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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-20713
EntreMed, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 58-1959440
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
Suite 200, 9610 Medical Center Drive, Rockville, MD 20850
- --------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 217-9858
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Exchange on Which Registered
- -------------------------------------- ------------------------------------
Common Stock, Par Value $.01 Per Share Nasdaq National Market
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K [X]
As of March 25, 1999, 13,138,328 shares of common stock were outstanding and the
aggregate market value of the shares of common stock held by non-affiliates was
approximately $278,027,000.
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<PAGE>
EXPLANATORY NOTE:
-----------------
This Amendment No. 1 to the Form 10-K for the fiscal year ended
December 31, 1998 is filed solely to add Part III of Form 10-K, which was
omitted in reliance on General Instruction G.3 thereto.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions of the
executive officers and directors of the Company:
NAME AGE POSITION
- ---- --- --------
John W. Holaday, Ph.D. (1) 53 Chairman of the Board, President, Chief
Executive Officer and Director
Edward R. Gubish, Ph.D. 50 Senior Vice President, Research and
Development
R. Nelson Campbell 34 Chief Financial Officer
John C. Thomas, Jr. 45 Secretary/Treasurer
Donald S. Brooks (2) 63 Director
Samuel R. Dunlap, Jr. (1)(2) 49 Executive Advisor and Director
Lee F. Meier (2)(3) 51 Director
Mark C.M. Randall (3) 36 Director
Wendell M. Starke (1) 56 Vice Chairman and Director
Jerry Finkelstein (3) 83 Director
- ----------
(1) Member of Executive Committee; (2) Member of Compensation Committee;
(3) Member of Audit Committee
John W. Holaday, Ph.D. is a co-founder of the Company and has served as
its President and Chief Executive Officer and a director since August 1992 and
its Chairman of the Board since November 1995. Prior thereto, from May 1989 to
August 1992, he was a co-founder of Medicis Pharmaceutical Corp. where he served
as Scientific Director, Senior Vice President for
2
<PAGE>
Research and Development and director. Dr. Holaday also serves as a director for
CytImmune Sciences, Inc., a privately held research diagnostics company. From
1968 to 1989, he served at the Walter Reed Army Institute of Research, where he
founded the Neuropharmacology Branch in 1980. He serves as an officer and fellow
in several biomedical societies and has authored and edited numerous scientific
articles in journals and books. His current academic positions include Associate
Professor of Anesthesiology and Critical Care Medicine and Senior Lecturer in
Medicine at The Johns Hopkins University of Medicine, Baltimore, Maryland;
Adjunct Professor of Pharmacology and Psychiatry at the Uniformed Services
University School of Medicine, Bethesda, Maryland; and Clinical Assistant
Professor of Surgery at the University of Connecticut Health Center, Farmington,
Connecticut.
Edward R. Gubish, Ph.D. has served as Senior Vice President of Research
and Development since January 1997, prior to that he served as Vice President -
Regulatory and Clinical Development of the Company since November 1995 and has
been employed by the Company since October 1993. From 1990 to September 1993,
Dr. Gubish served as senior director of Regulatory Affairs for Baker Norton
Pharmaceuticals (IVAX) and Fujisawa Pharmaceuticals. From 1986 to 1990, Dr.
Gubish served as Chief of Regulatory Affairs for the AIDS Division at the
National Institutes of Health and as a scientific and administrative contact for
sponsors of new biological products and IND submissions for the Center for Drugs
and Biologics at the FDA.
R. Nelson Campbell has served as Chief Financial Officer since January
1997. From November 1991 to June 1996, Mr. Campbell was employed by
OsteoArthritis Sciences, Inc., a venture capital financed drug discovery company
where he was a co-founder and served as Vice President of Business Development
and Treasurer. From 1986 to 1991, he was with the international investment
banking firms of Merrill Lynch Capital Markets, Nomura Securities International
and lastly Daiwa America Securities, Inc., where he was engaged in corporate
finance and merger transactions.
John C. Thomas, Jr. has served as Secretary/Treasurer since January
1997 and served part-time as Chief Financial Officer of the Company from its
inception in September 1991 until January 1997. Mr. Thomas has also served as
the Chief Financial Officer of several other companies, including MEDigital,
Inc., a private medical technology company since August 1996, Credit Depot
Corporation, a public company engaged in loan financing (from August 1990 to
March 1993 and from January 1995 until April 1996), Tapistron International,
Inc., a public company engaged in the development of technology for the textile
industry (from August 1991 until July 1995), and Sealite Sciences, a private
biotechnology company (from June 1991 to March 1993). Mr. Thomas is a certified
public accountant.
Donald S. Brooks has been a director of the Company since April 1996.
Since July 1993, Mr. Brooks has been a practicing attorney with the law firm
Carella Byrne Bain Gilfillan Cecchi Stewart & Olstein, Roseland, New Jersey,
which represents the Company on certain matters. Prior thereto, Mr. Brooks was
employed by Merck & Co., Inc. for 27 years, most recently, from 1986 to 1993, as
Senior Counsel. From 1980 to 1985, Mr. Brooks served as a U.S. employer delegate
to the Chemical Industries Committee, International Labor Organization in
Geneva, Switzerland.
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Samuel R. Dunlap, Jr. has served as an Executive Advisor and a director
to the Company since August 1992. Mr. Dunlap also has (i) served as Chairman of
Dunlap & Partners, Ltd., a financial consulting firm in Atlanta, Georgia, since
October 1988, (ii) served as a director of Credit Depot Corporation, of which he
was a founder, since December 1986, (iii) served as Vice President of MEDigital,
Inc. since August 1996, (iv) from 1992 through 1996 served as a director to
First Pacific Networks, Inc., a publicly-held telecommunications company, (v)
served as a director and a consultant of Golf Training Systems, Inc., a public
company, from August 1994 until December 1995 and (vi) served as a director from
July 1991 until February 1994 and an Executive Advisor from July 1991 until
November 1994 of Tapistron International, Inc. From April 1986 until December
1988, Mr. Dunlap served as Executive Vice President and director of CytRx
Corporation, a publicly-held pharmaceutical company of which he was a founder.
Mr. Dunlap also served as Executive Vice President of Elan Pharmaceutical
Research Corp., a publicly-held company, from August 1982 to December 1983 and
President and a director of such entity from January 1984 to January 1985. Mr.
Dunlap will not seek reelection after the expiration of his present term as a
director.
Lee F. Meier has been a director of the Company since July 1997. Mr.
Meier has over twenty years of experience in the equipment financing industry.
He has been affiliated with US Leasing Corporation, The Chemical Bank of New
York and Steiner Financial Corporation, a privately held, tax motivated lessor.
Since 1984 Mr. Meier has served as founder and managing director of Meier
Mitchell & Company, an investment banking firm specializing in providing
innovative debt and lease financing products. Meier Mitchell & Company targets
clients in the biotechnology and electronics industries and has arranged or
provided well over $1 billion in financing to both private and public companies
in these sectors.
Mark C.M. Randall has been a director of the Company since April 1996.
Since 1985, Mr. Randall has been associated with Sarasin International
Securities Limited, London, England, a wholly-owned subsidiary of Bank Sarasin &
Cie, a private bank based in Switzerland, where he has been Director since 1994.
Wendell M. Starke has been Vice Chairman of the Board since June 1998
and a director of the Company since April 1994. Mr. Starke is a Chartered
Financial Analyst and a Chartered Investment Counselor. Mr. Starke was President
of INVESCO Capital Management, Inc. and Chief Investment Officer from 1979 to
1991. In 1992, he became Chairman of INVESCO, Inc., the parent company of
INVESCO Capital Management and other INVESCO money management subsidiaries in
the United States. Mr. Starke also serves as a member of the Board and as Global
Chief Investment Officer of AMVESCAP, PLC. the London-based parent company of
the worldwide INVESCO organization.
Jerry Finkelstein has been a director of the Company since April 1998.
Mr. Finkelstein has been a senior advisor to Apollo Advisors, L. P., a fund
manager, since March 1994, and the Chairman of the Board of News Communications,
Inc., a consortium of 23 publications, since August 1993. Mr. Finkelstein has
been the former publisher of the New York Law Journal, a daily newspaper. He has
been a member of the Boards of Rockefeller Center, Chicago Milwaukee
Corporation, Chicago Milwaukee Railroad Corporation, Bank of North America,
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Struthers Wells Corporation, The Hill, and PATH Railroad. Mr. Finkelstein has
also held the following positions: member of Task Force Committee on the sale of
the World Trade Center; Chairman of the New York City Planning Commission, and
Commissioner of the Port Authority of New York and New Jersey, as well as
numerous civic, social and political appointments.
Item 11. EXECUTIVE COMPENSATION
Compensation of Directors
Directors of the Company received a fee of $2,000 per in-person meeting
attended and were reimbursed for expenses actually incurred in connection with
attending such meetings. Directors were also awarded initial grants of
non-qualified stock options to purchase 15,000 shares of Common Stock upon
joining the Board of Directors and annual grants of non-qualified stock options
to purchase 5,000 shares of Common Stock. In addition, each member of the Audit
Committee and the Compensation Committee received annual grants of non-qualified
stock options to purchase 1,000 shares of Common Stock. All such automatic
grants were awarded on July 1, 1998.
The Company granted non-qualified stock options to purchase 100,000
shares of Common Stock to Wendell M. Starke in April 1998 upon Mr. Starke's
election as Vice Chairman of the Board. The options have an exercise price of
$12.00 per share, the fair market value of a share of Common Stock on the date
of grant, and were immediately exercisable. This grant is in addition to the
automatic grant of stock options Mr. Starke received as a member of the Board of
Directors.
The Company entered into a three year consulting agreement with Samuel
R. Dunlap, Jr. commencing January 1, 1996 that provides for annual payments of
$90,000.
Compensation of Executive Officers
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for fiscal
1998 (collectively, the "named executive officers") for services during the
fiscal years ended December 31, 1998, 1997 and 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Securities
Annual Underlying All Other
Salary Bonus Options/SARs Compensation
Name and Principal Position Year ($) ($) (No.) ($)
<S> <C> <C> <C> <C> <C>
John W. Holaday, Ph.D. 1998 250,000 125,000 5,000 19,467(1)
Chairman, President and Chief 1997 275,000 - 260,000 18,883
Executive Officer 1996 250,000 80,000 105,000 18,221
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Edward R. Gubish, Ph.D. 1998 180,000 75,000 - 6,916(2)
Vice President, Regulatory 1997 165,000 50,000 100,000 6,332
and Clinical Development 1996 140,000 42,000 75,000 5,670
R. Nelson Campbell 1998 147,000 20,000 - 1,849(2)
Chief Financial Officer 1997 133,718 25,000 50,000 1,301
1996 - - - -
John C. Thomas, Jr. 1998 126,000 10,000 - 6,916(2)
Secretary/Treasurer 1997 120,000 25,000 50,000 -
1996 96,880 21,500 38,000 -
</TABLE>
(1) $12,551 of such amount represents the premiums paid by the Company with
respect to a split-dollar life insurance policy on the life of Dr.
Holaday. Premiums paid by the Company on such policy are treated as
non-interest bearing advances to the insured for the policy. The
initial proceeds of any death benefit are required to be used to repay
the indebtedness, and the balance of the insurance proceeds are payable
as designated by the insured. See "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements". The remaining amount
represents group health insurance premiums paid on behalf of such
officer.
(2) Consists of group health insurance premiums paid on behalf of such
officer.
The following table sets forth certain information with respect to
individual grants of stock options and warrants made during the fiscal year
ended December 31, 1998 to each of the named executive officers.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of
Securities % of Total Potential Realizable
Underlying Options/SARs Value at Assumed
Options/ Granted to Exercise or Annual Rates of Stock
SARs Employees in Base Price Expiration Price Appreciation for
Name Granted Fiscal Year ($/sh) Date Option Term(1)
5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
John W. Holaday, Ph.D. 5,000 1.47% 31.9375 6/26/2008 260,114 414,188
</TABLE>
(1) Calculated by multiplying the exercise price by the annual appreciation
rate shown (as prescribed by SEC rules and compounded for the term of
the options), subtracting the exercise price per share and multiplying
the gain per share by the number of shares covered by the options.
These amounts are not intended to forecast possible future
appreciation, if any, of the price of the Company's Shares. The actual
value realized upon exercise of the options to purchase Company Shares
will depend on the fair market value of the Company's Shares on the
date of exercise.
The following table sets forth information concerning all option
holdings for the fiscal year ended December 31, 1997 for each of the named
executive officers.
6
<PAGE>
Aggregated Option and Warrant/Exercises in Last Fiscal Year
and FY-End Option/Value
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Options In-the Money Options
at Fiscal Year-End($) at Fiscal Year-End($)(2)
Shares Acquired Value --------------------------- ----------------------------
Name on Exercise (#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Holaday, Ph.D. - - 529,169 25,000 7,305,031 175,000
Edward R. Gubish, Ph.D. 40,000 1,045,000 176,250 68,750 1,967,500 681,250
R. Nelson Campbell 5,000 65,438 76,250 43,750 633,750 406,250
John C. Thomas, Jr. - - 125,769 34,500 1,856,626 341,500
</TABLE>
(1) The Value Realized represents the amount equal to the excess of the
fair market value of the shares at the time of exercise over the
exercise price.
(2) Calculated by multiplying the number of unexercised options outstanding
at December 31, 1998 by the difference between the fair market value of
the Company's Shares at December 31, 1998 ($21.00) and the option
exercise price.
Employment Contracts and Termination of Employment and
Change-In-Control Arrangements
In April 1996, effective as of January 1, 1996, the Company entered
into a three-year employment agreement with John W. Holaday, Ph. D., Chairman
and Chief Executive Officer of the Company. The agreement provided for an annual
base salary of $250,000 per year. Effective January 1999, the Company entered
into a new three year employment agreement with Dr. Holaday as the Chairman and
Chief Executive Officer of the Company with an annual base salary of $325,000
per year and a minimum annual increase of 10% per year. The Company may
terminate the agreement without cause and, upon such termination, Dr. Holaday
will be entitled to receive his base salary through the end of the initial term
of the agreement (subject to an offset for salary received from subsequent
employment). The agreement contains confidentiality and non-competition
provisions.
The Company maintains a $2,000,000 split-dollar life insurance policy
on the life of Dr. Holaday at an annual cost of approximately $12,551. Premiums
paid by the Company on such policy are treated as non-interest bearing advances
to the insured for the policy. The initial proceeds of any death benefit are
required to be used to repay the indebtedness, and the balance of the insurance
proceeds are payable as designated by the insured.
Each of the Company's employees has entered into a Proprietary
Information and Invention Assignment Agreement providing, among other things,
that such employee will not disclose any confidential information or trade
secrets in any unauthorized manner and that all inventions of such officer
relating to the Company's current or anticipated business during the term of
employment become the Company's property.
In the event of certain transactions, including those which may result
a change in control, as defined under the Company's Incentive Stock Option
Plans, unvested installments of options to purchase Shares of the Company may
become immediately exercisable.
7
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act requires the Company's executive
officers, directors and persons who beneficially own more than 10% of a
registered class of the Company's equity securities to file with the S.E.C.
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Such executive officers, directors,
and greater than 10% beneficial owners are required by S.E.C. regulation to
furnish the Company with copies of all Section 16(a) forms filed by such
reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representation from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and greater than 10% beneficial owners were complied with.
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, the members of the Compensation Committee were: Lee
F. Meier, Mark C. M. Randall, and Wendell M. Starke.
Wendell M. Starke is the Chairman of INVESCO, Inc. and previously
served as a member of the Board and Global Chief Investment Officer of AMVESCAP,
the London-based parent company of the worldwide INVESCO organization, which
provides certain investment advisory services to the Company.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 20, 1999 (except as
otherwise footnoted below), certain information concerning stock ownership of
all persons known by the Company to own beneficially more than 5% of the Shares,
each director or director nominee, each executive officer named under "Executive
Compensation and Other Matters" and all directors and executive officers of the
Company as a group.
Amount and Nature of Percentage of
Name of Stockholder (1) Beneficial Ownership (1) Outstanding Class
John W. Holaday, Ph.D. 1,316,400 (2) 9.86%
Donald S. Brooks 137,251 (3) 1.04%
R. Nelson Campbell 78,749 (4) *
Samuel R. Dunlap, Jr. 408,612 (5) 3.11%
Jerry Finkelstein 107,500 (6) *
Edward R. Gubish, Ph. D. 193,500 (7) 1.46%
Lee F. Meier 49,000 (8) *
Mark C. M. Randall 71,334 (9) *
Wendell M. Starke 398,366 (10) 3.03%
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<PAGE>
John C. Thomas, Jr. 127,350 (11) *
Bristol-Myers Squibb Company 874,999 (12) 6.65%
P. O. Box 4000
Princeton, New Jersey 08543
Mills Value Advisor, Inc. 670,543 (13) 5.10%
c/o Todd J. Peters
Mills Value Advisor, Inc.
707 East Main Street
Richmond, Virginia 23219
All executive officers and directors 2,888,062 (14) 21.35%
of the Company as a group
(10 persons)
- ----------
*Less than 1%
(1) Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally means the
power to vote and/or to dispose of the securities regardless of any
economic interest therein.
(2) Includes 609,168 shares issuable upon exercise of options and warrants
which are exercisable within 60 days and 126,666 shares held by a
limited partnership of which Dr. Holaday is the general partner. Does
not include 187,501 shares issuable upon exercise of options not
exercisable within 60 days.
(3) Includes 137,251 shares issuable upon exercise of options which are
exercisable within 60 days.
(4) Includes 51,251 shares issuable upon exercise of options which are
exercisable within 60 days.
(5) Includes 350,282 shares issuable upon exercise of options which are
exercisable within 60 days.
(6) Includes 71,000 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include shares held by
various family members of Mr. Finkelstein, as to which Mr. Finkelstein
disclaims beneficial ownership.
(7) Includes 182,500 shares issuable upon exercise of options which are
exercisable within 60 days. Does not include 87,500 shares issuable
upon exercise of options not exercisable within 60 days.
(8) Includes 24,000 shares issuable upon exercise of options which are
exercisable within 60 days and 25,000 shares issuable upon exercise of
warrants which are exercisable within 60 days held by an entity the
general partner of which is an entity in which Mr. Meier serves as
Managing Director.
(9) Includes 71,334 shares issuable upon exercise of options which are
exercisable within 60 days. Does not include 6,667 shares issuable upon
exercise of options not exercisable within 60 days.
9
<PAGE>
(10) Includes 189,815 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include 40,761 shares
owned by various family members of Mr. Starke, as to which Mr. Starke
disclaims beneficial ownership.
(11) Includes 127,018 shares issuable upon exercise of options and warrants
which are exercisable within 60 days. Does not include 38,251 shares
issuable upon exercise of options not exercisable within 60 days.
(12) Based on Schedule 13G filed by Bristol-Myers Squibb Company on December
21, 1998.
(13) Based on Amendment No. 4 to the Schedule 13D filed by Mills Value
Advisor, Inc. on April 13, 1999. Includes 40,000 shares beneficially
owned by Mills Value Advisor, Inc. together with shares held by Mills
Value Advisor, Inc in an investment advisory service capacity whereby
Mills Value Advisor, Inc. has the sole discretion to dispose of such
shares.
(14) Includes 1,856,286 shares issuable upon exercise of options and
warrants which are exercisable within 60 days. Does not include 371,170
shares issuable upon exercise of options not exercisable within 60
days.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a three year consulting agreement with Samuel
R. Dunlap, Jr. commencing January 1, 1996 that provides for annual payments of
$90,000.
Leon E. Rosenberg, M.D., a director of the Company until March 3, 1998,
was the Senior Vice President, Scientific Affairs of Bristol-Myers Squibb
Company. In December 1995, the Company and Bristol-Myers Squibb entered into a
collaboration to develop and commercialize certain antiangiogenesis
therapeutics. Pursuant to this collaboration, Bristol-Myers Squibb paid to the
Company during fiscal 1997 an aggregate of approximately $3,670,000 in research
funding and reimbursements for certain clinical trials and certain research and
development and know-how.
Donald S. Brooks, a director of the Company, was of counsel to the law
firm Carella, Byrne, Bain, Gilfillan, Cecchi , Stewart & Olstein, which provides
certain legal services to the Company, prior to becoming the Vice President -
Legal Affairs at the Company in 1998.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ENTREMED, INC.
By: /s/ John W. Holaday
--------------------------------------------
John W. Holaday, Ph.D., Chairman of the
Board, President and Chief Executive Officer
April 29, 1999
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ John W. Holaday Chairman of the Board and 4/29/99
- -------------------------- Chief Executive Officer
John W. Holaday, Ph. D. (principal executive officer)
/s/ R. Nelson Campbell Chief Financial Officer 4/29/99
- -------------------------- (principal financial and
R. Nelson Campbell accounting officer)
/s/ John C. Thomas, Jr. Secretary/Treasurer 4/29/99
- --------------------------
John C. Thomas, Jr.
Director
- --------------------------
Donald S. Brooks
/s/ Samuel R. Dunlap, Jr. Director 4/29/99
- --------------------------
Samuel R. Dunlap, Jr.
/s/ Jerry Finkelstein Director 4/29/99
- --------------------------
Jerry Finkelstein
/s/ Lee F. Meier Director 4/29/99
- --------------------------
Lee F. Meier
/s/ Mark C. M. Randall Director 4/29/99
- --------------------------
Mark C. M. Randall
/s/ Wendell M. Starke Director 4/29/99
- --------------------------
Wendell M. Starke
11
