CUSIP No.00753U102 Page 1 of 19 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ADVANCED MATERIALS GROUP. INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00753U102
- --------------------------------------------------------------------------------
(CUSIP Number)
VC HOLDINGS, INC.
245 Park Avenue
New York, New York 10167
(212) 867-3800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
July 23, 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 [_]
Check the following box if a fee is being paid with the statement.[_]
<PAGE>
CUSIP No.00753U102 Page 2 of 19 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
TRILON DOMINION PARTNERS, L.L.C.
13-838873
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
---------------------------------------------------------------------------
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
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,565,807
OWNED BY ------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING ------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 2,565,807
------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,807
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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)
20.8%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.00753U102 Page 3 of 19 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
VC HOLDINGS, INC.
13-3838864
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,565,807
OWNED BY ------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING ------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 2,565,807
------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,807
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.00753U102 Page 4 of 19 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
RONALD W. CANTWELL
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,565,807
OWNED BY ------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING ------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 2,565,807
------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,807
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.00753U102 Page 5 of 19 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION CAPITAL, INC. 54-1348068
54-480682
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY ------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING ------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.00753U102 Page 6 of 19 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION RESOURCES, INC.
54-1229715
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES ------------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY ------------------
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING ------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.00753U102 Page 7 of 19 Pages
Amendment No. 4 to Schedule 13D
-------------------------------
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this is the first electronic amendment to a paper format
Schedule 13D originally filed by Dominion Resources, Inc., a Virginia
corporation ("Resources"), and Dominion Capital, Inc., a Virginia corporation
("Capital"), dated April 6, 1994 (the "Original Statement"), as amended and
supplemented by as amended and supplemented by (i) Amendment No. 1 dated April
11, 1994 ("Amendment No. 1"), (ii) Amendment No. 2 dated July 31, 1995
("Amendment No. 2"), and (iii) Amendment No. 3 dated February 12, 1996
("Amendment No. 3") and accordingly amends and restates the text of the Original
Statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3. However,
pursuant to Rule 13d-2(c) this amended and restated Schedule 13D does not set
forth the previously filed paper exhibits. This statement (the "Statement") is
being filed by Trilon Dominion Partners, L.L.C., a Delaware limited liability
company, formerly known as Venture Capital Equities, L.L.C. (the "LLC") pursuant
to Rule 13d-2(a) under the Act as a result of the sale by the LLC of part of its
position in the Common Stock (as defined below) of the Issuer (as defined below)
as more fully described below.
Item 1. Security and Issuer
The LLC hereby amends, supplements and restates the statement on
Schedule 13D relating to the common stock (the "Common Stock") of Advanced
Materials Group, Inc., a Nevada corporation (the "Issuer"), as originally filed
by Resources and Capital.
Item 2. Identity and Background
This Statement is being filed by the LLC, VC Holdings, Inc., a Delaware
corporation ("VC Holdings"), Ronald W. Cantwell ("Mr. Cantwell"), Capital and
Resources.
The LLC is a Delaware limited liability company. Its principal business
address and the address of its principal office is 245 Park Avenue, New York New
York 10167. The LLC was formed for the purpose of acquiring a diversified
portfolio of venture capital investments. The sole Manager of the LLC is VC
Holdings, which wholly owns 100% of the voting Class A membership in the LLC.
The only other member of the LLC is Capital, which holds a non-voting Class B
membership interest in the LLC.
VC Holdings is a Delaware corporation, its principal business address
and the address of its principal office is 245 Park Avenue, New York, New York
10167. VC Holdings is the sole Manager and the holder of 100% of the voting
interests of the LLC and was formed for the purpose of acting in such capacity.
Mr. Cantwell is the sole shareholder of VC Holdings.
<PAGE>
CUSIP No.00753U102 Page 8 of 19 Pages
Mr. Cantwell is a citizen of the United States. His principal business
address and the address of his principal office is 245 Park Avenue, New York,
New York 10167. Mr. Cantwell is the President of VC Holdings.
Capital is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Capital was established in 1985 as a subsidiary of Resources to provide
investment management services and specialized finance advice to Resources and
its other non-regulated subsidiaries. Capital owns a non-voting Class B
membership interest in the LLC. Capital is a wholly-owned subsidiary of
Resources.
Resources is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Resources is a holding company. Its subsidiaries are principally involved
in the electric power business and are also active in the real estate and
investment management businesses.
The directors and executive officers of VC Holdings, Capital and
Resources are set forth on Schedules I, II, and III, respectively attached
hereto. Schedules I, II and III set forth the following, information with
respect to each such person.
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted; and
(iv) citizenship.
During the last five years, none of the LLC, VC Holdings, Mr. Cantwell,
Capital, Resources or any person named in Schedules I, II or III attached hereto
has been (a) convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) or (b) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The 4,565,807 shares of Common Stock accumulated by the LLC were
acquired as follows:
(i) 2,340,000 shares of Common Stock were originally purchased by Capital
for an aggregate cash consideration of $1,965,000. The source of such funds was
the working
<PAGE>
CUSIP No.00753U102 Page 9 of 19 Pages
capital of Capital. On June 30, 1995. Capital contributed to the LLC (as part of
a specified investment portfolio) the 2,340,000 shares of Common Stock in
exchange for a non-voting Class B membership interest in the LLC; and
(ii) 1,260,807 shares of Common Stock were purchased by the LLC at a
purchase price of $.5552 per share, for an aggregate purchase price of $700,000,
pursuant to a certain Subscription and Investment Representation Agreement,
dated December 22, 1995, between the Issuer and the LLC (the "Subscription and
Investment Representation Agreement")
Also referred to in Item 5 below is a warrant to acquire 840,000 shares
of Common Stock of the Issuer exercisable until March 24, 1999 at an exercise
price of $2.98 per share, a warrant to purchase 35,000 shares of Common Stock of
the Issuer exercisable until September 30, 1999 at an exercise price of $0.90
per share, a warrant to purchase 30,000 shares of Common Stock of the Issuer
exercisable until December 22, 2000 at an exercise price of $.75 per share and a
warrant to purchase 60,000 shares of Common Stock of the Issuer exercisable
until December 22, 2000 at an exercise price of $.75 per share. The warrant
purchase 840,000 shares and the warrant to purchase 35,000 shares were
contributed to the LLC by Capital (as part of a specified investment portfolio)
on June 30, 1995. The warrant to purchase 30,000 shares was issued pursuant to a
private placement offering on December 22, 1995. The warrant to purchase 60,000
shares was issued pursuant to a certain Amendment No. 2 to Credit Agreement,
dated as of December 22, 1995, between the Issuer and the LLC.
Item 4. Purpose of Transaction.
The shares referred to in Item 5 below were acquired by the LLC for
investment purposes. At any time the LLC may determine to dispose of some or all
of its holdings of Common Stock of the Issuer. Any decision by the LLC to
dispose of some or all of its holdings of Common Stock of the Issuer will
depend, however, on numerous factors, including, without limitation, the price
of shares of Common Stock of the Issuer, the terms and conditions relating to
their sale, the prospects and profitability of the Issuer, other business and
investment alternatives of the LLC and general economic and market conditions.
The LLC has no present intention to influence or direct the Issuer's affairs,
modify its corporate structure or interfere with the business decisions of its
management. The LLC may, however, determine to seek representation on the
Issuer's Board of Directors. In addition, the LLC anticipates discussing with
management of the issuer ways to enhance shareholder value. At present, the LLC
does not know how such discussions will affect the Issuer's course of conduct
with respect to its investment in the Issuer.
Except as set forth above, none of the Reporting Persons nor, to the
best knowledge of such persons, any executive officer or director or any of the
Reporting Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate
<PAGE>
CUSIP No.00753U102 Page 10 of 19 Pages
transaction, such as a merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, 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
in dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) a class of securities of
the Issuer 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 Issuer
to become 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. The Reporting Persons may formulate plans or proposals
with respect to one or more of the foregoing in the future.
Item 5. Interest in Securities of the Issuer.
(a) Currently, the LLC is the registered and direct beneficial owner of
2,565,807 shares of Common Stock of the Issuer, consisting of (i) 1,600,807
shares owned of record and (ii) Warrants to acquire 840,000, 35,000, 30,000 and
60,000 shares of Common Stock, respectively, which collectively represent, as of
July 23, 1997, representing approximately 20.8% of the outstanding shares of
Common Stock of the Issuer.
At the time of the Original Statement, Capital directly owned 3,180,00
shares of Common Stock, consisting of (i) 2,340,000 shares owned of record by
Capital and (ii) Warrants to acquire 840,000 shares, constituting approximately
32.04% of the outstanding shares of Common Stock of the Issuer. At the time of
Amendment No. 1, Capital directly owned 3,180,00 shares of Common Stock,
consisting of (i) 2,340,000 shares owned of record by Capital and (ii) Warrants
to acquire 840,000 shares, constituting approximately 32.04% of the outstanding
shares of Common Stock of the Issuer. At the time of Amendment No. 2, the LLC
directly owned 3,215,000 shares of Common Stock, consisting of (i) 2,340,000
shares owned of record by the LLC and (ii) Warrants to acquire 840,000 and
35,000 shares of Common Stock, respectively, constituting approximately 32.0% of
the outstanding shares of Common Stock of the Issuer. At the time of Amendment
No. 3, the LLC directly owned 4,565,807 shares of Common Stock, consisting of
(i) 3,600,807 shares owned of record (ii) Warrants to acquire 840,000, 35,000,
30,000 and 60,000 shares of Common Stock, respectively, which collectively
represent, as of December 22, 1995 approximately 43.4% of the outstanding shares
of Common Stock of the Issuer.
(b) The LLC has voting and dispositive power with respect to the
2,565,807 shares of Common Stock by virtue of its direct ownership of such
shares.
<PAGE>
CUSIP No.00753U102 Page 11 of 19 Pages
VC Holdings may be considered to be an indirect beneficial owner of
such shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of 100% of the voting interest
of the LLC and its status as sole Manager of the LLC.
Mr. Cantwell may be considered to be an indirect beneficial owner of
such shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of his ownership of all of the voting stock of
VC Holdings.
Capital may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership interest in the LLC, which
ownership interest entitles Capital to veto (except in certain limited
circumstances) any sale of such shares of Common Stock by the LLC for a purchase
price below the agreed fair market value of such shares at the time of their
contribution to the LLC. Capital disclaims, however, any indirect beneficial
ownership interest in the shares of Common Stock owned directly by the LLC.
Resources may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of all of the voting stock of
Capital. Resources disclaims, however, any indirect beneficial ownership
interest in the shares of Common Stock owned directly by the LLC.
Except as described herein, none of VC Holdinqs, Mr. Cantwell, Capital,
Resources or any other person referred to in Schedules I, II or III attached
hereto may be considered direct beneficial owners of shares of Common Stock.
None of VC Holdings, Mr. Cantwell, Capital, Resources or any other person
referred to in Schedu1es I, II or III has acquired or disposed of any shares of
Common Stock during the past sixty days.
(c) Since filing Amendment No. 3, the LLC sold to the Issuer 2,000,000
shares of Common Stock for an aggregate purchase price of $3,500,000.00.
(d) Not applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
VC Holdings is the owner of a voting Class A membership interest in the
LLC, representing 100% of the voting interests of the LLC. VC Holdings is also
the sole Manager of the LLC. Capital is the only other member of the LLC and is
the owner of a non-voting Class B membership interest. Pursuant to the Operating
Agreement for the
<PAGE>
CUSIP No.00753U102 Page 12 of 19 Pages
LLC, formerly known as Venture Capital Equities, L.L.C., dated as of June 30,
1995, between VC Holdings and Capital (the "Operating Agreement"), a copy of
which was filed as Exhibit A to Amendment No. 2, VC Holdings has the full,
exclusive and complete power and authority to make all decisions regarding the
management and sale of the LLC's investment portfolio (including the shares of
Common Stock of the Issuer), except that the consent of Capital is required
(except in certain limited circumstances) for the sale of any investment
(including the shares of Common Stock) by the LLC for a purchase price below the
agreed fair market value of such investment at the time of its contribution to
the LLC.
The foregoing summary of certain provisions of the Operating Agreement
is not intended to be complete and is qualified in its entirety by the complete
text of such document which is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons and (to the
best of the Reporting Persons' knowledge) none of the persons named in
Schedules I, II or III hereto has any contracts, arrangements, understandings
or relationships (lega1 or otherwise) with any person with respect to, any
securities of the Issuer, including but not limited to, any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such 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.
"The Subscription and Investment Representation Agreement was entered
into between the Issuer and the Mac, pursuant to which, among other things the
UC subscribed for and agreed to purchase 1,260,807 shares of Common Stock. A
copy of the Subscription and investment Representation Agreement is attached
hereto as Exhibit B and is incorporated herein by reference."
Item 7. Material to be filed as Exhibits.
Exhibit A - Operating Agreement for the LLC, formerly known as Venture Capital
Equities, L.L.C., dated as of June 30, 1995 filed as an Exhibit to
Amendment No. 2.
Exhibit B - Subscription and Investment Representation Agreement dated December
22, 1995 between Advanced Materials Group, Inc. and Trilon Dominion
Partners, L.L.C."
<PAGE>
CUSIP No.00753U102 Page 13 of 19 Pages
SIGNATURES
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.
August 15, 1997 TRILON DOMINION PARTNERS, L.L.C.
By: VC HOLDINGS, Inc., its Manager
By: /s/ Ronald W. Cantwell
--------------------------------
Name: Ronald W. Cantwell
Title: President
VC HOLDINGS, INC.
By: /s/ Ronald W. Cantwell
--------------------------------
Name: Ronald W. Cantwell
Title: President
/s/ Ronald W. Cantwell
--------------------------------
Ronald W. Cantwell
DOMINION CAPITAL, INC.
By: /s/ Daniel A. Hillsman, Jr.
--------------------------------
Name: Daniel A. Hillsman, Jr.
Title: Vice President
DOMINION RESOURCES, INC.
By: /s/ James L. Trueheart
--------------------------------
Name: James L. Trueheart
Title: Vice President and Controller
<PAGE>
CUSIP No.00753U102 Page 14 of 19 Pages
Schedule I
----------
The name and present principal occupation of each of the executive
officers and directors of VC Holdings are set forth below. Unless otherwise
noted, each of these persons are United States citizens and have as their
business address at 245 Park Avenue, New York, New York 10017.
<TABLE>
<CAPTION>
Principal
Position with Occupation
Name VC Holdings and Address
---- ------------- -----------
<S> <C> <C>
Ronald W. Cantwell President and Same
Director
Jack R. Sauer Vice President, Same
Chief Financial
Officer, Assistant
Secretary, Director
Scott H. Flamm Senior Managing Same
Director
William P. Gendron Secretary and Same
Treasurer
</TABLE>
<PAGE>
CUSIP No.00753U102 Page 15 of 19 Pages
Schedule II
Executive Officers and Directors of
Dominion Capital, Inc.
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- ---------------------
<S> <C> <C>
Thos. E. Capps Director See Schedule III
David L. Heavenridge President, Chief See Schedule III
Executive Officer
and Director
Henry C. Riely Corporate Secretary Corporate Secretary
of Capital; an
Assistant Corporate
Secretary of
Resources and other
direct and indirect
subsidiaries of
Resources
John W. Harris Director President and
Managing Partner
The Harris Group,
Rotunda Suite 175
4201 Congress Street
Charlotte, NC 28209
David A. Wollard Director Retired
2019 East 3rd Avenue
Denver, CO 80206
John B. Bernhardt Director See Schedule III
Thomas N. Chewning Director See Schedule III
Frank S. Royal Director See Schedule III
William T. Roos Director See Schedule III
Daniel A Vice President Vice President of
Hillsman, Jr. Capital
Charles E. Coudriet Senior Vice Senior Vice President
President of Capital
<PAGE>
CUSIP No.00753U102 Page 16 of 19 Pages
Donald T. Herrick Vice President Vice President of
Capital
Dennis W. Hedgepeth Vice President Vice President and
and Treasurer Treasurer of Capital
Hayden D. McMillian Senior Vice Senior VP and CFO
President and CFO of Capital
Mark P. Mikuta Vice President Vice President and
and Controller Controller
S. Dallas Simmons Director See Schedule III
Randolph W. Wyckoff Senior Vice Senior Vice President
President of Capital
</TABLE>
The business address of each of the foregoing individuals except
Messrs. Harris, Wollard, Bernhardt, Royal, Roos and Simmons is 901 East Byrd
Street, Richmond, Virginia 23219. The respective business addresses of Messrs.
Bernhardt, Royal, Roos and Simmons are set forth under "Principal Occupation or
Employment" on Schedule III.
<PAGE>
CUSIP No.00753U102 Page 17 of 19 Pages
SCHEDULE III
Executive Officers and Directors of
Dominion Resources, Inc.
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- ---------------------
<S> <C> <C>
John B. Adams, Jr. Director President and CEO,
The Bowman Companies
One Bowman Drive
Fredricksburg, VA 22408-7318
Norman B. M. Askew Executive Vice Chief Executive
President East Midlands Electricity, plc
P.O. Box 444
Woodyard Lane
Wallaton, Nottingham, NG8 1EZ
John B. Bernhardt Director Managing Director,
Bernhardt/Gibson Financial
Opportunities,
11817 Canon Boulevard,
Suite 502, Newport News,
Virginia 23606, a
financial services firm
Thos. E. Capps Chairman, Chairman,
President and President and
CEO of CEO of Resources
Resources
Thos. N. Chewning Executive President and CEO of Energy
Vice President
Thos. F. Farrell, II Senior Vice Senior Vice
President of President of
Corporate Corporate Affairs
Affairs and General Counsel of
General Counsel Resources
William C. Hall, Jr. Assistant Vice Assistant Vice
President President of
Corporate Corporate Communications
Communications of Resources
</TABLE>
<PAGE>
CUSIP No.00753U102 Page 18 of 19 Pages
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- ---------------------
<S> <C> <C>
David L. Heavenridge Executive President and CEO
Vice President of Capital
Donald T. Herrick Vice President Vice President of Resources
Karen E. Hunter Assistant Vice Assistant Vice President -
President - Financial Planning
Financial of Resources
Planning
Benjamin J. Lambert, Director Optometrist
III 904 North First Street
Richmond, VA 23219
Richard L. Director Former President and
Leatherwood Chief Executive Officer
CSX Equipment
3805 Greenway
Baltimore, MD 21218
Harvey L. Lindsay, Director Chairman and Chief
Jr. Executive Officer
Harvey Lindsay Commercial
Real Estate
Dominiom Tower, Suite 1400
999 Waterside Drive
Norfolk, VA 23510
Kenneth A. Randall Director Corporate Director of
various public companies
6 Whittaker's Mill
Williamsburg, VA 23185
Linwood R. Robertson Executive Executive Vice President,
Vice President, CFO and Treasurer of
CFO and Resources
Treasurer
William T. Roos Director Retired
President
Penn Luggage, Inc.
2820 Build America Drive
Hampton, VA 23666
</TABLE>
<PAGE>
CUSIP No.00753U102 Page 19 of 19 Pages
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- ---------------------
<S> <C> <C>
Frank S. Royal Director Physician
East End Medical Building
1122 North 25th Street,
Suite A
Richmond, VA 23223
Judith B. Sack Director Senior Advisor
Morgan Stanley & Co., Inc.
1585 Broadway
14th Floor
New York, New York 10036
S. Dallas Simmons Director President
Virginia Union University
1500 North Lombardy Street
Richmond, VA 23220
Robert H. Spilman Director Chief Executive Officer
Chairman of the Board
Bassett Furniture
Industries, Inc.
245 Main Street
P.O. Box 626
Bassett, VA 24055
James L. Trueheart VP and Vice President and
Controller Controller of Resources
Patricia A. Wilkerson Corporate Corporate Secretary of
Secretary of Resources
Fred G. Wood, III Assistant VP - Assistant Vice President -
Investor Investor Relations of
Relations Resources
</TABLE>
The business address of Messrs. Capps, Robertson, Heavenridge, Herrick,
Chewning, Trueheart, Hall, Wilkerson, Wood, Robertson and Farrell is 901 East
Byrd Street, Richmond, Virginia 23219. The respective business addresses of the
remaining executive officers and directors of Resources are set forth under
"Principal Occupation or Employment" above.
