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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LifeQuest Medical, Inc.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 per share
- -----------------------------------------------------------------
(Title of Class of Securities)
531928 10 9
------------------------------------------------
(CUSIP Number)
Matthew Levitan, The Salomon Foundation Inc
Seven World Trade Center, New York, New York 10048 (212) 783-6787
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 30, 1997
---------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -------------------------- ------------------------
CUSIP No. 531928 10 9 Page 2 of 22 Pages
--- ----
- -------------------------- ------------------------
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Salomon Foundation Inc
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------
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
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 171,995 shares
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
---------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 171,995 shares
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,995 shares
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------- ------------------------
CUSIP No. 531928 10 9 Page 3 of 22 Pages
--- ----
- -------------------------- ------------------------
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Holding Company Inc
13-3082695
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ X ]
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 111,000 shares
---------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
111,000 shares
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,000 shares
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The Salomon Foundation Inc (the "Foundation") and
Salomon Brothers Holding Company Inc ("SBHC") hereby amend the
Foundation's Statement on Schedule 13D relating to the Common
Stock, $0.001 par value, of LifeQuest Medical, Inc. (the
"Issuer") dated September 30, 1994 (the "Schedule 13D"), as set
forth below. All terms defined in the Schedule 13D have the same
meanings in this Amendment No. 1.
Item 2. Identity and Background
The first paragraph of this item as set forth in the
Schedule 13D is deleted and the following is inserted in its
place:
"This Statement on Schedule 13D is being filed by The
Salomon Foundation Inc (the "Foundation"), a not-for-profit
corporation organized under the laws of the State of New York and
a private foundation within the meaning of Section 509(a) of the
Internal Revenue Code, and by Salomon Brothers Holding Company
Inc ("SBHC"), a corporation organized under the laws of the State
of Delaware. By signing this statement on Schedule 13D, each of
the Foundation and SBHC agrees that such statement is filed on
its behalf.
The principal executive offices of the Foundation are
located, and its principal business activities are conducted, at
Seven World Trade Center, New York, New York 10048."
The following is inserted after the final paragraph of
this item as set forth in the Schedule 13D:
"SBHC is a wholly-owned subsidiary of Salomon Inc, a
corporation organized under the laws of the State of Delaware.
The principal executive offices of SBHC and Salomon Inc are
located, and the principal business activities of each are
conducted, at Seven World Trade Center, New York, New York 10048.
The principal business of SBHC is the ownership of all
the outstanding shares of common stock of Salomon Brothers Inc
("SBI"). The principal business of Salomon Inc is the ownership
of all the outstanding shares of common stock of SBHC and Phibro
Inc., a corporation engaged in commodities trading, concentrating
on crude oil and other energy related commodities.
PB-SB Ventures, Inc., a Delaware corporation and
wholly-owned subsidiary of SBHC ("Ventures"), is, and its
principal business activity is to serve as, the general partner
of each of PB-SB 1985 Investment Partnership VII ("PB-SB"), PB-SB
1983 Investment Partnership III and PB-SB 1988 Investment
Partnership III, each of which is a New York limited partnership.
PB-SB is an employees' security company exempt from registration
under the Investment Company Act of 1940. The principal offices
of each of PB-SB and Ventures are located, and the principal
business activities of each are conducted at, Seven World Trade
Center, New York, New York 10048.
Page 4 of 22 Pages
<PAGE>
The names, citizenship, business addresses and principal
occupations or employments of each of the executive officers and
directors of each of Salomon Inc and SBHC are set forth in Annex
B and Annex C hereto, respectively, which are incorporated herein
by reference.
On May 20, 1992, SBI and Salomon Inc (together
"Salomon") consented, without admitting or denying any of the
allegations of the concurrently filed complaint, to the entry of
a Final Judgment of Permanent Injunction and Other Relief (the
"Final Judgment") in settlement of an action arising out of
alleged misconduct in auctions of U.S. Treasury securities and
government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District
Court for the Southern District of New York, entitled Securities
and Exchange Commission v. Salomon Inc and Salomon Brothers Inc
(92 Civ. 3691 and Securities and Exchange Act Release No. 30721
(May 20, 1992)) (the "Treasury Matter"). Among other things, the
Final Judgment enjoins Salomon from violations of Section 17(a)
of the Securities Act of 1933 (the "1933 Act"), Sections 10(b),
15(c)(1) and 17(a) of the Securities Exchange Act of 1934 (the
"1934 Act") and Rules 10b-5, 15c1-2, 17a-3 and 17a-4 promulgated
thereunder. Pursuant to the settlement, Salomon was required to
pay a total amount of $290,000,000, with $100,000,000 going to a
fund for the payment of private claims for compensatory damages
arising out of the U.S. Treasury auction and related matters and
$190,000,000 to the United States in payment of civil penalties
under the Securities Enforcement Remedies and Penny Stock Reform
Act of 1990 and a forfeiture of assets to and settlement of
claims with the Department of Justice against SBI. On the same
day, in other related actions solely involving SBI, the SEC
instituted and settled an administrative proceeding relating to a
failure to supervise the persons responsible for the alleged
misconduct, the Federal Reserve Bank of New York announced the
continuation of SBI's primary dealer designation but a cessation
of its trading activity with the Federal Reserve Bank until
August 3, 1992, and the Department of Treasury announced that SBI
would be permitted to resume bidding for customers on August 3,
1992, having restricted SBI to purchasing securities for its own
account in U.S. Treasury auctions since August 18, 1991.
In January and February 1993, SBI, without admitting or
denying any allegations, entered into consent agreements and, in
some states, consent orders with 41 state securities regulators
in settlement of certain claims in respect of SBI's state
broker-dealer registrations arising out of SBI's activities
described in the Treasury Matter. Pursuant to the settlement with
the states, SBI agreed, among other things, to (i) comply with
those provisions of the order issued by the SEC in the Treasury
Matter that imposed remedial sanctions with respect to alleged
violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and
1991; (ii) pay $50,000 to each state participant in the
settlement as reimbursement for costs of investigation related to
the Treasury Matter; and (iii) with respect to some states,
contribute $2,000,000 to a multi-state investor protection trust
fund to be created for the purpose of providing funds for
projects promoting the cause of investor protection.
On August 26, 1996, the SEC simultaneously instituted
a cease-and-desist proceeding pursuant to Section 21C of the 1934
Act against Salomon Inc and accepted Salomon
Page 5 of 22 Pages
<PAGE>
Inc's Offer of Settlement. Salomon Inc, by its Offer of
Settlement, consented to the imposition of a cease-and-desist
order and the entry of the findings therein without admitting or
denying such findings. The SEC found that Salomon Inc had
violated Section 13(b)(2) of the 1934 Act. Specifically, the SEC
determined that Salomon Inc had failed to perform thorough and
timely reconciliations of its balance sheet accounts to
supporting documentation, and thus failed to identify on a timely
basis erroneous entries made by its staff. Moreover, Salomon Inc
had failed to ensure that correction procedures were properly
implemented in London, in part by failing to train adequately its
staff to use a new automated system. These failures resulted in
the overstatement of assets and income on the books, records, and
accounts of Salomon Inc and its subsidiaries. In determining to
accept Salomon Inc's Offer of Settlement, the SEC considered
remedial acts promptly undertaken by Salomon Inc and cooperation
afforded the SEC staff.
Other than as aforesaid, during the last five years
neither SBHC nor, to the best knowledge of SBHC, Salomon Inc or
any of the persons listed in Annex B or Annex C hereto, has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which Salomon Inc or SBHC or any of such persons was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws."
Item 3. Source and Amount of Funds or Other Consideration.
The following is inserted at the end of this item as
set forth in the Schedule 13D:
"As was disclosed in the statement on Schedule 13D of
SBHC dated September 8, 1992, as amended by Amendments 1 through
6 thereto (the "SBHC 13D"), SBHC and PB-SB acquired 317,158 and
105,719 shares of Common Stock, respectively, pursuant to the
conversion (described in Item 4 below) of 225,000 and 75,000
shares of Series A Convertible Preferred Stock purchased by SBHC
and PB-SB, respectively, in March 1990 at a price per share of
$1.75. The funds used by SBHC and PB-SB for the purchase of the
shares of Series A Convertible Preferred Stock came from the
working capital of SBHC and PB-SB, respectively. In addition, a
total of 14,640 and 4,880 shares of Common Stock were issued to
SBHC and PB-SB, respectively, on the conversion of certain
indebtedness of the Issuer, as described in Item 4 below.
As was also disclosed in the SBHC 13D, on December 7,
1993, Ventures, as general partner of PB-SB, approved the
distribution to the partners of PB-SB, pro rata to their
respective interests in PB-SB, of all shares of Common Stock held
by PB-SB (the "Distribution"). Each partner of PB-SB had the
choice until December 20, 1993 to elect to receive its
distribution in stock or to have its pro rata portion of the
distribution aggregated with the shares of other selling partners
and sold by PB-SB at the prevailing market price, with the cash
proceeds of such sale distributed upon settlement. Partners
failing to make an election
Page 6 of 22 Pages
<PAGE>
were to receive their distribution in stock. The Distribution was
consummated in January 1994. On January 5, 1994 and January 19,
1994, PB-SB sold 4,910 shares and 11,000 shares, respectively, of
Common Stock at a price of $9.25 per share, and on January 6,
1994, PB-SB transferred 93,830 shares to various partners,
including 1,120 shares to Ventures. As a result of the
Distribution, PB-SB ceased to own any shares of Common Stock
other than 859 shares of Common Stock held by PB-SB for the
benefit of one of its limited partners pending distribution to
such limited partner. On March 14, 1994, Ventures donated the
1,120 shares of Common Stock beneficially owned by it to the
Foundation and, as a result of such donation, Ventures ceased to
own any shares of Common Stock. The 859 shares of Common Stock
formerly held by PB-SB for the benefit of one of its limited
partners were subsequently transferred to Ventures as a result of
the execution of an assignment (with an effective date of January
1, 1994) of such limited partner's interest in PB-SB. As was
disclosed in the SBHC 13D, SBHC instructed the donation of
172,000 shares of Common Stock to the Foundation from April 8,
1994 through September 12, 1994.
SBHC thereafter acquired 25,000 shares of Common Stock
pursuant to the exercise (described in Item 4 below) of the
Options on March 19, 1997 at a price per share of $2.25. The
funds used by SBHC for the exercise of such Options came from the
working capital of SBHC."
Item 4. Purpose of the Transaction.
The fourth and fifth sentences of this item as set
forth in the Schedule 13D are deleted and the following
paragraphs are inserted at the end of this item:
"As was disclosed in the SBHC 13D, the Issuer's
initial public offering of shares of its Common Stock (the
"Offering") was declared effective by the Securities and Exchange
Commission on August 19, 1992, and closed on August 27, 1992.
Upon the closing of the Offering, each share of the Series A
Convertible Preferred Stock was automatically converted into
1.40959115 shares of the Issuer's Common Stock. Prior to the
Offering, SBHC and PB-SB owned a total of 225,000 and 75,000
shares, respectively, of the Series A Convertible Preferred Stock
of the Issuer, which shares were converted upon the closing of
the Offering into 317,158 and 105,719 shares, respectively, of
Common Stock. Upon the closing of the Offering, SBHC and PB-SB
also received 14,640 and 4,880 shares, respectively, of Common
Stock pursuant to an agreement between the Issuer and SBHC, PB-SB
and certain other creditors (collectively, the "Creditors") of
the Issuer pursuant to which the outstanding principal amount of
certain notes and other indebtedness issued by the Issuer to the
Creditors would be converted at the closing of the Offering into
shares of Common Stock at a conversion price per share equal to
the initial public offering price.
On March 19, 1997, SBHC purchased 25,000 shares of
Common Stock pursuant to the exercise of options (the "Options")
to purchase 25,000 such shares at a price of $2.25 per share. The
Options had previously been granted by the Issuer to Mr. John L.
Cassis, a former employee of SBI from July 1986 to August 1994,
who was then serving as a member of the Board of Directors of the
Issuer representing the interests of SBHC, pursuant to
Page 7 of 22 Pages
<PAGE>
a Non-qualified Stock Option Agreement, dated May 23, 1995,
between the Issuer and Mr. Cassis (the "Non-qualified Stock
Option Agreement"). Following Mr. Cassis's resignation from such
position on December 19, 1996, the Issuer permitted SBHC to
exercise the Options. The remaining 86,000 shares of Common Stock
held by SBHC were acquired in the ordinary course of business for
investment purposes. SBHC may from time to time donate shares of
Common Stock to the Foundation, acquire or sell shares of Common
Stock (or put or call options or other derivative instruments
relating to such shares of Common Stock) in public or privately
negotiated transactions, depending on price, tax considerations
and other relevant factors."
Item 5. Interest in Securities of the Issuer.
(a-b) The following is inserted after the final
paragraph of this item as set forth in the Schedule 13D:
"As of the close of business on June 3, 1997, the
Foundation beneficially owned 171,995 shares of Common Stock. Such
shares represent 3.0% of the 5,789,021 shares of Common Stock
reported to be outstanding as of May 6, 1997 in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
(the "10-Q"). The Foundation possesses sole voting power and sole
dispositive power with respect to all shares of Common Stock
reported as beneficially owned by it on this Statement on
Schedule 13D. The Foundation hereby disclaims beneficial
ownership of any shares of Common Stock beneficially owned by
SBHC or Ventures.
At the close of business on June 3, 1997, Mr. William
J. Jennings II, the Treasurer of the Foundation, beneficially
owned 269 shares of Common Stock. The Foundation and SBHC, on
behalf of itself, Salomon Inc and Ventures, hereby disclaim
beneficial ownership of any shares of Common Stock beneficially
owned by Mr. Jennings.
Except as described above, neither the Foundation nor,
to the best knowledge of the Foundation, any of the persons
listed in Annex A beneficially owned any shares of Common Stock
as of the close of business on June 3, 1997.
As of the close of business on June 3, 1997, SBHC
directly beneficially owned 111,000 shares of Common Stock, and
Ventures directly beneficially owned no shares of Common Stock.
By reason of the relationship between SBHC and Ventures, SBHC may
be deemed to have had an indirect beneficial ownership interest
in, and shared voting and dispositive power with respect to,
shares of Common Stock held directly by Ventures. The 111,000
shares of Common Stock beneficially owned by SBHC represent 1.9%
of the 5,789,021 shares of Common Stock reported to be
outstanding as of May 6, 1997 in the 10-Q. By reason of the
relationship between Salomon Inc and SBHC, Salomon Inc may be
deemed to have an indirect beneficial ownership interest in, and
shared voting and dispositive power with respect to, shares of
Common Stock beneficially owned by SBHC. SBHC, on behalf of
itself, Salomon Inc and Ventures, hereby disclaims beneficial
ownership of any shares of Common Stock owned by the Foundation.
Page 8 of 22 Pages
<PAGE>
Except as described above, neither SBHC nor, to the
best knowledge of SBHC, any of Salomon Inc, PB-SB, Ventures or the
persons listed in Annex B or Annex C hereto beneficially owned
any shares of Common Stock as of the close of business on June 3,
1997.
As of May 30, 1997, each of the Foundation and SBHC
ceased to be the beneficial owner of more than five percent of
the outstanding shares of Common Stock."
(c) The following is inserted after the final
paragraph of this item as set forth in the Schedule 13D:
"Neither the Foundation nor, to the best knowledge of
the Foundation, any of the persons listed in Annex A effected any
transactions in shares of Common Stock from April 1, 1997 through
June 3, 1997.
The dates, numbers of shares and prices per share for
all purchases and sales of Common Stock by SBHC April 1, 1997
through June 3, 1997 are shown in Annex D hereto, which is
incorporated herein by reference. All such purchases and sales of
Common Stock were effected on the NASDAQ Stock Market.
Except as described in Annex D, neither SBHC nor, to
the best knowledge of SBHC, Salomon Inc, PB-SB, Ventures or any
of the persons listed in Annex B or Annex C effected any
transactions in shares of Common Stock from April 1, 1997 through
June 3, 1997."
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
This item as set forth in the Schedule 13D is deleted
and the following is inserted:
"Neither the Foundation nor, to the best knowledge of
the Foundation, any of the persons listed in Annex A hereto has
any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to securities
of the Issuer.
Other than the provisions of the Non-qualified Stock
Option Agreement described in Item 4 and filed as Exhibit 1
hereto, neither SBHC nor, to the best knowledge of SBHC, Salomon
Inc, PB-SB, Ventures or any of the persons listed in Annex B or
Annex C hereto has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect
to securities of the Issuer."
Item 7. Material to be Filed as Exhibits.
This item as set forth in the Schedule 13D is deleted
and the following is inserted:
"Exhibit 1. Non-qualified Stock Option Agreement, dated
May 23, 1995, between the Issuer and John L. Cassis."
Page 9 of 22 Pages
<PAGE>
ANNEX A. EXECUTIVE OFFICERS AND DIRECTORS OF THE SALOMON
FOUNDATION INC
Annex A to the Schedule 13D is deleted and Annex A
hereto is inserted in its place.
Page 10 of 22 Pages
<PAGE>
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.
Dated: June 5, 1997
THE SALOMON FOUNDATION INC
By /s/ Matthew Levitan
--------------------------------
Name: Matthew Levitan
Title: Assistant Treasurer
Page 11 of 22 Pages
<PAGE>
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.
Dated: June 5, 1997
SALOMON BROTHERS HOLDING COMPANY INC
By /s/ Matthew Levitan
--------------------------------
Name: Matthew Levitan
Title: Managing Director
Page 12 of 22 Pages
<PAGE>
June 1997
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
OF THE SALOMON FOUNDATION INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Warren E. Buffett Chairman and Chief Executive Officer
Director Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Robert E. Denham Director, Chairman and Chief
Director and President Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Jane E. Heffner Vice President
Vice President and Secretary Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Gedale B. Horowitz Senior Executive Director
Director Salomon Brothers Holding Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William J. Jennings Managing Director
Treasurer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Matthew Levitan Managing Director
Assistant Treasurer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Page 13 of 22 Pages
<PAGE>
Deryck C. Maughan(1) Chairman and Chief Executive Officer
Director Salomon Brothers Holding Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
William F. May Chairman and Chief Executive Officer
Director Statue of Liberty-Ellis Island
Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Jeffrey H. Smith Director
Assistant Treasurer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Citizenship
Except as footnoted below, each of the individuals
listed above is a citizen of the United States.
- ----------------------------------
(1) Citizen of Great Britain
Page 14 of 22 Pages
<PAGE>
June 1997
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard J. Carbone Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 15 of 22 Pages
<PAGE>
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania 19104
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Jasper Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
David O. Maxwell(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 16 of 22 Pages
<PAGE>
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Shigeru Myojin(3) Vice Chairman
Director Salomon Brothers Inc
Victoria Plaza
111 Buckingham Palace Rd.
London, SW1W OSB, England
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Wesley S. Williams, Jr. Partner,
Director Covington & Burling, Esqs.
1201 Pennsylvania Avenue, N.W.,
Suite 1155A
Washington, D.C. 20004
A. Thomas Young Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 17 of 22 Pages
<PAGE>
Citizenship
Except as footnoted below, each of the individuals listed above
is a citizen of the United States.
- ----------------------
(1) Member of the Executive Committee
(2) Citizen of Great Britain
(3) Citizen of Japan
Page 18 of 22 Pages
<PAGE>
June 1997
ANNEX C
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS HOLDING COMPANY INC
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chairman and Chief Executive Officer
Managing Director Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(3) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Eric C. Fast(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Page 19 of 22 Pages
<PAGE>
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John L. Haseltine(1)(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Toshiharu Kajima(1) (4) Chief Executive Officer
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
Thomas W. Jasper Treasurer and Managing Director
Treasurer and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3)(5) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Kenneth K. Marshall(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Eduardo G. Mestre(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Page 20 of 22 Pages
<PAGE>
Peter J. Middleton(1) (5) Chief Executive Officer
Managing Director Salomon Brothers International
Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B 0SB
England
Robert H. Mundheim(1) Secretary and Managing Director
Secretary and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) (2) (4) Vice Chairman and Managing Director
Vice Chairman and Salomon Brothers Inc
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
- ----------------------
(1) Member of the Management Board
(2) Member of the Operating Committee
(3) Member of the Board of Directors
(4) Citizen of Japan
(5) Citizen of Great Britain
Page 21 of 22 Pages
<PAGE>
ANNEX D
Set forth below are the purchases and sales of shares
of Common Stock, $0.001 par value (the "Common Stock") by Salomon
Brothers Holding Company Inc from April 1, 1997 through June 3,
1997. ("P" means purchase and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
April 24, 1997 2,000(S) $4.50
April 24, 1997 1,500(S) $4.75
April 25, 1997 1,400(S) $4.875
April 28, 1997 2,600(S) $4.75
May 6, 1997 2,500(S) $4.75
May 7, 1997 5,000(S) $4.75
May 8, 1997 3,000(S) $4.875
May 9, 1997 1,600(S) $4.875
May 16, 1997 6,800(S) $4.75
May 29, 1997 10,000(S) $4.75
May 30, 1997 7,600(S) $4.75
May 30, 1997 5,000(S) $4.8125
June 2, 1997 1,000(S) $5.00
June 3, 1997 4,000(S) $5.00
Each purchase or sale of Common Stock listed above was
effected on the NASDAQ Stock Market.
Page 22 of 22 Pages
<PAGE>
LIFEQUEST MEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement dated May 23, 1995, is entered into between
LifeQuest Medical, Inc., a Delaware corporation (the "Company"),
and John L. Cassis ("Optionee").
Recitals
--------
A. The Company has adopted the LifeQuest Medical, Inc. 1995
Non-Employee Director Stock Option Plan (including any
amendments, the "Plan").
B. Optionee is now serving as a member of the Board of
Directors of the Company.
C. The Company desires to encourage the stock ownership of
Optionee and increase Optionee's proprietary interest in the
Company.
D. As an inducement thereto, the Company has determined to
grant to Optionee an option under the terms of the Plan.
Agreements
----------
In consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Subject to the terms and conditions set forth in this
Agreement and in the Plan, which is incorporated herein by
reference, the Company hereby grants to Optionee the option to
purchase, during the period commencing on the date of this
Agreement and ending May 23, 2005, at a price of $2.25 per share,
up to, but not exceeding in the aggregate, 25,000 shares of
Common Stock, $.001 par value, of the Company.
2. The option evidenced hereby is granted pursuant to the
terms and conditions of the Plan, and is intended to be a
non-qualified stock option which does not satisfy the
requirements of Section 422A of the Internal Revenue Code of
1986, as amended. Optionee hereby accepts and agrees to be bound
by all of the terms and conditions of the Plan. A copy of the
Plan as in effect on the date hereof is attached hereto as
Exhibit A. The Plan is subject to amendment as permitted under
the terms of the Plan and applicable law.
3. As provided for in the Plan, the option evidenced hereby
shall be fully exercisable on or after May 23, 1995.
4. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered
to the party for whom it is intended at such address as may from
time to time be designated by such party in a notice mailed or
delivered to the other party as herein provided, provided that,
unless and until some other address be so designated, all
<PAGE>
notices or communications by Optionee to the Company shall be
mailed or delivered to the Company at:
LifeQuest Medical, Inc.
9601 McAllister Freeway, Suite 1120
San Antonio, Texas 78216
Attention: President
and all notices or communications by the Company to Optionee may be given
to Optionee personally or may be mailed to him at:
John L. Cassis
650 Madison Avenue, 21st Floor
New York, New York 10022
This Agreement is effective as of the date first written above.
LIFEQUEST MEDICAL, INC.
By ---------------------------------
Herbert H. Spoon
President and CEO
----------------------------------
John L. Cassis
2
<PAGE>
