<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
October 20, 1997
- -------------------------------------------------------------------------------
(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 18 Pages
CUSIP No. 301607 107
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
1,746,750
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,746,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 3 of 18 Pages
CUSIP No. 301607 107
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
1,746,750
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,746,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 4 of 18 Pages
CUSIP No. 301607 107
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
264,212
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
264,212
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,212
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 5 of 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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
506,562
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
506,562
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,562
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 12 of 18 Pages
CUSIP No. 301607 107
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 18 Pages
CUSIP No. 301607 107
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
2,028,114
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,028,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,028,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 14 of 18 Pages
CUSIP No. 301607 107
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
2,253,312
9 SOLE DISPOSITIVE POWER
136,549
10 SHARED DISPOSITIVE POWER
2,253,312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,389,861
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 15 of 18 Pages
CUSIP No. 301607 107
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4, which is being filed pursuant to Rule 13d-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, amends Amendment No. 3 to the Schedule 13D filed August 28, 1997 (the
"Schedule 13D") and relates to the Common Stock (the "Stock") of Executone
Information Systems, Inc., (the "Company" or "Executone"), which has principal
executive offices at 478 Wheelers Farm Road, Milford, CT 06460-1847. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Schedule 13D. Only those items
of the Schedule 13D containing a change are set forth herein. As of the date of
this Amendment No. 4, the aggregate holdings of the reporting persons has been
reduced below 5.0% and the reporting obligations of such persons has ceased as a
result.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, there were 49,639,043 shares of Common Stock outstanding as of
July 31, 1997. The following summarizes the shares of the Company beneficially
owned by the reporting persons:
Number of
Shares Percentage
Investor Common Stock of Class
- -------- ------------ --------
H&Q Group 1,746,750 3.5%
H&Q California 1,746,750 3.5%
H&Q Liquidating Trust 264,212 0.5%
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. 506,562 1.0%
Daniel H. Case III 2,389,861 4.8%
William R. Hambrecht 2,028,114 4.1%
The 1,746,750 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 630,830 shares on October 17, 1997 on the
open market at $2.58 per share and 225,000 shares at $2.52 a share; and on
October 20, 1997 disposed of 125,000 shares at $2.63 per share.
Guaranty Finance Management Corp. disposed of 25,000 shares on October 15,
1997 on the open market at $2.52 per share; and on October 16, 1997 disposed of
109,170 shares at $2.58 per share.
<PAGE>
Page 16 of 18 Pages
CUSIP No. 301607 107
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
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 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Joint Filing Undertaking as required by Rule 13d-1(f).
<PAGE>
Page 17 of 18 Pages
CUSIP No. 301607 107
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: November 4, 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
HAMQUIST
By: /s/ Sharon Smith
---------------------------------
Attorney-in-Fact
<PAGE>
Page 18 of 18 Pages
CUSIP No. 301607 107
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: November 4, 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
HAMQUIST
By: /s/ Sharon Smith
---------------------------------
Attorney-in-Fact
<PAGE>
CUSIP No. 301607 107
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
