<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
International Microcomputer Software, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
-------------------------------------
(Title of Class of Securities)
459862306
-------------------
(CUSIP Number)
Andrew S. Paul, Esq.
c/o Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, New York 10006
(212) 602-6700
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1996
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1
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- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Investment Corporation
TIN: 22-2514825
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 126,550
EACH --------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
10 SHARED DISPOSITIVE POWER
126,550
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
126,550
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
Page 2
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Tudor Jones, II
TIN:
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
United States of America
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 132,250
EACH --------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
10 SHARED DISPOSITIVE POWER
132,250
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
132,250
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
Page 3
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund Ltd.
TIN: n/a
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
Cayman Islands
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 49,175
EACH --------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
10 SHARED DISPOSITIVE POWER
49,175
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
49,175
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
Page 4
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund L.P.
TIN: 13-3735415
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,075
EACH -----------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------
10 SHARED DISPOSITIVE POWER
22,075
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,075
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
Page 5
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Arbitrage Partners L.P.
TIN: 13-3496979
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,700
EACH --------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
10 SHARED DISPOSITIVE POWER
5,700
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,700
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
Page 6
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Global Trading LLC
TIN: 13-3862744
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,700
EACH -----------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------
10 SHARED DISPOSITIVE POWER
5,700
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,700
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------
Page 7
<PAGE>
- ---------------------
CUSIP NO. 459862306
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor BVI Futures, Ltd.
TIN: n/a
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
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
British Virgin Islands
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 55,300
EACH --------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------
10 SHARED DISPOSITIVE POWER
55,300
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
55,300
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
Page 8
<PAGE>
This Amendment No. 3, dated October 10, 1996, filed by Tudor Investment
Corporation, a Delaware corporation ("TIC"), Paul Tudor Jones, II, a natural
person and a citizen of the United States ("Mr. Jones"), Tudor Global Trading
LLC, a Delaware limited liability company ("TGT"), The Raptor Global Fund Ltd.,
a company organized under the laws of the Cayman Islands ("Raptor Ltd."), The
Raptor Global Fund L.P., a Delaware limited partnership ("Raptor L.P."), Tudor
Arbitrage Partners L.P., a Delaware limited partnership ("TAP"), Tudor BVI
Futures, Ltd., a corporation organized under the laws of the British Virgin
Islands ("Tudor BVI", and collectively with TIC, Mr. Jones, TGT, Raptor Ltd.,
Raptor L.P., and TAP, the "Reporting Persons") amends and restates the Schedule
13D, dated February 17, 1994, as amended, filed by the Reporting Persons and
Danforth, L.P. ("Danforth") with respect to the common stock, no par value (the
"Common Stock"), of International Microcomputer Software, Inc., a California
corporation (the "Company") /*/ The summaries of information on schedules
attached hereto are qualified in their entirety by reference to such schedules,
which are incorporated by reference herein.
Item 1. Security and Issuer
-------------------
This Schedule 13D relates to the Common Stock. The Company's
principal executive offices are located at 1895 East Franciso Boulevard, San
Rafael, CA 94901.
Item 2. Identity and Background.
-----------------------
The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor L.P.,
TAP, TGT, and Tudor BVI. The business address of each of TIC, Mr. Jones,
Raptor L.P., TAP, and TGT is c/o Tudor Investment Corporation, 600 Steamboat
Road, Greenwich, CT 06830. The business address of each of Raptor Ltd. and
Tudor BVI is c/o Curacao International Trust Company N.V., Kaya Flamboyan 9,
Curacao, Netherlands Antilles.
Effective as of July 31, 1995, TIC ceased to provide investment
advisory services to Danforth. Accordingly, Danforth is no longer included as
a Reporting Person.
- -----------------------
/*/ For purposes of this Statement on Schedule 13D the Reporting Persons have
filed as a "group". Nevertheless, the Reporting Persons hereby disclaim that
they are members of a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose.
Page 9
<PAGE>
TIC is an international money management firm that engages in
proprietary trading and provides investment advice to Raptor Ltd., Raptor
L.P., and Tudor BVI, among others.
Mr. Jones' principal employment is as Chairman and Chief Executive
Officer of TIC of which he owns a majority of the capital stock and voting
securities.
Each of Raptor Ltd., Raptor L.P., TAP, and Tudor BVI is an investment
fund which principally invests in debt, equity, derivative securities, and
other financial instruments for the benefit of the holders of its partnership,
stock, and other capital securities.
TGT is the sole general partner of TAP and TIC is the sole general
partner of Raptor L.P.
The name, residence or business address, present principal occupation
or employment, the name, principal business, and address of any corporation or
other organization in which such employment is conducted and the citizenship
of each natural person that is a director or executive officer of TIC, TGT,
Raptor Ltd. or Tudor BVI is set forth on Schedule I hereto and is incorporated
by reference herein.
During the last five years, none of the Reporting Persons, or to the
best knowledge and belief of the Reporting Persons, any of the individuals
listed on Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any Reporting Person or any person listed on
Schedule I was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such law, except as follows:
On September 12, 1996, TIC settled a proceeding with the Securities
and Exchange Commission (the "SEC") relating to alledged violations of the
"uptick rule" in connection with certain sales of stock over a two day period
in March 1994. Without admitting or denying the SEC's findings, TIC paid a
civil penalty of $800,000, and agreed not to violate the uptick rule in the
future.
Page 10
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The shares of Common Stock beneficially owned by each of Raptor Ltd.,
Raptor L.P., TAP, and Tudor BVI were acquired in open market purchases for
cash on the dates and for the prices set forth on Schedule II hereto. The
sources of the funds used to purchase the shares of Common Stock by each of
the Reporting Persons were (i) capital contributions to such Reporting Person,
(ii) the proceeds of transactions with respect to prior investments held by
such Reporting Persons, and (iii) cash borrowed pursuant to margin loans with
Morgan Stanley & Co. Incorporated, which are secured by all of the shares of
Common Stock held by such Reporting Person.
Item 4. Purpose of Transaction.
----------------------
Each of Raptor Ltd., Raptor L.P., TAP, and Tudor BVI initially
acquired the Common Stock beneficially owned by such Reporting Person for
investment purposes. Each of such Reporting Persons intends to continue to
evaluate their respective investments in Common Stock based on the Company's
financial condition, results of operations, and prospects as well as other
then existing or anticipated facts and circumstances including general
economic, market, and other financial conditions. Accordingly, each of the
Reporting Persons reserves the right to change its plans and intentions with
respect to its investment in securities of the Company at any time, as it
deems appropriate. In particular, each of the Reporting Persons may at any
time and from time to time (i) acquire additional shares of Common Stock, (ii)
dispose of Common Stock, or (iii) enter into privately negotiated derivative
transactions with institutional counterparties to hedge the market risk of
some or all of its positions in the Common Stock. There can be no assurance
that any Reporting Person will increase or decrease his investment in the
Company or as to the number of shares of Common Stock or derivative securities
that may be bought or sold in any such transactions.
Page 11
<PAGE>
Except as set forth in this Schedule 13D, none of the Reporting
Persons currently has any plans or proposals which relate to or would result
in any of the transactions, actions or events enumerated in paragraphs (a)
through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Attached hereto as Schedule II is a list of the transactions by each
of the Reporting Persons in Common Stock since May 18, 1995.
Because TIC is the sole general partner of Raptor L.P. and provides
investment advisory services to Raptor Ltd., Raptor L.P., and Tudor BVI, TIC
may be deemed to beneficially own the shares of Common Stock owned by each of
such Reporting Persons. TGT, as the sole general partner of TAP, may be
deemed to beneficially own the shares of Common Stock owned by TAP. In
addition, because Mr. Jones owns a majority of the capital stock and voting
securities of TIC, and indirectly owns a majority of the equity interests of
TGT, Mr. Jones may be deemed to beneficially own the shares of Common Stock
deemed beneficially owned by TIC and TGT.
Based on information contained in the Company's 10-K for the year
ended June 30, 1996 that there were 3,273,258 shares of Common Stock issued
and outstanding as of September 16, 1996, each Reporting Person beneficially
owns (or, with respect to TIC, Mr. Jones, and TGT, may be deemed to
beneficially own) the number and percentage of outstanding shares of Common
Stock listed in the responses to Items 11 and 13, respectively, of the cover
page filed herewith for such Reporting Person. In addition, the number of
shares of Common Stock beneficially owned (or, with respect to TIC, Mr. Jones,
and TGT, which may be deemed beneficially owned) by each Reporting Person with
respect to which such 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 for such Reporting Person. The voting and
dispositive power is reported as shared because each of the Reporting Persons
(other than TIC, Mr. Jones, and TGT) has the power to remove TIC or TGT as its
investment advisor or general partner, as the case may be. Each of Raptor
Ltd., Raptor L.P., TAP, and Tudor BVI expressly disclaims beneficial ownership
of the shares of Common Stock beneficially owned by any other Reporting Person
and each of TIC, Mr. Jones, and TGT disclaims beneficial ownership of the
Common Stock beneficially owned by Raptor Ltd., Raptor L.P., TAP, and Tudor
BVI.
Page 12
<PAGE>
Following the sales reported on Schedule II, none of the Reporting
Persons remained the beneficial owner, pursuant to Rule 13(d)(1)(i), of more
than 5% of the Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
-------------------------------------------
Except as set forth in this Amendment, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships with respect
to the securities of the Company.
Item 7. Material to Be Filed as Exhibits
--------------------------------
(1) Joint Filing Agreement (previously filed)
Page 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true,
complete, and correct.
Dated: October 10, 1996
TUDOR INVESTMENT CORPORATION
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
/s/ Paul Tudor Jones, II
----------------------------
Paul Tudor Jones, II
THE RAPTOR GLOBAL FUND LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
THE RAPTOR GLOBAL FUND L.P.
By: TUDOR INVESTMENT CORPORATION,
General Partner
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
Page 14
<PAGE>
TUDOR ARBITRAGE PARTNERS L.P.
By: TUDOR GLOBAL TRADING LLC,
General Partner
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
By: TUDOR GLOBAL TRADING LLC
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
TUDOR BVI FUTURES, LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
Page 15
<PAGE>
Schedule I
EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
I. TIC
The name, residence or business address, present principal
occupation or employment, the name, principal business, and address of any
corporation or other organization in which such employment is conducted and
the citizenship of each executive officer or director of TIC is set forth
below. Unless otherwise indicated (i) the principal occupation or employment
of such person is as an executive officer or director of TIC, (ii) the
business address of such person is c/o TIC at the address of TIC set forth
under Item 2 of this Schedule 13D, (iii) such person is a citizen of the
United States, and (iv) to the knowledge of the Reporting Persons, such person
does not beneficially own and has not had any transactions in the Common
Stock.
Principal Occupation/
Name Business Address
- ---- -----------------------------
Paul Tudor Jones, II/*/ Chairman/ of the Board of Directors, Chief
Executive Officer of TIC.
Mark F. Dalton Director, President, and Chief
Operating Officer of TIC.
Patrick A. Keenan Director, Vice President, and Chief
Financial Officer of TIC.
Mark A. Heffernan Director of TIC. Mr. Heffernan trades in
Citizen of United securities and other financial instruments
Kingdom for Tudor Proprietary Trading L.L.C., The Upper
Mill, Kingston Road, Ewell, Surrey KT17 2AF,
England.
Andrew S. Paul Director, Vice President, General
Counsel, and Corporate Secretary of TIC.
Richard L. Fisher Director of TIC. Mr. Fisher is Senior Vice
President of Dunavant Enterprises, Inc., 3797
Getwell Road, Memphis, TN 38118.
- -----------------------
/*/See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
Page 16
<PAGE>
II. RAPTOR LTD.
The name, residence or business address, present principal occupation
or employment, the name, principal business, and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Raptor Ltd. is set forth below. Unless
otherwise indicated (i) the principal occupation or employment of such person is
as set forth below, (ii) the business address of such person is c/o Inter
Caribbean Services Ltd., (iii) such person is a citizen of the country set forth
below, and (iv) to the knowledge of the Reporting Persons, such person does not
beneficially own and has not had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -----------------------------
Inter Caribbean Services Ltd. Director of Raptor Ltd. The principal
Incorporated in British place of business of Inter Caribbean
Virgin Islands Services Ltd. is c/o Curacao International
Trust Company N.V. ("CITCO"), Kaya
Flamboyan 9, Netherlands Antilles.
Bernard A. Loze Director of Raptor Ltd. Chairman and Chief
Citizen of France Executive Officer of Loze et Associes, 43,
Avenue Marceau, Paris 75116, France, which
is a consulting firm that provides financial
and investment advice to international
clients.
Arpad A. Busson Director of Raptor Ltd. Chairman of European
Citizen of France Investment Managers, c/o Harney, Westwood &
Riegels, P.O. Box 71, Road Town, Tortola,
British Virgin Islands, which is a consulting
and money management firm.
Page 17
<PAGE>
III. TUDOR GLOBAL TRADING LLC
The name and present principal occupation or employment of each
executive officer of TGT is set forth below. The business address of such
person is c/o TIC at the address of TIC set forth under Item 2 of this Schedule
13D, each such person is a citizen of the United States and to the knowledge of
the Reporting Persons, such person does not beneficially own and has not had any
transactions in the Common Stock.
Name Principal Occupation/
- ---- -----------------------------
Paul Tudor Jones, II/*/ Chairman of the Board of Directors, Chief Executive
Officer of TIC.
Mark F. Dalton Director, President, and Chief Operating Officer of
TIC.
Patrick A. Keenan Director, Vice President, and Chief Financial
Officer of TIC.
Andrew S. Paul Director, Vice President, General Counsel, and
Corporate Secretary of TIC.
- -----------------------
/*/See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
Page 18
<PAGE>
IV. TUDOR BVI
The name, residence or business address, present principal occupation
or employment, the name, principal business, and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Tudor BVI is set forth below. To the
knowledge of the Reporting Persons, the below listed persons neither currently
beneficially own nor have had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -----------------------------
Inter Caribbean Services Ltd. Director of Tudor BVI. See information under
Raptor Ltd.
David P. d'Abrumenil Director of Tudor BVI.
Citizen of United Kingdom Chairman, Lionspring Enterprises Limited, 36
John Street, London WC1N 2AT, England, which
is a financial consulting firm.
Jean-Pierre Jacquemoud Director of Tudor BVI. Attorney,
Citizen of Switzerland Jacquemoud & Stanislas, 2, rue Bellow,
Geneva 1206, Switzerland.
Bernard A. Loze Director of Tudor BVI. See information under
Raptor Ltd.
Arpad A. Busson Director of Tudor BVI. See information under
Raptor Ltd.
Page 19
<PAGE>
Schedule II
TRANSACTIONS
All shares of Common Stock were purchased or sold in open market
transactions for cash.
Tudor BVI
- ---------
Date Transaction # Shares $/Share
- ------- ----------- -------- --------
4/29/96 Sale 16,400 $9.000
6/10/96 Purchase 2,900 $10.000
9/27/96 Sale 14,300 $10.750
9/27/96 Sale 3,800 $11.0799
10/1/96 Sale 14,600 $10.3214
10/3/96 Sale 8,800 $10.875
10/3/96 Sale 3,700 $10.7708
Total Common Stock beneficially owned as of
the date this Schedule 13D: 55,300
Raptor L.P.
- -------------
Date Transaction # Shares $/Share
- ------- ----------- -------- --------
4/29/96 Sale 5,600 $9.000
6/10/96 Purchase 400 $10.000
9/27/96 Sale 4,200 $10.750
9/27/96 Sale 1,500 $11.0799
10/1/96 Sale 5,900 $10.3214
10/3/96 Sale 3,500 $10.875
10/3/96 Sale 1,500 $10.7708
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 22,075
Page 20
<PAGE>
TAP
- ---
Date Transaction # Shares $/Share
- ------- ----------- -------- --------
4/29/96 Sale 2,200 $9.000
6/10/96 Sale 4,600 $10.000
9/27/96 Sale 1,500 $10.750
9/27/96 Sale 300 $11.0799
10/1/96 Sale 1,500 $10.3214
10/3/96 Sale 900 $10.875
10/3/96 Sale 400 $10.7708
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 5,700
Raptor Ltd.
- -----------
Date Transaction # Shares $/Share
- ------- ----------- -------- --------
4/29/96 Purchase 24,200 $9.000
6/10/96 Purchase 1,300 $10.000
9/27/96 Sale 500 $11.0799
10/1/96 Sale 13,000 $10.3214
10/3/96 Sale 7,800 $10.875
10/3/96 Sale 3,400 $10.7708
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 49,175
Page 21
