SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5 to
Schedule 13D)
Under the Securities Exchange Act of 1934
ION LASER TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 1998
(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(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Page 1 of 20
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons
................................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of
above persons
...................................
(2) Check the appropriate box if a (a) |X|
member of a group
(see instructions) (b) |_|
(3) SEC use only ......................
(4) Source of funds (see instructions). WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)................. |_|
(6) Citizenship or place of
organization....................... GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power.................. 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power................ None
(9) Sole dispositive power............. 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
Page 2 of 20
<PAGE>
(10) Shared dispositive power........... None
(11) Aggregate amount beneficially owned
by each reporting person........... 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)...................... |_|
(13) Percent of class represented by
amount in Row (11)................. 41.63%
(14) Type of reporting person (see
instructions)...................... CO
Page 3 of 20
<PAGE>
CUSIP NO. 461909 20 2
(1) Name of reporting persons
................................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of
above persons
...................................
(2) Check the appropriate box if a (a) |X|
member of a group
(see instructions) (b) |_|
(3) SEC use only ......................
(4) Source of funds (see instructions). Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)................. |_|
(6) Citizenship or place of
organization....................... GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power.................. None
(8) Shared voting power................ None
(9) Sole dispositive power............. None
(10) Shared dispositive power........... None
(11) Aggregate amount beneficially owned
by each reporting person........... 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
Page 4 of 20
<PAGE>
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)...................... |_|
(13) Percent of class represented by
amount in Row (11)................. 41.63%
(14) Type of reporting person (see
instructions)..................... 00 (Trust)
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 5 of 20
<PAGE>
CUSIP NO. 461909 20 2
(1) Name of reporting persons
................................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of
above persons
...................................
(2) Check the appropriate box if a (a) |X|
member of a group
(see instructions) (b) |_|
(3) SEC use only ......................
(4) Source of funds (see instructions). Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)................. |_|
(6) Citizenship or place of
organization....................... UNITED KINGDOM
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power.................. None
(8) Shared voting power................ None
(9) Sole dispositive power............. None
(10) Shared dispositive power........... None
(11) Aggregate amount beneficially owned
by each reporting person........... 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
Page 6 of 20
<PAGE>
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)...................... |_|
(13) Percent of class represented by
amount in Row (11)................. 41.63%
(14) Type of reporting person (see
instructions)...................... CO
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 7 of 20
<PAGE>
CUSIP NO. 461909 20 2
(1) Names of reporting persons
.................................... ANTHONY M. PILARO
S.S. or I.R.S. identification
Nos. of above persons
....................................
(2) Check the appropriate box (a) |X|
if a member of a group
(see instructions) (b) |_|
(3) SEC use only .......................
(4) Source of funds (see
instructions) ...................... Not Applicable
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e) ................. |_|
(6) Citizenship or place of
organization ....................... IRELAND
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power .................. None
(8) Shared voting power ................ None
(9) Sole dispositive power ............. None
(10) Shared dispositive power ........... None
(11) Aggregate amount beneficially owned
by each reporting person ........... 3,680,557 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
Page 8 of 20
<PAGE>
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) ...................... |_|
(13) Percent of class represented by
amount in Row (11) ................. 41.63%
(14) Type of reporting person
(see instructions) ................. IN
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 9 of 20
<PAGE>
ION LASER TECHNOLOGY, INC. SCHEDULE 13D
AMENDMENT NO. 5
NOTE: This Amendment No. 5 amends and restates a Statement on Schedule 13D filed
on April 11, 1996 by LCO Investments Limited, Richards S. Braddock and Lynn B.
Barney, as amended by an Amendment No. 1 filed on December 6, 1996, by an
Amendment No. 2 filed on May 23, 1997, by an Amendment No. 3 filed on September
24, 1997 and by an Amendment No. 4 filed on December 1, 1997. This Amendment No.
5 is filed on behalf of LCO Investments Limited ("LCO Investments"), The ERSE
Trust, CAP Advisers Limited and Anthony M. Pilaro.
This Amendment No. 5 is being filed to reflect (i) the acquisition
by LCO Investments of 1,860,465 shares of common stock, par value $0.001 per
share of Ion Laser Technology, Inc. ("Common Stock"), (ii) the deletion of
Richard S. Braddock and Richard Trefz as reporting persons within this group,
and (iii) the termination of a carried interest in favor of Richard S. Braddock.
The cover page for each of Mr. Braddock and Mr. Trefz has been deleted.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owners of any securities covered by this Statement.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.001 per
share ("Common Stock"), of Ion Laser Technology, Inc. (the "Company") which, to
the best knowledge of the persons filing this Statement, is a corporation
organized under the laws of Utah with principal executive offices at 3828 South
Main Street, Salt Lake City, Utah 84121.
Item 2. Identity and Background.
This Statement is filed by a group comprised of LCO Investments
Limited, The ERSE Trust, CAP Advisers Limited and Anthony M. Pilaro (each, a
"Reporting Person").
LCO Investments Limited
(a) A person included within the group filing this Statement is LCO
Investments Limited ("LCO Investments"). LCO Investments is wholly-owned and
Page 10 of 20
<PAGE>
controlled by The ERSE Trust. The sole trustee of The ERSE Trust is CAP Advisers
Limited (Dublin Branch). Information regarding The ERSE Trust and CAP Advisers
Limited is set forth below in this Item 2.
(b) The business address of LCO Investments is Canada Court, Upland
Road, St. Peter Port, Guernsey, Channel Islands. The name and business address
of each executive officer and director of LCO Investments is set forth on
Exhibit A and is incorporated by reference herein.
(c) The principal business of LCO Investments is to serve as an
investment holding company. The present principal occupation of each executive
officer and director of LCO Investments is set forth on Exhibit A and is
incorporated by reference herein.
(d) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
(f) LCO Investments is a corporation organized under the laws of
Guernsey, Channel Islands. The citizenship of each executive officer and
director of LCO Investments is set forth on Exhibit A and is incorporated by
reference herein.
CAP Advisers Limited
(a) A person included within this group is CAP Advisers Limited
("CAP Advisers") (Dublin Branch). CAP Advisers is the sole trustee of The ERSE
Trust, of which LCO Investments is a wholly-owned subsidiary.
(b) The business address of CAP Advisers (Dublin Branch) is 36
FitzWilliam Place, Dublin 2, Ireland. The name and business address of each
executive officer and director of CAP Advisers is set forth on Exhibit B and is
incorporated by reference herein.
(c) The principal business of CAP Advisers is to provide investment
advice. In addition, CAP Advisers (Dublin Branch) is the sole trustee of The
ERSE Trust. The present principal occupation of each executive officer and
director of CAP Advisers is set forth on Exhibit B and is incorporated by
reference herein.
Page 11 of 20
<PAGE>
(d) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
(f) CAP Advisers is a corporation organized under the laws of the
United Kingdom. The citizenship of each executive officer and director of CAP
Advisers is set forth on Exhibit A and is incorporated by reference herein.
The ERSE Trust
(a) A person included within this group is The ERSE Trust ("ERSE
Trust"). ERSE Trust is the 100% owner and controlling person of LCO Investments.
The sole trustee of ERSE Trust is CAP Advisers (Dublin Branch).
(b) The business address of ERSE Trust is c/o CAP Advisers (Dublin
Branch), 36 FitzWilliam Place, Dublin 2, Ireland. The name and business address
of the sole trustee of ERSE Trust is set forth on Exhibit C and is incorporated
by reference herein.
(c) The principal business of ERSE Trust is to serve as a private
trust to hold and invest funds for the benefit of certain related individuals
and charities. The present principal occupation of the sole trustee of ERSE
Trust is set forth on Exhibit C and is incorporated by reference herein.
(d) Neither ERSE Trust nor its trustee has, during the last five
years, been convicted in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) Neither ERSE Trust nor its trustee has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding it 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.
(f) ERSE Trust is a trust organized under the laws of Guernsey,
Channel Islands. The jurisdiction of organization of the sole trustee of ERSE
Trust is set forth on Exhibit C and is incorporated by reference herein.
Page 12 of 20
<PAGE>
Anthony M. Pilaro
(a) A person included within the group filing this Statement is Mr.
Anthony M. Pilaro ("Mr. Pilaro").
(b) The business address of Mr. Pilaro is c/o CAP Advisers Limited,
36 FitzWilliam Place, Dublin 2 Ireland.
(c) Mr. Pilaro's principal occupation is as a private investor and
as Chairman of CAP Advisers. He is also a Director of the Company.
(d) During the last five years, Mr. Pilaro has not been convicted in
any criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, Mr. Pilaro has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding he 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.
(f) Mr. Pilaro is a citizen of Ireland.
Item 3. Source and Amount of Funds or Other Consideration.
Using its own capital funds, LCO Investments purchased the following
shares of Common Stock on the following dates:
Date of Purchase Number of Shares Aggregate Price
- ---------------- ---------------- ---------------
March 5, 1996 10,000 $ 128,360
March 6, 1996 40,000 689,640
April 1, 1996 224,000 3,360,000
October 31, 1996 13,900 149,425
March 14, 1997 15,500 113,150
March 20, 1997 500 3,655
May 12, 1997 342,858 2,400,000
May 5, 1998 1,860,465 5,000,000
None of The ERSE Trust, CAP Advisers or Anthony M. Pilaro has purchased any
Common Stock.
Page 13 of 20
<PAGE>
Item 4. Purpose of Transactions
LCO Investments acquired voting control or dispositive power over
the shares of Common Stock included by it in this Statement for investment. ERSE
Trust, CAP Advisers and Mr. Pilaro are members of the group by attribution,
directly and indirectly, from LCO Investments. The inclusion of ERSE Trust, CAP
Advisers and Mr. Pilaro shall not be construed as an admission that such parties
are the beneficial owners of any securities covered by this Statement. The group
has no plan or proposal which relates to or would result in any of the actions
enumerated in Item 4 of Schedule 13D, except for the following:
(i) Mr. Pilaro and Brian Delaney have been appointed as
Directors of the Company pursuant to a right granted by the Company
to LCO Investments. Mr. Trefz is a Director of the Company. See Item
5(b).
(ii) Under a Purchase Agreement with the Company, dated
April 1, 1996 (the "1996 Purchase Agreement"), LCO Investments
acquired options to purchase 773,334 shares of Common Stock, which
options are exercisable at any time until the close of business on
March 31, 2006. Under a Purchase Agreement with the Company, dated
May 8, 1997 (the "1997 Purchase Agreement"), LCO Investments also
acquired options to purchase an additional 400,000 shares of Common
Stock, which options are exercisable at any time until the close of
business on May 1, 2007.
As described in Items 5 and 6 below, LCO Investments has the power to nominate
two persons for election as members of the Company's Board of Directors, so long
as it holds a requisite amount of the Company's Common Stock. By having the
right to nominate candidates for election to the Company's Board, and through
its ownership of approximately 33% of the Company's outstanding Common Stock,
LCO Investments may have the power to control the management, strategies and
conduct of the business and affairs of the Company. So long as he is a Director,
Mr. Pilaro may also have the power to exert such control. In addition to the
foregoing, the group or any of its members may acquire additional shares of
Common Stock or sell shares of Common Stock, from time to time, depending upon
price and market conditions, evaluations of alternative investments and other
factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, LCO Investments directly holds and
beneficially owns 3,680,557 shares of Common Stock, which constitutes 41.63% of
the 8,841,506 shares of Common Stock which are believed to be the total number
Page 14 of 20
<PAGE>
of shares of Common Stock outstanding on the date hereof (which includes
1,173,334 shares subject to purchase within 60 days upon the exercise by LCO
Investments of certain options). LCO Investments is the direct beneficial owner
of such shares. ERSE Trust (as the 100% owner of LCO Investments), CAP Advisers
(as the sole trustee of ERSE Trust), and Mr. Pilaro (as the Chairman of CAP
Advisers) are listed as beneficial owners of such shares for purposes of this
Item 5 but do not hold any shares or options directly. The inclusion of ERSE
Trust, CAP Advisers, and Mr. Pilaro, however, shall not be construed as an
admission that such parties are the beneficial owners of such shares. Pursuant
to the Trefz Consulting Agreement described in Item 6, Mr. Trefz had an option
to acquire 50,000 shares of Common Stock from CAP Advisers or an affiliate. This
option has been terminated by Mr. Trefz and CAP Advisers.
(b) Pursuant to an agreement dated May 4, 1998 between the Company
and LCO Investments (the "1998 Purchase Agreement"), LCO Investments has the
right to designate two Directors of the Company (each, an "LCO Director"). Mr.
Pilaro and Brian Delaney have been appointed as LCO Directors. The 1998 Purchase
Agreement provides that, in the event of the death, disability, legal
incapacity, resignation or removal of an LCO Director, LCO Investments shall
have the exclusive right to designate a successor nominee for election as a
Director, so long as LCO Investments, or an affiliate or person controlled by or
under common control with LCO Investments, is the beneficial owner of at least
5% of the Common Stock of the Company. In determining the beneficial ownership
of LCO Investments for such purpose, the shares of Common Stock issuable upon
the exercise of the options purchased by LCO Investments under the 1996 and 1997
Purchase Agreements shall be deemed to be issued and outstanding.
Except as described above in this Item 5, no member of the group has
delegated to any other member of the group voting or dispositive power over
shares of the Company's Common Stock.
The voting and dispositive power of each person listed in Item 5(a)
is set forth in the following table. CAP Advisers (Dublin Branch) is the sole
trustee of ERSE Trust, which wholly-owns LCO Investments. Mr. Pilaro is the
Chairman of CAP Advisers. CAP Advisers, ERSE Trust and Mr. Pilaro are listed
because of such relationships, although neither CAP Advisers, ERSE Trust nor Mr.
Pilaro has a contractual or legal right to vote or dispose of any shares of
Common Stock listed below. The inclusion of CAP Advisers, ERSE Trust and Mr.
Pilaro should not be construed as an admission that any of such parties is, for
the purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Statement.
Page 15 of 20
<PAGE>
Sole Shared Sole Shared
Name Vote Vote Disposition Disposition
---- ---- ----- ----------- -----------
LCO Investments 3,680,557 0 3,680,557 0
CAP Advisers 3,680,557 0 3,680,557 0
ERSE Trust 3,680,557 0 3,680,557 0
Anthony M. Pilaro 3,680,557 0 3,680,557 0
The 3,680,557 shares of Common Stock listed in the above table for which LCO
Investments, CAP Advisers, ERSE Trust and Anthony M. Pilaro have sole voting
power and sole dispositive power includes 1,173,334 shares subject to purchase
within 60 days upon the exercise by LCO Investments of certain options.
(c) On May 5, 1998 LCO Investments acquired 1,860,465 shares of
Common Stock for an aggregate purchase price of $5,000,000 or $2.6875 per share.
These shares of Common Stock were acquired from the Company pursuant to the 1998
Purchase Agreement.
(d) No person other than LCO Investments (and, by attribution, ERSE
Trust, CAP Advisers (Dublin Branch), and Mr. Pilaro) is known to have 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 and options acquired by LCO
Investments under the 1996 Purchase Agreement, the 1997 Purchase Agreement or
the 1998 Purchase Agreement, and through open market and other purchases, except
as described in Item 6 below.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except for the information set forth in Items 3, 4 and 5 of this
Statement and as described below in this Item 6, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or
among the persons named in Item 2 above or between such persons and any other
person, with respect to the securities of the Company.
As previously reported in Amendment No. 1 to this Schedule 13D, LCO
Investments granted a carried interest to Richard S. Braddock. This carried
interest has been terminated. On November 25, 1997, Mr. Trefz and CAP Advisers
agreed upon the fundamental terms of an agreement (the "Trefz Consultancy
Agreement"). Pursuant to the Trefz Consultancy Agreement CAP Advisers granted
Mr. Trefz an option to purchase 50,000 shares of Common Stock from CAP Advisers
or its affiliates at $4.00 per share. This option has been terminated by Mr.
Trefz and CAP Advisers.
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<PAGE>
LCO Investments presently anticipates, subject to certain conditions and
provisions not all of which have been determined, that it will grant carried
interests to certain employees, directors or consultants to the Company (any
person or entity to whom such a carried interest is granted being referred to
herein as a "Carried Interest Holder").
If granted, it is anticipated that the carried interest (the "LCO
Carried Interest") to be granted by LCO Investments will entitle each Carried
Interest Holder to a percentage of any appreciation in value above $4.75 per
share that is realized by LCO Investments on the 3,680,557 shares of Common
Stock owned by it on May 5, 1998 (including the 1,173,334 shares subject to
purchase upon the exercise of certain options). The percentages of such
appreciation to which each individual Carried Interest Holder will be entitled
is still being negotiated. However, the aggregate percentage of such
appreciation to which all Carried Interest Holders will be entitled is 20%.
Item 7. Material to be Filed as Exhibits.
Exhibit A, previously filed, contains the name, citizenship, office,
business address and present principal occupation of each executive officer and
director of LCO Investments.
Exhibit B, previously filed, contains the name, citizenship, office,
business address and present principal occupation of each executive officer and
director of CAP Advisers.
Exhibit C, previously filed, contains the name, jurisdiction of
organization, business address and present principal occupation of each trustee
of ERSE Trust.
Exhibit D, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock and Mr. Barney (the "Initial Joint Filing Agreement")
and is deleted.
Exhibit E, previously filed, are the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto and to sign
the Initial Joint Filing Agreement on behalf of LCO Investments.
Exhibit F, previously filed, is the 1996 Purchase Agreement
described in Item 4 above.
Exhibit G, previously deleted.
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<PAGE>
Exhibit H, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock, Mr. Barney and Mr. Hofmeister (the "Amendment No. 1
Joint Filing Agreement") and is deleted.
Exhibit I, previously filed, is the Authorizing Agreement
authorizing Craigh Leonard as Attorney-in-Fact to sign the Amendment No. 1 Joint
Filing Agreement on behalf of LCO Investments.
Exhibit J, previously filed, is the Consultancy Agreement with
Andrew Hofmeister and is deleted.
Exhibit K, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock, Mr. Barney and Mr. Hofmeister (the "Amendment No. 2
Joint Filing Agreement") and is deleted.
Exhibit L, previously filed,, is the Authorizing Agreement
authorizing Craigh Leonard as Attorney-in-Fact to sign the Amendment No. 2 Joint
Filing Agreement on behalf of LCO Investments and is deleted.
Exhibit M, previously filed, is the 1997 Purchase Agreement
described in Item 4 above.
Exhibit N, previously filed, are the Powers of Attorney of ERSE
Trust, CAP Advisers and Anthony M. Pilaro, respectively, authorizing Craigh
Leonard, as Attorney-in-Fact, to sign such Schedule 13D and all amendments
thereto on behalf of such parties.
Exhibit O, previously filed, is the Authorizing Agreement
authorizing Craigh Leonard, as Attorney-in-Fact, to sign all joint filing
agreements in connection with Amendment No. 3 to Schedule 13D and any subsequent
amendments to such Schedule on behalf of each of LCO Investments, ERSE Trust,
CAP Advisers and Anthony M. Pilaro.
Exhibit P, previously filed, is a Joint Filing Agreement among LCO
Investments, ERSE Trust, CAP Advisers, Richard S. Braddock, Lynn B. Barney and
Anthony M. Pilaro and is deleted.
Exhibit Q, previously filed, is a Joint Filing Agreement among LCO
Investments, ERSE Trust, CAP Advisers Limited, Anthony M. Pilaro, Richard S.
Braddock and Richard Trefz and is deleted.
Exhibit S, which appears on page 20 of this Amendment No. 5 to
Schedule 13D, is a Joint Filing Agreement among LCO Investments, ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro.
Exhibit T, the 1998 Purchase Agreement described in Item 5 hereof is
incorporated by reference from LCO Investments' Form 8-K dated May 4, 1998,
filed on May 6, 1998.
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<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: May 8, 1998
LCO INVESTMENTS LIMITED
By /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
--------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
Page 19 of 20
<PAGE>
EXHIBIT S
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED, THE ERSE TRUST,
CAP ADVISERS LIMITED and ANTHONY M. PILARO
AGREEMENT, dated as of May 8, 1998, among LCO Investments Limited,
The ERSE Trust, CAP Advisers Limited and Anthony M. Pilaro.
W I T N E S S E T H:
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and
Exchange Act of 1934 (the "Act"), only one Statement and any amendments thereto
need be filed whenever two or more persons are required to file such a Statement
or any amendments thereto pursuant to Section 13(d) of the Act with respect to
the same securities, provided that said persons agree in writing that such
Statement or any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
LCO Investments Limited, The ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro do hereby agree, in accordance with Rule 13d-1(f) under the
Act, to file an Amendment No. 5 to Schedule 13D relating to their ownership of
the Common Stock of Ion Laser Technology, Inc., and do hereby further agree that
said Amendment shall be filed on behalf of each of them.
LCO INVESTMENTS LIMITED
By /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By /s/ Craigh Leonard
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Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By /s/ Craigh Leonard
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Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
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Anthony M. Pilaro, by
Craigh Leonard, Attorney-in-Fact
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