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Previous: OPPENHEIMER MAIN STREET FUNDS INC, 485APOS, 1996-08-30 |
Next: SPRECKELS INDUSTRIES INC, SC 13D, 1996-08-30 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
GREAT LAKES REIT, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
390752 10 3
--------------------------------------
(CUSIP Number)
Susan J. Wilson, Esq.
Alston & Bird
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7974
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 20, 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 [X]. (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 14 Pages
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 390752 10 3 PAGE 2 OF 14 PAGES
<S> <C> <<C>
1 NAME OF REPORTING PERSON
Fortis Benefits Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7 SOLE VOTING POWER
1,054,339
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,054,339
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,054,339
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.32%
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 2 of 14 Pages
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.01 par value per share (the
"Common Stock"), of Great Lakes REIT, Inc., a Maryland corporation (the
"Company"), and to the Company's Class A Convertible Preferred Stock, par value
$0.01 per share (the "Preferred Stock"). Each share of Preferred Stock is
convertible, under certain circumstances and subject to certain restrictions,
into one share of Common Stock. The Common Stock and the Preferred Stock are
referred to herein together as the "Company Stock."
The Company's principal executive offices are located at 823 Commerce
Drive, Suite 300, Oak Brook, Illinois 60521.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Fortis Benefits Insurance Company, a
Minnesota corporation ("FBIC"). FBIC is an insurance company actively engaged
primarily in the businesses of life, disability and dental insurance. FBIC's
principal business addresses are 2323 Grand Boulevard, Kansas City, Missouri
64108, and 500 Bielenberg Drive, Woodbury, Minnesota 55125. Its principal
executive offices are located at 2323 Grand Boulevard, Kansas City, Missouri
64108.
FBIC is an indirect wholly owned subsidiary of AMEV/VSB 1990 N.V., a Dutch
corporation ("AMEV/VSB"), which is controlled by two shareholders, AG 1990
(Nederland) B.V., a Dutch corporation ("AG 1990"), and Fortis AMEV N.V., a
Dutch corporation ("Fortis AMEV"), each of which owns 50% of AMEV/VSB. AG 1990
is wholly owned by Fortis AG, a Belgian corporation ("Fortis AG"). Fortis AG
and Fortis AMEV are together the two persons ultimately in control of FBIC.
FBIC is a direct wholly owned subsidiary of Time Insurance Company, a
Wisconsin corporation ("Time"), which is a wholly owned subsidiary of
Interfinancial Inc., a Georgia corporation ("Interfinancial"), which is a wholly
owned subsidiary of Fortis, Inc., a Nevada corporation ("Fortis"), which is a
wholly owned subsidiary of Fortis International N.V., a Dutch corporation
("Fortis International"), which is a wholly owned subsidiary of Sycamore
Insurance Holding N.V., a Dutch corporation ("Sycamore"), which is a wholly
owned subsidiary of AMEV/VSB. Time is an insurance company, actively engaged in
the business of primarily health insurance; Interfinancial is an intermediate
holding company for insurance companies; Fortis is a holding company for
insurance companies and other financial services companies within the United
Stated; Fortis International and Sycamore are intermediate holding companies;
and AMEV/VSB is a holding company for insurance and financial services companies
throughout the world. Time, Interfinancial, Fortis, Fortis International,
Sycamore, AMEV/VSB, AG 1990, Fortis AG and Fortis AMEV are referred to herein
collectively as the "Affiliates."
During the past five years, to the best of FBIC's knowledge, none of its
executive officers or directors, and none of the executive officers or
directors of Fortis AG or Fortis AMEV, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
The name, business address, present principal occupation and citizenship
of each executive officer and each director of FBIC, Fortis AG and Fortis AMEV
are set forth in EXHIBITS A, B AND C hereto, respectively, which are
incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Stock Purchase Agreement described more fully in Item 6
below, the Company has granted FBIC the right to acquire an aggregate of
1,000,000 shares of Common Stock and an aggregate of 54,339 shares of Preferred
Stock for a total purchase price of $13,000,000, payable in cash. On August
20, 1996, FBIC purchased 350,000 shares of such Common Stock and 19,019 shares
of such Preferred Stock for a total purchase price of $4,550,000 paid in cash.
On October 3, 1996, FBIC shall purchase an additional 350,000 shares of Common
Stock and an additional
Page 3 of 14 Pages
<PAGE> 4
19,019 shares of Preferred Stock for a price of $4,550,000 in cash, and on
November 19, 1996, FBIC shall purchase the remaining 300,000 shares of Common
Stock and the remaining 16,301 shares of Preferred Stock for a price of
$3,900,000 in cash. The funds used by FBIC to purchase the Company Stock have
and will come from its general working capital.
ITEM 4. PURPOSE OF TRANSACTION
FBIC is acquiring the Company Stock for investment purposes and not for
the purpose of acquiring control of the Company. Except as disclosed in Item 6
of this statement relating to FBIC's right to purchase Company Stock at the
second and third closings which are scheduled to occur subsequent hereto, FBIC
does not have any current plans or proposals which relate to or would result in
any of the events described in Items (a) through (j) of Item 4 of Schedule 13D.
In addition, depending on market and other considerations, FBIC may acquire
additional Common Stock or other securities of the Company if such Common Stock
or securities become available at prices that are attractive to FBIC. On the
other hand, depending on market and other considerations, FBIC may dispose of
all or a portion of the Company Stock or other securities it now owns or may
hereinafter acquire.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Prior to execution of the Stock Purchase Agreement, none of FBIC, any of
the Affiliates, or any of the directors or executive officers of FBIC, Fortis
AMEV or Fortis AG beneficially owned any Company Stock. Other than FBIC's
acquisition of the Company Stock as described herein, none of such persons
currently beneficially owns any Company Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Company and each of FBIC, Morgan Stanley Institutional Fund, Inc. -
U.S. Real Estate Portfolio, Morgan Stanley SIVAC Subsidiary SA, Wellsford Karpf
Zarrilli Ventures, L.L.C., Logan, Inc., and Pension Trust Account No. 104972
Held by Bankers Trust Company as Trustee (FBIC and all of such other investors
are collectively the "Investors") have entered into a Stock Purchase Agreement
dated as of August 20, 1996 (the "Stock Purchase Agreement"). Pursuant to the
Stock Purchase Agreement, FBIC has the right to purchase an aggregate of
1,000,000 shares of Common Stock and 54,339 shares of Preferred Stock in three
separate closings for an aggregate purchase price of $13,000,000 in cash. The
first closing (the "First Closing") was held on August 20, 1996 at which time
FBIC purchased 350,000 shares of Common Stock and 19,019 shares of Preferred
Stock for $4,550,000 in cash. The second closing will be held on October 3,
1996, at which time FBIC shall purchase 350,000 shares of Common Stock and
19,019 shares of Preferred Stock for $4,550,000 in cash. The third closing
will be held on November 19, 1996, at which time FBIC shall purchase 300,000
shares of Common Stock and 16,301 shares of Preferred Stock for $3,900,000 in
cash.
FBIC's obligations to consummate the second and third closings discussed
above are contingent upon the satisfaction of certain conditions, specified in
the Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, FBIC is entitled, subject to
certain restrictions, to designate one individual to be nominated as a member
of the Company's Board of Directors. The Company nominated James J.
Brinkerhoff as its designee, and he was elected to the Board effective as of
the date of the First Closing.
The Company and each of the Investors are also parties to a Registration
Rights Agreement, dated as of August 20, 1996 (the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, each
of the Investors is entitled to certain rights with respect to the registration
of all Company Stock purchased pursuant to the Stock Purchase Agreement (the
"Registrable Shares") under the Securities Act of 1933, as amended (the
"Securities Act"), generally as follows:
Shelf Registration. Not later than the earlier of (i) the third
anniversary of the date of the First Closing, or (ii) the date that is
180 days after the settlement of the initial sale pursuant to the
Company's first public offering of Common Stock, the Company shall use
its best efforts to effect a shelf registration pursuant to Rule 415
of the Securities Act covering the Registrable Shares. The Company is
obligated to use its best efforts to cause such shelf registration
statement to remain in effect until the earlier of (i) the date on
which
Page 4 of 14 Pages
<PAGE> 5
all Registrable Shares have been sold under such shelf registration
statement, or (ii) if an initial public offering of newly issued
Common Stock has been consummated, which results in the Company
receiving at least $60 million of gross proceeds and in which such
Common Stock is listed for trading on a national stock exchange, the
later of (A) the date that is 12 months after such shelf registration
statement becomes effective and (B) the date that all Registrable
Shares are freely transferable pursuant to Rule 144(k) of the
regulations promulgated under the Securities Act (assuming for
purposes of calculating such period that no holder thereof is an
affiliate of the Company).
Incidental (i.e., Piggyback) Registration. In addition, the
Registration Rights Agreement provides that if the Company at any time
proposes to register any of its securities under the Securities Act on
a Form S-1, Form S-2, Form S-3 or Form S-11, the holders of
Registrable Securities are entitled to have their shares included in
such registration statement on a pro rata basis, subject to certain
other terms and conditions.
Except as stated in this Item 6, FBIC does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to the Company Stock, including, without limitation,
any agreements concerning (i) transfer or voting of any Common Stock, (ii)
finder's fees, (iii) joint ventures, (iv) loan or option arrangements, (v) puts
or calls, (vi) guarantees of profits, (vii) division of profits or losses or
(viii) the giving or withholding of proxies.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Stock Purchase Agreement and the Registration Rights
Agreement, the full texts of which are incorporated by reference to Exhibits 1
and 2 of the Current Report on Form 8-K, dated August 28, 1996, filed by
Great Lakes REIT, Inc. (Commission File No. 0-28354).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed as part of this Schedule 13D:
<TABLE>
<S> <C>
Exhibit A Name, business address, present principal occupation and citizenship of each executive officer
and director of Fortis Benefits Insurance Company
Exhibit B Name, business address, present principal occupation and citizenship of each executive officer
and director of Fortis AG
Exhibit C Name, business address, present principal occupation and citizenship of each executive officer
and director of Fortis AMEV NV
</TABLE>
Page 5 of 14 Pages
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: August 30, 1996
FORTIS BENEFITS INSURANCE COMPANY
/s/ Robert B. Pollock
------------------------------------------
Robert B. Pollock
President and Chief Executive Officer
Page 6 of 14 Pages
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page No.
- ------- ----------
<S> <C> <C>
A Name, business address, present principal occupation and citizenship of each 8
executive officer and director of Fortis Benefits Insurance Company
B Name, business address, present principal occupation and citizenship of each 10
executive officer and director of Fortis AG
C Name, business address, present principal occupation and citizenship of each 12
executive officer and director of Fortis AMEV NV
</TABLE>
Page 7 of 14 Pages
<PAGE> 8
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS BENEFITS INSURANCE COMPANY
The names of the directors and the names and titles of the
executive officers of Fortis Benefits Insurance Company ("FBIC") and their
business addresses and principal occupations are set forth below. Unless
otherwise indicated, each individual is a United States citizen.
<TABLE>
Name, Business Address Present Position with FBIC Present Principal Occupation
- ---------------------- -------------------------- ----------------------------
<S> <C> <C>
Robert B. Pollock President, Chief Executive Officer President, Chief Executive Officer
2323 Grand Boulevard and Director and Director of FBIC
Kansas City, MO 64108
Francis J. Guthrie Executive Vice President, Marketing Executive Vice President, Marketing
2323 Grand Boulevard and Sales and Sales of FBIC
Kansas City, MO 64108
Clifford S. Korte Senior Vice President, Underwriting Senior Vice President, Underwriting
2323 Grand Boulevard of FBIC
Kansas City, MO 64108
Michael J. Peninger Senior Vice President and Chief Senior Vice President and Chief
2323 Grand Boulevard Financial Officer Financial Officer of FBIC
Kansas City, MO 64108
Sylvia R. Wagner Senior Vice President, Human Senior Vice President, Human
2323 Grand Boulevard Resources & Development Resources & Development of FBIC
Kansas City, MO 64108
Robert R. Zambri Senior Vice President, General Senior Vice President, General
2323 Grand Boulevard Counsel and Secretary Counsel and Secretary of FBIC
Kansas City, MO 64108
Allen R. Freedman Chairman of the Board of Directors Chairman, Chief Executive Officer
One Chase Manhattan Plaza and Director of Fortis, Inc.
41st Floor
New York, NY 10005
Arie A. Fakkert * Director General Manager, Fortis
c/o Fortis AMEV NV International
Archimedslaan 6
3584 BA UTRECHT
The Netherlands
Thomas M. Keller Director President, Time Insurance Company
Time Insurance Company
501 West Michigan
Milwaukee, Wisconsin 53203
</TABLE>
Page 8 of 14 Pages
<PAGE> 9
<TABLE>
<S> <C> <C>
H. Carroll Mackin Director Executive Vice President of Fortis,
One Chase Manhattan Plaza Inc.
41st Floor
New York, New York 10005
Dean C. Kopperud Director President, Fortis Financial Group
Fortis Financial Group
500 Bielenberg Drive
Woodbury, MN 55125
</TABLE>
__________________
* Citizen of The Netherlands
Page 9 of 14 Pages
<PAGE> 10
EXHIBIT B
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS AG
The names of the directors and the names and titles of the
executive officers (Executive Board) of Fortis AG ("Fortis AG") and their
business addresses, principal occupations and citizenship are set forth below.
<TABLE>
Present Position With Country
Name, Business Address Fortis AG Present Principal Occupation of Citizenship
- ----------------------- --------- ---------------------------- --------------
<S> <C> <C> <C>
Maurice Lippens Chairman and Managing Chairman and Managing Belgium
c/o Fortis AG Director, Member of Executive Director of Fortis AG.
Boulevard Emile Jacqmain 53 Board
1000 Brussels
Belgium
Viscount Etienne Davignon Vice Chairman and Director, Chairman of Societe Belgium
c/o Societe Generale de Belgique Member of Executive Board Generale de Belgique.
Rue Royale 30
1000 Brussels
Belgium
Valere Croes Managing Director, Member Managing Director of Fortis AG. Belgium
c/o Fortis/Fortis AG of Executive Board
Boulevard Emile Jacqmain 53
1000 Brussels
Belgium
Frank Arts Director, Member of Investment Manager of Belgium
c/o Janssen Pharmaceutica Executive Board Janssen Pharmaceutica.
Turnhoutseweg 30
2340 Beerse
Belgium
Philippe Bodson Director, Member of Managing Director of Belgium
c/o Tractebel Executive Board Tractebel.
Place du Trone 1
1000 Brussels
Belgium
Count Michel de Broqueville Director Senior Officer of COBAC Belgium
c/o COBAC (Compagriie Belge
Rue Montoyer 15 d'Assurance-Credit).
1040 Brussels
Belgium
Viscount Jean de Jonghe d'Ardoye Director Investor Belgium
Den Booien 43 1500 Halle
Belgium
</TABLE>
Page 10 of 14 Pages
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Philippe Speeckaert Director Certified Public Belgium
Welriekendedreef 29 Accountant
3090 Overijse
Belgium
Bernard t'Serstevens Director Investor Belgium
Metsterenweg 135
Chateau de Mielen Metsieren
3800 Sint-Truiden
Belgium
Klaus Wendel Director Director of Societe The Netherlands
c/o Societe Generale de Belgique Generale de Belgique.
Rue Royale 30
1000 Brussels
Belgium
Piet Van Waeyenberge Director, Member Chairman of Asphales, S.A.; Belgium
c/o Asphales of Executive Board Chairman of V.E.V. (Vlaams
Eikelenbergstraat 20 Economisch Verbond -
1710 Dilbeek Flemish Economic
Belgium Association, a body of
Flemish Executives);
Chairman of De Eik and
Ecoval (family-owned Food
Trading Companies).
Yasuyuki Wakahara Director Executive Director of Japan
c/o Asahi Mutual Life Insurance Asahi; President of Asahi
Company Mutual Life Insurance
7-3, Nishi-Shinjuku 1-Chome Company.
Skinjuku-ku
Tokyo, 163-91
Japan
Henjo J. Hielkema Director, Member Chairman of Executive Board The Netherlands
c/o Fortis AMEV NV of Executive Board of Fortis Nederland NV;
Archimedeslaan 6 Member of Executive Board
3584 BA Utrecht of Fortis AMEV NV.
The Netherlands
Philippe Loitier Director, Member Managing Director of France
c/o Societe Generale de Belgique of Executive Board Societe- Generale de
Rue Royale, 30 Belgique.
1000 Brussels
Belgium
Ernesto Jutzi Director Director of Compagnie Switzerland
Speerstrasse 23 Suisse de Reassurances
CH-8832 Wilen Wollerau
Switzerland
Adriaan Willem Overwater Director Chairman of the Board of The Netherlands
Cicerostrat 5 Fortis AMEV NV
5216 CC's Hertogenbosch
The Netherlands
</TABLE>
Page 11 of 14 Pages
<PAGE> 12
EXHIBIT C
EXECUTIVE OFFICERS AND DIRECTORS
OF
FORTIS AMEV N.V.
The names of the directors (Supervisory Board) and the names
and titles of the executive officers (Executive Board) of Fortis AMEV N.V.
("Fortis AMEV") and their business addresses, principal occupations and
citizenship are set forth below.
<TABLE>
<CAPTION>
Present Position With Country
Name, Business Address Fortis AMEV Present Principal Occupation of Citizenship
- ----------------------- ----------- ---------------------------- --------------
<S> <C> <C>
Adriaan Willem Overwater Chairman of Chairman of the Supervisory The Netherlands
Cicerostraat 5 Supervisory Board Board of Fortis AMEV.
5216 CC 's-Hertogenbosch
The Netherlands
Andreas van de Beek Member of Supervisory Managing Director of The Netherlands
c/o Stichting VSB Fonds Board Stichting VSB Fonds.
Maliebaan 14
3581 CN UTRECHT
The Netherlands
Jacob Rienk Glasz Member of Supervisory Chairman of the Law Firm The Netherlands
c/o Trenite van Doorne, Board of Partnership
advocaten en notarissen Trenite van Doome
De Lairessestraat 133
1075 HJ AMSTERDAM
The Netherlands
Johannis Kraaijeveld van Hemert Member of Supervisory Former President of the The Netherlands
Grote Kerksbuurt 36 Board Executive Board and Member
3311 CB DORDRECHT of the Supervisory Board of
The Netherlands Koninklijke, Bos Kalis
Westminster Groep N.V.,
Papendrecht (off-shore
construction).
</TABLE>
Page 12 of 14 Pages
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
Philippe Speeckaert Member of Supervisory Certified Public Accountant Belgium
Welriekendedreef 29 Board
3090 Overijse
Belgium
Piet Van Waeyenberge Member of Supervisory Chairman of Asphales, S.A.; Belgium
c/o Asphales Board Chairman of V.E.V. (Vlaams
Eikelenbergstraat 20 Economisch Verbond -
1710 DILBEEK Flemish Economic
Belgium Association, a body of
Flemish Executives);
Chairman of De Eik and
Ecoval (family-owned Food
Trading Companies).
Gerrit Wilmink Member of Supervisory Member of the Committee of The Netherlands
Prins Bemhardlaan 8a Board Arbitration of the Council
1942 AA BEVERWIJK of Arbitration for
The Netherlands Nijverheid en Handel;
Member of the Supervisory
Board of Bouwcentrum B.V.
and Kaasfabriek Eyssen
v.o.f.
Annemieke J.M. Roobeek Member of Supervisory Professor of Technology and The Netherlands
Europaplein 115 Board Economy at Nijenrode
1079 AX Amsterdam University; Senior Research
The Netherlands Fellow of the Royal
Netherlands Academy of Art
and Sciences (KNAW) at the
Faculty of Economics and
Econometrics of the
University of Amsterdam.
Hans Bartelds Chairman of Executive Board Chairman of Executive Board The Netherlands
c/o Fortis/Fortis AMEV NV of Fortis AMEV.
Archimedeslaan 6
3584 BA UTRECHT
The Netherlands
Joop Feilzer Member of Executive Board Member of Executive Board The Netherlands
c/o Fortis/Fortis AMEV NV of Fortis AMEV.
Archimedeslaan 6
3584 BA UTRECHT
The Netherlands
</TABLE>
Page 13 of 14 Pages
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Valere Croes Member of Executive Board Managing Director of Fortis Belgium
c/o Fortis/Fortis AG AG.
Boulevard Emile Jacqmain 53
1000 Brussels
Belgium
Henjo Hielkema Member of Executive Board Chairman of Executive Board The Netherlands
c/o Fortis AMEV NV of Fortis Nederland NV;
Archimedeslaan 6 Member of Executive Board
3584 BA UTRECHT of Fortis AMEV.
The Netherlands
L.J. (Bert) Beugelsdijk Member of Executive Board Member of Executive Board The Netherlands
c/o Fortis/Fortis AMEV NV of Fortis AMEV; Chairman of
Archimedeslaan 6 board of management of AMEV
3584 BA Utrecht Nederland NV.
The Netherlands
Robert A.H. van der Meer Member of Executive Board Member of Executive Board The Netherlands
c/o Fortis/Fortis AMEV NV of Fortis AMEV; Member of
Archimedeslaan 6 Executive Board of Fortis
3584 BA Utrecht Nederland NV.
The Netherlands
Nicolaas Jon Westdijk Member of Supervisory Board Chairman of Managing Board The Netherlands
c/o Koninlijke Pakhoed N.V. of Royal Pakhoed N.V.
Postbus 863
3000 AW Rotterdam
The Netherlands
Johannes Jacobus Sleehte Member of Supervisory Board President of Shell The Netherlands
c/o Shell Nederland B.V. Nederland B.V.
Postbus 1222
3000 BE Rotterdam
The Netherlands
Kees Rutten Director Managing Director of The Netherlands
c/o Fortis Nederland Fortis Nederland
3584 BA Utrecht
The Netherlands
</TABLE>
Page 14 of 14 Pages
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