UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
_______________________
NUEVO ENERGY COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
0067050910
(CUSIP Number)
_______________________
T. MICHAEL LONG
BROWN BROTHERS HARRIMAN & CO.
59 WALL STREET
NEW YORK, N.Y. 10005
TEL. NO.: (212) 493-8401
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
SEPTEMBER 11, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 0067050910 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Approximately 928,607 shares, including
REPORTING Preferred Stock convertible into approximately
PERSON 913,442 shares
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Approximately 928,607 shares, including
Preferred Stock convertible into approximately
913,442 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 928,607 shares, including Preferred Stock
convertible into approximately 913,442 shares
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 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 0067050910 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Approximately 928,607 shares, including
REPORTING Preferred Stock convertible into approximately
PERSON 913,442 shares
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Approximately 928,607 shares, including
Preferred Stock convertible into approximately
913,442 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 928,607 shares, including Preferred Stock
convertible into approximately 913,442 shares
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 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 0067050910 Page 4 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Approximately 928,607 shares, including
REPORTING Preferred Stock convertible into approximately
PERSON 913,442 shares
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Approximately 928,607 shares, including
Preferred Stock convertible into approximately
913,442 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 928,607 shares, including Preferred Stock
convertible into approximately 913,442 shares
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 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 0067050910 Page 5 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Approximately 928,607 shares, including
REPORTING Preferred Stock convertible into approximately
PERSON 913,442 shares
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Approximately 928,607 shares, including
Preferred Stock convertible into approximately
913,442 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 928,607 shares, including Preferred Stock
convertible into approximately 913,442 shares
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 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 6 of 18 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
Item 1.SECURITY AND ISSUER.
This Amendment No. 2 amends and restates in its entirety the
Schedule 13D dated May 28, 1992, as amended by Amendment No. 1 ("Amendment No.
1") dated September 22, 1995 (together, the "Original Statement") (the Original
Statement, as amended and restated hereby, shall be known as the "Statement"),
with respect to the common stock, par value $.01 per share (the "Common
Stock"), of Nuevo Energy Company, a Delaware corporation (the "Company"), whose
principal executive office is located at 1331 Lamar, Suite 1650, Houston, TX
77010. Prior to the aggregate sales of the underlying Common Stock from
August 19, 1996 through September 11, 1996 as disclosed in Item 5 of this
Statement, the persons identified in Item 2 were deemed to be the beneficial
owners of 1,163,607 shares of Common Stock by virtue of their beneficial
ownership of (i) 45 shares of Common Stock and (ii) 12,619 shares of the
Company's 7% Cumulative Convertible Preferred Stock, par value $1.00 per share,
Series A ("Preferred Stock, Series A") and (iii) 2,500 shares of the Company's
7% Cumulative Convertible Stock, par value $1.00 per share, Series B
("Preferred Stock, Series B", together with Preferred Stock, Series A, the
"Preferred Stock"), entitling the holders thereof to convert such Preferred
Stock into 1,163,562 shares of Common Stock (subject to adjustment). Pursuant
to the Certificate of Designation (the "Certificate of Designation") relating
to the Preferred Stock (a copy of which was attached to the Original Statement
as Exhibit 2), the right of the holders of the Preferred Stock, Series B to
convert any such shares into the Common Stock is subject to the approval of the
holders of the Common Stock.
Item 2.IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by The 1818 Fund, L.P., a Delaware limited partnership (the "Fund"),
Brown Brothers Harriman & Co., a New York limited partnership and general
partner of the Fund ("BBH & Co."), T. Michael Long
<PAGE>
Page 7 of 18 Pages
("Long") and Lawrence C. Tucker ("Tucker") (the Fund, BBH & Co., Long and
Tucker are referred to collectively herein as the "Reporting Persons").
The Fund was formed to provide a vehicle for institutional and
substantial corporate investors to acquire significant equity interests in
medium-sized publicly owned United States corporations that could benefit from
the presence of a large, management supportive shareholder with a relatively
long-term investment goal. BBH & Co. is a private bank. Pursuant to a
resolution adopted by the partners of BBH & Co., BBH & Co. has designated and
appointed Long and Tucker, or either of them, the sole and exclusive partners
of BBH & Co. having voting power (including the power to vote or to direct the
voting) and investment power (including the power to dispose or to direct the
disposition) with respect to the shares of Preferred Stock and the shares of
Common Stock into which the Preferred Stock was convertible.
The address of the principal business and principal offices of the
Fund and BBH & Co. is 59 Wall Street, New York, New York 10005.
The business address of each of Long and Tucker is 59 Wall Street,
New York, New York 10005. The present principal occupation or employment of
each of Long and Tucker is as a general partner of BBH & Co. Long and Tucker
are citizens of the United States of America.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and the citizenship
of each general partner of BBH & Co. is set forth on Schedule I hereto and is
incorporated herein by reference.
(d) and (e). During the last five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
identified on Schedule I hereto, which is incorporated herein by reference, 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 and as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or
<PAGE>
Page 8 of 18 Pages
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.
Pursuant to the Stock Purchase Agreement (a copy of which was
attached to the Original Statement as Exhibit 1), dated as of May 28, 1992, by
and between the Company and the Fund (the "Stock Purchase Agreement"), the
Company issued, and the Fund acquired from the Company, 25,000 shares of
Preferred Stock, for an aggregate purchase price of $25,000,000 (the "Purchase
Price"), upon the terms and subject to the conditions set forth in the Stock
Purchase Agreement.
The funds used by the Fund to pay the Purchase Price were obtained
by the Fund from capital contributions made by its partners pursuant to pre-
existing capital commitments.
The Certificate of Designation provided that the Preferred Stock may
(in the case of Preferred Stock, Series B, after obtaining the approval
referred to in Item 1 of this Statement) be converted into a number of shares
of Common Stock equal to the product of the number of shares of Preferred Stock
being converted, multiplied by the quotient of (i) $1,000 divided by (ii) the
"Conversion Price" (as defined below). The initial Conversion Price of $13.00
was subject to anti-dilution adjustments described in the Certificate of
Designation. The Certificate of Designation also provided that during the
period from the seventh to the tenth anniversary of the date of issuance of the
shares of Preferred Stock, at the holders' option, all of such shares May be
exchanged for shares of Common Stock, having a value approximately equal to the
liquidation preference of the Preferred Stock plus all accrued and unpaid
dividends thereon, except that any shares of Common Stock to be exchanged will
in no event be valued at less than $10 per share, subject to anti-dilution
adjustments described in the Certificate of Designation.
<PAGE>
Page 9 of 18 Pages
Item 4.PURPOSE OF TRANSACTION.
The Fund has acquired the Preferred Stock for investment purposes.
The Stock Purchase Agreement, the Certificate of Designation and the
Registration Rights Agreement, dated as of May 28, 1992, between the Company
and the Fund (the "Registration Rights Agreement") (a copy of the Registration
Rights Agreement was attached to the Original Statement as Exhibit 3),
contained, among other things, certain provisions that relate to (i) possible
disposition of securities of the Company, (ii) possible changes in the present
Board of Directors of the Company, including any plans or proposals to change
the number of directors or to fill any existing vacancies on the Board.
The Reporting Persons May from time to time acquire additional
shares of Common Stock in the open market or in privately negotiated
transactions, subject to availability of Common Stock at prices deemed
favorable, the Company's business or financial condition and to other factors
and conditions the Reporting Persons deem appropriate. Alternatively, the
Reporting Persons May sell all or a portion of their shares of Common Stock in
the open market or in privately negotiated transactions subject to the terms of
the Stock Purchase Agreement and to the factors and conditions referred to
above.
Upon the aggregate sales of the underlying Common Stock by the Fund
as disclosed in Item 5 of this Statement, it ceased to own five percent (5%) of
the shares of Common Stock outstanding.
Other than as described in the Stock Purchase Agreement, the
Certificate of Designation or the Registration Rights Agreement, no Reporting
Person has any present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill
<PAGE>
Page 10 of 18 Pages
any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
changes in the Company's business or corporate structure; (g) changes in the
Company's charter, bylaws or instruments corresponding thereto or other
actions that May impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Item 5.INTEREST IN SECURITIES OF THE ISSUER.
(a) through (c). As set forth above, on May 28, 1992, the Company
issued to the Fund and the Fund acquired from the Company 25,000 shares of
Preferred Stock.
Giving effect to the conversion of the Preferred Stock, the Fund
beneficially owned on such date approximately 1,923,077 shares of Common Stock,
representing approximately 18.1% of the then outstanding shares of Common Stock
(assuming the obtaining of the approval referred to in Item 1 of this Statement
and the conversion of the Preferred Stock and based on the number of shares of
Common Stock outstanding as of May 28, 1992 as represented by the Company).
On September 21, 1995, the Fund converted 9,881 shares of Preferred
Stock, Series A into 760,444 shares of Common Stock. On September 22, 1995,
the Fund sold 760,399 of such shares of Common Stock to the underwriter in
connection with the closing of a registered underwritten public offering of
such shares (Registration No. 33-96342) and retained the remaining 45 shares of
Common Stock. Such conversion was effected at a Conversion Price of $12.993724
per share, which represents a reduction from the initial Conversion Price of
$13.00 set forth in Item 3. The reduction in the Conversion Price resulted
from certain antidilution adjustments that are required by the Certificate of
Designation.
<PAGE>
Page 11 of 18 Pages
As of September 22, 1995, the Fund held 15,119 shares of Preferred
Stock and 45 shares of Common Stock. Giving effect to the conversion of such
shares of Preferred Stock at the adjusted Conversion Price, the Fund
beneficially owned on such date 1,163,607 shares of Common Stock, representing
approximately 9.0% of the outstanding shares of Common Stock (assuming the
conversion of the Preferred Stock and based on the number of shares of Common
Stock outstanding as of September 12, 1995 as represented by the Company).
By virtue of BBH & Co.'s relationship with the Fund, BBH & Co. may
be deemed to have beneficially owned, as of September 22, 1995, 1,163,607
shares of Common Stock (consisting of 1,163,562 shares of Common Stock issuable
upon the conversion of the Preferred Stock and 45 shares of Common Stock),
which represented approximately 9.0% of the outstanding shares of Common Stock
(assuming conversion of the Preferred Stock and based on the number of shares
of Common Stock outstanding as of September 12, 1995 as represented by the
Company). By virtue of the resolution adopted by BBH & Co. designating Long
and Tucker, or either of them, as the sole and exclusive partners of BBH & Co.
having voting power (including the power to vote or to direct the voting) and
investment power (including the power to dispose or to direct the disposition)
with respect to the Common Stock, Preferred Stock and the shares of Common
Stock issuable upon conversion of the Preferred Stock, each of Long and Tucker
may be deemed to have beneficially owned as of September 22, 1995, 1,163,607
shares of Common Stock (consisting of 1,163,562 shares of Common Stock issuable
upon the conversion of the Preferred Stock and 45 shares of Common Stock),
which represented approximately 9.0% of the outstanding shares of Common Stock
as of September 22, 1995 (based on the number of shares of Common Stock
outstanding as of September 12, 1995 as represented by the Company).
As of the date immediately preceding August 19, 1996, giving effect
to the conversion of all Preferred Stock, the Fund beneficially owned 1,163,607
shares of Common Stock, representing approximately 6.0% of the Common Stock
(based on the number of shares of Common Stock outstanding as of August 8,
1996, as reported in the Company's most recent Form 10-Q).
<PAGE>
Page 12 of 18 Pages
During the period from August 19, 1996 to September 11, 1996, the
Fund sold 235,000 shares of the underlying Common Stock according to the
following schedule of sales:
Settlement Shares Gross
Date Sold Price
08/19/96 15,000 35.5000
08/20/96 50,000 36.1000
08/22/96 50,000 36.1000
08/23/96 20,000 36.8125
08/26/96 10,000 37.2500
08/27/96 15,000 38.0000
09/04/96 10,000 37.5000
09/06/96 20,000 38.5000
09/09/96 5,000 38.6250
09/10/96 15,000 39.2920
09/11/96 25,000 40.7000
As of September 11, 1996, based upon the number of shares
outstanding as of August 8, 1996, as reported in the Company's most recent Form
10-Q, none of BBH & Co., Long nor Tucker beneficially owns in excess of five
percent of the Common Stock.
Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified on Schedule I,
beneficially owned any shares of Common Stock or had effected any transaction
in shares of Common Stock during the preceding 60 days.
(d). To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned thereby.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Company has entered into the Registration Rights Agreement with
the Fund, on the terms and conditions set forth therein, giving the Fund, among
other things, the right, on the terms and conditions set forth therein, to
require the Company to register for sale to the public
<PAGE>
Page 12 of 18 Pages
the shares of Preferred Stock and the Common Stock acquired by the Fund upon
conversion or exchange of the Preferred Stock.
Pursuant to the Stock Purchase Agreement, the Company has agreed to
hold a special meeting of the holders of the Common Stock to obtain the
approval referred to in Item 1 of this Statement by September 25, 1992, and has
agreed to use its reasonable best efforts to obtain such approval. Pursuant to
the Stock Purchase Agreement, the Fund has agreed that, if by such date it is
able to vote its shares of Preferred Stock, it will vote such shares in the
same proportion as the votes cast by the stockholders of the Company in respect
of such matter. Pursuant to the Stock Purchase Agreement, if such approval is
not obtained by such date, the Company has agreed to repurchase, upon election
made by the Fund no later than December 24, 1992, all shares of Preferred
Stock, Series B, at a price equal to its liquidation preference, together with
accrued and unpaid dividends to the date of such repurchase. Such approval was
obtained at a special meeting of the holders of the Common Stock.
Except as described elsewhere in this Statement and as set forth in
the Stock Purchase Agreement, the Certificate of Designation and the
Registration Rights Agreement, (copies of which were attached to the Original
Statement as Exhibits 1, 2 and 3, respectively and incorporated herein by
reference), to the best knowledge of the Reporting Persons, there exist no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Company, including but not limited to transfer
or voting of any securities of the Company, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
<PAGE>
Page 14 of 18 Pages
Item 7.MATERIAL TO BE FILED AS EXHIBITS.
*/1. Stock Purchase Agreement, dated as of May 28, 1992, by and
between the Company and the Fund.
*/2. Certificate of Designation relating to the Preferred Stock,
as filed with the Secretary of State of the State of Delaware on May 28, 1992.
*/3. Registration Rights Agreement, dated as of May 28, 1992,
between the Company and the Fund.
- -------------------------------
*1/ Filed with the Original Statement.
<PAGE>
Page 15 of 18 Pages
SIGNATURES
After reasonable inquiry and to the best of its or his
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: September 16, 1996
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /S/ LAWRENCE C. TUCKER
-------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
Name: T. Michael Long
Title: Partner
/S/ T. MICHAEL LONG
-------------------------------
T. Michael Long
/S/ LAWRENCE C. TUCKER
-------------------------------
Lawrence C. Tucker
<PAGE>
Page 16 of 18 Pages
SCHEDULE I
Set forth below are the names and positions of all of the general
partners of BBH & Co. The principal occupation or employment of each
person listed below is private banker, and, unless otherwise indicated,
the business address of each person is 59 Wall Street, New York, New
York 10005. Unless otherwise indicated, each person listed below is a
citizen of the United States of America.
Business Address
(if other than as
NAME INDICATED ABOVE)
Peter B. Bartlett
Brian A. Berris
Walter H. Brown
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
Elbridge T. Gerry, Jr.
Kyosuko Kashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Noah T. Herndon
Landon Hilliard
Radford W. Klotz, Jr.
Michael Kraynak, Jr.
T. Michael Long
Hampton S. Lynch, Jr.
<PAGE>
Page 17 of 18 Pages
Business Address
(if other than as
NAME INDICATED ABOVE)
Michael W. McConnell
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
A. Heaton Robertson 40 Water Street
Boston, Massachusetts 02109
Jeffrey A. Schoenfeld
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Lawrence C. Tucker
Maarten van Hengel
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania 19102
Laurence F. Whittemore
Richard H. Witmer, Jr.
