<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Executone Information Systems, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
301607 10 7
- -------------------------------------------------------------------
(CUSIP Number)
Steven N. Machtinger
Hambrecht & Quist LLC
One Bush Street, San Francisco, CA 94104
(415) 439-3000
- -------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- -------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 the
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>
Page 2 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Group
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,727,580
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,727,580
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,727,580
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist California
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,727,580
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,727,580
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,727,580
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 4 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Liquidating Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,245,042
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,245,042
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 5 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H & Q Alliance Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
19,890
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,890
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 6 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H & Q Investors
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
36,432
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
36,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 7 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H&Q London Ventures
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
950,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
950,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
BD, PN
<PAGE>
Page 8 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hamco Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
281,364
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
281,364
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,364
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 9 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hamist '82
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
9,115
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
9,115
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,115
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 10 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hamquist
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
166,322
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
166,322
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,322
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 11 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Guaranty Finance Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
640,732
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
640,732
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,732
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 12 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Venture Associates (BVI) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
300,779
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
300,779
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,779
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 13 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Hambrecht
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
3,008,944
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,008,944
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,944
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 14 of 24 Pages
CUSIP No. 301607 10 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel H. Case III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
136,549
8 SHARED VOTING POWER
3,368,312
9 SOLE DISPOSITIVE POWER
136,549
10 SHARED DISPOSITIVE POWER
3,368,312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,504,861
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 15 of 24 Pages
CUSIP No. 301607 10 7
ITEM 1. SECURITY AND ISSUER.
The reporting persons are the holders of shares of the Common Stock (the
"Stock") of Executone Information Systems, Inc., (the "Company" or "Executone"),
6 Thorndal Circle, Darien, CT 06820.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) & (c) The following information is given with respect to the
persons filing this statement:
HAMBRECHT & QUIST GROUP ("H&Q Group") is a publicly-held Delaware
corporation formed in 1996 with its principal office at One Bush Street, San
Francisco, California 94104. In addition to being engaged, through its
subsidiary, Hambrecht & Quist LLC (described below), in the investment banking
and broker-dealer businesses, H&Q Group through associated entities, is engaged
in the venture capital and money management businesses. The directors and
executive officers of H&Q Group are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, President, One Bush Street Same as
CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bust Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bust Street Development
San Francisco, CA Capital LLC
94104
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
<PAGE>
Page 16 of 24 Pages
CUSIP No. 301607 10 7
Edmund H. Director c/o Hambrecht & Quist Vice President
Shea, Jr. One Bush Street of J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
capital)
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
</TABLE>
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), wholly owned by H&Q Group,
is a California corporation formed in 1982 with its principal office at One Bush
Street, San Francisco, California 94104. In addition to being engaged, through
its subsidiary, Hambrecht & Quist LLC, in the investment banking and
broker-dealer businesses, H&Q Group directly and through associated entities, is
engaged in the venture capital and money management businesses. The directors
and executive officers of H&Q Group are thesame as those for H&Q Group.
HAMBRECHT & QUIST LLC ("H&Q LLC"), a subsidiary of H&Q California, is a
Delaware limited liability company formed in 1982 for the purpose of engaging in
the investment banking and securities brokerage businesses, with its principal
office at One Bush Street, San Francisco, CA 94104. H&Q California and
Hambrecht & Quist B/D Subsidiary Corp., a wholly owned subsidiary of H&Q
California, are the members of H&Q LLC. The directors and executive officers of
H&Q LLC are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, President One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director, Chairman One Bush Street Same as
Hambrecht San Francisco, CA Position
94104
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
<PAGE>
Page 17 of 24 Pages
CUSIP No. 301607 10 7
Paul L. Executive Vice One Bush Street Same as
Hallingby President San Francisco, CA Position
94104
Cristina M. Co-Director of One Bush Street Same as
Morgan Investment Banking San Francisco, CA Position
94104
David M. Co-Director of One Bush Street Same as
McAuliffe Investment Banking San Francisco, CA Position
and Chief 94104
Administrative
Officer
Bruce M. Director of One Bush Street Same as
Lupatkin Research San Francisco, CA Position
94104
</TABLE>
HAMBRECHT & QUIST LIQUIDATING TRUST is a trust formed in 1996 with
principal offices at One Bush Street, San Francisco, CA 94104. The trustees
are Patrick J. Allen (CFO of H&Q Group, H&Q California and H&Q LLC), Paul L.
Hallingby (Executive Vice President of Hambrecht & Quist LLC), and William R.
Hambrecht (described below).
HAMQUIST and H&Q INVESTORS are California limited partnerships formed in
1982 and 1983, respectively, for the purpose of allowing employees and others
connected with H&Q Group to make venture capital investments on a pooled basis.
They each have principal offices at One Bush Street, San Francisco, CA 94104.
The general partner of Hamquist is H&Q California (described above). The
general partner of H&Q Investors is Hambrecht & Quist Management Corporation
("H&Q Management Corp."), a California corporation wholly-owned by H&Q
California, with the same principal offices. The executive officers and
directors of Hambrecht & Quist Management Corporation are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
William R. Director, One Bush Street Chairman of
Hambrecht President San Francisco, CA H&Q Group and
94104 H&Q California
Standish Director, Vice One Bush Street Principal of
O'Grady President San Francisco, CA H&Q California
94104
Patrick J. Director, CFO, One Bush Street CFO of H&Q
Allen V.P. San Francisco, CA Group and
94104 H&Q California
Steven N. Director, Secretary, One Bush Street Secretary of
Machtinger V.P. San Francisco, CA H&Q Group
94104 and H&Q
California
</TABLE>
<PAGE>
Page 18 of 24 Pages
CUSIP No. 301607 10 7
HAMCO CAPITAL CORPORATION is a California corporation with its princiapl
offices at One Bush Street, San Francisco, CA 94104. Its directors and
principal officers are William R. Hambrecht, Sarah P. Hambrecht and Sharon S.
Smith. William R. Hambrecht controls Hamco Capital Corporation.
HAMIST '82 is a California limited partnership formed in 1982 to make
venture capital investments. Its principal offices are at One Bush Street,
San Francisco, CA 94104 and its general partner is H&Q California (described
above).
H&Q ALLIANCE FUND is a California limited partnership formed in 1984 with
principal offices at One Bush Street, San Francisco, CA 94104. The general
partner is H&Q California (described above).
H&Q LONDON VENTURES is an English partnership formed in 1985 to make
venture capital investments, with principal offices at One Charlotte Square,
Edinburgh, Scotland EH2 4DZ. The general partners of H&Q London Ventures are
H&Q Venture Partners and London American Ventures Trust P.L.C. H&Q Venture
Partners has complete investment authority over the partnership.
GUARANTY FINANCE MANAGEMENT CORP. is a California corporation with its
principal offices at One Bush Street, San Francisco, CA 94104. The executive
officers and directors of Guaranty Finance Management Corp. are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Donald M. President, One Bush Street Same as position
Campbell Treasurer, San Francisco, CA 94104
Director
Daniel H. V.P., Director One Bush Street CEO of H&Q
Case III San Francisco, CA 94104 Group
Lorraine Secretary One Bush Street Same as position
Nield San Francisco, CA 94104
</TABLE>
VENTURE ASSOCIATES (BVI) LIMITED ("Venture Associates") is a British
Virgin Islands corporation formed in 1969 with principal offices at Burnaby
Building, P.O. Box HM 1368, Hamilton HM FX, Bermuda. Hambrecht & Quist
Venture Partners ("H&Q Venture Partners") currently acts as investment
manager for Venture Associates. The general partners of H&Q Venture Partners
are H&Q California (described above) and William R. Hambrecht (described
below). The directors and executive officers of Venture Associates are the
following:
<PAGE>
Page 19 of 24 Pages
CUSIP No. 301607 10 7
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Melvin R. Seiden Chairman P.O. Box 720 Consultant
(United States) Pawling, NY 12564
U.S.A.
Sir Charles Fraser Director and Shepherd House Retired
(United Kingdom) President Inveresk
Midlothian EH21 7TH
Scotland
Gerard de Bruin Director Rolinco N.V. Managing
(The Netherlands) Coolsingel 120 Director,
NL-3011 AG Rotterdam Robeco Bank
The Netherlands
Michael Kennedy Director Oak Lodge Retired
Inveresk
Musselburgh
Midlothian EH21 7TE
Scotland
Michael J. Drew Vice President c/o Venture Associates Same as position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
Donald E. Treasurer c/o Venture Associates Same as position
van Raalte 22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
Susan Fairhurst Secretary c/o Venture Associates Same as position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11, Bermuda
</TABLE>
DANIEL H. CASE III is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation
is President and Chief Executive Officer of H&Q LLC.
WILLIAM R. HAMBRECHT is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation
is Chairman of H&Q LLC.
(d) & (e) To the best knowledge of the reporting persons, during the last
five years none of the reporting persons or their officers, directors or
controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All individuals referred to above are United States citizens.
<PAGE>
Page 20 of 24 Pages
CUSIP No. 301607 10 7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of Stock of the Company were purchased with the funds of the
owners of the shares of Stock listed in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION.
The owners listed in Item 5 purchased the Stock of the Company for
general investment purposes. The owners listed in Item 5 may acquire or
dispose of shares of the Stock of the Company, based upon their respective
investment decisions. It is not contemplated that any of the holdings
reported hereunder or any future acquisitions will result in any change in
the present management of the Company.
The owners listed in Item 5 have no present plans or proposals which
relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy
of the Company;
(e) any other material change in the Company's business or corporate
structure;
(f) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(g) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, there were 49,371,481 shares of Common Stock
outstanding as of April 30, 1997. The following summarizes the shares of the
Company beneficially owned by the reporting persons:
<PAGE>
Page 21 of 24 Pages
CUSIP No. 301607 10 7
<TABLE>
<CAPTION>
Number of
Shares Percentage
Investor Common Stock of Class
- -------- ------------ --------
<S> <C> <C>
H&Q Group 2,727,580 5.5%
H&Q California 2,727,580 5.5%
H&Q Liquidating Trust 1,245,042 2.5%
H&Q London Ventures 950,000 1.9%
Venture Associates (BVI) 300,779 0.6%
H&Q Alliance Fund 19,890 less than 0.1%
Hamquist 166,322 0.3%
H&Q Investors 36,432 0.1%
Hamist '82 9,115 less than 0.1%
Hamco Capital Corporation 281,364 0.6%
Guaranty Finance
Management Corp. 640,732 1.3%
Daniel H. Case III 3,504,861 7.1%
William R. Hambrecht 3,008,944 6.1%
</TABLE>
The 2,727,580 shares beneficially owned by H&Q Group and H&Q California
are a result of their interests H&Q Venture Partners. H&Q Group is the sole
parent of H&Q California which in turn wholly owns H&Q Management Corp.
(described above). H&Q California is a general partner of H&Q Venture
Partners, H&Q Alliance Fund, and Hamist '82, and officers of H&Q LLC are
trustees of the H&Q Liquidating Trust.
H&Q Liquidating Trust disposed of 125,000 shares on July 30, 1997 on the
open market at $2.06 per share; and on August 12, 1997 disposed of 10,000
shares, on August 15, 1997 disposed of 35,000 shares and on August 18, 1997
disposed of 30,000 shares, all at $2.09 per shares.
Daniel H. Case III is director and the President and Chief Executive
Officer of H&Q Group, H&Q California, H&Q LLC and a director and Vice
President of Guaranty Finance Management Corp. Mr. Case holds an aggregate of
136,549 shares of Executone. Mr. Case disclaims beneficial ownership of all
of such shares except for shares directly held by him.
William R. Hambrecht is Chairman of H&Q Group, H&Q California, H&Q LLC
and a trustee of H&Q Liquidating Trust. Mr. Hambrecht does not directly hold
any shares of Executone. Mr. Hambrecht may be deemed to control various
other reporting persons.
Because voting and investment decisions concerning the above securities
may be made by or in conjunction with H&Q Group, H&Q California, Daniel H.
Case III and William R. Hambrecht, each of the reporting persons may be
deemed a member of a group that shares voting and dispositive power over all
of the above securities. Although the reporting persons are reporting such
securities as if they were members of a group, the filing of this report
shall not be construed as an admission by any reporting person that it is a
beneficial owner of any securities other than those directly held by such
reporting person.
Under the definition of "beneficial ownership" in Rule 13d-3 under the
Securities Exchange Act of 1934, it is also possible that the individual
directors, executive officers, members and/or managers of the foregoing
entities might be deemed the "beneficial owners" of some or all of the
securities to which this report relates in that they might be deemed to share
the power to direct the voting or disposition of such securities. Neither
the filing of this report nor any of its contents shall be deemed to
constitute an admission that
<PAGE>
Page 22 of 24 Pages
CUSIP No. 301607 10 7
any of such individuals is, for any purpose, the beneficial owner of any of
the securities to which this report relates, and such beneficial ownership is
expressly disclaimed.
This report does not include shares of Common Stock, if any, held by
Hambrecht & Quist LLC in its trading account for the purposes of making a
market in Executone's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the best knowledge and belief of the reporting persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or between such persons and any person with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Joint Filing Undertaking as required by Rule 13d-1(f).
<PAGE>
Page 23 of 24 Pages
CUSIP No. 301607 10 7
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.
DATED: August 26, 1997
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
---------------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
---------------------------------
Chief Financial Officer
HAMBRECHT & QUIST LIQUIDATING TRUST
By: /s/ Patrick J. Allen
---------------------------
Trustee
H&Q LONDON VENTURES
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
H&Q ALLIANCE FUND
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
<PAGE>
Page 24 of 24 Pages
CUSIP No. 301607 10 7
HAMQUIST
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
H&Q INVESTORS
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
HAMIST '82
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
HAMCO CAPITAL CORPORATION
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
GUARANTY FINANCE MANAGEMENT CORP.
By: /s/ Daniel H. Case III
---------------------------
Vice President
DANIEL H. CASE III
By: /s/ Daniel H. Case III
----------------------------
Daniel H. Case III
WILLIAM R. HAMBRECHT
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking
<PAGE>
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to the Schedule 13D to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf
of each of such parties.
DATED: August 26, 1997
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
---------------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
---------------------------------
Chief Financial Officer
HAMBRECHT & QUIST LIQUIDATING TRUST
By: /s/ Patrick J. Allen
---------------------------
Trustee
H&Q LONDON VENTURES
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
H&Q ALLIANCE FUND
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
<PAGE>
HAMQUIST
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
H&Q INVESTORS
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
HAMIST '82
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
HAMCO CAPITAL CORPORATION
By: /s/ Sharon Smith
---------------------------
Attorney-in-Fact
GUARANTY FINANCE MANAGEMENT CORP.
By: /s/ Daniel H. Case III
---------------------------
Vice President
DANIEL H. CASE III
By: /s/ Daniel H. Case III
----------------------------
Daniel H. Case III
WILLIAM R. HAMBRECHT
By: /s/ Sharon Smith
----------------------------
Attorney-in-Fact
