<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GLOBALNET FINANCIAL.COM, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
37937R
(CUSIP NUMBER)
DAVID MELVILLE, COMPANY SECRETARY AND GENERAL COUNSEL
FREESERVE PLC
MAYLANDS AVENUE
HEMEL HEMPSTEAD
HERTFORDSHIRE HP2 7TG
ENGLAND
TELEPHONE NUMBER: (44-1442) 353-015
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVED NOTICES AND COMMUNICATIONS)
COPIES TO:
JOHN D. WILSON, ESQ.
SHEARMAN & STERLING
199 BISHOPSGATE
LONDON
EC2M 3TY, ENGLAND
TELEPHONE: (44-171) 920-9000
MAY 12, 1999
(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 10 Pages
<PAGE> 2
CUSIP NO. 37937R
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Freeserve plc __________________________________________________
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[X] (a)______________________________________________________________
[ ] (b)______________________________________________________________
______________________________________________________________
(3) SEC Use Only_____________________________________________________
_________________________________________________________________
(4) Sources of Funds (See Instructions) AF
______________________________
_________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) 2(e).
_________________________________________________________________
(6) Citizenship or Place of Organization ENGLAND AND WALES
_____________________________
(7) Sole Voting Power 1,397,111
____________
Number of Shares (8) Shared Voting Power 0
__________
Beneficially Owned by
Each Reporting Person (9) Sole Dispositive Power 1,397,111
___________
With (10) Shared Dispositive Power 0
_________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,397,111
_________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)_______________________________________________
(13) Percent of Class Represented by Amount in Row (11) 13.04%
__________________
(14) Type of Reporting Person (See Instructions) CO
______________________
Page 2 of 10 Pages
<PAGE> 3
CUSIP NO. 37937R
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dixons Group plc
______________________________________________________________
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[X] (a) __________________________________________________________
[ ] (b) __________________________________________________________
__________________________________________________________
(3) SEC Use Only _________________________________________________
______________________________________________________________
(4) Sources of Funds (See Instructions) WC
___________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) 2(e).
______________________________________________________________
(6) Citizenship or Place of Organization ENGLAND AND WALES
__________________________
(7) Sole Voting Power 0
Number of Shares _____________
Beneficially Owned by (8) Shared Voting Power 1,397,111
_____________
Each Reporting Person (9) Sole Dispositive Power 0
________
With (10) Shared Dispositive Power 1,397,111
____________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,397,111
_________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)_____________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 13.04%
___________________
(14) Type of Reporting Person (See Instructions) HC
________________________
Page 3 of 10 Pages
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, $.001 par value per share (the "Common Stock"), of
GlobalNet Financial.com, Inc. (the "Issuer"), a company incorporated under the
laws of Delaware, with its principal executive offices located at 2425 Olympic
Boulevard, Suite 660E, Santa Monica, CA, 90404.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Freeserve plc ("Freeserve"), a public
limited company organized under the laws of England and Wales.
Freeserve is a leading U.K. Internet portal that delivers both free
Internet access and an integrated offering of U.K.-focused content, e-commerce
and community. Its primary business office is located at Maylands Avenue, Hemel
Hempstead, Hertfordshire, HP2 7TG, England. Freeserve plc is a wholly owned
subsidiary of Dixons Group plc, a public limited company organized under the
laws of England and Wales.
Dixons Group plc ("Dixons"), is a holding company with its primary
business office at Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7TG,
England. It is the U.K.'s leading consumer electronics retailer in terms of
sales.
The directors and executive officers of Freeserve and Dixons are set
forth on Schedules I and II respectively, attached hereto. Schedules I and II
set forth the following information with respect to each such person:
(i) name;
(ii) business address;
(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;
(iv) citizenship.
During the last five years, no person named in Schedule I and II
attached hereto has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body or 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.
Page 4 of 10 Pages
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 12, 1999, Freeserve acquired 8,382,669 shares of Common Stock of
the Issuer pursuant to the terms of an investment letter between Freeserve and
the Issuer, dated May 7, 1999 (the "Agreement"), which triggered Freeserve's
obligation to file this statement on Schedule 13D. The Agreement provided that
Freeserve would purchase 2,000,000 shares of Common Stock at $1.00 per share
pursuant to the terms of the outstanding warrant held by Dixons Overseas
Investments, Ltd., an affiliated company, as well as 6,382,669 new shares of
Common Stock at $2.00 per share. In addition, the Agreement granted Freeserve
(i) anti-dilution rights for a period of 30 months that allow Freeserve to
maintain its ownership percentage in the case of future offerings of shares,
(ii) the right to designate one or two of the Issuer's directors, at its option,
and (iii) a warrant to purchase additional shares of the Issuer's Common Stock,
exercisable at a price of $2.25 per share, in sufficient quantity to take its
aggregate shareholding up to 19.9%. The warrant expires 30 months from the date
of the Agreement. The Issuer provides investment-related information services
and is the provider of Freeserve's Money Channel under the brand name
UK.iNvest.com.
The Issuer's shares are traded on the Over-The-Counter Market and are
registered under Section 12 of the Securities and Exchange Act of 1934, as
amended, (the "Securities Act"). The Agreement was consummated pursuant to and
in accordance with the laws and practice of the United States. On July 6, 1999,
the Issuer effected a six-for-one reverse share split. As a result, Freeserve
currently holds 1,397,111 shares of the Issuer's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Freeserve purchased shares of the Issuer's Common Stock as an
investment. Freeserve has invested in the Issuer in order to potentially profit
from the Issuer's growth and to have a voice in the development of its product
offering, which is included on Freeserve's portal. Freeserve does not have any
present plans or proposals to increase its investment above 19.9%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
After giving effect to the July 6, 1999, reverse share split, Freeserve
beneficially owns and has the sole power to vote and dispose of 1,397,111 shares
of the Common Stock, or approximately 13.04% of the Issuer's outstanding Common
Stock. In addition, pursuant to the Agreement described above, Freeserve has a
warrant to purchase additional shares of the Issuer's Common Stock.
Through its ownership of Freeserve, Dixons may also be considered to be
a beneficial owner of such shares of Common Stock, and may be deemed to share
with Freeserve voting and dispositive power with respect to such shares of
Common Stock.
Page 5 of 10 Pages
<PAGE> 6
Except as described herein, neither Freeserve, Dixons nor any other
person referred to in Schedules I and II attached hereto has acquired or
disposed of any shares of Common Stock during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS TO SECURITIES
OF THE ISSUER
Pursuant to the terms of a contract entered into in January 1999, the
Issuer has the exclusive right to provide investment information on the Money
Channel of Freeserve's portal and to conduct related e-commerce transactions.
The Issuer pays Freeserve a fee for this exclusive right. The contract was
entered in the usual course of business.
Except as described herein, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships, legal or otherwise,
with any other persons with respect to any securities of the Issuer, including,
but not limited to, transfers or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Letter Agreement dated May 7, 1999.
Page 6 of 10 Pages
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
July 14, 1999 FREESERVE plc
By /s/ David Melville
----------------------------
Name: David Melville
Title: Company Secretary and
General Counsel
Page 7 of 10 Pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
July 14, 1999 DIXONS GROUP plc
By /s/ Ian Livingston
-----------------------------
Name: Ian Livingston
Title: Group Finance Director
Page 8 of 10 Pages
<PAGE> 9
SCHEDULE I
The name and present principal occupation of each of the executive
officers and directors of Freeserve plc are set forth below. Unless otherwise
noted, each of these persons are citizens of the United Kingdom and have as
their principal business address Maylands Avenue, Hemel Hempstead, Hertfordshire
HP2 7TG, England.
<TABLE>
<CAPTION>
Name Position With Freeserve Principal Occupation
- ---- ----------------------- --------------------
<S> <C> <C>
John Charles Clare Chairman of the Board Chief Executive Officer of Dixons
John Pluthero Director and Chief Executive Position with Freeserve
Officer
Mark James Danby Director and Chief Operating Position with Freeserve
Officer
Nicholas Paul Backhouse Director and Chief Financial Position with Freeserve
Officer
Ian Paul Livingston Director Group Finance Director of Dixons
Richard Harding Davey Director Retired Executive Vice Chairman
NM Rothschild
New Court
St. Swithins Lane
London EC4 4DU
Roger Saul Silverstone Director Professor of Media and Communications
The London School of Economics
Houghton Street
London WC2A 2AE
Dame Susan Myfanwy Tinson Director Associate Editor
Independent Television News Limited
200 Grays Inn Road
London WC1X 8XZ
Sarah Carpenter Vice President Strategy and New Position with Freeserve
Business
Robert Wilmot Media Development Director Position with Freeserve
Ajaz Ahmed Business Development Director Position with Freeserve
Neil Sansom Marketing Director Position with Freeserve
David Melville Company Secretary and General Position with Freeserve
Counsel
</TABLE>
Page 9 of 10 Pages
<PAGE> 10
SCHEDULE II
The name and present principal occupation of each of the executive
officers and directors of Dixons Group plc are set forth below. Unless otherwise
noted, each of these persons are citizens of the United Kingdom and have as
their principal business address Maylands Avenue, Hemel Hempstead, Hertfordshire
HP2 7TG, England.
<TABLE>
<CAPTION>
Name Position With Dixons Principal Occupation
- ---- ----------------------- --------------------
<S> <C> <C>
Sir Stanley Kalms Chairman of the Board Position with Dixons
Mark Souhami Director and Deputy Chairman of Position with Dixons
the Board
John Charles Clare Director and Chief Executive Position with Dixons
Officer
Ian Paul Livingston Director and Group Finance Position with Dixons
Director
David Gilbert Director and Managing Director of Position with Dixons
PC World Group
David Hamid Director and Managing Director of Position with Dixons
Currys Retail Group
Sir Tim Chessells Director Chairman
Legal Aid Board
85 Grays Inn Road
London WC1X 8AA
Karen Cook Director Director
J. Henry Schroder & Co., Ltd.
120 Cheapside
London EC2V 6DS
John Curry CBE Director Chairman
Acal plc
Acal House
39 Guildford Road
Lightwater
Surrey GU18 5SA
</TABLE>
Page 10 of 10 Pages
<PAGE> 11
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
A Letter Agreement dated May 7, 1999.
<PAGE> 1
Exhibit A
[LOGO]
GlobalNet Financial.com
2425 Olympic Blvd., Suite 660E
Santa Monica, CA 90404
(310) 828-8838 -- tel
(310) 828-7218 -- fax
May 7, 1999
Mr. John Pluthero
Managing Director
Freeserve, Ltd.
Maylands Ave.
Hemel Hempstead HP27TG
Dear John:
Please accept this letter as confirmation that GlobalNet Financial.Com, Inc.
("GLBN"), formerly MicroCap Financial Services.Com, Inc., has agreed with
Freeserve, Ltd., as follows:
1. The investment by Freeserve in GLBN (the "Investment") of $14,765,337
as follows:
Purchase of 2,000,000 shares
at $1.00 per share pursuant to the
outstanding warrant held by Dixons
Overseas Investments, Ltd. (the "Warrant")
for a total of $ 2,000,000
Purchase of 6,382,669 new shares at $2.00 per
share for a total of 12,765,337
----------
A total investment of $14,765,337
Total share ownership of 8,382,669
GLBN's Pre-Investment number of shares
Outstanding 55,884,457
Ownership percentage based on Pre-Investment
number of shares outstanding 15%
<PAGE> 2
Mr. John Pluthero
Page Two
May 7, 1999
- --------------------------------------------------------------------------------
2. All shares sold pursuant to #1 above including those shares purchased
pursuant to the Warrant will be included in the registration statement
currently filed with the U.S. Securities and Exchange Commission.
3. GLBN confirms that there are no warrants, other than the Warrant, as
well as options or similar convertible securities outstanding listed
on Exhibit 1 attached as of the date of this letter.
Effective upon the closing of the Investment GLBN hereby agrees as
follows:
4. In the event of the subsequent issuance of shares of common stock (an
"Issuance") of GLBN within a period of thirty (30) months of the
closing of the Investment, either in connection with investments in
GLBN by others or the acquisition of stock or assets of another
company or otherwise, GLBN hereby grants Freeserve anti-dilution
rights to purchase a number of shares on the same terms and conditions
as any other outside investor, or at the value of the acquisition, as
will maintain Freeserve's percentage equity interest in GLBN at the
closing of the Investment. The foregoing, however, shall not apply to
an issuance of less than 1% of the then number of shares outstanding.
5. GLBN will grant Freeserve a warrant exercisable at $2.25 per share for
a period of 30 months to purchase such number of shares of GLBN's
common stock to increase Freeserve's ownership to 19.9% of the fully
diluted number of shares of common stock outstanding immediately prior
to the exercise of the warrant.
6. In the event of the subsequent issuance of shares, or the granting of
rights to subscribe for or purchase shares including any warrants,
options or other convertible securities of common stock, with
purchase, conversion or exercise prices at less than $2.25 per share,
GLBN will offer Freeserve the ability to purchase 15% of the number of
shares issued or shares underlying the warrant, option or convertible
security at the purchase, exercise or conversion price of the
security.
7. The election of Freeserve's designee(s) to one or two seats on GLBN's
Board of Directors at Freeserve's option.
8. GLBN's capital structure as of the date hereof is as follows:
<PAGE> 3
Mr. John Pluthero
Page Three
May 7, 1999
_______________________________________________________________________________
<TABLE>
<S> <C>
Assets
- - Cash $ 7,555,304
- - Securities 14,218,867
- - Other 1,784,756
-----------
Total Assets $23,558,927
Liabilities
- - Dividends Payable $ 610,779
- - Inter Company Payable 407,417
- - Other 165,576
-----------
Total liabilities $ 1,183,772
Stockholders' Equity $22,375,155
-----------
Total Liabilities & Equity $23,558,927
</TABLE>
Following, please find an investment letter regarding your investment. Please
execute the investment letter for your purchase of the 6,362,669 new shares
and the execution page of the Warrant for the 2,000,000 warrant shares. Please
forward all documents, including a letter from Dixons Overseas Investments
Limited authorizing the issuance of the Warrant Shares in the name of Freeserve
Limited, by courier. Wiring instructions also follow. We would like to close
this transaction on May 12, 1999. If you have any questions, please feel free
to call me at (310) 828-8838.
Sincerely,
/s/ STANLEY HOLLANDER
- ---------------------
Stanley Hollander
cc: M. Danby
M. Jacobs
<PAGE> 4
GLOBALNET FINANCIAL.COM, INC.
TOTAL OPTIONS & WARRANTS OUTSTANDING
EXHIBIT 1
---------
1998 GRANTS
<TABLE>
<CAPTION>
NO. DATE OF EXERCISE EXPIR.
NAME SHARES GRANT PRICE VESTING DATE
- ---- --------- --------- -------- ----------------- --------
<S> <C> <C> <C> <C> <C>
EMPLOYEES STOCK OPTION GRANTS
Ron Koenig 1,420,000 10/20/98 $.375 710,000 10/29/98 10/20/08
710,000 10/29/99
Stanley Hollander 1,420,000 10/20/98 $.375 710,000 10/29/98 10/20/08
710,000 10/29/99
Stanley Hollander 500,000 1/4/99 $1.18 250,000 1/4/99 1/4/09
250,000 2/4/00
Alan L. Jacobs 480,000 10/20/98 $.375 240,000 10/20/98 10/20/08
240,000 10/20/99
Leslie Goldbart 300,000 10/20/98 $.375 150,000 10/20/98 10/20/08
150,000 10/20/99
Michael S. Jacobs 650,000 10/20/98 $.375 325,000 10/20/98 10/20/08
325,000 10/20/99
Michael S. Jacobs 250,000 8/20/98 $.25 125,000 8/20/98 8/20/08
125,000 8/20/99
Jay Matulich 650,000 10/20/98 $.375 325,000 10/20/98 10/20/08
325,000 10/20/99
Jay Matulich 250,000 8/20/98 $.25 125,000 8/20/98 8/20/08
125,000 8/20/99
Monique MacLaren 25,000 10/20/98 $.375 12,500 10/20/98 10/20/08
12,500 10/20/99
Jacqueline Subeck 15,000 10/20/98 $.375 7,500 10/20/98 10/20/08
7,500 10/20/99
Bulent Gultekin 40,000 10/20/98 $.375 20,000 10/20/98 10/20/08
20,000 10/29/99
John Flanders 500,000 10/23/98 $.375 250,000 10/23/98 10/20/08
250,000 10/23/99
Richard Hefter 475,000 1/4/99 $1.18 237,500 1/4/99 1/4/09
237,500 1/4/00
Lisa Taylor 50,000 1/4/99 $1.18 25,000 1/4/99 1/4/09
25,000 1/4/00
Joan Martino 10,000 3/15/99 $1.18 3,334 3/15/99 3/15/09
3,333 3/15/00
3,333 3/15/01
Clive Wallman 150,000 3/15/99 $1.75 75,000 3/15/00 3/15/09
75,000 3/15/01
Christopher Jennings 300,000 4/16/99 $1.75 150,000 4/16/99 4/16/09
150,000 4/16/00
Mark Friedman 25,000 4/30/99 $3.00 12,500 4/30/99 4/30/02
12,500 4/30/00
---------
TOTAL ESOPS 7,510,000
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C> <C>
NON-EMPLOYEE STOCK OPTIONS
Gail Bronson 6,000 10/21/98 $.625 Immediately 10/21/08
Rich Hefter 100,000 10/15/98 $.375 Immediately 10/15/08
Matthew Stasior 250,000 8/7/98 $.25 Immediately 8/7/08
250,000 10/30/98 $.375 10/30/08
---------
500,000
Lisa Taylor 25,000 8/24/98 $.25 Immediately 8/24/08
Proton Capital (Alan Gaines) 150,000 12/1/98 $.81 Immediately 12/01/01
Michael Terpin 250,000 8/20/98 $.25 Immediately 8/20/00
---------
TOTAL NON-ESOP 1,031,000
---------
TOTAL OPTIONS OUTSTANDING 8,541,000
---------
</TABLE>
<TABLE>
<CAPTION>
WARRANTS OUTSTANDING
DATE OF EXERCISE EXPIR
NAME NO. WTS GRANT PRICE DATE
<S> <C> <C> <C> <C>
G. Fishcoff 31,250 10/23/98 $1.00 10/23/03
I. Freiberg 218,750 10/23/98 $1.00 10/23/03
Freeserve Limited 2,000,000 1/27/99 $1.00 1/27/02
Int. Marketing 840,000 2/8/99 $2.375 2/8/02
Twice Int'l. 2,000,000 4/28/99 $4.56 4/28/01
Investor Warrants 1,625,000 10/96 $4.00 10/99
Sub-Placement Warrants 24,984 3/97 $4.00 3/00
Consulting Warrants 52,083 11/97 $2.00 11/99
Telescan -- 3/31/99 $3.75 3/30/20
---------
TOTAL WTS 6,792,067
---------
</TABLE>
* Warrant to purchase shares of GLBN such that, after giving effect to the
5,176,161 shares currently owned by TSCN, TSCN would upon exercise of the
warrant then own 19.9% of the then outstanding shares of GLBN Common Stock.
TOTAL OUTSTANDING WARRANTS
AND OPTIONS 15,333,067
==========
<PAGE> 6
Dated: May 12, 1999
INVESTMENT LETTER
TO THE BOARD OF DIRECTORS OF GlobalNet Financial.com, Inc. (a Delaware
Corporation)
The undersigned hereby represents to GlobalNet Financial.com, Inc., a
Delaware Corporation (the "Corporation"), that (1) the shares of the
Corporation's common stock (the "Securities") which are being acquired by the
undersigned are for investment and not with a view to the public resale or
distribution thereof, (2) the undersigned will not sell, transfer or otherwise
dispose of the Securities except in compliance with the Securities Act of 1933,
as amended (the "Act"); and (3) the undersigned is aware that the Securities are
"restricted securities" as that term is defined in Rule 144 or the General Rules
and Regulations under the Act.
The undersigned further acknowledges that he has had an opportunity to ask
questions of and receive answers from duly designated representatives of the
Corporation concerning the terms and conditions pursuant to which the Securities
are being acquired. The undersigned acknowledges that he has been afforded an
opportunity to examine such documents and other information which he has
requested for the purpose of verifying the information set forth in said
documents.
The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.
The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions for
the most part are set forth in Rule 144, which rule permits sales of "restricted
securities" upon compliance with the requirements of such rule. If the Rule is
available to the undersigned, the undersigned may be required to make only
routine sales of securities, in limited amounts, in accordance with the terms
and conditions of that Rule.
Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefor, shall bear the
following legend, which the undersigned has read and understands:
The securities represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are
<PAGE> 7
"restricted securities" as that term is defined in Rule 144 under the Act.
The securities may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
pursuant to an exemption from registration under the Act, the availability of
which is to be established to the satisfaction of the Corporation.
Very truly yours,
/s/ I. LIVINGSTON
6,382,669 By: ------------------------
----------------------
Shares Purchased
$2.00 I. LIVINGSTON (Print)
------------------------ -------------------------
Purchase Price Per Share (Name)
$12,765,337 ITS: DIRECTOR
------------------------ --------------------------
Total Investment
