UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOUSTON BIOTECHNOLOGY INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
44184010
- --------------------------------------------------------------------------------
(CUSIP Number)
Nigel Parry
Dominican Houses
4 Priory Court
Pilgrim Street
London EC4V 6DQ England
011 44171 329 3838
with a copy to:
Kathryn A. Campbell
Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY England
011 44171 710 6500
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications)
April 28, 1994
- --------------------------------------------------------------------------------
(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: [ ]
Page 1 of 28 Pages
(Exhibit Index on Page 20)
<PAGE>
- ---------------------
CUSIP NO. 44184010
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Mutual Life Assurance Society Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Victoria, Commonwealth of Australia
- --------------------------------------------------------------------------------
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
771,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
771,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
Page 2 of 28 Pages
<PAGE>
- ---------------------
CUSIP NO. 44184010
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIM Fund Managers Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
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
771,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
771,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
- --------------------------------------------------------------------------------
Page 3 of 28 Pages
<PAGE>
- ---------------------
CUSIP NO. 44184010
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Co-Operative Wholesale Society Limited Employees'
Pension & Death Benefit Scheme
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
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
300,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
EP
- --------------------------------------------------------------------------------
Page 4 of 28 Pages
<PAGE>
- ---------------------
CUSIP NO. 44184010
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Co-Operative International Unit Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
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
316,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
316,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IV
- --------------------------------------------------------------------------------
Page 5 of 28 Pages
<PAGE>
This Schedule 13D (this "Schedule 13D") is jointly filed by Colonial
Mutual Life Assurance Society Limited, a company organized under the laws of the
State of Victoria, Commonwealth of Australia ("Colonial"), CIM Fund Managers
Limited, a private limited company organized under the laws of England and Wales
("CIM"), Co-Operative Wholesale Society Limited Employees' Pension & Death
Benefit Scheme, a pension scheme trust organized under the laws of England and
Wales ("CWSPS"), and Co-Operative International Unit Trust, a unit trust
organized under the laws of England and Wales ("CIUT" and, collectively with
Colonial, CIM and CWSPS, the "Reporting Persons") with respect to the Common
Stock, $.01 par value ("Shares"), of Houston Biotechnology Incorporated, a
Delaware company (the "Company").
Item 1. Security and Issuer.
- ------- --------------------
This Schedule relates to Shares. The principal executive offices of
the Company are located at 3608 Research Forest Drive, Woodlands, Texas 77381.
Item 2. Identity and Background.
- ------- ------------------------
Colonial is the parent holding company for a diverse international
financial services group, encompassing banking, retail insurance, superannuation
and investments, funds management and funds administration and consulting. It is
one of the largest financial services groups in Australia, with total assets
held and under management at the end of June 1996 of approximately $36.2 billion
Australian dollars.
CIM, a wholly owned subsidiary of Colonial, provides fund management
services in the United Kingdom to a variety of employee benefit schemes and
other investment entities. In particular, CIM provides fund management services
to (i) CWSPS, pursuant to an agreement, dated 30 October, 1989 ("Advisory
Contract 1"), between CIM and CWSPS and (ii) Co-operative Bank Pension Scheme
("CBPS") pursuant to an agreement, dated 30 October 1989 ("Advisory Contract
2"), between CIM and Co-Operative Bank Pension Trust Limited, as Trustees of
CBPS. In addition, CIM provides fund management services to CIUT pursuant to a
management agreement dated 14 November, 1994 ("Advisory Contract 3" and,
collectively with Advisory Contract 1 and Advisory Contract 2 the "Advisory
Contracts") between Co-operative Pension Funds Unit Trust Managers Limited
("CPFUTM"), as Managers of CIUT, CIM and The Co-operative Bank p.l.c. (the
"Bank"). Copies of certain terms and provisions of the Advisory Contracts are
attached hereto as Exhibits 1, 2 and 3, respectively.
Page 6 of 28 Pages
<PAGE>
CIM is subject to comprehensive regulation in the United Kingdom under
the Financial Services Act of 1986 (the "1986 Act") and is regulated by the
Investment Management Regulatory Organization Ltd., a self regulatory
organization operating under the supervision of the central U.K. Securities
regulator, the Securities and Investment Board. Each of CWSPS and CBPS was
organized to invest certain pension assets for the benefit of certain employees
of the Bank and the Co-operative Wholesale Society (the "Society") and is an
employee pension scheme regulated under a U.K. legislative framework. CIUT was
organized to invest certain investment assets for the benefit of holders of
units of CIUT and is an unauthorized unit trust (as defined in the 1986 Act)
and, accordingly, is restricted to selling units to non-private customers.
The Advisory Contracts provide for CIM to be compensated for its
respective services to CWSPS, CIUT and CBPS based on the value of the relevant
assets under management and are terminable by or on behalf of CWSPS or CBPS, as
applicable, forthwith upon written notice to CIM, and by CPFUTM on behalf of
CIUT upon one year's written notice to CIM. In addition, the Advisory Contracts
grant CIM discretion as to the disposition, but not the voting, of the
securities, including the Shares, in which the assets of CWSPS, CIUT and CBPS
are invested. As a consequence of the Advisory Contracts, CIM may be deemed to
beneficially own the Shares beneficially owned by CWSPS, CIUT and CBPS. The
foregoing summary description of certain of the terms and provisions of the
Advisory Contracts does not purport to be complete and is qualified in its
entirety by reference to the terms and provisions of the Advisory Contracts
attached as Exhibits hereto which are incorporated by reference herein.
The Reporting Persons believe that they are functionally equivalent to
one or more of the persons specified in Rule 13d-1(b)(1)(ii)(A)-(G) under the
Securities Exchange Act of 1934 (the "Exchange Act") eligible to report
beneficial ownership of more than 5% of a class of equity securities on Schedule
13G. The Shares deemed beneficially owned by the Reporting Persons were acquired
in the ordinary course of business without the purpose or effect of changing or
influencing control of the Company, and except as described herein, the
Reporting Persons have no pecuniary interest in the Shares.
Page 7 of 28 Pages
<PAGE>
The principal executive offices of Colonial are at 330 Collins Street,
13th Floor, Melbourne, Victoria, Australia 3000. The principal executive offices
of CIM are at Colonial Mutual House, Chatham Maritime, Kent ME4 4YY, England.
The principal executive offices of each of CWSPS, CIUT and CBPS are at P.O. Box
53, New Century House, Manchester M60 4ES England.
Set forth in Schedule A hereto is certain information with respect to
the directors, executive officers and trustees of each of the Reporting Persons.
During the last five years, none of the Reporting Persons or, to the
best of their respective knowledge, any of their respective directors, executive
officers or trustees has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, U.S.
federal or state securities laws or finding any violation of such law.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
The Shares deemed beneficially owned by Colonial were acquired as a
consequence of Colonial's acquisition of CIM on June 1, 1996. CIM was purchased
by Colonial from the Bank with funds from working capital. No specific source of
funds is attributable to the indirect acquisition of Shares deemed beneficially
owned by Colonial.
The proceeds from pension contributions over time by the Bank, the
Society and certain of the Bank's and the Society's employees to CWSPS and CBPS
(as such contributions and any net gains thereon may have been invested and
reinvested from time to time) were used to acquire the Shares deemed
beneficially owned by CWSPS and CBPS, respectively.
The proceeds from the sale of units in CIUT (as such proceeds and any
net gains thereon may have been invested and reinvested from time to time) were
used to acquire the Shares beneficially owned by CIUT.
The 300,000, 316,600 and 155,000 Shares beneficially owned by CWSPS,
CIUT and CBPS, respectively, were acquired on April 28, 1994 pursuant to a
public offering of Shares at a price per Share of $1.75. As of the date of this
Schedule 13D none of CWSPS, CIUT or CBPS has acquired or disposed of any Shares
since such date.
Page 8 of 28 Pages
<PAGE>
Item 4. Purpose of Transaction.
- ------- -----------------------
Each of the Reporting Persons intends to continue to review their
respective investments in Shares on an ongoing basis and, based on such review,
may determine to increase or decrease such investments through any available
means. Each of the Reporting Persons may, at any time, take such actions as it
deems appropriate in furtherance of any such determination, including, inter
alia, open market or privately negotiated purchases or sales of Shares. Except
as described in this Schedule 13D, none of the Reporting Persons has any current
plans or proposals which relate to or would result in any of the actions or
events set forth in items (a) through (j) of the instructions to Item 4 of
Schedule 13D promulgated under the Exchange Act.
Item 5. Interest in Securities of the Subject Company.
- ------- ----------------------------------------------
Based on information contained in the most recent publicly available
filings of the Company with the Securities and Exchange Commission, each
Reporting Person is deemed to beneficially own the number of Shares and the
percentage of outstanding Shares listed in the responses to Items 11 and 13,
respectively, of the cover page filed herewith with respect to such Reporting
Person. In addition, the numbers of Shares with respect to which each Reporting
Person (i) has sole voting power, (ii) shares voting power, (iii) has sole
dispositive power and (iv) shares dispositive power, are listed in the responses
to Items 7, 8, 9 and 10, respectively, of the cover page filed herewith with
respect to such Reporting Person.
Item 6. Contracts Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
- ------- ----------------------------
Except as otherwise set forth in this Schedule 13D, none of the
Reporting Persons is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to any securities of the Company.
Page 9 of 28 Pages
<PAGE>
Item 7. Material to Be Filed as Exhibits.
- ------- ---------------------------------
Description Exhibit No.
- ----------- -----------
Advisory Contract 1 (selected terms) 1
Advisory Contract 2 (selected terms) 2
Advisory Contract 3 (selected terms) 3
Joint Filing Agreement 4
Page 10 of 28 Pages
<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.
Dated: December 16, 1996
COLONIAL MUTUAL LIFE
ASSURANCE SOCIETY LIMITED
By: /s/ Robert J. Garnsworthy
----------------------------
Name: Robert J. Garnsworthy
Title: Director
CIM FUND MANAGERS LIMITED
By: /s/ Damian Condon
----------------------------
Name: Damian Condon
Title: Director
CO-OPERATIVE WHOLESALE
SOCIETY LIMITED EMPLOYEES' PENSION &
DEATH BENEFIT SCHEME
By: /s/ J.F. Corcoran
----------------------------
Name: J.F. Corcoran
Title: Pensions Manager
CO-OPERATIVE
INTERNATIONAL UNIT TRUST
By: CO-OPERATIVE PENSION
FUNDS UNIT TRUST
MANAGERS LIMITED, as Managers
By: /s/ P.W. Clements
--------------------------
Name: P.W. Clements
Title: General Manager
Page 11 of 28 Pages
<PAGE>
SCHEDULE A
DIRECTORS, EXECUTIVE OFFICERS AND TRUSTEES OF
THE REPORTING PERSONS
Colonial
- --------
Set forth below are the name, present principal occupation or
employment and five-year employment history of each director, U.K. Local Board
member and executive officer of Colonial and the name, principal business and
address of any corporation or organization in which such employment is
conducted. Unless otherwise indicated, the business address of each of the
following persons is the address of the principal executive offices of Colonial.
Unless otherwise indicated, each of the following persons is a citizen of the
Commonwealth of Australia.
David Stow Adam, LLB - Chairman
Mr. Adam was appointed Chairman of Colonial in 1992. He is currently
Chairman of SBC Warburg Australia Corporation Ltd., Deputy Chairman of
State Bank of New South Wales Ltd and a Director of CSL Ltd.
Graham Brooke, FCA - Director
Mr. Brooke has been a Director of Colonial since 1991. Currently he is
Chairman of Samuel Smith & Son Pty Ltd., Tandou Ltd and is President of the
Hospitals Superannuation Board of Victoria. He is Administrator of the
State Electricity Commission of Victoria and Chairman of the Victorian
Funds Management Corporation.
Angus Hugh Gilroy, FCA - Director and Member U.K. Local Board
Mr. Gilroy has been a member of the U.K. Local Board of Colonial since 1991
and was elected a Director of Colonial in April 1994. He practiced as a
partner in Binder Hamlyn, Chartered Accountants from 1972 to 1995 and he is
now a consultant.
Peter Graham Faithfull Henderson, AC MA (Oxon) - Director
Mr. Henderson has been a Director of Colonial since 1987. He is currently
on the Board of The Sir Robert Menzies Memorial Trust Ltd., Bougainville
Copper Pty. Ltd, GEC Marconi (Holdings) Ltd and GEC Marconi Systems Pty.
Ltd.
Page 12 of 28 Pages
<PAGE>
William Henry Hodgson - Director
Mr. Hodgson became a Director of Colonial in 1989. He is also a Director of
State Bank of NSW. He is currently a Director of the Murdoch Institute for
Research into Birth Defects Ltd, Highlands Gold Ltd, Spicers Paper Ltd,
Hoechst Australia Investments Pty Ltd, Djerriwarrh Investments Ltd, and
Victorian Producers Co-Operative Co. Ltd.
Allan Berkeley Valentine Hughes, Solicitor - Director and Chairman U.K.
Local Board
Mr. Hughes was appointed an Alternate Director of Colonial in November 1992
and a Director on 7 February 1994. He was previously Senior Partner of
Payne Kick Beach (U.K.) and is now a consultant to that firm. He has been a
member of the U.K. Local Board of Colonial since 1 April 1990 and became
its Chairman in April 1994. He is currently Chairman of the Iris Fund for
Prevention of Blindness and Chairman of the Governors of Heathfield School.
Roger Lawrence Kerr, MA, BCA - Director
Mr. Kerr became a Director of Colonial in January 1996 having previously
been a member of the Australasian Board. He is currently the Executive
Director of the New Zealand Business Roundtable and a member of the Council
of Victoria University of Wellington. His other appointments have included
Director of the Electricity Corporation of New Zealand from 1987-1994 and
senior positions within the New Zealand Treasury and Ministry of Foreign
Affairs.
David Edward Meiklejohn, BCom, DipEd, FCPA, FAIM - Director
Mr. Meiklejohn was appointed a Director of Colonial in April 1995, having
been a member of the Australasian Board from March 1992. His other
Directorships include Amcor Limited, Treasury Corporation of Victoria,
Spicers Paper Limited and Kimberly-Clark Australia of which he is Chairman.
Peter John Smedley, BCom MBA - Group Managing Director and Chief Executive
Officer and Member U.K. Local Board
Mr. Smedley joined Colonial in January 1993 as Managing Director elect
having previously held a number of senior positions with Shell
International Petroleum Co. Ltd. Mr. Smedley became Group Managing Director
and Chief Executive Officer of Colonial and a member of Colonial's U.K.
Local Board in April 28, 1993. He holds numerous Directorships and is
Chairman of State Bank as well as being a councillor of the Business
Council of Australia, the National Gallery of Victoria Business Council and
The Australian Graduate School of Management. He is also a member of the
Board of Management of Melbourne University Business School Alumni and the
President's Council of the Art Gallery of New South Wales.
Page 13 of 28 Pages
Ronald Keith Barton - Director
Mr. Barton has been a director of Colonial since June 1, 1996. In March
1993, Mr. Barton was appointed the Managing Director of James Hardie
Industries Limited. Prior to March 1993, Mr. Barton held various executive
positions with CSR Limited.
Colin Robert Galbraith - Director
Mr. Galbraith has been a director of Colonial since June 1, 1996. Since
prior to 1991, Mr. Galbraith of Arthur Robinson & Hedderwicks, Australian
solicitors. Mr. Galbraith is currently a director of Azon Limited, BHP
Community Trust and BHP Community Limited.
Frederick Shepard Grimwade - Secretary
Mr. Grimwade joined Colonial as Group Company Secretary and General Manager
Legal Affairs in 1996. From 1989 through 1995 Mr. Grimwade was the Company
Secretary and General Manager Shareholders Relations of Western Mining
Corporation. Mr. Grimwade is currently a director of Colonial Mutual
General Insurance Company Ltd, CMG Investments Pty Ltd, Jacques Martin Pty
Ltd, Colonial Finance Ltd, Colonial Investment Management Limited, Colonial
Investments UK Pty Ltd, Glenaroua pty ltd and Kurkurac Nominees Pty Ltd.
Michelene Hart - Secretary
Ms. Hart has been held various positions with Colonial since 1986.
Marmaduke James Hussey - Member U.K. Local Board
Mr. Hussey has been a member of Colonial's U.K. Local Board since November
17, 1982 and is formerly Chairman of the British Broadcasting Corporation.
Page 14 of 28 Pages
<PAGE>
Robert Arthur Bethune Nicolle - Member U.K. Local Board
Mr. Nicolle has been a member of Colonial's U.K. Local Board since May 7,
1975. He is currently a director and an investment manager with Mattheson
Investment Management Limited.
Robert John Garnsworthy - Member U.K. Local Board
Mr. Garnsworthy has been a member of Colonial's U.K. Local Board since
1994. Prior to joining Colonial, Mr. Garnsworthy was Managing Director of
Informed Sources Pty Ltd. Mr. Garnsworthy is also a director of CIM Fund
Managers Limited.
Page 15 of 28 Pages
<PAGE>
CIM
- ---
Set forth below are the name, present principal occupation or employment
and five-year employment history of each director and executive officer of CIM
and the name, principal business and address of any corporation or organization
in which such employment is conducted. Unless otherwise indicated, the business
address of each of the following persons is the address of the principal
executive offices of CIM. Unless otherwise indicated, each of the following
persons is a citizen of the United Kingdom.
Damian Condon - Director, citizen of the Republic of Ireland
Mr. Condon has been a director of CIM since 1996 and is currently General
Manager, Colonial Investments (UK) and a director of various entities
within the Colonial group of companies. Mr. Condon has previously served as
Chief Investment Officer, Colonial Mutual Group (UK Holdings) Limited and
Chief Investment Officer of Colonial.
Christopher Alan Edwards - Director
Mr. Edwards was appointed as a director of CIM in 1996 and is currently
Chief Financial Officer, Colonial Mutual Group (UK Holdings) Limited and a
director of various entities within the Colonial group of companies. Prior
to joining Colonial, Mr. Edwards served as General Manager - Financial
Accounting for Qantas Airways Limited and Lead Financial Controller,
Citibank Australia Ltd.
Robert John Garnsworthy - Director, citizen of Commonwealth of Australia
Mr. Garnsworthy was appointed as a director of CIM in 1996. Mr. Garnsworthy
has been a member of Colonial's U.K. Local Board since 1994. Prior to
joining Colonial, Mr. Garnsworthy was Managing Director of Informed Sources
Pty Ltd.
Christopher Harvey - Director
Mr. Harvey was appointed as a director of CIM in 1996 and is currently
Assistant General Manager and Actuary of Colonial Mutual Group (UK
Holdings) Limited and a director of various entities within the Colonial
group of companies. Mr. Harvey has previously served as an Actuary for
Colonial.
Page 16 of 28 Pages
<PAGE>
Jacqueline Ann Bamford - Secretary
Mrs. Bamford joined Colonial in August 1976 and is the Company Secretary
for all of the UK companies within the Colonial group.
Page 17 of 28 Pages
<PAGE>
CWSPS
- -----
Set forth below are the names of each trustee of CWSPS. Unless
otherwise indicated, the business address of each of the following persons is
the address of the principal executive offices of CWSPS. Unless otherwise
indicated, each of the following persons is a citizen of the United Kingdom.
E.W. Evans (Chairman)
D.L. Allonby
P.G. Cushworth
D.J. Jackson
R.K. Jones (Secretary)
W. Hughes
W. Griffin
S.A. Featherstone
H.L. Green
M.T. Hine
P. Hunter
C. McIntyre
P. Wheatley
L. Humphrey
C.A. Moore
I.J. Munro
D.K. Shannon
P.V. Wilkinson
T.A. Wilson
R. Graham
C. Gilchrist
Page 18 of 28 Pages
<PAGE>
CIUT
- ----
Set forth below are the names of each director and executive officer
of CPFUTM, the manager of CIUT. Unless otherwise indicated, the business address
of each of the following persons is the address of the principal executive
offices of CIUT. Unless otherwise indicated, each of the following persons is a
citizen of the United Kingdom.
S.F. Wood (Chairman) - Director
W.J. Marper - Director
P.G. Cushworth - Director
P.W. Clemence - General Manager
B. Greenwood - Compliance Officer
Page 19 of 28 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
1 Advisory Contract 1 21
(selected terms)
2 Advisory Contract 2 23
(selected terms)
3 Advisory Contract 3 25
(selected terms)
4 Joint Filing Agreement 27
Page 20 of 28 Pages
<PAGE>
EXHIBIT 1
Advisory Contract 1 (selected terms)
THE AGREEMENT is made the 30th day of OCTOBER 1989 between CO-OPERATIVE
INVESTMENT MANAGEMENT LIMITED ("CIM FUND MANAGERS"/"CIM") of 78/80 Cornhill,
London, EC3V 3NJ and the CO-OPERATIVE WHOLESALE SOCIETY LIMITED EMPLOYEES'
PENSION & DEATH BENEFIT SCHEME ("the Trustees") whereby the Trustees appoint CIM
Fund Managers to act on their behalf as discretionary investment manager as
hereinafter described upon the terms set out in the Schedule and General
Conditions below which together constitute this agreement.
***************
ii) Set out below are the restrictions on the markets in which the Trustees
wish transactions to be effected.
No direct investment in South Africa
***************
3. CIM agrees:-
a) To review the composition of the Portfolio on such occasions
and with such frequency as CIM shall consider appropriate and at
its discretion realize the whole or any part of the Portfolio
and invest the proceeds and any cash in the Portfolio in
acquiring such other Investments (including (i) units in any
Collective Investment Scheme operated by CIM and (ii)
Investments in respect of which an offer for sale or an issue
has at any time been underwritten managed or arranged by CIM or
any Subsidiary or Associated Company of CIM) as CIM may
determine, it being agreed that the activities of CIM in
investing the proceeds may include depositing the proceeds in
the account at the Bank opened and maintained in accordance with
the provisions of sub-clause (i) below.
***************
f) To exercise (or, if necessary, request that Roodhill exercise)
voting rights, if instructed by the Trustees, on any occasion on
which such rights may be exercised in respect of Investments
within the Portfolio, on behalf of the Trustees and in
accordance with their instructions.
***************
Page 21 of 28 Pages
<PAGE>
4. The Trustees agree:-
a) To pay CIM on the last day of each Period of Account a
management fee in respect of such Period of Account which shall
amount to (pound)2,500 or, if higher, the amount calculated in
accordance with the following formula:
Bands of Value of Portfolio Percentage payable
at the end of the Period of Account as a Management Fee
----------------------------------- -------------------
On the first(pound)10 million 0.05%
On the remainder 0.025%
Provided also that for the purpose of calculating the management
fee the value of the Portfolio at the end of a Period of Account
shall exclude the value of units in any Collective Investment
Scheme operated by CIM and held in the Portfolio at the end of
the Period of Account and provided also that the management fee
payable (i) in respect of the first Period of Account and (ii)
in respect of the last Period of Account shall be calculated on
the above basis and reduced proportionately to the number of
days comprised in such Period of Account.
***************
7. After execution by CIM and by all the Trustees this Agreement
shall commence at the opening of CIM for business on the date
appearing at the start of this Agreement and shall continue
thereafter until terminated:-
a) forthwith by notice in writing given by the Trustees to CIM; or
b) by not less than 3 months notice in writing given by CIM to the
Trustees.
Page 22 of 28 Pages
<PAGE>
EXHIBIT 2
Advisory Contract 2 (selected terms)
THE AGREEMENT is made the 30th day of OCTOBER 1989 between CO-OPERATIVE
INVESTMENT MANAGEMENT LIMITED ("CIM FUND MANAGERS"/"CIM") of 78/80 Cornhill,
London, EC3V 3NJ and Co-operative Bank Pension Trust Limited of 1 Balloon
Street, Manchester, M60 4EP, which acts as trustee ("the Trustees") of the
Co-operative Bank Pension Scheme ("the Pension Scheme"), whereby the Trustees
appoint CIM Fund Managers to act on their behalf as discretionary investment
manager as hereinafter described upon the terms set out in the Schedule and
General Conditions below which together constitute this agreement.
***************
ii) Set out below are the restrictions on the markets in which the
Trustees wish transactions to be effected.
No direct investment in South Africa.
***************
3. CIM agrees:-
a) to review the composition of the Portfolio
on such occasions and with such frequency as
CIM shall consider appropriate and at its
discretion realize the whole or any part of
the Portfolio and invest the proceeds and
any cash in the Portfolio in acquiring such
other Investments (including (i) units in
any Collective Investment Scheme operated by
CIM or any Subsidiary or Associated Company of
CIM) as CIM may determine, it being agreed
that the activities of CIM in investing the
proceeds may include depositing the proceeds
in the account at the Bank opened and
maintained in accordance with the provisions
of sub-clause (i) below.
***************
f) To exercise (or, if necessary, request that Roodhill exercise)
voting rights, if instructed by the Trustees, on any occasion on
which such rights may be exercised in respect of Investments
within the Portfolio, on behalf of the Trustees and in accordance
with their instructions.
Page 23 of 28 Pages
<PAGE>
***************
4. The Trustees agree:-
a) To pay CIM on the last day of each Period of Account a management
fee in respect of such Period of Account which shall amount to
(pound)2,500 or, if higher, the amount calculated in accordance
with the following formula:
Bands of Value of Portfolio Percentage payable
at the end of the Period of Account as a Management Fee
----------------------------------- -------------------
On the first(pound)10 million 0.05%
On the remainder 0.025%
Provided also that for the purpose of calculating the management
fee the value of the Portfolio at the end of a Period of Account
shall exclude the value of units in any Collective Investment
Scheme operated by CIM or any Subsidiary or Associated Company of
CIM and held in the Portfolio at the end of the Period of Account
and provided also that the management fee payable (i) in respect of
the first Period of Account and (ii) in respect of the last Period
of Account shall be calculated on the above basis and reduced
proportionately to the number of days comprised in such Period of
Account.
***************
7. After execution by CIM and by all the Trustees this Agreement shall
commence at the opening of CIM for business on the date appearing
at the start of this Agreement and shall continue thereafter until
terminated:-
a) forthwith by notice in writing given by the Trustees to CIM; or
b) by not less than 3 months notice in writing given by CIM to the
Trustees.
Page 24 of 28 Pages
<PAGE>
EXHIBIT 3
Advisory Contract 3 (selected terms)
THIS AGREEMENT is made the 14th day of November 1994 BETWEEN 1. CO-OPERATIVE
PENSION FUNDS UNIT TRUST MANAGERS LIMITED ("CPFUTM") of Registered office 80
Cornhill, London, EC3V 3QP, 2. CIM FUND MANAGERS LIMITED ("CIM") of Registered
Office 80 Cornhill, London, EC3 3NJ, and 3. THE CO-OPERATIVE BANK p.l.c. ("the
Bank") of Registered Office P.O. Box 101, 1 Balloon Street, Manchester, M60 4EP
and is referred to in the Schedules hereto as "this Agreement".
1. CPFUTM hereby appoints the Bank as its general manager, such appointment
to be deemed to have taken effect on 9th January, 1982.
2. CPFUTM and the Bank hereby confirm the appointment of CIM as
administrative manager of CPFUTM with effect from 27th April, 1989 such
appointment to be in accordance with the provisions of the First Schedule
hereto.
3. CPFUTM and the Bank hereby confirm the appointment of CIM as investment
manager of CPFUTM:
(i) in respect of the Equity and Fixed Interest Unit Trusts
of CPFUTM with effect from 27th April 1989;
(ii) in respect of the International Unit Trust of CPFUTM with
effect from 12 January 1990; and
(iii) in respect of the Equity Diversification Unit Trust of CPFUTM
with effect from 30th December 1991.
***************
FIRST SCHEDULE
--------------
(1) CIM will carry out or procure the carrying out of the following
administrative functions in respect of the Unit Trusts mentioned in
clauses 3 and 4 of this Agreement (in this Schedule called "the Unit
Trusts") with effect from each of the respective dates also mentioned in
those clauses:-
***************
Page 25 of 28 Pages
<PAGE>
SECOND SCHEDULE
(1) Period of Appointment
---------------------
CIM will manage the investments of the Unit Trusts mentioned in clause 3
of this Agreement (in this Schedule called "the Unit Trusts") with effect
from each of the respective dates mentioned in that clause until either
CIM or CPFUTM gives one year's written notice to the other terminating
such management in respect of the investments of any one or more of the
Unit Trusts expiring at any time.
(2) Function
--------
CIM will manage the investments and cash of each of the Unit Trusts (in
this Schedule called "the Funds") with the object in each case of
obtaining maximum total return within the context of a general investment
policy established with CPFUTM at regular meetings. Between meetings CIM
shall have full day-to-day discretion to manage each of the Funds and to
make variations from the said policy to take account of significant
changes in investment criteria subject to prior agreement with CPFUTM or
the Bank on matters specifically instructed in writing by CPFUTM or the
Bank.
***************
(4) Fee
---
Except where otherwise specifically agreed, CPFUTM will pay CIM for its
investment services in respect of each of the Unit Trusts a fee payable
monthly in arrears on annual scales of (i) Equity (0.18) per cent; (ii)
Fixed Interest (0.15) per cent; and (iii) International (0.6) per cent,
calculated on the basis of the value of the Funds as shown by the
valuations at the end of each monthly period provided that in the case of
the Equity Unit Trust if the value exceeds one hundred million pounds the
fee on the excess over one hundred million pounds shall be (0.075) per
cent. There shall be excluded from these calculations the value of any
holdings in any company or trust from which CIM or any parent subsidiary
or associate of CIM receives an investment management fee.
***************
Page 26 of 28 Pages
<PAGE>
(7) Voting
------
CIM will not, without instructions from CPFUTM, exercise any voting rights
attaching to the securities of the Funds.
Page 27 of 28 Pages
<PAGE>
EXHIBIT 4
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, the undersigned hereby agree to the joint filing of the Schedule
13D, dated December 16, 1996, each and every amendment thereto and, if
appropriate, the joint filing of a Schedule 13G and amendments thereto in lieu
thereof.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Dated: December 16, 1996 COLONIAL MUTUAL LIFE
ASSURANCE SOCIETY LIMITED
By: /s/ Robert J. Garnsworthy
Name: Robert J. Garnsworthy
Title: Director
CIM FUND MANAGERS LIMITED
By: /s/ Damian Condon
Name: Damian Condon
Title: Director
CO-OPERATIVE WHOLESALE
SOCIETY LIMITED EMPLOYEES'
PENSION & DEATH BENEFIT SCHEME
By: /s/ J.F. Cocoran
Name: J.F. Cocoran
Title: Pensions Manager
CO-OPERATIVE
INTERNATIONAL UNIT TRUST
By: CO-OPERATIVE PENSION
FUNDS UNIT TRUST MANAGERS
LIMITED, as Managers
By: /s/ P.W. Clemence
Name: P.W. Clemence
Title: General Manager
Page 28 of 28 Pages
