SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 2
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)
December 22, 1999
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
2,572,850
8 Shared Voting Power
9 Sole Dispositive Power
2,572,850
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,572,850
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
3.7%
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
6,742,416
9 Sole Dispositive Power
10 Shared Dispositve Power
6,742,416
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,742,416
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.6%
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
6,742,416
9 Sole Dispositive Power
10 Shared Dispositve Power
6,742,416
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,742,416
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.6%
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
116,325
8 Shared Voting Power
6,742,416
9 Sole Dispositive Power
116,325
10 Shared Dispositve Power
6,742,416
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,858,741
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.7%
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 and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR
AUDREY HILLIARD HILLMAN I.D. #25-6064937
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
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 9
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T
DATED 11/16/64 FOR JULIET LEA HILLMAN I.D. #25-6064939
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
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 10
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T
DATED 11/16/64 FOR HENRY L. HILLMAN, JR. I.D. #25-6064938
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
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 11
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T
DATED 11/16/64 FOR WILLIAM TALBOTT HILLMAN I.D. #25-6064940
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
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 12
<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
7,013,841
9 Sole Dispositive Power
10 Shared Dispositve Power
7,013,841
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,013,841
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.9%
14 Type of Reporting Person
IN
Page 13
<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
6,858,741
9 Sole Dispositive Power
10 Shared Dispositive Power
6,858,741
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,858,741
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.7%
14 Type of Reporting Person
IN
Page 14
<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
6,858,741
9 Sole Dispositive Power
10 Shared Dispositive Power
6,858,741
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,858,741
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.7%
14 Type of Reporting Person
IN
Page 15
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY
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
155,100
9 Sole Dispositive Power
10 Shared Dispositive Power
155,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
155,100
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.2%
14 Type of Reporting Person
IN
Page 16
<PAGE>
SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 2 to Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on
January 14, 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 and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Audrey Hilliard Hillman (the "AHH Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Juliet Lea Hillman (the "JLH Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Henry L. Hillman, Jr. (the "HLHJR Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for William Talbott Hillman (the "WTH Trust")
C. G. Grefenstette
Henry L. Hillman
Elsie Hilliard Hillman
Thomas G. Bigley
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, the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJR
Trust and the WTH 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
Thomas G. Bigley
One Oxford Centre, 28th Floor
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 occupations of the 1985 Trust, the AAH Trust, the JLH Trust, the
HLHJR Trust and the WTH Trust are: diversified investments and operations.
C. G. Grefenstette
See Exhibit 1
Thomas G. Bigley
Managing Partner, Ernst & Young
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, the AAH Trust, the JLH Trust, the HLHJR Trust and the WTH
Trust are Pennsylvania trusts.
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, Thomas G. Bigley, 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 December 23, 1999, and January 3, 2000, the following persons
sold an aggregate of 1,266,615 shares of the Common Stock of the Issuer: HCC
Investments, Inc., Wilmington Securities, Inc., the 1985 Trust, the AAH Trust,
the JLH Trust, the HLHJR Trust, the WTH Trust, and Hillman/Dover Limited
Partnership. The shares of Common Stock sold by these persons, except
Hillman/Dover Limited Partnership, were distributed to them by Hillman/Dover
Limited Partnership on December 22, 1999. These same shares were distributed
to Hillman/Dover Limited Partnership by the following persons on December 22,
1999: Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P.,
Hillman Medical Ventures 1992 L.P. and Hillman Medical Ventures 1994 L.P.
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.
<TABLE>
<CAPTION>
<S><C><C>
Name Number of Shares % of Class of Shares
Hillman Properties20,625.03%
West, Inc.
HCC Investments, Inc.4,125.006%
Wilmington Securities, Inc.2,572,8503.7%
Juliet Challenger, Inc.4,144,8165.9%
The 1985 Trust116,325.2%
The AAH Trust38,775.06%
The JLH Trust38,775.06%
The HLHJR Trust38,775.06%
The WTH Trust38,775.06%
</TABLE>
(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:
(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 6,742,416 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 6,858,741 shares of Common Stock.
(iii)C. G. Grefenstette and Thomas G. Bigley, as Trustees, may be deemed to
share voting and disposition power regarding the aggregate of 155,100 shares
held in trust for the AHH Trust, the JLH Trust, the HLHJR Trust, and the WTH
Trust.
(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.
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
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
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T
DATED 11/16/64 FOR EACH OF AUDREY HILLIARD HILLMAN, JULIET LEA HILLMAN, HENRY
L. HILLMAN, JR. and WILLIAM TALBOTT HILLMAN
/s/ C. G. Grefenstette
By __________________________________
C. G. Grefenstette, Trustee
/s/ Thomas G. Bigley
By __________________________________
Thomas G. Bigley
/s/ C. G. Grefenstette
_____________________________________
C. G. Grefenstette
/s/ Thomas G. Bigley
_____________________________________
Thomas G. Bigley
/s/ Henry L. Hillman
_____________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
_____________________________________
Elsie Hilliard Hillman
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. HillmanChairman of the Executive Committee
2000 Grant Buildingand Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. WagnerPresident, Chief Executive Officer
2000 Grant Buildingand Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, IIIVice President, Secretary, General
1900 Grant BuildingCounsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. LaskowVice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. BurlandoVice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. PhilpVice President - Personnel and
2000 Grant BuildingAdministration
Pittsburgh, Pennsylvania 15219
Richard M. JohnstonVice President - Investments and
2000 Grant BuildingDirector
Pittsburgh, Pennsylvania 15219
<PAGE>
John W. HallVice President - Accounting and
1800 Grant BuildingInformation Services
Pittsburgh, Pennsylvania 15219
Timothy O. FisherVice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. CrockerVice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthyVice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. HallVice President
2000 Grant Building
Pittsburgh, PA 15219
Joseph C. ManzingerVice President
2000 Grant Building
Pittsburgh, PA 15219
Maurice J. WhiteVice President, Shareholder Services
1800 Grant Building
Pittsburgh, PA 15219
Charles H. Bracken, Jr.Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. JohnsonTreasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard RoeschAssistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. AdamcykAssistant Secretary and
2000 Grant BuildingAssistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Carol J. Cusick Riley Vice President, Associate General
1900 Grant BuildingCounsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel ConleyController - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. PoljakController - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. HillmanDirector
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Audrey Hillman FisherDirector
2000 Grant Building
Pittsburgh, PA 15219
PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON
INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, IIIPresident and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrieVice 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. BrownAssistant Vice President and
824 Market Street, Suite 900Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant BuildingAssistant 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 ClarkeDirector
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, IIIPresident
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrieVice President, Chief Financial
824 Market Street, Suite 900Officer, 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 900Assistant Secretary
Wilmington, Delaware 19801
Carol J. Cusick RileySecretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. CosnerAssistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. BachnerAssistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene ClarkeDirector
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. CosnerAssistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
<PAGE>
Joan E. BachnerAssistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene ClarkeDirector
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. McQuarrieVice President and Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Lario M. MariniSenior Vice President
Wilmington Trust Center
Wilmington, Delaware 19801
Stephen P. SmithVice President
2030 Main Street, Suite 640
Irvine, California 92614
Christopher D. HarrisVice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Richard H. BrownAssistant Vice President and
824 Market Street, Suite 900Assistant Secretary
Wilmington, Delaware 19801
Eric C. JohnsonAssistant Secretary and
2000 Grant BuildingAssistant Treasurer
Pittsburgh, Pennsylvania 15219
Michael S. AdamcykAssistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. CosnerAssistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. BachnerAssistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, IIIDirector
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Carol J. Cusick RileyDirector
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>
