UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CAPMAC HOLDINGS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
140649104
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(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 26, 1997
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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 |X|.
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 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 2 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Holding Inc.
I.R.S. No. 13-3634771
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,995,186
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,995,186
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 1,995,186
shares attributed to it through its
ownership of Dillon, Read Inc.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON*
HC
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*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 2 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 3 of 102 Pages
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- ---------------------------------- ----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Inc.
I.R.S. No. 13-3404336
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,995,186
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,995,186
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 1,995,186 shares
attributed to it through its ownership of Dillon, Read and Co. Inc..
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON*
HC
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*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 3 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 4 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read & Co. Inc.
I.R.S. No. 13-1939216
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX 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
Connecticut
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7 SOLE VOTING POWER
NUMBER OF 4,456
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,990,730
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,456
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,990,730
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 1,995,186 shares held for managed
accounts and the reporting person disclaims beneficial ownership of
1,990,730 shares.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON*
BD
- -------------------------------------------------------------------------------
*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 4 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 5 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners II, L.P.
I.R.S. No. 13-3421365
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 27,326
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
27,326
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,326
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*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 5 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 6 of 102 Pages
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- ---------------------------------- ----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners Japan Limited
I.R.S. No. 22-3012759
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 6,834
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,834
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,834
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
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14 TYPE OF REPORTING PERSON*
CO
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*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 6 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 7 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners IV, L.P.
I.R.S. No. 13-3665818
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,842
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,842
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,842
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*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 7 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 8 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saratoga Partners II, L.P.
I.R.S. No. 13-3432012
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,673,422
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,673,422
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,673,422
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*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 8 of 102 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 140649104 Page 9 of 102 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saratoga Partners II, C.V.
I.R.S. No.: N/A
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 138,084
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
138,084
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,084
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*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 9 of 102 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
CapMAC Holdings, Inc. (the "Company"), whose principal executive offices are
located at 885 Third Avenue, New York, New York 10022.
Item 2. Identity and Background
This statement is filed by each of the following persons: (i)
Dillon, Read Holding Inc. ("DR Holding"); (ii) Dillon, Read Inc. ("DRI"); (iii)
Dillon, Read & Co. Inc. ("Dillon Read"); (iv) Concord Partners II, L.P.
("Concord II"); (v) Concord Partners Japan Limited ("Concord Japan"); (vi)
Lexington Partners IV, L.P. ("Lexington IV"); (vii) Saratoga Partners II, L.P.
("Saratoga II"); and (viii) Saratoga Partners II, C.V. ("Saratoga CV"), which
are sometimes referred to collectively herein as the "Reporting Persons."
Concord, Concord Japan, Lexington III, Lexington IV, Saratoga II and Saratoga
CV are sometimes referred to collectively herein as the "Funds."
DR Holding is a corporation organized under the laws of the State of
Delaware, whose principal office and business address is c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The principal
business of DR Holding is the ownership of all of the outstanding shares of
common stock of DRI.
DRI, a wholly owned subsidiary of DR Holding, is a corporation
organized under the laws of the State of Delaware, whose principal office and
business address is c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. Dillon Read, a wholly owned subsidiary of DRI, is a
corporation organized under the laws of the State of Connecticut, whose
principal office and business address is 535 Madison Avenue, New York, New York
10022. The principal business of DRI is the ownership of all of the outstanding
shares of common stock of Dillon Read, whose principal business is investment
banking and securities brokerage and trading.
Concord II, a limited partnership organized under the laws of the
State of Delaware, has its principal office and business address at 535 Madison
Avenue, New York, New York 10022. The principal business of Concord II is
investing in venture capital transactions.
Concord Japan is a corporation organized under the laws of the
Bahamas, whose principal office and business address is c/o RoyWest Trust
Corporation (Bahamas) Limited, West Bay Street, Nassau, Bahamas. The principal
business of Concord Japan is investing in venture capital transactions.
<PAGE>
-2-
Lexington IV, a limited partnership organized on behalf of certain
officers of Dillon Read to invest in securities issued in transactions in which
Dillon Read is involved, was formed under the laws of the State of Delaware and
has its principal office and business address at 535 Madison Avenue, New York,
New York 10022.
Saratoga II, a limited partnership organized under the laws of the
State of Delaware, has its principal office and subiness address at 535 Madison
Avenue, New York, New York 10022. The principal business of Saratoga II is to
invest in securities involving corporate buyouts. Saratoga CV, a limited
partnership organized under the laws of the Netherlands Antilles, has its
principal office and business address at De Ruterkade 62, Curacao, Netherland
Antilles. The principal business of Saratoga CV is to invest in securities
involving corporate buyouts.
The partnership agreement with respect to Concord II provides that the
management, operation and investment policy (which includes the right to vote or
power to direct the disposition of securities) of the partnership shall be
vested exclusively in its general partner, which is Venture Associates II, L.P.
("Venture Associates II"). Venture Associates II is a limited partnership
organized for the purpose of being the general partner of Concord II. Pursuant
to the Concord II partnership agreement, Venture Associates II may delegate its
authority to manage Concord II to another party. Dillon Read has been appointed
manager of Concord II by Venture Associates II, and as such, has the power to
vote and the power to dispose of the securities reported in this Schedule 13D as
being owned by Concord II.
The partnership agreement with respect to Lexington IV provides that
the management, operation and investment policy (which includes the right to
vote and power to direct the disposition
<PAGE>
-3-
of securities) of Lexington IV shall be vested exclusively in its general
partner, which is DRMC Inc. DRMC Inc. is wholly owned by DRI, and as such, DRI
may have the power to vote and the power to dispose of the securities reported
in this Schedule 13D as being owned by Lexington IV.
Pursuant to a management agreement, Dillon Read has been appointed
manager of Concord Japan, and as such, has the power to vote and the power to
dispose of the securities reported in this Schedule 13D as being owned by
Concord Japan.
The partnership agreement with respect to Saratoga II provides that
the management, operation and investment policy (which includes the right to
vote or power to direct the disposition of securities) shall be vested
exclusively in its general partner, which is DR Associates II, L.P. ("DR
Associates II"). DR Associates II is a limited partnership organized for the
purpose of being the general partner of Saratoga II. Pursuant to the Saratoga II
partnership agreement, DR Associates II may delegate its authority to manage
Saratoga II to another party. Dillon Read has been appointed manager of Saratoga
II by DR Associates II, and as such, has the power to vote and the power to
dispose of the securities reported in this Schedule 13D as being owned by
Saratoga II.
The partnership agreement with respect to Saratoga CV provides that
the management, operation and investment policy (which includes the right to
vote or power to direct the disposition of securities) shall be vested
exclusively in its general partner, which is Selinus Corporation, N.V., a
Netherlands Antilles corporation ("Selinus"). Pursuant to the Saratoga CV
partnership agreement, Selinus shall have the sole authority to appoint an
advisor to advise Saratoga CV on investments of its assets. Dillon Read has been
appointed advisor to Saratoga CV, and as such, has the power to vote and the
power to dispose of the securities reported in this Schedule 13D as being owned
by Saratoga CV.
The names, addresses, citizenships and principal occupations or
employments of the respective directors and executive officers of DR Holding,
DRI and Dillon Read are set forth in Exhibits A, B and C, respectively, attached
hereto, which are incorporated herein by reference. The names, addresses,
citizenships and principal occupations or employments of the directors and
executive officers of Concord Japan are set forth in Exhibit D, attached hereto,
which is incorporated herein by reference.
Except as set forth in Exhibits A, B, C and D hereto and in the
following paragraph, none of the Reporting Persons, nor, to the best knowledge
of any of the Reporting Persons, any other person identified pursuant to this
Item 2, within the last five years was (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or a finding of any violations of such
laws.
On January 16, 1992, Dillon Read (along with 97 other securities
firms), without admitting or denying any findings, consented to the entry of an
Order in settlement of an SEC Administrative Proceeding (File No. 3-7646)
entitled In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings
that Dillon Read made and kept certain records that did not accurately reflect
Dillon Read's customers' orders for certain GSE securities in violation of
Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided
that Dillon Read shall cease and desist from any violation in the future, pay a
penalty of $100,000, and maintain policies and procedures reasonably designed to
ensure future compliance with the provisions of Section 17(a) and Rules 17a-3
and 17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
On June 25, 1992 Dillon Read, as agent, and the Funds invested in
shares of Common Stock of the Company, which shares subsequently split on a one
and one-half for one basis.
<PAGE>
-4-
With respect to the investments made by each of the Funds in the
Company, Concord II, Concord Japan, Lexington IV, Saratoga II and Saratoga CV
purchased the shares of the Company purchased by it with partnership funds made
available to it pursuant to a capital call from its limited partners. Dillon
Read received 4,456 shares of Common Stock as a result of the distribution on
February 13, 1997 by Saratoga II to its partners (see Item 3 of this Schedule
13D.) As set forth under Items 5 and 6 below, 143,222 shares of Common Stock
(including 34,346 warrants) owned of record by Dillon Read (the "Agency Shares")
are held by it as agent for certain managing directors, former managing
directors, officers and former officers of Dillon Read listed on Exhibit E,
attached hereto and incorporated herein by reference, under powers of attorney
pursuant to which Dillon Read has been granted sole voting power and sole
investment power with respect to such securities. The source and the aggregate
amount of funds used to purchase the Common Stock by each of the persons listed
on Exhibit E hereto is set forth in Exhibit E hereto. The table below sets forth
the aggregate amount of funds used in making the purchases of the Common Stock
by each of the Funds and Dillon Read, as agent.
<PAGE>
-5-
<TABLE>
<CAPTION>
Common Stock
Originally Total Price of
Purchaser Purchased(1) Common Stock
- --------- ------------ --------------
<S> <C> <C>
Concord II 120,000 $1,600,000
Concord Japan 30,000 400,000
Lexington IV 1,500 20,000
Saratoga II 2,805,981 37,413,080
Saratoga CV 231,519 3,086,920
Dillon Read 150,825 2,011,000
</TABLE>
Item 4. Purpose of Transaction
All of the shares of Common Stock were acquired by the Reporting
Persons in transactions originally involving investments by the Reporting
Persons in the Company, as more fully described in Item 3 of this Schedule 13D.
The Funds acquired the Common Stock owned of record by them in the
ordinary course of their respective investment activities and as contemplated by
their organizational documents. Dillon Read acquired the 143,222 Agency Shares
owned of record by it pursuant to powers of attorney executed by the individuals
listed on Exhibit E hereto. Dillon Read acquired 4,456 shares of Common Stock as
a result of the distibution by Saratoga II to its partners, as described in Item
3 of this Schedule 13D..
By reason of Dillon Read's relationship with the Funds (see Item 2),
Dillon Read may be in a position to influence whether the Company engages in
certain corporate transactions, including those transactions enumerated under
paragraphs (a) through (j) of Item 4 of Schedule 13D.
- ----------
1 Reflects post-split Common Stock but does not include warrants.
<PAGE>
-6-
Except as described in this Statement, as of the date hereof, the
Reporting Persons have not formulated any specific 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; (c) a sale or transfer of a material amount
of assets of the Company; (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 management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter or bylaws
or other actions which 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) causing a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"); or (j) any action similar to any
of those enumerated above.
Item 5. Interests in Securities of the Issuer
(a) By reason of their relationship with Dillon Read (see Item 2), as
of February 26, 1997, DR Holding and DRI may be deemed pursuant to Rule 13d-3
under the Act ("Rule 13d-3") to beneficially own 1,995,186 shares of Common
Stock (including 760,542 warrants), representing 12.2% of the outstanding shares
of Common Stock reported by the Company to be outstanding at December 31, 1996
(the "Outstanding Shares"). DR Holding and DRI disclaim beneficial ownership of
all shares of Common Stock held by Dillon Read and the Funds.
By reason of Dillon Read's relationship with the Funds (see Item 2),
as of February 26, 1997, Dillon Read may be deemed pursuant to Rule 13d-3 to
beneficially own 1,995,186 shares of Common Stock (including 760,542 warrants,
143,222 Agency Shares held by Dillon Read as agent for the persons listed on
Exhibit E hereto and 4,456 shares of Common Stock held in its own name),
representing 12.2% of the Outstanding Shares.
<PAGE>
-7-
As of February 26, 1997, Concord II beneficially owns 27,326 shares of
Common Stock (issuable upon exercise of warrants), representing .2% of the
Outstanding Shares. Concord Japan beneficially owns 6,834 shares of Common Stock
(issuable upon exercise of warrants), representing .04% of the Outstanding
Shares. Lexington IV beneficially owns 1,842 shares of Common Stock (including
342 warrants), representing .01% of the Outstanding Shares. Saratoga II
beneficially owns 1,673,422 shares of Common Stock (including 638,973 warrants),
representing 10.2% of the Outstanding Shares. Saratoga CV beneficially owns
138,084 shares of Common Stock (including 52,721 warrants), representing .8% of
the Outstanding Shares.
In addition, as of February 26, 1997, DRI and the individuals named in
Exhibit E hereto may be deemed to beneficially own the 143,222 Agency Shares
(including 52,721 warrants), representing .9% of the Outstanding Shares;
however, pursuant to powers of attorney executed by each such individual in
favor of Dillon Read, Dillon Read has been granted sole voting power and sole
investment power with respect to the Agency Shares. Accordingly, each such
person disclaims beneficial ownership of the Agency Shares held by Dillon Read
for his economic benefit. The name of each such person and the number of Agency
Shares and other shares of Common Stock and the percentage of the Outstanding
Shares as to which each such person disclaims or affirms beneficial ownership
are set forth in Exhibit E hereto, which is incorporated herein by reference.
Pursuant to each partnership agreement, on February 13, 1997, each of
Saratoga II and Saratoga CV distributed an aggregate of 324,384 shares of Common
Stock and 26,752 shares of Common Stock, respectively, to its partners.
Except as set forth herein, to the best knowledge of the Reporting
Persons, none of the other persons identified in this filing currently owns, or
has any right to acquire, any shares of the Common Stock.
(b) As noted in Items 2 and 5(a), Dillon Read has the voting power
and investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by the Funds, and with respect to the
Agency Shares. By reason of their relationship with one another, Dillon Read,
DRI and DR Holding may be deemed to share voting and dispositive powers as to
all of the shares of Common Stock reported in Item 5(a) that Dillon Read may be
deemed to beneficially own; however, as noted above, DR Holding and DRI disclaim
beneficial ownership of such shares.
(c) On February 26, 1997, the Funds sold the following shares:
Net Price
Quantity Per Share
-------- ---------
Concord Partners II, L.P. 29,441 32.75
Concord Partners Japan Limited 7,361 32.75
(d) To the best knowledge of the Reporting Persons, no person other
than those identified in this Schedule has the right to receive or the power to
direct the receipt of
<PAGE>
-8-
dividends from, or the proceeds from the sale of, the securities reported on
this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
Attached hereto and incorporated herein by reference is Exhibit H,
Form of Warrant Agreement, with respect to the warrants to purchase Common Stock
of the Company, issued to certain of the Reporting Persons.
Item 7. Material to be Filed as Exhibits
Exhibit A - Executive Officers and Directors of Dillon,
Read Holding Inc.
Exhibit B - Executive Officers and Directors of Dillon,
Read Inc.
Exhibit C - Executive Officers and Directors of Dillon,
Read & Co. Inc.
Exhibit D - Executive Officers and Directors of Concord
Partners Japan Limited.
Exhibit E - Ownership of Common Stock by Managing Direc-
tors, Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Exhibit F - Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit G - Form of Power of Attorney Executed by Persons
Listed in Exhibit E.
Exhibit H - Form of Warrant Agreement.
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
-------------------------
Chairman
<PAGE>
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
--------------------------
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
--------------------------
Attorney-in-Fact
<PAGE>
SARATOGA PARTNERS II, L.P.
By: DR Associates II, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Charles P. Durkin, Jr.
--------------------------
SARATOGA PARTNERS II, C.V.
By: Selinus Corporation, N.V.
its General Partner
By: /s/ Curacao Corporation Company N.V.
--------------------------------------
Name: Curacao Corporation Company N.V.
Title: Managing Director
Dated: March 31, 1997
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read &
Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: Jan Hessel Lindenbergh
RESIDENCE OR ING Bank
BUSINESS ADDRESS: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
PRINCIPAL OCCUPATION:
(a) Name: ING Bank
(b) Address: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
(c) Title: Director
CITIZENSHIP: HOLLAND
<PAGE>
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Barbara T. Alexander
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Sharyar Aziz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Tamara A. Baum
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James H. Brandi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William S. Brenizer
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James C. Brennan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John G. Brim
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Michael A. Cilia
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Frank V. Colombo
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Kenneth S. Crews
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: David M. Dickson, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Charles P. Durkin, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Blair W. Effron
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Raul P. Esquivel
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Thomas J. Hartfield
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Anthony B. Helfet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 555 California Street, Suite 4950
San Francisco, CA 94104
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 555 California Street, Suite 4950
San Francisco, CA 94104
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William O. Hiltz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert H. Hotz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: James W. Hunt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Peter H. Imhoff
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Yerger Johnstone
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
NAME: Craig A.T. Jones
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 260 Franklin Street - 15th Floor
Boston, MA 02110
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 260 Franklin Street - 15th Floor
Boston, MA 02110
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Patrick J. Landers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Bryan H. Lawrence
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: J. Richard Leaman, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R. Macek
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 120 Wall Street
New York, NY 10005
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 120 Wall Street
New York, NY 10005
(c) Title: Controller, Director and Managing
Director
CITIZENSHIP: USA
NAME: Daniel F. Marciano
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Cynthia R. Melcher
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Richard J. Milligan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert Moulton-Ely
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H. Mullin, III
RESIDENCE OR Ridgeway Farm Inc.
BUSINESS ADDRESS: Route 2
Box 380
Brookneal, VA 24528
PRINCIPAL OCCUPATION:
(a) Name: Ridgeway Farm Inc.
(b) Address: Route 2
Box 380
Brookneal, VA 24528
(c) Title: Shade Tree Farmer
CITIZENSHIP: USA
NAME: Christian L. Oberbeck
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Victor A. Pelson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Robert A. Pilkington
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Thomas L. Piper, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Jerome H. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William P. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Eric W. Roberts
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenneth M. Schmidt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: H.C. Bowen Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R.S. Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Danforth H. Starr
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Jason D. Sweet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: F. Davis Terry, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: France
NAME: Edward B. Whitney
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: John E. Wilson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Robert A. Young
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Simon A. Borrows
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Director
CITIZENSHIP: UK
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: James R.C. Lupton
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Executive Director
CITIZENSHIP: UK
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Michael D.G. Ross
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: UK
<PAGE>
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Heiichi Hamaoka
RESIDENCE OR Nissan Motor Co., Ltd.
BUSINESS ADDRESS: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nissan Motor Co., Ltd.
(b) Address: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
(c) Title: Managing Director,
Nissan Motor Co., Ltd.
CITIZENSHIP: Japan
NAME: Gentaro Kawase
RESIDENCE OR Nippon Life Insurance Company
BUSINESS ADDRESS: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Life Insurance Company
(b) Address: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
(c) Title: Chairman, Nippon Life Insurance
Company
CITIZENSHIP: Japan
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Takashi Imai
RESIDENCE OR Nippon Steel Corporation
BUSINESS ADDRESS: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Steel Corporation
(b) Address: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
(c) Title: Representative Director and Exec-
utive Vice President, Nippon
Steel Corporation
CITIZENSHIP: Japan
NAME: Yoh Kurosawa
RESIDENCE OR The Industrial Bank of Japan, Ltd.
BUSINESS ADDRESS: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: The Industrial Bank of Japan, Ltd.
(b) Address: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
(c) Title: President, The Industrial Bank of
Japan, Ltd.
CITIZENSHIP: Japan
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Tokyo, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Amerex S.A.
RESIDENCE OR Coutts & Company (Bahamas) Ltd.
BUSINESS ADDRESS: West Bay Street
Nassau, Bahamas
PRINCIPAL OCCUPATION:
(a) Name: Coutts & Company (Bahamas) Ltd.
(b) Address: West Bay Street
Nassau, Bahamas
(c) Title: Supervisor of Company Services and
Secretary of Coutts & Company
(Bahamas) Ltd.
CITIZENSHIP: Bahamas
<PAGE>
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Barbara T. Alexander
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,302 (includes 427 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: John P. Birkelund
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 17,624 (includes 5,124 warrants)
AMOUNT AND SOURCE
OF FUNDS: $166,625
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James H. Brandi
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,842 (includes 342 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: William S. Brenizer
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: John G. Brim
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,302 (includes 427 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Charles P. Durkin, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 13,812 (includes 2,562 warrants)
AMOUNT AND SOURCE
OF FUNDS: $150,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James L. Elrod, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 258 (includes 86 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
NAME: Peter M. Flanagan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 10,312 (includes 3,415 warrants)
AMOUNT AND SOURCE
OF FUNDS: $91,937.01
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,156 (includes 1,708 warrants)
AMOUNT AND SOURCE
OF FUNDS: $45,961.84
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Franklin W. Hobbs, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,906 (includes 1,281 warrants)
AMOUNT AND SOURCE
OF FUNDS: $75,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Robert H. Hotz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 516 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,598.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
NAME: Gregory P. Knapp
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Cynthia R. Melcher
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: David W. Niemiec
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,763 (includes 513 warrants)
AMOUNT AND SOURCE
OF FUNDS: $30,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Robert A. Pilkington
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,382 (includes 257 warrants)
AMOUNT AND SOURCE
OF FUNDS: $15,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .008%
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 22,099 (includes 6,831 warrants)
AMOUNT AND SOURCE
OF FUNDS: $203,522.44
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: Kenneth M. Schmidt
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Richard R.S. Smith
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Michael I. Somers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 645 (includes 120 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .004%
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: F. Davis Terry, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
NAME: Wayne Thornbrough
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,578 (includes 853 warrants)
AMOUNT AND SOURCE
OF FUNDS: $22,994.25
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,682 (includes 682 warrants)
AMOUNT AND SOURCE
OF FUNDS: $40,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Edward B. Whitney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,603 (includes 853 warrants)
AMOUNT AND SOURCE
OF FUNDS: $50,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Kazuo Yamada
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 155 (includes 51 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,386.32
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Charles A. Ballard
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
NAME: Richard C. Yancey(1)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 461 (includes 86 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
- ----------
1 In addition, Mr. Yancey owns 1,500 shares which he purchased in the open
market on January 31, 1997 and February 3, 1997 at a price of $34.125 per
share.
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Patrick S. Ciampi
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 104 (includes 35 warrants)
AMOUNT AND SOURCE
OF FUNDS: $919.77
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
NAME: Douglas A. Darby
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Glenn Hall
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
NAME: E. Terri Herman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 47 (includes 9 warrants)
AMOUNT AND SOURCE
OF FUNDS: $500
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .0003%
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Roger Jones
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 461 (includes 86 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
NAME: W. Howard Keenan, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Denise Kraft
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
NAME: James H. Laird
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,763 (includes 513 warrants)
AMOUNT AND SOURCE
OF FUNDS:
$30,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Nathan Leight
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
NAME: Richard H. Montague
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 461 (includes 86 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Kim Perry
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Bret E. Russell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,301 (includes 426 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Andrew J. Silver
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 516 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,598.95
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
NAME: Stuart L. Sindell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 185 (includes 35 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James T. Tierney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 138 (includes 26 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,500
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .0008%
NAME: Robert Weeden
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 921 (includes 171 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Gerald Greenwald
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 13,812 (includes 2,562 warrants)
AMOUNT AND SOURCE
OF FUNDS: $150,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
NAME: Mark Kammert
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,032 (includes 342 warrants)
AMOUNT AND SOURCE
OF FUNDS: $9,197.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .006%
<PAGE>
SCHEDULE 13D
EXHIBIT F
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, that the annexed Statement on
Schedule 13D and all amendments thereto shall be filed on behalf of each of
them.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
------------------------------
Chairman
<PAGE>
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
------------------------------
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
------------------------------
Attorney-in-Fact
<PAGE>
SARATOGA PARTNERS II, L.P.
By: DR Associates II, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Charles P. Durkin, Jr.
----------------------------
SARATOGA PARTNERS II, C.V.
By: Selinus Corporation, N.V.
its General Partner
By: /s/ Curacao Corporation Company N.V.
---------------------------------------
Name: Curacao Corporation Company N.V.
Title: Managing Director
Dated: March 31, 1997
<PAGE>
SCHEDULE 13D
EXHIBIT G
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Dillon, Read & Co. Inc. ("Dillon Read"), acting through
any of its duly authorized officers, the true and lawful agent and
attorney-in-fact of the undersigned with respect to all matters arising in
connection with the under- signed's accepting, holding and disposing of
investment opportunities that may be presented by Dillon Read to the undersigned
from time to time, including but not limited to (i) investments in companies in
which Concord Partners, a New York limited partnership, Concord Partners II, a
Delaware limited partnership, Saratoga Partners, a Delaware limited partnership,
Saratoga Partners II, a Delaware limited partnership, Yorktown Energy Partners,
a Delaware limited partnership, The Second Charterhouse Buy-Out Fund, a Delaware
limited partnership, France Capital Developpement, a fund organized under the
laws of France, or The Sudimer Buy-Out Fund N.V., a Netherlands Antilles
corporation, or any similar investment fund is also an investor, and (ii)
investments directly in Dillon, Read Industrial Development Capital Fund, a
limited partnership established under the laws of England, The Portugal Property
Fund, a Netherlands Antilles corporation, or any similar
<PAGE>
investment fund (each such investment being referred to herein as an
"Investment"). Such appointment shall become effective with respect to any
Investment upon written notification by the undersigned to Dillon Read that the
undersigned wishes to accept such Investment. Without limiting the foregoing,
Dillon Read shall have full power and authority: (A) to execute and deliver or
otherwise make for and on behalf of the undersigned in such form as Dillon Read
may, from time to time, approve, (i) a purchase agreement relating to each
Investment, (ii) any amendments to or waivers regarding any such purchase
agreement, and (iii) any other agreements or certificates in connection with
such Investment; (B) to vote or otherwise act with respect to any securities
acquired in an Investment in its sole discretion; and (C) to dispose, on behalf
of the undersigned, at any time or from time to time, of all or any specified
portion of any Investment, without any prior notification to the undersigned,
and in connection therewith to execute and deliver or otherwise make for or on
behalf of the undersigned in such form as Dillon Read may approve, and at such
time and under such circumstances as Dillon Read may decide, (i) a sales
agreement relating to such Investment, and (ii) any other agreements or
certificates in connection with the sale of such Investment; in each case,
unless and until the undersigned becomes the record holder of such securities,
and Dillon Read shall have the sole and exclusive authority to determine when to
transfer the
<PAGE>
record ownership of an Investment to the undersigned (in which case this power
of attorney (other than the next two succeeding paragraphs) shall cease with
respect to such Investment).
Dillon Read's approval of the form of any document or certificate
shall be conclusively evidenced by Dillon Read's execution thereof.
The undersigned hereby ratifies and confirms all that said agent and
attorney-in-fact may do by virtue hereof. The undersigned also hereby ratifies,
confirms and adopts all actions taken prior to this date by Dillon Read on the
undersigned's behalf in connection with any Investment in which the undersigned
has participated and hereby irrevocably releases Dillon Read and any of its
affiliates from any present or future claims, losses or liability in connection
with the power of attorney granted hereby, any Investment or any act or omission
by Dillon Read in connection therewith.
This appointment shall be irrevocable with respect to any Investment
once the purchase agreement for such Investment has been executed and delivered
on behalf of the undersigned pursuant hereto or otherwise.
<PAGE>
This power of attorney and any action taken hereunder by Dillon Read
shall not be affected by the subsequent disability, incompetence or death of the
undersigned and any such action shall be binding upon the heirs, executors,
legal representatives and assigns of the undersigned.
- ------------------------ -----------------------------
(Date) (Signature)
- ------------------------ -----------------------------
(Place of Execution) (Print Name)
<PAGE>
SCHEDULE 13D
EXHIBIT H
FORM OF WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of April , 1992, between CapMAC
ACQUISITION CORP., a Delaware corporation (the "Company") and individuals,
partnerships, corporations and other entities, severally and not jointly, listed
on the signature pages hereof (each an "Investor").
W I T N E S S E T H:
WHEREAS, the Investors are stockholders of the Company and in
consideration of their continued investment in the Company, the Company desires
to grant to the Investors the Warrants (as defined below):
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
Section 1. Definitions. As used in this Warrant Agreement, the
following terms shall have the following meanings, unless the context otherwise
requires:
"Closing Date" shall mean April , 1992.
"Commission" Shall mean the Securities and Exchange Commission or any
entity succeeding to any or all of its functions under the Securities Act
or the Exchange Act.
"Common Stock" shall mean the shares of common stock of the Company,
per value $.01 per share.
"Contractual Obligation" shall mean as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exercise Price" shall mean $20.00 per share of Common Stock.
"Expiration Date" shall mean the date which is the seventh anniversary
of the Closing Date.
"Market Price" shall mean, with respect to each share of Common Stock
on any date, the price per share equal to
<PAGE>
the average of the last sales prices of the Common Stock on each of the ten
trading days immediately preceding such date on each exchange on which the
Common Stock may at the time be listed or, if there shall have been no
sales on any of such exchanges on any such trading day, the average of the
closing bid and asked prices on each such exchange at the end of such
trading day or, if there is no such bid and asked price on such trading
day, on the next preceding trading day when such bid and asked price
occurred or, if the Common Stock shall not be so listed, the average of the
closing sales prices as reported by NASDAQ at the end of each of the ten
trading days immediately preceding such date in the over-the-counter
market. If the Common Stock is not so listed or reported by NASDAQ, then
the Market Price shall be the value of a share of Common Stock, as
determined by an independent investment bank (unaffiliated with the Company
or any stockholder of the Company which owns greater than 5% of the
then-outstanding shares of Common Stock) selected by the board of directors
of the Company, as the value such share would have if the Common Stock were
then publicly traded.
"Person" shall mean an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.
"Requirement of Law" shall mean as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other governmental authority, in each case
applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Transfer shall mean any offer, transfer, sale, pledge, hypothecation
or other disposition.
"Warrant" shall mean, with respect to each Investor or other
registered holder thereof, the Warrant entitling such Investor or other
registered holder to purchase the number of shares of Common Stock set
forth on the face of the Warrant Certificate held by such Investor or other
registered holder (subject to adjustment as provided in Section 11) at the
Exercise Price at any time on or before 5:00 P.M., New York City time, on
the Expiration Date.
2
<PAGE>
"Warrant Certificate" shall mean each certificate evidencing a
Warrant, substantially in the form of Exhibit A hereto, with such changes
therein as may be required to reflect any adjustments made pursuant to
Section 11.
"Warrant Office" shall mean the office or agency of the Company at
which the Warrant Register shall be maintained and where the Warrants may
be presented for exercise, exchange, substitution and transfer, which
office or agency on the date of this Warrant Agreement is the office of the
Company located at 885 Third Avenue, New York, New York 10022, which office
or agency may be changed by the Company pursuant to notice in writing to
the Persons named in the Warrant Register as the holders of the Warrants.
"Warrant Register" shall mean the register, substantially in the form
of Exhibit E hereto, maintained by the Company at the Warrant Office.
"Warrant Shares" shall mean the number of shares of Common Stock
issuable upon exercise of the Warrants.
Section 2. Representations and Warrants. The Company hereby represents
and warrants as follows:
(a) The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware, has the corporate
power and authority to execute and deliver this Warrant Agreement and
each Warrant Certificate, to issue the Warrants and to perform its
obligations under this Warrant Agreement and each Warrant Certificate.
(b) The execution, delivery and performance by the Company of
this Warrant Agreement and each Warrant Certificate, the issuance of
each Warrant and the issuance of the Warrant Shares upon exercise of
each Warrant have been duly authorized by all necessary corporate
action, and do not and will not violate, or result in a breach of, or
constitute a default under, or require any consent under, or result in
the creation of any lien, charge or security interest upon the assets
of the Company pursuant to, any Requirement of Law or any Contractual
Obligation binding upon the Company.
(c) This Warrant Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid, binding and
enforceable obligation of the Company. When each Warrant and Warrant
Certificate has been issued as contemplated hereby, (i) each Warrant
and Warrant Certificate will constitute legal, valid, binding and
enforceable obligations of the Company and (ii) the Warrant Shares,
when issued upon exercise of each Warrant in accordance with the terms
hereof, will be duly authorized, validly issued, fully
3
<PAGE>
paid and nonassessable shares of common Stock with no personal
liability attaching to the ownership thereof.
Section 3. Issuance of Warrant Certificates. On the Closing
Date, the Company shall issue to each Investor a Warrant Certificate
representing a Warrant to purchase the number of shares of Common Stock set
forth opposite such Investor's name on Schedule I hereto.
Section 4. Registration, Transfer and Exchange of Warrant
Certificates.
(a) The Company shall maintain at the Warrant Office the
Warrant Register for registration of the Warrants and Transfers
thereof. On the Closing Date, the Company shall register the Warrants
issued pursuant to Section 3 in the names of the Investors. The Company
may deem and treat the registered holder of each Warrant Certificate as
the absolute owner of the Warrant represented thereby (notwithstanding
any notation of ownership or other writing on such Warrant Certificate
made by anyone) for the purpose of any exercise thereof or any
distribution to the holder or holders thereof, and for all other
purposes, and the Company shall not be affected by any notice to the
contrary.
(b) Subject to Section 13, the Company shall register the
Transfer of any outstanding Warrant in the Warrant Register upon
surrender of the Warrant Certificate evidencing such Warrant to the
Company at the Warrant Office, accompanies (if so required by it) by a
written instrument or instruments of Transfer in form satisfactory to
it, duly executed by the registered holder or holders thereof or by the
duly appointed legal representative thereof. Upon any such registration
of Transfer, a new Warrant Certificate evidencing such Transferred
Warrant shall be issued to the transferee and the surrendered Warrant
Certificate shall be cancelled.
(c) Warrant Certificates may be exchanged at the option of the
holder or holders thereof, when surrendered to the Company at the
Warrant Office, for another Warrant Certificate or other Warrant
Certificates of like tenor and representing the Warrant represented
thereby. Any Warrant Certificate surrendered for exchange shall be
cancelled.
(d) Each Warrant Certificate issued upon a Transfer shall bear
the legend set forth in Section 13(b) if the Warrant Certificate
presented for Transfer bore such legend.
Section 5. Mutilated or Missing Warrant Certificate. If any
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
shall issue, in exchange and substitution
4
<PAGE>
for and upon cancellation of the mutilated Warrant Certificate, or in lieu of
and substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or destruction of such Warrant
Certificate and, if requested, indemnity satisfactory to it. No service charge
shall be made for any such substitution, but all expenses and reasonable charges
associated with procuring such indemnity and all stamp, tax and other
governmental duties that may be imposed in relation thereto shall be borne by
the holder or holders of such Warrant Certificate. Each Warrant Certificate
issued in any such Substitution shall bear the legend set forth in Section 13(b)
if the Warrant Certificate for which such substitution was made bore such
legend.
Section 6. Exercise of Warrants.
(a) Each Warrant is exercisable in whole or in part by the
registered holder thereof on any Business Day prior to the applicable
Expiration Date.
(b) Subject to the provisions of this Agreement, upon
surrender to the Company at the Warrant Office of the Warrant
Certificate evidencing any Warrant to be exercised with the Form of
Election to Purchase on the reverse thereof duly completed and signed
and upon either (i) payment of the Exercise Price for the Warrant
Shares in respect of which such Warrant is being exercised by check or
checks payable in New York Clearing House (next-day) funds in lawful
money of the United States of America, or (ii) the election by the
holder of such Warrant on such Form of Election to Purchase that such
holder desires not to pay the Exercise Price with respect to such
Warrants and, in lieu thereof, to reduce the number of Warrant Shares
to be received upon such exercise by a number of Warrant Shares the
aggregate Market Price of which is equal to the Exercise Price of such
Warrants, the Company shall issue and cause to be delivered to or upon
written order of the registered holder or holders of such Warrant and
in such name or names as such registered holder or holders may
designate, a stock certificate or certificates for the number of
Warrant Shares issuable upon such exercise of such Warrant. Any Person
designated to be named in certificates issued pursuant to this Section
6 shall be deemed to have become the holder of record of such Warrant
Shares as of the date of exercise of such Warrant. No adjustments shall
be made for any cash distributions on Warrant Shares issuable on the
exercise of any Warrant.
Section 7. No Fractional Shares. The Company shall not be
required to issue fractional shares of Common Stock upon exercise of any Warrant
but shall pay for such fraction of a
5
<PAGE>
share an amount in cash equal to the Market Price multiplied by such fraction.
Section 8. Payment of Taxes. The Company will pay all taxes
attributable to the initial issuance of the Warrants and the Warrant Shares;
provided that the Company shall not be required to pay any tax which may be
payable in respect of any Transfer involved in the issue of any Warrant
Certificate or any certificate for Warrant Shares in a name other than that of
the registered holder of the Warrant in question.
Section 9. Reservation and Issuance of Warrant Shares.
(a) The Company will at all times have authorized, and reserve
and keep available, free from preemptive rights, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon the
exercise of the Warrants, the number of shares of Common Stock
deliverable upon exercise of the Warrants.
(b) The Company will take any action which may be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price.
(c) The Company covenants that all Warrant Shares will, upon
issuance in accordance with the terms of this Warrant Agreement, be
fully paid and nonassessable and free from all taxes with respect to
the issuance thereof and from all liens, charges and security interests
created by the Company.
Section 10. Obtaining of Governmental Approvals and Stock
Exchange Listings. The Company will, at its own expense, from time to time take
all action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities which
may be or become required in connection with the issuance, sale, Transfer and
delivery of the Warrant Certificates and the exercise of the Warrants and the
issuance, sale, transfer and delivery of the Warrant Shares and all action which
may be necessary so that such Warrant Shares, immediately upon their issuance
upon the exercise of the Warrants, or at such later time as shall be otherwise
provided herein, will be listed on each securities exchange, if any, on which
the shares Common Stock are then listed.
Section 11. Adjustment of Number of Warrant Shares Purchasable:
Other Agreements. Prior to the Expiration Date, the number of Warrant Shares
purchasable upon the exercise of the Warrants are subject to adjustment from
time to time upon the occurrence of any of the following events:
6
<PAGE>
(a) if the Company shall at any time after the date of this
Warrant Agreement (i) declare a dividend on the shares of Common Stock
in shares of its capital stock (whether Common Stock or of capital
stock of any other class), (ii) split or subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then the number of shares of Common Stock
subject to the Warrant to be received upon exercise thereof at the time
of the record date for such dividend or of the effective date of such
subdivision or combination shall be adjusted so that the holder or
holders of each Warrant upon exercise thereof shall be entitled to
receive the aggregate number and kind of shares which, if such Warrant
had been exercised immediately prior to such time, such holder would
have owned or have become entitled to receive immediately following
such dividend, subdivision or combination;
(b) if the Company shall at any time after the date of this
Warrant Agreement issue options, rights or warrants to subscribe for or
purchase shares of Common Stock to all holders of its shares of Common
Stock at a price per share less than the greater of (i) the Exercise
Price and (ii) the Market Price, then the number of shares of Common
Stock subject to the Warrant to be purchased upon exercise thereof at
the time of the record date for such issuance shall be adjusted so that
the holder or holders of each Warrant upon exercise thereof shall be
entitled to purchase, on the same terms and conditions as the holder of
all shares of Common Stock receiving such options, rights or warrants,
the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, such holder would have become
entitled to purchase immediately following such issuance;
(c) if at any time, as a result of an adjustment made pursuant
to Section 11 hereof, the holder of any Warrant thereafter exercised
shall become entitled to receive any shares of the Company other than
shares of Common Stock, thereafter the number of such other shares so
receivable upon exercise of the Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares
contained in this Section 11, and the provisions of this Warrant
Agreement with respect to the Warrant Shares shall apply on like terms
to such other shares; and
(d) if any of the following events occurs:
7
<PAGE>
(i) any capital reorganization of the Company;
(ii) any reclassification of the Common Stock
(other than a subdivision or combination of outstanding Common
Stock);
(iii) any consolidation of the Company; or
(iv) the sale of the properties and assets of the
Company (including but not limited to the sale of any stock or
partnership interests of the Company's Subsidiaries) as, or
substantially as, an entirety to any entity:
then each Warrant shall after such capital reorganization,
reclassification of Common Stock, consolidation or sale be exercisable,
upon the terms and conditions specified in this Warrant Agreement, for
the number of shares of stock or other securities or assets to which a
holder of the number of Warrant Shares purchasable (at the time of such
capital reorganization, reclassification of Common Stock, consolidation
or sale) upon exercise of such Warrant would have been entitled upon
such capital reorganization, reclassification of Common Stock,
consolidation, or sale; and in any such case, if necessary, the
provisions set forth in this Section 11 with respect to the rights
thereafter of the holder of such Warrant shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any
shares of stock or other securities or assets thereafter deliverable on
the exercise of such Warrant; provided, however, that the Company shall
not effect any such consolidation or sale, unless prior to or
simultaneously with the consummation thereof, the successor corporation
or partnership (if other than the Company) resulting from such
consolidation or the corporation or partnership purchasing such assets
or the appropriate corporation or entity shall assume, by written
instrument, the obligation to deliver to the holder of each Warrant the
shares of stock, securities or assets to which, in accordance with the
foregoing provisions, such holder may be entitled and all other
obligations of the company under this Warrant Agreement.
The provisions of this Section 11 shall be applicable successively whenever any
of the events set forth above shall occur.
Section 12. Notices to Warrant Holders. Upon any adjustment
pursuant to, or other event contemplated by, Section 11, the Company shall
promptly, but in any event within 20 days thereafter, cause to be given to the
registered holder or holders of each of the Warrants, at their respective
addresses appearing on the Warrant Register, by first-class mail, postage
prepaid, a
8
<PAGE>
certificate signed by its chief financial officer setting forth the number of
shares of Common Stock issuable upon the exercise of such Warrant as so adjusted
and describing in reasonable detail the facts accounting for such adjustment and
the method of calculation used. Where appropriate, such certificate may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 12.
In case:
(a) the Company shall authorize the issuance to all holders of
shares of Common Stock of rights or warrants to subscribe for or
purchase capital stock of the Company or of any other subscription
rights or warrants; or
(b) the Company shall authorize the distribution to all
holders of shares of Common Stock of evidences of its indebtedness or
assets (other than cash dividends or cash distributions payable out of
consolidated earnings or earned surplus or dividends payable in shares
of Common Stock); or
(c) of any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is
required, or of the conveyance or transfer of the properties and assets
of the Company substantially as an entirety, or of any capital
reorganization or reclassification or change of the Common Stock; or
(d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall cause to be given to the registered holder or holders of
each Warrant at its address appearing on the Warrant Register, at least 20
calendar days prior to the applicable record date hereinafter specified, by
first-class mail, postage prepaid, a written notice stating either (i) the date
as of which the holders of record of shares of Common Stock to be entitled to
receive any such rights, warrants or distribution are to be determined, or (ii)
the date on which any such consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange their shares for securities or other property, if
any, deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up.
Section 13. Transfer Restrictions.(a) Each Investor represents
and warrants that it is acquiring the Warrants for investment for its own
account and not with a view to, or for resale in connection with, the
distribution or other disposition thereof. Each Investor agrees that it will
not, directly or in-
9
<PAGE>
directly, Transfer any of the Warrants or Warrant Shares (or
solicit any offers to buy, purchase, or otherwise acquire or take a pledge of
any of the Warrants or Warrant Shares), except in compliance with the Securities
Act and the rules and regulations promulgated thereunder. Each Investor further
understands and specifically acknowledges and agrees that none of the Warrants
or Warrant Shares may be Transferred unless (i) such Transfer complies with the
provisions of (A) this Agreement and (B) the stockholder agreement, dated as of
April , 1992, among the Company, the Investors and other stockholders of the
Company and (ii) (A) the Transfer is made pursuant to an effective registration
statement, or post-effective amendment thereto, under the Securities Act, (B) in
the opinion of counsel reasonably satisfactory to the Company, such Transfer is
exempt from the provisions of Section 5 of the Securities Act and the rules and
regulations in effect thereunder or (c) a no-action letter from the Commission,
satisfactory to counsel for the Company, shall have been obtained with respect
to the Transfer.
(b) The Company agrees that after it has filed a registration
statement pursuant to the requirements of Section 12 of the Exchange Act
relating to any class of equity securities of the Company, it will use its best
efforts to file in a timely manner all reports required to be filed by it
pursuant to the Securities Act and, upon the request of an Investor, will
furnish such Investor with such information as may be necessary to enable such
Investor to effect routine sales pursuant to Rule 144 under the Securities Act.
(c) Each Warrant Certificate representing the Warrants, and
each certificate representing Warrant Shares, will bear legends in substantially
the following form:
"THE [WARRANTS] [SHARES] REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS (A) THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION IS MADE PURSUANT TO A REGISTRATION STATEMENT, OR
POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), (B) IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, SUCH TRANSFER, SALE, PLEDGE, HYPOTHECATION
OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE
ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER, OR (C) A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH
RESPECT TO SUCH TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION.
"THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A
WARRANT AGREEMENT AND A STOCKHOLDER AGREEMENT AND NEITHER THIS
CERTIFICATE NOR THE [WARRANTS] [SHARES
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REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY".
Section 14. Company Option. Commencing on the earlier of (i)
the fifth anniversary of the Closing Date and (ii) the date which is the
business day prior to the date which the Company estimates it will consummate an
initial public offering of its Common Stock, the Company shall have the option,
upon not less than ten days' prior written notice to each registered holder of
the Warrants on the date of such notice, to purchase all (but not less than all)
of the Warrants from the registered holders thereof. The exercise price of the
option granted in the foregoing sentence (the "Repurchase Price") shall be the
aggregate Market Price of the shares of Common Stock subject to the Warrants on
the date of exercise minus the aggregate Exercise Prices of the Warrants then
outstanding. The Company may elect, in the notice referred to above, in lieu of
paying the Repurchase Price in cash, to issue to the registered holders of the
Warrants shares of Common Stock having an aggregate Market Price equal to the
Repurchase Price.
Section 15. Amendments and Waivers. Any provision of this
Warrant Agreement may be amended, supplemented, waived, discharged or terminated
by a written instrument signed by the Company and each holder of the Warrants.
Section 16. Specified Performance. The holders of the Warrants
and/or Warrant Shares shall have the right to specific performance by the
Company of the provisions of this Warrant Agreement. The Company hereby
irrevocably waives, to the extent that it may do so under applicable law, any
defense based on the adequacy of a remedy at law which may be assessed as a bar
to the remedy of specific performance in any action brought against the Company
for specific performance of this Warrant Agreement by the holders of the
Warrants and/or Warrant Shares.
Section 17. Notices.(a) Any notice or demand to be given or
made by the holders of the Warrants to or on the Company pursuant to this
Warrant Agreement shall be sufficiently given or made if sent by mail,
first-class or registered, postage prepaid, addressed to the Company as follows
(or to such other address as may hereafter be designated by the Company in
writing to such registered holder):
CapMAC Acquisition Corp.
885 Third Avenue
New York, New York 10022
Attn: Chief Executive Officer
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(b) Any notice to be given by the Company to any holder of the
Warrants or the Warrant Shares shall be sufficiently given if sent by first
class mail, postage prepaid, addressed to such holder as such holder's name and
address shall appear on the Warrant Register or the Common Stock registry of the
Company, as the case may be.
Section 18. Binding Effect. This Warrant Agreement shall be
binding upon and inure to the sole and exclusive benefit of the Company, its
successors and assigns, each Investor and the registered holders from time to
time of the Warrants and the Warrant Shares.
Section 19. Termination. This Warrant Agreement shall
terminate and be of no further force and effect at the close of business on the
earlier to occur of (i) the Expiration Date and (ii) the date on which all of
the Warrants have been exercised.
Section 20. Counterparts. This Warrant Agreement may be
executed in one or more separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Section 21. Governing Law. This Warrant Agreement and the
Warrant Certificates shall be governed by and construed in accordance with the
laws of the State of New York.
Section 22. Benefits of This Warrant Agreement. Nothing in
this Warrant Agreement shall be construed to give to any Person other than the
Company and the registered holders of the Warrants and the Warrant Shares any
legal or equitable right, remedy or claim under this Warrant Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Warrant Agreement to be duly executed and delivered by their proper and duly
authorized officers, as of the date and year first above written.
CapMAC ACQUISITION CORP.
By:
Title:
SARATOGA FUNDING CORPORATION
By:
Title:
[OTHER INSTITUTIONAL INVESTORS]
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SCHEDULE I TO
WARRANT AGREEMENT
INVESTORS AND NUMBER OF
SHARES OF COMMON STOCK SUBJECT TO WARRANTS
Investor Number of Shares
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