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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Newberry Bancorp, Inc.
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(NAME OF ISSUER)
Common Stock, par value $.01 per share
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(TITLE OF CLASS OF SECURITIES)
650 667 207
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(CUSIP NUMBER)
Stephen Lange Ranzini, Federal Heritage Bldg., 209 East
Portage Street, Sault Ste. Marie, MI 49783, (906) 635-0228
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
December 8, 1995
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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 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).
Page 1 of 15 pages
Exhibit Index on page 15
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CUSIP NO. 650 667 207
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1) Name of Reporting Person Joseph L. Ranzini
S.S. or I.R.S. Identification
No. of Above Person ###-##-####
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2) Check the Appropriate Box (a) _____
if a Member of a Group (b) _____
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
00
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5) Check Box if Disclosure of Legal / /
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of
Organization United States
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Number of 7) Sole Voting Power 368,251
Shares ----------------------------------------------------
Beneficially 8) Shared Voting Power 343,000
Owned by ----------------------------------------------------
Each Report- 9) Sole Dispositive Power 368,251
ing Person ----------------------------------------------------
With 10) Shared Dispositive Power 343,000
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 711,251
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain /X/
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 57.7%
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14) Type of Reporting Person
(See Instructions) 00, IN
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2
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CUSIP NO. 650 667 207
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1) Name of Reporting Person Stephen Lange Ranzini
S.S. or I.R.S. Identification
No. of Above Person ###-##-####
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2) Check the Appropriate Box (a) _____
if a Member of a Group (b) _____
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
00, PF
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5) Check Box if Disclosure of Legal / /
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of
Organization United States
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Number of 7) Sole Voting Power 25,350
Shares ------------------------------------------------------
Beneficially 8) Shared Voting Power 166,754
Owned by ------------------------------------------------------
Each Report- 9) Sole Dispositive Power 25,350
ing Person ------------------------------------------------------
With 10) Shared Dispositive Power 166,754
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 192,104
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain /X/
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 15.6%
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14) Type of Reporting Person
(See Instructions) 00, IN
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3
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CUSIP NO. 650 667 207
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1) Name of Reporting Person Mildred Lange Ranzini
S.S. or I.R.S. Identification
No. of Above Person ###-##-####
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2) Check the Appropriate Box (a) _____
if a Member of a Group (b) _____
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
00, PF
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5) Check Box if Disclosure of Legal / /
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of
Organization United States
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Number of 7) Sole Voting Power 30,000
Shares ------------------------------------------------------
Beneficially 8) Shared Voting Power 452,872
Owned by ------------------------------------------------------
Each Report- 9) Sole Dispositive Power 30,000
ing Person ------------------------------------------------------
With 10) Shared Dispositive Power 452,872
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 482,872
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain /X/
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 38.9%
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14) Type of Reporting Person
(See Instructions) 00, IN
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4
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CUSIP NO. 650 667 207
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1) Name of Reporting Person Irrevocable Trust dated
November 8, 1990
S.S. or I.R.S. Identification
No. of Above Person
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2) Check the Appropriate Box (a) _____
if a Member of a Group (b) _____
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
00
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5) Check Box if Disclosure of Legal / /
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of
Organization Virginia
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Number of 7) Sole Voting Power 320,000
Shares ------------------------------------------------------
Beneficially 8) Shared Voting Power
Owned by ------------------------------------------------------
Each Report- 9) Sole Dispositive Power 320,000
ing Person ------------------------------------------------------
With 10) Shared Dispositive Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 320,000
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain /X/
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 26.0%
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14) Type of Reporting Person
(See Instructions) 00
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5
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CUSIP NO. 650 667 207
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1) Name of Reporting Person Irrevocable Trust dated
December 20, 1989
S.S. or I.R.S. Identification
No. of Above Person
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2) Check the Appropriate Box (a) _____
if a Member of a Group (b) _____
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
00
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5) Check Box if Disclosure of Legal / /
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of
Organization Virginia
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Number of 7) Sole Voting Power 132,872
Shares ------------------------------------------------------
Beneficially 8) Shared Voting Power
Owned by ------------------------------------------------------
Each Report- 9) Sole Dispositive Power 132,872
ing Person ------------------------------------------------------
With 10) Shared Dispositive Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 132,872
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain /X/
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 10.8%
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14) Type of Reporting Person
(See Instructions) 00
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6
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The Statement on Schedule 13D, dated January 9, 1991, as amended
(the "Original Statement"), of Joseph L. Ranzini, individually and as trustee,
Stephen Lange Ranzini, individually and as trustee, Mildred Lange Ranzini,
individually and as trustee, and Paul B. Clare, individually and as trustee,
with respect to the Common Stock, par value $.01 per share ("Common Stock"), of
Newberry Bancorp, Inc. (the "Corporation") is hereby amended and restated as
set forth below.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the Common Stock, par value $.01 per
share ("Common Stock"), of Newberry Bancorp, Inc., a Delaware corporation (the
"Corporation"), with its principal executive offices at 209 East Portage
Street, Sault Ste. Marie, Michigan 49783.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is jointly filed by Joseph L. Ranzini,
individually and as a Second Trust Trustee (as hereinafter defined), Stephen
Lange Ranzini, individually and as a First Trust Trustee (as hereinafter
defined), Mildred Lange Ranzini, individually and as a First Trust Trustee, an
Irrevocable Trust (the "First Trust") governed by a Trust Agreement dated
December 20, 1989, between Joseph L. Ranzini, as Grantor, and Mildred Lange
Ranzini, Stephen Lange Ranzini and Paul B. Clare, as Trustees (each a "First
Trust Trustee" and collectively, the "First Trust Trustees"), and an
Irrevocable Trust (the "Second Trust") governed by Trust Agreement dated
November 8, 1990, between Joseph L. Ranzini, as Grantor, and Joseph L.
Ranzini, Mildred Lange Ranzini and Paul B. Clare, as Trustees (each a "Second
Trust Trustee" and collectively, the "Second Trust Trustees"). The First Trust
and the Second Trust are herein sometimes called the "Trusts". The First Trust
Trustees and the Second Trust Trustees are sometimes herein collectively
called the "Trustees". Paul B. Clare, originally a First Trustee and a Second
Trustee, is deceased.
Angela C. Ranzini, M.D., Catherine Ranzini Clare, Joseph Lange
Ranzini, M.D., Paul Lange Ranzini and Stephen Lange Ranzini, each of whom is a
child of Joseph L. and Mildred Lange Ranzini, are the primary beneficiaries of
the First Trust, in equal one-fifth shares. Stephen Lange Ranzini is the
primary beneficiary of the Second Trust.
(b)-(c) Joseph L. Ranzini's business address is 209 East Portage
Street, Sault Ste. Marie, Michigan 49783, and presently his principal
occupation is acting as President and the chairman of the board of Michigan
BIDCO, Inc. ("BIDCO"). BIDCO is a Rural Business and Industrial Development
Company, licensed by the Michigan Financial Institutions Bureau under the State
of Michigan
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BIDCO program, which invests in businesses in northern Michigan with the
objective of fostering job growth and economic development. Joseph L. Ranzini
is also Chairman of the Board, Secretary and a director of the Corporation.
The Corporation, its wholly-owned subsidiary, University Bank, a Michigan State
chartered bank (the "Bank"), Joseph L. Ranzini, Stephen Lange Ranzini, Mildred
Lange Ranzini and the Trusts own equity securities of BIDCO. Joseph L. Ranzini
holds director, officer and/or other positions with a number of the businesses
in which BIDCO invests.
Stephen Lange Ranzini's business address is at 209 East Portage
Avenue, Sault Ste. Marie, Michigan 49873. He is a director, President and
Chief Executive Officer of the Corporation. Stephen Lange Ranzini is also a
director and Senior Vice President - Mortgage Banking of the Bank. He is also
a director and the Treasurer of BIDCO, and he holds director, officer and/or
other positions with a number of the businesses in which BIDCO invests. He is
the son of Joseph L. Ranzini.
Mildred Lange Ranzini's address is 173 West Queens Drive,
Williamsburg, Virginia 23185. She is a director and Assistant Secretary of the
Corporation. She does not otherwise presently hold an active business
position. She is the spouse of Joseph L. Ranzini.
The business address of each of the Trusts is at 209 East Portage
Avenue, Sault Ste. Marie, Michigan 49873. Each Trust was formed for the
benefit of members of the Ranzini family and engages in no active business
other than investment of Trust assets.
(d) During the last five years, none of Joseph L. Ranzini,
Stephen Lange Ranzini and Mildred Lange Ranzini, nor either of the Trusts, has
been convicted in a criminal proceeding (excluding, if any, traffic violations
or similar misdemeanors).
(e) During the last five years, none of Joseph L. Ranzini,
Stephen Lange Ranzini and Mildred Lange Ranzini, nor either of the Trusts, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which proceeding, he, she or it 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.
(f) Each of Joseph L. Ranzini, Mildred Lange Ranzini and Stephen
Lange Ranzini is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock beneficially owned by Stephen Lange
Ranzini include: (a) 10,882 shares allocated to him under the Corporation's
Employee Stock Ownership Plan (the "ESOP");
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(b) 1,600 shares which Mr. Ranzini purchased in August 1994 for $6,416 (for
which he used personal funds to complete such purchase); and (c) 22,750 shares
which he acquired a part of a larger transaction in March 1992 with an
individual, pursuant to which Mr. Ranzini sold his 1/2 individual interest in a
parcel of real property located in Florida for $90,278.02 and the transfer of
such shares to him.
The shares of Common Stock beneficially owned by Mildred Lange
Ranzini include: (a) 10,000 shares issuable upon exercise of an option granted
to her, as a director of the Corporation, by the Corporation at an exercise
price of $3.125 per share (the consideration for such option being services
rendered as a director of the Corporation); and (b) 20,000 shares purchased by
Mrs. Ranzini in 1994 for $100,000, using cash from her personal funds.
The shares beneficially owned by the Trusts consist of shares
contributed to the Trusts by Joseph L. Ranzini as the grantor thereof.
The shares reported as beneficially owned by each of Joseph L.
Ranzini, Stephen Lange Ranzini and Mildred Lange Ranzini also include 23,000
shares acquired by Michigan Bidco, Inc. ("BIDCO"), as partial consideration for
the acquisition by the Bank of all of the capital stock of a corporation of
which BIDCO was a minority shareholder. The Corporation and the Bank are
holders of equity securities of BIDCO and such individuals and the Trusts are
officers, directors and/or shareholders of BIDCO and of the Corporation.
The balance of the shares reported as beneficially owned by
Joseph L. Ranzini and by the Trusts were originally acquired by Mr. Ranzini
pursuant to a merger effective as of the end of the day on December 31, 1989
(the "Merger") of a wholly-owned subsidiary of the Corporation (the Corporation
at that time was named "Fortune 44 Company") into Newberry Holdings Inc.
("Holdings"), a Michigan corporation (Holdings at that time was named "Newberry
Bancorp, Inc."), pursuant to the terms of a certain Agreement, dated as of
October 11, 1989, as amended, among the Corporation, Holdings and such
subsidiary. Pursuant to the Merger, Joseph L. Ranzini, as the sole stockholder
of Holdings, was issued, in respect of his 10,000 shares of common stock,
without par value, of Holdings, 5,035,000 shares of Class A Common Stock, par
value $.001 per share ("Class A Common Stock"), of the Corporation and 500,000
shares of Series A Convertible Participating Preferred Stock, par value $.001
per share ("Preferred Stock"), of the Corporation.
The certificate of incorporation of the Corporation was amended
on March 23, 1990 to increase the authorized shares of Class A Common Stock.
By virtue of such amendment and pursuant to the provisions of the certificate
of incorporation applicable to the Preferred Stock, all 500,000 outstanding
shares of Preferred
9
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Stock held by Joseph L. Ranzini were automatically converted to 4,000,000
shares of Class A Common Stock, increasing to 9,035,000 the total number of
shares of Class A Common Stock beneficially owned by Joseph L. Ranzini as of
March 23, 1990.
As of December 27, 1990, the Corporation (i) effected a
one-for-five reverse stock split pursuant to which every five shares of Class A
Common Stock held by each stockholder were converted into and became one share
of Common Stock, (ii) changed the name of the authorized shares of Class A
Common Stock (after giving effect to the aforementioned reverse stock split) to
Common Stock, and (iii) changed the par value of such Common Stock from $.001
per share to $.005 per share (collectively, all of such events being
hereinafter referred to sometimes as the "1990 Reverse Stock Split"). As a
result of the 1990 Reverse Stock Split, Joseph L. Ranzini's 9,035,000 shares of
Class A Common Stock were converted to 1,807,000 shares of Common Stock as of
December 27, 1990.
As of May 15, 1992, the Corporation effected a one-for-two
reverse stock split, which had the effect of converting such 1,807,000 shares
of Common Stock into 903,500 shares of Common Stock.
As of December 31, 1990 (after giving effect to each of the
aforementioned reverse stock splits), Joseph L. Ranzini transferred (by gift)
58,250 shares of Common Stock to the First Trust and 320,000 shares of Common
Stock to the Second Trust. As of January 7, 1991, Joseph L. Ranzini
transferred (by gift) an additional 53,000 shares of Common Stock to the First
Trust. In February 1996, he transferred (by gift) an additional 21,662 shares
of Common Stock to the First Trust.
ITEM 4. PURPOSE OF TRANSACTION.
As described under Item 3 above, as a result of the Merger and
the transactions contemplated thereby, Joseph L. Ranzini acquired a total of
903,500 shares of Common Stock (adjusted to give effect to the aforementioned
reverse stock splits), representing a majority of the outstanding shares of
Common Stock as of December 31, 1990. Such transactions resulted in a change
of effective control of the Corporation to Joseph L. Ranzini.
Joseph L. Ranzini has made certain transfers (by gift) of shares
of Common Stock (see Items 2 and 3 hereof) to the First Trust and to the Second
Trust in order to fund such Trusts for the benefit of various of his children
under the terms of the Trusts.
By virtue of their holdings of shares of Common Stock, Joseph L.
Ranzini and the Trustees of the Trusts (in their capacities as such) have the
voting power to elect all directors of the Corporation and to approve
amendments to its certificate of
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incorporation, as well as other transactions requiring stockholder approval
under applicable Delaware law.
Joseph L. Ranzini may choose to make gifts of shares of Common
Stock to either or both of the Trusts, or otherwise to members of his family,
from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The aggregate number of shares of Common Stock deemed to
be beneficially owned by Joseph L. Ranzini for the purposes of this Statement
is 711,251, representing 57.7% of the outstanding shares of Common Stock of the
Corporation as of December 31, 1995. Of such shares, he has sole voting and
dispositive power as to the 389,873 shares registered in his name and shared
voting and dispositive power, together with the other Second Trust Trustees, as
to 320,000 shares, and could be deemed to share voting and dispositive power as
to the 23,000 shares owned by BIDCO (see Item 3 above). Such shares do not
include shares of Common Stock held by the First Trust with respect to which
his wife, Mildred Lange Ranzini, and his son, Stephen Lange Ranzini, are First
Trust Trustees and his children are the primary beneficiaries, and shares held
directly by Mildred Lange Ranzini, and as to which Joseph L. Ranzini disclaims
beneficial ownership. Joseph Lange Ranzini also disclaims beneficial ownership
of shares held by BIDCO.
The aggregate number of shares of Common Stock deemed to be
beneficially owned by Stephen Lange Ranzini for the purposes of this Statement
is 192,104. Of such shares, he has sole voting and dispositive power as to
25,550 shares held by him directly and he shares voting and dispositive power,
together with the other First Trust Trustees, as to 132,872 shares. He also
may be deemed to share voting power as to 10,882 shares allocated to him under
the ESOP, and could be deemed to share voting and dispositive power as to the
23,000 shares owned by BIDCO (see Item 3 above). Such shares represent 15.6%
of the outstanding shares of Common Stock as of December 31, 1993. Stephen
Lange Ranzini disclaims beneficial ownership of shares held by BIDCO. The
foregoing does not include the 320,000 shares of Common Stock held in the
Second Trust with respect to which he is the primary beneficiary (but not a
trustee).
The aggregate number of shares of Common Stock deemed to be
beneficially owned by Mildred Lange Ranzini for the purposes of this Statement
is 482,872. She has sole voting and dispositive power as to 20,000 of such
shares held directly by her and could be deemed to have sole voting and
dispositive power as to 10,000 shares issuable upon the exercise of an option
granted to her at an exercise price of $3.125 per share. Of such 482,872
shares, she shares voting and dispositive power, together with the other First
Trust Trustees, as to 111,250 shares, and, together with the other Second Trust
Trustees, as to 320,000 shares. All such shares
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represent 38.9% of the outstanding shares of Common Stock of the Corporation as
of December 31, 1995. The foregoing does not include shares of Common Stock
owned by her husband, Joseph L. Ranzini, or shares owned by BIDCO, as to which
Mildred Lange Ranzini disclaims beneficial ownership.
None of the shares of Common Stock referred to above include an
option to purchase 10,000 shares of Common Stock at an exercise price of $3.125
per share granted to Paul B. Clare at the time he was a director of the
Company. Mr. Clare is deceased and the option is currently held by his estate.
Prior to his death, Mr. Clare was a First Trust Trustee and a Second Trust
Trustee.
(c) Since December 1, 1995, the following transactions involving
shares of Common Stock have occurred:
Effective as of December 8, 1995, the Corporation issued to
Michigan Bidco, Inc. ("BIDCO"), as partial consideration for the acquisition by
the Corporation's wholly owned subsidiary, University Bank (the "Bank") of all
the outstanding capital stock of a corporation of which BIDCO was a minority
stockholder. The Corporation and the Bank are holders of equity securities of
BIDCO and Joseph L. Ranzini, Stephen Lange Ranzini, Mildred Lange Ranzini and
the Trusts are officers, directors and/or stockholders of BIDCO and of the
Corporation. The consideration attributable to the shares acquired by BIDCO
was estimated by the Corporation at approximately $3.75 per share. The above
named individuals and the Trusts disclaim beneficial ownership of the shares
acquired by BIDCO.
In February 1995, Joseph L. Ranzini contributed as a gift 21,622
shares of Common Stock to the First Trust.
(d) Stephen Lange Ranzini is the sole primary beneficiary under
the Second Trust and is entitled to all net income derived by such Trust from
the 320,000 shares of Common Stock held by such Trust. He is also a primary
beneficiary (with a one-fifth interest) of the First Trust and accordingly is
entitled to 20% of all net income derived by such Trust from the 111,250 shares
of Common Stock held by it.
Angela C. Ranzini, Catherine Ranzini Clare, Joseph Lange Ranzini
and Paul Lange Ranzini are also primary beneficiaries (each with a one-fifth
interest) of the First Trust and accordingly each is entitled to 20% of all net
income derived by such Trust from the 111,250 shares of Common Stock held by
such Trust.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint filing agreement of the signatories to this Statement
(incorporated by reference to Exhibit 1 to Schedule 13D, dated January 9, 1991,
and referred to in the introduction to this Schedule 13D as the "Original
Statement").
2. Agreement among the Corporation, Holdings and NBI Acquisition
Corp. dated as of October 11, 1989, as amended (incorporated herein by
reference to Exhibit 1 to the Corporation's Current Report on Form 8-K dated
January 12, 1990).
3. Trust Agreement dated December 20, 1989 (incorporated by
reference to Exhibit 5 to the Original Statement).
4. Trust Agreement dated November 8, 1990 (incorporated by
reference to Exhibit 6 to the Original Statement).
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SIGNATURE.
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
amendment is true, complete and correct. This amendment may be executed in any
number of counterparts, each of which shall constitute one and the same
amendment.
Dated: February 23, 1996
/s/ Stephen Lange Ranzini
----------------------------------------
Stephen Lange Ranzini, individually and
as trustee under an Irrevocable Trust
dated December 20, 1989
/s/ Joseph L. Ranzini
----------------------------------------
Joseph L. Ranzini, individually and as
trustee under an Irrevocable Trust dated
November 8, 1990
/s/ Mildred Lange Ranzini
----------------------------------------
Mildred Lange Ranzini, individually and
as trustee under an Irrevocable Trust
dated November 8, 1990 and as trustee
under an Irrevocable Trust dated
December 20, 1989
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Exhibit Index
Exhibit No. Exhibit Description
1. Joint filing agreement of the signatories to this
Statement (incorporated by reference to Exhibit 1 to
Schedule 13D, dated January 9, 1991, and referred to in
the introduction to this Schedule 13D as the "Original
Statement").
2. Agreement among the Corporation, Holdings and NBI
Acquisition Corp. dated as of October 11, 1989, as amended
(incorporated herein by reference to Exhibit 1 to the
Corporation's Current Report on Form 8-K dated January 12,
1990).
3. Trust Agreement dated December 20, 1989 (incorporated by
reference to Exhibit 5 to the Original Statement).
4. Trust Agreement dated November 8, 1990 (incorporated by
reference to Exhibit 6 to the Original Statement).
15
