CUSIP No. 206156101 Page 1 of 20 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CONCORD CAMERA COMPANY
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
206156101
- -------------------------------------------------------------------------------
(CUSIP Number)
VC HOLDINGS, INC.
245 Park Avenue
New York, New York 10167
(212) 867-3800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
March 31, 1997
- -------------------------------------------------------------------------------
(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>
CUSIP No. 206156101 Page 2 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
TRILON DOMINION PARTNERS, L.L.C. 13-3838873
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------------
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
-----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 589,806
----------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY ----------------
EACH 9. SOLE DISPOSITIVE POWER 589,806
REPORTING ----------------
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,806
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
-----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 206156101 Page 3 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
VC HOLDINGS, INC. 13-3838864
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
-----------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------------
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
-----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 589,806
SHARES ----------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
----------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 0 -
----------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 589,806
----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,806
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 206156101 Page 4 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
RONALD W. CANTWELL
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
-----------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------------
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 Citizen
-----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 589,806
SHARES ----------------
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
----------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 0 -
----------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 589,806
----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,806
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
-----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 206156101 Page 5 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION CAPITAL, INC. 54-1348068
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
-----------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
-----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
---------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
---------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 0 -
---------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 589,806
---------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |X|
See Item 5
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
-----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
-----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 206156101 Page 6 of 20 Pages
1. NAME OF REPORTING PERSON S.S. OR ISR
IDENTIFICATION NO. OF ABOVE PERSON
DOMINION RESOURCES, INC.
54-1229715
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
-----------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
-----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER - 0 -
----------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
----------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 0 -
----------------
REPORTING
PERSON WITH 10. SHARES DISPOSITIVE POWER 589,806
----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |X|
See Item 5
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
-----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
-----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 206156101 Page 7 of 20 Pages
Amendment No. 3 to Schedule 13D
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this is the first electronic amendment to a paper format
Schedule 13D originally filed by Dominion Resources, Inc., a Virginia
corporation ("Resources"), and Dominion Capital, Inc., a Virginia corporation
("Capital"), dated August 22, 1994 (the "Original Statement"), as amended and
supplemented by Amendment No. 1, dated January 16, 1995 ("Amendment No. 1") and
Amendment No. 2, dated July 31, 1995 ("Amendment No. 2") and accordingly amends
and restates the text of the Original Statement, Amendment No. 1 and Amendment
No. 2. However, pursuant to Rule 13d-2(c) this amended and restated Schedule 13D
does not set forth the previously filed paper exhibits. This statement (the
"Statement") is being filed by Trilon Dominion Partners, L.L.C., a Delaware
limited liability company, formerly known as Venture Capital Equities, L.L.C.
(the "LLC") pursuant to Rule 13d-2(a) under the Act as a result of the sale by
the LLC of part of its position in the Common Stock (as defined below) of the
Issuer (as defined below) as more fully described below.
Item 1. Security and Issuer
The LLC hereby amends, supplements and restates the statement on
Schedule 13D relating to the common stock, no par value (the "Common Stock") of
Concord Camera Company (the "Issuer"), as originally filed by Resources and
Capital.
Item 2. Identity and Background
This Statement is being filed by the LLC, VC Holdings, Inc., a Delaware
corporation ("VC Holdings"), Ronald W. Cantwell ("Mr. Cantwell"), Capital and
Resources.
The LLC is a Delaware limited liability company. Its principal business
address and the address of its principal office is 245 Park Avenue, New York New
York 10167. The LLC was formed for the purpose of acquiring a diversified
portfolio of venture capital investments. The sole Manager of the LLC is VC
Holdings, which wholly owns 100% of the voting Class A membership in the LLC.
The only other member of the LLC is Capital, which holds a non-voting Class B
membership interest in the LLC.
VC Holdings is a Delaware corporation, its principal business address
and the address of its principal office is 245 Park Avenue, New York, New York
10167. VC Holdings is the sole Manager and the holder of 100% of the voting
interests of the LLC and was formed for the purpose of acting in such capacity.
Mr. Cantwell is the sole shareholder of VC Holdings.
Mr. Cantwell is a citizen of the United States. His principal business
address and the address of his principal
<PAGE>
CUSIP No. 206156101 Page 8 of 20 Pages
office is 245 Park Avenue, New York, New York 10167. Mr. Cantwell is the
President of VC Holdings.
Capital is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Capital was established in 1985 as a subsidiary of Resources to provide
investment management services and specialized finance advice to Resources and
its other non-regulated subsidiaries. Capital owns a non-voting Class B
membership interest in the LLC. Capital is a wholly-owned subsidiary of
Resources.
Resources is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Resources is a holding company. Its subsidiaries are principally involved
in the electric power business and are also active in the real estate and
investment management businesses.
The directors and executive officers of VC Holdings, Capital and
Resources are set forth on Schedules I, II, and III, respectively attached
hereto. Schedules I, II and III set forth the following, information with
respect to each such person.
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(iv) citizenship.
During the last five years, none of the LLC, VC Holdings, Mr. Cantwell,
Capital, Resources or any person named in Schedules I, II or III attached hereto
has been (a) convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) or (b) 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, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As a result of a series of open market transactions during 1994 and
1995, Capital accumulated a position of 927,306 shares of the Common Stock of
the Issuer, which was purchased by Capital for an aggregate cash consideration
of $4,192,056. The source of such funds was the working capital of Capital, On
June 30, 1995, Capital contributed such shares (as part of a specified
investment portfolio) to the LLC in exchange for a non-voting Class B membership
interest in the LLC. See Items 5 and 6 below.
<PAGE>
CUSIP No. 206156101 Page 9 of 20 Pages
Item 4. Purpose of Transaction.
The shares referred to in Item 5 below were acquired by the LLC for
investment purposes. At any time the LLC may determine to dispose of some or all
of its holdings of Common Stock of the Issuer. Any decision by the LLC to
dispose of some or all of its holdings of Common Stock of the Issuer will
depend, however, on numerous factors, including, without limitation, the price
of shares of Common Stock of the Issuer, the terms and conditions relating to
their sale, the prospects and profitability of the Issuer, other business and
investment alternatives of the LLC and general economic and market conditions.
The LLC has no present intention to influence or direct the Issuer's affairs,
modify its corporate structure or interfere with the business decisions of its
management. The LLC may, however, determine to seek representation on the
Issuer's Board of Directors. In addition, the LLC anticipates discussing with
management of the issuer ways to enhance shareholder value. At present, the LLC
does not know how such discussions will affect the Issuer's course of conduct
with respect to its investment in the Issuer.
Except as set forth above, none of the Reporting Persons nor, to the
best knowledge of such persons, any executive officer or director or any of the
Reporting Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or in dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above. The Reporting
Persons may formulate plans or proposals with respect to one or more of the
foregoing in the future.
Item 5. Interest in Securities of the Issuer.
(a) Currently, the LLC is the registered and direct beneficial owner of
589,806 shares of Common Stock of the Issuer, representing as of April 8, 1997
approximately 5.42% of the outstanding shares of Common Stock of the Issuer.
<PAGE>
CUSIP No. 206156101 Page 10 of 20 Pages
At the time of the Original Statement, Capital directly owned 762,306
shares of Common Stock, constituting approximately 7.3% of the outstanding
shares of Common Stock of the Issuer. At the time of Amendment No. 1, Capital
directly owned 927,306 shares of Common Stock, constituting approximately 8.9%
of the outstanding shares of Common Stock of the Issuer. At the time of
Amendment No. 2, Capital directly owned and transferred to the LLC 927,306
shares of Common Stock, constituting approximately 8.9% of the outstanding
shares of Common Stock of the Issuer.
(b) The LLC has voting and dispositive power with respect to the
589,806 shares of Common Stock by virtue of its direct ownership of such shares.
VC Holdings may be considered to be an indirect beneficial owner of
such shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of 100% of the voting interest
of the LLC and its status as sole Manager of the LLC.
Mr. Cantwell may be considered to be an indirect beneficial owner of
such shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of his ownership of all of the voting stock of
VC Holdings.
Capital may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership interest in the LLC, which
ownership interest entitles Capital to veto (except in certain limited
circumstances) any sale of such shares of Common Stock by the LLC for a purchase
price below the agreed fair market value of such shares at the time of their
contribution to the LLC. Capital disclaims, however, any indirect beneficial
ownership interest in the shares of Common Stock owned directly by the LLC.
Resources may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of all of the voting stock of
Capital. Resources disclaims, however, any indirect beneficial ownership
interest in the shares of Common Stock owned directly by the LLC.
Except as described herein, none of VC Holdinqs, Mr. Cantwell, Capital,
Resources or any other person referred to in Schedules I, II or III attached
hereto may be considered direct beneficial owners of shares of Common Stock.
None of VC Holdings, Mr. Cantwell, Capital, Resources or any other person
referred to in Schedu1es I, II or III has acquired or disposed of any shares of
Common Stock during the past sixty days.
(c) Since filing Amendment No. 2, several open market transactions have
reduced the number of outstanding shares held by the LLC, as listed below:
<PAGE>
CUSIP No. 206156101 Page 11 of 20 Pages
<TABLE>
<CAPTION>
Date Buy/Sell Shares Consideration Aggregate Percentage of outstanding
ownership shares*
position
<S> <C> <C> <C> <C> <C>
7/31/95 927,306 8.52%
9/14/95 Sell 65,000 $415,834.00 862,306 7.93%
9/15/95 Sell 25,000 $156,809.00 837,306 7.70%
3/31/97 Sell 100,000 $220,993.00 737,306 6.78%
4/1/97 Sell 10,000 $22,099.00 727,306 6.68%
4/2/97 Sell 10,000 $21,249.00 717,306 6.59%
4/3/97 Sell 20,000 $40,449.00 697,306 6.41%
4/4/97 Sell 10,000 $20,224.00 687,306 6.32%
4/7/97 Sell 75,000 $161,215.00 612,306 5.63%
4/8/97 Sell 22,500 $47,849.00 589,806 5.42%
</TABLE>
*Based on the number of shares of Common Stock outstanding as of
February 10, 1997
(d) Not applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
VC Holdings is the owner of a voting Class A membership interest in the
LLC, representing 100% of the voting interests of the LLC. VC Holdings is also
the sole Manager of the LLC. Capital is the only other member of the LLC and is
the owner of a non-voting Class B membership interest. Pursuant to the Operating
Agreement for the LLC, formerly known as Venture Capital Equities, L.L.C., dated
as of June 30, 1995, between VC Holdings and Capital (the "Operating
Agreement"), a copy of which was filed as Exhibit A to Amendment No. 2, VC
Holdings has the full, exclusive and complete power and authority to make all
decisions regarding the management and sale of the LLC's investment portfolio
(including the shares of Common Stock of the Issuer), except that the consent of
Capital is required (except in certain limited circumstances) for the sale of
any investment (including the shares of Common Stock) by the LLC for a purchase
price below the agreed fair market value of such investment at the time of its
contribution to the LLC.
Pursuant to the Operating Agreement, net cash flow from the LLC (after
provision for the LLC's operating expenses, including the payment of an annual
management fee to VC Holdings) shall be distributed in the following order of
priority: first, to Capital and VC Holdings in proportion to their respective
unrecovered capital contributions; second, to Capital until it has received a
<PAGE>
CUSIP No. 206156101 Page 12 of 20 Pages
preferred return on its unrecovered capital contributions equal to 3% in year
one, 5% in year two and 8% thereafter; and the balance, 50% to Capital and 50%
to VC Holdings.
The foregoing summary of certain provisions of the Operating Agreement
is not intended to be complete and is qualified in its entirety by the complete
text of such document which is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons and (to the
best of the Reporting Persons' knowledge) none of the persons named in Schedules
I, II or III hereto has any contracts, arrangements, understandings or
relationships (lega1 or otherwise) with any person with respect to, any
securities of the Issuer, including but not limited to, any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit A - Operating Agreement for the LLC,
formerly known as Venture Capital Equities,
L.L.C., dated as of June 30, 1995 filed as
an Exhibit to Amendment No. 2.
<PAGE>
CUSIP No. 206156101 Page 13 of 20 Pages
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.
April 10, 1997 TRILON DOMINION PARTNERS, L.L.C.
By: VC HOLDINGS, Inc.,
its Manager
By: /s/ Ronald W. Cantwell
------------------------
Name: Ronald W. Cantwell
Title: President
VC HOLDINGS, INC.
By: /s/ Ronald W. Cantwell
-----------------------
Name: Ronald W. Cantwell
Title: President
/s/ Ronald W. Cantwell
----------------------
Ronald W. Cantwell
DOMINION CAPITAL, INC.
By: /s/ Daniel A. Hillsman, Jr.
----------------------------
Name: Daniel A. Hillsman, Jr.
Title: Vice President
DOMINION RESOURCES, INC.
By: /s/ Linwood R. Robertson
-------------------------
Name: Linwood R. Robertson
Title: Senior Vice President
<PAGE>
CUSIP No. 206156101 Page 14 of 20 Pages
Schedule I
----------
The name and present principal occupation of each of the executive
officers and directors of VC Holdings are set forth below. Unless otherwise
noted, each of these persons are United States citizens and have as their
business address at 245 Park Avenue, New York, New York 10017.
<TABLE>
<CAPTION>
Principal
Position with Occupation
Name VC Holdings and Address
---- -------------- -----------
<S> <C> <C>
Ronald W. Cantwell President and Same
Director
Jack R. Sauer Vice President, Same
Chief Financial
Officer, Assistant
Secretary, Director
Scott H. Flamm Senior Managing Same
Director
William P. Gendron Secretary and Same
Treasurer
</TABLE>
<PAGE>
CUSIP No. 206156101 Page 15 of 20 Pages
Schedule II
-----------
Executive Officers and Directors of
Dominion Capital, Inc.
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- -------------
<S> <C> <C>
Thos. E. Capps Director, See Schedule III
David L. Heavenridge President, Chief See Schedule III
Executive Officer
and Director
Henry C. Riely Corporate Secretary Corporate Secretary
of Capital; an Assistant Corporate
Secretary of
Resources and other
direct and indirect
subsidiaries of
Resources
John W. Harris Director President and
Managing Partner
The Harris Group,
Rotunda Suite 175
4201 Congress Street
Charlotte, NC 28209
David A. Wollard Director Retired
2019 East 3rd Avenue
Denver, CO 80206
John B. Bernhardt Director See Schedule III
Thomas N. Chewning Director See Schedule III
Frank S. Royal Director See Schedule III
William T. Roos Director See Schedule III
Daniel A. Vice President Vice President of
Hillsman, Jr. Capital
</TABLE>
<PAGE>
CUSIP No. 206156101 Page 16 of 20 Pages
Principal Occupation
Name Title or Employment
---- ----- --------------------
Charles E. Coudriet Senior Vice Senior Vice President
President of Capital
Donald T Vice President Vice President of
Herick, Jr Capital
Dennis W. Hedgepeth Vice President Vice President and
and Treasurer Treasurer of Capital
Hayden D. McMillian Senior Vice Senior VP and CFO
President and CFO of Capital
Mark P. Mikuta Vice President Vice President and
and Controller Controller
S. Dallas Simmons Director See Schedule III
Randolph W. Wyckoff Senior Vice Senior Vice President
President of Capital
The business address of each of the foregoing individuals except
Messrs. Harris, Wollard, Bernhardt, Royal, Roos and Simmons is 901 East Byrd
Street, Richmond, Virginia 23219. The respective business addresses of Messrs.
Bernhardt, Royal, Roos and Simmons are set forth under "Principal Occupation or
Employment" on Schedule III.
<PAGE>
CUSIP No. 206156101 Page 17 of 20 Pages
SCHEDULE III
------------
Executive Officers and Directors of
Dominion Resources, Inc.
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- -------------
<S> <C> <C>
John B. Adams Director President and CEO,
The Bowman Companies
One Bowman Drive
Fredricksburg, VA 22408-7318
Norman B. M. Askew Executive Vice Chief Executive
President East Midlands Electricity, plc
P.O. Box 444
Woodyard Lane
Wallaton, Nottingham, NG8 1EZ
John B. Bernhardt Director Managing Director,
Bernhardt/Gibson
Financial
Opportunities,
11817 Canon
Boulevard, Suite
502, Newport News,
Virginia 23606, a
financial services
firm
Thos. E. Capps Chairman, Chairman,
President and President and
CEO of CEO of Resources
Resources
Thos. N. Chewning Executive President and CEO
Vice President
Thos. F. Farrell, II Senior Vice Senior Vice
President of President of
Corporate Corporate Affairs
Affairs and General Counsel of
General Counsel Resources
William C. Hall, Jr. Assistant Vice Assistant Vice
President President of
Corporate Corporate Communications of
Communications of Resources
</TABLE>
<PAGE>
CUSIP No. 206156101 Page 18 of 20 Pages
<TABLE>
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- -----------------
<S> <C> <C>
David L. Heavenridge Executive President and CEO
Vice President of Capital
Donald T. Herrick, Vice President Vice President of Resources
Karen E. Hunter Assistant Vice Assistant Vice President -
President - Financial Planning
Financial of Resources
Planning
Benjamin J. Lambert, Director Optometrist
III 904 North First Street
Richmond, VA 23219
Richard L. Director Former President and
Leatherwood Chief Executive Officer
CSX Equipment
3805 Greenway
Baltimore, MD 21218
Harvey L. Lindsay, Director Chairman and Chief
Jr. Executive Officer
Harvey Lindsay Commercial
Real Estate
Dominiom Tower, Suite 1400
999 Waterside Drive
Norfolk, VA 23510
Kenneth A. Randall Director Corporate Director of
various public companies
6 Whittaker's Mill
Williamsburg, VA 23185
Linwood R. Robertson Executive Executive Vice President,
Vice President, CFO and Treasurer of
CFO and Resources
Treasurer
William T. Roos Director Retired
President
Penn Luggage, Inc.
2820 Build America Drive
Hampton, VA 23666
</TABLE>
<PAGE>
CUSIP No. 206156101 Page 19 of 20 Pages
Principal Occupation
Name Title or Employment
---- ----- -------------
Frank S. Royal Director Physician
East End Medical Building
1122 North 25th Street,
Suite A
Richmond, VA 23223
Judith B. Sack Director Senior Advisor
Morgan Stanley & Co., Inc.
1585 Broadway
14th Floor
New York, New York 10036
S. Dallas Simmons Director President
Virginia Union University
1500 North Lombardy Street
Richmond, VA 23220
Robert H. Spilman Director Chief Executive Officer
Chairman of the Board
Bassett Furniture
Industries, Inc.
245 Main Street
P.O. Box 626
Bassett, VA 24055
James L. Trueheart VP and Vice President and
Controller Controller of Resources
Patricia A. Wilkerson Corporate Corporate Secretary of
Secretary of Resources
Fred G. Wood, III Assistant VP - Assistant Vice President -
Investor Investor Relations of
Relations Resources
The business address of Messrs. Capps, Robertson, Heavenridge, Herrick,
Chewning, Trueheart, Hall, Wilkerson, Wood, Robertson and Farrell is 901 East
Byrd Street, Richmond, Virginia 23219. The respective business addresses of the
remaining executive officers and directors of Resources are set forth under
"Principal Occupation or Employment" above.
