SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3){1}
AMERIQUEST TECHNOLOGIES, INC.
_______________________________________________________________________________
(Name of issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
03070P10-3
_______________________________________________________________________________
(CUSIP number)
KLAUS H. JANDER, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8001
_______________________________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
APRIL 9, 1997
_______________________________________________________________________________
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box <square>.
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.
(Continued on following pages)
(Page 1 of 27 Pages)
__________________________
{1} 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES.)
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 03070P 10-3 PAGE 2 OF 27 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Computer 2000 AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <checked-box>
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(c) OR 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 36,349,878
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 36,349,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
36,349,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 54%
14 TYPE OF REPORTING PERSON*
HC/CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 03070P 10-3 PAGE 3 OF 27 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Computer 2000, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <checked-box>
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(c) OR 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 36,349,878
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 36,349,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
36,349,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 54%
14 TYPE OF REPORTING PERSON*
HC/CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
PAGE
<PAGE>
This Amendment No. 3 ("Amendment No. 3") to the Statement on
Schedule 13D dated November 14, 1994 (the "Schedule 13D") is filed by
Computer 2000 AG and Computer 2000, Inc. in connection with their
beneficial ownership of Common Stock of AmeriQuest Technologies, Inc., a
Delaware corporation. Schedule 13D as previously amended by
Amendment No. 1, dated August 7, 1995, and by Amendment No. 2, dated March
29, 1996, to the Schedule 13D, is hereby amended as set forth below.
ITEM 1. SECURITY AND ISSUER
Item 1 of Schedule 13D is hereby amended in its entirety to read
as set forth below:
This statement relates to the Common Stock, $0.01 par value (the
"Common Stock") of AmeriQuest Technologies, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of Issuer are located at
6100 Hollywood Boulevard, 7th Floor, Hollywood, Florida 33024.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is hereby amended in its entirety to read
as set forth below:
Pursuant to Rules 13d-1(f)(1) and (2) promulgated under the Act,
this Statement on Schedule 13D is filed on behalf of Computer 2000 AG, a
stock company organized under the laws of Germany ("C2000"), and Computer
2000 Inc., a corporation organized under the laws of Delaware ("Sub").
C2000 is a distributor of hardware, software and communications
products for professional personal computers throughout Europe, and also
provides additional services relating thereto, including consultancy and
technical service and support. The address of C2000's principal business
and principal office is Wolfratshauser Strasse 84, 81379 Munich, Germany.
C2000 is a publicly-held company in Germany, and Kloeckner & Co.
AG ("Kloeckner") is the majority shareholder of C2000.
Sub is a wholly-owned subsidiary of C2000 whose initial business
is to acquire securities in Issuer and to engage in purchasing and sales
activities for C2000 and its affiliated companies. The address of Sub's
principal office is 6100 Hollywood Blvd., Seventh Floor, Hollywood,
FLorida 33024.
Kloeckner is a diversified trading and services company which is
represented worldwide in a broad range of activities, including trading
operations in steel, chemical products and textiles. It is also engaged
in various service industries. Kloeckner is organized as a stock
corporation under the laws of Germany.
Bayernwerk AG ("Bayernwerk") owns 100% of the capital stock of
Kloeckner. The principal place of business and executive offices of
Kloeckner are located at Neudorfer Strasse 3-5, 47057 Duisburg, Germany.
Bayernwerk is a utility company supplying electricity to various
regions in Germany. It is organized as a stock corporation under German
law. VIAG owns 97.1% of the capital stock of Bayernwerk and the remaining
2.9% is owned by various Bavarian municipal agencies. The principal
business and the executive offices of Bayernwerk are located at
Nymphenburgerstrasse 39, 80335 Munich, Germany.
PAGE
<PAGE>
VIAG is a publicly-held company whose shares are listed on the
stock exchanges in Germany and Switzerland. VIAG is a diversified
industrial holding company whose primary business areas are energy,
chemicals, packaging, trading and transport, and telecommunications in
Germany and around the world. The principal business and the executive
offices of VIAG are located at Nymphenburgerstrasse 37, 80335 Munich,
Germany.
The attached Schedule I is a list of the (i) members of the
management boards and the members of the supervisory boards of C2000,
Kloeckner, Bayernwerk and VIAG (under the German legal system, members of
the management board have positions that are analogous to executive
officers, and members of the supervisory board have positions analogous to
directors) and (ii) members of the Board of Directors and executive
officers of Sub.
During the last five years, neither C2000, Sub nor, to the best
of each of C2000's and Sub's knowledge, any person named in Schedule I has
been: (a) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
U.S. federal or state securities laws or finding any violation with respect
to such laws.
ITEM 4. PURPOSE OF TRANSACTION
The first paragraph of Item 4 of Schedule 13D is amended in its
entirety to read as follows:
C2000 and Sub made the initial investments described herein for
the purpose of acquiring and maintaining a majority equity interest in and
operating control of Issuer. Sub is the owner of record of all shares, and
warrants and rights to acquire shares, of Issuer beneficially owned by
C2000 and Sub. C2000 initially planned to use its indirect control of
Issuer to enter the North American market for the distribution of computer
products and to obtain certain operating synergies between itself and
Issuer. As of the date hereof, C2000 views its majority equity interest
in, and operating control of, Issuer as an opportunity to participate in
the North American market for the distribution of computer products.
Item 4 is further amended by the addition of the following
provisions, captioned "Restructuring of the Issuer" and "Proposed
Additional Capital Contribution by C2000."
RESTRUCTURING OF THE ISSUER
At the Issuer's Board of Directors meeting held on April 9, 1997,
(the "April 9, 1997 Board Meeting"), operating management presented a plan
that would involve a wide-ranging restructuring of the Issuer, encompassing
head-count reductions and facility closures over the next several months
with the goal of focussing on and strengthening the activities of the
PAGE
<PAGE>
Issuer's Advanced Systems Group (the "AS Group"). The AS Group is a full
service value-added distributor of high-end work stations and servers,
offering systems engineering, systems integration, advanced technology, and
comprehensive leasing and maintenance programs.
The Board of Directors agreed that all of Issuer's business
activities must be reviewed in order to redefine its core business.
Management will continue to investigate the possible disposition of
business segments and other assets. By resolution, the Board approved the
proposed restructuring plan at the April 9, 1997 Board Meeting. All of the
Directors designated by C2000 voted in favor of the resolution.
PROPOSED ADDITIONAL CAPITAL CONTRIBUTION BY C2000
In November 1996 C2000 delivered a capital obligation letter to
the Board of Directors of Issuer confirming C2000's obligation to provide
Issuer with additional financing in the amount of at least $30 million
early in calendar year 1997. At the April 9, 1997 Board Meeting, C2000's
designees on the Board proposed that C2000 fulfill this obligation in full
by causing Sub to make a $30 million investment in Issuer by purchasing
shares of a new series of convertible preferred stock of Issuer (the
"Proposed Convertible Preferred Stock").
At the April 9, 1997 Board Meeting the Board approved in
principle the issuance and sale of the Proposed Convertible Preferred
Stock, subject to the consideration and acceptance of the Issuer's
Board of Directors and the execution of a mutually acceptable preferred
stock purchase agreement.
The Proposed Convertible Preferred Stock would be convertible at
Sub's option into shares of Common Stock at a specified conversion price,
subject to customary anti-dilution provisions. As the holder of the
Proposed Convertible Preferred Stock, Sub would be entitled to certain
voting rights and to an annual dividend, payable in cash or Common Stock.
The Proposed Convertible Preferred Stock would rank senior to all other
forms of capital stock, including the Common Stock, and upon liquidation
the holders of such stock would be entitled to a specified liquidation
preference, plus accrued and unpaid dividends. It is expected that there
would be other terms and conditions applicable to the Proposed Convertible
Preferred Stock.
PAGE
<PAGE>
The completion of the transaction will be subject to the
unanimous acceptance of the Issuer's Board of Directors and the
execution of a mutually acceptable preferred stock purchase agreement. As
of the date of this Amendment No. 3, it is anticipated that the transaction
will be completed, subject to the fulfillment of all such conditions,
by April 30, 1997.
AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK.
The paragraph of Item 4 of Schedule 13D captioned "Authorization
of Additional Shares of Common Stock" is amended to read in its entirety as
follows:
Prior to the annual meeting of stockholders held on March 29,
1996 (the "1996 Annual Meeting"), the authorized number of shares of
Issuer's Common Stock was insufficient to accommodate (a) conversion to
Common Stock of Issuer's then-outstanding shares of Preferred Stock (which
were issued in the Robec Acquisition, pursuant to the 1995 Purchase
Agreement and upon the exercise described below of the Warrants and
Acquisition Maintenance Warrant), (b) exercise for Common Stock of the
warrants and rights provided for in the 1995 Purchase Agreement, and (c)
exercise of other currently outstanding options and warrants of Issuer. At
the 1996 Annual Meeting, the stockholders approved an amendment to the
Issuer's Certificate of Incorporation, increasing its authorized shares of
Common Stock from 30 million shares to 200 million shares. Pursuant to
that certain Voting Agreement dated November 10, 1995 entered into by Sub
(the "Voting Agreement"), Sub agreed, among other things, to vote its
shares of the capital stock of Issuer in favor of increasing the authorized
number of shares of Issuer's Common Stock. Consequently, Sub voted for
such amendment of Issuer's Certificate of Incorporation at the 1996 Annual
Meeting. The amendment authorizing the additional requisite shares of
Common Stock became effective upon filing of such amendment with the
Delaware secretary of state. Accordingly, at such time (a) the Preferred
Stock issued pursuant to the 1995 Purchase Agreement automatically
converted into Common Stock, (b) the remaining Warrants became exercisable
for up to 12,051,340 shares of Common Stock, (c) the remaining Acquisition
Maintenance Warrant became exercisable for up to 2,884,988 shares of Common
Stock and (d) the Unit Maintenance Warrants became exercisable for up to
5,148,574 shares of Common Stock.
<PAGE>
<PAGE>
ITEM 5. SECURITY AND ISSUER
Paragraph (a) of Item 5 of Schedule 13D is hereby amended in its
entirety to read as set forth below:
(a) As of the date of this Amendment No. 3, each of C2000 and
Sub beneficially owns a total of 36,349,878 shares of Common Stock,
representing a beneficial ownership of approximately 54% of the Common Stock.
SCHEDULE I
Schedule I of Schedule 13D is amended in its entirety to read as
follows:
COMPUTER 2000, INC.
COMPUTER 2000, INC. BOARD OF DIRECTORS
Name: Martin Loeffler
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Director - Corporate Controlling, Computer 2000 AG
Citizenship: German
Name: Richard Obermaier
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Manager, Controlling Department, Computer 2000 AG
Citizenship: German
Name: Juergen Wendt
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich
Germany
Occupation/
Employment: Director - Corporate Treasury, Computer 2000 AG
Citizenship: German
COMPUTER 2000, INC. EXECUTIVE OFFICERS
Name: Martin Loeffler, President
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich
Germany
Occupation/
Employment: Director - Corporate Controlling, Computer 2000 AG
Citizenship: German
Name: Juergen Wendt, Vice President & Treasurer
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich
Germany
Occupation/
Employment: Director - Corporate Treasury, Computer 2000 AG
Citizenship: German
<PAGE>
<PAGE>
Name: Richard Obermaier, Secretary
Address: Computer 2000 AG
Wolfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Manager, Controlling Department, Computer 2000 AG
Citizenship: German
<PAGE>
<PAGE>
COMPUTER 2000 AG
COMPUTER 2000 AG MANAGEMENT BOARD
Name: Walter von Szczytnicki, Chairman
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of Computer 2000 AG;
Member of the Management Board of Kloeckner & Co. AG
Citizenship: German
Name: Dieter Bock
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Member of the Management Board of Computer 2000 AG
Citizenship: German
Name: Pertti Ervi
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Member of the Management Board of Computer 2000 AG
Citizenship: Finnish
Name: Manfred Guenzel
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Member of the Management Board of Computer 2000 AG
Citizenship: German
Name: Dr. Harry Krischik
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Member of the Management Board of Computer 2000 AG
Citizenship: German
PAGE
<PAGE>
COMPUTER 2000 AG SUPERVISORY BOARD
Name: Dr. Helmut Burmester, Chairman
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Chairman of the Management Board of Kloeckner & Co. AG
Citizenship: German
Name: Dr. Arno Puhlmann
Address: c/o Bayerische Vereinsbank
Kardinal-Faulhaber-Str. 14
80333 Munich, Germany
Occupation/
Employment: Member of the Board of Bayerische Vereinsbank AG (retired)
Citizenship: German
Name: Klaus-Dieter Laessker
Address: Colonia Versicherungs AG
Colonia-Allee 10-20
51067 Cologne, Germany
Occupation/
Employment: Colonia Konzern AG Member of the Supervisory Board
Citizenship: German
Name: Maximilian Ardelt, Vice-Chairman
Address: VIAG AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Deputy Chairman of the Supervisory Board of Computer 2000
AG; Chairman of the Supervisory Board of Kloeckner & Co. AG;
Member of the Management Board of VIAG AG
Citizenship: German
Name: Michael Huetten
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Member of the Board of Kloeckner & Co. AG
Citizenship: German
Name: Susanne Frey, Employees' Representative
Address: Computer 2000 GmbH
Baierbrunner Str. 31
81379 Munich, Germany
Occupation/
Employment: Manager Sales/Marketing Components Department, Computer 2000
AG
Citizenship: German
PAGE
<PAGE>
Name: Paul Holdschik, Employees' Representative
Address: Computer 2000 GmbH
Baierbrunner Str. 31
81379 Munich, Germany
Occupation/
Employment: Manager Tele-Sales Department, Computer 2000 AG
Citizenship: German
Name: Norbert Sourek, Employees' Representative
Address: Computer 2000 GmbH
Baierbrunner Str. 31
81379 Munich, Germany
Occupation/
Employment: Manager Legal Department, Computer 2000 GmbH
Citizenship: German
<PAGE>
<PAGE>
KLOECKNER & CO. AG
KLOECKNER & CO. AG MANAGEMENT BOARD
Name: Dr. Helmut Burmester, Chairman
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Chairman of the Management Board of Kloeckner & Co. AG
Citizenship: German
Name: Raimund Muesers
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Member of the Management Board of Kloeckner & Co. AG
Citizenship: German
Name: Carl H. Graf von Pueckler
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Member of the Management Board of Kloeckner & Co. AG
Citizenship: German
Name: Walter von Szczytnicki
Address: Computer 2000 AG
Walfratshauser Str. 84
81379 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of Computer 2000 AG;
Member of the Management Board of Kloeckner & Co. AG
Citizenship: German
PAGE
<PAGE>
KLOECKNER & CO. AG SUPERVISORY BOARD
Name: Maximilian Ardelt, Chairman
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Deputy Chairman of the Supervisory Board of Computer 2000
AG; Chairman of the Supervisory Board of Kloeckner & Co. AG;
Member of the Management Board of VIAG AG
Citizenship: German
Name: Dr. Kurt Hochheuser
Address: Commerzbank AG
Benrather Str. 19
40213 Duesseldorf, Germany
Occupation/
Employment: Member of the Management Board of Commerzbank AG
Citizenship: German
Name: Dr. Manfred Klis
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerk AG
Citizenship: German
Name: Dr. Otto Majewski
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of Bayernwerk AG
Citizenship: German
Name: Dr. Georg Obermeier
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of VIAG AG
Citizenship: German
Name: Guenter Domke
Address: HBV
Friedrich-Ebert-Str. 59-61
40210 Duesseldorf, Germany
Occupation/
Employment: Union Secretary, HBBV
Citizenship: German
<PAGE>
<PAGE>
Name: Bernhard Doblinger
Address: Kloeckner Stahlhandel GmbH
Auweg 40
93055 Regensburg, Germany
Occupation/
Employment: Chairman of the Staff Council; Vice-Chairman of the Staff-
Council of the Group of Kloeckner & Co. AG
Citizenship: German
Name: Dr. Wolf Roth
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Lawyer, Kloeckner & Co. AG
Citizenship: German
PAGE
<PAGE>
Name: Horst Schmidt, Vice Chairman
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Vice Chairman of the Supervisory Board of Kloeckner & Co.
AG; Representative of the Trade Council
Citizenship: German
Name: Jutta Kuthning
Address: Kloeckner & Co. AG
Kloeckner Haus
Neudorfer Str. 3-5
47057 Duisburg, Germany
Occupation/
Employment: Employee of Kloeckner & Co. AG
Citizenship: German
Name: Peter Berkessel
Address: HBV
Kanzlerstr. 8
40728 Duesseldorf, Germany
Occupation/
Employment: Main Management, Board of Trade Union
Citizenship: German
PAGE
<PAGE>
BAYERNWERK AG
BAYERNWERK AG MANAGEMENT BOARD
Name: Dr. Otto Majewski, Chairman
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of Bayernwerke AG
Citizenship: German
Name: Eberhard Wild
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerk AG
Citizenship: German
Name: Willi Gerner
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerk AG
Citizenship: German
Name: Dr. Manfred Klis
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerke AG
Citizenship: German
Name: Klaus Forster
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerke AG
Citizenship: German
Name: Rainer Frank Elsaesser
Address: Bayernwerk AG
Nymphenburger Str. 39
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayernwerke AG
Citizenship: German
PAGE
<PAGE>
BAYERNWERK AG SUPERVISORY BOARD
Name: Dr. Georg Obermeier, Chairman
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of VIAG AG
Citizenship: German
Name: Edmond Alphandery
Address: 32, rue de Monceau
F-75008 Paris, France
Occupation/
Employment: President du Conseil d'Administration d'EDF, Paris
Citizenship: French
Name: Ministerialdirektor Gerhard Flaig
Address: Bayer. Staatsministerium der Finanzen
Odeonsplatz 4
80333 Munich, Germany
Occupation/
Employment: Head of the government department of the Bavarian Finance
Ministry; government official
Citizenship: German
Name: Prof. Dr. Joachim Milberg
Address: Bayerische Motorenwerke AG
Knorrstr. 147
80937 Munich, Germany
Occupation/
Employment: Member of the Management Board of BMW AG.
Citizenship: German
Name: Dr. Klaus Rauscher
Address: Bayerische Landesbank Girozentrale
Brienner Str. 20
80333 Munich, Germany
Occupation/
Employment: Member of the Management Board of Bayerische Landesbank
Girozentrale
Citizenship: German
Name: Dipl.-Kfm. Jochen Schirner
Address: VAW Aluminium AG
Georg-von-Bogelager-Str. 25
53117 Bonn, Germany
Occupation/
Employment: Chairman of the Management Board of VAW Aluminium AG
Citizenship: German
PAGE
<PAGE>
Name: Dr. Paul Siebertz
Address: Bayerische Vereinsbank AG
Am Tucherpark 16
80538 Munich, Germany
Occupation/
Employment: Member of the Management Board of BV AG
Citizenship: German
Name: Heribert Spaeth
Address: Max-Josef-Str. 4
80333 Munich, Germany
Occupation/
Employment: Honorary president of the German Central
Craftsman Association
Citizenship: German
Name: Prof. Rudolf Streicher
Address: Steyr-Daimler-Puch AG
Liebenauer Hauptstr. 317
A-8041 Graz, Austria
Occupation/
Employment: Chairman of the Management Board
Citizenship: Austrian
Name: Dr. Georg Freiherr von Waldenfels
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of VIAG AG
Citizenship: German
Name: Juergen Feuchtmann
Address: OeTV Bezirksverwaltung Bayern
Schwanthaler Str. 64
80336 Munich, Germany
Occupation/
Employment: District Managing Director, OeTV Trade Union of Bavaria
Citizenship: German
Name: Karl-Heinz Gassner
Address: Betriebsdir. KW Pleinting
Postfach 0229
94474 Vilshofen, Germany
Occupation/
Employment: Factory Director, Pleinting
Citizenship: German
Name: Johann Kaltenhauser
Address: BR-Vorsitzender KK I 2 GmbH
Postfach 1106
84051 Essenbach, Germany
PAGE
<PAGE>
Occupation/
Employment: Chairman of the Staff Council, Driver in a nuclear plant
Citizenship: German
Name: Ernst Lichtenegger
Address: Bayernwerk Wasserkraft AG
84513 Toeging, Germany
Occupation/
Employment: Chairman of the Staff Council; metal worker, WL Inn
Citizenship: German
Name: Branko Rakidzija
Address: Vorstandssekretariat 5
Geschaeftsfuehrer Bereich
Ver- und Entsorgung
Theodor-Heuss-Str. 2
70174 Stuttgart, Germany
Occupation/
Employment: Managing Director, Member of the Management Board of the
Group of the Trade Union OeTV
Citizenship: German
Name: Peter Ringlstetter
Address: KK 1 GmbH
84051 Ohn, Germany
Occupation/
Employment: Chairman of the Staff Council, metal worker
Citizenship: German
Name: Xavier Spangler
Address: Energieversorgung
Ostbayern 16
Prueferingerstr. 20
93049 Regensburg, Germany
Occupation/
Employment: Businessman
Citizenship: German
Name: Michael Wendl
Address: OeTV-Bayern
Schwanthalerstr. 64
80336 Munich, Germany
Occupation/
Employment: District Managing Director, OeTV Trade Union of Bavaria
Citizenship: German
Name: Sabine Wetzel
Address: Thueringer Energie AG
Schwerbornerstr. 30
99087 Erfurt, Germany
Occupation/
Employment: Chairwoman of the Group Staff Council
Citizenship: German
Name: Manfred Wolter
Address: Grosskraftwerk Franken AG
Felsenstr. 14
90449 Germany
Occupation/
Employment: Chairman of the Staff Council, Controller of a Nuclear Block
Citizenship: German
PAGE
<PAGE>
VIAG AG
VIAG AG MANAGEMENT BOARD
Name: Dr. Georg Obermeier, Chairman
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Chairman of the Management Board of VIAG AG
Citizenship: German
Name: Dr. Georg Freiherr von Waldenfels
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Member of the Management Board of VIAG AG
Citizenship: German
Name: Rainer Grohe
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Member of the Managment Board of VIAG AG
Citizenship: German
Name: Maximilian Ardelt
Address: VIAG AG
Nymphenburger Str. 37
80335 Munich, Germany
Occupation/
Employment: Deputy Chairman of the Supervisory Board of Computer 2000
AG; Chairman of the Supervisory Board of Kloeckner & Co. AG;
Member of the Management Board of VIAG AG
Citizenship: German
<PAGE>
<PAGE>
VIAG AG MANAGEMENT BOARD
Name: Dr. Jochen Holzer, Chairman
Address: Brienner Str. 9
80333 Munich, Germany
Occupation/
Employment: Chairman of the Supervisory Boards
of VIAG AG and Bayernwerke AG
Citizenship: German
Name: Guenter Malott, Vice Chairman
Address: IG Chemie-Papier Keramik
Koenigsworther Platz 6
30167 Hannover, Germany
Occupation/
Employment: Vice Chairman of the Supervisory Board of VIAG AG; Secretary
of the Management Board, Member of the Management Board of
IG Chemie-Papier-Keramik
Citizenship: German
Name: Ministerialdirektor Dr. Rudolf Hanisch
Address: Amtschef der Bayerischen Staatskanzlei
Franz-Josef-Strauss-Ring 1
80539 Munich, Germany
Occupation/
Employment: Head of the government department of the Bavarian state
chancellery; government official
Citizenship: German
Name: Hans-Olaf Henkel
Address: Bundesverband der Deutschen Industrie e.V.
Gustav-Heinemann-Ufer 84-88
50968 Cologne, Germany
Occupation/
Employment: President of BDI e.V.
Citizenship: German
Name: Dr. Juergen Krumnow
Address: Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt/Main, Germany
Occupation/
Employment: Member of the Board of Directors
Citizenship: German
Name: Dr. Eberhard Martini
Address: Bayerische Hypotheken- und Wechsel-Bank
Arabellastr. 12
81925 Munich, Germany
Occupation/
Employment: Speaker of the Management Board
Citizenship: German
PAGE
<PAGE>
Name: Friedel Neuber
Address: Westdeutsche Landesbank Girozentrale
Herzogstr. 15
40217 Duesseldorf, Germany
Occupation/
Employment: Chairman of the Management Board
Citizenship: German
Name: Dr. Alfred Pfeiffer
Address: c/o SKW-Trostberg AG
Dr.-Albert-Frank-Str. 32
83308 Trostberg, Germany
Occupation/
Employment: Member of the Supervisory Board of VIAG AG
Citizenship: German
Name: Edward Reuter
Address: Daimler-Benz AG
Epple Str. 225
70567 Stuttgart, Germany
Occupation/
Employment: Member of the Supervisory Board of VIAG AG
Citizenship: German
Name: Dr. Albrecht Schmidt
Address: Bayerische Vereinsbank AG
Kardinal-Faulhaber-Str. 14
80333 Munich, Germany
Occupation/
Employment: Speaker of the Management Board
Citizenship: German
Name: Dr. Wilhelm Winterstein
Address: Bankhaus Merck, Fink & Co.
Pacellistr. 16
80333 Munich, Germany
Occupation/
Employment: Chairman of the Board of Directors
Citizenship: German
Name: Peter Fassbender
Address: VAW Aluminium AG Erftwerk
Aluminium Str. 2
41515 Grevenbroich, Germany
Occupation/
Employment: Chairman of the Staff Council
Citizenship: German
Name: Elisabeth Hehl
Address: ZARGES Leichtbau GmbH
Postfach
82362 Weilheim, Germany
Occupation/
Employment: Chairwoman of the Group Staff Council
Citizenship: German
<PAGE>
<PAGE>
Name: Willi Hemer
Address: IG Metall Vorstand
Abt. Gewerkschaftliche Betriebspolitik
Lyoner Str. 32
60519 Frankfurt/Main, Germany
Occupation/
Employment: Secretary of the Management Board
Citizenship: German
Name: Dr. Peter Kniep
Address: SKW Trostberg AG
Dr.-Albert-Frank-Str. 32
83308 Trostberg, Germany
Occupation/
Employment: Factory Director
Citizenship: German
Name: Horst Kraemer
Address: Schmalbach-Lubeca AG
Im Werk 44
Hauptstr. 170
56575 Weissenthurm, Germany
Occupation/
Employment: Chairman of the Staff Council at Plant 44
Citizenship: German
Name: Armin Schreiber
Address: Bayernwerk AG
WL KKW Grafenrheinfeld
97506 Grafenrheinfeld, Germany
Occupation/
Employment: Chairman of the Staff
Citizenship: German
Name: Horst Seidel
Address: SHS Organisationsberatung
Kirchhof 5
31848 Bad Muender, Germany
Occupation/
Employment: Owner
Citizenship: German
Name: Friedel Unterberg
Address: Gerresheimer Glas AG
Heyestr. 178
40625 Duesseldorf, Germany
Occupation/
Employment: Chairman of the Group Staff Council
Citizenship: German
PAGE
<PAGE>
Name: Josef Wolferstetter
Address: SKW Trostberg AG
Dr.-Albert-Frank-Str. 32
83308 Trostberg, Germany
Occupation/
Employment: Member of the Central Staff Council
Citizenship: German
<PAGE>
<PAGE>
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: April 14, 1997
COMPUTER 2000 AG
By: /s/ Dr. Harry Krischik
_____________________________
Name: Dr. Harry Krischik
Title: Member of Management Board
By: /s/ Manfred Guenzel
_____________________________
Name: Manfred Guenzel
Title: Member of Management Board
COMPUTER 2000, INC.
By: /s/ Martin Loeffler
_____________________________
Name: Martin Loeffler
Title: President
