SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PURCHASESOFT, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
395793201
(CUSIP Number)
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attention: J. Murray Logan
(212) 649-5600
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 5, 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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
<PAGE>
Page 2 of 14 of the Schedule 13D pertaining to the Common shares of
Purchasesoft, Inc, Delaware corporation, filed with the Securities and Exchange
Commission ("SEC") on April 27, 1998 for an event of April 17, 1998, as amended
by Amendment No.1 filed with the SEC on June 9, 1998, by Amendment No. 2 filed
with the SEC on June 9, 1998 and by Amendment No. 3 filed on July 28, 1998 (the
"Amended Schedule 13D"), is hereby further amended as follows:
CUSIP NO. 395793201 PAGE 2 of 14 PAGES
- -------------------- ------------------
1) Names of Reporting Person. L-R Global Partners, L.P.
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) WC
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 (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,831,163 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 70.17%
14) Type of Reporting Person (See
Instructions) PN
<PAGE>
Page 3 of 14 of the Amended Schedule 13D is hereby amended to read in its
entirety as follows:
CUSIP NO. 395793201 PAGE 3 of 14 PAGES
---------------- ------------------
1) Names of Reporting Person. L-R Managers, LLC, as the general
partner of L-R Global Partners, L.P.
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) Not applicable (see Item
3 in initial Schedule 13D
and as amended)
5) Check if Disclosure of Legal
Proceedings is Required Pur
suant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,831,163 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 70.17%
14) Type of Reporting Person (See
Instructions) 00
<PAGE>
Page 4 of 14 of the Amended Schedule 13D is hereby amended to read in
its entirety as follows:
CUSIP NO. 395793201 PAGE 4 of 14 PAGES
--------- ------------------
1) Names of Reporting Person. J. Murray Logan, as a member of
Identification No. of L-R Managers,LLC and in his
Above Person (entities only) individual capacity
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds
PF with respect to securities with sole voting and dispositive power.
Not applicable with respect to securities with shared voting and
dispositive power.
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of U.S.A.
Organization
Number of (7) Sole Voting Power 300,819 shares
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 300,819 shares
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,131,982 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 72.32%
14) Type of Reporting Person (See
Instructions) IN
<PAGE>
Page 5 of 14 of the Amended Schedule 13D is hereby amended to read in its
entirety as follows:
CUSIP NO. 395793201 PAGE 5 of 14 PAGES
- -------------------- ------------------
1) Names of Reporting Person. Rockefeller & Co., Inc., as a
Identification No. of member of L-R Managers, LLC
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) Not applicable (see Item 3 in
initial Schedule 13D and as amended)
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of
Organization New York
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,831,163 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 70.17%
14) Type of Reporting Person
(See Instructions) CO
<PAGE>
Page 6 of 14 of the Amended Schedule 13D is hereby amended to read in its
entirety as follows:
CUSIP NO. 395793201 PAGE 6 of 14 PAGES
- ------------------- ------------------
1) Names of Reporting Person. Rockefeller Financial Services,
Identification No. of Inc., as sole shareholder of
Above Person (entities only) Rockefeller & Co., Inc.
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) Not applicable (see Item 3 in initial
Schedule 13D and as amended)
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of
Organization New York
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,831,163 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 70.17%
14) Type of Reporting Person (See
Instructions) HC
<PAGE>
13D-PSFT.RTF
Page 7of 14 of the Amended Schedule 13D is hereby amended to read in its
entirety as follows:
CUSIP NO. 395793201 PAGE 7of 14 PAGES
--------- -----------------
1) Names of Reporting Person. Donald S. LaGuardia, as a member of
Identification No. of L-R Managers,LLC and in his
Above Person (entities only) individual capacity
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds
PF with respect to securities with sole voting and dispositive power.
Not applicable with respect to securities with shared voting and
dispositive power.
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of
Organization U.S.A.
Number of (7) Sole Voting Power 16,000 shares (1)
Shares Bene- (8) Shared Voting
ficially Power 9,831,163 shares
Owned by (9) Sole Dispositive
Each Report- Power 16,000 shares (1)
ing Person (10) Shared Dispositive
With Power 9,831,163 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,847,163 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 70.28%
14) Type of Reporting Person (See
Instructions) IN
(1) Excludes 20,000 shares of Common Stock which Mr. LaGuardia has the
right to acquire upon the exercise of stock options which vest when the
Common Stock trades at $3.60 per share for ten consecutive trading
days. These options were granted to Mr. LaGuardia under the Issuer's
1997 stock option plan.
<PAGE>
The Amended Schedule 13D is hereby further amended as follows:
1. By deleting in its entirety the first paragraph of Item 1 and inserting
the following:
2.
This statement relates to shares of Common Shares, $.01 par
value per share "Common Stock"), of Purchasesoft, Inc., a
Delaware corporation, formerly known as Greentree Software,
Inc.("Issuer").
1. By deleting in its entirety Item 2a and inserting the following:
2.
a. This statement is being filed by the following persons:
(1) L-R Global Partners, L.P. ("L-R Global"), a Delaware
limited partnership;
(2) L-R Managers, LLC ("Managers"), a Delaware
limited liability company, as the general
partner of L-R Global;
(3) J. Murray Logan, a natural person, as a
member of Managers and in his individual
capacity ("Logan");
(4) Rockefeller & Co., Inc. ("R&Co"), a New York corporation,
as a member of L-R Managers, LLC;
(5) Rockefeller Financial Services, Inc., a New
York corporation, as the sole shareholder of
R&Co ("RFS"); and
(6) Donald S. LaGuardia, a natural person, as a
member of Managers and in his individual
capacity ("LaGuardia");
Each of persons (1) through (6) above are referred to
herein collectively as the "Reporting Persons". Each of the
persons listed in Exhibit A attached hereto are executive
officers and/or directors of R&Co, and each of the persons
listed in Exhibit B attached hereto are executive officers
and/or directors of RFS. The persons listed on Exhibit A and
Exhibit B are referred to herein collectively as the "Related
Persons".
1. By adding after clause (5) in Item 2c the following:
2.
(6) LaGuardia is one of the investment managers for L-R
Global. LaGuardia is also a director of the Issuer.
<PAGE>
1. By deleting in their entirety the first three paragraphs of Item 3 of the
Amended Schedule 13D and inserting the following:
2.
On April 17, 1998, L-R Global purchased a Convertible
Promissory Note of Issuer, dated April 17, 1998 (a copy of
which is attached hereto as Exhibit C) (the "Note"), for cash
for an aggregate purchase price of $3,200,000. The Note was
purchased pursuant to a Convertible Note Purchase Agreement,
dated as of April 17, 1998 (a copy of which is attached hereto
as Exhibit D) (the "Note Purchase Agreement"), by and between
L-R Global and Issuer. On May 29, 1998, L-R Global converted
the full principal amount of the Note into 4,000,000 shares of
Common Stock. On July 15, 1998, L-R Global purchased from an
investor in a private transaction, for a purchase price of
$100,000, Common Share Purchase Warrants (the "July 15
Warrants") representing the right to purchase an aggregate of
101,805 shares of Common Stock, pursuant to a Securities
Purchase Agreement, dated July 15, 1998 (a copy of which is
attached hereto as Exhibit H). On July 21, 1998, L-R Global
purchased from another investor in a private transaction, for
a purchase price of $100,000,additional Common Share Purchase
Warrants (the "July 21Warrants") representing the right to
purchase an aggregate of 101,805 shares of Common Stock,
pursuant to a Securities Purchase Agreement, dated July 21,
1998 (a copy of which is attached hereto as Exhibit I). The
July 15 Warrants and the July 21 Warrants are collectively
referred to herein as the "Warrants."
Between August 25, 1998 and September 4, 1998, L-R
Global purchased a total of 40,000 shares of Common Stock in
the open market for cash for an aggregate purchase price of
$56,093.25. In a private transaction, pursuant to a Stock
Purchase Agreement, dated April 15, 1999 ( a copy of which is
attached hereto as Exhibit J), L-R Global will purchase
509,895 shares of Common Stock from The Travelers Indemnity
Company, for a purchase price of $367,124.32, and purchase
111,111 shares of Common Stock from Primerica Life Insurance
Company for a purchase price of $79,999.92. In another private
transaction, pursuant to a Stock Purchase Agreement, dated
April 16, 1999 ( a copy of which is attached hereto as Exhibit
K), L-R Global will purchase an additional 36,547 shares of
Common Stock from The Travelers Indemnity Company, for a
purchase price of $26,313.84. Between April 20, 1999 and May
5, 1999, L-R Global purchased a total of 4,930,000 shares of
Common Stock from the Company in a rights offering pursuant to
the Prospectus dated March 24, 1999 ("the Rights Offering")
for a cash purchase price of $4,437,000. All of such shares
purchased by L-R Global are collectively referred to herein as
the "L-R Global Shares."
Between March 16, 1993 and October 27, 1997, Logan
purchased a total of 33,208 shares of Common Stock (as
adjusted for stock splits having occurred prior to the date
hereof) in the open market for cash for an aggregate purchase
price of approximately $284,000. On February 9, 1994, Logan
purchased 8,333 shares of Common Stock from the Company (as
adjusted for stock splits having occurred prior to the date
hereof) in a private transaction for a cash purchase price of
approximately $100,000. On October 24, 1997, Logan purchased
60,000 shares of Common Stock from the Company (as adjusted
for stock splits having occurred prior to the date hereof) in
a private transaction for a cash purchase price of
approximately $41,000. On March 23, 1997, Logan purchased a
convertible note of the Issuer, which has prior to the date
hereof been converted into 8,333 shares of Common Stock, for a
cash purchase price of approximately $25,000. On April 17,
1998, Logan purchased from the Company 70,000 shares of Common
Stock in a private transaction for a cash purchase price of
<PAGE>
approximately $56,000, and immediately thereafter transferred
as gifts an aggregate of 20,000 of such shares purchased on
April 17, 1998 (10,000 of such shares were transferred to a
member of his immediate family and 10,000 of such shares were
transferred to a business associate). Between April 20, 1999
and May 5, 1999, Logan purchased a total of 140,945 shares of
Common Stock from the Company in the Rights Offering for a
cash purchase price of $126,505. All of such shares purchased
by Logan, except those shares transferred as gifts, are
collectively referred to herein as the "Logan Shares."
On April 17, 1998, LaGuardia purchased from the
Company 10,000 shares of Common Stock in a private transaction
for a cash purchase price of approximately $8,000. On October
26, 1998, LaGuardia acquired the option to purchase 20,000
shares of Common Stock at an exercise price of $0.91 which
options do not vest until the Common shares trade at $3.60 per
share for ten consecutive trading days. Between April 20, 1999
and May 5, 1999, LaGuardia purchased a total of 6,000 shares
of Common Stock from the Company in the Rights Offering for a
cash purchase price of $5,400. All of such shares purchased by
LaGuardia are collectively referred to herein as the
"LaGuardia Shares". The LaGuardia Shares, the Logan Shares,
the L-R Global Shares and the Warrants are referred to herein
collectively as the "Securities".
The funds for the acquisition of the L-R Global
Shares were obtained from the working capital of L-R Global
and not by means of a loan or other borrowing arrangement. The
funds for the acquisition of the Logan Shares were obtained
from the personal funds of Logan. The funds for the
acquisition of the LaGuardia Shares were obtained from the
personal funds of LaGuardia. The funds for the acquisition of
the Note and the Warrants were obtained from the working
capital of L-R Global. None of such funds were obtained by
means of a loan or other borrowing arrangement.
1. By inserting the new section "d" to Item 4 as follows:
2.
d. L-R Global (acquisition of Shares). L-R Global
acquired the L-R Global Shares as a long-term investment. L-R
Global may increase or decrease its investment in Issuer,
depending on the price and availability of Issuer's
securities, the amount of working capital available to L-R
Global for such purpose, general economic and stock market
conditions, tax considerations, subsequent developments
affecting Issuer, L-R's evaluation of Issuer's business and
other prospects and other considerations, including the
obtaining of any necessary regulatory approvals. L-R Global
reserves the right to act, either individually or together
with other persons, in respect of its interest in Issuer in
accordance with its best judgment in light of the
circumstances existing at that time.
1. By inserting the new section "e" to Item 4 as follows:
2.
d. LaGuardia. LaGuardia acquired the LaGuardia Shares
as a long-term investment. If, in the future, LaGuardia
believes that further investment in Issuer is attractive,
whether because of the market price of Issuer's securities or
otherwise, LaGuardia may acquire additional securities of
Issuer. Similarly, LaGuardia, subject to applicable law and
depending upon market conditions and other factors, may from
time to time determine to dispose of some or all of the
LaGuardia Shares. LaGuardia reserves the right to act, either
individually or together with other persons, in respect of his
<PAGE>
interest in Issuer in accordance with his best judgment in
light of the circumstances existing at such time, subject to
applicable law and depending upon market conditions.
1. By amending and restating Item 5(a) as follows:
2.
a. L-R Global beneficially owns 9,831,163 shares of
Common Stock (including 203,610 issuable upon exercise of the
Warrants) representing approximately 70.17% of the issued and
outstanding shares of Common Stock. The percentage ownership
of Common Stock by L-R Global was derived by dividing
9,831,163 by the sum of 13,807,015 (the number of issued and
outstanding shares of the Common Stock as reported by the
Company after taking into account the exercise of subsription
rights in the Rights Offering (the "Unadjusted Outstanding
Shares) and 203,610 (the maximum number of shares of Common
Stock which may be acquired by exercising the Warrants). Since
the Reporting Persons (other than L-R Global) may be deemed to
control, directly or indirectly, L-R Global, each of such
Reporting Persons may be deemed to have the power to direct
the vote or disposition of the L-R Global Shares, the Warrants
and the shares of Common Stock for which the Warrants may be
exercised, and accordingly, may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3 under
the Act, to beneficially own the L-R Global Shares, the
Warrants and the shares of common stock for which the Warrants
may be exercised.
Logan is sole beneficial owner of 300,819 shares of
Common Stock, representing approximately 2.18% of the issued
and outstanding shares of Common Stock. The percentage
ownership of Common Stock by Logan was derived by dividing
300,819 by the Unadjusted Outstanding Shares.
LaGuardia is sole beneficial owner of 16,000 shares
of Common Stock, representing approximately 0.12% of the
issued and outstanding shares of Common Stock. The percentage
ownership of Common Stock by LaGuardia was derived by dividing
16,000 by the Unadjusted Outstanding Shares.
1. By inserting the following new sentence as the first sentence in Item
5(b) as follows:
2.
b. LaGuardia has sole power to vote or direct the
vote and to dispose or direct the disposition of the LaGuardia
Shares.
1. By amending and restating Item 6 as follows:
2.
As described in the Rights Offering, L-R Global
committed to exercise its basic subscription privilege in the
rights offering to the extent of at least $2,727,000. L-R
Global also made a stand-by commitment that if the rights
offering was undersubscribed and, as a result, the proceeds
from the rights offering were less than $5,000,000, L-R Global
would purchase, at $0.90 per share, additional shares of
common stock to make up the shortfall, but only up to a
maximum investment commitment in the offering of $3,500,000.
As disclosed in this Amendment No.4, L-R Global exercised its
subscription rights and acquired 4,930,000 Shares for a total
investment of $4,437,000.
1. By adding Item 7(j) as follows:
2.
<PAGE>
J. Stock Purchase Agreement by and among L-R Global
Partners, L.P. on the one hand, and the Travelers Indemnity
Company and Primerica Life Insurance Company on the other
hand, dated as of April 15, 1999.
1. By adding Item 7(k) as follows:
2.
K. Stock Purchase Agreement by and between L-R Global
Partners, L.P. and the Travelers Indemnity Company, dated as
of April 16, 1999.
1. By adding Item 7(l) as follows:
2.
L. Amended Joint Filing Agreement, dated May 13,
1999, executed by each of the Reporting Persons.
1. By amending and restating Exhibits A and B as set forth following the
signature page of this Amendment No. 4.
2.
3.
Exhibit A, Exhibit B, Exhibit J, Exhibit K and Exhibit L are
hereby each added to the Amended Schedule 13D and shall read in their entirety
as set forth following the signature page of this Amendment No. 4.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated as of May 13, 1999
DONALD S. LAGUARDIA, AS A MEMBER OF L-R
MANAGERS, LLC AND IN HIS INDIVIDUAL
CAPACITY
_____/s/ DONALD S. LAGUARDIA____________
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, I hereby, on behalf of each of the Reporting Persons, other than
Donald S.LaGuardia, certify that the information set forth in the statement
is true,complete and correct.
Dated as of May 13, 1999
ROCKEFELLER & CO., INC., AS A MEMBER OF
L-R MANAGERS, LLC
By: /s/ DAVID A. STRAWBRIDGE____
Name: David A. Strawbridge
Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
Information with Respect to Executive Officers and Directors
Rockefeller & Co., Inc.
<S> <C> <C>
Name Position with Principal Occupation
Rockefeller & Co., Inc. and Place of Business
1. Asmundson, William Leonard Chief Executive Officer, Chief Executive Officer,
President and Director President and a Director of R&Co.; Director of
RFS; Chief Executive Officer and a Director of
The Rockefeller Trust Company1
2. Leyden, John Thomas Vice President - Finance Vice President - Finance and Treasurer of R&Co.;
and Treasurer Vice President - Finance and Treasurer of RFS
3. Strawbridge, David Alan Vice President, Secretary Vice President, Secretary and General Counsel of
and General Counsel R&Co.; Secretary and General Counsel of RFS
4. O'Neill, Abby Milton Chairman of the Board Chairman of the Board of R&Co.; Chairman of the
Board, President, Chief Executive Officer and a
Director of RFS
5. Broderick, Kevin Patrick Director Director-Credit
Anthony of DaimlerChrysler A.G. 2
6. Cabot, Walter Mason Director Senior Adviser with Standish,
Ayer & Wood3
7. Campbell, Collin Goetze Director President of Rockefeller
Brothers Fund4
8. Rockefeller, Sr., David Director Non-Profit Director5
9. Rockefeller, Jr., David Director Non-Profit Director6
10. Rockefeller, Mark F. Director Owner of Snake River
Holding Company7
11. Rockefeller, Peter Clark Director Vice President of Donaldson
Lufkin & Jenrette Securities Corp.8
12. Rockefeller, Richard Gilder Director Self-employed in
medical family practice9
13. Rockefeller, Rodman Clark Director Chairman of Pocantico Associates, Inc.10
14. Smith, Elizabeth W. Director Senior Vice President
of Sotheby's, Inc.11
15. Williams, Joseph Dalton Director Retired Executive
<FN>
1 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business: trust services).
2 1000 Chrysler Drive, Auburn Hills, MI 48326 (kind of business: automobile manufacturing).
3 One Financial Center, 26th Floor, Boston, MA 02111 (kind of business: investment advisory).
4 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business: philanthropy).
5 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business: philanthropy).
6 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business: philanthropy).
7 Swan Valley, Idaho (kind of business: resort management).
8 277 Park Ave., 16th Floor, New York, NY 10172 (kind of business: investment banking).
9 Portland, ME.
10 610 Fifth Ave., Room 316, New York, NY 10020 (kind of business: real estate development).
11 1334 York Ave., New York, NY 10021 (kind of business: auction house).
</FN>
<PAGE>
EXHIBIT B
Information with Respect to Executive Officers and Directors
Rockefeller Financial Services, Inc.
Name Position with Principal Occupation
Rockefeller Financial Services, Inc. and Place of Business
1. O'Neill, Abby Milton Chairman of the Board, President, Chief Chairman of the Board, President, Chief
Executive Officer, Executive Officer and a Director of RFS;
and a Director Director of R&Co.
2. Strawbridge, David Alan Secretary and Vice President, Secretary and
General Counsel General Counsel of R&Co.
3. Leyden, John Thomas Vice President-Finance Vice President-Finance
and Treasurer and Treasurer of
R&Co.
4. Asmundson, William Leonard Chief Executive Officer, Chief Executive Officer,
President and Director President and a Director of R&Co.; Chief
Executive Officer and a Director of The
Rockefeller Trust Company1
5. Broderick, Kevin Patrick Director Director-Credit of
Anthony DaimlerChrysler A.G.2
6. Cabot, Walter Mason Director Senior Adviser with
Standish, Ayer & Wood3
7. Campbell, Collin Goetze Director President of Rockefeller
Brothers Fund4
8. Crisp, Peter O. Vice Chairman Vice Chairman and a
and Director Director of RFS
9. Rockefeller, Sr., David Director Non-Profit Director5
10. Rockefeller, Jr., David Director Non-Profit Director6
11. Rockefeller, Mark F. Director Owner of Snake River
Holding Company7
12. Rockefeller, Peter Clark Director Vice President of Donaldson
Lufkin & Jenrette Securities Corp.8
13. Rockefeller, Richard Gilder Director Self-employed in medical
family practice9
14. Rockefeller, Rodman Clark Director Chairman of Pocantico
Associates, Inc.10
15. Smith, Elizabeth W. Director Senior Vice President
of Sotheby's, Inc.11
16. Williams, Joseph Dalton Director Retired Executive
<FN>
1 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business: trust services).
2 1000 Chrysler Drive, Auburn Hills, MI 48326 (kind of business: automobile manufacturing).
3 One Financial Center, 26th Floor, Boston, MA 02111 (kind of business: investment advisory).
4 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business: philanthropy).
5 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business: philanthropy).
6 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business: philanthropy).
7 Swan Valley, Idaho (kind of business: resort management).
8 277 Park Ave., 16th Floor, New York, NY 10172 (kind of business: investment banking).
9 Portland, ME
10 610 FifthAve., Room 316, New York, NY 10020 (kind of business: real estate development).
11 1334 York Ave., New York, NY 10021 (kind of business: auction house).
</FN>
</TABLE>
<PAGE>
EXHIBIT J
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of this 15th day of April, 1999 (the
"Agreement"), by and among L-R Global Partners, L.P., a Delaware limited
partnership (the "Buyer"), and, The Travelers Indemnity Company, a Connecticut
corporation and Primerica Life Insurance Company, a Massachusetts corporation
(each a "Seller" and collectively the "Sellers").
W I T N E S S E T H:
WHEREAS, Sellers in the aggregate are the record and
beneficial owners of 621,006 shares (the "Shares") of common stock, par value
$.01 per share, (the "Common Stock") of Purchasesoft, Inc., a Delaware
corporation (the "Company") and each Seller is the record and beneficial owner
of the amount of Shares listed on Exhibit A; and
WHEREAS, subject to the terms and conditions of this
Agreement, each Seller desires to sell to Buyer, and Buyer desires to purchase
all the Shares at the Share Purchase Price, as such term is defined in Section
1(b) hereof; and
WHEREAS, The Travelers Indemnity Company is the record and
beneficial owner of an additional 36, 547 shares of Common Stock of the Company
(the "Additional Shares"); and
WHEREAS, subject to the terms and conditions of a similar
agreement, The Travelers Indemnity Company desires to sell to Buyer, and Buyer
desires to purchase the Additional Shares; and
WHEREAS, the Company has filed with the Securities and
Exchange Commission, a registration statement covering the distribution of
subscription rights to persons who owned shares of Common Stock on March 22,
1999, which registration statement has become effective on March 23, 1999; and
WHEREAS, the transactions contemplated hereby were unsolicited
purchases that are not effected from or through a broker or dealer, on a
securities exchange, or through an inter-dealer quotation system or electronic
communications network, and, accordingly, comply with the exception to Rule 101
of Regulation M as set forth in Rule 101(b)(5) of Regulation M;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Purchase and Sale of Shares.
2.
a. Subject to the terms and conditions of this Agreement, and in
reliance on the representations, warranties and covenants contained herein,
effective as of the date hereof, Sellers are selling, assigning,
transferring and conveying to Buyer, and Buyer is purchasing from Sellers
an aggregate of 621,006 Shares and each Seller is selling, assigning,
transferring and conveying to Buyer, the number of Shares set forth after
such Seller's name in Exhibit A attached hereto, free and clear of all
pledges, liens, claims, options, charges or encumbrances of whatever nature
("Encumbrances").
<PAGE>
a. In consideration of the aforesaid sale, Buyer will pay to Sellers
for the Shares sold pursuant hereto, in immediately available funds and in
accordance with Section 3, the aggregate amount of $447,124.32 (the "Share
Purchase Price"), each Seller to receive the amount set forth after such
Seller's name on Exhibit A hereto. For purposes of this Agreement, the
Share Purchase Price shall be equal to $0.72 per share.
b.
2. Deliveries.
3.
4. As of the date hereof, (a) Sellers will deliver to Buyer
certificates representing the Shares, with appropriate stock powers in
favor of Buyer attached, properly signed, with any necessary documentary or
transfer tax stamps duly affixed and cancelled, and (b) Buyer will pay to
Sellers, for the aggregate of Shares, the Share Purchase Price by wire
transfer of immediately available funds to the accounts designated by Sellers
in writing, each Seller to receive the amount set forth opposite such seller's
name on Exhibit A hereto.
1. Representations and Warranties of Sellers.
2.
Each Seller, on a several basis as to itself, represents and
warrants to Buyer as of the date hereof as follows:
a. Each Seller is a corporation duly organized and validly existing
under the laws of its respective state of incorporation. Each Seller has
all requisite power and authority to execute and deliver this Agreement and
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
each Seller and, assuming the due execution hereof by Buyer, this Agreement
constitutes the legal, valid and binding obligation of each Seller
enforceable in accordance with the terms hereof.
a. The amount of Shares set forth on Exhibit A next to the name
Primerica Life Insurance Company constitutes all of the shares of Common
Stock owned of record and/or beneficially by Primerica Life Insurance
Company. The amount of Shares set forth on Exhibit A next to the name of
The Travelers Indemnity Company plus the Additional Shares constitutes all
of the shares of Common Stock owned of record and/or beneficially by The
Travelers Indemnity Company. Upon consummation of the purchase, as
contemplated by this Agreement, good title to the Shares will be delivered
by Sellers to Buyer free and clear of any Encumbrances other than any
Encumbrances created by Buyer.
a. Neither the execution and delivery by each Seller of this Agreement
nor the consummation by each Seller of the transactions contemplated hereby
will violate or conflict with, or constitute a default under, or result in
the creation or imposition of any Encumbrance upon any of the assets or
properties of each Seller under, (i) the articles of incorporation or
bylaws of each Seller, (ii) any agreement, judgment, order or other
obligation to which each Seller is a party or by which each Seller is
bound, or (iii) assuming the representation by Buyer in Section 4(b) is
correct, any law or regulation applicable to each Seller or their
respective assets or properties, except for such violations, conflicts,
breaches, defaults or Encumbrances under clauses (ii) or (iii) which would
not prevent, materially delay or materially adversely affect the
consummation of the transactions contemplated by this Agreement.
a. Buyer has not and did not solicit Sellers for the purchase of Shares.
b.
c. No broker has been used in connection with the transactions
contemplated hereby.
<PAGE>
1. Buyer's Representations and Warranties.
2.
3. Buyer represents and warrants to Sellers as of the date hereof as
follows:
a. Buyer is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware. Buyer has all requisite
power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby and thereby. This Agreement has been
duly executed and delivered by Buyer, and, assuming the due execution
hereof by each Seller, constitutes the legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with the terms hereof.
a. Neither the execution and delivery by Buyer of this Agreement nor the
consummation by Buyer of the transactions contemplated hereby will violate
or conflict with, or constitute a default under, or result in the creation
or imposition of any Encumbrance upon any of the assets or properties of
Buyer under, (i) Buyer's partnership laws, (ii) any agreement, judgment,
order or other obligation to which Buyer is a party or by which Buyer is
bound, or (iii) any law or regulation applicable to Buyer or its assets or
properties, except for such violations, conflicts, breaches, defaults or
Encumbrances under clauses (ii) or (iii) which would not prevent,
materially delay or materially adversely affect the consummation of the
transactions contemplated by this Agreement.
a. Buyer is acquiring the Shares for its own account for investment and not
with a view to distribution. Buyer has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits
and risks of the investment contemplated by this Agreement and has made its
investment decision without reliance on Sellers' representations other than
those representations and warranties expressed herein.
1. Expenses.
2.
All fees and expenses incurred by Sellers, and all sales,
transfer or other similar taxes payable in connection with this Agreement
(including, but not limited to, any transfer taxes payable in connection with
the sale of the Shares by each Seller), will be borne by Sellers and all fees
and expenses incurred by Buyer in connection with this Agreement will be borne
by Buyer.
1. Brokerage.
2.
Buyer, on the one hand, and each Seller, on the other, agree
to indemnify and hold the other harmless from and against any and all claims or
liabilities for brokers or finders fees or other like payments incurred by
reason of any action taken by the indemnifying party.
1. Further Assurance.
From time to time at and after the date hereof, each party hereto will
execute all such instruments and take all such actions as the other, being
advised by counsel, shall reasonably request (and which is reasonably within
their respective powers to accomplish), in connection with the carrying out and
effectuating of the intent and purposes hereof and all transactions and things
contemplated by this Agreement, including, without limitation, the execution and
delivery of any and all confirmatory and other instruments in addition to those
to be delivered at on the date hereof, and any and all actions which may
reasonably be necessary or desirable to complete the transactions contemplated
hereby.
<PAGE>
1. Notices.
2.
3. All notices hereunder shall be sufficiently given for all purposes hereunder
if in writing and delivered personally, sent by documented overnight delivery
service or, to the extent receipt is confirmed, telecopy, telefax or other
electronic transmission service to the appropriate address or number as set
forth below. Notices to Sellers shall be addressed as follows:
4.
The Travelers Insurance Company
Securities Department -10PB
One Tower Square
Hartford, CT 06183-2030
Attn: Heidi Rajala
Telephone No: (860) 954-8353
Facsimile No: (860) 277-2299
with copies to:
The Travelers Insurance Company
Securities Department -9PB
One Tower Square
Hartford, CT 06183-2030
Attn: John R. Britt, Esq.
Telephone No: (860) 277-7616
Facsimile No: (860) 954-3730
or at such other address and to the attention of such other person as Sellers
may designate by written notice to Buyer. Notices to Buyer shall be addressed
to:
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attn: J. Murray Logan
Telephone No: (212) 649-5600
Facsimile No: (212) 649-1763
with copies to:
Salans Hertzfeld Heilbronn Christy & Viener
620 Fifth Avenue
New York, New York 10020
Attn: Christopher T. Lamal
Telephone No: (212) 632-8333
Facsimile No: (212) 632-5555
or at such other address and to the attention of such other person as Buyer may
designate by written notice to each Seller.
<PAGE>
1. Miscellaneous.
2.
a. Integration; Amendment; Waiver. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, whether oral
or written, between the parties hereto with respect to the subject matter
hereof. This Agreement may not be modified, amended or waived orally, but only
by an instrument in writing signed by the party against whom enforcement of any
such amendment, modification or waiver is sought. The waiver by any party hereto
of a breach of any term or provision of this Agreement shall not be construed as
a waiver of any subsequent breach.
a. Assignment. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their successors and assigns; provided, however,
that neither party may assign its rights or delegate its obligations under
this Agreement without the express prior written consent of the other.
a. Headings. Section headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
b.
c. Survival. All representations, warranties and covenants set forth in
this Agreement shall survive the purchase and sale of the Shares.
a. Counterparts. This Agreement may be executed in any number of counter-
parts, each of which shall, when executed, be deemed to be an original and all
of which shall be deemed to be one and the same instrument.
a. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York applicable
to agreements entered into and to be fully performed in such State.
a. Severability. If at any time subsequent to the date hereof any provision
of this Agreement shall be held by any court of competent jurisdiction to
be illegal, void or unenforceable, such provision shall be of no force and
effect, but shall not effect the illegality or unenforceability of any other
provision of this Agreement.
a. Interpretation. For purposes of this Agreement, a person or entity shall
be deemed to "beneficially own" any securities of which it would be the
"beneficial owner," as such term is defined in Rule 13d-3 promulgated under
the Exchange Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: Rockefeller & Co., Inc.,
Member
By: /s/ COLIN MOORE
Authorized Signatory
THE TRAVELERS INDEMNITY COMPANY
By: /s/ JORDAN M. STITZER
Name: Jordan M. Stitzer
Title: Vice President
PRIMERICA LIFE INSURANCE COMPANY
By: /s/ JORDAN M. STITZER
Name: Jordan M. Stitzer
Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
Exhibit A to Stock Purchase Agreement
Seller's Name Securities Owned on the Date Hereof Amount of Share Purchase
and Securities Purchased by Buyer Price Paid to Seller
<S> <C> <C>
The Travelers Indemnity Company 509,895 $367,124.40
Primerica Life Insurance Company 111,111 $79,999.92
TOTAL 621,006 $447,124.32
</TABLE>
<PAGE>
EXHIBIT K
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of this 16th day of April, 1999 (the
"Agreement"), by and among L-R Global Partners, L.P., a Delaware limited
partnership (the "Buyer"), and, The Travelers Indemnity Company, a Connecticut
corporation (the "Seller").
W I T N E S S E T H:
WHEREAS, Seller is the record and beneficial owner of 36,547
shares (the "Shares") of common stock, par value $.01 per share, (the "Common
Stock") of Purchasesoft, Inc., a Delaware corporation (the "Company"); and
WHEREAS, subject to the terms and conditions of this
Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase all
the Shares at the Share Purchase Price, as such term is defined in Section 1(b)
hereof; and
WHEREAS, the Company has filed with the Securities and
Exchange Commission, a registration statement covering the distribution of
subscription rights to persons who owned shares of Common Stock on March 22,
1999, which registration statement has become effective on March 23, 1999; and
WHEREAS, the transactions contemplated hereby were unsolicited
purchases that are not effected from or through a broker or dealer, on a
securities exchange, or through an inter-dealer quotation system or electronic
communications network, and, accordingly, comply with the exception to Rule 101
of Regulation M as set forth in Rule 101(b)(5) of Regulation M;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
I. Purchase and Sale of Shares.
II.
A. Subject to the terms and conditions of this Agreement, and in reliance on the
representations, warranties and covenants contained herein, effective as of the
date hereof, Seller is selling, assigning, transferring and conveying to Buyer,
and Buyer is purchasing from Seller 36,547 Shares, free and clear of all
pledges, liens, claims, options, charges or encumbrances of whatever nature
("Encumbrances").
A. In consideration of the aforesaid sale, Buyer will pay to Seller for the
Shares sold pursuant hereto, in immediately available funds and in accordance
with Section 3, the amount of $26,313.84 (the "Share Purchase Price"). For
purposes of this Agreement, the Share Purchase Price shall be equal to $0.72 per
share.
B.
<PAGE>
II. Deliveries.
III.
As of the date hereof, (a) Seller will deliver to Buyer
certificates representing the Shares, with appropriate stock powers in favor of
Buyer attached, properly signed, with any necessary documentary or transfer tax
stamps duly affixed and cancelled, and (b) Buyer will pay to Seller, for the
Shares, the Share Purchase Price by wire transfer of immediately available funds
to the accounts designated by Seller in writing.
I. Representations and Warranties of Seller.
II.
III. Seller represents and warrants to Buyer as of the date hereof as follows:
A. Seller is a corporation duly organized and validly existing under the
laws of its respective state of incorporation. Seller has all requisite power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Seller and, assuming the
due execution hereof by Buyer, this Agreement constitutes the legal, valid and
binding obligation of Seller enforceable in accordance with the terms hereof.
A. The Shares constitute all of the shares of Common Stock owned of record
and/or beneficially by The Travelers Indemnity Company as of the date hereof.
Upon consummation of the purchase, as contemplated by this Agreement, good title
to the Shares will be delivered by Seller to Buyer free and clear of any
Encumbrances other than any Encumbrances created by Buyer.
A. Neither the execution and delivery by Seller of this Agreement nor the
consummation by Seller of the transactions contemplated hereby will violate or
conflict with, or constitute a default under, or result in the creation or
imposition of any Encumbrance upon any of the assets or properties of Seller
under, (i) the articles of incorporation or bylaws of Seller, (ii) any
agreement, judgment, order or other obligation to which Seller is a party or by
which Seller is bound, or (iii) assuming the representation by Buyer in Section
4(b) is correct, any law or regulation applicable to Seller or its respective
assets or properties, except for such violations, conflicts, breaches, defaults
or Encumbrances under clauses (ii) or (iii) which would not prevent, materially
delay or materially adversely affect the consummation of the transactions
contemplated by this Agreement.
A. Buyer has not and did not solicit Seller for the purchase of Shares.
B.
C. No broker has been used in connection with the transactions contemplated
hereby.
I. Buyer's Representations and Warranties.
II.
III. Buyer represents and warrants to Seller as of the date hereof as follows:
A. Buyer is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware. Buyer has all requisite power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. This Agreement has been duly
executed and delivered by Buyer, and, assuming the
<PAGE>
due execution hereof by Seller, constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with the terms
hereof.
A. Neither theexecution and delivery by Buyer of this Agreement nor the
consummation by Buyer of the transactions contemplated hereby will violate or
conflict with, or constitute a default under, or result in the creation or
imposition of any Encumbrance upon any of the assets or properties of Buyer
under, (i) Buyer's partnership laws, (ii) any agreement, judgment, order or
other obligation to which Buyer is a party or by which Buyer is bound, or (iii)
any law or regulation applicable to Buyer or its assets or properties, except
for such violations, conflicts, breaches, defaults or Encumbrances under clauses
(ii) or (iii) which would not prevent, materially delay or materially adversely
affect the consummation of the transactions contemplated by this Agreement.
A. Buyer is acquiring the Shares for its own account for investment and not with
a view to distribution. Buyer has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment contemplated by this Agreement and has made its investment decision
without reliance on Seller's representations other than those representations
and warranties expressed herein.
I. Expenses.
II.
All fees and expenses incurred by Seller, and all sales,
transfer or other similar taxes payable in connection with this Agreement
(including, but not limited to, any transfer taxes payable in connection with
the sale of the Shares by Seller), will be borne by Seller and all fees and
expenses incurred by Buyer in connection with this Agreement will be borne by
Buyer.
I. Brokerage.
II.
Buyer, on the one hand, and Seller, on the other, agree to
indemnify and hold the other harmless from and against any and all claims or
liabilities for brokers or finders fees or other like payments incurred by
reason of any action taken by the indemnifying party.
I. Further Assurance.
From time to time at and after the date hereof, each party
hereto will execute all such instruments and take all such actions as the other,
being advised by counsel, shall reasonably request (and which is reasonably
within their respective powers to accomplish), in connection with the carrying
out and effectuating of the intent and purposes hereof and all transactions and
things contemplated by this Agreement, including, without limitation, the
execution and delivery of any and all confirmatory and other instruments in
addition to those to be delivered at on the date hereof, and any and all actions
which may reasonably be necessary or desirable to complete the transactions
contemplated hereby.
I. Notices.
II.
III. All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered personally, sent by documented overnight
delivery service or, to the extent receipt is confirmed, telecopy, telefax or
other electronic transmission service to the appropriate address or number as
set forth below. Notices to Seller shall be addressed as follows: IV.
<PAGE>
The Travelers Insurance Company
Securities Department -10PB
One Tower Square
Hartford, CT 06183-2030
Attn: Heidi Rajala
Telephone No: (860) 954-8353
Facsimile No: (860) 277-2299
with copies to:
The Travelers Insurance Company
Securities Department -9PB
One Tower Square
Hartford, CT 06183-2030
Attn: John R. Britt, Esq.
Telephone No: (860) 277-7616
Facsimile No: (860) 954-3730
or at such other address and to the attention of such other person as Seller may
designate by written notice to Buyer. Notices to Buyer shall be addressed to:
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attn: J. Murray Logan
Telephone No: (212) 649-5600
Facsimile No: (212) 649-1763
with copies to:
Salans Hertzfeld Heilbronn Christy & Viener
620 Fifth Avenue
New York, New York 10020
Attn: Christopher T. Lamal
Telephone No: (212) 632-8333
Facsimile No: (212) 632-5555
or at such other address and to the attention of such other person as Buyer may
designate by written notice to Seller.
I. Miscellaneous.
II.
A. Integration; Amendment; Waiver. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, whether oral
or written, between the parties hereto with respect to the subject matter
hereof. This Agreement may not be modified, amended or waived orally, but only
by an instrument in writing signed by the party against whom enforcement of any
such amendment, modification or waiver is sought. The waiver by any party hereto
of a breach of any term or provision of this Agreement shall not be construed as
a waiver of any subsequent breach.
<PAGE>
A. Assignment. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors and assigns; provided, however, that
neither party may assign its rights or delegate its obligations under this
Agreement without the express prior written consent of the other.
A. Headings. Section headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
B.
C. Survival. All representations, warranties and covenants set forth in this
Agreement shall survive the purchase and sale of the Shares.
A. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall, when executed, be deemed to be an original and all of which
shall be deemed to be one and the same instrument.
A. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements entered into and to be fully performed in such State.
A. Severability. If at any time subsequent to the date hereof any provision of
this Agreement shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable, such provision shall be of no force and effect,
but shall not effect the illegality or unenforceability of any other provision
of this Agreement.
A. Interpretation. For purposes of this Agreement, a person or entity shall be
deemed to "beneficially own" any securities of which it would be the "beneficial
owner," as such term is defined in Rule 13d-3 promulgated under the Exchange
Act.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: Rockefeller & Co., Inc.,
Member
By:/s/ COLIN MOORE
Authorized Signatory
THE TRAVELERS INDEMNITY COMPANY
By:/s/ JORDAN M. STITZER
Name: Jordan M. Stitzer
Title: Vice President
<PAGE>
EXHIBIT L
AMENDED JOINT FILING AGREEMENT
This Agreement amends and restates that certain Joint Filing
Agreement, dated April 27, 1998 filed with respect to the acquisition of, or the
right to acquire, the common stock of Greentree Software, Inc. In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named
below agree to the joint filing on behalf of each of them of an amendment to a
Statement on Schedule 13D (including exhibits thereto) with respect to the
acquisition of, or the right to acquire, the common stock of Purchasesoft, Inc.
(f/k/a Greentree Software, Inc.,) a Delaware corporation. This Agreement shall
be included as an Exhibit to such joint filing. In evidence thereof, each of the
undersigned, being duly authorized, hereby executes this Agreement as of this
13th day of May, 1999.
Each person whose signature appears below hereby constitutes
and appoints Rockefeller & Co., Inc. as his or its true and lawful
attorney-in-fact and agent, with full power and authority, including power of
substitution and resubstitution, place and stead in any and all capacities, to
execute in the name of each such person, and to file, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, any and all amendments to this Statement on Schedule 13D as such
attorney-in-fact and agent, or its substitutes, executing such amendments deem
necessary or advisable to enable each person whose signature appears below to
comply with the Securities Exchange Act of 1934 and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof,
granting to said attorney-in-fact, agents and substitutes full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, and does hereby ratify and confirm all that
such attorney-in-fact, agents or substitutes, or any of them separately, may
lawfully do or cause to be done by virtue thereof.
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: /s/ J. MURRAY LOGAN
Name: J. Murray Logan
Title: Investment Manager
L-R MANAGERS, LLC, AS GENERAL PARTNER
OF L-R GLOBAL PARTNERS, L.P.
By: /s/ J. MURRAY LOGAN
Name: J. Murray Logan
Title: Investment Manager
J. MURRAY LOGAN, AS A MEMBER OF L-R
MANAGERS, LLC AND IN HIS INDIVIDUAL
CAPACITY
/s/ J. MURRAY LOGAN
J. Murray Logan
<PAGE>
ROCKEFELLER & CO., INC., AS A MEMBER OF
L-R MANAGERS, LLC
By: /s/ DAVID A STRAWBRIDGE
Name: David A. Strawbridge
Title: Vice President
ROCKEFELLER FINANCIAL SERVICES, INC., AS
SOLE SHAREHOLDER OF ROCKEFELLER & CO.,INC.
By: /s/ JOHN T. LEYDEN
Name: John T. Leyden
Title: Vice President
DONALD S. LAGUARDIA, AS A MEMBER OF L-R
MANAGERS, LLC AND IN HIS INDIVIDUAL
CAPACITY
/s/ DONALD S. LAGUARDIA
