<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 3 )*
Excel Industries, Inc.
------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------------
(Title of Class of Securities)
300657 10 3
------------------------------------
(CUSIP Number)
Kathryn Pietrowiak, Esq.
CIGNA Corporation, 900 Cottage Grove Road, Hartford, CT 06152-2215
(860) 726-8908
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 2, 1996
------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
THIS SCHEDULE 13D IS RESTATED IN ITS ENTIRETY PURSUANT TO RULE 101 OF REGULATION
S-T. THE EFFECTED PORTION REQUIRING AMENDMENT IS IN ITEM 5.
Page 1 of 18 Pages
<PAGE> 2
CUSIP No. 300657 10 3 13D
- ------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or IRS Identification Nos. of Above Person
CIGNA Mezzanine Partners II, L.P.
06-1265140
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)/ /
(b)/ /
- ------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds
00
- ------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(E) / /
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power 508,426
--------------------------------------------------------
Shares Beneficially (8) Shared Voting Power 0
--------------------------------------------------------
Owned By (9) Sole Dispositive Power 508,426
--------------------------------------------------------
Each Reporting (10) Shared Dispositive Power 0
Person With
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
508,426
- ------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.5%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
Page 2 of 18 Pages
<PAGE> 3
This Amendment No. 3 to the Schedule 13D dated January 11, 1990 ("Original
Statement"), as amended on August 25, 1993 ("Amendment No. 1") and on September
14, 1993 ("Amendment No. 2"), hereby amends Item 5 of such Schedule 13D. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meaning set forth in such Schedule 13D, the entire text of which is
restated at the end of this Amendment No. 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Subitems (a), (b) and (e) of this Item 5 are hereby amended by adding the
following paragraphs at the end of each.
(a) On December 2, 1996, the Issuer made a scheduled partial prepayment of
the principal amount of the Notes in accordance with the Note Purchase
Agreement. As a result, the aggregate number of shares of Common Stock into
which the Notes held by CMP are presently convertible and that are, therefore,
beneficially owned by CMP is 508,426 or 4.5% of the outstanding shares of Common
Stock (computed assuming that all of the Notes held by CMP are converted into
Common Stock but that no other Notes are so converted). If the remaining
principal amount of all the Notes originally purchased by CMP, Connecticut
General, LICNA, Paul Revere, Paul Revere Protective, Balboa and the Trust Fund
were converted into shares of the Common Stock, such shares of Common Stock
would constitute 13.5% of all outstanding shares of Common Stock, and the shares
of Common Stock that would be owned by CMP would constitute 4.1% of all
outstanding shares of Common Stock. If the remaining principal amount of all the
Notes held by CMP, Connecticut General and LICNA were converted into shares of
Common Stock, assuming that no other Notes were so converted, such shares would
constitute 9.4% of all outstanding shares of Common Stock.
(b) As a result of the principal prepayment described in (a) above, CMP
presently has the power to vote, direct the voting of, dispose of and direct the
disposition of 508,426 shares of Common Stock. CIGNA, through its control of
Connecticut General and LICNA, might be deemed presently to have the power to
vote, direct the voting of, dispose of and direct the disposition of the 601,508
shares of Common Stock into which the Notes held by Connecticut General and
LICNA may now be converted.
(e) On December 2, 1996, CMP ceased to be the beneficial owner of more than
5% of the Common Stock of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 1997
CIGNA MEZZANINE PARTNERS II, L.P.
By: CIGNA Mezzanine Capital, Inc.
By: /s/ MALCOLM S. SMITH
---------------------------------
Malcolm S. Smith, President
Page 3 of 18 Pages
<PAGE> 4
Set out below is a restatement of the text of the Original Statement.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, without par value (the "Common
Stock"), of Excel Industries, Inc., an Indiana corporation (the "Issuer"), whose
principal executive offices are located at 1120 North Main Street, Elkhart,
Indiana 46514.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by CIGNA Mezzanine Partners II, L.P., a
Delaware limited partnership ("CMP"). The general partner of CMP is CIGNA
Mezzanine Capital, Inc. (the "General Partner"). The address of the principal
business and principal office of CMP is 900 Cottage Grove Road, Bloomfield,
Connecticut 06002. The principal business of CMP is to act as an unregistered
investment fund investing primarily in mezzanine securities.
On January 2, 1990, pursuant to a Note Purchase Agreement (the "Note
Purchase Agreement"), dated as of December 1, 1989, with the Issuer, CMP
purchased $9,161,371 principal amount of the Issuer's 10.00% Convertible
Subordinated Notes due December 1, 2000 (the "Notes"). Such Notes are
convertible into Common Stock as described in Item 5(a) below.
At the time at which it entered into the Note Purchase Agreement, the
Issuer also issued Notes in the aggregate principal amount of $20,838,629
pursuant to separate Note Purchase Agreements (the "Other Agreements"), dated as
of December 1, 1989, with Connecticut General Life Insurance Company
("Connecticut General"), Life Insurance Company of North America ("LICNA"), The
Paul Revere Life Insurance Company ("Paul Revere"), The Paul Revere Protective
Life Insurance Company ("Paul Revere Protective"), Balboa Insurance Company
("Balboa") and Rhode Island Hospital Trust National Bank, as Trustee for the
Textron Collective Investment Trust Fund B (the "Trust Fund"), respectively.
Except for the purchaser of Notes thereunder, the Other Arrangements were
substantially identical to each other and to the Note Purchase Agreement.
Connecticut General and LICNA, which purchased Notes in the aggregate principal
amount of $10,838,629, are under common control with CMP. This filing should not
be construed as implying that CMP is a member of a group including Connecticut
General, LICNA, Paul Revere, Paul Revere Protective, Balboa and the Trust Fund,
or any of them. CMP disclaims membership in any such group , this Schedule 13D
does not reflect its membership in a group including any of those persons and
any general reference below to persons named in this Item is not intended to
include those persons.
CMP understands that Connecticut General, LICNA, Paul Revere, Paul Revere
Protective, Balboa and the Trust Fund may file reports on Schedule 13G
reflecting their own beneficial ownership of Common Stock into which the Notes
purchased by them may be converted.
The name, residence or business address, citizenship, present principal
occupation or employment, and the name and address of any corporation or other
organization in which such employment is conducted of each executive officer and
director and each other natural person controlling CMP and/or the General
Partner and each executive officer and director of CIGNA Corporation ("CIGNA"),
the corporation ultimately controlling the General Partner, are set forth in
Appendix A attached hereto and incorporated herein by reference. The name, state
or other place of organization and principal business and office address of each
corporation or other person (other than a natural person) that controls CMP or
the General Partner are also set forth in Appendix A.
To the best of CMP's knowledge, during the last five years, none of CMP,
the General Partner and any person identified in Appendix A has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
Page 4 of 18 Pages
<PAGE> 5
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The source of funds for CMP's acquisition of the Notes was capital
contributions by its partners. The amount of the funds was $9,161,371.
ITEM 4. PURPOSE OF TRANSACTION
CMP purchased the Notes that were purchased by it for its own account for
investment. Under the Note Purchase Agreement, upon the occurrence of certain
diluting events the Notes purchased by CMP would be convertible into a greater
number of shares of Common Stock than is presently the case, and CMP might
thereby be deemed to have acquired a beneficial interest in additional Common
Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Notes are convertible into Common Stock at any time at a conversion
price that initially is $14.00 per share, but is subject to adjustment as
provided in the Note Purchase Agreement and the Other Agreements upon the
occurrence of certain diluting events. The aggregate number of shares of Common
Stock into which the Notes held by CMP are presently convertible and that are
therefore beneficially owned by CMP is 654,384, or 9.2% of the outstanding
shares of Common Stock (computed assuming that all of the Notes held by CMP are
converted into Common Stock but that no other Notes are so converted). If all
Notes purchased by CMP, Connecticut General, LICNA, Paul Revere, Paul Revere
Protective, Balboa and the Trust Fund were converted into shares of Common
Stock, such shares of Common Stock would constitute 24.9% of all outstanding
shares of Common Stock, and the shares of Common Stock that would be owned by
CMP would constitute 7.6% of all outstanding shares of Common Stock. If all the
Notes purchased by CMP, Connecticut General and LICNA were converted into shares
of Common Stock, and assuming that no other Notes were so converted, such shares
would constitute 18.1% of all outstanding shares of Common Stock.
(b) CMP presently has the power to vote, direct the voting of, dispose of
and direct the disposition of 654,384 shares of Common Stock. CIGNA, through its
control of Connecticut General and LICNA, might be deemed presently to have the
power to vote, direct the voting of, dispose of and direct the disposition of
the 774,188 shares of Common Stock into which the Notes held by Connecticut
General and LICNA may be converted.
(c) To the best of CMP's knowledge, no transactions in the Issuer's
securities were effected in the past 60 days by persons named in Item 2 above,
except pursuant to the Note Purchase Agreement and the Other Agreements.
(d) Upon the conversion of the Notes held by CMP into shares of Common
Stock, to the best knowledge of CMP no person other than those named in the
response to Item 2 above will have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such shares of
Common Stock.
(e) Not applicable.
Page 5 of 18 Pages
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Note Purchase Agreement, among other things, permits CMP to require the
Issuer to prepay the Notes held by it upon the occurrence of a change of control
(as defined in the Note Purchase Agreement) of the Issuer.
Except for the Note Purchase Agreement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 above or between such persons and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Note Purchase Agreement.
Page 6 of 18 Pages
<PAGE> 7
CIGNA CORPORATION Appendix A
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: ONE LIBERTY PLACE, PHILADELPHIA, PA
19101
PRINCIPAL BUSINESS: HOLDING COMPANY
CIGNA Corporation is the owner of all outstanding equity
securities of CIGNA Holdings, Inc. and is the ultimate
controlling person of the General Partner.
DIRECTORS
<TABLE>
<CAPTION>
Present
NAME Business Address Principal Occupation Nationality
- ----------------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Evelyn Berezin 10 Tinker Lane President, Greenhouse USA
East Setauket, NY 11733 Management Corporation (venture
capital investment fund)
William T. Coleman, Jr. 555 13th Street, N.W. Senior Partner USA
Suite 500 West O'Melveny and Myers
Washington, D.C. 20004 (law firm)
Alfred C. DeCrane, Jr. 1000 Westchester Avenue Chairman of the Board USA
White Plains, NY 10650 Texaco, Inc.
(integrated oil, gas and chemical
manufacturer)
James F. English 777 Prospect Avenue President, Trinity College USA
West Hartford, CT 06105 (retired)
Stafford R. Grady 612 South Flower Street Vice Chairman - Emeritus, USA
Los Angeles, CA 90017 Sanwa Bank California
Frank S. Jones Massachusetts Institute of Professor of Urban Affairs USA
Technology
Building 3, Room 401
Cambridge, MA 02139
Marion S. Kellogg General Electric Company Vice President, Corporate USA
829 Park Avenue Consulting Services
New York, NY 10021 (electronic/electric manufacturer)
Robert D. Kilpatrick James Center III Chairman of the Board, CIGNA USA
1051 E. Cary Street Corporation (retired)
Suite 1208
Richmond, VA 23219
</TABLE>
Page 7 of 18 Pages
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Gerald D. Laubach Pfizer Inc. President, Pfizer Inc. USA
235 East 42nd Street (pharmaceutical)
New York, NY 10017
Donald E. Meads One Tower Bridge Chairman and President, USA
Suite 1420 Carver Associates, Inc.
100 Front Street (management services)
West Conshohocken, PA
Paul F. Oreffice 2030 Willard H. Dow Chairman of the Board, Dow USA
Center Chemical Company
Midland, MI 48674 (manufacturer of chemicals,
metals, plastics and other
products)
Hicks B. Waldron 242 Trumbull Street Chairman of the Board (retired) USA
Hartford, CT 06103 Avon Products, Inc.
(manufacturer of beauty, fashion
and health care products).
Ezra K. Zilkha 30 Rockfeller Plaza President and Director USA
Room 4220 Zilkha & Sons, Inc.
New York, NY 10112-0153 (investment company)
</TABLE>
Page 8 of 18 Pages
<PAGE> 9
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Present
NAME Business Address Principal Occupation Nationality
- --------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Thomas H. Dooley 900 Cottage Grove Road Executive Vice President and USA
Bloomfield, CT 06002 President, Individual Financial
Group, CIGNA Corporation
Caleb L. Fowler One Liberty Place Executive Vice President and USA
Philadelphia, PA 19101 President, Property and Casualty
Group, CIGNA Corporation
Donald H. Levinson One Liberty Place Executive Vice President USA
Philadelphia, PA 19101 CIGNA Corporation
G. Robert O'Brien 900 Cottage Grove Road Executive Vice President and USA
Bloomfield, CT 06002 President, Employee Benefits
Group, CIGNA Corporation
James G. Stewart One Liberty Place Executive Vice President and Chief USA
Philadelphia, PA 19101 Financial Officer, CIGNA
Corporation
George R. Trumbull 900 Cottage Grove Road Executive Vice President, USA
Bloomfield, CT 06002 CIGNA Corporation
James H. Walker, Jr. One Liberty Place Executive Vice President and USA
Philadelphia, PA 19101 General Counsel
Quincy S. Abbott 900 Cottage Grove Road Senior Vice President USA
Bloomfield, CT 06002 CIGNA Corporation
J. Raymond Caron One Liberty Place Senior Vice President USA
Philadelphia, PA 19101 CIGNA Corporation
John K. Leonard One Liberty Place Senior Vice President USA
Philadelphia, PA 19101 CIGNA Corporation
Robert L. Robinson One Liberty Place Senior Vice President USA
Philadelphia, PA 19101 CIGNA Corporation
Paul H. Rohrkemper One Liberty Place Senior Vice President and USA
Philadelphia, PA 19101 Treasurer, CIGNA Corporation
Thomas J. Wagner One Liberty Place Senior Vice President and USA
Philadelphia, PA 19101 Corporate Secretary
CIGNA Corporation
</TABLE>
Page 9 of 18 Pages
<PAGE> 10
<TABLE>
<S> <C> <C> <C>
Barry F. Wiksten One Liberty Place Senior Vice President, USA
Philadelphia, PA 19101 CIGNA Corporation
Wilson H. Taylor One Liberty Place Chairman of the Board and USA
Philadelphia, PA 19101 President, CIGNA Corporation
Richard F. Vancil Harvard Business School Professor, Harvard Graduate USA
Cambridge, MA 02163 School of Business Administration
</TABLE>
Page 10 of 18 Pages
<PAGE> 11
CIGNA HOLDINGS, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 900 Cottage Grove Road
Bloomfield, CT 06002
Principal Business: Holding Company
CIGNA Holdings, Inc. is the owner of all outstanding equity securities of CIGNA
Investment Group, Inc.
- ------------------------------------------------------------------------------
CIGNA INVESTMENT GROUP, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 1 Beaver Valley Road
Wilmington, DE 19850
Principal Business: Holding Company
CIGNA Investment Group, Inc. is the owner of all outstanding equity securities
of the General Partner
- ------------------------------------------------------------------------------
CIGNA INVESTMENTS, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 900 Cottage Grove Road
Bloomfield, CT 06002
Principal Business: Registered Investment Adviser
CIGNA Investments, Inc. is the investment manager for CMP.
Page 11 of 18 Pages
<PAGE> 12
CIGNA MEZZANINE CAPITAL, INC.
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: 900 COTTAGE GROVE ROAD, BLOOMFIELD, CT
06002
PRINCIPAL BUSINESS: GENERAL PARTNER OF CIGNA MEZZANINE PARTNERS, II, L.P.,
A DELAWARE LIMITED PARTNERSHIP
DIRECTORS
<TABLE>
<CAPTION>
Present
NAME Business Address Principal Occupation Nationality
- ----------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Robert W. Burgess 900 Cottage Grove Road Head of Financial Division USA
Bloomfield, CT 06002 CIGNA Investment Group
John G. Day 900 Cottage Grove Road Chief Counsel, CIGNA Employee USA
Bloomfield, CT 06002 Benefit Group, Individual Financial
Group and CIGNA Investment
Group
George R. Trumbull 900 Cottage Grove Road President, CIGNA Investment USA
Bloomfield, CT 06002 Group
</TABLE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Nationality
- ----------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
David P. Marks, President 900 Cottage Grove Road Head of Investment Marketing USA
Bloomfield, CT 06002 Division - CIGNA Investment
Group
Malcolm S. Smith, 900 Cottage Grove Road Head of Private Securities Division USA
Vice President Bloomfield, CT 06002 - CIGNA Investment Group
</TABLE>
Page 12 of 18 Pages
<PAGE> 13
Set out below is a restatement of the text of Amendment No. 1 as amended by
Amendment No. 2.
This Amendment No. 2 to the Schedule 13D originally dated as of January 11, 1990
and amended by Amendment No. 1 dated as of August 25, 1993 hereby amends Items 2
and 5 of such Schedule 13D. This Amendment No. 2 corrects the number of shares
beneficially owned, which was misstated in such Amendment No. 1. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meaning set forth in such Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2. is hereby amended by replacing Appendix A with Amended Appendix A dated
September 1993.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Subitems (a) and (b) of this Item 5. are hereby amended by adding the following
paragraphs.
(a) The initial conversion price of $14.00 per share has been adjusted, as
provided in the Note Purchase Agreement, to reflect the diluting effect of
the Company's issuance of additional shares of its Common Stock in public
offerings. The adjusted exercise price is now $13.214. Therefore, the
aggregate number of shares of Common Stock into which the Notes held by CMP
are presently convertible and that are therefore beneficially owned by CMP
is 693,308 or 6.2% of the outstanding shares of Common Stock (computed
assuming that all of the Notes held by CMP are converted into Common Stock
but that no other Notes are so converted). If all the Notes purchased by
CMP, Connecticut General, LICNA, Paul Revere, Paul Revere Protective,
Balboa and the Trust Fund were converted into shares of the Common Stock at
the adjusted exercise price, such shares of Common Stock would constitute
17.7% of all outstanding shares of Common Stock, and the shares of Common
Stock that would be owned by CMP would constitute 5.4% of all outstanding
shares of Common Stock. If all the Notes held by CMP, Connecticut General
and LICNA were converted into shares of Common Stock at the adjusted
exercise price, assuming that no other Notes were so converted, such shares
would constitute 12.5% of all outstanding shares of Common Stock.
(b) As a result of the adjustment of the initial conversion price described in
paragraph (a) above, CMP presently has the power to vote, direct the voting
of, dispose of and direct the disposition of 693,308 shares of Common
Stock. CIGNA, through its control of Connecticut General and LICNA, might
be deemed presently to have the power to vote, direct the voting of,
dispose of and direct the disposition of the 820,238 shares of Common Stock
into which the Notes held by Connecticut General and LICNA may now be
converted.
Page 13 of 18 Pages
<PAGE> 14
Amended Appendix A
September, 1993
CIGNA CORPORATION
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: ONE LIBERTY PLACE, PHILADELPHIA, PA 19101
PRINCIPAL BUSINESS: HOLDING COMPANY
CIGNA Corporation is the owner of all outstanding equity
securities of CIGNA Holdings, Inc. and is the ultimate
controlling person of the General Partner.
DIRECTORS
<TABLE>
<CAPTION>
PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION NATIONALITY
- ---------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Robert P. Bauman SmithKline Beecham Chief Executive USA
One New Horizons Court
Brentford
Middlesex, TW8 9EP England
Evelyn Berezin 10 Tinker Lane Venture Capital Consultant USA
East Setauket, NY 11733
Robert H. Campbell Sun Company, Inc. Chairman, President, CEO USA
1801 Market Street
Philadelphia, PA 19103
Alfred C. DeCrane, Jr. Texaco, Inc. Chairman, CEO USA
2000 Westchester Avenue
White Plains, NY 10650
James F. English, Jr. c/o Carol J. Ward President Emeritus USA
Corporate Secretary Trinity College
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Frank S. Jones c/o Carol J. Ward Ford Professor of Urban Affairs, USA
Corporate Secretary Emeritus
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
</TABLE>
Page 14 of 18 Pages
<PAGE> 15
CIGNA CORPORATION
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: ONE LIBERTY PLACE, PHILADELPHIA, PA 19101
PRINCIPAL BUSINESS: HOLDING COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION NATIONALITY
- -------------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Robert D. Kilpatrick Suite 1208 Retired Chairman of the Board USA
James Center III CIGNA Corporation
1051 E. Cary Street
Richmond, VA 23219
Gerald D. Laubach, Ph.D. c/o Carol J. Ward Retired President USA
Corporate Secretary Pfizer, Inc.
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Paul F. Oreffice The Dow Chemical Company Retired Chairman USA
2030 Willard H. Dow Center
Midland, MI 48674
Charles R. Shoemate CPC International Inc. Chairman & Chief Executive USA
International Plaza Officer
Englewood Cliffs, NJ 07632
Louis W. Sullivan, MD Morehouse School of Medicine President USA
720 Westview Drive
Atlanta, GA 30314
Wilson H. Taylor CIGNA Corporation Chairman and Chief Executive USA
One Liberty Place Officer
1650 Market Street
Philadelphia, PA 19192-1550
Hicks B. Waldron c/o Carol J. Ward Retired Chairman USA
Corporate Secretary Avon Products, Inc.
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192-1550
Ezra K. Zilkha Zilkha & Sons, Inc. President USA
30 Rockefeller Plaza, Rm. 4220
New York, NY 10112-0153
</TABLE>
Page 15 of 18 Pages
<PAGE> 16
CIGNA CORPORATION
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: ONE LIBERTY PLACE, PHILADELPHIA, PA 19101
PRINCIPAL BUSINESS: HOLDING COMPANY
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION NATIONALITY
- ------------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Wilson H. Taylor One Liberty Place Chairman and Chief Executive USA
1650 Market Street Officer
Philadelphia, PA 19192-1550
Donald M. Levinson One Liberty Place Executive Vice President USA
1650 Market Street
Philadelphia, PA 19192-1550
James G. Stewart One Liberty Place Executive Vice President and USA
1650 Market Street Chief Financial Officer
Philadelphia, PA 19192-1550
Thomas J. Wagner One Liberty Place Executive VIce President USA
1650 Market Street General Counsel
Philadelphia, PA 19192-1550
J. Raymond Caron One Liberty Place Senior Vice President USA
1650 Market Street
Philadelphia, PA 19192-1550
Robert L. Robinson Two Liberty Place Senior Vice President USA
1601 Chestnut Street
Philadelphia, PA 19192-2211
Paul H. Rohrkemper One Liberty Place Senior Vice President and USA
1650 Market Street Treasurer
Philadelphia, PA 19192-1550
Barry F. Wiksten One Liberty Place Senior Vice President USA
1650 Market Street
Philadelphia, PA 19192-1550
</TABLE>
Page 16 of 18 Pages
<PAGE> 17
CIGNA HOLDINGS, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 1 Beaver Valley Road
Wilmington, DE 19850
Principal Business: Holding Company
CIGNA Holdings, Inc. is the owner of all outstanding equity securities of CIGNA
Investment Group, Inc.
- ------------------------------------------------------------------------------
CIGNA INVESTMENT GROUP, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 900 Cottage Grove Road
Bloomfield, CT 06002
Principal Business: Holding Company
CIGNA Investment Group, Inc. is the owner of all outstanding equity securities
of the General Partner, CIGNA Mezzanine Capital, Inc.
- ------------------------------------------------------------------------------
CIGNA INVESTMENTS, INC.
A DELAWARE CORPORATION
Principal Office and Business Address: 900 Cottage Grove Road
Bloomfield, CT 06002
Principal Business: Registered Investment Adviser
CIGNA Investments, Inc. is the investment manager for CIGNA Mezzanine Partners
II, L.P.
Page 17 of 18 Pages
<PAGE> 18
CIGNA MEZZANINE CAPITAL, INC.
A DELAWARE CORPORATION
PRINCIPAL OFFICE AND BUSINESS ADDRESS: 900 COTTAGE GROVE ROAD, BLOOMFIELD, CT
06002
PRINCIPAL BUSINESS: GENERAL PARTNER OF CIGNA MEZZANINE PARTNERS II, L.P.
A DELAWARE LIMITED PARTNERSHIP
DIRECTORS
<TABLE>
<CAPTION>
PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION NATIONALITY
- ------------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Harold W. Albert 900 Cottage Grove Road Chief Counsel USA
Bloomfield, CT 06002
Robert W. Burgess 900 Cottage Grove Road Senior Vice President USA
Bloomfield, CT 06002
Arthur C. Reeds, III 900 Cottage Grove Road Chief Investment Officer USA
Bloomfield, CT 06002
OFFICERS
Malcolm S. Smith 900 Cottage Grove Road Managing Director, USA
President Bloomfield, CT 06002 Division Head
Guy C. Roberts 900 Cottage Grove Road Managing Director, USA
Vice President Bloomfield, CT 06002 Mezzanine Investments
David C. Kopp 900 Cottage Grove Road Secretary USA
Secretary Bloomfield, CT 06002
Gail B. Marcus 900 Cottage Grove Road Assistant Vice President USA
Treasurer Bloomfield, CT 06002
Bruce P. Chapin 900 Cottage Grove Road Assistant Secretary USA
Assistant Secretary Bloomfield, CT 06002
Geraldine J. O'Coin 900 Cottage Grove Road Senior Legal Assistant USA
Assistant Secretary Bloomfield, CT 06002
Charlotte J. Cardone 900 Cottage Grove Road Treasury Process USA
Assistant Treasurer Bloomfield, CT 06002 Consultant
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