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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Polaroid Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
731095 105
(CUSIP Number)
Stewart M. Robertson, Esq.
Sullivan & Cromwell
250 Park Avenue, New York, N.Y. 10177
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 20, 1995
(Date of Event which Requires Filing of this Statement)
If a 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 paid with this 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).
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- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Partners, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,635,354 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P. has the right
to acquire upon exercise of all of its CRs)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The securities
beneficially owned represent approximately 7.31% of the Company's
Common Stock (assuming conversion of all Subordinated Debentures
which Corporate Partners, L.P. has the right to acquire upon exercise
of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Offshore Partners, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Bermuda
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,184 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Offshore Partners, L.P. has
the right to acquire upon exercise of all of its CRs)
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- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The securities
beneficially owned represent approximately 0.50% of the Company's
Common Stock (assuming conversion of all Subordinated Debentures
which Corporate Offshore Partners, L.P. has the right to acquire upon
exercise of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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<PAGE> 6
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Board of Administration of Florida
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Florida
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 127,852
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
550,006 shares of Common Stock (assuming conversion of all
Subordinated Debentures which the State Board of Administration of
Florida has the right to acquire upon exercise of all of its CRs)
- ------------------------------------------------------------
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The securities beneficially owned represent approximately 1.11% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which the State Board of Administration of Florida has the
right to acquire upon exercise of all of its CRs).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------
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- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Advisors, L.P.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X]
(b) [ ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,307,692 (assuming conversion of all
EACH Subordinated Debentures which Corporate
REPORTING Partners, L.P., Corporate Offshore
PERSON Partners, L.P. and the State Board of
WITH Administration of Florida have the right to acquire
upon exercise of all of their CRs)
----------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
----------------------------------------
10. SHARED DISPOSITIVE POWER
4,307,692 (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P.,
Corporate Offshore Partners, L.P. and the State
Board of
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Administration of Florida have the right to acquire
upon exercise of all of their CRs)
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,307,692 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P., Corporate
Offshore Partners, L.P. and the State Board of Administration of
Florida have the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The securities beneficially owned represent approximately 8.66% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Corporate Offshore
Partners, L.P. and the State Board of Administration of Florida have
the right to acquire upon exercise of all of their Conversion
Receipts).
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFCP Corp.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X ]
(b) [ ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,307,692 (assuming conversion of all
EACH Subordinated Debentures which Corporate
REPORTING Partners, L.P., Corporate Offshore
PERSON WITH Partners, L.P. and the State Board of
Administration of Florida have the right to acquire
upon exercise of all of their CRs)
----------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
----------------------------------------
10. SHARED DISPOSITIVE POWER
4,307,692 (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Offshore
Partners, L.P. and the State Board of
Administration of
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Florida have the right to acquire upon exercise of
all of their CRs)
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,307,692 shares of Common Stock (assuming conversion of all
Subordinated Debentures which Corporate Partners, L.P., Corporate
Offshore Partners, L.P. and the State Board of Administration of
Florida have the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The securities beneficially owned represent approximately 8.66% of
the Company's Common Stock (assuming conversion of all Subordinated
Debentures which Corporate Partners, L.P., Corporate Offshore
Partners, L.P. and the State Board of Administration of Florida have
the right to acquire upon exercise of all of their CRs)
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
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This Amendment No. 16 amends and restates the Schedule 13D
dated February 7, 1989, as heretofore amended (the "Schedule 13D"), filed
on behalf of Corporate Partners, L.P., a Delaware limited partnership
("Corporate Partners"), Corporate Offshore Partners, L.P., a Bermuda
limited partnership ("Corporate Offshore Partners"; Corporate Partners and
Corporate Offshore Partners being referred to collectively as the
"Partnerships"), State Board of Administration of Florida, a body corporate
organized under the constitution of the State of Florida ("Florida"; the
Partnerships and Florida being referred to collectively as the
"Purchasers"), Corporate Advisors, L.P., a Delaware limited partnership and
general partner of the Partnerships which also serves as investment manager
for account assets held in a certain custody account for Florida; and LFCP
Corp., a Delaware corporation and general partner of Corporate Advisors,
L.P., all the shares of capital stock of which are owned by Lazard Freres &
Co., a New York limited partnership ("Lazard") (collectively, the
"Reporting Persons").
Item 1. Security and Issuer.
The security to which this Statement relates is the common
stock, par value $1.00 per share (the "Common Stock"), of Polaroid
Corporation, a Delaware corporation (the "Company"), whose principal
executive offices are located at 549 Technology Square, Cambridge,
Massachusetts 02139. Although no person identified in Item 2 (except as
otherwise indicated in this Statement) has acquired any shares of Common
Stock, such persons are deemed to be the beneficial owners of the shares of
Common Stock reported in Item 5 by virtue of their ownership of CRs (as
hereinafter defined) which entitle them to acquire Subordinated Debentures
(as hereinafter defined) which are convertible at the option of the holders
thereof into shares of Common Stock on the terms described in this
Statement.
Item 2. Identity and Background.
The Partnerships were formed for the purpose of providing a
vehicle for institutional and other sophisticated investors to acquire
significant equity interests in important publicly-held companies with
significant potential for long-term growth in value. LFCP Corp. was formed
for the purpose of serving as the general partner of Corporate
Advisors, L.P., which in turn was formed for the purpose of serving as the
general partner of the Partnerships and investment manager over account
assets held in a certain custody account for Florida.
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Lazard is a private investment banking partnership of
international stature, with extensive experience in principal investments,
money management, mergers and acquisitions and corporate finance.
Florida is an agency of the State of Florida created pursuant
to a provision of the Constitution of the State of Florida to perform
certain duties specified in the Constitution of the State and by statute,
including providing the employees of the State government with retirement
benefits.
The address of the principal offices of the Partnerships, LFCP
Corp., Corporate Advisors, L.P. and Lazard is 30 Rockefeller Plaza,
New York, N.Y. 10020. The address of the principal offices of Florida is
1801 Heritage Boulevard, Tallahassee, Florida 32308.
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
(i) each of the executive officers and directors of LFCP Corp. and the Tax
Partner, (ii) each person ultimately in control of LFCP Corp. and
(iii) each person controlling Florida are set forth in Appendix A attached
hereto and incorporated herein by reference.
During the last five years, neither any Reporting Person nor,
to the best knowledge of each Reporting Person, any person identified in
Appendix A has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or 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, federal or state securities laws or finding any
violation with respect to such laws.
Accordingly, the Reporting Persons may be deemed to be the
beneficial owners of the Company's Common Stock by virtue of their
beneficial ownership of CRs which entitle them to acquire Subordinated
Debentures.
Item 3. Source and Amount of Funds or Other Consideration.
On October 7, 1991, the Purchasers and Polaroid Corporation, a
Delaware corporation (the "Company") entered into the Exchange Agreement
(the "Exchange Agreement") pursuant to which: (i) Corporate Partners
surrendered to
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the Company for cancellation 843.919970 shares of Series B Cumulative
Convertible Preferred Stock, par value $1.00 per share (the "Series B
Stock"), 2,283.888790 shares of Series C Cumulative Convertible Pay-in-Kind
Preferred Stock, par value $1.00 per share (the "Series C Stock" and,
together with the Series B Stock, the "Series Stock"), the Preferred Share
Purchase Rights (the "Rights") issued in respect of such shares of Series
Stock pursuant to the Rights Agreement dated as of September 9, 1986,
between the Company and Morgan Shareholder Services Trust Company, as
Rights Agent (the "Rights Agent"), as amended and supplemented (the "Rights
Agreement"), and 535,889 warrants to purchase shares of common stock (the
"Warrants") in exchange for $118,149,000 principal amount of 8%
Subordinated Convertible Debentures Due 2001 (the "Subordinated
Debentures") and $236,988,550.60 (including dividends accrued on the Series
Stock from September 30, 1991 through but excluding the date of the
Exchange (as defined below)); (ii) Corporate Offshore Partners surrendered
to the Company for cancellation 58.077040 shares of Series B Stock,
157.173079 shares of Series C Stock, the Rights issued in respect of such
shares of Series Stock pursuant to the Rights Agreement and 36,879 Warrants
in exchange for $8,131,000 principal amount of Subordinated Debentures and
$16,301,786.71 (including dividends accrued on the Series Stock from
September 30, 1991 through but excluding the date of the Exchange); and
(iii) Florida surrendered to the Company for cancellation 98.002990 shares
of Series B Stock, 265.224117 shares of Series C Stock, the Rights issued
in respect of such shares of Series Stock pursuant to the Rights Agreement
and 62,232 Warrants in exchange for $13,720,000 principal amount of
Subordinated Debentures and $27,521,489.41 (including dividends accrued on
the Series Stock from September 30, 1991 through but excluding such date
(such transactions herein referred to as the "Exchange").
On November 25, 1992, the Purchasers transferred an aggregate
of $140,000,000 aggregate principal amount of the Subordinated Debentures
to Chemical Bank, a New York banking corporation, as Trustee (the
"Trustee"), pursuant to a Trust Agreement, dated as of November 20, 1992
(the "Trust Agreement"), among each of the Purchasers, as Grantors, Sub
Debt Partners Corp., as the tax partner under the Trust (the "Tax
Partner"), and the Trustee, in exchange for an aggregate of $140,000,000
aggregate face amount of Stripped Debt Receipts ("SDRs") and 140,000,000
Conversion Receipts ("CRs") issued pursuant to the Trust Agreement.
Pursuant to a Subscription Agreement, dated November 24, 1992, among the
Purchasers, as Sellers, the Tax Partner, as Tax Partner under the Trust
Agreement, and the Subscribers named therein (the "Subscribers"),
$139,500,000 aggregate face amount of
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<PAGE> 15
the SDRs were sold to the Subscribers. Pursuant to a Contribution
Agreement, dated as of November 24, 1992 (the "Contribution Agreement"),
among each of the Purchasers and the Tax Partner, the Purchasers
contributed an aggregate of $500,000 aggregate face amount of SDRs and
500,000 CRs to the Tax Partner in exchange for shares of capital stock of
the Tax Partner. The shares of capital stock of the Tax Partner are owned
84.4% by Corporate Partners, 5.8% by Corporate Offshore Partners and 9.8%
by Florida.
Item 4. Purpose of Transaction.
Acquisition of Subordinated Debentures
On October 7, 1991, the Purchasers and Polaroid Corporation, a
Delaware corporation (the "Company"), entered into an Exchange Agreement
pursuant to which, among other things, on such date the Company issued to
the Purchasers an aggregate of $140 million principal amount of the
Company's Subordinated Debentures and an aggregate of approximately $280.8
million in cash in exchange for all shares of Series B Stock and Series C
Stock and the Warrants. The Subordinated Debentures are convertible into
shares of Common Stock, par value $1.00 per share, of the Company (the
"Common Stock"), and under certain circumstances will be exchanged for
shares of the Company's Series D Cumulative Convertible Preferred Stock,
par value $1 per share (the "Series D Preferred Stock"), which Series D
Preferred Stock is also convertible into Common Stock.
The Purchasers originally acquired the Subordinated Debentures
for investment purposes. As described below, the Exchange Agreement
contains certain restrictions on the Purchasers' ability to dispose of the
Subordinated Debentures and imposes other restrictions on the Purchasers'
ability to acquire additional securities of the Company and to engage in
certain conduct in respect of the Company. Notwithstanding the foregoing,
in respect of Florida, all such restrictions relate only to the securities
of the Company acquired or held by Florida to the extent the Partnerships
or any of their affiliates have sole or shared voting or dispositive power.
In this regard, in the Exchange Agreement Florida has agreed to grant to
Corporate Advisors, L.P. an irrevocable proxy with respect to the
Subordinated Debentures acquired by Florida under the Exchange Agreement
and all other securities issued to Florida in connection therewith or the
Exchange Agreement, including shares of Common Stock issued upon conversion
of Subordinated Debentures ("Debenture Conversion Shares"), shares of
Common Stock issued upon conversion of Series D Preferred Stock ("Preferred
Conversion Shares") and shares
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of Series D Preferred Stock issued upon exchange of Subordinated
Debentures. None of the Reporting Persons has any intention to acquire
control over the Company; however, if any of the Reporting Persons believe
that further investment in the Company is attractive, whether because of
the market price of the Company's securities or otherwise, they may acquire
additional shares of Common Stock or other securities of the Company to the
extent and in a manner consistent with the Exchange Agreement.
Under the terms of the Exchange Agreement, until the earliest
of (i) January 30, 1999, (ii) such date as the Purchasers, individually and
collectively, cease to beneficially own Voting Securities (as such term is
defined therein) representing at least 5 percent of the Total Voting Power
(as such term is defined therein) and (iii) the occurrence of a Change in
Control (as defined in the Subordinated Debentures; the earliest of such
dates being referred to as the "Standstill Termination Date"), the
Purchasers have agreed that no Purchaser or affiliate (subject to certain
exceptions set forth in the Exchange Agreement) will beneficially own any
Voting Securities, other than (a) shares of Series D Preferred Stock,
(b) Debenture Conversion Shares, (c) Preferred Conversion Shares and
(d) additional Voting Securities if the voting power in the general
election of directors of all such additional Voting Securities beneficially
owned by the Purchasers, together with the voting power in the general
election of directors of the shares referred to in clauses (a) through (c)
above beneficially owned by the Purchasers, does not equal or exceed
20 percent of the Total Voting Power. Notwithstanding the foregoing, the
Purchasers may beneficially own additional Voting Securities in the event
of an acquisition by a third party (other than any subsidiary of the
Company, employee benefit plan of the Company or any of its subsidiaries,
any person holding voting securities of the Company for or pursuant to the
terms of any such employee benefit plan or any Purchaser, or affiliate of,
or any other person acting in concert with, any Purchaser) such that the
Voting Securities beneficially owned by the Purchasers represent not more
than 110 percent of the Total Voting Power then held by such third party.
The Purchasers may also beneficially own any or all of the Voting
Securities in the event the Board of Directors of the Company determines
that all or substantially all the stock or assets of the Company should be
sold or a bona fide offer is made by any person (other than any Purchaser)
to purchase Voting Securities representing more than 50 percent of the
Total Voting Power and such offer is approved by the Board of Directors of
the Company, provided that such additional Voting Securities are not used
to oppose such offer. With
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<PAGE> 17
certain limited exceptions and except as otherwise permitted by the
Exchange Agreement, no Purchaser may permit any affiliate of such Purchaser
to acquire, directly or indirectly (other than indirectly through any
Purchaser), any Voting Securities of the Company.
If at any time Voting Securities beneficially owned by the
Purchasers shall be increased such that they represent 20 percent or more
of the Total Voting Power, otherwise than as a result of an event described
in the second or third sentence of the immediately preceding paragraph or a
repurchase of Voting Securities by the Company or any other change in the
Company's capitalization (other than as an immediate result of the
Company's repurchase program described in the Exchange Agreement), then the
Purchasers shall only vote Voting Securities beneficially owned by them
(other than such Voting Securities representing 19.9 percent of the Total
Voting Power, which the Purchasers may vote as they please), at their
option, as directed by the Board of Directors of the Company or in
proportion to the votes cast in respect of other securities (with certain
exceptions).
In the Exchange Agreement, the Purchasers have represented that
they acquired the Subordinated Debentures for investment purposes and not
with a view to or for sale in connection with any distribution thereof, and
that they have no present intention or plan to effect any distribution of
Subordinated Debentures, Series D Preferred Stock, Debenture Conversion
Shares or Preferred Conversion Shares. The Purchasers have agreed in the
Exchange Agreement that they will not sell, transfer, pledge, encumber or
otherwise dispose of (collectively, "Transfer") any Subordinated Debentures
or Voting Securities except for: (i) Transfers of Subordinated Debentures,
Series D Preferred Stock, Debenture Conversion Shares or Preferred
Conversion Shares after January 30, 1993, and Transfers at any time of
Debenture Conversion Shares or Series D Preferred Stock called for
redemption by the Company, pursuant to the exercise of registration rights
set forth in the Registration Rights Agreement, dated as of October 7,
1991, between the Company and the Purchasers (the "Registration Rights
Agreement"), or pursuant to Rule 144 under the Securities Act of 1933, as
amended, provided, that no such Transfers under this clause (i) are made
knowingly to any person or group that, after giving effect to such
Transfer, would beneficially own Voting Securities representing more than
5 percent of the Total Voting Power; (ii) subject to the right of first
refusal of the Company (or its designee), Transfers of Subordinated
Debentures, Series D Preferred Stock, Debenture Conversion Shares or
Preferred Conversion
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<PAGE> 18
Shares after January 30, 1993 and Transfers at any time of Debenture
Conversion Shares, Preferred Conversion Shares or Series D Preferred Stock
called for redemption by the Company, in each case to Approved Transferees
(as defined in the Exchange Agreement) or other transferees approved in
advance in writing by the Company, such approval not to be unreasonably
withheld, in block sale transactions, provided that no such Transfers under
this clause (ii) are made knowingly to any person or group that, after
giving effect to such Transfer, would beneficially own Voting Securities
representing more than 5 percent of the Total Voting Power unless such
transferee agrees in writing to be bound by the standstill provisions of
the Exchange Agreement and to enter into voting arrangements reasonably
satisfactory to the Company; (iii) Transfers of Subordinated Debentures or
Voting Securities pursuant to any bona fide tender offer to acquire
Subordinated Debentures or Voting Securities, provided that such offer is
an all-cash offer made for all outstanding shares of Common Stock;
(iv) Transfers of Subordinated Debentures or Voting Securities between the
Purchasers; (v) Transfers of Subordinated Debentures or Voting Securities
by either Partnership to partners of such Partnership, provided that prior
to January 30, 1993, neither Partnership may transfer Subordinated
Debentures or Voting Securities to any partner of such Partnership unless
such partner agrees not to transfer such Subordinated Debentures or Voting
Securities prior to such date, except to the extent such Partnership would
be permitted to do so pursuant to clause (i), (ii) or (iii) above, and
provided further that neither Partnership may transfer Subordinated
Debentures and/or Voting Securities representing (assuming conversion of
all such Subordinated Debentures) more than 5 percent of the Total Voting
Power to any partner of such Partnership unless such partner agrees in
writing to be bound by the standstill provisions of the Exchange Agreement
and to enter into voting arrangements reasonably satisfactory to the
Company; and (vi) Transfers of Subordinated Debentures or Voting Securities
by any Purchaser to any affiliate of either Partnership or any affiliate of
any general partner or other controlling person of either Partnership,
provided that such affiliate becomes a signatory to the Exchange Agreement
and continues to be an affiliate of such Partnership, general partner or
other controlling person for so long as such affiliate has any rights or
obligations under the Exchange Agreement.
Under the terms of the Exchange Agreement, until the Standstill
Termination Date, except solely by virtue of the Purchasers' representation
on the Board of Directors of the Company: (a) the Purchasers will not
deposit any Voting Securities in a voting trust or subject any Voting
<PAGE>
<PAGE> 19
Securities to any voting arrangement (other than the appointment by Florida
of Corporate Advisors, L.P. as its proxyholder); (b) neither the Purchasers
nor their affiliates will solicit proxies or become a participant in a
solicitation of proxies in opposition to the recommendation of the majority
of the directors of the Company with respect to any matter other than in
opposition to a proposal that would adversely affect the rights of such
Purchaser under the Exchange Agreement or adversely affect the rights of
such Purchaser as a holder of Voting Securities in a discriminatory manner;
(c) neither the Purchasers nor their affiliates will join a group, or
otherwise act in concert with any person, for the purpose of acquiring,
holding, voting or disposing of Voting Securities (other than solely with
the other Purchasers); and (d) subject to contractual management rights
granted to the Partnerships, neither the Purchasers nor their affiliates
will act, alone or in concert with others, to seek to affect or to
influence the control of the management or Board of Directors of the
Company or the business, operations or affairs of the Company, other than
actions taken by representatives of any such Purchaser exercising such
Purchaser's right to vote Voting Securities in accordance with the
provisions of the Exchange Agreement.
The Exchange Agreement also provides that, commencing with the
annual meeting of stockholders of the Company to be held in 1992 and at
each annual meeting of stockholders of the Company thereafter until the
Standstill Termination Date, Corporate Advisors, acting on behalf of the
Purchasers and after consultation with the Company, is entitled to propose
to the Board of Directors of the Company or the Nominating Committee
thereof one person, who shall not be unsatisfactory to the Company's Board
of Directors in the exercise of its fiduciary obligations (each such
person, a "Satisfactory Nominee"), for election to such Board of Directors.
The Company has agreed to cause each Satisfactory Nominee to be included in
the slate of nominees recommended by such Board to the Company's
stockholders for election as directors at each annual meeting of the
stockholders of the Company and to use its best efforts to cause the
election of such Satisfactory Nominee, including soliciting proxies in
favor of the election of such person. In the event that any Satisfactory
Nominee elected to the Company's Board of Directors ceases to serve as a
director for any reason, the Company has agreed that the vacancy resulting
therefrom shall be filled by such Board with a substitute Satisfactory
Nominee. According to the terms of the Exchange Agreement, the right of
Corporate Advisors to designate persons for election to the Company's Board
of Directors shall terminate when (i) the Purchasers' voting
<PAGE>
<PAGE> 20
power is less than 3 percent of the Total Voting Power and (ii) the
Purchasers beneficially own less than 1,500,000 shares of Common Stock
(with appropriate antidilution adjustments).
The Subordinated Debentures are redeemable at the option of the
Company, in whole or in part, at any time and from time to time on or after
September 30, 1998, at a price equal to the principal amount of the
Subordinated Debentures to be redeemed, together with accrued and unpaid
interest thereon to the date of redemption (the "Redemption Price");
provided, however, that if the Subordinated Debentures are owned by 50 or
fewer holders the Company may redeem the Subordinated Debentures in part
only if at least $50 million aggregate principal amount of Subordinated
Debentures would remain outstanding after giving effect to such redemption.
Prior to September 30, 1998, the Subordinated Debentures are
redeemable at the option of the Company, in whole or in part, at any time
and from time to time, at the Redemption Price, if, for at least 20 of 30
consecutive trading days, the Current Market Price (as defined in the
Subordinated Debentures) per share of Common Stock is greater than or equal
to $48.75; provided that if the Subordinated Debentures are owned by 50 or
fewer holders the Company may redeem the Subordinated Debentures in part
only if at least $50 million aggregate principal amount of Subordinated
Debentures would remain outstanding after giving effect to such redemption.
In the event there occurs a Change in Control (as such term is
defined in the Subordinated Debentures), any holder of the Subordinated
Debentures may require the Company to redeem all or any portion (in amounts
of $1,000 or integral multiples of $1,000) of the Subordinated Debentures
held by such holder at a price per $1,000 principal amount of Subordinated
Debentures (the "Change in Control Price") equal to the greater of (i) the
Redemption Price and (ii) an amount equal to the product of the number of
shares of Common Stock into which $1,000 principal amount of Subordinated
Debentures is then convertible (or, if the Subordinated Debentures are no
longer convertible into Common Stock as a result of the Change in Control,
the number of shares of Common Stock into which $1,000 principal amount of
Subordinated Debentures would have been convertible, subject to customary
antidilution provisions, immediately prior to the consummation of such
Change in Control) and the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid or agreed to be paid by the person that acquired
control of the Company within the two-
<PAGE>
<PAGE> 21
year period immediately preceding the date of such Change in Control or at
any time thereafter, together with accrued and unpaid interest on such
principal amount of Subordinated Debentures to the date of redemption.
Under the terms of the Subordinated Debentures, upon the
occurrence of a Triggering Event (as such term is defined in the
Subordinated Debentures), all Subordinated Debentures acquired by the
Purchasers pursuant to the Exchange Agreement that are then held by such
Purchasers will automatically be exchanged for shares of Series D Preferred
Stock. The Series D Preferred Stock contains terms similar to those
contained in the Series B Stock exchanged by the Purchasers on October 7,
1991.
The Subordinated Debentures contain other terms customary to
instruments of this type, including customary events of default and
subordination provisions.
The summary of certain provisions of the Exchange Agreement,
the Subordinated Debentures, the Registration Rights Agreement and the
Series D Preferred Stock contained herein is not intended to be complete
and is qualified in its entirety by reference to the detailed provisions of
the Exchange Agreement, form of Subordinated Debenture, form of Certificate
of Designation for the Series D Preferred Stock and Registration Rights
Agreement, copies of which have previously been filed as exhibits to this
Statement and are incorporated herein by this reference.
Acquisition of CRs
On November 25, 1992, the Purchasers transferred an aggregate
of $140,000,000 aggregate principal amount of the Subordinated Debentures
to Chemical Bank, a New York banking corporation, as Trustee (the
"Trustee"), pursuant to a Trust Agreement, dated as of November 20, 1992
(the "Trust Agreement"), among each of the Purchasers, as Grantors, Sub
Debt Partners Corp., as the tax partner under the Trust (the "Tax
Partner"), and the Trustee, in exchange for an aggregate of $140,000,000
aggregate face amount of Stripped Debt Receipts ("SDRs") and 140,000,000
Conversion Receipts ("CRs") issued pursuant to the Trust Agreement.
Pursuant to a Subscription Agreement, dated November 24, 1992, among the
Purchasers, as Sellers, the Tax Partner, as Tax Partner under the Trust
Agreement, and the Subscribers named therein (the "Subscribers"),
$139,500,000 aggregate face amount of the SDRs were sold to the
Subscribers. Pursuant to a Contribution Agreement, dated as of November
24, 1992 (the "Contribution Agreement"), among each of the Purchasers and
the Tax Partner, the Purchasers contributed an aggregate of
<PAGE>
<PAGE> 22
$500,000 aggregate face amount of SDRs and 500,000 CRs to the Tax Partner
in exchange for shares of capital stock of the Tax Partner.
Pursuant to the Trust Agreement, the Trustee will hold all of
the Subordinated Debentures in trust only, will not take or consent to any
action which would result in the placement of any lien on any Subordinated
Debenture, and will not assign, transfer, convert, pledge, exchange, set-
off, or make any election with respect to, any of the Subordinated
Debentures or interests therein except as expressly provided in the Trust
Agreement or except as required by law.
Transfers of the Subordinated Debentures and the CRs are
subject to the transfer restrictions set forth in a Letter Agreement, dated
November 25, 1992 (the "Letter Agreement"), between the Purchasers and the
Company. Pursuant to the Letter Agreement, Corporate Advisors shall retain
its rights under Section 2C of the Exchange Agreement, dated as of October
7, 1991, between the Purchasers and the Company (a copy of which was
previously filed as an Exhibit to this Statement) to designate persons for
election to the Company's Board of Directors until the occurrence of
certain events specified in the Letter Agreement. Transfers of SDRs and
CRs are subject to certain restrictions set forth in the Trust Agreement
and the Letter Agreement.
Holders of SDRs are entitled to their pro rata share of each
interest payment in respect of the Subordinated Debentures received by the
Trustee. Subject to compliance with certain restrictions set forth in the
Trust Agreement and in accordance with the Letter Agreement, at any time
prior to receipt of a Notice of Special Termination Event (as defined in
the Trust Agreement) a Holder of CRs is entitled to surrender all or any
portion of its CRs to the Trustee and purchase the aggregate principal
amount of Subordinated Debentures equivalent to the number of CRs held by
such holder, calculated at the Exchange Rate (as defined in the Trust
Agreement), at the prices and in the manner specified in the Trust
Agreement. Subject to the right of Holders of CRs to purchase Subordinated
Debentures, following certain Changes in Control of the Company, a Holder
of SDRs may require the Trustee to require the Company to redeem the
aggregate principal amount of Subordinated Debentures corresponding to the
aggregate face amount of SDRs held by such Holder.
Following the occurrence of a Termination Event (as defined in
the Trust Agreement), the Subordinated
<PAGE>
<PAGE> 23
Debentures will be sold pursuant to the terms of the Trust Agreement.
Following the occurrence of a Special Termination Event (as defined in the
Trust Agreement), the Trustee will distribute to each Holder of SDRs the
aggregate principal amount of Subordinated Debentures equal to such
Holder's aggregate unpaid face amount of SDRs.
Copies of portions of the Trust Agreement and Contribution
Agreement and the Subscription Agreement and Letter Agreement have
previously been filed as Exhibits and are incorporated herein by reference.
EXERCISE OF REGISTRATION RIGHTS
On December 20, 1995, the Tax Partner, on behalf of the
Purchasers, delivered a notice to the Trustee under Section 8.10 of the
Trust Agreement instructing the Trustee to deliver to the Company a request
under Section 2.1(a) of the Registration Rights Agreement that the Company
effect the shelf registration of the Subordinated Debentures and shares of
Common Stock issuable upon conversion thereof for offer and sale from time
to time by the holders thereof. Such notice is filed as an exhibit to this
Statement and incorporated by reference herein.
The Reporting Persons are currently evaluating whether or not
to exercise their rights as holders of CRs to purchase the aggregate
principal amount of Subordinated Debentures equivalent to the number of CRs
held by them, calculated at the Exchange Rate (as defined in the Trust
Agreement), at the prices and in the manner specified in the Trust
Agreement, and then to resell such Subordinated Debentures or convert such
Subordinated Debentures and resell the shares of Common Stock issuable upon
conversion thereof by public sale through one or more underwriters or
directly to investors, all in accordance with the terms of the Exchange
Agreement and Registration Rights Agreement. Although the Reporting
Persons currently have no specific plan or proposal relating to the
exercise of the CRs and/or subsequent disposition or conversion of the
Subordinated Debentures and/or shares of Common Stock issuable upon
conversion thereof, representatives of the Purchasers may have discussions
with potential purchasers and/or underwriters of Subordinated Debentures
and/or shares of Common Stock issuable upon conversion thereof. Any
decision by the Reporting Persons to exercise all or any of the CRs and
then to sell or convert all or any of the Subordinated Debentures and/or
shares of Common Stock issuable upon conversion thereof will be subject to
the terms offered for any such sale, general market conditions and other
factors, including the redemption rights of the Company, and the
<PAGE>
<PAGE> 24
Reporting Persons reserve the right not to exercise the CRs, or to exercise
the CRs and acquire all but resell only a portion of the Subordinated
Debentures, or to convert any Subordinated Debentures acquired by them upon
exercise of CRs and to sell only a portion of the shares of Common Stock
acquired upon conversion thereof. There can be no assurance that any
specific proposal will be developed regarding the exercise of the CRs and
any subsequent disposition or conversion of the Subordinated Debentures or,
if converted, the sale of shares of Common Stock issued thereupon or, if
developed, that a transaction will occur.
Other than as described above, neither any Reporting Person
nor, to the best knowledge of each Reporting Person, any person identified
in Appendix A, has any present plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Company or of any of its
subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a
class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) through (c). On October 7, 1991, pursuant to the terms of
the Exchange Agreement (i) Corporate Partners received $118,149,000
principal amount of Subordinated Debentures, (ii) Corporate Offshore
Partners received $8,131,000 principal amount of Subordinated Debentures
and (iii) Florida received $13,720,000 principal amount of Subordinated
Debentures. Under the terms of the Subordinated Debentures, each
Subordinated Debenture is
<PAGE>
<PAGE> 25
convertible at the option of the holder thereof into shares of Common
Stock, at a conversion ratio of 30.7692 shares of Common Stock deliverable
upon conversion of each $1,000 principal amount of Subordinated Debentures,
subject to certain antidilution adjustments. Additionally, if a Triggering
Event occurs, all Subordinated Debentures acquired by the Purchasers
pursuant to the Exchange Agreement that are then held by such Purchasers
will be exchanged for shares of Series D Preferred Stock. The principal
amount of Subordinated Debentures to be exchanged for each share of
Series D Preferred Stock would be equal to the lowest liquidation
preference for one share of Series D Preferred Stock. Each share of
Series D Preferred Stock, if issued, would entitle the holder thereof
(i) to vote on all matters voted on by the holders of Common Stock voting
together as a single class at all meetings of the stockholders of the
Company, and (ii) to cast the number of votes equal to the number of votes
which could be cast in such vote by a holder of the shares of capital stock
of the Company into which such share of Series D Preferred Stock is
convertible on the record date for such vote. Each share of Series D
Preferred Stock, if issued, would be convertible into the number of shares
of Common Stock equal to the product of the conversion ratio in effect with
respect to the Subordinated Debentures outstanding on the date of issue of
the Series D Preferred Stock multiplied by 100, subject to certain
antidilution adjustments.
Thus, as to each Purchaser, giving effect to the conversion of
its CRs and its conversion of all Subordinated Debentures beneficially
owned by it (but not to the conversion of Subordinated Debentures
beneficially owned by any other Purchaser), and attributing the ownership
of $500,000 principal amount of Subordinated Debentures owned by the Tax
Partner to the Purchasers in accordance with their percentage ownership of
the capital stock of the Tax Partner as of the date hereof, (i) Corporate
Partners beneficially owns 3,635,354 shares of Common Stock, representing
approximately 7.31% of the outstanding shares of Common Stock,
(ii) Corporate Offshore Partners beneficially owns 250,184 shares of Common
Stock, representing approximately 0.50% of the outstanding shares of Common
Stock and (iii) Florida beneficially owns 550,006 shares of Common Stock,
of which 422,154 shares of Common Stock were acquired pursuant to the
Exchange Agreement and 127,852 shares of Common Stock were acquired in the
ordinary course of Florida's investment activities, together representing
approximately 1.11% of the outstanding shares of Common Stock. By virtue
of Corporate Advisors, L.P.'s relationship with the Partnerships and
Florida, and LFCP Corp.'s relationship with Corporate Advisors, L.P.,
<PAGE>
<PAGE> 26
Corporate Advisors, L.P. and LFCP Corp., each may be deemed to beneficially
own 4,307,692 shares of Common Stock, representing approximately 8.66% of
the outstanding shares of Common Stock (assuming conversion of all
Subordinated Debentures beneficially owned by the Purchasers).
The Subordinated Debentures are not voting securities. Neither
the Partnerships nor Florida would have any power to vote or to direct the
vote of the voting securities indicated above as beneficially owned by it
(if such securities were issued), and neither the Partnerships nor Florida
has the power to dispose or to direct the disposition of any securities
indicated above as beneficially owned by it. However, as to the 127,852
shares of Common Stock purchased by Florida in the ordinary course of its
investment activities, Florida has the sole power to vote or to direct the
vote of such shares of Common Stock. Corporate Advisors, L.P., as general
partner of the Partnerships and investment manager over the securities
owned by Florida which are held in a certain custody account, and LFCP
Corp., as general partner of Corporate Advisors, L.P., might be deemed to
have shared power to vote or to direct the vote of the voting securities
indicated above as beneficially owned by the Partnerships and Florida (with
the exception of the 127,852 shares of Common Stock purchased by Florida in
the ordinary course of its investment activities), if such securities were
issued. Corporate Advisors, L.P. and LFCP Corp. may be deemed to have
shared power to dispose or to direct the disposition of all securities
indicated above as beneficially owned by the Partnerships and Florida (with
the exception of the Common Stock purchased by Florida in the ordinary
course of its investment activities) to the extent described above.
The percentages calculated in this Item 5 are based upon
45,440,481 shares of Common Stock indicated as outstanding as of
November 3, 1995 in the Company's Form 10-Q for the quarter ended
September 30, 1995 plus 4,307,692 shares issuable upon conversion of the
Subordinated Debentures.
Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Appendix A,
beneficially owns any shares of Common Stock or has effected any
transaction in shares of Common Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of
<PAGE>
<PAGE> 27
dividends from, or the proceeds from the sale of, the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In addition to entering into the Exchange Agreement, the
Company has entered into the Registration Rights Agreement, giving the
Purchasers the right to require the Company to register for sale to the
public the Subordinated Debentures, the Series D Preferred Stock, Debenture
Conversion Shares and Preferred Conversion Shares. A copy of the
Registration Rights Agreement has previously been filed as an Exhibit to
this Statement and incorporated by reference herein.
Except as described elsewhere in this Statement and as set
forth in the Exchange Agreement, the form of Subordinated Debentures, the
form of Certificate of Designation for the Series D Preferred Stock, the
Registration Rights Agreement, the Letter Agreement and the Trust
Agreement, copies of which have previously been filed as Exhibits to this
Statement and are incorporated herein by reference, to the best knowledge
of the Reporting Persons, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Notice dated December 20, 1995, from the Tax
Partner to the Trustee.
<PAGE>
<PAGE> 28
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
Date: December 27, 1995
CORPORATE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
CORPORATE OFFSHORE PARTNERS, L.P.
By Corporate Advisors, L.P.
General Partner
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
<PAGE>
<PAGE> 29
STATE BOARD OF ADMINISTRATION
OF FLORIDA
By Corporate Advisors, L.P.
Attorney-in-Fact
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
CORPORATE ADVISORS, L.P.
By LFCP Corp.
General Partner
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
LFCP CORP.
By /s/ Lester Pollack
Name: Lester Pollack
Title: Treasurer
<PAGE>
<PAGE> 30
Appendix A
1. Set forth below are the names and positions of each of
the directors and executive officers of LFCP Corp. and each person
controlling Lazard Freres & Co. LLC. The principal occupations of Messrs.
Pollack and Kagan are Senior Managing Director and Managing Director,
respectively, of Corporate Advisors, L.P., as well as, in both cases,
Managing Directors of Center Partners II LLC and general members of Lazard
Freres & Co. LLC. Except as otherwise indicated, the principal occupation
of each person controlling Lazard Freres & Co. LLC is general member of
Lazard Freres & Co. LLC, the business address of each such person is
30 Rockefeller Plaza, New York, New York 10020 and each person is a citizen
of the United States. Lazard Groupement d'Interet Economique, a
partnership organized under French law whose principal business is
investments (including its investment in Lazard Freres & Co. LLC), and
Lazard Partners Limited Partnership, a Delaware limited partnership whose
principal business is serving as a holding company, also serve as general
members of Lazard Freres & Co. LLC.
Directors and Executive Officers of LFCP Corp.
Name Position
Lester Pollack Director, Chairman of the Board
Treasurer
Jonathan H. Kagan Director, President, Secretary
Persons Controlling Lazard Freres & Co. LLC
Business Address and
Principal Occupation
(if other than as
Name indicated above) Citizenship
Michel A. David-Weill France
Robert F. Agostinelli
William R. Araskog
F. Harlan Batrus
Patrick J. Callahan Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
<PAGE>
<PAGE> 31
Business Address and
Principal Occupation
(if other than as
Name indicated above) Citizenship
Michael J. Del Giudice
John V. Doyle
Charles R. Dreifus
Thomas F. Dunn
Norman Eig
Peter R. Ezersky
Albert H. Garner
James S. Gold
Jeffrey A. Golman Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
Steven J. Golub
Herbert W. Gullquist
Thomas R. Haack
J. Ira Harris Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
Melvin L. Heineman
Kenneth M. Jacobs
Jonathan H. Kagan
James L. Kempner
Sandra A. Lamb
M. Steven Langman
Edgar Legaspi
Michael S. Liss
William R. Loomis, Jr.
J. Robert Lovejoy
Matthew J. Lustig
Philippe L. Magistretti 135 Fleet Street, Switzerland
6th Floor
London EC4A 2ED
England
<PAGE>
<PAGE> 32
Business Address and
Principal Occupation
(if other than as
Name indicated above) Citizenship
Damon Mezzacappa
Christina A. Mohr
Robert P. Morgenthau
Steven J. Niemczyk
Hamish W.M. Norton
Jonathan O'Herron
James A. Paduano
Louis Perlmutter
Robert E. Poll, Jr.
Lester Pollack
Michael J. Price
Steven L. Rattner
John R. Reese
John R. Reinsberg
Luis E. Rinaldini United Kingdom
Bruno Roger Lazard Freres et Cie France
121, Boulevard Haussmann
75382 Paris
Felix G. Rohatyn
Michael Rome
Gerald Rosenfeld
Peter L. Smith
Arthur P. Solomon
Michael B. Solomon
Edouard Stern France
Paul A. Street
John S. Tamagni
David L. Tashjian
J. Mikesell Thomas Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
Ali E. Wambold
Kendrick R. Wilson, III
Philip P. Young
Alexander E. Zagoreos
<PAGE>
<PAGE> 33
2. Set forth below is the name, position and principal
occupation of each person controlling the State Board of Administration of
Florida. The business address of such person is 1801 Heritage Boulevard,
Tallahassee, Florida 32308, and such person is a citizen of the United
States.
Name Position
Ashbel C. Williams, Jr. Executive Director
<PAGE>
<PAGE> 34
Exhibit Index
1. Notice, dated December 20, 1995, from the Tax Partner to the Trustee
<PAGE> 1
SUB DEBT PARTNERS CORP.
30 ROCKEFELLER PLAZA
NEW YORK, NY 10020
TELEPHONE (212) 332-5880
December 20, 1995
REGISTERED MAIL -
RETURN RECEIPT REQUESTED
Chemical Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Daniel Brown - Vice President
Corporate Trust Administration
RE: PRD Stripped Convertible Trust 1992-I -- Exercise of
Registration Rights with Respect to the Debentures and
underlying Common Stock
Dear Sir:
Pursuant to Section 8.10 of the Trust Agreement dated as of November
20, 1992 and relating to the captioned Trust (the "Agreement"), the
undersigned, the Tax Partner referred to in the Agreement, hereby instructs
you as Trustee under the Trust to execute and deliver promptly to the
Issuer (both by registered mail and facsimile at 617-386-2800) the attached
instructions with respect to the registration of the offer and sale of the
Debentures and the Common Stock issuable upon conversion of the Debentures.
Capitalized terms used and not otherwise defined herein have the meanings
assigned to them in the Agreement.
Please contact either Alan Colner at 332-5818 or Stewart M. Robertson
of Sullivan & Cromwell at 558-4964 with any questions.
Very truly yours,
SUB DEBT PARTNERS CORP.
By: /s/ Lester Pollack
President
(Enclosure)
