SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CHAMPION HEALTHCARE CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
15850B 10 4
(CUSIP Number)
Thomas E. Siegler
Donaldson, Lufkin & Jenrette, Inc.
140 Broadway
New York, New York 10005
(212) 504-4477
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 31, 1995
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
___
/ /
Check the following box if a fee is being paid with this
Statement:
___
/ /
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ VENTURE CAPITAL FUND II, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 31,986
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,986--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ FUND ASSOCIATES II
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 31,986
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,986--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPROUT GROWTH, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 662,288
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,288--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.7%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1)NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ GROWTH ASSOCIATES
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 662,288
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,288--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.7%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPROUT CAPITAL VI, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 990,453
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
990,453--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.0%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPROUT GROWTH II, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 504,708
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,708--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.5%--See Item 5
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ CAPITAL CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,240,801
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,240,801--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.6%--See Item 5
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ FIRST ESC L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH :
:
:
: (9) SOLE DISPOSITIVE
:
: 1,605
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1%--See Item 5
(14) TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DLJ LBO PLANS MANAGEMENT CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not applicable
(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
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 1,605
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1%--See Item 5
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(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
Delaware
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
: (9) SOLE DISPOSITIVE
:
: 82,765
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,765--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1%--See Item 5
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DONALDSON, LUFKIN & JENRETTE, INC.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not applicable
(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
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE EQUITABLE COMPANIES INCORPORATED
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(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
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MIDI PARTICIPATIONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FINAXA
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA ASSURANCES I.A.R.D. MUTUELLE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA ASSURANCES VIE MUTUELLE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UNI EUROPE ASSURANCE MUTUELLE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALPHA ASSURANCES VIE MUTUELLE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALPHA ASSURANCES I.A.R.D. MUTUELLE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CLAUDE BeBeAR, AS VOTING TRUSTEE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PATRICE GARNIER, AS VOTING TRUSTEE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 15850B 10 4 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HENRI DE CLERMONT-TONNERRE, AS VOTING TRUSTEE
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/ /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
: (7) SOLE VOTING POWER
:
: 0
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
:
: (9) SOLE DISPOSITIVE
:
: 2,325,171
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,325,171--See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%--See Item 5
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Pursuant to Item 101(a)(2)(ii) of Regulation S-
T promulgated pursuant to the Securities Exchange Act of
1934, as amended (the "Act"), this Amendment No. 1
restates the Schedule 13D dated December 15, 1994 filed
by Donaldson, Lufkin & Jenrette, Inc. and others (as
amended, the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common
stock, par value $.01 per share (the "Shares"), of
Champion Healthcare Corporation, a Delaware corporation
(the "Company"), formerly named AmeriHealth, Inc.
("AmeriHealth"). The Company is the surviving
corporation in the merger of Champion Healthcare
Corporation, a Texas corporation ("Old Champion"), with
and into AmeriHealth. The principal executive offices of
the Company are located at 14340 Torrey Chase Boulevard,
Suite 320, Houston, Texas 77014.
The information set forth in the Exhibits
hereto is hereby expressly incorporated herein by
reference and the responses to each item of this Schedule
13D are qualified in their entirety by the provisions of
such exhibits.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly on
behalf of the following persons (collectively, the
"Reporting Persons") (1) DLJ Venture Capital Fund II,
L.P., a Delaware limited partnership ("DLJ II"), (2) DLJ
Fund Associates II, a New York partnership ("Associates
II"), (3) Sprout Growth, L.P., a Delaware partnership
("Growth"), (4) DLJ Growth Associates, a New York
partnership ("Associates"), (5) Sprout Capital VI, L.P.,
a Delaware limited partnership ("Sprout VI"), (6) Sprout
Growth II, L.P., a Delaware limited partnership ("Growth
II"), (7) DLJ Capital Corporation, a Delaware
corporation ("DLJCC"), (8) DLJ First ESC L.L.C., a
Delaware limited liability company ("ESC"), (9) DLJ LBO
Plans Management Corporation, a Delaware corporation
("LBO"), (10) Donaldson, Lufkin & Jenrette Securities
Corporation, a Delaware corporation ("DLJSC"), (11)
Donaldson, Lufkin & Jenrette, Inc., a Delaware
corporation ("DLJ"), (12) The Equitable Companies
Incorporated, a Delaware corporation ("Equitable"), (13)
AXA, a societe anonyme organized under the laws of
France, (14) Midi Participations, a societe anonyme
organized under the laws of France, (15) Finaxa, a
societe anonyme organized under the laws of France, (16)
AXA Assurances I.A.R.D. Mutuelle, a mutual insurance
company organized under the laws of France, (17) AXA
Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of France, (18) Uni Europe
Assurance Mutuelle, a mutual insurance company organized
under the laws of France, (19) Alpha Assurances Vie
Mutuelle, a mutual insurance company organized under the
laws of France, (20) Alpha Assurances I.A.R.D. Mutuelle,
a mutual insurance company organized under the laws of
France, and (21) Claude Bebear, Patrice Garnier, and
Henri de Clermont-Tonnerre, trustees (the "AXA Voting
Trustees") of a voting trust (the "AXA Voting Trust")
established pursuant to a Voting Trust Agreement by and
among AXA and the AXA Voting Trustees dated as of May 12,
1992.
DLJ II is a Delaware limited partnership formed
to invest in securities for long-term appreciation.
Associates II is the general partner of DLJ II and makes
all of the investment and voting decisions on the part of
DLJ II.
Associates II is a New York partnership formed
to serve as the general partner of DLJ II. Paul B.
Queally ("Queally") is a general partner of Associates
II.
Growth is a Delaware partnership formed to
invest in securities for long-term appreciation.
Associates is the general partner of Growth and makes all
of the investment and voting decisions on the part of
Growth.
Associates is a New York limited partnership
formed to serve as the general partner of Growth. DLJCC
is a general partner of Associates.
Sprout VI is a Delaware limited partnership
formed to invest in securities for long-term
appreciation. DLJCC is the managing general partner of
Sprout VI and makes all of the investment and voting
decisions on the part of Sprout VI.
Growth II is a Delaware limited partnership
formed to invest in securities for long-term
appreciation. DLJCC is the managing general partner of
Growth II and makes all of the investment and voting
decisions on the part of Growth II.
DLJCC is a Delaware corporation formed to make
investments in industrial and other companies and to
participate in the management of venture capital
investment pools. DLJCC is a wholly owned subsidiary of
DLJ.
Queally is a Vice President of The Sprout
Group, a division of DLJCC, and has served as a director
of Old Champion since 1991. Queally is a general partner
of (i) DLJ Associates VI, L.P., a Delaware limited
partnership that is a general partner of Sprout VI, (ii)
DLJ Growth Associates II, L.P., a Delaware limited
partnership that is a general partner of Growth II, and
(iii) Associates II. Pursuant to a D Stockholders
Agreement dated December 31, 1993, a copy of which is
attached hereto as Exhibit 3 (the "D Stockholders
Agreement"), and as a designee of Growth, DLJ II, Sprout
VI, Growth II, and DLJCC, Queally currently serves as a
director of the Company. Queally disclaims beneficial
ownership of all Shares beneficially owned by the
Reporting Persons.
ESC is a Delaware limited liability company and
an "employee securities corporation" as defined in the
Investment Company Act of 1940, as amended. LBO is the
Manager of ESC and makes all of the investment and voting
decisions on the part of ESC.
LBO is a Delaware corporation and registered
investment adviser under the Investment Advisers Act of
1940, as amended. LBO is a wholly owned subsidiary of
DLJ.
DLJSC is a Delaware corporation and a
registered broker/dealer. DLJSC is a wholly owned
subsidiary of DLJ.
DLJ is a Delaware corporation. DLJ owns all of
the capital stock of DLJCC, LBO, and DLJSC. DLJ, acting
on its own behalf or through its subsidiaries, is a
registered broker/dealer and registered investment
adviser engaged in investment banking, institutional
trading and research, investment management and financial
and correspondent brokerage services. Equitable owns 61%
of DLJ and The Equitable Life Assurance Society of the
United States, a New York stock life insurance company
wholly owned by Equitable, owns the remaining 39% of DLJ.
Equitable is a Delaware corporation and is a
holding company. As of March 29, 1995, approximately
60.5% of the outstanding common stock as well as certain
convertible preferred stock of Equitable was beneficially
owned by AXA. For insurance regulatory purposes, to
insure that certain indirect minority shareholders of AXA
will not be able to exercise control over Equitable and
certain of its insurance subsidiaries, the voting shares
of Equitable capital stock beneficially owned by AXA and
its subsidiaries have been deposited into the AXA Voting
Trust. For additional information regarding the AXA
Voting Trust, reference is made to the Schedule 13D filed
by AXA with respect to Equitable.
AXA is a societe anonyme organized under the
laws of France and a holding company for an international
group of insurance and related financial services
companies.
Midi Participations is a societe anonyme
organized under the laws of France and a holding company.
As of January 1, 1995, Midi Participations owned
approximately 42.3% of the issued shares (representing
approximately 54.7% of the voting power) of AXA.
Finaxa is a societe anonyme organized under the
laws of France and a holding company. As of January 1,
1995, Finaxa owned 60% of the voting shares of Midi
Participations.
Each of AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle,
Alpha Assurances Vie Mutuelle, and Alpha Assurances
I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is
a mutual insurance company organized under the laws of
France. As of January 1, 1995, the Mutuelles AXA owned
approximately 62.1% of the issued shares (representing
approximately 75.7% of the voting power) of Finaxa. As
of January 1, 1995, the Mutuelles AXA owned, directly or
indirectly, approximately 51.3% of the issued shares
(representing approximately 65.8% of the voting power) of
AXA. The Mutuelles AXA are owned by approximately 1.5
million policyholders.
Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, the AXA Voting Trustees, exercise all
voting rights with respect to the shares of Equitable
capital stock beneficially owned by AXA and its
subsidiaries that have been deposited in the AXA Voting
Trust. The business address, citizenship, and present
and principal occupation of each of the AXA Voting
Trustees are set forth on Schedule F attached hereto.
The address of the principal business and
principal office of each of DLJ II, Associates II,
Growth, Associates, Sprout VI, Growth II, DLJCC, Queally,
ESC, LBO, DLJSC, and DLJ is 140 Broadway, New York, New
York 10005. The address of the principal business and
principal office of Equitable is 787 Seventh Avenue, New
York, New York 10019.
The address of the principal business and
principal office of each of AXA, Midi Participations,
Finaxa and the AXA Voting Trustees is 23, avenue
Matignon, 75008 Paris, France; of each of AXA Assurances
I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is La
Grande Arche, Paroi Nord, Cedex 41, 92044 Paris La
Defense, France; of each of Alpha Assurances I.A.R.D.
Mutuelle and Alpha Assurances Vie Mutuelle is Tour
Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042
Paris La Defense, France; and of Uni Europe Assurance
Mutuelle is 24, rue Druout, 75009 Paris, France.
The name, business address, citizenship,
present and principal occupation or employment, and the
name, principal business and address of any corporation
or organization in which each such employment is
conducted, of each executive officer or member, as
applicable, of the Board of Directors or the Conseil
d'Administration (French analogue of a board of
directors) of DLJCC, LBO, DLJSC, DLJ, Equitable, AXA,
Midi Participations, Finaxa, and the Mutuelles AXA are
set forth on Schedules A through M, respectively,
attached hereto.
During the past five (5) years, neither any of
the Reporting Persons nor, to the best knowledge of any
of the Reporting Persons, any of the other persons listed
on Schedules A through M attached hereto, has been (i)
convicted in a criminal proceedings (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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Preferred Stock Purchase
Agreement and a Warrant Purchase Agreement, each dated as
of December 31, 1990, copies of which are incorporated
herein as Exhibits 4 and 5, respectively, (a) Sprout VI
purchased from Old Champion 1,014,550 shares of Series A
Convertible Preferred Stock, par value $.10 per share, of
Old Champion ("Old Champion Series A") for an aggregate
purchase price of approximately $1,014,550, (b) Growth
purchased from Champion 700,670 shares of Old Champion
Series A for an aggregate purchase price of approximately
$700,670, and (c) DLJ II purchased from Champion 34,780
shares of Old Champion Series A for an aggregate purchase
price of approximately $34,780. In addition, Sprout VI,
Growth and DLJ II each acquired Warrants (the "1990
Warrants") to purchase shares of common stock, no par
value, of Old Champion ("Old Champion Common"). A copy
of the form of 1990 Warrants is attached hereto
is Exhibit 6.
Pursuant to a Note and Stock Purchase Agreement
dated May 27, 1992, a copy of which is attached hereto as
Exhibit 7 (the "1992 Purchase Agreement"), (a) Sprout VI
purchased from Old Champion a promissory note in the
principal amount of $675,784, 111,174 shares of Series B
Cumulative Convertible Preferred Stock, par value $.10
per share, of Old Champion ("Old Champion Series B"), and
warrants (the "1992 Warrants") to purchase 28,383 shares
of Old Champion Common for an aggregate purchase price of
approximately $1,490,700, (b) Growth purchased from Old
Champion a promissory note in the principal amount of
$466,820, 76,795 shares of Old Champion Series B, and
1992 Warrants to purchase 19,607 shares of Old Champion
Common, for an aggregate purchase price of approximately
$1,373,000, and (c) DLJ II purchased from Old Champion a
promissory note in the principal amount of $23,596, 3,881
shares of Old Champion Series B, and 1992 Warrants to
purchase 991 shares of Old Champion Common, for an
aggregate purchase price of approximately $69,400. A
copy of the form of 1992 Warrants in attached hereto as
Exhibit 8.
On April 29, 1993, Sprout VI, Growth and DLJ
extended bridge loans to Old Champion in the amount of
$900,825, $622,245 and $31,430, respectively, and
received in connection therewith, in the aggregate,
warrants (the "Bridge Warrants") to purchase 9,008
shares, 6,222 shares and 314 shares of Old Champion
Common, respectively. Such bridge loans were repaid in
November 1993. A copy of the form of Bridge Warrants is
attached hereto as Exhibit 9.
In connection with Amendment No. 5 to the 1992
Purchase Agreement dated December 2, 1993 ("Amendment No.
5"), all of the promissory notes purchased by Sprout VI,
Growth and DLJ II pursuant to the 1992 Purchase Agreement
were paid in full. Pursuant to Amendment No. 5, certain
of such promissory notes were used to exercise 1992
Warrants that were amended to permit the purchase of Old
Champion Series B. Sprout VI acquired 14,191 shares of
Old Champion Series B upon the tender of $167,454
principal amount of notes, Growth acquired 9,804 shares
of Old Champion Series B upon the tender of $115,687
principal amount of notes, and DLJ II acquired 496 shares
of Old Champion Series B upon the tender of $5,853
principal amount of notes.
Pursuant to a Series C Stock Purchase Agreement
dated December 2, 1993, a copy of which is attached
hereto as Exhibit 10, Sprout VI, Growth and DLJ II
purchased 19,480 shares, 13,456 shares, and 680 shares,
respectively, of Series C Preferred Stock of Old Champion
(the "Old Champion Series C") for $18 per share.
Pursuant to a Series D Note and Stock Purchase
Agreement dated December 31, 1993, a copy of which is
attached hereto as Exhibit 11 (the "1993 Purchase
Agreement"), (a) Sprout VI purchased from Old Champion a
promissory note in the principal amount of $323,000,
18,419 shares of Series D Cumulative Convertible
Preferred Stock, par value $.10 per share, of Old
Champion ("Old Champion Series D"), and warrants (the
"1993 Warrants") to purchase 9,690 shares of Old Champion
Common for an aggregate purchase price of $655,838, (b)
Growth II purchased from Old Champion a promissory note
in the principal amount of $2,343,000, 134,150 shares of
Old Champion Series D, and 1993 Warrants to purchase
70,290 shares of Old Champion Common for an aggregate
purchase price of $4,757,700, (c) DLJCC purchased, on its
own behalf and on behalf of certain employees of DLJSC,
from Old Champion a promissory note in the principal
amount of $423,000, 23,932 shares of Old Champion Series
D, and 1993 Warrants to purchase 12,690 shares of Old
Champion Common for an aggregate purchase price of
$853,776, and (d) DLJSC purchased from Old Champion a
promissory note in the principal amount of $155,000,
8,667 shares of Old Champion Series D and 1993 Warrants
to purchase 4,650 shares of Old Champion common for an
aggregate purchase price of $311,006. DLJSC was entitled
to make payment of such purchase price through offset
against the fees due DLJSC as placement agent in
connection with the sale of the Old Champion Series D as
provided in the 1993 Purchase Agreement. A copy of the
form of 1993 Warrants is attached hereto as Exhibit 12.
On November 30, 1994, Old Champion exercised
its right under the 1993 Purchase Agreement to require
purchasers who agreed to purchase in the aggregate
623,453 shares of Series D Preferred Stock and 573,990
1993 Warrants to purchase such additional securities on
December 30, 1994 (the "1994 D Issuance"). On December
30, 1994, (a) Sprout VI purchased a promissory note in
the principal amount of $170,000, 8,898 shares of Series
D Preferred Stock, and 1993 Warrants to purchase 5,100
Shares for an aggregate purchase price of $330,164, (b)
Growth II purchased a promissory note in the principal
amount of $1,234,000, 64,549 shares of Series D Preferred
Stock and 1993 Warrants to purchase 37,020 Shares for an
aggregate purchase price of $2,395,882, (c) DLJCC
purchased a promissory note in the principal amount of
$126,000, 6,569 shares of Series D Preferred Stock and
1993 Warrants to purchase 3,780 Shares for an aggregate
purchase price of $244,242, and (d) DLJSC purchased a
promissory note in the principal amount of $442,000,
24,563 shares of Series D Preferred Stock and 1993
Warrants to purchase 13,260 Shares for an aggregate
purchase price $884,134.
ITEM 4. PURPOSE OF TRANSACTION
Each of Sprout VI, Growth, Growth II, DLJ II,
ESC, DLJCC and DLJSC acquired the Shares reported in this
Schedule 13D as beneficially owned directly by such
person for investment or as compensation for services
rendered. In addition, depending on market and other
considerations, Sprout VI, Growth, Growth II, DLJ II,
ESC, DLJCC and DLJSC may acquire additional Shares if
such Shares become available at prices that are
attractive to such persons. On the other hand, depending
on market and other conditions, the Sprout VI, Growth,
Growth II, DLJ II, ESC, DLJCC and DLJSC may dispose of
all or a portion of the Shares that they now own or other
securities of the Company that they may hereafter
acquire.
On December 6, 1994, pursuant to an Agreement
and Plan of Merger between Old Champion and AmeriHealth
dated August 17, 1994, as amended (the "Merger
Agreement"), Old Champion was merged with and into
AmeriHealth (the "Merger"). Pursuant to the Merger
Agreement, (a) AmeriHealth, a publicly traded
corporation, was the surviving corporation in the Merger,
(b) the name of the surviving corporation was changed to
Champion Healthcare Corporation, (c) the Company's
certificate of incorporation was amended, (d) all
outstanding shares of AmeriHealth common stock were
converted into the right to receive Shares based on the
exchange ratio of 5.70358 shares of AmeriHealth common
stock for one Share, plus cash in lieu of fractional
shares, (e) all outstanding shares of AmeriHealth Series
B preferred stock were converted into the right to
receive cash in an amount equal to the redemption price
of such stock, (f) each outstanding share of Old Champion
Common was converted into the right to receive one Share,
(g) each outstanding share of Old Champion preferred
stock was converted into the right to receive (i) as to
the Old Champion Series A, one share of either Series A
or A-1 Convertible Preferred Stock, par value $.01 per
share, of the Company (respectively, the "Series A
Preferred Stock" or the "Series A-1 Preferred Stock"),
(ii) as to the Old Champion Series B, one share of Series
BB Cumulative Convertible Preferred Stock, par value $.01
per share, of the Company (the "Series BB Preferred
Stock"), (iii) as to the Old Champion Series C, one share
of Series C Cumulative Convertible Preferred Stock, par
value $.01 per share, of the Company (the "Series C
Preferred Stock"), and (iv) as to the Old Champion Series
D, one share of Series D Cumulative Convertible Preferred
Stock, par value $.01 per share, of the Company (the
"Series D Preferred Stock"), (h) all Old Champion
options, warrants and subscription rights remained
outstanding and were assumed by the Company, and (i) the
Company board was comprised of 10 members, 8 of whom were
members of the Old Champion board of directors and 2 of
whom were members of the AmeriHealth board of directors.
As a result of the Merger, (a) the Series A
Preferred Stock is convertible into Shares based on a
conversion ratio of 3.685 shares of Series A Preferred
Stock for one Share at any time at the election of the
holder thereof, (b) the Series A-1 Preferred Stock is
convertible into Shares based on a conversion ratio of 4
shares of Series A-1 Preferred Stock for one Share at any
time at the election of the holder thereof, (c) the
shares of Series BB Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock are convertible into
Shares based on a conversion ratio of 2 Shares for each
share of such preferred stock at any time at the election
of the holder thereof, and (d) each 1990 Warrant, 1992
Warrant, Bridge Warrant and 1993 Warrant outstanding
immediately prior to the consummation of the Merger is
exercisable for one Share at any time at the election of
the holder thereof on or before December 31, 1997, June
1, 1999, April 30, 2000, and December 21, 2003,
respectively, at an exercise price of $2.00, $5.90, $.01
and $9.00 per Share, respectively.
Pursuant to the D Stockholders Agreement,
Growth, DLJ II, Sprout VI, Growth II, and DLJCC
(collectively, the "Sprout Entities") have the right to
nominate one director to the Company's Board of Directors
so long as the Sprout Entities hold a certain amount of
the securities purchased pursuant to the 1993 Purchase
Agreement. Other parties thereto have the right to
nominate seven members to the Board, including the
holders of Series BB Preferred Stock and Series C
Preferred Stock who, voting as a group, have the right to
nominate one director (and in certain circumstances two
directors) so long as they hold a certain amount of
Series BB Preferred Stock and Series C Preferred Stock.
The D Stockholders Agreement requires the Sprout Entities
to vote their Shares for the election of all such
nominees, subject to certain conditions. The voting
agreement will terminate no later than June 1, 2000,
unless extended by mutual agreement. The D Stockholders
Agreement also contains certain restrictions on transfer
and provides certain preemptive rights and the right to
attend Company Board meetings.
DLJ II, Growth, Sprout VI, Growth II, DLJCC,
ESC, DLJSC, DLJ and First Interstate Bank of California,
as trustee (the "Trustee") are party to a Voting Trust
Agreement dated as of August 31, 1995 (the "Champion
Voting Trust Agreement"), the form of which is attached
hereto as Exhibit 19 and is incorporated herein by
reference. Pursuant to the Champion Voting Trust
Agreement, DLJ II, Growth, Sprout VI, Growth II, DLJCC,
ESC and DLJSC agreed to assign and deliver, or cause to
be assigned and delivered, to the Trustee the Shares
owned by such persons. Under the Champion Voting Trust
Agreement, the Trustee has the exclusive right to vote
the Shares held by the Trustee or to give written
consent. The Trustee is required to vote all Shares in
accordance with the Champion Voting Trust Agreement and
to effect the agreements contained in the D Stockholders
Agreement. Subject to such obligations, the Trustee has
the right to vote the Shares as the Trustee in its sole
judgment believes to be in the best interest of the
shareholders of the Company generally. Shares issued by
a dividend or distribution on the Shares held by the
Trust will also be subject to the Champion Voting Trust
Agreement. The Trustee is required to vote the Shares to
prevent the election of more than one DLJ Affiliate (as
defined in the Champion Voting Trust Agreement) as a
director of the Company. The Champion Voting Trust
Agreement provides certain restrictions on transfer of
Shares, including, among other things, restrictions on
transfers to DLJ Affiliates.
Attached hereto as Exhibits 20, 21 and 22 are
Amendment Nos. 3, 4 and 5 to D Stockholders Agreement and
Waiver and Consent dated March 31, May 1, 1995, and
August 15, 1995, respectively, relating, among other
things, to the transfer of Shares pursuant to the
Champion Voting Trust Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
DLJ II may be deemed to be the beneficial owner
of the 3,478 Shares directly owned by it and the 28,508
Shares issuable upon the conversion or exercise of the
34,780 shares of Series A Preferred Stock, 27,953 shares
of Series A-1 Preferred Stock, 4,540 shares of Series BB
Preferred Stock, 680 shares of Series C Preferred Stock
and warrants to purchase 1,640 Shares owned by it.
Accordingly, DLJ II may be deemed to beneficially own an
aggregate of 31,986 Shares (the "DLJ II Shares"), or
approximately 0.2% of the Shares outstanding. DLJ II has
the sole power to dispose of the DLJ II Shares directly
owned by it and has given sole voting power with respect
to such Shares to the Trustee pursuant to the Champion
Voting Trust Agreement.
Associates II, as the general partner of DLJ
II, may be deemed, for the purposes of Rule 13d-3 under
the Act, to beneficially own indirectly the DLJ II
Shares, or approximately 0.2% of the Shares outstanding.
Growth may be deemed to be the beneficial owner
of the 96,316 Shares directly owned by it and the 565,972
Shares issuable upon the conversion or exercise of the
694,664 shares of Series A Preferred Stock, 553,869 shares
of Series A-1 Preferred Stock, 89,857 shares of Series BB
Preferred Stock, 13,456 shares of Series C Preferred Stock
and warrants to purchase 32,366 Shares owned by it.
Accordingly, Growth may be deemed to beneficially own an
aggregate of 662,288 Shares (the "Growth Shares"), or
approximately 4.7% of the Shares outstanding. Growth has
the sole power to dispose of the Growth Shares directly
owned by it and has given sole voting power with respect
to such Shares to the Trustee pursuant to the Champion
Voting Trust Agreement.
Associates, as a general partner of Growth, may
be deemed, for the purposes of Rule 13d-3 under the Act,
to beneficially own indirectly the Growth Shares, or
approximately 4.7% of the Shares.
Sprout VI may be deemed to be the beneficial
owner of the 101,456 Shares directly owned by it and the
888,997 Shares issuable upon the conversion or exercise of
the 1,005,854 shares of Series A Preferred Stock, 801,987
shares of Series A-1 Preferred Stock, 130,079 shares of
Series BB Preferred Stock, 19,480 shares of Series C
Preferred Stock, 27,389 shares of Series D Preferred Stock
and warrants to purchase 61,644 Shares directly owned by
it. Accordingly, Sprout VI may be deemed to beneficially
own an aggregate of 990,453 Shares (the "Sprout VI
Shares"), or approximately 7.0% of the Shares outstanding.
Sprout VI has the sole power to dispose of the Sprout VI
Shares directly owned by it and has given sole voting
power with respect to such Shares to the Trustee pursuant
to the Champion Voting Trust Agreement.
Growth II may be deemed to be the beneficial
owner of the 504,708 Shares (the "Growth II Shares")
issuable upon the conversion or exercise of the 198,699
shares of Series D Preferred Stock and warrants to
purchase 107,310 Shares directly owned by it, or
approximately 3.5% of the Shares outstanding. Growth II
has the sole power to dispose of the Growth II Shares
directly owned by it and has given sole voting power with
respect to such Shares to the Trustee pursuant to the
Champion Voting Trust Agreement.
DLJCC may be deemed to be the beneficial owner
of the 51,366 Shares issuable upon the conversion or
exercise of the 20,223 shares of Series D Preferred Stock
and warrants to purchase 10,920 Shares directly owned by
it, or approximately 0.4% of the Shares outstanding.
DLJCC, because of its relationships with DLJ II and
Associates II, and Growth and Associates, and as the
managing general partner of each Sprout VI and Growth II,
also may be deemed, for the purposes of Rule 13d-3 under
the Act, to beneficially own indirectly the DLJ II Shares,
the Growth Shares, the Sprout VI Shares and the Growth II
Shares, for an aggregate of 2,240,801 Shares (the "DLJCC
Shares"), or approximately 15.6% of the Shares
outstanding. DLJCC has the sole power to dispose of the
Shares directly owned by it and has given sole voting
power with respect to such Shares to the Trustee pursuant
to the Champion Voting Trust Agreement.
ESC may be deemed to be the beneficial owner of
the 1,605 Shares (the "ESC Shares") issuable upon the
conversion or exercise of the 633 shares of Series D
Preferred Stock and warrants to purchase 339 Shares
directly owned by it, or less than 0.1% of the Shares
outstanding. ESC has the sole power to vote and the sole
power to dispose of the ESC Shares directly owned by it
and has given sole voting power with respect to such
Shares to the Trustee pursuant to the Champion Voting
Trust Agreement.
LBO, as the manager of ESC, may be deemed, for
the purposes of Rule 13d-3 under the Act, to beneficially
own indirectly the ESC Shares, or less than 0.1% of the
Shares outstanding.
DLJSC may be deemed to be the beneficial owner
of the 82,765 Shares (the "DLJSC Shares") issuable upon
the conversion or exercise of the 32,597 shares of Series
D Preferred Stock and warrants to purchase 17,571 Shares
directly owned by it, or approximately 0.6% of the Shares
outstanding. DLJSC has the sole power to dispose of the
DLJSC Shares directly owned by it and has given sole
voting power with respect to such Shares to the Trustee
pursuant to the Champion Voting Trust Agreement.
As the sole stockholder of DLJCC and DLJSC, DLJ
may be deemed, for the purposes of Rule 13d-3 under the
Act, to beneficially own indirectly the DLJCC Shares and
the DLJSC Shares. In addition, as the sole stockholder of
LBO, DLJ may be deemed, for the purposes of Rule 13d-3
under the Act, to beneficially own indirectly the Shares
that are beneficially owned indirectly by LBO.
Because of Equitable's ownership of DLJ,
Equitable may be deemed, for the purposes of Rule 13d-3
under the Act, to beneficially own indirectly the DLJCC
Shares, the DLJSC Shares and the Shares attributed to LBO
that may be deemed to be beneficially owned indirectly by
DLJ.
Because of AXA's ownership interest in
Equitable, and the AXA Voting Trustees' power to vote the
Equitable shares placed in the AXA Voting Trust, each of
AXA and the AXA Voting Trustees may be deemed, for
purposes of Rule 13d-3 under the Act, to beneficially own
indirectly the Shares that Equitable may be deemed to
beneficially own. Because of the direct and indirect
ownership interest in AXA of Midi Participations, Finaxa
and the Mutuelles AXA, each of Midi Participations, Finaxa
and the Mutuelles AXA may be deemed, for purposes of Rule
13d-3 under the Act, to beneficially own indirectly the
Shares that AXA may be deemed to beneficially own. AXA,
Midi Participations, Finaxa, the Mutuelles AXA and the AXA
Voting Trustees disclaim beneficial ownership of any
Shares.
The Reporting Persons, in the aggregate, may be
deemed to beneficially own 2,325,171 Shares, or
approximately 16.2% of the Shares outstanding. The
percentage of Shares outstanding reported as beneficially
owned by each Reporting Person herein on the date hereof
is based upon (a) the 4,243,975 Shares outstanding on
August 31, 1995, as stated by the Company, (b) the
conversion of all outstanding shares of Company preferred
stock into 9,920,407 Shares, as stated by the Company,
which shares of preferred stock have voting rights on all
matters according to the number of Shares into which such
preferred shares are convertible, and (c) the Shares
deemed to be beneficially owned by each Reporting Person
upon the conversion or exercise of shares of Company
preferred stock and warrants directly owned by such
person.
On October 31, 1994, DLJCC transferred record
ownership of 10,278 shares of Old Champion Series D and,
on December 1, 1994, transferred record ownership of 1993
Warrants to purchase 5,550 shares of Old Champion Common
to certain employees of DLJSC. In connection with such
transfer, each such transferee granted a power of attorney
and proxy with regard to such securities to Robert Diemar,
Jr., an employee of DLJSC. The Reporting Persons disclaim
beneficial ownership of such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The information set forth in Item 3 and Item 4
above is incorporated herein by reference.
Certain of the Reporting Persons have certain
"demand" and "piggyback" registration certain rights with
respect to their Shares as provided in the Series A
Preferred Stock, the Series A-1 Preferred Stock, the
Series BB Preferred Stock, the Series C Preferred Stock,
the Series D Preferred Stock and warrants to purchase
Shares pursuant to the Stock Registration Agreement, dated
December 31, 1990, the Series B and Series C Stock
Registration Agreement, dated December 2, 1993, and the
Series D Stock Registration Agreement, dated December 31,
1993, copies of which are attached hereto as Exhibits 13,
14 and 15, respectively. Pursuant to the Merger
Agreement, the Company has assumed the obligations under
such registration rights agreements.
Pursuant to a letter agreement dated December
30, 1990, a copy of which is attached hereto as Exhibit
16, Old Champion agreed, for a period of six years, to
negotiate in good faith first with DLJSC the terms under
which DLJSC would be selected as the managing underwriter
or co-managing underwriter of any underwritten public
offering of debt or equity securities by Old Champion.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following material was filed as Exhibits to
the Schedule 13D dated December 15, 1994:
2 Powers of Attorney (Associates and Associates
II)
3 D Stockholders Agreement dated December 31, 1993
4 Preferred Stock Purchase Agreement dated
December 31, 1990
5 Warrant Purchase Agreement dated December 31, 1990
6 Form of 1990 Warrants
7 Note and Stock Purchase Agreement dated May 27, 1992
8 Form of 1992 Warrants
9 Form of Bridge Warrants
10 Series C Stock Purchase Agreement dated December 2,
1993
11 Series D Note and Stock Purchase Agreement dated
December 31, 1993
12 Form of 1993 Warrants
13 Stock Registration Agreement dated December 31, 1990
14 Series B and Series C Stock Registration
Agreement dated December 2, 1993
15 Series D Stock Registration Agreement dated
December 31, 1993
16 Letter Agreement dated December 31, 1990
The following material is being filed as Exhibits hereto:
17 Joint Filing Agreement
18 Powers of Attorney (AXA, Midi Participations,
Finaxa, the Mutuelles AXA and the AXA Voting
Trustees)
19 Voting Trust Agreement dated as of August 31,
1995
20 Amendment No. 3 to D Stockholders Agreement
dated March 31, 1995
21 Amendment No. 4 to D Stockholders Agreement
dated May 1, 1995
22 Amendment No. 5 to D Stockholders Agreement
dated August 15, 1995
SIGNATURE
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.
Date: August 31, 1995
DLJ VENTURE CAPITAL FUND II, L.P.
By: DLJ Fund Associates II
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-fact
SIGNATURE
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.
Date: August 31, 1995
DLJ FUND ASSOCIATES II
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-fact
SIGNATURE
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.
Date: August 31, 1995
SPROUT GROWTH, L.P.
By: DLJ Growth Associates
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-Fact
SIGNATURE
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.
Date: August 31, 1995
DLJ GROWTH ASSOCIATES
By: DLJ Capital Corporation
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
SIGNATURE
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.
Date: August 31, 1995
SPROUT CAPITAL VI, L.P.
By: DLJ Capital Corporation
Managing General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
SIGNATURE
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.
Date: August 31, 1995
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Managing General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
SIGNATURE
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.
Date: August 31, 1995
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
SIGNATURE
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.
Date: August 31, 1995
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management
Corporation Manager
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Vice President
SIGNATURE
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.
Date: August 31, 1995
DLJ LBO PLANS MANAGEMENT
CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Vice President
SIGNATURE
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.
Date: August 31, 1995
DONALDSON, LUFKIN &
JENRETTE SECURITIES
CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Senior Vice President
SIGNATURE
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.
Date: August 31, 1995
DONALDSON, LUFKIN &
JENRETTE, INC.
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Senior Vice President
SIGNATURE
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.
Date: August 31, 1995
THE EQUITABLE COMPANIES
INCORPORATED
By: /s/ Joanne T. Marren
Joanne T. Marren
Senior Vice President and
Deputy General Counsel
SIGNATURE
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.
Date: August 31, 1995
AXA
MIDI PARTICIPATIONS
FINAXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
ALPHA ASSURANCES I.A.R.D. MUTUELLE
CLAUDE BeBeAR, as Voting Trustee
PATRICE GARNIER, as Voting Trustee
HENRI DE CLERMONT-TONNERRE,
as Voting Trustee
Signed on behalf of each of the
above
By: /s/ Joanne T. Marren
Joanne T. Marren
Attorney-in-fact
SCHEDULE A
Executive Officers and Directors
of
DLJ Capital Corporation
The names of the Directors and the names and
titles of the Executive Officers of DLJ Capital Corporation
("DLJCC") and their business addresses and principal
occupations are set forth below. Each Director's or
Executive Officer's business address is that of DLJCC at 140
Broadway, New York, New York 10005. Unless otherwise
indicated, each occupation set forth opposite an
individual's name refers to DLJCC and each individual is a
United States citizen.
Name, Business Address Present Principal
Occupation
* Richard E. Kroon President and Chief
Executive Officer
* Anthony F. Daddino Vice President; Executive
Vice President and Chief
Financial Officer,
Donaldson, Lufkin &
Jenrette, Inc.
* Thomas E. Siegler Secretary and Treasurer;
Senior Vice President and
Secretary, Donaldson,
Lufkin & Jenrette, Inc.
____________
* Director
SCHEDULE B
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation
The names of the Directors and the names and
titles of the Executive Officers of DLJ LBO Plans Management
Corporation ("LBO") and their business addresses and
principal occupations are set forth below. Each Director's
or Executive Officer's business address is that of LBO at
140 Broadway, New York, New York 10005. Unless otherwise
indicated, each occupation set forth opposite an
individual's name refers to LBO and each individual is a
United States citizen.
Name, Business Address Present Principal
Occupation
* Anthony F. Daddino President; Executive Vice
President and Chief
Financial Officer,
Donaldson, Lufkin &
Jenrette, Inc.
* Vincent De Giaimo Vice President
* Thomas E. Siegler Vice President and
Secretary; Senior Vice
President and Secretary,
Donaldson, Lufkin &
Jenrette, Inc.
* Edward A. Poletti Vice President and
Treasurer
_______________
* Director
SCHEDULE C
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette Securities Corporation
The names of the Directors and the names and
titles of the Executive Officers of Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJSC") and their business
addresses and principal occupations are set forth below. If
no address is given, the Director's or Executive Officer's
business address is that of DLJSC at 140 Broadway, New York,
New York 10005. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to DLJSC and
each individual is a United States citizen.
Name, Business Address Present Principal
Occupation
* John S. Chalsty Chairman, President and
Chief Executive Officer
* Carl B. Menges Vice Chairman of the Board
* Richard S. Pechter Managing Director
* Theodore P. Shen Managing Director
* Anthony F. Daddino Executive Vice President
and Chief Financial
Officer
* Joe L. Roby Managing Director
______________
*Director
SCHEDULE D
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette, Inc.
The names of the Directors and the names and
titles of the Executive Officers of Donaldson, Lufkin &
Jenrette, Inc. ("DLJ") and their business addresses and
principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business
address is that of DLJ at 140 Broadway, New York, New York
10005. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to DLJ and each
individual is a United States citizen.
Name, Business Address Present Principal
Occupation
* John S. Chalsty President and Chief
Executive Officer
* Richard H. Jenrette Chairman of the Board;
787 Seventh Avenue Chairman of the Board and
New York, NY 10019 Chief Executive Officer,
The Equitable Companies
Incorporated; Chairman of
the Executive Committee of
the Board, The Equitable
Life Assurance Society of
the United States
* Anthony F. Daddino Executive Vice President
and Chief Financial
Officer
* Christophe Dupont- Senior Vice President, AXA
Madinier(1) International
AXA International
23, avenue Matignon
75008 Paris, France
* Henri de Castries(1) Executive Vice President,
AXA AXA
23, avenue Matignon
75008 Paris, France
* Henri Hottinguer(3) Chairman and Chief
Banque Hottinguer Executive, Banque
38, rue de Provence Hottinguer (banking)
75009 Paris, France
* W. Edwin Jarmain(2) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington St. West holding company)
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Jerry de St. Paer Executive Vice President
787 Seventh Avenue and Chief Financial
New York, NY 10019 Officer, The Equitable
Companies Incorporated;
Executive Vice President
and Chief Financial
Officer, The Equitable
Life Assurance Society of
the United States
* Joseph J. Melone President and Chief
787 Seventh Avenue Operating Officer, The
New York, NY 10019 Equitable Companies
Incorporated; Chairman of
the Board and Chief
Executive Officer, The
Equitable Life Assurance
Society of the United
States
* Carl B. Menges Vice Chairman of the Board
* Richard S. Pechter Managing Director
One Pershing Plaza
Jersey City, NJ 07399
* Joe L. Roby Managing Director
* Theodore P. Shen Managing Director
Robert J. Albano Senior Vice President and
Director of Compliance and
Regulatory Affairs
Michael M. Bendik Senior Vice President and
Chief Accounting Officer
Michael A. Boyd Senior Vice President and
General Counsel
Joseph D. Donnelly Senior Vice President and
One Pershing Plaza Associate General Counsel
Jersey City, NJ 07599
Stuart S. Flamberg Senior Vice President and
Director of Taxes
Roy A. Garman Senior Vice President and
Controller
Charles J. Hendrickson Senior Vice President and
Treasurer
Gerald B. Rigg Senior Vice President and
Director of Human
Resources
Thomas E. Siegler Senior Vice President and
Secretary
____________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
(3) Citizen of Switzerland
SCHEDULE E
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and
titles of the Executive Officers of The Equitable
Companies Incorporated ("Equitable") and their business
addresses and principal occupations are set forth below.
If no address is given, the Director's or Executive
Officer's business address is that of Equitable at 787
Seventh Avenue, New York, New York 10019. Unless
otherwise indicated, each occupation set forth opposite
an individual's name refers to Equitable and each
individual is a United States citizen.
Name, Business Address Present Principal
Occupation
* Claude Bebear(1) Chairman and Chief
AXA Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson Senior Executive Vice
President, The Equitable
Companies Incorporated;
President and Chief
Operating Officer, The
Equitable Life Assurance
Society of the United
States
* Henri de Castries Executive Vice President,
AXA Financial Services and
23, avenue Matignon Life Insurance Activities,
75008 Paris, France AXA
Jerry M. de St. Paer Executive Vice President
and Chief Financial
Officer, The Equitable
Companies Incorporated;
Executive Vice President
and Chief Financial
Officer, The Equitable
Life Assurance Society of
the United States;
Director, Donaldson,
Lufkin, & Jenrette, Inc.
* Joseph L. Dionne Chairman and Chief
The McGraw-Hill Companies Executive Officer, The
1221 Avenue of the McGraw-Hill Companies
Americas (multi-media publishing
New York, NY 10020 and informational
services)
* William T. Esrey Chairman and Chief
Sprint Corporation Executive Officer, Sprint
P.O. Box 11315 Corporation (international
Kansas City, MO 64112 telecommunications
company)
* Jean-Rene Fourtou(1) Chairman and Chief
Rhone-Poulenc S.A. Executive Officer, Rhone-
25 quai Paul Doumer Poulenc S.A. (industry)
92408 Courbevoie,
France
Robert E. Garber Executive Vice President
and General Counsel, The
Equitable Companies
Incorporated; Executive
Vice President and General
Counsel, The Equitable
Life Assurance Society of
the United States
* Donald J. Greene Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & Greene & MacRae (law firm)
MacRae
125 West 55th Street
New York, NY 10019
* John T. Hartley Chairman and Chief
Harris Corporation Executive Officer, Harris
1025 Nasa Boulevard Corporation (manufacturer
Melbourne, FL 32919 of electronic, telephone
and copying systems)
* John H.F. Haskell, Jr. Director and Managing
Dillon, Read & Co., Inc. Director, Dillon, Read &
535 Madison Avenue Co., Inc. (investment
New York, NY 10028 banking firm)
* W. Edwin Jarmain(2) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington St. West holding company)
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Richard H. Jenrette Chairman of the Board and
Chief Executive Officer,
The Equitable Companies
Incorporated; Chairman of
the Executive Committee of
the Board, The Equitable
Life Assurance Society of
the United States
* Winthrop Knowlton Chairman, Knowlton
Knowlton Brothers, Inc. Brothers, Inc. (private
530 Fifth Avenue investment firm);
New York, NY 10036 President and Chief
Executive Officer,
Knowlton Associates, Inc.
(consulting firm)
* Arthur L. Liman Partner, Paul, Weiss,
Paul, Weiss, Rifkind, Rifkind, Wharton &
Wharton & Garrison Garrison (law firm)
1285 Avenue of the
Americas
New York, NY 10019
Joanne T. Marren Senior Vice President and
Deputy General Counsel
William T. McCaffrey Executive Vice President
and Chief Administrative
Officer, The Equitable
Companies Incorporated;
Executive Vice President
and Chief Administrative
Officer, The Equitable
Life Assurance Society of
the United States
* Joseph J. Melone President and Chief
Operating Officer, The
Equitable Companies
Incorporated; Chairman of
the Board and Chief
Executive Officer, The
Equitable Life Assurance
Society of the United
States
Peter D. Noris Executive Vice President
and Chief Investment
Officer, The Equitable
Companies Incorporated;
Executive Vice President
and Chief Investment
Officer, The Equitable
Life Assurance Society of
the United States
* Wyndham G. Robertson Vice President for
University of North Communications, University
Carolina of North Carolina
P.O. Box 2688 (education)
Chapel Hill, NC 27515-
2688
* George J. Sella, Jr. Retired Chairman and Chief
American Cyanamid Company Executive Officer,
P.O. Box 3017 American Cyanamid Company
Newton, NJ 07860 (manufacturer
pharmaceutical products
and agricultural products)
* Sir Douglas W.G. Chairman, Nomura
Wass(3) International, plc
Nomura International (international investment
1 St. Martin's LeGrand banking firm); Chairman,
London ECI A4 NP AXA Equity and Law Life
England Assurance Society, plc
(insurance)
* Dave H. Williams Chairman and Chief
Alliance Capital Executive Officer,
Management Corporation Alliance Capital
1345 Avenue of the Management Corp.
Americas (investment company)
New York, NY 10105
________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
(3) Citizen of the United Kingdom
SCHEDULE F
Executive Officers and
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of AXA and their business addresses
and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's
business address is that of AXA at 23, avenue Matignon,
75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers
to AXA and each individual is a citizen of the Republic
of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
Officer
Henri de Castries Executive Vice President,
Financial Services and Life
Insurance Activities
FranCoise Colloc'h Executive Vice President,
Culture, Management and Public
Relations
Christian Excoffier Chief Executive Officer, AXA
Reassurance
Gerard de la Martiniere Executive Vice President,
Corporate Finance and
Administrative Services
Jean-Paul Saillard Corporate Secretary
Claude Tendil Executive Vice President, Non-
Life and Composite Insurance
Activities
* Antoine Bernheim Partner and Managing Director
121, boulevard Haussman Lazard Freres et Cie
75008 Paris, France (investment banking)
* Henri de Clermont- Chairman, Societe d'Armement et
Tonnerre de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* Eugenio Coppola di Chairman, Assicurazioni
Canzano(1) Generali S.p.A. (insurance)
Piazza Duca Degli
Abruzzi 2
34132 Trieste, Italy
* David Dautresme Partner and Managing Director
121, boulevard Haussman Lazard Freres et Cie
75008 Paris, France (investment banking)
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Michel FranCois-Poncet Chairman of the Supervisory
3, rue d'Autin Board of Compagnie Financiere
75002 Paris, France Paribas and Banque Paribas
(financial services and
banking)
* Patrice Garnier Retired
* Gianfranco Gutty (1) Director and Executive Officer,
Piazza Duca Degli Assicurazioni Generali S.p.A.
Abruzzi 2 (insurance)
34132 Trieste, Italy
* Henri Hottinguer (2) Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer
75009 Paris, France (banking)
* Didier Pineau- Chief Executive Officer,
Valencienne Schneider S.A. (electric
64-70, avenue Jean equipment)
Baptiste Clement
92646 Boulogne Cedex,
France
* Richard H. Jenrette Chairman and Chief Executive
(3) Officer, The Equitable
787 Seventh Avenue Companies Incorporated
New York, New York
10019
* Sir Douglas William Chairman, Nomura International
Gretton Wass (4) plc (investment banking);
St. Martins Le Grand Chairman, AXA Equity and Law
London EC14NP, United Life Assurance Society, plc
Kingdom (insurance)
_______________________
* Member, Conseil d'Administration
(1) Citizen of Italy
(2) Citizen of Switzerland
(3) Citizen of the United States of America
(4) Citizen of the United Kingdom
SCHEDULE G
Executive Officers and
Members of Conseil d'Administration
of
MIDI PARTICIPATIONS
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of Midi Participations and their
business addresses and principal occupations are set
forth below. If no address is given, the Member's or
Executive Officer's business address is that of Midi
Participations at 23, avenue Matignon, 75008 Paris,
France. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Midi
Participations and each individual is a citizen of the
Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
Officer; Chairman and Chief
Executive Officer, AXA
* Eugenio Coppola di Chairman, Assicurazioni
Canzano (1) Generali S.p.A. (insurance)
Piazza Duca Degli
Abruzzi 2
34132 Trieste, Italy
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Gianfranco Gutty (1) Director and Executive
Piazza Duca Degli Officer, Assicurazioni
Abruzzi 2 Generali S.p.A. (insurance)
34132 Trieste, Italy
______________________
* Member, Conseil d'Administration
(1) Citizen of Italy
SCHEDULE H
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of Finaxa and their business addresses
and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's
business address is that of Finaxa at 23, avenue
Matignon, 75008 Paris, France. Unless otherwise
indicated, each occupation set forth opposite an
individual's name refers to Finaxa and each individual is
a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
Officer; Chairman and Chief
Executive Officer, AXA
* Henri de Clermont- Chairman, Societe d'Armement
Tonnerre et de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* Patrice Garnier Retired
* Henri Hottinguer (1) Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer
75009 Paris, France (banking)
* Paul Hottinguer (1) Assistant Chairman and Chief
38, rue de Provence Executive Officer, Banque
75009 Paris, France Hottinguer (banking)
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
______________________
* Member, Conseil d'Administration
(1) Citizen of Switzerland
SCHEDULE I
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of AXA Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations
are set forth below. If no address is given, the
Member's or Executive Officer's business address is that
of AXA Assurances I.A.R.D. Mutuelle at La Grande Arche,
Paroi Nord, Cedex 41, 92044 Paris La Defense, France.
Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to AXA Assurances
I.A.R.D. Mutuelle and each individual is a citizen of the
Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Claude Tendil General Manager; Executive
23, avenue Matignon Vice President, Non-Life and
75008 Paris, France Composite Insurance
Activities, AXA
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities, AXA
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* FranCoise Richer Retired
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Nicolas Thiery Chairman and Chief Executive
6 Cite de la Chapelle Officer, Etablissements
75018 Paris, France Jaillard (management
consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France S.A.
76301 Sotteville les (coffee importing and
Rouen, France processing)
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
___________________
* Member, Conseil d'Administration
SCHEDULE J
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of AXA Assurances Vie Mutuelle and
their business addresses and principal occupations are
set forth below. If no address is given, the Member's or
Executive Officer's business address is that of AXA
Assurances Vie Mutuelle at La Grande Arche, Paroi Nord,
Cedex 41, 92044 Paris La Defense, France. Unless
otherwise indicated, each occupation set forth opposite
an individual's name refers to AXA Assurances Vie
Mutuelle and each individual is a citizen of the Republic
of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Claude Tendil General Manager; Executive
23, avenue Matignon Vice President, Non-Life and
75008 Paris, France Composite Insurance
Activitites, AXA
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities, AXA
* Henri de Clermont- Chairman, Societe d'Armement
Tonnerre et de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* FranCoise Richer Retired
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Nicolas Thiery Chairman and Chief Executive
6 Cite de la Chapelle Officer, Etablissements
75018 Paris, France Jaillard (management
consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France S.A.
76301 Sotteville les (coffee importing and
Rouen, France processing)
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
__________________
* Member, Conseil d'Administration
SCHEDULE K
Executive Officers and
Members of Conseil d'Administration
of
UNI EUROPE ASSURANCE MUTUELLE
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of Uni Europe Assurance Mutuelle and
their business addresses and principal occupations are
set forth below. If no address is given, the Member's or
Executive Officer's business address is that of Uni
Europe Assurance Mutuelle at 24, rue Druout, 75009 Paris,
France. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Uni Europe
Assurance Mutuelle and each individual is a citizen of
the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Claude Tendil General Manager; Executive
23, avenue Matignon Vice President, Non-Life and
75008 Paris, France Composite Insurance
Activitites, AXA
* Francis Cordier Chairman and Chief Executive
rue Nicephone Niepce BP Officer, Group Demay Lesieur
232 76304 Sotteville Les (food industry)
Rouen, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Marcel Gontard Chairman and Chief Executive
18-20, Place de la Officer, Compagnie Fonciere
Madeleine 75008 Paris, de France (real estate)
France
* Francis Magnan Chairman and Chief Executive
50, boulevard des Dames Officer, Groupe Daher (air
13002 Marseille, France and sea transportation)
* Jean de Ribes Chief Executive Officer,
13, rue Notre Dame des Banque Rivaud (banking)
Victoires 75008 Paris,
France
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
______________________
* Member, Conseil d'Administration
SCHEDULE L
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of Alpha Assurances Vie Mutuelle and
their business addresses and principal occupations are
set forth below. If no address is given, the Member's or
Executive Officer's business address is that of Alpha
Assurances Vie Mutuelle at Tour Franklin, 100/101
Terrasse Boildieu, Cedex 11, 92042 Paris La Defense,
France. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Alpha
Assurances Vie Mutuelle and each individual is a citizen
of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Claude Tendil General Manager; Executive
23, avenue Matignon Vice President, Non-Life and
75008 Paris, France Composite Insurance
Activities, AXA
* Claude Fath Manager
* Henri de Clermont- Chairman, Societe d'Armement
Tonnerre et de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France S.A.
76301 Sotteville les (coffee importing and
Rouen processing)
France
_______________________
* Member, Conseil d'Administration
SCHEDULE M
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil
d'Administration and the names and titles of the
Executive Officers of Alpha Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations
are set forth below. If no address is given, the
Member's or Executive Officer's business address is that
of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin,
100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La
Defense, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers
to Alpha Assurances I.A.R.D. Mutuelle and each individual
is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Claude Tendil General Manager; Executive
23, avenue Matignon Vice President, Non-Life and
75008 Paris, France Composite Insurance
Activities, AXA
* Henri Brischoux Manager, AXA
23, avenue Matignon
75008 Paris, France
* Henri de Clermont- Chairman, Societe d'Armement
Tonnerre et de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* Bernard Cornille Audit Manager, AXA
23, rue Matignon
75008 Paris, France
* Claude Fath Manager, Alpha Assurances Vie
Mutuelle
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Claude Peter Retired
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
____________________
* Member, Conseil d'Administration
EXHIBIT INDEX
Exhibit No. Description Page No.
The following material was filed as Exhibits to the
Schedule 13D dated December 15, 1994:
2 Powers of Attorney (Associates and Associates II)
3 D Stockholders Agreement dated December 31, 1993
4 Preferred Stock Purchase Agreement dated December
31, 1990
5 Warrant Purchase Agreement dated December 31, 1990
6 Form of 1990 Warrants
7 Note and Stock Purchase Agreement dated May 27,
1992
8 Form of 1992 Warrants
9 Form of Bridge Warrants
10 Series C Stock Purchase Agreement dated December 2,
1993
11 Series D Note and Stock Purchase Agreement dated
December 31, 1993
12 Form of 1993 Warrants
13 Stock Registration Agreement dated December 31,
1990
14 Series B and Series C Stock Registration Agreement
dated December 2, 1993
15 Series D Stock Registration Agreement dated
December 31, 1993
16 Letter Agreement dated December 31, 1990
The following material is being filed as Exhibits hereto:
17 Joint Filing Agreement
18 Powers of Attorney (AXA, Midi Participations,
Finaxa, the Mutuelles AXA and the AXA Voting
Trustees)
19 Voting Trust Agreement dated as of August 31, 1995
20 Amendment No. 3 to D Stockholders Agreement dated
as of March 31, 1995
21 Amendment No. 4 to D Stockholders Agreement dated
as of May 1, 1995
22 Amendment No. 5 to D Stockholders Agreement dated
as of August 15, 1995
Exhibit 17
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named
below agrees to the joint filing on behalf of each of them
of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.01
per share, of Champion Healthcare Corporation, a Delaware
corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided
that, as contemplated by Section 13d-1(f)(l)(ii), no person
shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing,
unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing may be
executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
Date: August 31, 1995
DLJ VENTURE CAPITAL DLJ FUND ASSOCIATES II
FUND II, L.P.
By:DLJ Fund Associates II By:/s/ Thomas E. Siegler
General Partner Thomas E. Siegler
Attorney-in-fact
By:/s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-fact
SPROUT GROWTH L.P. DLJ GROWTH ASSOCIATES
By:DLJ Growth Associates By:DLJ Capital Corporation
General Partner General Partner
By:/s/ Thomas E. Siegler
Thomas E. Siegler By:/s/ Thomas E. Siegler
Attorney-in-Fact Thomas E. Siegler
Secretary and Treasurer
PROUT CAPITAL VI, L.P. SPROUT GROWTH II, L.P.
By: By:DLJ Capital Corporation
DLJ Capital Corporation Managing General Partner
Managing General Partner
By:/s/ Thomas E. Siegler By:/s/ Thomas E. Siegler
Thomas E. Siegler Thomas E. Siegler
Secretary and Treasurer Secretary and Treasurer
DLJ CAPITAL CORPORATION DLJ FIRST ESC L.L.C.
By:DLJ LBO Plans
By:/s/ Thomas E. Siegler Management Corporation
Thomas E. Siegler Manager
Secretary and Treasurer
By:/s/ Thomas E. Siegler
Thomas E. Siegler
Vice President
DLJ LBO PLANS MANAGEMENT DONALDSON, LUFKIN &
CORPORATION JENRETTE SECURITIES
CORPORATION
By:/s/ Thomas E. Siegler By:/s/ Thomas E. Siegler
Thomas E. Siegler Thomas E. Siegler
Vice President Senior Vice President
DONALDSON, LUFKIN &
JENRETTE, INC.
By:/s/ Thomas E. Siegler
Thomas E. Siegler
Senior Vice President
THE EQUITABLE COMPANIES AXA
INCORPORATED MIDI PARTICIPATIONS
FINAXA
AXA ASSURANCES I.A.R.D. MUTUELLE
By:/s/ Joanne T. Marren AXA ASSURANCES VIE MUTUELLE
Joanne T. Marren UNI EUROPE ASSURANCE MUTUELLE
Senior Vice President ALPHA ASSURANCES VIE MUTUELLE
and Deputy General ALPHA ASSURANCES I.A.R.D. MUTUELLE
Counsel CLAUDE BeBeAR, as Voting Trustee
PATRICE GARNIER, as Voting Trustee
HENRI DE CLERMONT-TONNERRE,
as Voting Trustee
Signed on behalf of each of the
above
By: /s/ Joanne T. Marren
Joanne T. Marren
Attorney-in-fact
EXHIBIT 19
VOTING TRUST AGREEMENT
RELATING TO SHARES OF
CHAMPION HEALTHCARE CORPORATION
THIS VOTING TRUST AGREEMENT (the "Agreement")
is made and entered into as of August 31, 1995, by and
among Sprout Capital VI, L.P., a Delaware limited
partnership ("Sprout VI"), Sprout Growth, L.P., a
Delaware limited partnership ("Growth"), Sprout Growth
II, L.P., a Delaware limited partnership ("Growth II"),
DLJ Venture Capital Fund II, L.P., a Delaware limited
partnership ("DLJ II"), DLJ Capital Corporation, a
Delaware corporaton ("DLJCC"), DLJ First ESC L.L.C., a
Delaware limited liability company ("ESC"), Donaldson,
Lufkin & Jenrette Securities Corporation, a Delaware
corporation ("DLJSC"), Donaldson, Lufkin & Jenrette,
Inc., a Delaware corporation ("DLJ"), and First
Interstate Bank of California, as trustee (together with
its successors in such capacity, the "Trustee").
WHEREAS, the parties hereto desire to record
their arrangements with respect to securities of Champion
Healthcare Corporation, a corporation organized under the
laws of the state of Delaware, whose principal offices
are located at 14340 Torrey Chase, Suite 320, Houston,
Texas 77014 (the "Corporation").
NOW, THEREFORE, the parties hereto agree as
follows:
1. Certain Definitions. In this Agreement:
(a) "Control Affiliate" means The Equitable or
any person or entity controlling, controlled by or under
common control with, directly or indirectly, The
Equitable.
(b) "DLJ" means Donaldson, Lufkin & Jenrette,
Inc., a Delaware corporation, and its successors.
(c) "DLJSC" means Donaldson, Lufkin & Jenrette
Securities Corporation, a Delaware corporation, and its
successors.
(d) "DLJ Affiliate" means any person or entity
who is a Control Affiliate, Employee Affiliate or Other
Affiliate.
(e) "Employee Affiliate" means any person who
is a director or employee of DLJ or any of its
subsidiaries or who is employed by (or who is the spouse,
relative or relative of a spouse, in each case residing
in the home of a person employed by) a Control Affiliate.
(f) "Exchange Act" means the Securities
Exchange Act of 1934, as amended.
(g) "Holder" means from time to time, any
person or entity for whom Shares are held hereunder by
the Trustee.
(h) "Initial DLJ Holders" means Sprout VI,
Growth, Growth II, DLJ II, DLJCC, ESC and DLJSC.
(i) "Majority Holders" means from time to
time, Holders of Trust Certificates representing at least
50% of the Shares then deposited hereunder.
(j) "Other Affiliate" means any person or
entity which has a substantial business relationship with
a Control Affiliate and which is not itself a Control
Affiliate.
(k) "Securities Act" means the Securities Act
of 1933, as amended.
(l) "Shares" means (i) all shares of the
voting capital stock (of any class) of the Corporation
which may be delivered to the Trustee from time to time
under this Agreement, and (ii) to the extent applicable,
and unless the context otherwise requires, all securities
convertible into, exchangeable for, or carrying the right
to acquire, voting capital stock (of any class) of the
Corporation or subscriptions, warrants, options, rights
or other arrangements obligating the Corporation to issue
or dispose of any of its shares of the voting capital
stock (of any class) or any ownership interest therein,
which securities may be delivered to the Trustee from
time to time under this Agreement.
(m) "The Equitable" means The Equitable
Companies Incorporated and its successors.
2. Deposit.
(a) Each of the Initial DLJ Holders hereby
assigns and delivers or has caused to be assigned and
delivered to the Trustee to be held pursuant to this
Agreement the number of Shares set forth opposite its
name on Schedule A attached hereto (the "Initial
Deposit"). Such Shares constitute all of the Shares
owned as of the date hereof by DLJ or any DLJ Affiliate
other than 10,278 shares of Series D Cumulative
Convertible Preferred Stock of the Corporation, $.01 par
value per share, and warrants to purchase 5,550 shares of
common stock of the Corporation, $.01 par value per share
(the "Common Stock"), held of record as of the date
hereof by certain employees of DLJSC. Subject to the
provisions of Section 2(b) below, DLJ shall assign and
deliver or cause to be assigned and delivered to the
Trustee all Shares owned by any DLJ Affiliate or acquired
by any DLJ Affiliate at any time in excess of five
percent (5%) in the aggregate of the total number of
shares of the voting capital stock (of any class) of the
Corporation at any time outstanding. Each person for whom
Shares are held from time to time by the Trustee
hereunder shall be a Holder and shall be bound by all the
provisions of this Agreement applicable to Holders.
(b) For purposes of determining whether more
than five percent (5%) in the aggregate of the total
number of shares of the voting capital stock (of any
class) of the Corporation at any time outstanding are
owned by DLJ Affiliates, there shall be excluded, and no
deposit of shares shall be required hereunder as a
consequence of, any shares:
(i) held by DLJSC or any other Control
Affiliate which is registered as a broker-dealer
under the Exchange Act if such shares are held in
connection with its normal trading activities as a
broker-dealer; provided, however, that DLJSC or such
other Control Affiliate will not vote such shares,
(ii) held by DLJSC or any other Control
Affiliate which is a registered broker-dealer under
the Exchange Act, if such shares are held in a
syndicate or trading account and were acquired in
its capacity as an underwriter or placement agent
whether in an offering registered under the
Securities Act or otherwise; provided, however, that
DLJSC or such other Control Affiliate will not vote
such shares,
(iii) held by DLJSC for the account of any
person or entity other than a Control Affiliate or
Employee Affiliate or in the name of a customer
account, which customer is a person or entity other
than a Control Affiliate or an Employee Affiliate;
provided, however, that DLJSC may vote the shares
only when instructed by the beneficial owner thereof
or as otherwise permitted under the rules of the New
York Stock Exchange,
(iv) held in an investment advisory
account as to which a Control Affiliate is an
investment advisor, the assets of which account are
not owned by a Control Affiliate, or
(v) held by an Employee Affiliate other
than a person holding the position of Senior Vice
President or above (or performing the comparable
function) of DLJ or any of its subsidiaries or held
by an Other Affiliate, unless in either case a
contract or other arrangement (other than this
Agreement) regarding the voting of such Shares
exists between such Employee Affiliate or Other
Affiliate and any Control Affiliate.
3. Transfer on Books of Corporation. The
Trustee shall, to the extent applicable, cause all Shares
transferred to or deposited with it in its capacity as
Trustee hereunder to be transferred to it as Trustee on
the books of the Corporation and will issue and deliver
to each Holder a Voting Trust Certificate (a "Trust
Certificate") for the number of Shares so transferred to
the Trustee.
4. Form. Trust Certificates shall be in
substantially the following form (with such modifications
as may be appropriate if the applicable Trust Certificate
represents rights or other arrangements with respect to
the voting stock defined as "Shares"):
THE TRANSFER OF THIS VOTING TRUST CERTIFICATE
IS SUBJECT TO TERMS AND CONDITIONS SET FORTH IN
THE VOTING TRUST AGREEMENT DATED AS OF AUGUST
31, 1995, A COPY OF WHICH HAS BEEN FILED IN THE
REGISTERED OFFICE IN THE STATE OF DELAWARE OF
CHAMPION HEALTHCARE CORPORATION, A CORPORATION
ORGANIZED UNDER THE LAWS OF THE STATE OF
DELAWARE (THE "CORPORATION"). SUCH COPY IS
OPEN TO INSPECTION DAILY DURING BUSINESS HOURS
BY ANY STOCKHOLDER OF THE CORPORATION OR ANY
BENEFICIARY OF THE VOTING TRUST CREATED
PURSUANT TO SUCH VOTING TRUST AGREEMENT.
CHAMPION HEALTHCARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No. No. of: Common Stock
______
Warrants
______
Series A Convertible
Preferred Stock______
Series A-1 Convertible
Preferred Stock______
Series BB Convertible
Preferred Stock______
Series C Convertible
Preferred Stock______
Series D Convertible
Preferred Stock______
[Other Security, if
applicable] ______
This certifies that [ ]
("Holder") has transferred to the undersigned Trustee or
is otherwise the beneficial owner of the above-stated
number of shares of Common Stock, $.01 par value per
share, of Champion Healthcare Corporation, a corporation
organized under the laws of the State of Delaware (the
"Corporation"), warrants to purchase Common Stock, shares
of Series A Convertible Preferred Stock, par value $.01
per share, of the Corporation, shares of Series A-1
Convertible Preferred Stock, par value $.01 per share, of
the Corporation, shares of Series BB Cumulative
Convertible Preferred Stock, par value $.01 per share, of
the Corporation, shares of Series C Cumulative
Convertible Preferred Stock, par value $.01 per share, of
the Corporation and shares of Series D Cumulative
Convertible Preferred Stock, par value $.01 per share, of
the Corporation [insert description of any other security
of the Corporation that is at the time in question
deposited with the Trustee under the Voting Trust
Agreement] to be held by the Trustee pursuant to the
terms of the Voting Trust Agreement dated as of August
31, 1995 (the "Voting Trust Agreement"), a copy of which
agreement has been delivered to the above-named Holder
and filed in the registered office of the Corporation in
the State of Delaware. The Holder, or his registered
assigns, will be entitled (i) to receive payments equal
to any and all cash dividends collected by the Trustee on
the above-stated number of shares, (ii) to receive all
other dividends or distributions except to the extent
that property received is required to be deposited in the
trust created by the Voting Trust Agreement, (iii) to the
delivery of a certificate or certificates for that number
of Shares (as adjusted to reflect any conversions or
exercises) on the termination of the Voting Trust
Agreement, in accordance with its provisions.
This Voting Trust Certificate is transferable
on the books maintained by the Trustee at the principal
office of the Trustee by the Holder hereof, in person or
by duly authorized attorney, and upon surrender hereof;
and until so transferred the Trustee may treat the
registered Holder hereof as the absolute owner hereof for
all purposes.
The Holder, by the acceptance of this Voting
Trust Certificate, agrees to be bound by all of the
provisions of the Voting Trust Agreement as fully as if
its terms were set forth in this Voting Trust
Certificate.
EXECUTED this day of ,
First Interstate Bank
of California, Trustee
By:
Name:
Title:
"Trustee"
[Form of Assignment for Reverse of Voting Trust
Certificate]
For value received, hereby
sells, assigns, and transfers unto the
within Voting Trust Certificate to the extent relating to
[describe securities which are intended to be subject to
such sale, assignment or transfer] and all rights and
interests represented thereby with respect to such
[describe securities], and does hereby irrevocably
constitute and appoint attorney to
transfer such Voting Trust Certificate on the books of
the within-named Trustee with full power of substitution
in the premises.
Date:
Signed:
5. Additional Trust Certificates. Any person
may at any time deposit with the Trustee additional
certificates for Shares and thereby become a Holder
hereunder. Any DLJ Affiliate acquiring Shares shall, if
required under this Agreement, become a Holder by
(a) depositing, or causing to be deposited, certificates
for Shares, duly endorsed for transfer, with the Trustee
and (b) accepting a Voting Trust Certificate in respect
of such Shares.
6. Voting; Powers. At all times prior to the
termination of the voting trust created herein, the
Trustee shall have the exclusive right to vote the
Shares, or give written consent, in person or by proxy,
at all meetings of stockholders of the Corporation, and
in all proceedings in which the vote or consent, written
or otherwise, of the holders of Shares may be required or
authorized by law. The Trustee is hereby expressly
empowered, authorized and directed to enter into the
Stockholders Agreement (as defined below).
The Trustee shall vote all Shares in accordance
with this Agreement and to effect the agreements
contained in that certain Stockholders Agreement (the
"Stockholders Agreement") dated December 31, 1993, as
amended, among the Corporation and the stockholders
listed therein. With respect to the designation by the
Series B Purchasers and the Series C Purchasers (each as
defined in the Stockholders Agreement) of (i) the Olympus
Nominee (as defined in the Stockholders Agreement)
pursuant to Section 2.1(b)(i) of the Stockholders
Agreement and (ii) the B and C Nominee (as defined in the
Stockholders Agreement) pursuant to Section 2.1(b)(ii) of
the Stockholders Agreement, the Trustee shall vote the
shares of Series BB Cumulative Convertible Preferred
Stock, par value $.01 per share, of the Corporation
("Series BB") and Series C Cumulative Convertible
Preferred Stock, par value $.01 per share, of the
Corporation ("Series C") held by it in the same manner in
which a majority of the shares of Series BB and Series C
(other than the shares of Series BB and Series C held by
the Voting Trustee) are voted with respect to such
designation. Subject to the foregoing two sentences, the
Trustee shall have full power and authority, and it is
hereby empowered and authorized, to vote the Shares as in
its sole judgment it believes to be in the best interests
of the stockholders of the Corporation generally, it
being understood that the Trustee will exercise its
independent judgment in determining the best interests of
the stockholders of the Corporation, and to do any and
all other things and take any and all other actions as
fully as any stockholder of the Corporation might do if
personally present at a meeting of the stockholders of
the Corporation, or otherwise. In accordance with the
Stockholders Agreement, Sprout VI, Growth, Growth II, DLJ
II and DLJCC have the right to nominate one director of
the Corporation who may be a DLJ Affiliate.
Notwithstanding anything herein or in the Stockholders
Agreement to the contrary, the Trustee shall vote the
Shares (and use its power or right, if any, to designate
or remove directors of the Corporation) to prevent the
election of more than one DLJ Affiliate as a director of
the Corporation. The duties of the Trustee under this
Agreement shall include exercising reasonable effort
under this Agreement in a manner that ensures that no DLJ
Affiliate exercises control over the Corporation. DLJ
shall promptly provide to the Trustee from time to time
such information as is reasonably necessary (including
certificates and/or other documents) in order to enable
the Trustee to carry out the foregoing obligations.
7. Dividends. If the Corporation pays or
issues dividends or makes other distributions on the
Shares, the Trustee shall accept and receive such
dividends and distributions. Upon receipt of dividends
and distributions the same shall be prorated among the
Holders in accordance with their interests and, subject
to the next sentence, the amount shall be distributed
immediately pursuant to transfer instructions set forth
on Exhibit B attached hereto. If the dividend or
distribution is in Shares, such Shares shall be held by
the Trustee under the voting trust created herein and new
Trust Certificates representing the Shares received shall
be issued to the Holders. Holders entitled to receive
such dividends or distributions, or Trust Certificates in
respect thereof, described in this Section 7 shall be
those Holders registered as such on the transfer books of
the Trustee at the close of business on the day fixed by
the Corporation for the taking of a record to determine
those holders of its stock entitled to receive such
dividends or distributions. The Trustee may, if
reasonably required in connection with any payment or
distribution hereunder to a Holder, call for IRS Form W-9
or other appropriate documentation from such Holder as a
condition to making such payment or distribution without
deduction on account of withholding taxes.
8. Termination. The voting trust created
herein shall terminate on the earlier to occur of:
(a) ten years from the date hereof;
(b) The written election of DLJ or the
Majority Holders, but only if prior to the
time such notice is given:
(i) DLJ shall have received an
opinion of independent nationally
recognized counsel satisfactory to DLJ,
who are experts in matters involving the
Federal securities law, that, immediately
after such termination, neither DLJ nor
DLJSC will be an "affiliate" of the
Corporation within the meaning of Rule 144
under the Securities Act; and
(ii) the Trustee shall have received
a certificate of an officer of DLJ
certifying to compliance with clause (i)
above, together with a copy of the opinion
called for by such paragraph; or
(c) transfer of all of the Shares in
accordance with Section 9.
Subject to DLJ's acceptance of the opinion of counsel
described in Section 8(b) above, an election pursuant to
Section 8(b) shall be effective upon delivery of notice
thereof to the Trustee.
Upon the termination of the voting trust herein
created, the Holders shall surrender their Trust
Certificates to the Trustee, and the Trustee shall
deliver by first class mail to the Holders certificates
for Shares, properly endorsed for transfer (to the extent
possible), equivalent to the number of Shares represented
by the respective Trust Certificates surrendered.
9. Transfer. Except as provided in Sections
8 and 10 and in subsections (a), (b) and (c) of this
Section 9, certificates for Shares may not be delivered
to a Holder, a Holder's designee or any other third party
prior to the termination of the voting trust created
herein.
(a) A Holder may notify the Trustee in writing
that the Holder desires to cause a certificate or
certificates for Shares in which the Holder has a
beneficial interest hereunder to be transferred to any
person or entity only if such transfer is an Eligible
Transfer as defined herein. Any person or entity that
acquires Shares pursuant to an Eligible Transfer is
hereinafter referred to as an "Eligible Transferee."
For purposes of this Section 9, an "Eligible
Transfer" is defined as any transfer of Shares:
(i) to a person who is not a DLJ
Affiliate;
(ii) to an investment advisory account as
to which a Control Affiliate is an investment
advisor, the assets of which account are not
owned by a Control Affiliate;
(iii) to any Employee Affiliate other than
a person holding the position of Senior Vice
President or above (or performing the
comparable function) of DLJ or any of its
subsidiaries or to an Other Affiliate, unless
in either case a contract or other arrangement
(other than this Agreement) regarding the
voting of such Shares exists between such
Employee Affiliate or Other Affiliate and any
Control Affiliate;
(iv) to DLJSC for the account of any
person or entity other than a Control Affiliate
or Employee Affiliate or in the name of a
customer account, which customer is a person or
entity other than a Control Affiliate or an
Employee Affiliate; provided, however, that
DLJSC may vote the shares only when instructed
by the beneficial owner thereof or as otherwise
permitted under the rules of the New York Stock
Exchange; or
(v) by any Holder which is a limited
partnership (a "Limited Partnership") to a
limited partner as long as such limited partner
is not a Control Affiliate and as long as the
Limited Partnership will be fully divested of
dispositive and voting power over such Shares
being transferred after such transfer.
Such notice shall name such Eligible Transferee
and shall state (i) its mailing address, (ii) the
proposed transfer date (which date shall be not less than
five days after the Trustee's receipt of such notice),
(iii) the number of Shares to be transferred and (iv) the
consideration, if any, to be paid by such Eligible
Transferee therefor. The notice to the Trustee shall
also be accompanied by a Trust Certificate or
Certificates of the Holder, duly endorsed for transfer,
representing not less than the number of Shares to be
transferred to the Eligible Transferee. On the date
specified in such notice, and upon receipt by the Trustee
from such Eligible Transferee of the specified
consideration, if any, the Trustee shall deliver: (i) to
the Eligible Transferee, a certificate for the number of
Shares specified in such notice, registered in the name
of the Trustee and duly endorsed for transfer, and (ii)
to the Holder, (x) a Trust Certificate representing a
number of Shares equal to the number of Shares
represented by the surrendered Trust Certificate less the
number of Shares transferred to such Eligible Transferee,
and (y) the consideration, if any, received from such
Eligible Transferee distributed immediately pursuant to
transfer instructions set forth on Schedule B attached
hereto or otherwise communicated to the Trustee in
writing. Any Holder may, in connection with any Eligible
Transfer and in lieu of causing the Trustee to receive
the specified consideration from the Eligible Transferee,
request the Trustee to release the certificates for the
Shares and the Trust Certificates against certification
by such Holder of receipt of the specified consideration
from the Eligible Transferee.
(b) A Holder or another DLJ Affiliate
(hereinafter referred to as a "Requesting Party" for the
purpose of this Section 9(b)) may request of the Trustee
in writing that the Trustee transfer to such Requesting
Party a certificate or certificates for Shares in which
the Requesting Party has a beneficial interest hereunder;
provided, however, that the Trustee shall not honor such
request if after giving effect thereto the Holders and
all other DLJ Affiliates will own in the aggregate in
excess of five percent (5%) of the total number of shares
then outstanding of the voting capital stock (of all
classes) of the Corporation computed as set forth in
Section 2(b) hereof, and provided further if the
Requesting Party is not DLJ, the Trustee shall not honor
such request unless DLJ consents in writing to such
request. Such written request shall name such Requesting
Party and shall state (i) the proposed transfer date
(which date shall be not less than five days after the
Trustee's receipt of such request) and (ii) the number of
Shares to be transferred. The notice to the Trustee
shall also be accompanied by (i) a Trust Certificate or
Certificates of the Requesting Party, duly endorsed for
transfer, representing not less than the number of Shares
to be transferred to the Requesting Party and (ii) a
certificate of an officer of the Requesting Party
certifying that after giving effect to such request the
Holders and all other DLJ Affiliates will own in the
aggregate five percent (5%) or less of the total number
of shares then outstanding of the voting capital stock
(of all classes) of the Corporation, computed as set
forth in Section 2(b) hereof. On the date specified in
such request, and upon receipt by the Trustee from the
Requesting Party of such certificates, the Trustee shall
deliver to the Requesting Party a certificate for the
number of Shares specified in such notice, registered in
the name of the Trustee and duly endorsed for transfer.
(c) A Holder may at any time direct the
Trustee by notice in writing to transfer a certificate or
certificates for Shares in which the Holder has a
beneficial interest hereunder (i) to an underwriter
(including DLJSC) in connection with a public offering of
the Shares registered under the Securities Act or
otherwise or (ii) in connection with sales made pursuant
to Rule 144 under the Securities Act through a broker-
dealer (including DLJSC). Such notice shall state (a)
the underwriter's or broker-dealer's mailing address, (b)
the proposed transfer date (which date shall not be less
than five days after the Trustee's receipt of such
notice), (c) the number of Shares to be transferred, and
(d) the consideration, if any, to be paid. The notice
shall also be accompanied by a certificate of an officer
of the Holder certifying that the purpose of such request
is being made solely for sales made in connection with a
public offering of the Shares or sales made pursuant to
Rule 144 under the Securities Act and a Trust Certificate
or Certificates of the Holder, duly endorsed for
transfer, representing not less than the number of Shares
to be transferred. On the date specified in such notice,
and upon receipt by the Trustee from such underwriter,
placement agent or such other transferee of the specified
consideration, if any, the Trustee shall deliver: (x) to
the underwriter, placement agent or such other
transferee, a certificate for the number of Shares
specified in such notice, registered in the name of the
Trustee and duly endorsed for transfer, and (y) to the
Holder, a Trust Certificate representing a number of
Shares equal to the number of Shares represented by the
surrendered Trust Certificate less the number of Shares
transferred to such underwriter, placement agent or such
other transferee, and (z) to the Holder, the
consideration, if any, received from such underwriter,
placement agent or such other transferee. Such
consideration shall be distributed promptly to the Holder
pursuant to transfer instructions set forth on Schedule B
attached hereto. Any Holder may, in connection with any
such transfer and in lieu of causing the Trustee to
receive the specified consideration from the underwriter
or other transferee, request the Trustee to release the
certificates for the Shares and the Trust Certificates
against certification by such Holder of receipt of the
specified consideration from the underwriter or other
transferee.
Notwithstanding the foregoing, if the Holder
intends to transfer Shares pursuant to the exercise of an
over-allotment option granted to the underwriters in
connection with a public offering of shares of Common
Stock, the transfer date in the notice may be less than
five but shall not be less than two days after the
Trustee's receipt of such notice.
Nothing in this Section 9 or elsewhere in this
Agreement shall (i) prohibit a Holder from transferring
Trust Certificates in accordance with the terms of the
Trust Certificates or (ii) provide a Holder with a right
to transfer Shares in an amount greater than that
permitted by, or in a manner inconsistent with the rights
and obligations relating to share transfers contained in,
the Stockholders Agreement.
10. Exercise, Conversion, Exchange or
Cancellation of Shares. The Trustee shall, upon written
instruction of a Holder, submit to the Corporation for
exercise, conversion, exchange or cancellation any Share
in which such Holder has a beneficial interest hereunder.
Such notice shall state (a) whether such Shares are to be
exercised, converted, exchanged or cancelled, (b) the
date on which such Shares are to be submitted to the
Corporation (which date shall not be less than five days
after the Trustee's receipt of such notice), (c) the
number and type of Shares to be submitted to the
Corporation and (d) the consideration, if any, to be
received upon such exercise, conversion, exchange or
cancellation from the Corporation. The notice shall be
accompanied by (x) a Trust Certificate or Certificates of
the Holder, duly endorsed for transfer, representing not
less than the number of Shares of the type to be
submitted to the Corporation and (y) any exercise price
or other payment and any agreement, certificate or other
documentation required in connection with such exercise,
conversion, exchange or cancellation. On the date
specified in such notice, and against receipt from the
Corporation of the specified consideration, if any, the
Trustee shall deliver by first class mail: (i) to the
Corporation, (x) a certificate or certificates for the
number of Shares of the type specified in such notice,
registered in the name of the Trustee and duly endorsed
for transfer and (y) any exercise price or other payment
and any agreement, certificate or other documentation
delivered to the Trustee by such Holder with such notice
and (ii) to the Holder, (x) a Trust Certificate
representing a number of Shares equal to the number of
Shares represented by the surrendered Trust Certificate
or Certificates less the number of Shares submitted to
the Corporation and (y) the consideration, if any,
received by the Trustee pursuant to such exercise,
conversion, exchange or cancellation; provided that if
such consideration includes Shares, such Shares shall be
held by the Trustee pursuant to this Agreement and new
Trust Certificates representing such Shares shall be
issued to such Holder.
11. Increase or Decrease in Number of Shares.
In the event of an increase in the number of Shares by
virtue of a stock split or a decrease in the number of
Shares because of a contraction of shares or a change in
the number of outstanding shares as a result of some
other recapitalization in which the Corporation receives
no consideration in respect of the additional or reduced
number of shares, the new additional or changed number of
Shares shall be held by the Trustee and new Trust
Certificates representing the appropriate changed number
of Shares shall be issued to Holders upon surrender of
the then existing Trust Certificates.
12. Successor Trustee. There shall initially
be one Trustee of the voting trust created herein. Upon
the liquidation, dissolution, winding-up, suspension,
incapacity, resignation or removal (in accordance with
Section 13 below) of the initial Trustee, DLJ or the
Majority Holders shall appoint a successor Trustee;
provided, however, that such successor Trustee may not be
a Control Affiliate, an Employee Affiliate, or an Other
Affiliate unless such Other Affiliate is a bank or trust
company. In the event a successor Trustee shall not have
been appointed within 30 days of such removal, the
Trustee may petition a court of competent jurisdiction to
appoint such a successor. In the event that the Trustee
consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets
to, another corporation that is a bank or trust company,
the surviving or transferee corporation may become the
successor Trustee upon notice to the signatories hereto
but without further action by the signatories or any
Holder.
13. Removal/Resignation of Trustee. (a) A
Trustee may be removed at the instance of DLJ or the
Majority Holders:
(i) if it is determined by a court of
competent jurisdiction that either (A) the Trustee has
willfully and materially violated the terms of the trust
created herein, or (B) the Trustee has been guilty of
malfeasance, misfeasance or dereliction of duty
hereunder;
(ii) if the Trustee shall have commenced a
voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part
of its property, or shall have consented to any such
relief or to the appointment of or taking possession by
any such official in an involuntary case or other
proceeding commenced against it, or shall have made a
general assignment for the benefit of creditors, or shall
have failed generally to pay its debts as they become
due, or shall have taken any corporate action to
authorize any of the foregoing; or
(iii) if an involuntary case or other
proceeding shall have been commenced against the Trustee
seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or
any substantial part of its property, and such
involuntary case or other proceeding shall have remained
undismissed and unstayed for a period of 60 days; or an
order for relief shall have been entered against the
Trustee under the federal bankruptcy laws as now or
hereafter in effect.
(b) If DLJ or the Majority Holders determine
that a basis exists for removal of the Trustee under
Section 13(a) above, they shall deliver written notice of
such determination to the Trustee stating the basis for
such removal.
(c) The Trustee may resign its position as
such (i) upon ten days' written notice to the signatories
hereto, but only if a successor Trustee, appointed as
provided for in Section 12 above, has agreed to serve as
such effective upon the effectiveness of the resignation
of the Trustee then acting, or (ii) in any event upon
thirty days' written notice to DLJ.
14. Acceptance of Trust; Trustee May Own
Shares. The Trustee hereby accepts the trust created
hereby and agrees to carry out the terms and provisions
hereof, but assumes no responsibility for the management
of the Corporation or for any action taken by it, by any
person elected as a director of the Corporation or by the
Corporation pursuant to any vote cast or consent given by
the Trustee. Nothing in this Agreement shall prevent the
Trustee from owning shares or options to purchase shares
in its individual capacity or in any capacity other than
as trustee hereunder or for any DLJ Affiliate.
15. Trustee Not an Affiliate. The Trustee
represents that it is a bank or trust company which is
not a Control Affiliate or an Employee Affiliate.
16. Compensation; Expenses. Reasonable
expenses lawfully incurred in the administration of the
Trustee's duties hereunder shall be reimbursed to it by
DLJ; provided that charges in respect of any such
expenses not directly attributable to the Trustee's
performance of its duties hereunder shall not in any year
exceed in the aggregate 4% of the total annual fees paid
hereunder. During the period of its services hereunder,
the Trustee shall receive from DLJ during the initial 2-
year period of its services hereunder, a fee of $7,500
per annum, payable quarterly in arrears and
(iii) thereafter, such fee as the parties may from time
to time agree.
17. Merger, Etc. Upon any merger,
consolidation, reorganization or dissolution of the
Corporation or the sale of all or substantially all of
the assets of the Corporation pursuant to which shares of
capital stock or other voting securities of another
corporation are to be issued in payment or exchange for
or upon conversion of Shares and other voting securities,
the shares of said other corporation shall automatically
be and become subject to the terms of this Agreement and
be held by the Trustee hereunder in the same manner and
upon the same terms as the Shares, and in such event the
Trustee shall issue to the Holders that have deposited
Shares with the Trustee new Trust Certificates in lieu of
the old Trust Certificates for the appropriate number of
shares and other voting securities of such other
corporation.
At the request of any Holder, the Trustee may
transfer, sell or exchange or join with the Holder in
such transfer, sale or exchange of Shares and other
voting securities in exchange for shares of another
corporation, and in said event the shares and other
voting securities of the other corporation received by
the transferor shall be and become subject to this
Agreement and be held by the Trustee hereunder in the
same manner as the Shares.
18. Notices. All notices, reports, statements
and other communications directed to the Trustee from the
Corporation shall be forwarded promptly by the Trustee to
DLJ and each Holder. All notices, notices of election
and other communications required herein shall be given
in writing by overnight courier, telegram or facsimile
transmission and shall be addressed, or sent, to the
appropriate addresses as set forth beneath the signature
of each party hereto, or at such other address as to
which notice is given in accordance with this Section 18.
19. Indemnity, Etc. The Trustee shall be
indemnified from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not
limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claims
whatsoever) (the "Indemnified Claims") arising out of or
based upon this Agreement or the Stockholders Agreement,
or the actions or failures to act of the Trustee
hereunder or thereunder, except to the extent such loss,
liability, claim, damage or expense is caused by or
results from the Trustee's gross negligence or willful
misconduct (as determined by a final and unappealable
order of a court of competent jurisdiction). DLJ agrees
that it will indemnify and hold harmless the Trustee from
and against any Indemnified Claims. DLJ's obligation
hereunder shall survive the transfer of all or any of the
Shares from the trust, the termination of the voting
trust created herein, or the resignation or removal of
the Trustee.
The Trustee shall be entitled to the prompt
reimbursement for its out-of-pocket expenses (including
reasonable attorneys' fees and expenses) incurred in
investigating, preparing or defending against any
litigation, commenced or threatened, arising out of or
based upon this Agreement or the Stockholders Agreement,
or the actions or failures to act of the Trustee
hereunder or thereunder, without regard to the outcome of
such litigation; provided, however, that the Trustee
shall be obligated to return any such reimbursement if it
is subsequently determined by a final and unappealable
order of a court of competent jurisdiction that the
Trustee was grossly negligent or engaged in willful
misconduct in the matter in question. Such expenses
shall be payable by DLJ.
If a claim under this Section 19 is not paid in
full within 30 days after a written claim has been
submitted by the Trustee, the Trustee may at any time
thereafter bring suit to recover the unpaid amount of the
claim and, if successful in whole or in part, the Trustee
shall be entitled to be paid also the expense of
prosecuting such claims.
The Trustee is authorized and empowered to
construe this Agreement and its construction of the same,
made in good faith, shall be final, conclusive, and
binding upon all Holders and all other parties
interested. The Trustee may, in its discretion, consult
with counsel to be selected and employed by it, and the
reasonable fees and expenses of such counsel shall be an
expense for which the Trustee is entitled to indemnity
hereunder.
20. Certain Calculations. For purposes of
Section 9 and the definition of "Majority Holders", a
Holder owning a Trust Certificate representing Shares
defined as such by Section 1(k)(ii) shall, in respect of
such ownership, be deemed to be the Holder of a Trust
Certificate representing the number of shares of Common
Stock that the Trustee, acting on behalf of such Holder,
may acquire, whether by conversion, subscription or
otherwise, pursuant to or by reason of ownership of such
Shares.
21. Counterparts. This Agreement may be
executed in multiple counterparts all of which
counterparts together shall constitute one agreement.
Upon execution of this Agreement and the establishment of
the voting trust created herein, the Trustee shall cause
a copy of this Agreement to be filed in the registered
office of the Corporation in the State of Delaware and
the Agreement shall be open to inspection in the manner
provided for inspection under the laws of the State of
Delaware.
22. Governing Law; Submission to Jurisdiction.
Section 1 (to the extent the laws of the State of
Delaware are relevant), Section 2 through Section 11,
inclusive, Section 17 and Section 20 of this Agreement
are intended by the parties to be governed and construed
in accordance with the laws of the State of Delaware.
Section 1 (to the extent the laws of the State of New
York are relevant), Section 12 through Section 16,
inclusive, Section 18, Section 19 and Section 21 through
Section 27, inclusive, of this Agreement are intended by
the parties to be governed and construed in accordance
with the laws of the State of New York. Each of the
Holders and the Trustee hereby submits to the
nonexclusive jurisdiction of any federal court sitting in
New York, New York for purposes of all legal proceedings
arising out of or relating to this Agreement. Each of
the Holders and the Trustee irrevocably waives, to the
fullest extent permitted by law, any objection that it
may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been
brought in an inconvenient forum. Each of the parties
hereto irrevocably consents to service of process in the
manner provided for notices in Section 18 (except that
process may not be served by telecopy). Nothing in this
Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted
by law.
23. Waiver of Jury Trial. Each of the
Trustee, the Holders and DLJ hereby irrevocably waives
any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement.
24. Bond. The Trustee shall not be required
to provide any bond to secure the performance of its
duties hereunder.
25. Reliance. The Trustee, the signatories
hereto and each Holder acknowledge that DLJ will rely on
this Agreement in complying with the Federal securities
laws.
26. Amendment. This Agreement may not be
amended in any material respect unless an opinion of
independent nationally recognized counsel (which opinion
and counsel shall be satisfactory to DLJ), who are
experts in matters involving the Federal securities law,
is issued to DLJ to the effect that, immediately after
such amendment, neither DLJ nor DLJSC will be an
"affiliate" of the Corporation within the meaning of Rule
144 under the Securities Act.
27. Severability. In case any provision in
this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be
affected or impaired thereby.
EXECUTED as of the date and year first above
written.
FIRST INTERSTATE BANK OF CALIFORNIA,
Trustee
By:/s/ Supranee Krausz
Name: Supranee Krausz
Title: Assistant Vice President
Address: 707 Wilshire Boulevard
W-11-2
Los Angeles, California 90017
Attention: Supranee Krausz
Telephone: 213-614-2408
Facsimile: 213-614-2460
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Claire M. Power
Name: Claire M. Power
Title: Vice President
Assistant Secretary
Address: 140 Broadway
New York, New York 10005
Attention: Thomas E. Siegler
Telephone: 212-504-4477
Facsimile: 212-504-8216
DLJ CAPITAL CORPORATION
By: /s/ Richard E. Kroon
Name: Richard E. Kroon
Title: President
Address: 140 Broadway
New York, New York 10005
Attention: Ed Poletti
Telephone: 212-504-8012
Facsimile: 212-504-8106
SPROUT CAPITAL VI, L.P.
By: DLJ CAPITAL CORPORATION,
Its Managing General Partner
By: /s/ Richard E. Kroon
Name: Richard E. Kroon
Title: President
Address: 140 Broadway
New York, New York 10005
Attention: Art Zuckerman
Telephone: 212-504-4866
Facsimile: 212-504-3444
SPROUT GROWTH, L.P.
By: DLJ GROWTH ASSOCIATES,
Its General Partner
By: /s/ Richard E. Kroon
Name: Richard E. Kroon
Title: General Partner
Address: 140 Broadway
New York, New York 10005
Attention: Art Zuckerman
Telephone: 212-504-4866
Facsimile: 212-504-3444
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION,
Its Managing General Partner
By/s/ Richard E. Kroon
Name: Richard E. Kroon
Title: President
Address: 140 Broadway
New York, New York 10005
Attention: Art Zuckerman
Telephone: 212-504-4866
Facsimile: 212-504-3444
DLJ VENTURE CAPITAL FUND II, L.P.
By: DLJ FUND ASSOCIATES II
Its General Partner
By: /s/ Richard E. Kroon
Name: Richard E. Kroon
Title: General Partner
Address: 140 Broadway
New York, New York 10005
Attention: Art Zuckerman
Telephone: 212-504-8012
Facsimile: 212-504-8106
DLJ FIRST ESC L.L.C.
By: DLJ LBO PLANS MANAGEMENT CORPORATION
Its Manager
By: /s/ Claire M. Power
Name: Claire M. Power
Title: Assistant Secretary
Address: 140 Broadway
New York, New York 10005
Attention: Ed Poletti
Telephone: 212-504-8012
Facsimile: 212-504-4991
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Claire M. Power
Name: Claire M. Power
Title: Vice President
Assistant Secretary
Address: 140 Broadway
New York, New York 10005
Attention: Ed Poletti
Telephone: 212-504-8012
Facsimile: 212-504-4991
SCHEDULE A
(Initial Deposit)
Name Shares Deposited
Sprout Capital VI, L.P. Common Stock: 101,456
Warrants: 61,644
Series A Convertible
Preferred Stock: 1,005,854
Series A-1 Convertible
Preferred Stock: 801,987
Series BB Convertible
Preferred Stock: 130,079
Series C Convertible
Preferred Stock: 19,480
Series D Convertible
Preferred Stock: 27,389
Sprout Growth, L.P. Common Stock: 96,316
Warrants: 32,366
Series A Convertible
Preferred Stock: 694,664
Series A-1 Convertible
Preferred Stock: 553,869
Series BB Convertible
Preferred Stock: 89,857
Series C Convertible
Preferred Stock: 13,456
Sprout Growth II, L.P. Warrants: 107,310
Series D Convertible
Preferred Stock: 198,699
DLJ Venture Capital
Fund II, L.P. Common Stock: 3,478
Warrants: 1,640
Series A Convertible
Preferred Stock: 34,780
Series A-1 Convertible
Preferred Stock: 27,953
Series BB Convertible
Preferred Stock: 4,540
Series C Convertible
Preferred Stock: 680
DLJ Capital Corporation Warrants: 10,920
Series D Convertible
Preferred Stock: 20,223
DLJ First ESC L.L.C. Warrants: 339
Series D Convertible
Preferred Stock: 633
Donaldson, Lufkin &
Jenrette Securities
Corporation Warrants: 17,571
Series D Convertible
Preferred Stock: 32,597
SCHEDULE B
TRANSFER INSTRUCTIONS
SPROUT CAPITAL VI, L.P.
All payments shall be made by check mailed to:
Sprout Capital VI, L.P.
140 Broadway
New York, New York 10005
Attention: Art Zuckerman
SPROUT GROWTH, L.P.
All payments shall be made by check mailed to:
Sprout Growth, L.P.
140 Broadway
New York, New York 10005
Attention: Art Zuckerman
SPROUT GROWTH II, L.P.
All payments shall be made by check mailed to:
Sprout Growth II, L.P.
140 Broadway
New York, New York 10005
Attention: Art Zuckerman
DLJ VENTURE CAPITAL FUND II, L.P.
All payments shall be made by check mailed to:
DLJ Venture Capital Fund II, L.P.
140 Broadway
New York, New York 10005
Attention: Ed Poletti
DLJ CAPITAL CORPORATION
All payments shall be made by check mailed to:
DLJ Capital Corporation
140 Broadway
New York, New York 10005
Attention: Ed Poletti
DLJ FIRST ESC L.L.C
All payments shall be made by check mailed to:
DLJ First ESC L.L.C.
140 Broadway
New York, New York 10005
Attention: Ed Poletti
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
All payments shall be made by check mailed to:
Donaldson, Lufkin & Jenrette Securities Corporation
140 Broadway
New York, New York 10005
Attention: Ed Poletti
EXHIBIT 20
AMENDMENT NO. 3 TO
D STOCKHOLDERS AGREEMENT
This Amendment No. 3 to the D Stockholders Agreement is
dated effective March 31, 1995 (this "Amendment"), by and
among Champion Healthcare Corporation, a Texas corporation
(the "Company"), Frontenac VI Limited Partnership, a Delaware
limited partnership ("Frontenac VI"), Frontenac Diversified
III Limited Partnership, an Illinois limited partnership
("Frontenac III," and collectively with Frontenac VI,
"Frontenac"), Olympus Private Placement Fund, L.P., a Delaware
limited partnership ("Olympus"), Equus II Incorporated, a
Delaware corporation ("Equus II"), Equus Capital Partners,
L.P., a Delaware limited partnership ("Equus Capital" and
collectively with Equus II, "Equus"), Sprout Growth L.P., a
Delaware limited partnership ("Sprout Growth"), Sprout Capital
VI, L.P., a Delaware limited partnership ("Sprout Capital"),
DLJ Venture Capital Fund II, L.P., ("Sprout II") DLJ Capital
Corporation ("DLJ Capital"), Sprout Growth II, L.P. ("Sprout
Growth II," and collectively with Sprout Growth, Sprout
Capital, Sprout II, and DLJ Capital, "Sprout"), Equity-Linked
Investors, L.P., a New York limited partnership ("ELI-I"),
Equity-Linked Investors-II, a New York limited partnership
("ELI-II" and collectively with ELI-I "ELI"), Ralph J. Watts,
an individual ("Watts"), David Wertheimer, an individual
("Wertheimer"), Virginia Retirement System, a public body
established by the laws of Virginia ("Virginia"), WPG
Corporate Development Associates III, L.P., a Delaware limited
partnership ("WPG Delaware"), WPG Corporate Development
Associates III (Overseas), Limited, a Cayman Island
corporation ("WPG Overseas," and collectively with WPG
Delaware, "WPG"), E. Theodore Stolberg, an individual
("Stolberg"), Wesley W. Lang, JR., an individual ("Lang"),
Matthew M. Meehan, an individual ("Meehan," and collectively
with Watts, Wertheimer, Stolberg and Lang, the "Individual
Stockholders"), RFE Capital Partners, L.P., a Delaware limited
partnership ("RFE"), Hancock Venture Partners III L.P., a
Delaware limited partnership ("Hancock"), William Blair
Venture Partners III, L.P., a Delaware limited partnership
("Blair"), Charles R. Miller, an individual ("Miller"), James
G. VanDevender, an individual ("VanDevender" and collectively
with Miller, the "Management Shareholders"), Michael M.
Brooks, an individual ("Brooks"), Ronald R. Patterson, an
individual ("Patterson" and collectively with Brooks and the
Management Shareholders, the "Restricted Stockholders"),
Richard Ragsdale ("Ragsdale") and David L. Steffy ("Steffy"),
Bahrain International Bank E.C., Baker, Fentress & Company,
Bank of America - Illinois, Kelly E. Curry Living Trust dated
12/9/93, DLJ Securities Corporation, John Hancock Venture
Capital Fund Limited Partnership II, Oracle Partners, L.P. and
the other party signatories hereto (each such Person named,
other than the Company, is referred to herein as a
"Stockholder" and all such signatories are referred to
collectively as the "Stockholders").
W I T N E S S E T H :
WHEREAS, the Stockholders and the Company have entered
into the D Stockholders Agreement dated December 31, 1993 as
amended October 7, 1994 and December 6, 1994 (together the "D
Stockholders Agreement") which provides for certain rights and
obligations among the Company and the Stockholders;
WHEREAS, an additional amendment to the D Stockholders
Agreement is necessary to clarify the intent of the
Stockholders in their approval of Amendment No.2 to the D
Stockholders Agreement (which amendment provided the necessary
amendment to permit the merger with AmeriHealth, Inc.) to
permit the increase in the number of members of the Board of
Directors to ten;
WHEREAS, the Board of Directors has approved and
recommended approval by the Company s shareholders of the
Selected Executive Stock Option Plan No. 5, pursuant to which
certain selected Company executives, other than the President
or any Executive Vice President may be granted options to
acquire shares of Common Stock in an aggregate amount of
144,500 shares;
WHEREAS, the Company intends to acquire the operations of
several home health care companies that form a part of and
include Brookside Health Group, Inc. and as a part of the
terms of such acquisition, issue or provide for the issuance
of, shares of Company Common Stock( the Brookside
Issuances );
WHEREAS, the Company and the parties to the D
Stockholders Agreement are agreeable to make such changes to
the D Stockholders agreement as are necessary to clarify the
intent to allow ten members to the Board of Directors and
permit issuances of Common Stock pursuant to the Selected
Executive Stock Option Plan No. 5 and the Brookside Issuances
without the requirement to comply with the preemptive rights
contained in the D Stockholders Agreement;
NOW, THEREFORE, for and in consideration of these
premises and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and
the Stockholders hereby agree as follows:
I. TERMS. All capitalized terms defined in the D
Stockholders Agreement and not otherwise defined herein
shall have the same definitions when used herein as set
forth in the D Stockholders Agreement. Unless otherwise
noted, all article and paragraph references are to the D
Stockholders Agreement.
II. ARTICLE 2. VOTING AGREEMENT, SECTION 2.1(A). Article 2,
Section 2.1(a) is amended by deleting the reference to
eight persons and replacing it with ten persons.
III. ARTICLE 4. PREEMPTIVE RIGHTS. Article 4, is amended by
adding Section 4.3, "Excluded Issuances" as follows:
"4.3 Excluded Issuances. Notwithstanding anything
in this Article 4 to the contrary, the Company will
not be required to offer shares of Common Stock to
the Stockholders, as otherwise required by Article
4, when such offer and issuances are related to, or
in connection with following:
(a) the Brookside Issuances (as defined in
Amendment No. 3 to the D Stockholders
Agreement), regardless of the form thereof, or
(b) the Selected Executive Stock Option Plan
No. 5 of the Company."
IV. PRIORITY. In the event of any inconsistency between the
terms of this Amendment and terms of the D Stockholders
Agreement, the terms of this Amendment shall control.
V. MISCELLANEOUS.
A. HEADINGS. Section headings are for reference only,
and shall not affect the interpretation or meaning
of any provision of this Amendment.
B. EFFECT OF AMENDMENT. The D Stockholders Agreement,
subject to this Amendment, shall remain in full
force and effect except that any reference therein,
or in any documents or instruments required
thereunder or annexes or schedules thereto,
referring to the D Stockholders Agreement, shall be
deemed to refer to the D Stockholders Agreement as
amended and this Amendment.
C. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the
State of Delaware, without regard to the principles
of conflicts of laws thereof.
D. COUNTERPARTS. This Amendment may be executed by the
different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute
but one and the same Amendment.
IN WITNESS WHEREOF, the Company and the Stockholders have
caused this Amendment to be executed by their respective duly
authorized officers as of the date first above written.
CHAMPION HEALTHCARE CORPORATION
By: /s/ James G. VanDevender
James G. VanDevender, Executive Vice
President
FRONTENAC VI LIMITED PARTNERSHIP
By: Frontenac Company,
its General Partner
By:
Laura P. Pearl
Title: General Partner
FRONTENAC DIVERSIFIED III LIMITED
PARTNERSHIP
By: Frontenac Company,
its General Partner
By:
Laura P. Pearl
Title: General Partner
EQUITY-LINKED INVESTORS, L.P.
By: Rohit M. Desai Associates
its General Partner
By:
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: Rohit M. Desai Associates-II
its General Partner
By:
Name:
Title:
OLYMPUS PRIVATE PLACEMENT FUND, L.P.
By: OGP Partners, L.P.
Its General Partner
By: /s/ James A. Conroy
James A. Conroy
Title: General Partner of the
General Partner
EQUUS II INCORPORATED
By: /s/ Nolan Lehmann
Nolan Lehmann, President
EQUUS CAPITAL PARTNERS
By:
Its General Partner
By: /s/ Nolan Lehmann
Nolan Lehmann, President
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION
its General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
DLJ CAPITAL CORPORATION
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
WPG CORPORATE DEVELOPMENT ASSOCIATES III, L.P.
By: WPG CDA III, L.P.
By:
Peter B. Pfister
Title: General Partner
WPG CORPORATE DEVELOPMENT
ASSOCIATES III (OVERSEAS), LIMITED
By: /s/ Robin Jarvis
Robin Jarvis
Title: Director
RFE CAPITAL PARTNERS, L.P.
By: Norcon Associates
its General Partner
By: /s/ Knute Albrecht
Knute Albrecht
Title: General Partner
WILLIAM BLAIR VENTURE PARTNERS III
By: William Blair Venture
Management, its General Partner
By:
Name:
Title: General Partner
KELLY E. CURRY LIVING TRUST dated
December 9, 1993
By: /s/ Kelly E. Curry
By: Kelly E. Curry, Trustee
JOHN HANCOCK VENTURE CAPITAL
FUND LIMITED PARTNERSHIP II
By: Back Bay L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Laurie Thomsen
Laurie J. Thomsen
Its: Authorized Officer
HANCOCK VENTURE PARTNERS III L.P.
By: Back Bay Partners V L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Lauri Thomsen
Laurie J. Thomsen
Its: Authorized Officer
BAKER, FENTRESS & COMPANY
By: /s/. Scott Smith
Scott E. Smith
Title: Vice President
ORACLE PARTNERS, L.P.
By: /s/ Larry Feinberg
Name: Larry N. Feinberg
Title: General Partner
DLJ SECURITIES CORPORATION
By:
Name: Robert E. Diemar, Jr.
Title: Managing Director
BAHRAIN INTERNATIONAL BANK E.C.
By:
Name: William Khouri
Title: Assistant General Manager
BANK OF AMERICA ILLINOIS
By: /s/ Ford Bartholow
Ford S. Bartholow
Title: Managing Director
Christopher J. Perry
Robert F. Perille
M. Ann O'Brien
Ford S. Bartholow
Jeffrey M. Mann
Matthew W. Clary
Thomas E. Van Pelt, Jr.
VIRGINIA RETIREMENT SYSTEM
By:
Name:
Title:
___________________________ /s/ Charles R. Miller
DIANNA W. MILLER, Spouse of CHARLES R. MILLER
CHARLES R. MILLER
/s/ Patricica VanDevender /s/ James G. Van Devender
PATRICIA A. VANDEVENDER, JAMES G. VANDEVENDER
Spouse of JAMES G.
VANDEVENDER
/s/ Judy Brooks /s/ Michael Brooks
JUDY BROOKS, Spouse of MICHAEL BROOKS
MICHAEL BROOKS
___________________________
SUE PATTERSON, Spouse of RONALD R. PATTERSON
RONALD R. PATTERSON
/s/ Mary Margaret Lang /s/ Wesley Lang
MARY M. LANG, Spouse of WESLEY W. LANG, JR.
WESLEY W. LANG, JR.
/s/ Janice Meehan /s/ Matthew Meehan
JANICE MEEHAN, Spouse of MATTHEW M. MEEHAN
MATTHEW M. MEEHAN
/s/ Anne Ragsdale /s/ Richard Ragsdale
ANNE RAGSDALE, Spouse of RICHARD E. RAGSDALE
RICHARD E. RAGSDALE
/s/ Diane Steffy /s/ David Steffy
DIANE STEFFY, Spouse of DAVID L. STEFFY
DAVID L. STEFFY
/s/ Theodore Stolberg
THEODORE STOLBERG
/s/ Dinah Watts /s/ Ralph Watts
___________________, Spouse RALPH J. WATTS
of RALPH J. WATTS
___________________________ /s/ David Weitheimer
___________________, Spouse DAVID WERTHEIMER
of DAVID WERTHEIMER
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION
its General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Title: Attorney-in-Fact
DLJ CAPITAL VENTURE FUND II, L.P.
By: DLJ FUND ASSOCIATES II
Its General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Title: Attorney-in-Fact
/s/ William Geiger
WILLIAM F. GEIGER
/s/ Rapheal Luccasen
RAPHEAL A. LUCCASEN, JR.
/s/ David Rhoton
C. DAVID RHOTON
VENTURTECH II LIMITED PARTNERSHIP
By: /s/ Carl Matthews
Carl J. Matthews
Title: Managing Director
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
By:
Knute Albrecht
Title: General Partner
/s/ Tom Rodgers
THOMAS M. RODGERS, JR.
Robert E. Diemar, Jr.
*W. Patrick McMullan
*Vanessa J. Burgess
*Stephen J. Ketchum
*Evan B. Ratner
*Kenneth A. Tucker
*James D. Hann & Bonnie J. Hann JT Ten
*Hoyt Davidson
*Howard S. Rimerman
*Matthew Sirovich
*Nicole Sinek Arnaboldi & Leo Peter
Arnaboldi, III
*Paul B. Queally
*Sabin C. Streeter
*John J. Veatch, Jr. 401(k) Plan
*Keith B. Geeslin
*Jon Stone
*Janet H. Tague
*Robert Finzi
*J. Kent Sweezey
*Larry E. Reeder
*Warren C. Woo
*Michael K. Hooks
*Sean Deson
*David L. Dennis
*James T. Sington
*Colin R. Knudsen
*J. Brian Mullen & Elizabeth H. Mullen
JT Ten
*Ralph L. DeGroff, Jr.
*Thomas G. McGonagle
*By: /s/ Robert Diemar
Robert E. Diemar, Jr.
Pursuant to Irrevocable Proxy
and Power of Attorney
DLJ FIRST ESC L.L.C.
BY: DDLJ LBO PLANS MANAGEMENT
CORPORATION, its Manager
By: /s/ Paul B. Queally
Title: Attorney-in-Fact
EXHIBIT 21
AMENDMENT NO. 4 TO
D STOCKHOLDERS AGREEMENT
This Amendment No. 4 to the D Stockholders Agreement
is dated May 1, 1995 (this "Amendment"), by and among
Champion Healthcare Corporation, a Texas corporation (the
"Company"), Frontenac VI Limited Partnership, a Delaware
limited partnership ("Frontenac VI"), Frontenac
Diversified III Limited Partnership, an Illinois limited
partnership ("Frontenac III," and collectively with
Frontenac VI, "Frontenac"), Olympus Private Placement
Fund, L.P., a Delaware limited partnership ("Olympus"),
Equus II Incorporated, a Delaware corporation ("Equus
II"), Equus Capital Partners, L.P., a Delaware limited
partnership ("Equus Capital" and collectively with Equus
II, "Equus"), Sprout Growth L.P., a Delaware limited
partnership ("Sprout Growth"), Sprout Capital VI, L.P., a
Delaware limited partnership ("Sprout Capital"), DLJ
Venture Capital Fund II, L.P., ("Sprout II") DLJ Capital
Corporation ("DLJ Capital"), Sprout Growth II, L.P.
("Sprout Growth II," and collectively with Sprout Growth,
Sprout Capital, Sprout II, and DLJ Capital, "Sprout"),
Equity-Linked Investors, L.P., a New York limited
partnership ("ELI-I"), Equity-Linked Investors-II, a New
York limited partnership ("ELI-II" and collectively with
ELI-I "ELI"), Ralph J. Watts, an individual ("Watts"),
David Wertheimer, an individual ("Wertheimer"), Virginia
Retirement System, a public body established by the laws
of Virginia ("Virginia"), WPG Corporate Development
Associates III, L.P., a Delaware limited partnership
("WPG Delaware"), WPG Corporate Development Associates
III (Overseas), Limited, a Cayman Island corporation
("WPG Overseas," and collectively with WPG Delaware,
"WPG"), E. Theodore Stolberg, an individual ("Stolberg"),
Wesley W. Lang, JR., an individual ("Lang"), Matthew M.
Meehan, an individual ("Meehan," and collectively with
Watts, Wertheimer, Stolberg and Lang, the "Individual
Stockholders"), RFE Capital Partners, L.P., a Delaware
limited partnership ("RFE"), Hancock Venture Partners III
L.P., a Delaware limited partnership ("Hancock"), William
Blair Venture Partners III, L.P., a Delaware limited
partnership ("Blair"), Charles R. Miller, an individual
("Miller"), James G. VanDevender, an individual
("VanDevender" and collectively with Miller, the
"Management Shareholders"), Michael M. Brooks, an
individual ("Brooks"), Ronald R. Patterson, an individual
("Patterson" and collectively with Brooks and the
Management Shareholders, the "Restricted Stockholders"),
Richard Ragsdale ("Ragsdale") and David L. Steffy
("Steffy"), Bahrain International Bank E.C., Baker,
Fentress & Company, Bank of America Illinois, as
successor to Continental Bank N.A., Kelly E. Curry Living
Trust dated 12/9/93, DLJ Securities Corporation, John
Hancock Venture Capital Fund Limited Partnership II,
Oracle Partners, L.P. AND THE OTHER PARTIES SIGNATORIES
HERETO (EACH SUCH PERSON NAMED, OTHER THAN THE COMPANY,
IS REFERRED TO HEREIN AS A "STOCKHOLDER" AND ALL SUCH
SIGNATORIES ARE REFERRED TO COLLECTIVELY AS THE
"STOCKHOLDERS").
W I T N E S S E T H :
WHEREAS, the Stockholders and the Company have
entered into the D Stockholders Agreement dated December
31, 1993 AS AMENDED OCTOBER 7, 1994, DECEMBER 6, 1994,
AND MARCH 31,1995 (TOGETHER THE "D STOCKHOLDERS
AGREEMENT") which provides for certain rights and
obligations among the Company and the Stockholders;
WHEREAS, THE COMPANY IS INTENDING TO SELL
$35,000,000 OF A NEW ISSUE OF SERIES E 11% SENIOR
SUBORDINATED NOTES DUE 2003 ( SERIES E NOTES ) WITH
WARRANTS TO PURCHASE UP TO 525,000 SHARES OF COMMON
STOCK (PLUS UP TO AN ADDITIONAL 105,000 SHARES UNDER
CERTAIN CIRCUMSTANCES) ( SERIES E WARRANTS ) PURSUANT TO
THAT ONE CERTAIN SERIES E NOTE PURCHASE AGREEMENT DATED
MAY 1, 1995 ( SERIES E AGREEMENT ) AMONG THE COMPANY AND
THE PURCHASERS LISTED THEREIN ( SERIES E PURCHASERS );
WHEREAS, the Company and the Stockholders are
agreeable to waive such preemptive rights and other
prohibitions or restrictions as may arise under the D
Stockholders Agreement as a result of or in connection
with the consummation of the transactions provided for by
the Series E Agreement and the issuance of the Series E
Warrants;
WHEREAS, the Company and the Purchasers are further
agreeable to amending the D Stockholder Agreement to
provide for the execution of the D Stockholder Agreement
by such Series E Purchasers;
NOW, THEREFORE, for and in consideration of these
premises and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
Company and the Stockholders hereby agree as follows:
VI. TERMS. All capitalized terms defined in the D
Stockholders Agreement and not otherwise defined
herein shall have the same definitions when used
herein as set forth in the D Stockholders Agreement.
Unless otherwise noted, all article and paragraph
references are to the D Stockholders Agreement.
VII. ARTICLE 1. SECTION 1.1. DEFINED TERMS . Article 1,
Section 1.1 Defined Terms is hereby amended by
deleting the text of the term Preferred and
replacing it in its entirety as follows:
Preferred means, collectively the Series A
Preferred Stock, Series A-1 Preferred Stock,
Series BB Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock.
VIII. ARTICLE 2.2. COVENANT TO VOTE. Article 2,
Section 2.2 "Covenant to Vote" is hereby
amended by adding a new subsection (c) as
follows:
(c) Each of the Stockholders agrees that such
Stockholder will at the next annual or special
meeting of stockholders, vote or cause the vote
of (i) the shares of Capital Stock owned or
hereafter acquired by such Stockholder and (ii)
the shares of Capital Stock owned or hereafter
acquired by any Affiliate of such Stockholder,
either (x) in person, (y) by proxy, or (z) by
written consensual action of stockholders (in
lieu of meeting), in favor of amending the
Certificate of Incorporation of the Company for
the purposes set forth in Exhibit B hereto;
provided, that such agreement of each
Stockholder to vote or cause to be voted is
conditional upon the Company obtaining all
other required consents and approvals to such
amendment to the Certificate of Incorporation
of the Company from any other security holders
of the Company and any other third parties
without the payment, transfer or grant of any
consideration or rights in exchange for such
consents and approvals.
IX. ARTICLE 4. SECTION 4.3. EXCLUDED ISSUANCES .
Article 4, Section 4.3 Excluded Issuances is
amended by adding a new sub section 4.3 (c) as
follows:
..., or (c) the offer, sale and issuance of
the Series E Warrants (as defined in Amendment
No. 4 to D Stockholders Agreement) and the
Common Stock issuable upon the exercise
thereof.
X. ARTICLE 5 MISCELLANEOUS. There shall be added a new
paragraph 14 under Article 5, which shall read in
its entirety as follows:
"5.14 Additional Stockholders Pursuant to
Series E Warrants. Notwithstanding
anything in Article 5 or any other
provision in this Agreement to the
contrary, the Stockholders hereby agree
that each holder of a Series E Warrant (as
defined in Amendment No. 4 to the D
Stockholders Agreement) may become a party
to this Agreement as an additional
Stockholder without further amendment or
addition to this Agreement, which addition
of each such holder of a Series E Warrant
as a party Stockholder to this Agreement
shall become effective as to each such
holder of a Series E Warrant without
further action by the Stockholders upon
the completion by such holder of Series E
Warrants of the Addendum Agreement dated
June 1, 1995 among the Company and the
holders of the Series E Warrants."
XI. PRIORITY. In the event of any inconsistency between
the terms of this Amendment and terms of the D
Stockholders Agreement, the terms of this Amendment
shall control.
XII. MISCELLANEOUS.
A. HEADINGS. Section headings are for reference
only, and shall not affect the interpretation
or meaning of any provision of this Amendment.
B. EFFECT OF AMENDMENT. The D Stockholders
Agreement, subject to this Amendment, shall
remain in full force and effect except that any
reference therein, or in any documents or
instruments required thereunder or annexes or
schedules thereto, referring to the D
Stockholders Agreement, shall be deemed to
refer to the D Stockholders Agreement as
amended and this Amendment.
C. GOVERNING LAW. This Amendment shall be
governed by, and construed in accordance with,
the laws of the State of Delaware, without
regard to the principles of conflicts of laws
thereof.
D. COUNTERPARTS. This Amendment may be executed
by the different parties hereto on separate
counterparts, each of which, when so executed,
shall be deemed an original but all such
counterparts shall constitute but one and the
same Amendment.
IN WITNESS WHEREOF, the Company and the
Stockholders have caused this Amendment to be executed by
their respective duly authorized officers as of the date
first above written.
CHAMPION HEALTHCARE CORPORATION
By: /s/ James G. VanDevender
James G. VanDevender,
Executive Vice President
FRONTENAC VI LIMITED PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura Pearl
Laura P. Pearl
Title: General Partner
FRONTENAC DIVERSIFIED III LIMITED
PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura Pearl
Laura P. Pearl
Title: General Partner
EQUITY-LINKED INVESTORS, L.P.
By: Rohit M. Desai Associates
its General Partner
By:
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: Rohit M. Desai Associates-II
its General Partner
By:
Name:
Title:
OLYMPUS PRIVATE PLACEMENT FUND, L.P.
By: OGP Partners, L.P.
Its General Partner
By: /s/ James Conroy
James A. Conroy
Title: General Partner of the
General Partner
EQUUS II INCORPORATED
By: /s/ Nolan Lehmann
Nolan Lehmann, President
EQUUS CAPITAL PARTNERS
By: EQUUS CAPITAL CORPORATION
Its General Partner
By: /s/ Nolan Lehmann
Nolan Lehmann, President
WPG CORPORATE DEVELOPMENT
ASSOCIATES III, L.P.
By: WPG CDA III, L.P.
By: /s/ Peter Pfister
Peter B. Pfister
Title: General Partner
WPG CORPORATE DEVELOPMENT
ASSOCIATES III (OVERSEAS), LIMITED
By: /s/ Robin Jarvis
Robin Jarvis
Title: Director
RFE CAPITAL PARTNERS, L.P.
By: Norcon Associates
its General Partner
By: /s/ Knute Albrecht
Knute Albrecht
Title: General Partner
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
By: /s/ Knute Albrecht
Knute Albrecht
Title: General Partner
WILLIAM BLAIR VENTURE PARTNERS III
By: William Blair Venture
Management, its General Partner
By: /s/ Greg Newmark
Greg S. Newmark
Title: General Partner
KELLY E. CURRY LIVING TRUST dated
December 9, 1993
/s/ Kelly Curry
By: Kelly E. Curry, Trustee
JOHN HANCOCK VENTURE CAPITAL
FUND LIMITED PARTNERSHIP II
By: Back Bay L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Laurie Thomsen
Laurie J. Thomsen
its Authorized Officer
HANCOCK VENTURE PARTNERS III L.P.
By: Back Bay Partners V L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Laurie Thomsen
Laurie J. Thomsen
its Authorized Officer
BAKER, FENTRESS & COMPANY
By: /s/ Scott Smith
Scott E. Smith
Title: Vice President
ORACLE PARTNERS, L.P.
By: /s/ Larry Feinberg
Name: Larry N. Feinberg
Title: General Partner
BAHRAIN INTERNATIONAL BANK E.C.
By: /s/ Jim Creedon
Name: William Khouri
Title: Assistant General Manager
BANK OF AMERICA ILLINOIS
By: /s/ Ford Bartholow
Ford S. Bartholow
Title: Managing Director
Christopher J. Perry
Robert F. Perille
M. Ann O'Brien
/s/ Ford Bartholow
Ford S. Bartholow
Jeffrey M. Mann
Matthew W. Clary
Thomas E. Van Pelt, Jr.
VIRGINIA RETIREMENT SYSTEM
By:
Name:
Title:
DIANNA W. MILLER, Spouse CHARLES R. MILLER
of
CHARLES R. MILLER
/s/ Patricia VanDevender /s/ James G. VanDevender_______
PATRICIA A. VANDEVENDER, JAMES G. VANDEVENDER
Spouse of JAMES G.
VANDEVENDER
/s/ Judy Brooks /s/ Michael Brooks
JUDY BROOKS, Spouse of MICHAEL BROOKS
MICHAEL BROOKS
/s/ Sue Patterson /s/ Ron Patterson
SUE PATTERSON, Spouse of RONALD R. PATTERSON
RONALD R. PATTERSON
/s/ Mary Margaret Lang /s/ Wesley Lang
MARY M. LANG, Spouse of WESLEY W. LANG, JR.
WESLEY W. LANG, JR.
/s/ Janice Meehan /s/ Matthew Meehan
JANICE MEEHAN, Spouse of MATTHEW M. MEEHAN
MATTHEW M. MEEHAN
/s/ Anne Ragsdale /s/ Richard Ragsdale
ANNE RAGSDALE, Spouse of RICHARD E. RAGSDALE
RICHARD E. RAGSDALE
/s/ Diane Steffy /s/ David Steffy
DIANE STEFFY, Spouse of DAVID L. STEFFY
DAVID L. STEFFY
/s/ Theodore Stolberg
THEODORE STOLBERG
/s/ Dinah Watts /s/ Ralph Watts
___________________, RALPH J. WATTS
Spouse of
RALPH J. WATTS
/s/ Joyce Wertheimer /s/ David Wertheimer
JOYCE WERTHEIMER, Spouse DAVID WERTHEIMER
of DAVID WERTHEIMER
WILLIAM F. GEIGER
RAPHAEL A. LUCCASEN, JR.
C. DAVID RHOTON
KATHY A. CONNER
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By:/s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By:/s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
DLJ CAPITAL CORPORATION
By:/s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
DLJ CAPITAL VENTURE FUND II, L.P.
By: DLJ FUND ASSOCIATES II
Its General Partner
By:/s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
/s/ William Geiger
WILLIAM F. GEIGER
/s/ Ray Luccasen
RAPHEAL A. LUCCASEN, JR.
/s/ David Rhoton
C. DAVID RHOTON
/s/ Kathy Connor
KATHY A. CONNOR
VENTURTECH II LIMITED PARTNERSHIP
By:
Carl J. Matthews
Title: Managing Director
THOMAS M. RODGERS, JR.
DLJ SECURITIES CORPORATION
By: /s/ Robert Diemar
Name: Robert E. Diemar, Jr.
Title: Managing Director
Robert E. Diemar, Jr.
*W. Patrick McMullan
*Vanessa J. Burgess
*Stephen J. Ketchum
*Evan B. Ratner
*Kenneth A. Tucker
*James D. Hann & Bonnie J. Hann JT
Ten
*Hoyt Davidson
*Howard S. Rimerman
*Matthew Sirovich
*Nicole Sinek Arnaboldi & Leo Peter
Arnaboldi, III
*Paul B. Queally
*Sabin C. Streeter
*John J. Veatch, Jr. 401(k) Plan
*Keith B. Geeslin
*Jon Stone
*Janet H. Tague
*Robert Finzi
*J. Kent Sweezey
*Larry E. Reeder
*Warren C. Woo
*Michael K. Hooks
*Sean Deson
*David L. Dennis
*James T. Sington
*Colin R. Knudsen
*J. Brian Mullen & Elizabeth H.
Mullen JT Ten
*Ralph L. DeGroff, Jr.
*Thomas G. McGonagle
*By: /s/ Robert Diemar
Robert E. Diemar, Jr.
Pursuant to Irrevocable Proxy
and Power of Attorney
DLJ FIRST ESC L.L.C.
By:
Title:
EXHIBIT B
D STOCKHOLDERS AGREEMENT
1. To delete all references to and provisions for the
Series B $2.125 Increasing Rate Cumulative Convertible
Preferred Stock.
2. To change the reference to Senior Subordinated
Agreement in Section 2 Dividends and Section 3
Redemption of Article IV only, to include both the
existing Series D Note and Stock Purchase Agreement
dated December 31, 1993 to include such agreement as it
may be amended from time to time, and the Series E Note
Purchase Agreement dated as of May 1, 1995 as it may be
amended from time to time.
3. To amend the provisions of 5(e)(10) to add certain
issues of securities and to make it clear the therein
listed issues of securities will not require a dilution
adjustment, which section shall substantially read as
follows:
(10) Certain Issues Excepted. Anything to the
contrary in this Article IV notwithstanding, the
Corporation shall not be required to make any
adjustment to the Conversion Price in respect to the
following described securities issued or reserved for
issuance by the Corporation
(A) upon conversion of 3,500,000 shares of Series A
Preferred Stock;
(B) upon conversion of 2,769,109 shares of Series A-1
Preferred Stock;
(C) upon the exercise of options granted to certain
officers of the Corporation to purchase up to an
aggregate of 180,000 shares of Common Stock at an
exercise price of $1.00 per share ;
(D) upon the exercise of warrants exercisable to
purchase 1,260,000 shares of Common Stock issued
pursuant to the Note and Stock Purchase Agreement
dated May 27, 1992 ;
(E) upon the exercise of warrants exercisable to
purchase 98,434 shares of Common Stock issued to
Equus Investments II, L.P. and Sprout Growth,
L.P., pursuant to the Warrant Purchase Agreement
dated December 31, 1990 among the Corporation,
Equus Investments II, L.P. and Sprout Growth, L.P.
and the Warrant Purchase Agreement dated December
31, 1990 among the Corporation, Equus Investments
II, L.P., and Charles R. Miller ;
(F) upon conversion of (i) an aggregate 1,577,547
shares of Series BB Preferred Stock, (ii) an
aggregate 448,811 shares of Series C Preferred
Stock, and (iii) of an aggregate 2,157,319 shares
of Series D Preferred Stock, all in accordance
with this Article IV;
(G) upon exercise of options granted to certain
officers of the Corporation to purchase up to an
aggregate of 300,000 shares of Common Stock
pursuant to the Employee Stock Option plan No. 2
dated May 27, 1992 ;
(H) under the Subscription Agreement dated as of
February 10, 1990, as amended, between the
Corporation and James G. VanDevender for 100,000
shares of Common Stock to be initially purchased;
(I) upon exercise of options granted by the
Corporation to certain officers to purchase up to
an aggregate of 150,000 shares of Common Stock, at
an exercise price of $4.00 per share ;
(J) pursuant to a stock dividend, subdivision or
split-up whereunder an adjustment is made pursuant
to paragraph 5(h);
(K) upon the exercise of options to acquire up to
60,000 shares of Common Stock granted to members
of the Board of Directors of the Corporation
pursuant to the Champion Health care Corporation
Directors Stock Option Plan ;
(L) upon the exercise of warrants exercisable to
purchase 132,500 shares of Common Stock issued
pursuant to the Bridge Loan Agreement dated April
29, 1993 ;
(M) upon the exercise of options to acquire up to
200,000 shares of Common Stock pursuant to the
Employee Stock Option Plan No. 3;
(N) upon the exercise of options to acquire up to
200,000 shares of Common Stock pursuant to the
Physicians Stock Option Plan ;
(O) upon the exercise of warrants exercisable to
purchase 25,000 shares of Common Stock issued to
Virginia Retirement System pursuant to the Fifth
Amendment dated December 2, 1993 to Note and Stock
Purchase Agreement dated May 27, 1992 ;
(P) upon the exercise of any warrant issued pursuant
to the Series D Note and Stock Purchase Agreement
dated December 31, 1993;
(Q) upon exercise of any warrant issued pursuant to
the Series E Note Purchase Agreement dated May 1,
1995;
(R) upon the exercise of options to be exercisable to
purchase 300,000 shares of Common Stock pursuant
to the Senior Executive Stock Option Plan No. 4,
dated January 5, 1994 ;
(S) upon the exercise of options to be exercisable to
purchase 144,500 shares of Common Stock pursuant
to the Selected Executive Stock Option Plan No. 5,
dated May 25, 1995 ; and
(T) upon the exercise of options to be exercisable to
purchase 245,070 shares of Common Stock pursuant
to the AmeriHealth 1988 Non-Qualified Stock Option
Plan ,
(U) upon the issuance or provision for issuance of not
more than 96,250 shares of Common Stock as a part
of the terms of the acquisition the operations of
several home health care companies including
Brookside Health Group, Inc.
the terms and amounts of all the preceding exceptions being
limited to their terms and amounts as of [date of
amendment], subject to any anti-dilution provisions
contained therein as they existed on [date of amendment],
and provided however, (i) that to the extent any such
option or other right (except in G, I, K, M, N, R, S, and T
above) to acquire any share of Common Stock shall expire or
be canceled prior to the exercise thereof, the Common Stock
issuable pursuant thereto or any subsequent option or right
granted to acquire such Common Stock, shall no longer be
excepted by this paragraph 5(e)(10), (ii) that the number of
such shares of Common Stock may be adjusted from time to
time in connection with any subdivision or combination or
similar event which results in a proportional increase or
decrease in all shares of Common Stock, and (iii) the
effective time of such exceptions shall be from December
31, 1993 or the date of any such exception if later.
EXHIBIT 22
AMENDMENT NO. 5 TO
D STOCKHOLDERS AGREEMENT
This Amendment No. 5 to the D Stockholders Agreement is
dated August 15, 1995 (the "Amendment"), by and among
Champion Healthcare Corporation, a Delaware corporation (the
"Company") and the other parties to the D Stockholders
Agreement.
W I T N E S S E T H :
WHEREAS, the Stockholders and the Company have entered
into the D Stockholders Agreement dated December 31, 1993 as
amended October 7, 1994, December 6, 1994, March 31, 1995
and May 1, 1995 (together the "D Stockholders Agreement")
which provides for certain rights and obligations among the
Company and the Stockholders;
WHEREAS, the Company and the Stockholders wish to waive
such preemptive rights and other prohibitions or
restrictions as may arise under the D Stockholders Agreement
to permit Sprout Capital, Sprout Growth, Sprout Growth II,
Sprout II, DLJ Capital, DLJ First ESC L.L.C., a Delaware
limited liability company ("ESC") (Sprout Capital, Sprout
Growth, Sprout Growth II, Sprout II, DLJ Capital and ESC
collectively referred to as the "DLJSC Affiliates"), and
Donaldson, Lufkin & Jenrette Securities Corporation, a
Delaware corporation ("DLJSC") to assign and deliver to
First Interstate Bank of California, as trustee (the "Voting
Trustee"), all of their respective shares of capital stock
and warrants of the Company pursuant to a Voting Trust
Agreement among the DLJSC Affiliates, DLJSC, Donaldson,
Lufkin & Jenrette, Inc. and the Voting Trustee (the "Voting
Trust Agreement");
WHEREAS, the Company and the Stockholders are further
agreeable to amending the D Stockholder Agreement to provide
for substitution of Olympus for Sprout as having authority
together with Equus to approve the Approved Nominee to the
Board of Directors; and
WHEREAS, the Company and the Stockholders are further
agreeable to amending the D Stockholder Agreement to provide
for the execution of the D Stockholder Agreement by the
Voting Trustee;
NOW, THEREFORE, for and in consideration of these
premises and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company
and the Stockholders hereby agree as follows:
1. TERMS. All capitalized terms defined in the D
Stockholders Agreement and not otherwise defined herein
shall have the same definitions when used herein as set
forth in the D Stockholders Agreement. Unless otherwise
noted, all article and paragraph references are to the D
Stockholders Agreement.
2. ARTICLE 2. SECTION 2.1(B)(VI)(B). Article 2,
Section 2.1(b)(vi)(B) is hereby amended by deleting the
three references to "Sprout" and in lieu thereof inserting
"Olympus."
3. WAIVER AND CONSENT. Notwithstanding anything to
the contrary in the D Stockholders Agreement, the DLJSC
Affiliates may transfer their respective shares of capital
stock and warrants of the Company to the Voting Trustee
pursuant to and subject to the Voting Trust Agreement.
4. AGREEMENT OF VOTING TRUSTEE. Upon the
effectiveness of this Amendment the Voting Trustee, and any
successor Voting Trustee agrees to be bound by all terms and
conditions of the D Stockholders Agreement.
5. EFFECTIVE DATE. This Amendment shall become
effective on the date first written above upon the execution
and delivery hereof by holders of the requisite percentage
of Capital Stock provided by Section 5.4 of the D
Stockholders Agreement, the execution of the Voting Trust
Agreement by the parties thereto and the execution hereof by
the Voting Trustee.
6. PRIORITY. In the event of any inconsistency
between the terms of this Amendment and terms of the D
Stockholders Agreement, the terms of this Amendment shall
control.
7. MISCELLANEOUS.
7. 1 HEADINGS. Section headings are for reference
only, and shall not affect the interpretation or meaning of
any provision of this Amendment.
7.2 EFFECT OF AMENDMENT. The D Stockholders
Agreement, subject to this Amendment, shall remain in full
force and effect except that any reference therein, or in
any documents or instruments required thereunder or annexes
or schedules thereto, referring to the D Stockholders
Agreement, shall be deemed to refer to the D Stockholders
Agreement as amended and this Amendment.
7.3 GOVERNING LAW. This Amendment shall be governed
by, and construed in accordance with, the laws of the State
of Delaware, without regard to the principles of conflicts
of laws thereof.
7.4 COUNTERPARTS. This Amendment may be executed by
the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original but
all such counterparts shall constitute but one and the same
Amendment.
(Signatures appear on following pages)
IN WITNESS WHEREOF, the Company and the
Stockholders have caused this Amendment to be executed by
their respective duly authorized officers as of the date
first above written.
CHAMPION HEALTHCARE CORPORATION
By: /s/ James VanDevender
James G. VanDevender,
Executive Vice President
FRONTENAC VI LIMITED PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura Pearl
Laura P. Pearl
Title: General Partner
FRONTENAC DIVERSIFIED III LIMITED
PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura Pearl
Laura P. Pearl
Title: General Partner
EQUITY-LINKED INVESTORS, L.P.
By: Rohit M. Desai Associates
its General Partner
By: /s/ Carlos Gonzales
Name: Carlos Gonzales
Title: Senior Vice President
EQUITY-LINKED INVESTORS-II
By: Rohit M. Desai Associates-II
its General Partner
By: /s/ Carlos Gonzales
Name:Carlos Gonzales
Title: Senior Vice President
OLYMPUS PRIVATE PLACEMENT FUND, L.P.
By: OGP Partners, L.P.
Its General Partner
By: /s/ James Conroy
James A. Conroy
Title: General Partner of the
General Partner
EQUUS II INCORPORATED
By: /s/ Nolan Lehmann
Nolan Lehmann, President
EQUUS CAPITAL PARTNERS
By: EQUIS CAPITAL CORPORATION
Its General Partner
By: /s/ Nolan Lehmann
Nolan Lehmann, President
WPG CORPORATE DEVELOPMENT
ASSOCIATES III, L.P.
By: WPG CDA III, L.P.
By:
Peter B. Pfister
Title: General Partner
WPG CORPORATE DEVELOPMENT
ASSOCIATES III (OVERSEAS), LIMITED
By: /s/ Robin Jarvis
Robin Jarvis
Title: Director
RFE CAPITAL PARTNERS, L.P.
By: Norcon Associates
its General Partner
By: /s/ R. Williams
Name: Robert M. Williams
Title: General Partner
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
By: /s/ R Williams
Name: Robert M. Williams
Title: General Partner
WILLIAM BLAIR VENTURE PARTNERS III
By: William Blair Venture
Management, its General Partner
By: /s/ Gregg Newmark
Gregg S. Newmark
Title: General Partner
KELLY E. CURRY LIVING TRUST dated
December 9, 1993
/s/ Kelly E. Curry, Trustee
Kelly E. Curry, Trustee
JOHN HANCOCK VENTURE CAPITAL
FUND LIMITED PARTNERSHIP II
By: Back Bay L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By:
Laurie J. Thomsen
Its: Authorized Officer
HANCOCK VENTURE PARTNERS III L.P.
By: Back Bay Partners V L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By:
Laurie J. Thomsen
Its: Authorized Officer
BAKER, FENTRESS & COMPANY
By:
Scott E. Smith
Title: Vice President
ORACLE PARTNERS, L.P.
By: /s/ Larry Feinberg
Name: Larry N. Feinberg
Title: General Partner
BAHRAIN INTERNATIONAL BANK E.C.
By: Sameer Al Aradi
Name: Sameer Al Aradi
Title:Chief Financial Officerr
BANK OF AMERICA ILLINOIS
By: /s/ Ford Bartholow
Ford S. Bartholow
Title: Managing Director
/s/ Christopher J. Perry
Christopher J. Perry
/s/ Robert F. Perille
Robert F. Perille
/s/ M. Ann O'Brien
M. Ann O'Brien
/s/ Ford S. Bartholow
Ford S. Bartholow
/s/ Jeffrey M. Mann
Jeffrey M. Mann
/s/ Matthew W. Clary
Matthew W. Clary
/s/ Thomas E. Van Pelt, Jr.
Thomas E. Van Pelt, Jr.
VIRGINIA RETIREMENT SYSTEM
By: /s/ Erwin H. Well, Jr.
Name: Erwin H. Well, Jr.
Title: Chief Investment Officer
___________________________
DIANNA W. MILLER, Spouse of CHARLES R. MILLER
CHARLES R. MILLER
/s/ Patricia Van Devender /s/ James Vandevender
PATRICIA A. VANDEVENDER, JAMES G. VANDEVENDER
Spouse of JAMES G.
VANDEVENDER
/s/ Judy Brooks /s/ Michael Brooks
JUDY BROOKS, Spouse of MICHAEL BROOKS
MICHAEL BROOKS
/s/ Sue Patterson /s/ Ron Patterson
SUE PATTERSON, Spouse of RONALD R. PATTERSON
RONALD R. PATTERSON
/s/ Mary Margaret Lang /s/ Wesley Land
MARY M. LANG, Spouse of WESLEY W. LANG, JR.
WESLEY W. LANG, JR.
/s/ Janice Meehan /s/ Matthew Meehan
JANICE MEEHAN, Spouse of MATTHEW M. MEEHAN
MATTHEW M. MEEHAN
/s/ Anne Ragsdale /s/ Richard Ragsdale
ANNE RAGSDALE, Spouse of RICHARD E. RAGSDALE
RICHARD E. RAGSDALE
/s/ Diane Steffy /s/ David Steffy
DIANE STEFFY, Spouse of DAVID L. STEFFY
DAVID L. STEFFY
____________________________________
THEODORE STOLBERG
/s/ Dinah C. Watts /s/ Ralph Watts
___________________, Spouse RALPH J. WATTS
of RALPH J. WATTS
___________________________ /s/ David Wertheimer
JOYCE WERTHEIMER, Spouse DAVID WERTHEIMER
of DAVID WERTHEIMER
/s/ William Geiger
WILLIAM F. GEIGER
/s/ Ray Luccasen
RAPHEAL A. LUCCASEN, JR.
/s/ David Rhoton
C. DAVID RHOTON
/s/ Kathy Connor
KATHY A. CONNOR
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
SPROUT GROWTH, L.P.
By: DLJ Growth Associates,
Its General Partner
By: /s/ Paul B. Queally
Paul B. Queally
Attorney-in-Fact
VENTURTECH II LIMITED PARTNERSHIP
By: /s/ Carl J. Matthews
Carl J. Matthews
Title: Managing Director
THOMAS M. RODGERS, JR.
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management Corporation
Its Manager
By: /s/ Ed Polletti
Name: Ed Poletti
Title:
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ C. W. Power
Name: Claire W. Power
Title:Vice President/Assistant
Secretary
DLJ SECURITIES CORPORATION
By: /s/ C. W. Power
Name: Claire W. Power
Title: Vice
President/Assistant Secretary
DLJ CAPITAL VENTURE FUND II, L.P.
By: DLJ Fund Associates II
Its General Partner
By: /s/ Arthur Zuckerman
Name: Arthur Zuckerman
Title: Attorney-in-Fact
DLJ CAPITAL CORPORATION
By: /s/ C. W. Power
Name: Claire W. Power
Title: Assistant Secretary
Robert E. Diemar, Jr.
*W. Patrick McMullan
*Vanessa J. Burgess
*Stephen J. Ketchum
*Evan B. Ratner
*Kenneth A. Tucker
*James D. Hann & Bonnie J. Hann
JT Ten
*Hoyt Davidson
*Howard S. Rimerman
*Matthew Sirovich
*Nicole Sinek Arnaboldi & Leo Peter
Arnaboldi, III
*Paul B. Queally
*Sabin C. Streeter
*John J. Veatch, Jr. 401(k) Plan
*Keith B. Geeslin
*Jon Stone
*Janet H. Tague
*Robert Finzi
*J. Kent Sweezey
*Larry E. Reeder
*Warren C. Woo
*Michael K. Hooks
*Sean Deson
*David L. Dennis
*James T. Sington
*Colin R. Knudsen
*J. Brian Mullen & Elizabeth H.
Mullen JT Ten
*Ralph L. DeGroff, Jr.
*Thomas G. McGonagle
*By:______________________________
Robert E. Diemar, Jr.
Pursuant to Irrevocable Proxy
and Power of Attorney
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By Lincoln National Investment
Management Company, Its
Attorney-In-Fact
By:
Its: Vice President
SECURITY-CONNECTICUT LIFE
INSURANCE COMPANY
By Lincoln National Investment
Management Company,
Its Attorney-In-Fact
By:
Its: Vice President
LINCOLN NATIONAL INCOME FUND, INC.
By:
Its: President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
Its:
INDOSUEZ CAPITAL ASSET ADVISERS, INC.
By: /s/ John Popp
John G. Popp, Its President
INDOSUEZ CAPITAL FUNDING I, LIMITED
By: /s/ John Popp
John G. Popp, Its
Collateral Manager
INDOSUEZ HIGH YIELD PARTNERS
By: /s/ John Popp
John G. Popp, Its Partner
AGREED AND ACCEPTED
AS TO SECTION 4: VOTING TRUSTEE:
FIRST INTERSTATE BANK OF CALIFORNIA,
Trustee,
/s/ Sharon Knepper
By: Sharon Knepper
Title: Vice President
