<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Escalon Medical Corp.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
296074305
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(CUSIP Number)
John T. Rich, Vice President of Finance, EOI Corp.
351 East Conestoga Road, Wayne, PA (610) 688-6830
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 1998
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(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 1 of 12 Pages
SEC 1746(12-91)
<PAGE> 2
SCHEDULE 13D
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CUSIP No. 296074305 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EOI Corp. (Formerly known as Escalon Ophthalmics, Inc.)
I.R.S. Identification No. 23-2488490
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
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(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
964,615
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 964,615
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,615
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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BACKGROUND OF THIS STATEMENT
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CUSIP No. 296074305 Page 3 of 12 Pages
This Amendment No. 2 to Schedule 13D relates to the ownership by EOI
Corp. (the "Reporting Person"), a Pennsylvania corporation, of 964,615 shares
(the "Shares") of Common Stock, no par value, of Escalon Medical Corp. (the
"Issuer"), a California corporation. The Reporting Person was formerly known
as Escalon Ophthalmics, Inc., and the Issuer was formerly known as Intelligent
Surgical Lasers, Inc. In November 1997, the Issuer effected a one-for-four
reverse stock split (the "Reverse Split"), as a result of which each
shareholder became the holder of one share of the Issuer's Common Stock for
every four shares owned before the Reverse Split. References in this Amendment
No. 2 to shares of Common Stock of the Issuer have been adjusted to reflect the
Reverse Split.
On October 2, 1995, the Board of Directors of the Reporting Person
adopted a Plan of Reorganization, Complete Liquidation and Dissolution (the
"Plan of Liquidation") providing that: (i) the Reporting Person would transfer
substantially all of its assets and certain of its liabilities to the Issuer in
exchange for shares of the Issuer's Common Stock (the "Asset Acquisition"),
which occurred on February 12, 1996; (ii) after the closing of the Asset
Acquisition, the Reporting Person would continue in existence for the sole
purpose of winding up its affairs, and that it would not thereafter engage in
any business activities other than activities related to the implementation of
the Plan of Liquidation; (iii) the Reporting Person would take all necessary
action to settle and discharge, or otherwise provide for, all of its remaining
liabilities, primarily through the delivery of shares of the Issuer's Common
Stock received in the Asset Acquisition and/or through the sale of any or all
of such shares and the application of the proceeds of the sale of such shares
to the payment of the Reporting Person's remaining liabilities; (iv) upon the
settlement and discharge of, or other provision for, all of the Reporting
Person's liabilities, the Reporting Person would transfer all of its remaining
assets, including the transfer in kind of any Shares then owned by the
Reporting Person, to its shareholders in accordance with their respective
rights and interests (less any assets retained as reasonable provisions to meet
claims, including unasserted, contingent, conditional or unmatured liabilities
or expenses, and specifically set aside for such purpose); and (v) the
Reporting Person would thereafter dissolve as a corporate entity.
The Plan of Liquidation was approved by the Reporting Person's
shareholders on January 19, 1996. Thereafter, on February 12, 1996, the
Reporting Person transferred substantially all of its assets and certain of its
liabilities to the Issuer in exchange for shares of the Issuer's Common Stock
in the Asset Acquisition. The Reporting Person has not conducted any business
operations since the Asset Acquisition was consummated.
In furtherance of the Plan of Liquidation and in order to permit the
Reporting Person to discharge its most significant remaining liability, in
January 1998, the Reporting Person commenced an offer (the "Exchange Offer") to
the holders of its 10% Convertible Subordinated Notes due October 31, 2000 (the
"Notes") to exchange shares of common stock of the Reporting Person for the
Notes. The Exchange Offer was completed on April 13, 1998, and, pursuant to
the Exchange Offer, the Reporting Person transferred 7,997,696 shares of the
Reporting Person's Common Stock to the holders of the Notes in complete
cancellation and discharge thereof.
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CUSIP No. 296074305 Page 4 of 12 Pages
On May 8, 1998, the Reporting Person settled two outstanding
liabilities by transferring to holders of those liabilities an aggregate of
139,870 shares of the Issuer's Common Stock in full payment and discharge
thereof. The Reporting Person has currently outstanding liabilities in the
amount of approximately $97,600 for legal, accounting and other expenses
relating to the implementation of the Plan of Liquidation and the dissolution
of the Reporting Person, including expenses relating to the sale of Shares of
the Reporting Person. The Reporting Person anticipates that it will incur
additional expenses of this nature. The Reporting Person intends to complete
the Plan of Liquidation promptly by (i) either transferring a portion of the
Shares to its creditors and/or selling a portion of the Shares in market
transactions to raise sufficient cash to satisfy its remaining liabilities and
(ii) upon the discharge of its remaining liabilities, distributing any
remaining Shares to its shareholders in final liquidation of its assets.
ITEM 1. SECURITY AND ISSUER.
Item 1 is supplemented and restated in its entirety as follows:
This statement relates to the common stock, no par value, of the
Issuer, Escalon Medical Corp. The principal executive offices of the Issuer
are located at 351 East Conestoga Road, Wayne, Pennsylvania 19087.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is restated in its entirety as follows:
The Reporting Person is a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania, the principal offices of which are
located at 351 East Conestoga Road Wayne, Pennsylvania 19087. Prior to the
Asset Acquisition, the Reporting Person's principal business was the
development, manufacturing and marketing of ophthalmic surgical products and
the development of novel drug delivery technology. Upon the consummation of
the Asset Acquisition, the Reporting Person has continued in existence for the
sole purpose of winding up its affairs and is not engaging in any business
activities other than the activities related to the implementation of its Plan
of Liquidation as described in Item 4 below.
Certain information concerning the directors, executive officers and
certain principal shareholders of the Reporting Person is set forth below:
Jay L. Federman, M.D., who is a director of the Issuer, is the
Chairman of the Board and a director of the Reporting Person. His address is
501 North Essex Avenue, Narberth, Pennsylvania 19072, and he is a United States
citizen. Dr. Federman is currently the Chief of the Division of Ophthalmology
at the Allegheny University Medical College of Pennsylvania and a Co-Director
of the Retina Service and Research Department of Wills Eye Hospital in
Philadelphia, Pennsylvania. Dr. Federman beneficially owns 891,684 shares, or
4.5%, of the Common Stock of the Reporting Person. Of these shares, 455,328
shares are owned by Dr. Federman individually, 324,428 shares are owned jointly
by Dr. Federman and his wife and 111,928 shares owned by a profit sharing plan
in which Dr. Federman is the beneficiary. This
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CUSIP No. 296074305 Page 5 of 12 Pages
total excludes 27,680 shares held by Dr. Federman's wife as custodian for their
minor daughter; Dr. Federman disclaims beneficial ownership of such excluded
shares.
Richard J. DePiano, a director and the Chairman of the Board and Chief
Executive Officer of the Issuer, is a director of the Reporting Person. Mr.
DePiano's address is c/o The Sandhurst Group, 351 East Conestoga Road, Wayne,
Pennsylvania 19087, and he is a United States citizen. Mr. DePiano is also the
Managing Partner of The Sandhurst Group, which operates a group of venture
capital funds. Mr. DePiano beneficially owns 183,524 shares, or less than 1%,
of the Common Stock of the Reporting Person. Of these shares, 96,414 shares
are owned by Mr. DePiano individually, and 87,110 shares are owned by a profit
sharing plan of which Mr. DePiano is trustee and beneficiary.
Jack M. Dodick, M.D., a director of the Issuer, is a director of the
Reporting Person. His address is 531 Park Avenue, New York, New York 10021,
and he is a United States citizen. Dr. Dodick is Chairman, Department of
Ophthalmology, Manhattan Eye, Ear and Throat Hospital in New York. Dr. Dodick
beneficially owns 948,439, or 4.8%, of the Common Stock of the Reporting
Person. Of these shares, 772,634 shares are owned by Dr. Dodick individually,
78,154 shares are owned by Dr. Dodick's wife, and 97,651 shares are owned by a
pension plan of which Dr. Dodick is trustee and beneficiary.
John T. Rich, who is Vice President of the Issuer, is the Secretary,
Treasurer and Vice President of Finance and Administration of the Reporting
Person. His address is 351 East Conestoga Road, Wayne, Pennsylvania 19087, and
he is a United States citizen. Mr. Rich beneficially owns 9,200 shares, or
less than 1%, of the Common Stock of the Reporting Person. Of these shares,
4,000 shares are owned by Mr. Rich and 5,200 shares are owned jointly by Mr.
Rich and his wife.
Sandhurst Venture Fund-I, L.P. ("Sandhurst") is a Pennsylvania limited
partnership whose address is 351 East Conestoga Road, Wayne, Pennsylvania
19087. Mr. DePiano and Dr. Federman are also directors, officers and principal
shareholders of Sandhurst's managing general partner. Sandhurst beneficially
owns 2,105,561, or 10.7%, of the Common Stock of the Reporting Person.
During the last five years, none of the foregoing persons has been
convicted in a criminal proceeding or was a party to any civil proceeding which
resulted in or made any of them subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented and restated in its entirety as follows:
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CUSIP No. 296074305 Page 6 of 12 Pages
TRANSACTIONS RELATED TO THE ASSET ACQUISITION
The Reporting Person acquired 1,180,192 shares of the Issuer's Common
Stock in connection with the Asset Acquisition. Concurrently with and as part
of the closing of the Asset Acquisition, the Reporting Person and Genentech,
Inc. ("Genentech") entered into a Termination and Settlement Agreement (the
"Settlement Agreement") dated as of February 12, 1996. Pursuant to the
Settlement Agreement, the Reporting Person transferred and caused to be
delivered by the Issuer to Genentech 60,000 shares of the Common Stock of the
Issuer in consideration of (i) the termination by the Reporting Person and
Genentech of a license agreement between the two parties, (ii) the
extinguishment of all right, title and interest of Genentech in $1,737,260
aggregate principal amount of the Reporting Person's convertible notes and
warrants exercisable for the purchase of 227,500 shares of common stock of the
Reporting Person, (iii) the grant of registration rights by the Issuer to
Genentech and (iv) the mutual release by Genentech of the Reporting Person and
the Issuer, and the releases by the Reporting Person and the Issuer,
respectively, of Genentech, with respect to certain obligations relating to,
among other things, the Acquisition Agreement, the aforementioned license
agreement, the notes and warrant, and other matters occurring or existing on or
prior February 12, 1996.
In addition, 530,096 Shares (the "Escrow Shares") were transferred to,
and are currently being held in, escrow (the "Escrow") pursuant to the terms of
the Escrow Agreement (the "Escrow Agreement") among the Issuer, the Reporting
Person and PNC Bank, National Association, as Escrow Agent, in order to assure
the Issuer that the Reporting Person will have assets available to satisfy
certain liabilities of the Reporting Person that were not being assumed by the
Issuer in the Asset Acquisition. These liabilities have now been satisfied,
and the Escrow Shares have been released from the Escrow.
Also, in connection with the Asset Acquisition, the Reporting Person
adopted the Plan of Liquidation. The Plan of Liquidation provides that (i)
upon the closing of the Asset Acquisition, the Reporting Person would continue
in existence for the sole purpose of winding up its affairs, and that it would
not thereafter engage in any business activities other than activities related
to the implementation of the Plan of Liquidation, (ii) the Reporting Person
would take all necessary action to settle and discharge, or otherwise provide
for, all of its remaining liabilities either through the delivery of Shares
and/or pursuant to the sale of any or all of such Shares and the application of
the proceeds of the sale of such Shares to the payment of the Reporting
Person's remaining liabilities, (iii) upon the settlement and discharge of, or
other provision for, all of the Reporting Person's liabilities, the Reporting
Person would transfer all of its remaining assets, including the transfer in
kind of any Shares then owned by the Reporting Person, to its shareholders in
accordance with their respective rights and interests (less any assets retained
as reasonable provisions to meet claims, including unasserted, contingent,
conditional or unmatured liabilities or expenses, and specifically set aside
for such purpose) and (iv) the Reporting Person would thereafter dissolve as a
corporate entity.
Pursuant to the Registration Rights Agreement dated as of February 12,
1996 between the Issuer and the Reporting Person (the "Registration Rights
Agreement"), the Reporting Person has also been granted certain demand and
piggyback registration rights. See "Subsequent
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CUSIP No. 296074305 Page 7 of 12 Pages
Developments" below for a description of certain registrations effected under
and modifications made to the Registration Rights Agreement
Upon the consummation of the Asset Acquisition, and as contemplated by
the Acquisition Agreement, three directors of the Issuer, Dieter Broska, Heinz
R. Gisel and Ann H. Lamont, resigned from the Board of Directors of the Issuer,
and four persons who were directors of the Reporting Person, Jay L. Federman,
Richard DePiano, Jack M. Dodick and Sterling C. Johnson, were elected to serve
as directors of the Issuer. Following the consummation of the Asset
Acquisition, the Issuer's Board of Directors consisted of Robert J. Kunze,
Anthony B. Evnin, Jay L. Federman, Richard J. DePiano, Jack M. Dodick and
Sterling C. Johnson. Mr. Kunze, Dr. Federman, Dr. Dodick and Mr. DePiano are
the current directors of the Issuer, and Mr. DePiano is the Chairman of the
Board and Chief Executive Officer of the Issuer. Dr. Federman, Dr. Dodick and
Mr. DePiano are also currently directors of the Reporting Person. There is no
continuing obligation under any contractual arrangements to cause such persons
to be nominated or elected as directors of the Issuer. The Reporting Person is
entitled to cumulate its votes in the election of directors under the
provisions of the California General Corporation Law. Inasmuch as the
Reporting Person owns approximately 34.9% of the outstanding shares of the
Issuer, such cumulative voting rights will permit the Reporting Person to elect
a certain number of nominees as directors of the Issuer. Also, its percentage
of ownership will permit the Reporting Person to cast a significant number of
votes with respect to other matters presented to the Issuer's shareholders for
their consideration and vote.
As reported above, three directors of the Reporting Person are also
directors of the Issuer, and one of the officers of the Reporting Person is an
officer of the Issuer. Such persons may take actions from time to time in
their respective capacities as officers and directors of the Issuer relating to
the management and control of the Issuer that differ from the current
intentions of the Reporting Person acting in its capacity as a shareholder of
the Issuer.
SUBSEQUENT DEVELOPMENTS
The Shares are the Reporting Person's only significant asset and are
the sole source of payment of its liabilities.
The Reporting Person currently has outstanding liabilities in the
amount of approximately $97,600 for legal, accounting and other expenses
relating to the implementation of the Plan of Liquidation and the dissolution
of the Reporting Person, including expenses relating to the sale of Shares by
the Reporting Person. The Reporting Person anticipates that it will incur
additional expenses of this nature prior to the completion of its liquidation
and dissolution.
COMPLETION OF THE EXCHANGE OFFER
On April 13, 1998, the Reporting Person completed the Exchange Offer,
pursuant to which the holders of the Notes received 2.566 shares of Common
Stock of the Reporting Person in exchange for each $1.00 in principal amount of
the Notes. As of that date, $3,116,810 in principal amount of Notes were
outstanding. A total of 7,997,696 shares of the Reporting Person's
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CUSIP No. 296074305 Page 8 of 12 Pages
Common Stock were transferred by the Reporting Person to the holders of the
Notes pursuant to the Exchange Offer in complete cancellation and discharge of
the Notes.
THE REGISTRATION RIGHTS AGREEMENT AND PROPOSED
TRANSFERS AND DISTRIBUTION OF THE REMAINING SHARES
In August 1996, pursuant to the Registration Rights Agreement, the
Issuer registered under the Securities Act of 1933 the offer and sale of up to
100,000 shares of the Issuer's Common Stock, 60,000 shares of which represented
shares of the Issuer's Common Stock acquired by Genentech in February 1996 and
40,000 shares owned by the Reporting Person so as to register for transfer to
permit the Reporting Person to discharge of certain of its liabilities. In
August 1996, the Reporting Person transferred 10,787 shares of the Issuer's
Common Stock to a creditor of the Reporting Person in discharge of certain
liabilities of the Reporting Person at the rate of $5.5624 per share. After
such transfer, 29,213 Shares remained available for transfer sale or under that
registration statement.
In December 1997, the Reporting Person agreed with the Issuer not to
exercise its demand registration rights under the Registration Rights Agreement
through February 15, 1998, but the Reporting Person retained its piggyback
registration rights. Pursuant to the exercise of Reporting Person's piggyback
registration rights, the Issuer has registered 1,080,192 Shares in a
registration statement under the Securities Act, which became effective on May
1, 1998.
The Reporting Person proposes to complete its liquidation promptly by
(i) either transferring a portion of the Shares to its creditors and/or selling
a portion of the Shares in market transactions to raise sufficient cash to pay
its remaining liabilities and the expenses of liquidation and (ii) upon the
discharge of all remaining liabilities and the payment of the expenses of
liquidation, distributing to the holders of the Reporting Person's Common Stock
the Shares that the Reporting Person continues to hold in final liquidation of
its assets.
OTHER INFORMATION UNDER THIS ITEM 4
As of the date of this Amendment No. 2, except as described in this
Item and Item 6 hereof, the Reporting Person does not have any plans or
proposals which relate to or would result in:
(a) the acquisition or disposition by any person of additional
securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
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CUSIP No. 296074305 Page 9 of 12 Pages
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Issuer 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.
Item 5 is supplemented and restated in its entirety as follows:
(a) The Reporting Person beneficially owns 964,615 Shares, or
approximately 34.9%, of the outstanding shares of Common Stock of the Issuer.
No other person named in Item 2 beneficially owns shares of Common Stock of the
Issuer other than Shares held by the Reporting Person.
(b) The Reporting Person has the sole power to vote or to direct
the vote, and sole power to dispose or direct the disposition, of the Shares.
(c) See Item 4 for a discussion of transactions in the Shares by
the Reporting Person since the initial filing of this Schedule 13D and certain
proposed transfers and distributions of the remaining Shares.
(d) The Reporting Person through its management and Board of
Directors has the sole right to receive and the power to direct the receipt of
dividends from, or the proceeds of the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person is a party to the following contracts,
arrangements, understandings or relationships with respect to the Shares
beneficially owned by the Reporting Person:
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CUSIP No. 296074305 Page 10 of 12 Pages
(a) As described in Item 3 and Item 4 of this Schedule 13D, the
Reporting Person acquired the Shares of the Issuer's Common Stock upon the
closing of the Asset Acquisition in February 1996, and concurrently
transferred shares of the Issuer's Common Stock to Genentech, in accordance
with the terms of the Acquisition Agreement and the Settlement Agreement. See
Item 4 for a description of the Settlement Agreement and the transactions and
other agreements related thereto.
(b) The Reporting Person has adopted the Plan of Liquidation. See
Item 4 for a description of the Plan of Liquidation.
(c) Upon the closing of the Asset Acquisition on February 12,
1996, the Reporting Person entered into the Registration Rights Agreement with
the Issuer, pursuant to which the Reporting Person is entitled to three demand
and unlimited piggyback registration rights. The Reporting Person is
responsible for all fees and expenses associated with the demand registration
rights. As disclosed in Item 4 above, in August 1996, pursuant to the
Registration Rights Agreement, the Issuer registered under the Securities Act
of 1933 the offer and sale of up to 100,000 shares of the Issuer's Common
Stock, 60,000 shares of which represented Shares of the Issuer's Common Stock
acquired by Genentech in February 1996 and 40,000 Shares of which were
available for sale or transfer by the Reporting Person in discharge of certain
of its liabilities. In December 1997, the Reporting Person agreed not to
exercise its demand registration rights under the Registration Rights Agreement
through February 15, 1998, but retained its piggyback registration rights.
Pursuant to Reporting Person's piggyback registration rights, the Issuer has
registered 1,080,192 Shares in a registration statement under the Securities
Act, which became effective on May 1, 1998.
(e) Pursuant to the Plan of Liquidation, the Reporting Person
intends to (i) either transfer a portion of the Shares to existing creditors
and/or sell Shares in market transactions in order to satisfy its remaining
liabilities and (ii) upon the discharge of all remaining liabilities and the
payment of the expenses of liquidation, distribute any remaining Shares to its
shareholders in final liquidation of its assets.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is supplemented and restated in its entirety as follows:
The following exhibits were previously filed with this Schedule 13D:
(a) Assets Sale and Purchase Agreement dated as of October 9, 1995
between the Issuer and the Reporting Person, and Amendment to the Assets Sale
and Purchase Agreement dated as of December 19, 1995 between the Issuer and the
Reporting Person.
(b) Registration Rights Agreement dated as of February 12, 1996
between the Reporting Person and the Issuer.
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CUSIP No. 296074305 Page 11 of 12 Pages
(c) Plan of Reorganization, Complete Liquidation and Dissolution
of the Reporting Person.
(d) Termination and Settlement Agreement dated as of February 12,
1996 between the Reporting Person and Genentech, Inc.
(e) Mutual Release dated as of February 12, 1996 between
Genentech, Inc. and the Reporting Person.
(f) Mutual Release dated as of February 12, 1996 between the
Issuer and Genentech, Inc.
(g) Letter Agreement dated December 31, 1997 between the Issuer
and the Reporting Person with respect to the Registration Rights Agreement.
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CUSIP No. 296074305 Page 12 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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EOI CORP.
Date: May 19, 1998 By: /s/ John T. Rich
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Title: Vice President of Finance
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