SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
CYTOGEN CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
232824102
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
January 20, 2000
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 statement, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
Page 1
<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN PROPERTIES WEST, INC.
I.D. #51-0124111
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
20,625
8 Shared Voting Power
9 Sole Dispositive Power
20,625
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,625
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.03%
14 Type of Reporting Person
CO
Page 2<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HCC INVESTMENTS, INC.
I.D. #51-0259668
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
4,125
8 Shared Voting Power
9 Sole Dispositive Power
4,125
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,125
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.006%
14 Type of Reporting Person
CO
Page 3<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
JULIET CHALLENGER, INC.
I.D. #51-0256786
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
4,144,816
8 Shared Voting Power
9 Sole Dispositive Power
4,144,816
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,144,816
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.9%
14 Type of Reporting Person
CO
Page 4<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON SECURITIES, INC.
I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,175,000
8 Shared Voting Power
9 Sole Dispositive Power
1,175,000
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,625
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
1.7%
14 Type of Reporting Person
CO
Page 5<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INVESTMENTS, INC.
I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositve Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
CO
Page 6<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THE HILLMAN COMPANY
I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositve Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
CO
Page 7<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositve Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
OO
Page 8<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositve Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
IN
Page 9<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b)
[ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositive Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
IN
Page 10<PAGE>CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
ELSIE HILLIARD HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
5,344,566
9 Sole Dispositive Power
10 Shared Dispositive Power
5,344,566
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,344,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person
IN
Page 11<PAGE>SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 3 to Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on
February 7, 2000 (the "Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $.01 par value, of Cytogen
Corporation, a Delaware corporation (the "Issuer"). The address of the
Issuer's principal executive office is 600 College Road East, Princeton, New
Jersey 08540-5308, and the Issuer's ticker symbol is CYTO.
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the "Registrants"):
Hillman Properties West, Inc., a Delaware corporation, a wholly-owned
subsidiary of Wilmington Securities, Inc.
HCC Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of
Wilmington Investments, Inc.
Juliet Challenger, Inc., a Delaware corporation, a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Securities, Inc., a Delaware corporation, a wholly-owned subsidiary
of Wilmington Investments, Inc.
Wilmington Investments, Inc., a Delaware corporation, a wholly-owned
subsidiary of The Hillman Company.
The Hillman Company, a Pennsylvania corporation controlled by Henry L.
Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the
Henry L. Hillman Trust U/A dated November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of
the Henry L. Hillman Trust U/A dated November 18, 1985 (the "1985 Trust").
C. G. Grefenstette
Henry L. Hillman
Page 12<PAGE> Elsie Hilliard Hillman
The name, position, business address and citizenship of each director and
executive officer of the entities listed above, each controlling person of
such entities and each director and executive officer of any person or
corporation in control of said entities, is attached hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company and the 1985 Trust are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc.,
Wilmington Securities, Inc., Wilmington Investments, Inc. are located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c)Principal occupation or employment
The principal occupations of the corporations, listed in response to Item 2(a)
are: diversified investments and operations.
The principal occupation of the 1985 Trust is diversified investments and
operations.
C. G. Grefenstette
See Exhibit 1
Page 13<PAGE> Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have been
convicted in a criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a) (including Exhibit 1) have
in the last five years been subject to a judgment, decree or final order as
described in Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
The 1985 Trust is a Pennsylvania trust.
Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc.,
Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware
corporations.
The Hillman Company is a Pennsylvania corporation.
C. G. Grefenstette, Henry L. Hillman and Elsie Hilliard Hillman are U.S.
citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
Between January 13, 2000 and February 4, 2000, the following persons sold
an aggregate of 1,662,198 shares of the Common Stock of the Issuer:
Wilmington Securities, Inc.; the 1985 Trust; C. G. Grefenstette and Thomas G.
Bigley, Trustees U/A/T dated November 16, 1964 for Audrey Hilliard Hillman; C.
G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964
for Juliet Lea Hillman; C. G. Grefenstette and Thomas G. Bigley, Trustees
U/A/T dated November 16, 1964 for Henry L. Hillman, Jr.; and C. G.
Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for
William Talbott Hillman.
Page 14<PAGE> Except as set forth above, the Registrants have no present
plans or proposals which relate to or would result in (a) the acquisition by
any person of additional securities of the Issuer or the disposition of
securities of the Issuer, (b) an extraordinary corporate transaction, such as
a merger, reorganization, or liquidation involving the Issuer or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present Board of
Directors or Management of the Issuer including any plans or proposals to
change the number or term of Directors or to fill any existing vacancies on
the Board, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business
or corporate structure, (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act of 1933, or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
The following is a list of the Issuer's Common Stock of which each Registrant
is a direct, beneficial owner. It includes the number of shares held and the
percentage of the class of such shares that are held by such Registrant.
Name Number of Shares % of Class of Shares
Hillman Properties20,625.03%
West, Inc.
HCC Investments, Inc.4,125.006%
Wilmington Securities, Inc.1,175,0001.7%
Juliet Challenger, Inc.4,144,8165.9%
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power to vote
and to direct the vote and the sole power to dispose of and direct the
disposition of those shares except as follows:
Page 15<PAGE>(i)Wilmington Investments, Inc., The Hillman Company, Henry L.
Hillman, as settlor and Trustee of the 1985 Trust, and Elsie Hilliard Hillman
and C. G. Grefenstette, as Trustees of the 1985 Trust, may be deemed to share
voting and disposition power regarding 5,344,566 shares of Common Stock held
beneficially by Hillman Properties West, Inc., HCC Investments, Inc., Juliet
Challenger, Inc., and Wilmington Securities, Inc.
(ii)As trustees of the 1985 Trust, Henry L. Hillman, Elsie Hilliard Hillman
and C. G. Grefenstette may be deemed to own beneficially and share voting and
disposition power over 5,344,566 shares of Common Stock.
(c), (d) and (e). Not applicable.
Item 6.Contracts, Arrangements, Understandings of Relationships With Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1.Information concerning officers and directors of reporting
persons and certain affiliates thereof.
Page 16<PAGE>SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HILLMAN PROPERTIES WEST, INC.
/s/ Andrew H. McQuarrie
By _______________________________________
Andrew H. McQuarrie, Vice President
HCC INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _______________________________________
Andrew H. McQuarrie, Vice President
JULIET CHALLENGER, INC.
/s/ Andrew H. McQuarrie
By _______________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By _______________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _______________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By _______________________________________
Lawrence M. Wagner, President
Page 17<PAGE> HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G.
GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A
DATED NOVEMBER 18, 1985
/s/ C. G. Grefenstette
By _______________________________________
C. G. Grefenstette, Trustee
/s/ C. G. Grefenstette
__________________________________________
C. G. Grefenstette
/s/ Henry L. Hillman
__________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
__________________________________________
Elsie Hilliard Hillman
Page 18
EXHIBIT 1
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS AND DIRECTORS OF THE
HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
<S> <C>
Henry L. Hillman Chairman of the Executive Committee
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive Officer
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary, General
1900 Grant Building Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
<PAGE>
John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. Hall Vice President
2000 Grant Building
Pittsburgh, PA 15219
Joseph C. Manzinger Vice President
2000 Grant Building
Pittsburgh, PA 15219
Maurice J. White Vice President, Shareholder Services
1800 Grant Building
Pittsburgh, PA 15219
Charles H. Bracken, Jr. Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Audrey Hillman Fisher Director
2000 Grant Building
Pittsburgh, PA 15219
PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON
INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial Officer,
824 Market Street, Suite 900 Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE
U.S. CITIZENS
H. Vaughan Blaxter, III President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Carol J. Cusick Riley Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
HCC INVESTMENTS, INC. AND JULIET CHALLENGER, INC.,
ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
<PAGE>
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
HILLMAN PROPERTIES WEST, INC., ALL OF WHOM
ARE U.S. CITIZENS
H. Vaughan Blaxter, III President, Secretary and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President and Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President
Wilmington Trust Center
Wilmington, Delaware 19801
Stephen P. Smith Vice President
2030 Main Street, Suite 640
Irvine, California 92614
Christopher D. Harris Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, III Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Carol J. Cusick Riley Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED
NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
TRUSTEES OF THE FOUR HILLMAN TRUSTS DATED 11/16/64,
BOTH OF WHOM ARE U.S. CITIZENS
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Thomas G. Bigley
One Oxford Centre, 28th floor
Pittsburgh, Pennsylvania 15219
</TABLE>
