SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Eagle Pacific Industries, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
092068 20 4
(CUSIP Number)
Terrance M. Shipp
William Blair Mezzanine Capital Fund, L.P.
222 West Adams Street
Chicago, Illinois 60606
(312) 236-1600
with a copy to:
Robert L. Schlossberg
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1996
(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.
Check the following box if a fee is being paid with the statement.
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.<PAGE>
<PAGE>
**The total number of shares of common stock reported as
beneficially owned by the Reporting Persons herein is 750,000
(including the 315,000 shares of common stock which the Reporting
Persons shall have the right to acquire upon exercise of certain of
the securities described herein) which constitutes approximately
14.8% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 5,067,940 shares
outstanding (including the 315,000 shares of common stock which the
Reporting Persons shall have the right to acquire upon exercise of
certain of the securities described herein).
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>
<PAGE>
1. Name of Reporting Person:
William Blair Mezzanine Capital Fund, L.P.
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Illinois
NUMBER 7. Sole Voting Power: -0-
OF SHARES
BENEFICIALLY 8. Shared Voting Power: 750,000(1)(2)
OWNED BY EACH
REPORTING 9. Sole Dispositive Power: 750,000(2)
PERSON
WITH 10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: PN
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Power is exercised through its sole general partner, William
Blair Mezzanine Capital Partners, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
William Blair Mezzanine Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Illinois
NUMBER 7. Sole Voting Power: -0-
OF SHARES
BENEFICIALLY 8. Shared Voting Power:
750,000(1)(2)(3)
OWNED BY
EACH 9. Sole Dispositive Power:
750,000(2)(3)
REPORTING
PERSON WITH 10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: PN
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Solely in its capacity as the sole general partner of William
Blair Mezzanine Capital Fund, L.P.
(3) Power is exercised through its general partners, William
Blair & Company, L.L.C., Timothy J. MacKenzie, Terrance M.
Shipp and Marc J. Walfish.<PAGE>
<PAGE>
1. Name of Reporting Person:
William Blair & Company, L.L.C.
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Illinois
NUMBER OF 7. Sole Voting Power: -0-
SHARES
BENEFICIALLY 8. Shared Voting Power:
750,000(1)(2)(3)
OWNED BY
EACH 9. Sole Dispositive Power: -0-
REPORTING
PERSON WITH 10. Shared Dispositive Power:
750,000(2)(3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: OO
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Solely in its capacity as a general partner of William Blair
Mezzanine Capital Partners, L.P. (see Item 5).
(3) Power is exercised through its principals listed in Schedule
I attached hereto and incorporated herein by this reference.<PAGE>
<PAGE>
1. Name of Reporting Person:
Timothy J. MacKenzie
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: USA
NUMBER OF 7. Sole Voting Power: -0-
SHARES
BENEFICIALLY 8. Shared Voting Power: 750,000(1)(2)
OWNED BY
EACH 9. Sole Dispositive Power: -0-
REPORTING
PERSON WITH 10. Shared Dispositive Power: 750,000(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: IN
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Solely in his capacity as a general partner of William Blair
Mezzanine Capital Partners, L.P. (see Item 5).<PAGE>
<PAGE>
1. Name of Reporting Person:
Terrance M. Shipp
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: USA
NUMBER OF 7. Sole Voting Power: -0-
SHARES
BENEFICIALLY 8. Shared Voting Power: 750,000(1)(2)
OWNED BY
EACH 9. Sole Dispositive Power: -0-
REPORTING
PERSON WITH 10. Shared Dispositive Power:
750,000(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: IN
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Solely in his capacity as a general partner of William Blair
Mezzanine Capital Partners, L.P. (see Item 5).<PAGE>
<PAGE>
1. Name of Reporting Person:
Marc J. Walfish
2. Check the Appropriate Box if a Member of a Group: (b)
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: USA
NUMBER OF 7. Sole Voting Power: -0-
SHARES
BENEFICIALLY 8. Shared Voting Power: 750,000(1)(2)
OWNED BY
EACH 9. Sole Dispositive Power: -0-
REPORTING
PERSON WITH 10. Shared Dispositive Power:
750,000(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 14.8%
14. Type of Reporting Person: IN
(1) Voting power is exercised solely by the Issuer, acting
through its board of directors, pursuant to an Irrevocable
Proxy until such time as an event of default occurs under the
Debenture Acquisition Agreement (see Item 5).
(2) Solely in his capacity as a general partner of William Blair
Mezzanine Capital Partners, L.P. (see Item 5).<PAGE>
<PAGE>
This statement constitutes Amendment No. 2 (the "Amendment
No. 2") to the Schedule 13D dated as of December 17, 1993 (the
"Original 13D"), as amended by Amendment No. 1 to the Original 13D
dated as of March 16, 1995 (the "Amendment No. 1") by William Blair
Mezzanine Capital Fund, L.P., an Illinois limited partnership (the
"Mezzanine Fund"), William Blair Mezzanine Capital Partners, L.P.,
an Illinois limited partnership (the "Blair General Partner"),
William Blair & Company, L.L.C., an Illinois limited liability
company ("Blair"), Timothy J. MacKenzie ("MacKenzie"), Terrance M.
Shipp ("Shipp") and Marc J. Walfish ("Walfish") in connection with
their interests in the common stock, par value $0.01 per share (the
"Shares"), of Eagle Pacific Industries, Inc. (f/k/a Black Hawk
Holdings, Inc.), a Minnesota corporation. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, the entire text of the Original
13D, as amended by Amendment No. 1, is hereby amended and restated
as set forth below. Exhibits A through J hereto, which have been
previously filed in paper format, are not restated electronically
herein.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby file this
Schedule 13D Statement on behalf of the Mezzanine Fund, the Blair
General Partner, Blair, MacKenzie, Shipp and Walfish. The
Mezzanine Fund, the Blair General Partner, Blair, MacKenzie, Shipp
and Walfish are sometimes hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a "group" exists.
(b)-(c)
Mezzanine Fund
The Mezzanine Fund is an Illinois limited partnership, the
principal business of which is that of a private investment
partnership. The principal business address of the Mezzanine Fund,
which also serves as its principal office, is 222 West Adams
Street, Chicago, Illinois 60606. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to the
Blair General Partner, the sole general partner of the Mezzanine
Fund, is set forth below.
Blair General Partner
The Blair General Partner is an Illinois limited partnership,
the principal business of which is serving as the sole general
partner of the Mezzanine Fund. The principal address of the Blair
General Partner, which also serves as its principal office, is 222
West Adams Street, Chicago, Illinois 60606. Pursuant to<PAGE>
<PAGE>
Instruction C to Schedule 13D of the Act, certain information with
respect to Blair, MacKenzie, Shipp and Walfish, the general
partners of the Blair General Partner, is set forth below.
Blair
Blair is an Illinois limited liability company, the principal
business of which is providing a range of financial services to
businesses, governments, financial institutions and individuals,
primarily in the United States. The principal business address of
Blair, which also serves as its principal office, is 222 West Adams
Street, Chicago, Illinois 60606. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to the
principals of Blair is set forth in Schedule I attached hereto and
is incorporated herein by this reference.
MacKenzie
MacKenzie's business address is 222 West Adams Street,
Chicago, Illinois 60606. His present principal occupation is
serving as a managing partner of the Blair General Partner and as a
principal of Blair.
Shipp
Shipp's business address is 222 West Adams Street, Chicago,
Illinois 60606. His present principal occupation is serving as a
managing partner of the Blair General Partner and as a principal of
Blair.
Walfish
Walfish's business address is 222 West Adams Street, Chicago,
Illinois 60606. His present principal occupation is serving as a
managing partner of the Blair General Partner and as a principal of
Blair.
(d) None of the entities or persons identified in this Item
2 has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item
2 has, during the last five years, been 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 or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons identified in this Item 2
are citizens of the United States of America except as otherwise
indicated. <PAGE>
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds or other consideration used by
the Reporting Persons to purchase the Shares consisted of $90,000
of working capital invested by the partners of the Mezzanine Fund.
On March 16, 1995, the Issuer, its subsidiary Eagle Plastics,
Inc. ("Eagle") and the Mezzanine Fund entered into a Plan of
Recapitalization of even date therewith (the "Plan of
Recapitalization") attached hereto as Exhibit E and incorporated
herein by this reference. Under the terms of the Plan of
Recapitalization, (i) the parties terminated that certain
Subordinated Loan Agreement dated as of December 17, 1993, by and
among the Issuer, Eagle and the Mezzanine Fund (the "Loan
Agreement"), (ii) the Mezzanine Fund surrendered the Subordinated
Promissory Note issued pursuant to the Loan Agreement to Eagle,
(iii) the Mezzanine Fund received as consideration for such
termination and surrender, 210,000 Shares, a Warrant to purchase
100,000 Shares, attached hereto as Exhibit I and incorporated
herein by this reference, and the right to receive certain cash
payments and (iv) the parties executed and delivered, among other
things, the following, each of which is attached hereto as Exhibits
F, G, H and J respectively and is incorporated herein by this
reference:
(F) Debenture Acquisition Agreement,
(G) Senior Subordinated Debenture,
(H) Guarantee by the Issuer, and
(J) Registration Agreement.
On May 10, 1996, the Issuer, its subsidiaries Eagle, Pacific
Plastics, Inc. ("Pacific"), and Arrow Pacific Plastics, Inc.
("Arrow"), and the Mezzanine Fund entered into an Amendment
Agreement of even date therewith (the "Amendment Agreement")
attached hereto as Exhibit K and incorporated herein by this
reference. Under the terms of the Amendment Agreement, as an
inducement for the Mezzanine Fund's consent to the refinancing of
the Issuer's senior indebtedness, the parties agreed to amend
selected terms of the Debenture Acquisition Agreement and the
Senior Subordinated Debenture in exchange for certain financial
accommodations to the Mezzanine Fund, including, (a) the prepayment
of certain obligations of the Issuer and/or Eagle to Blair and (b)
the issuance of a new warrant to purchase 215,000 shares which is
attached hereto as Exhibit L and incorporated herein by this
reference. In addition, the Mezzanine fund and certain other
shareholders of the Issuer executed a Co-sale Agreement which is
attached hereto as Exhibit M and incorporated herein by this
reference.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares reported herein
pursuant to a Subordinated Loan Agreement dated December 17, 1993,
between the Issuer, Eagle Acquisition Corp. and the Mezzanine Fund<PAGE>
<PAGE>
(the "Loan Agreement") attached hereto as Exhibit A and
incorporated herein by this reference, the Debenture Acquisition
Agreement and the Amendment Agreement (collectively, the
"Subordinated Debt Documents"). Under the terms of the
Subordinated Debt Documents, the Issuer must provide the Mezzanine
Fund with certain financial information and notice of certain
occurrences or conditions. In addition, the Mezzanine Fund
received certain visitation and board observer rights under the
Subordinated Debt Documents. Consistent with such reporting
obligations and rights, the Reporting Persons have had, and may
have in the future, discussions with management of the Issuer
concerning the Issuer's recent operating history as well as the
Issuer's general business outlook and prospects. The Reporting
Persons acquired the Shares reported herein, in connection with the
Subordinated Debt Documents, for investment purposes.
Depending on market conditions and other factors that each
may deem material to its investment decision, each of the Reporting
Persons may purchase additional Shares in the open market or in
private transactions or may dispose of all or a portion of the
Shares that such Reporting Person now owns or hereafter may
acquire, subject to transfer restrictions contained in the
Subordinated Debt Documents or imposed by law.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a)
Mezzanine Fund
The aggregate number of Shares that the Mezzanine Fund owns
beneficially, pursuant to Rule 13d-3 of the Act, is 750,000 which
constitutes approximately 14.8% of the outstanding Shares.
Blair General Partner
As the sole general partner of the Mezzanine Fund, the Blair
General Partner may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 750,000 Shares, which constitutes
approximately 14.8% of the outstanding Shares. The Blair General
Partner disclaims beneficial ownership of all such Shares.
Blair
As a general partner of the Blair General Partner, Blair,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 750,000 Shares, which constitutes approximately
14.8% of the outstanding Shares. Blair disclaims beneficial
ownership of all such Shares.<PAGE>
<PAGE>
MacKenzie
As a general partner of the Blair General Partner, MacKenzie
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 750,000 Shares, which constitutes approximately
14.8% of the outstanding Shares. MacKenzie disclaims beneficial
ownership of all such Shares.
Shipp
As a managing partner of the Blair General Partner, Shipp
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 750,000 Shares, which constitutes approximately
14.8% of the outstanding Shares. Shipp disclaims beneficial
ownership of all such Shares.
Walfish
As a managing partner of the Blair General Partner, Walfish
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 750,000 Shares, which constitutes approximately
14.8% of the outstanding Shares. Walfish disclaims beneficial
ownership of all such Shares.
(b)
Mezzanine Fund
Acting through its sole general partner, the Mezzanine Fund
has the sole power to dispose or to direct the disposition of
750,000 Shares. Sole voting power with respect to the 750,000
Shares is exercised by the Issuer pursuant to an Irrevocable Proxy
(the "Proxy") which is attached hereto as Exhibit N and
incorporated herein by this reference.
Blair General Partner
Acting through its general partners and in its capacity as
the sole general partner of the Mezzanine Fund, the Blair General
Partner has the sole power to dispose or to direct the disposition
of 750,000 Shares. Sole voting power with respect to the 750,000
Shares is exercised by the Issuer pursuant to the Proxy.
Blair
Acting through its principals and in its capacity as a
general partner of the Blair General Partner, which is the sole
general partner of the Mezzanine Fund, Blair may be deemed to have
shared power with Mackenzie, Shipp and Walfish (as the other
general partners of the Blair General Partner) to dispose or to
direct the disposition of 750,000 Shares held by the Mezzanine
Fund. Sole voting power with respect to the 750,000 Shares is
exercised by the Issuer pursuant to the Proxy.<PAGE>
<PAGE>
MacKenzie
As a general partner of the Blair General Partner, which is
the sole general partner of the Mezzanine Fund, MacKenzie may be
deemed to have shared power with Blair, Shipp and Walfish (as the
other general partners of the Blair General Partner) to dispose or
to direct the disposition of 750,000 Shares held by the Mezzanine
Fund. Sole voting power with respect to the 750,000 Shares is
exercised by the Issuer pursuant to the Proxy.
Shipp
As a managing partner of the Blair General Partner, which is
the sole general partner of the Mezzanine Fund, Shipp may be deemed
to have shared power with Blair, MacKenzie and Walfish (as the
other general partners of the Blair General Partner) to dispose or
to direct the disposition of 750,000 Shares held by the Mezzanine
Fund. Sole voting power with respect to the 750,000 Shares is
exercised by the Issuer pursuant to the Proxy.
Walfish
As a managing partner of the Blair General Partner, which is
the sole general partner of the Mezzanine Fund, Walfish may be
deemed to have shared power with Blair, MacKenzie and Shipp (as the
other general partners of the Blair General Partner) to dispose or
to direct the disposition of 750,000 Shares held by the Mezzanine
Fund. Sole voting power with respect to the 750,000 Shares is
exercised by the Issuer pursuant to the Proxy.
(c) To the best of the knowledge of each of the Reporting
Persons, none of the persons named in response to paragraph (a) has
effected any transactions in Shares during the past sixty (60)
days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed with the
Original 13D, the Amendment No. 1 and this Amendment No. 2, there
are no other contracts, arrangements, understandings or
relationships of the type required to be disclosed in response to
Item 6 of Schedule 13D of the Act with respect to the Shares owned
by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit A-1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit A -- Subordinated Loan Agreement dated December 17,
1993, between Issuer, Mezzanine Fund and Eagle Acquisition Corp. <PAGE>
<PAGE>
Exhibit B -- Senior Subordinated Promissory Note dated
December 17, 1993, in the principal amount of $7,500,000 to the
order of Mezzanine Fund.
Exhibit C -- Guarantee dated December 17, 1993, by the Issuer
to secure payments due to the Mezzanine under the Fund Senior
Subordinated Promissory Note.
Exhibit D -- Registration Agreement dated as of December 17,
1993 between the Issuer and the Mezzanine Fund.
Exhibit E -- Plan of Recapitalization dated as of March 16,
1995, between the Mezzanine Fund, Eagle and the Issuer.
Exhibit F -- Debenture Acquisition Agreement dated as of
March 16, 1995, between Issuer, the Mezzanine Fund and Eagle.
Exhibit G -- Senior Subordinated Debenture dated March 16,
1995, in the principal amount of $7,500,000 to the order of the
Mezzanine Fund.
Exhibit H -- Guarantee dated March 16, 1995, by the Issuer to
secure payments due to the Mezzanine Fund under the Senior
Subordinated Debenture.
Exhibit I -- Common Stock Warrant dated March 16, 1995,
exercisable by the Mezzanine Fund for the purchase of 100,000
shares of Stock.
Exhibit J -- Registration Agreement dated as of March 16,
1995, between the Issuer and the Mezzanine Fund.
Exhibit K -- Amendment Agreement dated as of May 10, 1996, by
and between the Mezzanine Fund, the Issuer, Eagle, Pacific and
Arrow.
Exhibit L -- Warrant dated May 10, 1996 exercisable by the
Mezzanine Fund for the purchase of 215,000 shares of Stock.
Exhibit M -- Co-sale Agreement dated as of May 10, 1996 by
and between the Mezzanine Fund, Harry W. Spell, William H. Spell,
Bruce A. Richards, Richard W. Perkins and the Spell Family
Foundation.
Exhibit N -- Irrevocable Proxy.<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: May 10, 1996
WILLIAM BLAIR MEZZANINE /s/ Timothy J. MacKenzie
CAPITAL FUND, L.P. Timothy J. MacKenzie
By: William Blair Mezzanine
Capital Partners, L.P.
its general partner
By: /s/ Terrance M. Shipp /s/ Terrance M. Shipp
A General Partner Terrance M. Shipp
WILLIAM BLAIR MEZZANINE
CAPITAL PARTNERS, L.P.
/s/ Marc J. Walfish
Marc J. Walfish
By: /s/ Terrance M. Shipp
A General Partner
WILLIAM BLAIR & COMPANY, L.L.C.
By: /s/ Stephen Campbell
A Principal<PAGE>
<PAGE>
SCHEDULE I
WILLIAM BLAIR & COMPANY, L.L.C.
PRINCIPALS AS OF JANUARY 2, 1996
The following principals all have a business address of:
William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Name Citizenship
JAMES J. ARADO USA
STEVEN J. ASHBY USA
MICHAEL P. BALKIN USA
JAMES L. BARBER USA
MICHAEL W. BARONE USA
ROBERT R. BARTELS USA
ROSS BAUMGARTEN USA
JOHN H. BEEBE, JR. USA
BOWEN BLAIR USA
EDWARD MCC. BLAIR USA
EDWARD MCC. BLAIR, JR. USA
JOHN J. BRANSFIELD, JR. USA
HARVEY H. BUNDY, III USA
W. NEWTON BURDICK, III USA
BERNARD L. BURNSTINE USA
STEPHEN CAMPBELL USA
RUSSELL R. CAMPION USA
ELLEN CARNAHAN-WALSH USA
JOHN L. CARTON USA
ROBERT W. CARTWRIGHT USA
DAVID G. CHANDLER USA
MARC W. CHRISTMAN USA
MICHELLE L. COLLINS USA
E. DAVID COOLIDGE, III USA
CHRISTOPHER A. COTTER USA
RICHARD D. COUGHLIN USA
RAYMOND F. COYNE USA
MICHAEL T. DAVIS USA
EDWARD J. DELLIN USA
STEPHEN E. ELKINS USA
RONALD D. EMERICK USA
JOHN R. ETTELSON USA
CHRISTINE N. EVANS KELLY USA
FRANCIS C. FARWELL USA
F. CONRAD FISCHER USA
GARY J. FISHER USA
THOMAS A. FITZSIMMONS USA<PAGE>
<PAGE>
ROBERT C. FIX USA
G. ROSS FORBES, JR. USA
PAUL W. FRANKE USA
CHARLES W. FREEBURG USA
MARK A. FULLER, III USA
JOHN R. GARDNER USA
RICHARD D. GOTTFRED USA
JOHN K. GREENE USA
THOMAS L. GREENE USA
J. TERRY HEATH USA
DWIGHT E. HELM USA
JAMES P. HICKEY USA
JOHN H. HICKS USA
CHARLES H. HODGES, IV USA
MORTIMER G. HUBER USA
ANTHONY J. HYATT USA
WILLIAM IANNESSA USA
EDGAR D. JANNOTTA USA
EDGAR D. JANNOTTA, JR. USA
RICHARD S. KAPLAN USA
JOHN P. KAYSER USA
RICHARD M. KING USA
RICHARD P. KIPHART USA
JAMES S. KOWSKI USA
ANTHONY J. KRISS USA
THOMAS R. KULLY USA
ALBERT J. LACHER Switzerland
JOSEPH F. LAMANNA USA
ROBERT C. LANPHIER, IV USA
ALAN A. LAZZARA USA
LAURA J. LEDERMAN USA
WAYNE P. LOCKWOOD USA
JAMES W. MABIE USA
TIMOTHY J. MACKENZIE USA
LOUI L. MARVER USA
CHARLES M. MCDONALD USA
JAMES D. MCKINNEY USA
CARLETTE C. MCMULLAN USA
JAMES M. MCMULLAN USA
JUDITH B. MORLEY USA
RICHARD F. MORRIS USA
DAVID W. MORRISON USA
TERRENCE G. MULDOON USA
TIMOTHY M. MURRAY USA
BENTLEY M. MYER USA
ROBERT D. NEWMAN USA
GREGG S. NEWMARK USA
JOHN P. NICHOLAS USA
DAVID G. O'NEILL USA
R. SCOTT PATTERSON USA
WILLIAM C. PERLITZ USA
L. RICHARD PETRACCA, III USA
DAVID C. PHILLIPS, II USA
MICHAEL A. PITT USA<PAGE>
<PAGE>
THOMAS S. POSTEK USA
PHILIP W. REITZ USA
ERIC B. ROWLEY USA
STEVEN M. RYAN USA
ALFRED J. SALVINO USA
NEAL L. SELTZER USA
BARBARA J. SEMENS USA
RICHARD K. SHEINER USA
TERRANCE M. SHIPP USA
RITA J. SPITZ USA
RONALD B. STANSELL USA
DAVID M. STONE USA
THOMAS H. STORY USA
JOHN A. SVOBODA USA
RAYMOND J. TEBOREK USA
MARK A. TIMMERMAN USA
NORBERT W. TRUDERUNG USA
W. JAMES TRUETTNER, JR. USA
KARL H. VELDE, JR. USA
MARC J. WALFISH USA
JAMES E. WASHBURN USA
KATHLEEN A. WIELAND USA
DANIEL J. WILSON USA
ROBERT V. WITTIG USA
DALE WEST WYANT USA
The following principal has a business address of:
William Blair & Company, L.L.C.
1225 17th Street
Denver, Colorado 80202
Name Citizenship
THOMAS P. OWEN USA
The following principals have a business address of:
William Blair & Company, L.L.C.
Mitteldorf I
9400 Vaduz
Principality of Liechtenstein
Name Citizenship
KURT L. BUECHEL Liechtenstein
CRISTOPH B. FUCHS Liechtenstein
The following principals have a business address of:
William Blair & Co.,
International
Park House
16 Finsbury Circus
London Ec2M 7DJ England<PAGE>
<PAGE>
Name Citizenship
MADELYN S. BYRNE USA
STEFAN P. CHALIGNE France
JOHN M. DRAPER USA
The principal business of William Blair & Company, L.L.C., is as an
investment banker, securities broker/dealer and investment manager.
All of the principals listed above, except as noted below, have as
their principal occupations one or more of these activities or the
administrative support for these activities.
MacKenzie, Shipp and Walfish are also general partners of William
Blair Mezzanine Capital Partners, L.P.<PAGE>
<PAGE>
EXHIBIT INDEX
Page
Exhibit Document Description Number
Exhibit A-1 Agreement pursuant to Rule 20
13d-1(f)(1)(iii).
Exhibit K Amendment Agreement dated 23
as of May 10, 1996, by and between
the Mezzanine Fund, the Issuer,
Eagle, Pacific and Arrow.
Exhibit L Warrant dated May 10, 1996, 45
exercisable for the purchase of
750,000 shares of Stock.
Exhibit M Co-sale Agreement dated as of 56
May 10, 1996 by and between the
Mezzanine Fund, Harry W. Spell,
William H. Spell, Bruce A. Richards,
Richard W. Perkins and the Spell Family
Foundation.
Exhibit N Irrevocable Proxy. 61<PAGE>
