Statement and Final Prospectus, CVCA sold 800,000 shares of the Issuer's Common
Stock for $17.00 per share. Information concerning the public offering is
contained in the 1998 Registration Statement and Final Prospectus.
Except as reported in Item 6 below and incorporated herein by
reference, there have been no transactions in the Common Stock during the past
sixty days which are required to be reported in this Statement. No person other
than CVCA has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Common Stock owned
beneficially by CVCA.
page 16 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
- ------------------------------------------------------------------
The response to Item 6(a)(ii) is amended in its entirety to read as follows:
(i) Issuance of Options By CVCA and Exeter
--------------------------------------
Effective as of August 13, 1990, CVCA and Exeter (the
"Optioners") granted to Messrs. Manganiello, Cestaro, Sabel and Stein (the
"Managers") options (the "Manager Options") to purchase a total of 496,250
shares of the Issuer's Common Stock owned beneficially by the Optioners at an
exercise price of $6.00 per share. Upon exercise of the Manager Options, the
Optioners will transfer 27.5% of the exercise price of each Manager Option
(approximately $1.65 per share) to the Issuer, thereby enabling the Issuer to
receive up to the same approximate maximum amount it would have been entitled to
receive upon exercise of the maximum amount of options that might have been
granted and exercised under the Incentive Plan. Manager Options for 82,500
shares were canceled upon the resignation of Mr. Cestaro as President of JEH
effective March 31, 1991.
On March 14, 1991, the Optioners granted to Messrs.
Manganiello, Sabel and Stein additional options to purchase from CVCA and Exeter
a total of 348,265 shares of Common Stock owned by CVCA and Exeter, of which
options for 248,265 shares are exercisable at a price of $6.00 per share and
100,000 shares are exercisable at a price of $8.00 per share. Such additional
options are hereinafter called the "Additional Manager Options."
The Manager Options and Additional Manager Options generally
become exercisable on a cumulative basis to the extent of 33 1/3% at the end of
each of the first three years following the date of grant so long as the
optionee continues to be employed by the Issuer. The options become fully
exercisable upon an earlier sale of the Issuer or termination of the optionee's
employment by reason of optionee's death or disability. The Manager Options
expired on May 13, 1994 without being exercised.
Exeter and CVCA entered into an Amendment Agreement, dated as
of August 13, 1990 and an Amendment Agreement, dated March 20, 1991 (both
amending the Amended Participation Agreement and the Amended Beneficial
Ownership Agreement) whereby Exeter became obligated to sell 24.16% of any
shares sold to the Managers upon exercise of the Manager Options and Additional
Manager Options. On February 20, 1992, pursuant to an agreement attached hereto
as Exhibit 5.3, Exeter assumed such obligations directly.
On May 16, 1994, pursuant to the Stock Option Agreements
attached hereto as Exhibit 5.4, CVCA granted Messrs. Manganiello, Sabel and
Stein new Manager Options (the "New Manager Options") for the same number of
shares of Common Stock and at the same exercise price as the prior Manager
Options granted by CVCA (exclusive of Exeter's portion), and with an expiration
date of May 16, 1995. The New Manager Options are fully vested as of the date of
granting. The Additional Manager Options had an original expiration date of
December 14, 1994; their expiration date was later extended to December 14, 1995
pursuant to an agreement attached hereto as Exhibit 5.5, provided that such
extension had no effect on the expiration date of the exercise period relating
to the 24.16% portion of each Additional Manager Option for which Exeter is
solely responsible.
Pursuant to the Third Amendment to Stock Option and Vesting
Agreements and Amendment Agreement attached hereto as Exhibit 5.6, CVCA agreed
to (i) reduce the exercise price of the Additional Manager Options (excluding
that portion of such options for which Exeter is solely responsible) and the New
Manager Options to $3.875 per share and (ii) extend the expiration date of the
Additional Manager Options (excluding that portion of such options for which
Exeter is solely responsible) and the New Manager Options to March 22, 1996.
page 17 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Pursuant to the Fourth Amendment to Stock Option and Vesting
Agreements and Amendment Agreement attached hereto as Exhibit 5.7, CVCA agreed
to (i) extend the expiration date of the New Manager Option and the Additional
Manager Option (excluding that portion of such options which Exeter is solely
responsible) of Mr. Manganiello to March 22, 1997 and (ii) provide for the
payment of the exercise price of the New Manager Option and the Additional
Manager Option (excluding that portion of such Options which Exeter is solely
responsible) of Mr. Manganiello with cash and/or the reduction in the number of
shares of common stock issuable upon the exercise of the subject option.
Pursuant to the Fifth Amendment to Stock Option and Vesting
Agreements and Amendment Agreement attached hereto as Exhibit 5.8, CVCA agreed
to (i) extend the expiration date of the New Manager Options of Messrs. Sabel
and Stein to March 22,1997 with respect to 67,000 shares underlying the New
Manager Options of Mr. Sabel and 33,000 shares underlying the New Manager
Options of Mr. Stein with the expiration date for the balance of 51,500 shares
for Mr. Sabel and 29,568 shares for Mr. Stein that underlie their respective New
Manager Options being extended to December 31, 1997; (ii) extend the expiration
date of the Additional Manager Options (excluding that portion of such options
for which Exeter is solely responsible) of Messrs. Sabel and Stein to December
31, 1997; and (iii) provide for the payment of the exercise price of each such
New Manager Option and Additional Manager Option (excluding that portion of such
options for which Exeter is solely responsible) of Messrs. Sabel and Stein with
cash and/or the reduction in the number of shares of common stock issuable upon
the exercise of the subject option.
In August 1996, (i) Mr. Manganiello exercised his New Manager
Option and Additional Manager Option to purchase 226,109 shares of Common Stock
from CVCA at an exercise price of $3,875 per share; (ii) Mr. Stein exercised a
portion of his new Manager Option to purchase 33,000 shares of common stock from
CVCA at an exercise price of $3.875 per share and (iii) Mr. Sabel exercised a
portion of his New Manager Option to purchase 67,000 shares of common stock from
CVCA at an exercise price of $3.875 per share. Mr. Manganiello paid the exercise
price of such options through the cancellation of his remaining New Manager
Options and Additional Manager Options to acquire 143,048 additional shares of
Common Stock of the Issuer owned by CVCA; Mr. Stein paid the purchase price of
his options through the cancellation of New Manager Options to acquire 20,878
additional shares of Common Stock of the Issuer owned by CVCA; and Mr. Sabel
paid the exercise price of his options through the cancellation of New Manager
Options to acquire 42,429 additional shares of Common Stock of the Issuer owned
by CVCA. As of August 7, 1996, Mr. Stein and Mr. Sabel continue to collectively
own New Manager Options to purchase 17,761 shares of Common Stock of the Issuer
owned by CVCA and Additional Manager Options to purchase 170,735 shares of
Common Stock of the Issuers owned by CVCA, in each case, having an exercise
price of $3.875 and expiring on December 31, 1997.
On January 7, 1997, CVCA sold 40,448 shares of Common Stock to
Mr. Stein and 69,429 shares of Common Stock to Mr. Sabel upon their exercise of
remaining New Manager Options and Additional Manager Options. Mr. Stein paid the
purchase price of his options through the cancellation of Additional Manager
Options to acquire 52,246 additional shares of Common Stock of the Issuer owned
by CVCA and Mr. Sabel paid the exercise price of his options through the
cancellation of Additional Manager Options to acquire 89,680 additional shares
of Common Stock of the Issuer owned by CVCA.
page 18 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
On July 30, 1998, the Issuer's Registration Statement on Form
S-2 for the sale of its Common Stock was declared effective. On August 4, 1998
and pursuant to the 1998 Registration Statement and Final Prospectus, CVCA sold
800,000 shares of the Issuer's Common Stock for $17.00 per share. Information
concerning the public offering is contained in the 1998 Registration Statement
and Final Prospectus.
Item 7. Material to be Filed as Exhibits.
- ------------------------------------------
*1. Stock Exchange Agreement dated February 28, 1989, by and among the
Issuer, HAC, Hanger, CVCA and Messrs. Manganiello and Cestaro,
including certain exhibits thereto listed separately below.
*2. Stockholders' Agreement, dated as of May 15, 1989, by and among the
Issuer, CVCA, CEA, Messrs. Manganiello and Cestaro, Gerald E. Bisbee,
Jr., Ivan R. Sabel, and Richard A. Stein.
*2.1. Amendment No. 1 to Stockholders' Agreement dated as of February 12,
1990.
*2.2 Amendment Agreement, dated as of August 13, 1990, between the Issuer,
CVCA, CEA, and Messrs. Manganiello, Sabel, Cestaro and Stein, amending
for the second time, among other things, the Stockholders' Agreement.
*2.3 Stock Forfeiture Memorandum, dated as of October 30, 1990, between the
Issuer, CVCA, Exeter, the Bank and Messrs. Manganiello and Cestaro.
*2.4 Amendment No. 3 to Stockholders' Agreement, dated as of November 8,
1990.
*3. Certificate of Designations, Preferences and Rights of the Issuer's
Preferred Stock.
*3.1 Restated Certificate of Designations, Preferences and Rights of
Issuer's Preferred Stock.
*4. Management Incentive Stock Option Plan (Terminated by Exhibit 2.2).
*5. Chemical Stock Forfeiture Agreement, dated as of May 15, 1989, by and
between the Issuer and CVCA (Terminated by Exhibit 2.2).
*5.1 Form of Stock Option and Vesting Agreements, each dated as of August
13, 1990, between CVCA on the one hand and each of Messrs. Manganiello,
Sabel, Cestaro and Stein on the other hand (filed as Exhibits A-D to
Exhibit 2.2 above).
*5.2 Stock Option and Vesting Agreements, each dated as of March 14, 1991,
between CVCA on the one hand and each of Messrs. Manganiello, Sabel and
Stein on the other hand.
* Filed Previously
page 19 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
*5.3 Amendment to Stock Option and Vesting Agreements and Amendment
Agreement, dated as of February 20, 1992, by and among CVCA, CEA,
Exeter, the Issuer and Messrs. Manganiello, Sabel and Stein.
*5.4 Stock Option Agreements, each dated as of May 16, 1994, between CVCA on
the one hand and each of Messrs. Manganiello, Sabel and Stein on the
other hand.
*5.5 Second Amendment to Stock Option and Vesting Agreements and Amendment
Agreement, dated as of May 16, 1994, by and among CVCA, CEA, the Issuer
and Messrs. Manganiello, Sabel and Stein.
*5.6 Third Amendment to Stock Option and Vesting Agreements and Amendment
Agreement, dated as of September 22, 1994, by and among CVCA, CEA, the
Issuer and Messrs. Manganiello, Sabel and Stein.
5.7 Fourth Amendment to Stock Option and Vesting Agreements and Amendments
and Amendment Agreement, dated as of October 27, 1995 by and among
CVCA, CEA, the Issuer and Messrs. Manganiello, Sabel and Stein.
5.8 Fifth Amendment to Stock Option and Vesting Agreements and Amendment
Agreement, dated as of October 27, 1995 by and among CVCA, CEA, the
Issuer and Messrs. Manganiello, Sabel and Stein.
*6. Management Stock Forfeiture Agreement, dated as of May 15, 1989, by and
among CVCA and Messrs. Bisbee, Sabel, Stein, Manganiello and Cestaro
(Terminated by Exhibit 2.2).
*7. Guaranty Agreement, dated as of May 15, 1989, executed by the Issuer
and its subsidiaries in favor of CEA.
*7.1 First Amendment to Guaranty Agreement dated as of February 12, 1990.
*7.2 Second Amendment to Guaranty Agreement, dated as of November 8, 1990.
*7.3 Third Amendment to Guaranty Agreement, dated as of March 1, 1991.
*7.4 Fourth Amendment to Guaranty Agreement, dated as of March 20, 1991.
*7.5 Fifth Amendment to Guaranty Agreement, dated as of February 20, 1992.
*8. Registration Agreement, dated as of May 15, 1989, by and among the
Issuer, CVCA, Bank, and Messrs. Bisbee, Sable, Stein, Manganiello and
Cestaro.
*8.1 First Amendment to Registration Agreement dated as of February 12,
1990.
*8.2 Amended and Restated Registration Rights Agreement, dated as of
November 8, 1990.
* Filed Previously
page 20 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
*9. The Issuer's Principal Stockholders' Agreement dated as of February 28,
1989, by and among Gerald E. Bisbee, Jr., Ivan R. Sabel, Miles Lerman,
Gershon A. Stern, Capital Orthopedics, Inc., Richard A. Stein, and HAC.
*10. Agreement dated as of February 28, 1989, by and among the Issuer, Miles
Lerman, and Gershon A. Stern.
*11. Beneficial Ownership Agreement dated as of May 9, 1989 by and between
CVCA and Exeter.
*11.1 First Amended and Restated Beneficial Ownership Agreement dated as of
March 1, 1990 by and between CVCA and Exeter.
*11.2 Amendment Agreement, dated as of August 13, 1990, amending among other
things, the First Amended and Restated Beneficial Ownership Agreement.
*11.3 Amendment Agreement, dated as of November 8, 1990, amending among other
things, the First Amended and Restated Beneficial Ownership Agreement.
*11.4 Amendment Agreement, dated as of March 1, 1991, amending among other
things, the First Amended and Restated Beneficial Ownership Agreement.
*11.5 Amendment Agreement, dated as of March 20, 1991, amending among other
things, the First Amended and Restated Beneficial Ownership Agreement.
*11.6 Stock Purchase Agreement, dated as of June 1, 1991, between CVCA and
Exeter.
*11.7 Letter Agreement, dated as of February 20, 1992, between CVCA and
Exeter.
*12. Stock Redemption Agreement dated as of May 15, 1989 by and between CVCA
and the Issuer.
*13. Letter, dated April 15, 1989, from CVCA to the Issuer.
*14. Agreement dated as of May 15, 1989 by and between CVCA and Exeter with
respect to filing Schedule 13D.
*15. Stock Purchase Agreement dated as of February 12, 1990 by and among the
Issuer, CVCA and Messrs. Manganiello, Cestaro, Sabel and Stein.
*16. Note and Stock Pledge Agreement dated as of February 12, 1990 between
CVCA and Mr. Stein.
*17. Warrant Agreement dated as of May 15, 1989 by and among the Issuer,
Bank and CVCA.
* Filed Previously
page 21 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
*18. Stock and Note Purchase Agreement, dated as of February 28, 1989, among
Hanger, CEA, CVCA and Messrs. Manganiello and Cestaro.
*18.1 First Amendment to Stock and Note Purchase Agreement, dated as of May
9, 1989.
*18.2 Second Amendment to Stock and Note Purchase Agreement, dated as of May
15, 1989.
*18.3 Third Amendment to Stock and Note Purchase Agreement, dated as of
February 12, 1990.
*18.4 Fourth Amendment to Stock and Note Purchase Agreement, dated as of June
19, 1990.
*18.5 Fifth Amendment to Stock and Note Purchase Agreement, dated as of
November 8, 1990, among the previous parties to the Stock and Note
Purchase Agreement and the Issuer.
*18.6 Sixth Amendment to Stock and Note Purchase Agreement, dated March 1,
1991.
*18.7 Seventh Amendment to Stock and Note Purchase Agreement, dated March 20,
1991.
*18.8 Letter Agreement, dated May 31, 1991, between Hanger and CVCA.
*18.9 Eighth Amendment to Stock and Note Purchase Agreement, dated as of
February 20, 1992.
*19. Subordination Agreement, dated as of May 15, 1989, between the Bank and
CEA and acknowledged by the Issuer and each of the Issuer's
subsidiaries.
*19.1 First Amendment to Subordination Agreement, dated as of February 12,
1990.
*19.2 Second Amendment to Subordination Agreement, dated as of June 19, 1990.
*19.3 Third Amendment to Subordination Agreement, dated as of November 8,
1990, among the previous parties to the Subordination Agreement and
CVCA.
*19.4 Fourth Amendment to Subordination Agreement, dated as of March 1, 1991.
*19.5 Fifth Amendment to Subordination Agreement, dated as of March 20, 1991.
*19.6 Sixth Amendment to Subordination Agreement, dated as of February 20,
1992.
*20. Warrant, dated as of August 6, 1991, issued by the Company to CVCA.
*20.1 Warrant, dated as of August 6, 1991, issued by the Company to Exeter.
*21. Form of Warrant, dated as of November 5, 1991, issued by the Company to
CVCA.
*21.1 Form of Warrant, dated as of November 5, 1991 issued by the Company to
Exeter.
* Filed Previously
page 22 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
*22. Amendment to Warrants, dated as of February 20, 1992, among the Issuer,
CVCA and Exeter.
*23. Senior Subordinated Note Purchase Agreement, dated as of November 1,
1996 between the Issuer, PPI and CVCA.
*24. Warrant dated November 1, 1996 issued by the Issuer to CVCA.
* Filed Previously
page 23 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
SCHEDULE A
- ----------
Item 2 information for executive officers and directors of Chase Capital
Corporation.
SCHEDULE B
- ----------
Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
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.
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: Chase Capital Partners, Its General Partner
--------------------------------------------------
By: /s/Mitchell J. Blutt
--------------------------------------------------
Name: Mitchell J. Blutt
Title: Executive Partner of Chase Capital Partners
February 10, 1999
- ---------------------------
Date
page 24 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
SCHEDULE A
----------
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------------------------------------------------------------------------------
* Principal occupation is employee and/or officer of Chase. Business address
is c/o Chase Manhattan Corporation, 270 Park Avenue, New York, New York
10017.
** Principal occupation is employee of Chase and/or general partner of Chase
Capital Partners. Business address is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, NY 10017.
page 25 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
SCHEDULE B
----------
THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
-------------------
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
-----------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
- --------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
- --------------------------------------------------------------------------------
Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
** Each of the persons named below is a citizen of the United States of
America.
page 26 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
M. Anthony Burns Chairman of the Board, President and
Chief Executive Officer
Ryder System, Inc.
2800 N.W. 82nd Avenue
Miami, Florida 33166
- --------------------------------------------------------------------------------
H. Laurence Fuller Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
- --------------------------------------------------------------------------------
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950
- --------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
- --------------------------------------------------------------------------------
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest Road
Pleasantville, New York 10570
- --------------------------------------------------------------------------------
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
- --------------------------------------------------------------------------------
Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
- --------------------------------------------------------------------------------
page 27 of 28
<PAGE>
SCHEDULE 13D
------------
Issuer: Hanger Orthopedic Group, Inc. CUSIP Number: 41043F-208
- ------ ------------
- --------------------------------------------------------------------------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, New York 10022
- --------------------------------------------------------------------------------
Thomas G. Labrecque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
- --------------------------------------------------------------------------------
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies Inc.
600 Mountain Avenue, Rm. 6A511
Murray Hill, New Jersey 07974
- --------------------------------------------------------------------------------
Walter V. Shipley Chairman of the Board and
Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
- --------------------------------------------------------------------------------
Andrew C. Sigler Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
- --------------------------------------------------------------------------------
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
- --------------------------------------------------------------------------------
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
- --------------------------------------------------------------------------------
page 28 of 28
