<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
Oak Industries Inc.
-------------------
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class Securities)
671400-10-9
-----------
(CUSIP Number)
Michael Perman, INVESCO Asset Management Limited
11 Devonshire Square, London EC2M 4YR England, 011-44-71-454-3753
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1993
-------------------------------------------------------
(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 ---.
Check the following box if a fee is being with the statement ---. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
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> 2
Page 2 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO PLC
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 132,300
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 132,300
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 132,300
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.77%
14. Type of Reporting Person: HC
</TABLE>
<PAGE> 3
Page 3 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO Fund Managers Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 29,400
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 29,400
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 29,400
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.17%
14. Type of Reporting Person: IA
</TABLE>
<PAGE> 4
Page 4 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO U.S. Smaller Companies Trust
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 29,400
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 29,400
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 29,400
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.17%
14. Type of Reporting Person: OO
</TABLE>
<PAGE> 5
Page 5 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO International Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e):
---
6. Citizenship Or Place
Of Organization: Jersey, Channel Islands
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: None
8. Shared Voting Power: 12,000
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 12,000
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 12,000
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.07%
14. Type of Reporting Person: IA
</TABLE>
<PAGE> 6
Page 6 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO MIM Premier, S.A.
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e):
---
6. Citizenship Or Place
Of Organization: Grand Duchy of Luxembourg
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: None
8. Shared Voting Power: 12,000
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 12,000
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 12,000
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.07%
14. Type of Reporting Person: IV
</TABLE>
<PAGE> 7
Page 7 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
MIM Britannia International Holdings, Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 12,000
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 12,000
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 12,000
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.07%
14. Type of Reporting Person: HC
</TABLE>
<PAGE> 8
Page 8 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO General Equities Trust
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e):
---
6. Citizenship Or Place
Of Organization: Jersey, Channel Islands
Number Of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: None
8. Shared Voting Power: None
9. Sole Dispositive Power: None
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: None
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.00%
14. Type of Reporting Person: IV
</TABLE>
<PAGE> 9
Page 9 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
Drayton English and International Trust Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 90,900
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 90,900
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 90,900
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.53%
14. Type of Reporting Person: IV
</TABLE>
<PAGE> 10
Page 10 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO Asset Management Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 90,900
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 90,900
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 90,900
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.53%
14. Type of Reporting Person: IV
</TABLE>
<PAGE> 11
Page 11 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO Group Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: 120,300
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 120,300
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 120,300
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.70%
14. Type of Reporting Person: HC
</TABLE>
<PAGE> 12
Page 12 of 27
CUSIP NO. 671400-10-9
<TABLE>
<S> <C>
1. Name Of Reporting Person:
INVESCO North American Group Limited
No S.S. Or I.R.S. Identification
2. Check The Appropriate Box If A Member Of A Group
(a) (b) X
--- ---
3. SEC Use Only
4. Source Of Funds: Not Applicable
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: None
8. Shared Voting Power: None
9. Sole Dispositive Power: None
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: None
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares:
---
13. Percent Of Class Represented
By Amount In Row (11): 0.00%
14. Type of Reporting Person: HC
</TABLE>
<PAGE> 13
Page 13 of 27
AMENDMENT NO. 12 TO
STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This amended statement relates to the Common Stock, par value US $0.01
(the "Shares"), of Oak Industries Inc., Bay Colony Corporate Center, 1000
Winter Street, Waltham, Massachusetts 02154, a Delaware corporation (the
"Issuer"), held by Drayton English and International Trust PLC ("DEIT"),
INVESCO Asset Management Limited ("IAM") (formerly known as INVESCO MIM
Management Limited), MIM Britannia International Holdings, Limited ("MBIH"),
INVESCO General Equities Trust ("IGET"), INVESCO U.S. Smaller Companies Trust
("ISCT"), INVESCO Fund Managers Limited ("IFM") (formerly known as INVESCO MIM
Unit Trust Managers Limited), INVESCO International Limited ("I International")
(formerly known as INVESCO International Limited), INVESCO Group Limited ("I
Group") (formerly known as INVESCO MIM Holdings Limited), INVESCO Premier
Select S.A. ("IPS") (formerly known as INVESCO MIM Premier Select S.A.) and
INVESCO PLC ("IP") (formerly known as INVESCO MIM PLC) (collectively referred
to as the "Filing Parties" and each individually referred to as a "Filing
Party"), as direct and indirect beneficial owners of the Shares.
In addition, in accordance with Rule 101(a)(2)(ii) of Regulation S-T of
the Securities Exchange Act of 1934, this Amendment No. 12 ("Amendment No. 12")
restates the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of the following persons who are
collectively referred to as the "Filing Parties":
Drayton English and International Trust PLC ("DEIT") is a corporation
organized under the laws of England and Wales with its principal office and
business at 11 Devonshire Square, London EC2M 4YR, England. DEIT is
principally engaged in the business of a publicly-held investment trust
company. IAM serves as investment advisor to DEIT.
INVESCO Asset Management ("IAM") is a corporation organized under the
laws of England and Wales with its principal office and business at 11
Devonshire Square, London EC2M 4YR, England. IAM is principally engaged in the
business of an investment advisory company and is a wholly-owned subsidiary of
I Group.
MIM Britannia International Holdings, Limited ("MBIH") is a corporation
organized under the laws of England and Wales with its principal office and
business at 11 Devonshire Square, London EC2M 4YR, England. MBIH is a holding
company whose subsidiaries are principally engaged in the financial services
business.
INVESCO General Equities Trust ("IGET") is a unit trust organized under
the laws of England with its principal office and business at 11 Devonshire
Square, London EC2M 4YR, England. IGET is engaged in the business of a unit
trust. IFM serves as investment advisor to IGET.
<PAGE> 14
Page 14 of 27
INVESCO U.S. Smaller Companies Trust ("ISCT") is a unit trust organized
under the laws of England with its principal office and business at 11
Devonshire Square, London EC2M 4YR, England. ISCT is engaged in the business
of a unit trust. IFM serves as investment advisor to ISCT.
INVESCO Fund Managers Limited ("IFM") is a corporation organized under
the laws of England and Wales with its principal office and business at 11
Devonshire Square, London EC2M 4YR, England. IFM is engaged in the business of
a manager of unit trusts and is a wholly-owned subsidiary of I Group.
INVESCO International Limited ("I International") is a corporation
organized under the laws of Jersey with its principal office and business at
MIM Britannia House, Grenville Street, St. Helier, Jersey, Channel Islands. I
International is engaged as a manager of unit trusts and is a wholly-owned
subsidiary of MBIH.
INVESCO Group Limited ("I Group") is a corporation organized under the
laws of England and Wales with its principal office and business at 11
Devonshire Square, London EC2M 4YR, England. MBIH is a holding company whose
subsidiaries are principally engaged in the financial services business and is
a wholly-owned subsidiary of IP.
INVESCO PLC ("IP") is a corporation organized under the laws of England
and Wales with its principal office and business at 11 Devonshire Square,
London EC2M 4YR, England. MBIH is a holding company whose subsidiaries are
principally engaged in the financial services business.
In addition to the Filing Parties as previously reported in this
statement, this statement is filed on behalf of the following person (the
"Additional Filing Party") who is hereby added to and included as a Filing
Party:
INVESCO North American Group Ltd. ("NA Group") is a corporation
organized under the laws of England and Wales. NA Group is a wholly-owned
subsidiary of IP. Information concerning the executive officers and directors
of the Additional Filing Party is set forth in Schedule B, Information
Concerning the Directors and Officers of the Filing Parties, attached hereto.
Additionally, prior to December 23, 1993, the Filing Parties may have
been deemed to be members of a group with Second Consolidated Trust plc
("Second") and Foreign & Colonial Ventures Limited ("F&C").
Information regarding Second and F&C was provided in prior Schedules 13D
(the "Prior Schedules") in accordance with Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder. The
Filing Parties may have been deemed a group for purposes of the Prior Schedules
because of certain agreements regarding the holding and disposing of Shares and
the election of directors to the Issuer's Board of Directors set forth in a
Standstill Agreement, dated January 25, 1989, between the Issuer and MIM
Limited (the "Standstill Agreement"). As a result of the closing of a
registered public offering of Shares by NA Group, DEIT, IGET and
<PAGE> 15
Page 15 of 27
Second (as described in Items 4 and 5) and certain other events, the agreements
which may have resulted in the Filing Parties deemed to be members of a "group"
with Second and F&C have all terminated. Therefore, the Filing Parties believe
that they are not a part of a "group" with Second and F&C and no information is
provided in this Amendment 12 with respect to Second or F&C, unless the context
otherwise requires.
Because, after giving effect to the offering described above, the Filing
Parties beneficially own under 1% of the Shares, the Filing Parties will no
longer file Schedules 13D with respect to the Issuer unless circumstances
change.
Schedule B to Amendment No. 11 to the Schedule 13D filed by the Filing
Parties is hereby replaced by Schedule B attached hereto. Unless otherwise set
forth in this Schedule B, each of such persons is a citizen of the United
Kingdom and has a business address at 11 Devonshire Square, London EC2M 4YR,
England.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds used by each of DEIT, ISCT, IGET and IMPS to
initially purchase its Shares was each such Filing Party's capital available
for investment or general corporate funds of each such person. No part of such
funds was borrowed.
On November 30, 1992, IP purchased from Drayton Consolidated Trust PLC
("DCT"), an investment fund previously advised by IAM, 829,888 Shares and
warrants to purchase 153,173 additional Shares for a note of IP in the face
amount of $6,453,920.
As reported in Item 4 below, IP contributed 983,061 Shares it directly
beneficially owned, including 153,173 Shares issuable upon the exercise of
warrants to purchase Shares, to NA Group, its wholly-owned subsidiary, in
exchange for 4,500,000 shares of L1 ordinary shares of NA Group.
ITEM 4. PURPOSE OF TRANSACTION.
On January 25, 1989, the Filing Parties and certain other parties to the
Standstill Agreement, purchased 2,000,000 Shares from Itel Corporation and
1,400,000 Shares directly from the Issuer. Of such amounts the Filing Parties
were the purchasers of 1,020,000 shares. The Filing Parties and such other
parties to the Standstill Agreement also purchased from the Issuer warrants to
purchase an additional 600,000 Shares. Of such amount, the filing Parties were
the purchasers of warrants to purchase 180,000 shares. Prior to December 27,
1990, the Filing Parties purchased 200,000 additional Shares. In early 1992,
the Filing Parties disposed of 553,200 Shares.
On November 30, 1992, IP purchased from Drayton Consolidated Trust PLC,
an investment fund previously advised by IAM and a party to the Agreement,
829,888 Shares and warrants to purchase 153,173 additional Shares for a note of
IP in the face amount of $6,453,920.
<PAGE> 16
Page 16 of 27
In early 1993, the Filing Parties disposed of 238,100 Shares. By July
1993, the Filing Parties owned 1,235,361 Shares, including 273,173 Shares
issuable upon the exercise of warrants.
On December 13, 1993, IP contributed all of the 983,061 Shares it
directly beneficially owned to NA Group, a wholly-owned subsidiary, in exchange
for 4,500,000 shares of L1 ordinary shares of NA Group. This was done to allow
NA Group to be the actual seller of such Shares in the proposed public offering
of shares as reported in Amendment No. 11 to the Schedule 13D, filed on
November 7, 1993. Following the contribution IP remained the indirect
beneficial owner of such Shares.
On December 23, 1993, NA Group, DEIT and IGET sold in a public offering
pursuant to a registration statement (Registration No. 33-71356) (the
"Registration Statement") filed with the Securities and Exchange Commission,
983,061 Shares, 60,000 Shares and 60,000 Shares, respectively. Of these
Shares, IAM, IFM, I Group, and IP are also the beneficial owners of 60,000,
60,000, 120,000 and 1,103,061 Shares, respectively. The 983,061 Shares sold by
NA Group, 60,000 Shares sold by DEIT and 60,000 Shares sold by IGET included
153,173 Shares, 60,000 Shares and 60,000 Shares, respectively, issuable upon
the exercise of warrants to purchase Shares. The Registration Statement also
included 693,306 Shares directly beneficially owned by Second, including
266,827 Shares issuable upon the exercise of warrants.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The table below sets forth the number and percentage of Shares directly
and indirectly held by each of the Filing Parties:
<TABLE>
<CAPTION>
Number of
Number of Number of Shares
Shares Shares Directly and
Filing Directly Indirectly Indirectly Approximate
Party Held Held Held Percentage
------ -------- --------- ------------ -----------
<S> <C> <C> <C> <C>
IAM - 90,900 90,900 0.53%
DEIT 90,900 - 90,900 0.53%
ISCT 29,400 - 29,400 0.17%
IGET - - - 0.00%
IPS 12,000 - 12,000 0.07%
I International - 12,000 12,000 0.07%
IFM - 29,400 29,400 0.17%
I Group - 120,300 120,300 0.70%
MBIH - 12,000 12,000 0.07%
NA Group - - - 0.00%
IP - 132,300 132,200 0.77%
</TABLE>
As reported in Item 4 above, on December 23, 1993, NA Group, DEIT and
IGET sold in a public offering pursuant to the Registration Statement, 983,061
Shares, 60,000 Shares and 60,000 Shares, respectively. Of these Shares, IAM,
IFM, I Group, and IP are also the beneficial owners of 60,000, 60,000, 120,000
and 1,103,061 Shares, respectively. The 983,061 Shares sold by NA Group,
60,000 Shares sold by DEIT and 60,000 Shares sold by IGET included 153,173
Shares, 60,000 Shares and 60,000 Shares, respectively, issuable upon the
exercise of warrants to purchase Shares. In addition to the Shares mentioned
above, Second sold 693,306 Shares pursuant to the Registration Statement,
including 266,827 Shares issuable upon the exercise of warrants. The sale
<PAGE> 17
Page 17 of 27
price of all Shares sold pursuant to the Registration Statement was $14.50 per
Share. The sale price less underwriting discounts and commissions to the
underwriters of the public offering was $13.72 per Share. Following the
offering on December 23, 1993, the Filing Parties ceased to be the beneficial
owners of more than 5% of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
In connection with the filing of the Registration Statement, on November
5, 1993, IP, IGET, DEIT, Second and the Issuer entered into a letter agreement
(the "Letter Agreement") setting forth certain agreements with respect to the
proposed underwritten public offering. Pursuant to the Letter Agreement, each
of IP, IGET, DEIT and Second (collectively, the "Offering Parties") had the
right to sell 983,061, 60,000, 60,000 and 1,712,479 Shares, respectively in the
offering. In each instance above, the total number of Shares included Shares
issuable upon the exercise of warrants. The Letter Agreement also provided
that the Issuer may, under certain circumstances, sell up to an additional
281,554 Shares to cover any over-allotment option granted to the underwriters
of the public offering.
In addition to the number of Shares proposed to be sold, the Letter
Agreement along with a side agreement, dated November 5, 1993 (the "Expense
Agreement"), between IP, Second and the Issuer provide that the expenses of the
proposed public offering, estimated to be slightly under $500,000, would, be
borne pro rata, according to the number of Shares sold, by the Offering Parties
with IP paying the expenses of IGET and DEIT.
Pursuant to the Letter Agreement, each party thereto agreed to
waive certain rights and indemnify each other party for certain actions brought
by or on behalf of such indemnifying party with respect to the conduct of
discussions among the parties to the Letter Agreement or the passage of time
since the initial request by IP for registration on July 27, 1993.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement dated January 25, 1989 between Oak Industries Inc. and MIM
Limited (without exhibits). (This Exhibit can be found as Exhibit (a)
to the Filing Parties original Schedule 13D and is incorporated herein
by reference.)
(b) Warrant Agreement dated January 25, 1989 between Oak Industries Inc. and
MIM Limited. (This Exhibit can be found as Exhibit (b) to the Filing
Parties original Schedule 13D and is incorporated herein by reference.)
(c) Joint Filing Agreement dated February 2, 1989. (This Exhibit can be
found as Exhibit (c) to the Filing Parties original Schedule 13D and is
incorporated herein by reference.)
<PAGE> 18
Page 18 of 27
(d) Power of Attorney granted by DCT to IP, dated June 27, 1990. (This
Exhibit can be found as Exhibit (d) to Amendment No. 2 of the Filing
Parties original Schedule 13D and is incorporated herein by reference.)
(e) Power of Attorney granted by MIM Investments Limited to IP, dated August
6, 1990. (This Exhibit can be found as Exhibit (e) to Amendment No. 2
of the Filing Parties original Schedule 13D and is incorporated herein
by reference.)
(f) Power of Attorney granted by DEIT to IP, dated August 12, 1990. (This
Exhibit can be found as Exhibit (f) to Revision to Amendment No. 2 of
the Filing Parties original Schedule 13D and is incorporated herein by
reference.)
(g) Settlement Agreement dated October 26, 1992 among IAM, INVESCO MIM
Development Capital Ltd., DCT, Second and IP. (This Exhibit can be
found as Exhibit (a) to Amendment No. 6 of the Filing Parties original
Schedule 13D and is incorporated herein by reference.)
(h) Joinder to Standstill Agreement dated as of November 30, 1992, among
Second Trust, F&C and the Company. (This Exhibit can be found as
Exhibit (b) to Amendment No. 6 of the Filing Parties original Schedule
13D and is incorporated herein by reference.)
(i) Note of IM in the principal amount of $6,453,920 dated November 30,
1992. (This Exhibit can be found as Exhibit (b) to Amendment No. 6 of
the Filing Parties original Schedule 13D and is incorporated herein by
reference.)
(j) Letter Agreement, dated November 5, 1993, among IP, IGET, DEIT, Second
and the Issuer. (This Exhibit can be found as Exhibit (a) to Amendment
No. 11 of the Filing Parties original Schedule 13D and is incorporated
herein by reference.)
(k) Expense Agreement, dated November 5, 1993, among IP, Second and the
Issuer. (This Exhibit can be found as Exhibit (b) to Amendment No. 11
of the Filing Parties original Schedule 13D and is incorporated herein
by reference.)
<PAGE> 19
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SIGNATURE
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 6, 1993
By:/s/ Michael S. Perman
----------------------------------
Michael S. Perman, signing for the
Filing Parties listed on Schedule
"A" attached hereto in the
capacities indicated thereon
<PAGE> 20
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SCHEDULE A
Company Secretary of INVESCO PLC, MIM Britannia International
Holdings Limited and INVESCO North American Group Ltd. and by power of
attorney as Company Secretary of INVESCO PLC for each of:
INVESCO Group Limited (formerly known as INVESCO MIM
Holdings Limited and MIM Britannia Limited) (3)
Invesco Asset Management Limited (1)
Drayton English and International Trust PLC (1)
INVESCO U.S. Smaller Companies Trust (formerly known as
MIM Britannia U.S. Smaller Companies Trust (1)
INVESCO Fund Managers Limited (formerly known as
INVESCO MIM Unit Trust Managers Limited and MIM
Britannia Unit Trust Managers Limited) (1)
INVESCO International Limited (formerly known as
INVESCO MIM International Limited and MIM
Britannia International Limited) (1)
INVESCO General Equities Trust (formerly known as
Triplevest PLC) (2)
INVESCO Premier Select S.A. (formerly known as INVESCO
MIM Premier Select S.A.) (4)
(1) Incorporated by reference to Amendment No. 4 to a statement on Schedule
13D pertaining to the securities of the Issuer, filed July 6, 1990, by
such Filing Party.
(2) Incorporated by reference to a revision to Amendment No. 2 to a
statement on Schedule 13D pertaining to the securities of the Issuer,
filed August 13, 1990, by such Filing Party.
(3) Incorporated by reference to Amendment No. 6 to a statement on Schedule
13D pertaining to the securities of the Issuer, filed July 18, 1990, by
such Filing Party.
(4) Incorporated by reference to Amendment No. 8 to a Schedule 13D
pertaining to the securities of the Issuer, filed May 5, 1993, by such
Filing Party.
<PAGE> 21
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SCHEDULE B
Drayton English and International Trust PLC
<TABLE>
<S> <C> <C>
(5) (a) James W. Findlay, Director
(b) and (c) Present principal occupation and business address: Partner Cazenova & Co., stockbrokers, 12 Tokenhouse Yard,
London EC2R 7AN, England
(6) (a) Sir Michael J. de R Richardson, Chairman
(b) and (c) Present principal occupation and business address: Smith New Court PLC, Smith New Court House, 20 Farringdon
Road, London EC1M 3NH, England
(7) (a) The Hon. Geoffrey Wilson, Director
(b) and (c) Present principal occupation and business address: Chairman, The Delta Group PLC, an investment advisor, 1
Kingsway, London WC2B 6XF, England
(8) (a) Dr. Miah Gwynfor Jones
(b) and (c) Present principal occupation and business address: Director, Tesco plc, Tesco House, Delaware Road,
Cheshunt, Hertfordshire EN8 9SL
</TABLE>
INVESCO Asset Management Limited
<TABLE>
<S> <C> <C>
(1) (a) Jeffrey C. Attfield, Director
(b) and (c) Present principal occupation and business address: Managing Director, IAM
(2) (a) David C. Gillan, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(3) (a) David C. Hypher, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(4) (a) Bryan P. Quinton, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(5) (a) Sreton Bakovljev, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(d) Citizen of Yugoslavia
(6) (a) Sarah C. Bates, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(7) (a) Peter S. Dawson, Director
(b) and (c) Present principal occupation and business address: Director, IAM
</TABLE>
<PAGE> 22
Page 22 of 27
<TABLE>
<S> <C> <C>
(8) (a) Adam D. Cooke, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(9) (a) Ian A. Carstairs, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(10) (a) Philip R. Ehrmann, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(11) (a) Rory S. Powe, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(12) (a) Jennifer M. Prince
(b) and (c) Present principal occupation and business address: Director, IAM
(13) (a) M. John Shelley, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(14) (a) Norman M.M. Riddell, Chairman
(b) and (c) Present principal occupation and business address: European Chief Executive INVESCO PLC, 11 Devonshire
Square, London EC2M 4YR England
(15) (a) Allen C. Wren, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(16) (a) Stephen R. Hill, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(17) (a) Stewart A. Cowley, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(18) (a) James R. Robertson, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(19) (a) Ricardo Ricciardi, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(d) Citizen of Italy
</TABLE>
INVESCO Group Limited
<TABLE>
<S> <C> <C>
(1) (a) Charles W. Brady, Director
(b) and (c) Present principal occupation and business address: Executive Chairman, INVESCO plc, Invesco
</TABLE>
<PAGE> 23
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<TABLE>
<S> <C> <C>
Capital Management Inc., 1315 Peachtree Street, Atlanta, Georgia 30309, U.S.A.
(d) Citizen of the United States of America
(2) (a) Robert G. Jablon, Director
(b) and (c) Present principal occupation and business address: Director, INVESCO France S.A., 99 Boulevard Malesherbes,
75008 Paris, France
(d) Citizen of France
(3) (a) Norman M.M. Riddell, Chief Executive
(b) and (c) Present principal occupation and business address: European Chief Executive INVESCO plc, 11 Devonshire
Square, London EC2M 4YR England
(4) (a) Vittorio Serafino, Director
(b) and (c) Present principal occupation and business address: Deputy Director General, IMI Viala Dell Arte 25, Roma,
Italy
(d) Citizen of Italy
(5) (a) James J. Robertson
(b) and (c) Group Financial Controller, Europe, 11 Devonshire Square, London EC2M 4YR England
(6) (a) William R. Stuttaford, CBE Director
(b) and (c) Present principal occupation and business address: Chairman, Brown Shipley Investment Management Limited
</TABLE>
INVESCO PLC
<TABLE>
<S> <C> <C>
(1) (a) A.N. Solomons, Director
(b) and (c) Present principal occupation and business address: Chairman, Singer & Friedlander Holdings PLC, a merchant
bank, 21 New Street, Bishopsgate, London, England
(2) (a) Ian R. Wilson, Director
(b) and (c) Present principal occupation and business address: Non-executive Director, IP
(3) (a) Charles W. Brady, Executive Chairman
(b) and (c) Present principal occupation and business address: Executive Chairman, IP, 1315 Peachtree Street, Atlanta,
Georgia 30309, U.S.A.
(d) Citizen of the United States of America
(4) (a) Bevis Longstreth, Director
(b) and (c) Present principal occupation and business address: Partner, Debevoise & Plimpton, Attorneys, 875 Third
Avenue, New York, NY 10022, U.S.A.
(d) Citizen of the United States of America
(5) (a) Hubert L. Harris, Director
</TABLE>
<PAGE> 24
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<TABLE>
<S> <C> <C>
(b) and (c) Present principal occupation and business address: Chief Financial Officer, INVESCO PLC, 11 Devonshire
Square, London, EC2M 4YR England
(d) Citizen of the United States of America
(6) (a) William R. Stuttaford, CBE Director
(b) and (c) Present principal occupation and business address: Chairman, Brown Shipley Investment Management Limited
(7) (a) Samuel Dekinder, Director
(b) and (c) Present principal occupation and business address: Director, IP
(d) Citizen of the United States of America
(8) (a) Vittorio Serafino, Director
(b) and (c) Present principal occupation and business address: Deputy Director General, IMI, Viale Dell Arte 25, Roma,
Italy
(d) Citizen of Italy
(9) (a) Alexander White, Director
(b) and (c) Present principal occupation and business address: Investment Banker, Pitt Hall Road, Old Chatham, New York
12136, U.S.A.
(d) Citizen of the United States of America
(10) (a) Hiroshi Katsuta, Director
(b) and (c) Present principal occupation and business address: President, INVESCO MIM Investment Trust management Co.
Limited, 5th Floor, Hakudo, Daiichi Building, 4-10-4 Hatchobori, Chou-ku, Tokyo 104, Japan
(d) Citizen of Japan
(11) (a) Norman M.M. Riddell, European Chief Executive
(b) and (c) Present principal occupation and business address: European Chief Executive, INVESCO plc, 11 Devonshire
Square, London EC2M 4YR England
(12) (a) Philip L. Tose, Director
(b) and (c) Present principal occupation and business address: Chairman, Peregrine Investments Holdings Limited, 23rd
Floor, New World Tower, 16-18 Queen's Road, Central Hong Kong
</TABLE>
INVESCO International Limited
<TABLE>
<S> <C> <C>
(1) (a) P.M. Costello, Director
(b) and (c) Present principal occupation and business address: International Marketing Director, I International,
INVESCO MIM House, Grenville Street, St. Helier, Jersey, C.I.
(2) (a) C.S. Paling, Director
(b) and (c) Present principal occupation and business address: Director, I International
</TABLE>
<PAGE> 25
Page 25 of 27
<TABLE>
<S> <C> <C>
(3) (a) R.F. Wilkinson, Director
(b) and (c) Present principal occupation and business address: Director, I International
(4) (a) P.B. Higgins, Director
(b) and (c) Present principal occupation and business address: Deputy Chairman, I International
(5) (a) K. Steventon, Non-Executive Director
(b) and (c) Present principal occupation and business address: Non-Executive Director, I International
(6) (a) Robert J. Edwards, Director
(b) and (c) Present principal occupation and business address: Finance Director, I International, INVESCO MIM House,
Grenville Street, St. Helier, Jersey, Channel Islands
(7) (a) Norman M.M. Riddell, Chairman
(b) and (c) Present principal occupation and business address: Chief Executive, INVESCO plc
</TABLE>
INVESCO Fund Managers Limited
<TABLE>
<S> <C> <C>
(1) (a) K.A. Crowley, Director
(b) and (c) Present principal occupation and business address: Director, IFM
(2) (a) A.J. Herbert, Director
(b) and (c) Present principal occupation and business address: Director, IFM
(3) (a) D.C. Hypher, Director
(b) and (c) Present principal occupation and business address: Director, IAM
(4) (a) Jennifer M. Prince, Director
(b) and (c) Present principal occupation and business address: Director, IFM
(5) (a) W.F. Ramsbotham, Director
(b) and (c) Present principal occupation and business address: Director, IFM
(6) (a) M. John Shelley, Director
(b) and (c) Present principal occupation and business address: Director, IFM
(7) (a) Norman M.M. Riddell, Chief Executive
(b) and (c) Present principal occupation and business address: European Chief Executive, INVESCO PLC, 11 Devonshire
Square, London EC2M 4YR England
(8) (a) Allen Wren, Director
(b) and (c) Managing Director, IFM, 11 Devonshire Square, London EC2M 4YR England
</TABLE>
<PAGE> 26
Page 26 of 27
<TABLE>
<S> <C> <C>
(9) (a) James I. Robertson
(b) and (c) Group Financial Controller, Europe, 11 Devonshire Square, London EC2M 4YR England
</TABLE>
MIM Britannia International Holdings Limited
<TABLE>
<S> <C> <C>
(1) (a) Charles W. Brady, Director
(b) and (c) Present principal occupation and business address: Executive Chairman, 1315 Peachtree Street, Atlanta,
Georgia 30309 U.S.A.
(d) Citizen of the United States of America
(2) (a) R.F. Wilkinson, Director
(b) and (c) Present principal occupation and business address: Director, I International
(3) (a) J.M. Butler, Director
(b) and (c) Present principal occupation and business address: Director, MBIH, 6312 S. Fiddlers Green Circle Suite,
Englewood, CO 80111
(d) Citizen of the United States of America
(4) (a) J.L. Gardner, Director
(b) and (c) Present principal occupation and business address: Chairman, INVESCO Management & Research Inc., 101 Federal
Street, Boston, MA 02110
(d) Citizen of the United States of America
(5) (a) P.D. Jones, Director
(b) and (c) Present principal occupation and business address: Group Financial Controller, INVESCO Group
(6) (a) Michael S. Perman, Director and Secretary
(b) and (c) Present principal occupation and business address: Company Secretary, INVESCO PLC and INVESCO Group
</TABLE>
INVESCO Premier Select, S.A.
<TABLE>
<S> <C> <C>
(1) (a) The Rt. Hon. Lord Rippon of Hexham, Chairman
(b) and (c) Present principal occupation and business address: Director, I International
(2) (a) P.B. Higgins, Director
(b) and (c) Present principal occupation and business address: Deputy Chairman, I International
(3) (a) Y. Prussen, Director
(b) and (c) Present principal occupation and business address: Partner, Elvinger, Hoss & Prussen (Lawyers) 15 Cote
d'Eich, Luxembourg
(d) Citizen of Luxembourg
(4) (a) D.C. Hypher, Director
(b) and (c) Present principal occupation and business address: Director, IAM
</TABLE>
<PAGE> 27
Page 27 of 27
<TABLE>
<S> <C> <C>
(5) (a) C.S. Paling, Director
(b) and (c) Present principal occupation and business address: Director, I International
(6) (a) R.F. Wilkinson, Director
(b) and (c) Present principal occupation and business address: Director, I International
(7) (a) Comt. Christian De Pourtales
(b) and (c) Present principal occupation and business address: Director, IMPS and several other unit funds 34 Boulevard
Maillot, 9200 Neuilly Sur Seine, Paris, France
(d) Citizen of France
</TABLE>
INVESCO North American Group Limited
<TABLE>
<S> <C> <C>
(1) (a) Michael S. Perman, Director
(b) and (c) Present principal occupation and business address: Director, NA Group
(2) (a) Peter D. Jones, Director
(b) and (c) Present principal occupation and business address: Director, NA Group
(3) (a) Hubert L. Harris, Director
(b) and (c) Present principal occupation and business address: Director, NA Group
(d) Citizen of the United States of America
</TABLE>
