UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VIRUS RESEARCH INSTITUTE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
927920108
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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)
March 21, 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 99 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 927920108 Page 2 of 99 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 902,963
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
902,963
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 902,963
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)
10.25%
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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 99 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 927920108 Page 3 of 99 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 902,963
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
902,963
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 902,963 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)
10.25%
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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 99 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 927920108 Page 4 of 99 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 902,963
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
902,963
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 902,963 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)
10.25%
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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 99 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 927920108 Page 5 of 99 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 682,921
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
682,921
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,921
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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)
7.75%
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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 99 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 927920108 Page 6 of 99 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 9,182
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,182
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,182
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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)
.1%
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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 6 of 99 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
Virus Research Institute, Inc. (the "Company"), whose principal executive
offices are located at 61 Moulton Street, Cambridge, Massachusetts 02138.
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"); and Lexington Partners IV, L.P.
("Lexington IV"), which are sometimes referred to collectively
herein as the "Reporting Persons." Concord II 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.
<PAGE>
-2-
Lexington IV, a limited partnership organized on behalf of certain
officers of Dillon Read to invest in securities issued in transactions in which
Dillon Read is involved, was formed under the laws of the State of Delaware and
has its principal office and business address at 535 Madison Avenue, New York,
New York 10022.
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 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.
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.
Except as set forth in Exhibits A, B and C 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 March 17, 1993, Dillon Read, as agent, Concord II and Lexington IV
purchased Series B Preferred Stock ("Series B Preferred Stock"). On April 21,
1994, Dillon Read, as agent, Concord II and Lexington IV purchased Series C
Preferred Stock ("Series C Preferred Stock", and, together with the Series B
Preferred Stock, the "Preferred Stock".) On each of October 4, 1995, November
13, 1995 and December 13, 1995, Dillon Read, as agent, and Concord II purchased
promissory notes of the Company (collectively, the "Promissory Notes"). The
Preferred Stock and the Promissory Notes were convertible into Common Stock.
<PAGE>
-4-
With respect to the investments made by each of the Funds in the
Company, Concord II 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,
210,860 shares of Common Stock (including 2,764 warrants) owned of record by
Dillon Read (the "Agency Shares") are held by it as agent for certain managing
directors, former managing directors, officers and former officers of Dillon
Read listed on Exhibit D, attached hereto and incorporated herein by reference,
under powers of attorney pursuant to which Dillon Read has been granted sole
voting power and sole investment power with respect to such securities. The
source and the aggregate amount of funds used to purchase the Common Stock by
each of the persons listed on Exhibit D hereto is set forth in Exhibit D 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 861,736 $3,870,335.95
Lexington IV 9,182 41,999.65
Dillon Read 208,096 947,347.90
</TABLE>
Item 4. Purpose of Transaction
All of the shares of Common Stock were acquired by the Reporting
Persons in transactions originally involving investments in the Company by the
Reporting Persons, 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 210,860 Agency Shares
(including 2,764 warrants) owned of record by it pursuant to powers of attorney
executed by the individuals listed on Exhibit D 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 Represents the number of shares of Common Stock of the Company issued upon
conversion of the Preferred Stock and the Promissory Notes.
<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 March 21, 1997, DR Holding and DRI may be deemed pursuant to Rule 13d-3 under
the Act ("Rule 13d-3") to beneficially own 902,963 shares of Common Stock
(including 20,449 warrants), representing 10.25% 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 March 21, 1997, Dillon Read may be deemed pursuant to Rule 13d-3 to
beneficially own 902,963 shares of Common Stock (including 20,449 warrants)(and
including the 210,860 Agency Shares held by Dillon Read as agent for the persons
listed on Exhibit D hereto), representing 10.25% of the Outstanding Shares.
<PAGE>
-7-
As of March 21, 1997, Concord II beneficially owns 682,921 shares of
Common Stock (including 17,685 warrants), representing 7.75% of the Outstanding
Shares. Lexington IV beneficially owns 9,182 shares of Common Stock,
representing .1% of the Outstanding Shares.
In addition, as of March 21, 1997, DRI and the individuals named in
Exhibit D hereto may be deemed to beneficially own the 210,860 Agency Shares
(including 2,764 warrants), representing 2.4% 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 D hereto, which is incorporated herein by reference.
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) From February 12, 1997, through March 21, 1997, the Fund sold the
following shares:
Trade Net Price
Date Quantity Per Share
Concord Partners II, L.P. 02/12/97 12,500 7.18
02/13/97 30,000 7.28
02/14/97 800 7.55
02/18/97 10,000 7.43
02/19/97 10,000 7.43
02/20/97 15,000 7.47
02/21/97 10,000 7.80
02/24/97 5,000 7.80
02/25/97 200 7.80
02/28/97 500 7.80
03/03/97 500 7.68
03/06/97 24,500 8.20
03/07/97 2,500 8.18
03/08/97 3,000 8.18
03/20/97 2,000 7.43
03/21/97 70,000 7.18
(d) To the best knowledge of the Reporting Persons, no person other
than those identified in this Schedule has the right to receive or the power to
direct the receipt of
<PAGE>
-8-
dividends from, or the proceeds from the sale of, the securities reported on
this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
Attached hereto and incorporated herein by reference is Exhibit G,
Form of Warrant, with respect to the warrants to purchase Common Stock of the
Company, issued to certain of the Reporting Persons. Attached hereto and
incorporated herein by reference is Exhibit H, Form of Warrant Agreement, with
respect to the warrants to purchase Common Stock of the Company, issued to
certain of the Reporting Persons.
Item 7. Material to be Filed as Exhibits
Exhibit A - Executive Officers and Directors of Dillon,
Read Holding Inc.
Exhibit B - Executive Officers and Directors of Dillon,
Read Inc.
Exhibit C - Executive Officers and Directors of Dillon,
Read & Co. Inc.
Exhibit D - Ownership of Common Stock by Managing Direc-
tors, Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Exhibit E - Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit F - Form of Power of Attorney Executed by Persons
Listed in Exhibit D.
Exhibit G - Form of Warrant.
Exhibit H - Form of Warrant Agreement.
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
-------------------------
Chairman
<PAGE>
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
--------------------------
Attorney-in-Fact
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
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Dennis Adler
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 575
AMOUNT AND SOURCE
OF FOUNDS: $2,499.30
PERCENTAGE OF
COUTSTANDING COMMON
STOCK: .006%
NAME: Karen Adler-Esterow
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 804 (includes 10 warrants)
AMOUNT AND SOURCE
OF FUNDS: $3,499.30
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .009%
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,919
AMOUNT AND SOURCE
OF FUNDS: $54,191.40
PERCENTAGE OF
OUTSTANDING COMMON STOCK: .1%
NAME: John G. Brim
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 14,493 (includes 360 warrants)
AMOUNT AND SOURCE
OF FUNDS: $59,189.95
PERCENTAGE OF
OUTSTANDING COMMON STOCK: .1%
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James P. Connelly
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,670
AMOUNT AND SOURCE
OF FUNDS: $7,498.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Graham K. Crooke*
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,375
AMOUNT AND SOURCE
OF FUNDS: $6,600
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
* In addition, Mr. Crooke owns 1,125 shares which he purchased, in the open
market, at a price of $6.50 per share.
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT D
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: 1,718
AMOUNT AND SOURCE
OF FUNDS: $7,849.75
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Kathleen M. Devlin
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,874 (includes 49 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,998.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: David Dewey
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 230
AMOUNT AND SOURCE
OF FUNDS: $1,000.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
NAME: Charles P. Durkin, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,448
AMOUNT AND SOURCE
OF FUNDS: $15,000.25
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James L. Elrod, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,146
AMOUNT AND SOURCE
OF FUNDS: $14,067.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
NAME: Marc Fasteau
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,452 (includes 67 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,729 (includes 91 warrants)
AMOUNT AND SOURCE
OF FUNDS: $15,000.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
NAME: Martin J. Flynn
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 968 (includes 11 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,000.56
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Harry Hagerty, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,315
AMOUNT AND SOURCE
OF FUNDS: $6,000.05
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Thomas J. Hartfield
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 351 (includes 9 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,499.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .004%
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 10,246 (includes 249 warrants)
AMOUNT AND SOURCE
OF FUNDS: $41,070.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: Anthony B. Helfet
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,208
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: E. Terri Herman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 352 (includes 9 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,408.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .004%
NAME: Diana Hoadley
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 485 (includes 6 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,999.55
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Franklin W. Hobbs, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,654 (includes 31 warrants)
AMOUNT AND SOURCE
OF FUNDS: $11,067.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Robert H. Hotz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,634 (includes 64 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,550.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Peter H. Imhoff
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 661 (includes 8 warrants)
AMOUNT AND SOURCE
OF FUNDS: $3,000.00
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .007%
NAME: Craig A.T. Jones
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,146 (includes 99 warrants)
AMOUNT AND SOURCE
OF FUNDS: $34,999.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09%
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Roger C. Jones
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 787
AMOUNT AND SOURCE
OF FUNDS: $3,515.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .009%
NAME: W. Howard Keenan, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 996 (includes 12 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,219.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Gregory P. Knapp
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,756 (includes 43 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,034.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Douglas Lake
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,096
AMOUNT AND SOURCE
OF FUNDS: $4,999
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Peter G. LaFleche
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 208
AMOUNT AND SOURCE
OF FUNDS: $1,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .002%
NAME: Frederick Malek
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,510 (includes 71 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,312 (includes 28 warrants)
AMOUNT AND SOURCE
OF FUNDS: $9,999.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Robert Moulton-Ely
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,171 (includes 30 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000.
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,405 (includes 182 warrants)
AMOUNT AND SOURCE
OF FUNDS: $30,000.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
NAME: John Murabito
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,125
AMOUNT AND SOURCE
OF FUNDS: $5,079.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: David W. Niemiec
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 10,955
AMOUNT AND SOURCE
OF FUNDS: $49,999.45
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Thomas L. Piper III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,756 (includes 43 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,054.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James F. Reilly
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,464 (includes 133 warrants)
AMOUNT AND SOURCE
OF FUNDS: $21,999.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
NAME: Bret E. Russell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,659 (includes 20 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,054.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,316 (includes 40 warrants)
AMOUNT AND SOURCE
OF FUNDS: $14,067.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
NAME: Kenneth M. Schmidt
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,558 (includes 141 warrants)
AMOUNT AND SOURCE
OF FUNDS: $49,999.45
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Andrew J. Silver
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,756 (includes 43 warrants)
AMOUNT AND SOURCE
OF FUNDS: $7,034.80
PERCENTAGE OF
OUTSTANDING COMMON STOCK: .02%
NAME: Stuart L. Sindell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 469 (includes 12 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: H.C. Bowen Smith
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,774 (includes 213 warrants)
AMOUNT AND SOURCE
OF FUNDS: $35,170.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: Michael I. Somers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,421
AMOUNT AND SOURCE
OF FUNDS: $11,000.10
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Danforth W. Starr
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,510 (includes 71 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
NAME: Jason D. Sweet
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 469 (includes 12 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: F. Davis Terry, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,343 (includes 61 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON .03%
STOCK:
NAME: Wayne Thornbrough
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,899 (includes 121 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,000.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: James T. Tierney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 878 (includes 121 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,000.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: James Treco
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 787
AMOUNT AND SOURCE
OF FUNDS: $3,516
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .009%
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Harry Tyson
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,747
AMOUNT AND SOURCE
OF FUNDS: $24,999.45
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
NAME: Robert Weeden
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,756
AMOUNT AND SOURCE
OF FUNDS: $7,034.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: William Weiant
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,887 (includes 43 warrants)
AMOUNT AND SOURCE
OF FUNDS: $8,440.10
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: George H. Weiler, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,887
AMOUNT AND SOURCE
OF FUNDS: $7,000.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,661 (includes 42 warrants)
AMOUNT AND SOURCE
OF FUNDS: $21,102.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Edward B. Whitney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,975 (includes 60 warrants)
AMOUNT AND SOURCE
OF FUNDS: $35,170.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,291 (includes 99 warrants)
AMOUNT AND SOURCE
OF FUNDS: $28,135.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09%
NAME: Kazuo Yamada
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,122 (includes 80 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: Robert A. Young
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 10,995
AMOUNT AND SOURCE
OF FUNDS: $49,999.45
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
SCHEDULE 13D
EXHIBIT E
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
Dated: April 3, 1997
<PAGE>
SCHEDULE 13D
EXHIBIT F
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Dillon, Read & Co. Inc. ("Dillon Read"), acting through
any of its duly authorized officers, the true and lawful agent and
attorney-in-fact of the undersigned with respect to all matters arising in
connection with the under- signed's accepting, holding and disposing of
investment opportunities that may be presented by Dillon Read to the undersigned
from time to time, including but not limited to (i) investments in companies in
which Concord Partners, a New York limited partnership, Concord Partners II, a
Delaware limited partnership, Saratoga Partners, a Delaware limited partnership,
Saratoga Partners II, a Delaware limited partnership, Yorktown Energy Partners,
a Delaware limited partnership, The Second Charterhouse Buy-Out Fund, a Delaware
limited partnership, France Capital Developpement, a fund organized under the
laws of France, or The Sudimer Buy-Out Fund N.V., a Netherlands Antilles
corporation, or any similar investment fund is also an investor, and (ii)
investments directly in Dillon, Read Industrial Development Capital Fund, a
limited partnership established under the laws of England, The Portugal Property
Fund, a Netherlands Antilles corporation, or any similar
<PAGE>
investment fund (each such investment being referred to herein as an
"Investment"). Such appointment shall become effective with respect to any
Investment upon written notification by the undersigned to Dillon Read that the
undersigned wishes to accept such Investment. Without limiting the foregoing,
Dillon Read shall have full power and authority: (A) to execute and deliver or
otherwise make for and on behalf of the undersigned in such form as Dillon Read
may, from time to time, approve, (i) a purchase agreement relating to each
Investment, (ii) any amendments to or waivers regarding any such purchase
agreement, and (iii) any other agreements or certificates in connection with
such Investment; (B) to vote or otherwise act with respect to any securities
acquired in an Investment in its sole discretion; and (C) to dispose, on behalf
of the undersigned, at any time or from time to time, of all or any specified
portion of any Investment, without any prior notification to the undersigned,
and in connection therewith to execute and deliver or otherwise make for or on
behalf of the undersigned in such form as Dillon Read may approve, and at such
time and under such circumstances as Dillon Read may decide, (i) a sales
agreement relating to such Investment, and (ii) any other agreements or
certificates in connection with the sale of such Investment; in each case,
unless and until the undersigned becomes the record holder of such securities,
and Dillon Read shall have the sole and exclusive authority to determine when to
transfer the
<PAGE>
record ownership of an Investment to the undersigned (in which case this power
of attorney (other than the next two succeeding paragraphs) shall cease with
respect to such Investment).
Dillon Read's approval of the form of any document or certificate
shall be conclusively evidenced by Dillon Read's execution thereof.
The undersigned hereby ratifies and confirms all that said agent and
attorney-in-fact may do by virtue hereof. The undersigned also hereby ratifies,
confirms and adopts all actions taken prior to this date by Dillon Read on the
undersigned's behalf in connection with any Investment in which the undersigned
has participated and hereby irrevocably releases Dillon Read and any of its
affiliates from any present or future claims, losses or liability in connection
with the power of attorney granted hereby, any Investment or any act or omission
by Dillon Read in connection therewith.
This appointment shall be irrevocable with respect to any Investment
once the purchase agreement for such Investment has been executed and delivered
on behalf of the undersigned pursuant hereto or otherwise.
<PAGE>
This power of attorney and any action taken hereunder by Dillon Read
shall not be affected by the subsequent disability, incompetence or death of the
undersigned and any such action shall be binding upon the heirs, executors,
legal representatives and assigns of the undersigned.
- ------------------------ -----------------------------
(Date) (Signature)
- ------------------------ -----------------------------
(Place of Execution) (Print Name)
<PAGE>
2,684 Warrants
SCHEDULE 13 D
EXHIBIT G
THESE WARRANTS AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION
THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES
IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN SECOND AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT DATED AS OF APRIL 8, 1994 AND AS AMENDED FROM
TIME TO TIME THEREAFTER AMONG VIRUS RESEARCH INSTITUTE, INC. AND PARTIES
SIGNATORY THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR
EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF
THIS CERTIFICATE TO THE SECRETARY OF VIRUS RESEARCH INSTITUTE, INC.
FORM OF WARRANT
To Subscribe for and Purchase Common Stock of
VIRUS RESEARCH INSTITUTE, INC.
THIS CERTIFIES THAT, for value received, DILLON, READ & CO., INC. or
its assigns (hereinafter referred to as the "Holder"), is the holder of the
number of warrants (the "Warrants") set forth above, each of which represents
the right to purchase one fully paid and non-assessable share of Common Stock,
par value $0.001 per share (the "Common Stock") of Virus Research Institute,
Inc., a Delaware corporation (the "Company"), at the price of $0.65 per share
(the "Exercise Price"), at any time from the date hereof to and including the
expiration date, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. The Warrants represented by this warrant
certificate (the "Warrant Certificate") are issued, pursuant to the Warrant
Agreement, dated as of September 14, 1995 between the Company and the Holder
(herein called the "Agreement").
1. Exercise of Warrants.
(a) The Warrants may be exercise by the Holder, in whole or in
part (but not as to a fractional share of Common Stock), by the surrender of
this Warrant Certificate, together with a properly endorsed Notice of Exercise
in the form at-
<PAGE>
tached hereto at the office of any duly appointed transfer agent for the Common
Stock or at the office of the Company at 61 Moulton Street, Cambridge, MA 02139,
and upon payment to the Company, or for the account of the Company, by cash or
by certified check or bank draft, of the Exercise Price for such shares.
Certificates for the shares so purchased shall be delivered to the Holder after
the Warrants shall have been so exercised, and, unless the Warrants have
expired, a new warrant certificate representing the unexercised Warrants, if
any, shall also be issued to the Holder at that time.
(b) Notwithstanding any provisions herein to the contrary, if
the fair market value of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising the
Warrants for cash, the Holder may elect to receive shares equal to the value (as
determined below) of the Warrants (or the portion thereof being cancelled) in
which event the Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula:
X = Y (A-B)
A
Where X = the number of shares of Common Stock to be issued to the
Holder
Y = the number of shares of Common Stock purchasable under the
Warrants or, if only a portion of the Warrants is being
exercised, the portion of the Warrants being cancelled (at the
date of such calculation
A = the fair market value of one share of the Company's Common
Stock (at the date of such calculation)
B = Exercise Price (as adjusted to the date of such calculation)
For purposes of the above calculation, fair market value of one share of Common
Stock shall be determined by the Company's Board of Directors in good faith;
provided, however, that where there exists a public market for the Company's
Common Stock at the time of such exercise, the fair market value per share shall
be the average of the closing bid and asked prices of the Common Stock quoted in
the Over-The-Counter Market Summary or the last price of the Common Stock or the
closing price quoted on the NASDAQ National Market System or on any exchange on
which the Common Stock is listed, whichever is applicable, as published in The
Wall Street Journal for the five (5) trading days prior to the date of
determination of fair market value.
2
<PAGE>
Notwithstanding the foregoing, in the event the Warrants are exercised in
connection with the Company's initial public offering of Common Stock, the fair
market value per share shall be the per share offering price to the public of
the Company's initial public offering.
2. Shares to be Issued; Reservation of Shares. All shares of Common
Stock which may be issued upon the exercise of the Warrants will, upon issuance,
be validly authorized, issued and outstanding, fully paid and non-assessable.
The Company agrees that, during the period within which the Warrants may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of its Common Stock to provide for the exercise of
the Warrants and will at its expense expeditiously upon each such reservation of
shares procure the listing thereof (subject to issuance or notice of issuance)
on all stock exchanges, if any, on which the Common Stock may then be listed.
3. Adjustment of Exercise Price. The Exercise Price in effect from time
to time shall be subject to adjustment as follows:
(a) Stock Dividends and Splits. In case the Company shall
declare a dividend or other distribution payable in Common Stock or shall
subdivide or reclassify its Common Stock into a greater number of shares of
Common Stock, the Exercise Price hereunder in effect immediately prior to such
action shall be proportionately reduced.
(b) Stock Combinations. In case the Company shall combine or
reclassify all of the outstanding Common Stock of the Company proportionately
into a small number of shares, the Exercise Price hereunder in effect
immediately prior to such combination or reclassification shall be
proportionately increased.
(c) Reorganization. If any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation, or the sale of all or substantially all
of its assets to another corporation shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provisions shall be made whereby the Holder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of the Common Stock of the Company
immediately theretofore issuable upon exercise of the Warrants, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock immediately
theretofore issuable upon exercise of the Warrants had such reorganization,
reclassification, consolidation, merger or sale not
3
<PAGE>
taken place; and in any such case appropriate provisions shall be made with
respect to the rights and interest of the Holder to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Exercise
Price and of the number of shares issuable upon the exercise of the Warrants)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation, merger or sale, unless
prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall assume by a written
instrument executed and mailed by registered mail or delivered to the Holder at
the address as shown on the records of the Company, the obligation of the
Company to deliver to the Holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Holder may be entitled to upon
exercise of the Warrants.
(d) Anti-dilution. If the Company shall, at any time or from
time to time after the date hereof, issue any shares of Common Stock or other
securities (including options or other rights) convertible into, or exchangeable
or exercisable for, shares of Common Stock, in each case other than Excluded
Stock (as such term is defined in the Company's Fifth Restated Certificate of
Incorporation, as amended and restated from time to time (the "Certificate of
Incorporation")) or any securities issued pursuant to a waiver from the
anti-dilution provision set forth in this Section 3(d) executed by a majority of
holders of these Warrants and similar warrants issued by the Company in
connection with that certain Loan Agreement, dated as of September 14, 1995,
among the Company and certain lenders signatory thereto, without consideration
or for a consideration per share less than the Exercise Price in effect
immediately prior to the issuance of such Common Stock or other securities, the
Exercise Price in effect immediately prior to each such issuance shall
automatically be reduced, effective immediately upon the closing of such
issuances in order to increase the number of shares of Common Stock into which
the Warrants are exercisable, to a price determined by dividing (A) an amount
equal to the sum of (x) the number of shares of Common Stock outstanding
immediately prior to such issuance multiplied by the then existing applicable
Exercise Price, and (y) the consideration, if any, received by the Company from
such issuance, by (B), the total number of shares of Common Stock outstanding
immediately after such issuance, provided that, for purposes of this Section
3(d) all shares of Common Stock issuable upon exercise of the Warrants shall be
deemed to be outstanding. For the purposes of calculating any adjustment of the
Exercise Price pursuant hereto, the provisions of Section A.7(d)(i) of the
Certificate of Incorporation shall apply.
4
<PAGE>
(e) Adjustment of Number of Shares. Upon each adjustment of
the Exercise Price, the number of shares of Common Stock purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by
multiplying the number of shares purchasable immediately prior to such
adjustment in the Exercise Price by a fraction, the numerator of which shall be
the Exercise Price immediately prior to such adjustment and the denominator of
which shall be the Exercise Price immediately thereafter.
(f) Notice of Adjustment. Upon each adjustment of the Exercise
Price, the Company shall give prompt written notice thereof addressed to the
Holder at the address of the Holder as shown on the records of the Company,
which notice shall state the Exercise Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares issuable upon the
exercise of the Warrants, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
4. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Warrants. If, upon
exercise of the Warrants, the Holder would, except for the provisions of this
paragraph 4, be entitled to receive a fractional share of Common Stock, then the
Holder shall receive in lieu thereof one full share of Common Stock, without any
additional payment to the Company therefor.
5. Notice of Capital Changes. At the time:
(a) the Company shall declare any dividend or distribution payable
to the holders of its Common Stock;
(b) there shall be any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation
or business organization; or
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
the Company, in any one or more of said cases, shall give the Holder written
notice, by registered mail, of the date on which a record shall be taken for
such dividend or distribution or for determining shareholders entitled to vote
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up and of the date when any such transaction
shall take place, as the case may be. Such notice shall also specify the date as
of which the holders of Common Stock of record shall participate in such
dividend or distribution, or shall be entitled to exchange their Common
5
<PAGE>
Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding up, as the case may be. Such written notice shall be given at least 30
days prior to the transaction in question and not less than 20 days prior to the
record date in respect thereof.
6. Registration Under the Securities Act of 1933. The Holder shall be
entitled to the same "demand" and "piggy-back" registration rights, and shall be
subject to the terms, conditions and restrictions with respect to the
registration and sale of such stock, as that set forth in the Second Amended and
Restated Stockholders' Agreement, dated as of April 8, 1994 and amended as of
December 24, 1994, and as amended from time to time thereafter (the
"Stockholders' Agreement") among the Company and the Investors (as defined in
the Stockholders' Agreement), the terms and provisions of which are hereby
incorporated herein by this reference thereto; provided that the registration
rights granted hereunder shall only be exercised in tandem with the exercise of
registration rights under the Stockholders' Agreement.
7. Expiration Date. As used herein "expiration date" shall mean December
14, 2005.
8. Exchange or Replacement. This Warrant Certificate is exchangeable,
upon the surrender hereof by the Holder at the office of the Company referred to
in paragraph 1 hereof for a new warrant certificate of like tenor representing
in the aggregate the right to subscribe for and purchase the number of shares
which may be subscribed for and purchased hereunder, such new warrant
certificate to represent the right to subscribe for and purchase the number of
shares that shall be designated by the Holder at the time of such surrender.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Certificate and, in the case of any
such loss, theft or destruction, upon delivery of a bond of indemnity
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant Certificate, the Company will issue
to the Holder hereof a new warrant certificate of like tenor, in lieu of this
Warrant Certificate, representing the right to subscribe for and purchase the
number of shares which may be subscribed for and purchased hereunder.
9. General Laws. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.
[End of Text]
6
<PAGE>
IN WITNESS WHEREOF, Virus Research Institute, Inc. has caused this
Warrant Certificate to be signed by its duly authorized officers under its
corporate seal, and this Warrant Certificate to be dated as of December 14,
1995.
VIRUS RESEARCH INSTITUTE, INC.
[Seal]
By: /s/ David H. Ramsdell
---------------------------
David H. Ramsdell
Chief Financial Officer
Attest:
/s/ Paul W. Lee
Paul W. Lee
Assistant Secretary
7
<PAGE>
FORM OF
NOTICE OF EXERCISE
TO: Virus Research Institute, Inc.
1. The undersigned hereby elects to purchase ________ shares of the
Common Stock, $.001 par value per share, of Virus Research Institute, Inc.
("VRI") pursuant to the terms of the attached Warrant Certificate.
2. Please issue a certificate representing said shares of Common Stock,
$.001 par value per share, in the name of the undersigned.
3. The undersigned represents that the aforesaid shares of Common Stock,
$.001 par value per share, are being acquired for the account of the undersigned
for investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares unless pursuant to the Warrant Agreement
dated as of September 14, 1995 between the undersigned and VRI.
Dated:
DILLON, READ & CO., INC.
By:
-------------------
Name:
Title:
8
<PAGE>
SCHEDULE 13 D
EXHIBIT H
FORM OF WARRANT AGREEMENT
Dated as of [ ]
[Investor]
Ladies and Gentlemen:
In connection with your loan to Virus Research Institute, Inc. (the
"Company") in the principal amount of $[ ], the parties hereto desire that
you be issued the Warrants (as defined below upon the terms and conditions set
forth below):
1. As additional consideration for your loan, the Company hereby agrees
to issue to you that number of warrants representing [ ]% of the total
outstanding indebtedness owed to you on the last day of each 30-day period
subsequent to the date hereof under the Promissory Note dated as of [ ]
(the "Note") issued to you by the Company. The warrants shall be exercisable for
shares of Common Stock $.001 par value per share (the "Common Stock") of the
Company, at an exercise price of $.[ ] per share (the "Warrants"), on the terms
and subject to the conditions set forth in the warrant certificate attached
hereto as Exhibit A (the "Warrant Certificate"). The number of warrants
representing 100% of the total indebtedness on the date hereof under the Note
shall be the maximum number of Warrants that you may acquire hereunder. The
Warrants will be exercisable for a period of ten (10) years.
2. You understand that the Warrants to be acquired by you hereunder (or
the shares of the Company's Common Stock issued to you upon exercise of the
Warrants (the "Warrant Shares")) have not been registered under the Securities
Act of 1933, as amended (the "Act") or the securities laws of any state. You
hereby represent and warrant that you are acquiring the Warrants and the Warrant
Shares for your own account for investment and not with a view to, or for resale
in connection with, any "distribution" as that term is used in the Act and the
rules and regulations of the Securities and Exchange Commission (the "SEC")
thereunder (or all or any portion thereof), and no sale or transfer thereof may
be effected without an effective registration statement or an opinion of counsel
of the holder thereof, satisfactory to the Company, that such registration is
not required under the Act. In connection with the foregoing, you understand
that the Warrants and the certificate for the Warrant Shares will be imprinted
with a legend making reference to such transfer restrictions.
3. This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns and you and your successors and assigns.
<PAGE>
Page 2
4. Notwithstanding anything herein to the contrary, the Warrants shall
be governed by the terms and conditions set forth in the Warrant Certificate.
5. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
6. Borrower agrees to pay the reasonable legal fees and expenses
incurred in connection with the transactions contemplated hereunder.
7. The Company agrees to amend its Restated Certificate of
Incorporation as is necessary to provide for a sufficient number of authorized
shares of Common Stock to be reserved for issuance pursuant to the exercise of
the Warrants.
8. Borrower agrees to use its best efforts to cause and maintain at all
times a sufficient number of shares of Common Stock to be reserved for issuance
pursuant to the exercise of outstanding Warrants.
[Remainder of page intentionally left blank.]
<PAGE>
Page 3
Please sign and return a copy of this letter to signify your agreement
to the foregoing. As set forth more fully above, the Company will deliver to you
a Warrant Certificate at the end of each 30-day period indebtedness on the Note
is outstanding.
Very truly yours,
VIRUS RESEARCH INSTITUTE, INC.
By:
--------------------------
David Ramsdell
Vice President - Finance
Agreed and Accepted:
[Investor]
By: [ ]
By:
-----------------------
Name:
Title:
