UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WILLBROS GROUP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
969199108
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(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 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 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 2 of 76 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 4,023,040
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,023,040
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 4,023,040
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)
28.6%
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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 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 3 of 76 Pages
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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 4,023,040
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,023,040
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 4,023,040 shares
attributed to it through its ownership of Dillon, Read and Co. 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)
28.6%
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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 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 4 of 76 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 None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,023,040
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,023,040
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 4,023,040 shares held for managed
accounts and the reporting person disclaims beneficial ownership of
such shares.
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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)
28.6%
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14 TYPE OF REPORTING PERSON*
BD
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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 4 of 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 5 of 76 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
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 451,600
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
451,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,600
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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)
3.0%
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14 TYPE OF REPORTING PERSON*
PN
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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 5 of 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 6 of 76 Pages
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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
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 96,240
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
96,240
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,240
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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)
.7%
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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 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 7 of 76 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yorktown Energy Partners, L.P.
I.R.S. No. 13-3603939
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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
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,324,120
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,324,120
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,324,120
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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)
23%
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14 TYPE OF REPORTING PERSON*
PN
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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 7 of 76 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 969199108 Page 8 of 76 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
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,950
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,950
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,950
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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)
.03%
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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 76 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common
Stock") of Willbros Group, Inc. (the "Company"), whose principal
executive offices are located at Edificio Torre Banco Germanico, Calle
50y 55 Este, Apartado 850048, Panama 5, Republic of Panama.
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) Yorktown Energy Partners, L.P. ("Yorktown");
and (vii) Lexington Partners IV, L.P. ("Lexington IV"), which are
sometimes referred to collectively herein as the "Reporting Persons."
Concord II, Concord Japan, Yorktown and Lexington IV 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-
Yorktown, 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 Yorktown is investing in equity securities of energy
investments. 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.
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
securiites) 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 Yorktown 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 DR Associates III, L.P. ("DR Associates"). Pursuant to the
Yorktown partnership agreement, DR Associates may delegate its
authority to manage Yorktown to another party. DR Associates has
delegated such authority to Dillon Read, its general partner, and as
such, Dillon Read may have the power to vote and the power to dispose
of the securities reported in this Schedule 13D as being owned by
Yorktown. 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 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 April 7, 1992, Dillon Read, as agent, and the Funds
invested in preferred stock of the Company (the "Preferred Stock"),
which converted (post-split) into shares of Common Stock.
<PAGE>
-4-
With respect to the investments made by each of the Funds in
the Company, Concord II, Concord Japan, Yorktown and Lexington IV
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. As set forth under Items 5 and 6 below, 146,130 shares of
Common Stock 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 pursu- ant 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 651,600 $ 2,172,000
Concord Japan 96,240 320,800
Yorktown 3,324,120 11,080,400
Lexington IV 146,130 487,100
Dillon Read
</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 146,130 Agency Shares owned of record by it pursuant to
powers of attorney executed by the individuals listed on Exhibit E
hereto.
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 shares of Common Stock issued upon conversion of the
Preferred Stock and after a stock split of 30 for 1.
<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 28, 1997, DR Holding and DRI may be deemed
pursuant to Rule 13d-3 under the Act ("Rule 13d-3") to beneficially
own 4,023,040 shares of Common Stock, representing 28.6% 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 28, 1997, Dillon Read may be deemed pursuant
to Rule 13d-3 to beneficially own 4,023,040 shares of Common Stock
(including the 146,130 Agency Shares held by Dillon Read as agent for
the persons listed on Exhibit E hereto), representing 28.6% of the
Outstanding Shares.
<PAGE>
-7-
As of February 28, 1997, Concord II beneficially owns
451,600 shares of Common Stock, representing 3.0% of the Outstanding
Shares. Concord Japan beneficially owns 96,240 shares of Common Stock,
representing .7% of the Outstanding Shares. Yorktown beneficially owns
3,324,120 shares of Common Stock, representing 23.0% of the
Outstanding Shares. Lexington IV beneficially owns 4,950 shares of
Common Stock, representing .03% of the Outstanding Shares.
In addition, as of February 28, 1997, DRI and the
individuals named in Exhibit E hereto may be deemed to beneficially
own the 146,130 Agency Shares, representing 1.0% 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 its partnership agreement, on February 28, 1997,
Concord II distributed an aggregate of 200,000 shares of Common Stock
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) None.
<PAGE>
-8-
(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 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
None.
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.
<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>
YORKTOWN ENERGY PARTNERS, L.P.
By: DR Associates III, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Bryan H. Lawrence
---------------------------
Managing Director
Dated: April 3, 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
Toyko, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Toyko, 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: Charles A. Ballard
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,102
AMOUNT AND SOURCE
OF FUNDS: $10,340
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: John P. Birkelund(1)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 24,171
AMOUNT AND SOURCE
OF FUNDS: $80,570
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .2%
- --------
1 In addition, Mr. Birkelund owns 15,000 shares, which he purchased on
August 16, 1996 in the open market at $9.625 per share. On Septem-
ber 4, 1996, Mr. Birkelund purchased 800 shares in the open market
at $9.625 per share, which shares are for the benefit of the grand-
children of Mr. Birkelund and are registered under the Uniform
Gifts to Minors Act of New York. The beneficial ownership of such
shares is disclaimed by Mr. Birkelund.
<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: Charles P. Durkin, Jr.(2)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,755
AMOUNT AND SOURCE
OF FUNDS: $25,850
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
NAME: Peter M. Flanigan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,048
AMOUNT AND SOURCE
OF FUNDS: $20,160
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
- --------
2 In addition, Mr. Durkin owns 10,000 shares which he purchased in
the open market. 5,000 shares were purchased on August 19, 1996 at
$10.00 per share and 5,000 shares were purchased on October 22,
1996 at $9.75 per share.
<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: Gerald Greenwald
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 9,651
AMOUNT AND SOURCE
OF FUNDS: $32,170
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .07%
NAME: Franklin W. Hobbs, IV(3)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,048
AMOUNT AND SOURCE
OF FUNDS: $20,160
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
- ----------
3 On August 15, 1996, Mr. Hobbs purchased 2,000 shares in the open market at
$9.625 per share, which shares are for the benefit of the grandchildren
of Mr. Hobbs and are registered under the Uniform Gifts to Minors
Act of New York. The beneficial ownership of such shares is disclaimed
by Mr. Hobbs.
<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: Bryan H. Lawrence(4)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 18,618
AMOUNT AND SOURCE
OF FUNDS: $62,060
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,653
AMOUNT AND SOURCE
OF FUNDS: $15,510
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
- ----------
4 On August 15, 1996, Elizabeth D. Lawrence, the wife of Bryan H.
Lawrence, purchased 4,000 shares in the open market at $9.625
per share. The beneficial ownership of such shares is dis-
claimed by Mr. Lawrence.
<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: Robert A. Pilkington(5)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,102
AMOUNT AND SOURCE
OF FUNDS: $10,340
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: H.C. Bowen Smith
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,839
AMOUNT AND SOURCE
OF FUNDS: $16,130
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
- --------
5 In addition, Mr. Pilkington owns 3,000 shares which he purchased
in the open market on August 19, 1996 at $10.00 per share.
<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: Wayne Thornbrough
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,758
AMOUNT AND SOURCE
OF FUNDS: $25,860
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
NAME: Edward B. Whitney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,048
AMOUNT AND SOURCE
OF FUNDS: $20,160
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<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: George A. Wiegers(6)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 31,029
AMOUNT AND SOURCE
OF FUNDS: $103,430
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .2%
NAME: Richard C. Yancey
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,551
AMOUNT AND SOURCE
OF FUNDS: $5,170
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
- --------
6 In addition, Mr. Wiegers owns 25,000 shares which he purchased in
the open market on August 15, 1996, 15,000 shares were purchased
at $9.75 per share and 10,000 were purchased at $9.625 per share.
On November 19, 1996, Mr. Wiegers purchased 500 shares in the
open market at $10.00 per share, which shares are for the
benefit of the grandchildren of Mr. Wiegers and are registered
under the Uniform Gifts to Minors Act of Colorado. The beneficial
ownership of such shares is disclaimed by Mr. Wiegers.
<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: Douglas A. Darby
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,800
AMOUNT AND SOURCE
OF FUNDS: $6,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Glenn Hall
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 621
AMOUNT AND SOURCE
OF FUNDS: $2,070
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .004%
<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: W. Howard Keenan, Jr.(7)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,653
AMOUNT AND SOURCE
OF FUNDS: $15,510
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: James F. Reilly
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,800
AMOUNT AND SOURCE
OF FUNDS: $6,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
- --------
7 In addition, Mr. Keenan owns 4,000 shares which he purchased in
the open market. 2,000 shares were purchased on August 15, 1996
at $9.625 per share and 2,000 shares were purchased on August 16,
1996 at $9.875 per share.
<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: Bret E. Russell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,209
AMOUNT AND SOURCE
OF FUNDS: $4,030
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .008%
NAME: Stuart L. Sindell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 465
AMOUNT AND SOURCE
OF FUNDS: $1,550
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
<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: James Treco
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,209
AMOUNT AND SOURCE
OF FUNDS: $4,030
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .008%
<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>
YORKTOWN ENERGY PARTNERS, L.P.
By: DR Associates III, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Bryan H. Lawrence
-------------------------
Managing Director
Dated: April 3, 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)
