UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
General Communication, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
369385-10-9
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(CUSIP Number)
William O. Charman
Vice President
BancBoston Capital, Inc.
100 Federal Street
Boston, Massachusetts 021110
(617) 434-3299
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 31, 1996
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(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 (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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<PAGE>
CUSIP No. 369385-10-9 Page 2 of 14 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BancBoston Capital, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
976,017<F1>
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
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.67%<F2>
14. TYPE OF REPORTING PERSON
CO
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[FN]
<F1> These are the shares to which BancBoston Capital Inc. has a pecuniary
interest. BancBoston Capital, Inc. is a party to a voting agreement as
described in Item 5 hereof. In aggregate the parties to such agreement
own directly 38,979,557 shares, 2,400,591 shares of which are available
upon the conversion of Class B stock into Class A shares.
<F2> This percentage reflects BancBoston Capital Inc.'s holdings only.
The aggregate holdings of the parties to the voting agreement
represents 59.06% of the outstanding Class A common stock.
[/FN]
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<PAGE>
CUSIP No. 369385-10-9 Page 3 of 14 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BancBoston Investments, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
17,882<F3>
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%<F4>
14. TYPE OF REPORTING PERSON
CO
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[FN]
<F3> These are the shares to which BancBoston Investments, Inc. has a pecuniary
interest. BancBoston Investments, Inc. is subject to a voting agreement
as described in Item 5 hereof. In aggregate the parties to such agreement
own directly 38,979,557 shares, 2,400,591 shares of which are available
upon the conversion of Class B stock into Class A shares.
<F4> This percentage reflects BancBoston Investments, Inc.'s shares only. The
aggregate holdings of the parties to the voting agreement represents
59.06% of the outstanding Class A common stock.
[/FN]
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
Class A Common Stock (the "Stock")
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of BancBoston Capital, Inc., a
Massachusetts corporation ("BBC") and BancBoston Investments, Inc., a
Massachusetts corporation ("BBI" and together with BBC, the "BancBoston
entities"). The BancBoston entities are wholly owned subsidiaries of The First
National Bank of Boston, a national banking association ("the Bank of Boston").
The names of the executive officers and directors of the BancBoston entities and
the Bank of Boston is set forth in Exhibit B attached hereto, which is
incorporated herein by reference.
The address of the principal place of business and office of the BancBoston
entities and the Bank of Boston, and each of their executive officers and a
principal place of business of their directors is: 100 Federal Street, Boston,
Massachusetts 02110.
The BancBoston entities, which are bank holding company subsidiaries, and their
executive officers and directors are engaged in the principal business of
acquiring and holding securities for investment purposes.
The Bank of Boston is a bank holding company registered under the Bank Holding
Company Act, as amended. Through its banking subsidiaries, the Bank of Boston
provides domestic retail banking, worldwide corporate and institutional banking,
and trust and investment management services. In addition, the Bank of Boston
directly or indirectly owns the stock of various nonbank companies engaged in
business related to banking and finance. The executive officers of the Bank of
Boston are engaged primarily in the business of carrying out the principal
businesses of the Bank of Boston. Please see Exhibit B attached hereto, which is
incorporated herein by reference, for the principal businesses of the directors
of the Bank of Boston.
During the five years prior to the date hereof, the BancBoston entities and the
Bank of Boston, and to the best of their knowledge, their executive officers and
directors, have not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding were or are subject to a judgement, 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.
To the best knowledge of the BancBoston entities and the Bank of Boston, each of
their executive officers and directors are U.S. citizens except as provided in
Exhibit A attached hereto, which is incorporated by reference.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
General Communication, Inc. ("Company"), an Alaska corporation, closed as of
October 31, 1996 ("Event Date") on the following purchase and acquisition
transactions and certain other related agreements ("Transactions"): (1) Prime
Securities Purchase and Sale Agreement, as amended by the parties at closing
("Prime Purchase Agreement"); (2) Alaska Cable Purchase Agreement; (3) Alaska
Cablevision Asset Purchase Agreement; (4) McCaw/Rock Horner Asset Purchase
Agreement; (5) McCaw/Rock Seward Asset Purchase Agreement; and (6) MCI Stock
Purchase Agreement ("MCI Purchase Agreement"). The Transactions include a new
voting agreement entered into between certain holders of Company Stock,
including BBC ("New Voting Agreement"), and a registration rights agreement
("Prime Registration Rights Agreement").
Through the Transactions the Company has acquired, as of the Event Date,
interests in seven cable companies providing services in Alaska as follows
("Cable Companies"): (1) all of the equity securities of, and profit
participation rights in, Prime Cable of Alaska, L.P., a Delaware limited
partnership ("Prime"); (2) substantially all of the assets of the Alaskan Cable
companies comprised of three Alaska corporations as follows (collectively,
"Alaskan Cable"): (a) Alaskan Cable Network/Fairbanks, Inc., (b) Alaskan Cable
Network/Juneau, Inc. and (c) Alaskan Cable Network/Ketchikan-Sitka, Inc.; (3)
substantially all of the assets of Alaska Cablevision, Inc., a Delaware
corporation; (4) substantially all of the assets of McCaw/Rock Horner Cable
Systems, J.V., an Alaska joint venture; and (5) substantially all of the assets
of McCaw/Rock Seward Cable Systems, J.V., an Alaska joint venture.
As part of the consideration for the acquisition of Prime and Alaskan Cable, the
Company, as of the Event Date, issued and sold 14,723,077 shares of the Stock
(the "Cable Stock"), which was divided between those companies for further
distribution to their respective security holders and subject to share holdback:
(1) Prime - 11,800,000 shares of the Stock (the "Prime Shares"); and (2) Alaskan
Cable - 2,923,077 shares of the Stock to be distributed between the sole
shareholder of each of the three corporations comprising Alaskan Cable in
portions acceptable to the Company. Through the MCI Purchase Agreement the
Company issued, as of the Event Date, 2,000,000 shares of the Stock ("MCI
Stock") to MCI Telecommunications Corporation ("MCI").
The closing on the Prime Purchase Agreement and the closing on the MCI Purchase
Agreement were each contingent upon the closing of the other. The Transactions
were approved by the shareholders of the Company at its annual meeting held on
October 17, 1996. The security holders of each Cable Company or otherwise
consented to the Transaction on or prior to October 30, 1996.
With the issuance of the Cable Stock and the MCI Stock under the Transactions,
the Prime Shares were distributed to the following parties (the "Prime
Sellers"): Prime Cable Growth Partners, L.P., a Delaware limited partnership and
limited partner of Prime ("Prime Growth"), Prime Venture I Holdings, L.P., a
Delaware limited partnership and a limited partner of Prime and a general
partner of Prime Growth ("Prime Holdings"), Prime Cable Limited Partnership
("PCLP"), a Delaware limited partnership and sole shareholder of Prime Cable
Fund I, Inc., a
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<PAGE>
Delaware corporation and the sole general partner of Prime ("Prime General
Partner"), the shareholders of Alaska Cable, Inc., a Delaware corporation and
limited partner of Prime ("ACI") and the partners of Prime Venture II L.P. a
Delaware limited partnership ("Prime Venture"). The BancBoston entities are
limited partners of Prime Holdings. BBC is a partner of PCLP and Prime Venture
and a holder of profit participation rights in ACI.
No personal funds were expended by the BancBoston entities on the matters which
have caused the filing of this statement.
ITEM 4. PURPOSE OF TRANSACTION.
The BancBoston entities acquired the Stock of the Company for investment
purposes, and intends to review continuously and monitor its investment in the
Company. The BancBoston entities have the right under the Prime Purchase
Agreement and the Prime Registration Rights Agreement, with certain limitations,
to cause the Company to register the BancBoston entities resale of the stock
pursuant to the Securities Act of 1933, as amended ("Securities Act"). The
BancBoston entities have no current intention to transfer or otherwise dispose
of the stock.
Pursuant to the Prime Purchase Agreement, at closing, certain of the Prime
Sellers, including BBC, entered into the New Voting Agreement, through their
designated agent Prime II Management, L.P. ("PIIM"), with certain other
shareholders of the Company. BBI is subject to the New Voting Agreement. Under
the New Voting Agreement, the parties thereto agree to vote their shares of
Company common stock to cause the board of directors of the Company ("Company
Board") to be maintained at not less than eight members, and the Prime Sellers
who are parties to the agreement (and their distributees who agreed in writing
to be bound thereby) have the right to nominate the individuals to fill two of
such positions going forward. In part, the New Voting Agreement requires the
parties to the agreement to vote for those nominees, and the nominees of the
other parties of the New Voting Agreement, with limiting conditions as described
in Item 6 of this statement.
Except as otherwise set forth above or as set forth in Item 6 in this statement,
the filer of this statement has no present plans or proposals which may relate
to or would result in any of the following:
(a) The acquisition by any person of any 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
any of its subsidiaries;
(d) Any change in the present Company Board 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 Company Board;
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<PAGE>
(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 including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws 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 Act; or
(j) Any action similar to any of those enumerated above.
The BancBoston entities, however, reserve the right to change its plans or
intentions at any time and to take any and all actions that it deems appropriate
to maximize the value of its investment including, among other things, from time
to time increasing or decreasing the number of shares of Class A Common Stock by
acquiring additional shares, or by disposing of all or a portion of the shares
of Class A Common Stock in open market or privately negotiated transactions or
otherwise, depending on existing market conditions and other considerations
discussed below. The BancBoston entities intend to review its investment in the
Company on a continuing basis and, depending upon the price and availability of
Class A Common Stock, subsequent developments affecting the Company, the general
business and future prospects of the Company, other investment and business
opportunities available to the BancBoston entities, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or decrease the size of its investment in the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) BBC owns and has a pecuniary interest in 976,017 shares, or 2.67% of
the outstanding Stock. BBI owns and has a pecuniary interest in 17,882
shares, or .04% of the outstanding Stock. The BancBoston entities do
not have a pecuniary interest in the Class B Common Stock of the
Company.
The parties to the New Voting Agreement are deemed to beneficially own
directly 38,979,557 shares or 59.06% of the outstanding Class A Common
Stock, 2,400,591 shares of which are available upon conversion of the
same number of shares of Class B common stock of the Company held by
parties to the New Voting Agreement.
The BancBoston entities expressly declares that the filing of this
statement shall not be construed as an admission that the BancBoston
entities are for the purposes of Section
-Page 7 of 14 -
<PAGE>
13(d) or 13(g) of the Act, the beneficial owner of any securities
requiring the filing of this statement other than those shares of Class
A Common Stock in which the BancBoston entities have a pecuniary
interest as set forth in this Item 5.
(b) See Items 7-10 on the cover page.
(c) See Item 3 above.
(d) No other person has the right or the power to direct the receipt of
dividends or the proceeds from the sale of the securities reported
herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
BBC and BBI (through Prime Holdings) and certain other Prime Sellers (through
their designated agent PIIM) entered into the New Voting Agreement with Mr.
Duncan, Mr. Walp, MCI and TCI GCI all of whom are shareholders of the Company.
The New Voting Agreement governs the voting of the Class A Common Stock and the
Class B Common Stock, no par value (the "Class B Common Stock") owned by such
parties. The Class B Common Stock owned by certain of the parties is convertible
on a share-per-share basis into Class A Common Stock at any time at the option
of the owner of the Class B Common Stock. As a result of the Class B Common
Stock conversion feature into Class A Common Stock, and as a result of the New
Voting Agreement, the parties to such agreement may be deemed to be the
beneficial owner in the aggregate of more than five percent (5%) of the
outstanding Class A Common Stock. Notwithstanding the foregoing, the BancBoston
entities expressly declare that the filing of this Statement shall not be
construed as an admission that each of the BancBoston entities are, for the
purposes of Section 13(d) and 13(g) of the Act, the beneficial owner of any
securities covered by this Statement other than those shares of Class A Common
Stock in which the BancBoston entities have a pecuniary interest. The BancBoston
entities do not have a pecuniary interest in shares of Class B Common Stock.
(See Item 5 for the discussion of the Class A Common stock owned by the
BancBoston entities.)
The New Voting Agreement provides that the parties thereto will, to the extent
possible, cause the full membership of the Company Board to be maintained at not
less than eight directors and that all shares subject to the agreement will be
voted as one block for the election to the Company Board of individuals
recommended by certain parties to the agreement and are to be voted as one block
on such other matters which the parties to the Agreement have unanimously
agreed. The allocation of recommendations for positions on the Company Board
made by parties to the agreement is as follows: (1) for recommendation from MCI,
two nominees; (2) for recommendations from Messrs. Duncan and Walp, one nominee
each; (3) for recommendations from TCI GCI, two nominees; and (4) for
recommendations from the Prime Sellers who are parties to the New Voting
Agreement, through PIIM, two nominees, for so long as (i) such Prime Sellers
collectively own at least 10% of the then issued and outstanding shares of the
Stock and (ii) a management agreement entered into between PIIM and the Company
("Prime Management Agreement") is in full force and effect. However, if either
of these
-Page 8 of 14 -
<PAGE>
conditions pertaining to such Prime Sellers is not satisfied, then such Prime
Sellers (and their distributees who elect in writing to be bound thereby) are to
be entitled to recommend only one nominee. If neither of the foregoing
conditions pertaining to such Prime Sellers is met, such Prime Sellers are not
to be entitled to recommend any nominee to the Company Board.
The stated term of the New Voting Agreement is through the completion of the
annual shareholder meeting of the Company to take place in June 2001, or until
there remains only one party to the agreement, whichever occurs first. However,
the parties to the agreement may extend its term but only upon unanimous vote
and written amendment to the agreement. A party to the agreement (other than the
Prime Sellers and their distributees who elect in writing to be bound thereby)
will be subject to the agreement until that party disposes of more than 25% of
the votes represented by that party's holdings of Company common stock subject
to the agreement. Notwithstanding the foregoing, each party to the New Voting
Agreement must remain a party as to voting for nominees to the Company Board
recommended by the Prime Sellers who are parties to the agreement and to
maintain at least eight members on that board only for so long as either such
Prime Sellers (and their distributees who agree in writing to be bound by the
terms of the agreement) collectively own at least 10% of the then issued and
outstanding shares of the Stock or the Prime Management Agreement is in effect.
The New Voting Agreement commenced effective as of the Event Date. The New
Voting Agreement replaces the previous voting agreement between the following
parties: (1) MCI; (2)TCI GCI; (3) Mr. Duncan; and (4) Mr. Walp.
Under the Prime Registration Rights Agreement, the initial distribution to and,
to the extent required, subsequent resales or distributions by the Prime Sellers
(and their distributees) of their portion of the Prime Shares will be registered
under the Securities Act. To the extent subsequent resale or distributions by
the Prime Sellers (and their distributees) are required to be registered, the
Company will keep the prospectus through which such offers would be made current
for a period of two years from the Event Date or otherwise satisfy its
responsibilities for registration through other registration formats.
Under the Prime Management Agreement, PIIM will manage cable television systems
(the "Company Cable Systems"). PIIM had, previous to the Event Date, managed the
cable television systems owned by Prime and acquired by the Company on the Event
Date. The Prime Management Agreement is to continue for a term of nine years
unless earlier terminated under a number of circumstances including the
following: (1) with respect to any of the Company Cable Systems, upon the
termination or revocation of the Company's cable television certificate of
public convenience and necessity or franchise for that systems; (2) upon the
sale of all or substantially all of the Company Cable Systems; (3) upon PIIM's
material breach of the agreement and failure to cure within 30 days; (4) upon
the Company's material breach of the agreement and failure to cure within 30
days; or (5) after the second anniversary of the date of the agreement, at the
option of either PIIM or the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Prime Purchase Agreement is incorporated herein by reference from the
Registration Statement on Form S-4 (Registration No. 333-13473) filed by the
Company with the Securities and Exchange Commission on October 4, 1996
(the "Registration Statement"). Drafts of the New Voting Agreement, the Prime
Registration Rights Agreement, and the Prime Management
-Page 9 of 14 -
<PAGE>
Agreement which were each exhibits to the Prime Purchase Agreement, are
incorporated herein by reference from the Registration Statement.
The following documents are filed as Exhibits to this Statement and hereby are
incorporated by reference.
(i) Exhibit A - Joint Filing Agreement
(ii) Exhibit B - Officers and Directors
-Page 10 of 14 -
<PAGE>
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.
BancBoston Capital, Inc.
By: /s/William O. Charman
Name: William O. Charman
Title: Vice President
BancBoston Investments, Inc.
By: /s/William O. Charman
Name: William O. Charman
Title: Vice President
Dated: November 12, 1996
<PAGE>
-Page 11 of 14 -
EXHIBIT A
Pursuant to Rule 13d-1(f)(1) of Regulation 13D of the Securities and
Exchange Commission, the undersigned agree that the statement on Schedule 13D
(including all amendments thereto) with respect to the Class A Common Stock of
General Communication, Inc. to which this Agreement is attached as an Exhibit is
filed on behalf of each of the undersigned.
BancBoston Capital, Inc.
By: /s/William O. Charman
Name: William O. Charman
Title: Vice President
BancBoston Investments, Inc.
By: /s/William O. Charman
Name: William O. Charman
Title: Vice President
Dated: November 12, 1996
-Page 12 of 14 -
<PAGE>
EXHIBIT B
ITEM 2(A)
OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC.
Frederick M. Fritz - President and Director
Zackery T. Edmonds - Treasurer
Timothy A. G. Gerhold - Clerk and Counsel
R. Nelson Griebel - Director
Paul F. Hogan - Director
David K. McKown - Director
OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC.
Frederick M. Fritz - President and Director
Zackery T. Edmonds - Treasurer
Timothy A. G. Gerhold - Clerk and Counsel
Paul F. Hogan - Director
David K. McKown - Director
DIRECTORS OF THE BANK OF BOSTON
Wayne A. Budd - Senior Vice President of NYNEX
William F. Connell - Chairman and Chief Executive Officer of Connell L.P.
Gary L. Countryman - President and Chief Executive Officer of Liberty Mutual
Insurance Company
Alice F. Emerson - Senior Fellow of the Andrew W. Mellon Foundation
Charles K. Gifford - Chief Executive Officer of the Bank of Boston
Thomas J. May - Chairman and Chief Executive Officer of Boston Edison Company
Donald F. McHenry - University Research Professor of Diplomacy and International
Relations, George Washington University
J. Donald Monan - President of Boston College
-Page 13 of 14 -
<PAGE>
Paul C. O'Brien - President of the O'Brien Group
John W. Rowe - President and Chief Executive Officer of New England Electric
System
Richard A. Smith - Chairman of Harcourt General, Inc.
William C. Van Faasen - President and Chief Executive
Officer of Blue Cross and Blue Shield of
Massachusetts, Inc.
Thomas B. Wheeler - President and Chief Executive Officer of Massachusetts
Mutual Life Insurance Company
Alfred M. Zeien - Chairman and Chief Executive Officer of The Gillette Company
EXECUTIVE OFFICERS OF THE BANK OF BOSTON
Charles K. Gifford - Chief Executive Officer
William J. Shea - Vice Chair and Chief Financial Officer and Treasurer
Henri Que de Compos Mierelles - President and Chief Operating Officer; Citizen
of Brazil
William M. Crozer, 3d. - Chairman of the Board
-Page 14 of 14 -
<PAGE>
