UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UROCOR, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
91727P105
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(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 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 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 2 of 100 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Holding Inc.
I.R.S. No. 13-3634771
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,717,708
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,717,708
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 1,717,708
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)
17.1%
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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 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 3 of 100 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 1,717,708
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,717,708
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 1,717,708 shares
attributed to it through its ownership of Dillon, Read and Co. Inc..
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
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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 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 4 of 100 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 1,717,708
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,717,708
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 1,717,708 shares held for managed
accounts and the reporting person disclaims beneficial ownership in
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)
17.1%
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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 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 5 of 100 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 1,124,028
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,124,028
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,028
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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)
11.2%
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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 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 6 of 100 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners Japan Limited
I.R.S. No. 22-3012759
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 256,700
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
256,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 6 of 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 7 of 100 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners III, L.P.
I.R.S. No. 13-3577723
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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
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 28,290
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
28,290
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,290
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
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14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 7 of 100 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 91727P105 Page 8 of 100 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
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 13,143
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,143
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,143
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 8 of 100 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
UroCor, Inc. (the "Company"), whose principal executive offices are located at
800 Research Parkway, Oklahoma City, Oklahoma 73104.
Item 2. Identity and Background
This statement is filed by each of the following per-
sons: (i) Dillon, Read Holding Inc. ("DR Holding"); (ii) Dillon,
Read Inc. ("DRI"); (iii) Dillon, Read & Co. Inc. ("Dillon Read");
(iv) Concord Partners II, L.P. ("Concord II"); (v) Concord
Partners Japan Limited ("Concord Japan"); (vi) Lexington Partners
III, L.P. ("Lexington III"); and (vii) Lexington Partners IV,
L.P. ("Lexington IV"), which are sometimes referred to collec-
tively herein as the "Reporting Persons." Concord II, Concord Japan,
Lexington III and Lexington IV are sometimes referred to collec-
tively herein as the "Funds."
DR Holding is a corporation organized under the laws of the State of
Delaware, whose principal office and business address is c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The principal
business of DR Holding is the ownership of all of the outstanding shares of
common stock of DRI.
DRI, a wholly owned subsidiary of DR Holding, is a corporation
organized under the laws of the State of Delaware, whose principal office and
business address is c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. Dillon Read, a wholly owned subsidiary of DRI, is a
corporation organized under the laws of the State of Connecticut, whose
principal office and business address is 535 Madison Avenue, New York, New York
10022. The principal business of DRI is the ownership of all of the outstanding
shares of common stock of Dillon Read, whose principal business is investment
banking and securities brokerage and trading.
Concord II, a limited partnership organized under the laws of the
State of Delaware, has its principal office and business address at 535 Madison
Avenue, New York, New York 10022. The principal business of Concord II is
investing in venture capital transactions.
Concord Japan is a corporation organized under the laws of the
Bahamas, whose principal office and business address is c/o RoyWest Trust
Corporation (Bahamas) Limited, West Bay Street, Nassau, Bahamas. The principal
business of Concord Japan is investing in venture capital transactions.
<PAGE>
-2-
Lexington III, 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. 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 III provides
that the management, operation and investment policy (which includes the right
to vote or power to direct the disposition of securities) of Lexington III shall
be vested exclusively in its general partner, which is Dillon Read. The
partnership agreement with respect to Lexington IV provides that the management,
operation and investment policy (which includes the right to vote and power to
direct the disposition
<PAGE>
-3-
of securities) of Lexington IV shall be vested exclusively in its general
partner, which is DRMC Inc. DRMC Inc. is wholly owned by DRI, and as such, DRI
may have the power to vote and the power to dispose of the securities reported
in this Schedule 13D as being owned by Lexington IV.
Pursuant to a management agreement, Dillon Read has been appointed
manager of Concord Japan, and as such, has the power to vote and the power to
dispose of the securities reported in this Schedule 13D as being owned by
Concord Japan.
The names, addresses, citizenships and principal occupations or
employments of the respective directors and executive officers of DR Holding,
DRI and Dillon Read are set forth in Exhibits A, B and C, respectively, attached
hereto, which are incorporated herein by reference. The names, addresses,
citizenships and principal occupations or employments of the directors and
executive officers of Concord Japan are set forth in Exhibit D, attached hereto,
which is incorporated herein by reference.
Except as set forth in Exhibits A, B, C and D hereto and in the
following paragraph, none of the Reporting Persons, nor, to the best knowledge
of any of the Reporting Persons, any other person identified pursuant to this
Item 2, within the last five years was (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or a finding of any violations of such
laws.
On January 16, 1992, Dillon Read (along with 97 other securities
firms), without admitting or denying any findings, consented to the entry of an
Order in settlement of an SEC Administrative Proceeding (File No. 3-7646)
entitled In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings
that Dillon Read made and kept certain records that did not accurately reflect
Dillon Read's customers' orders for certain GSE securities in violation of
Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided
that Dillon Read shall cease and desist from any violation in the future, pay a
penalty of $100,000, and maintain policies and procedures reasonably designed to
ensure future compliance with the provisions of Section 17(a) and Rules 17a-3
and 17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
On November 26, 1991, September 28, 1992, March 31, 1994 and June 6,
1995, Dillon Read, as agent, and each of the Funds purchased Series B, C, D and
E, respectively, of preferred stock of the Company (the "Preferred Stock"). Such
Preferred Stock was converted, on a one-for-one basis, on May 16, 1996, the date
of the initial public offering of the Company into shares of Common Stock.
<PAGE>
-4-
With respect to the investments made by each of the Funds in the
Company, Concord II, Concord Japan, Lexington III 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, 295,547 shares of Common Stock (including 13,226 warrants)
owned of record by Dillon Read (the "Agency Shares") are held by it as agent for
certain managing directors, former managing directors, officers and former
officers of Dillon Read listed on Exhibit E, attached hereto and incorporated
herein by reference, under powers of attorney pursuant to which Dillon Read
has been granted sole voting power and sole investment power with respect to
such securities. The source and the aggregate amount of funds used to purchase
the Common Stock by each of the persons listed on Exhibit E hereto is set forth
in Exhibit E hereto. The table below sets forth the aggregate amount of funds
used in making the purchases of the Common Stock by each of the Funds and Dillon
Read, as agent.
<PAGE>
-5-
<TABLE>
<CAPTION>
Common Stock
Originally Total Price of
Purchaser Purchased(1) Common Stock
- --------- ------------ --------------
<S> <C> <C>
Concord II 1,594,001 $4,101,512.91
Concord Japan 364,530 1,264,011.19
Lexington III 28,290 54,166.73
Lexington IV 12,343 49,999.55
Dillon Read 282,321 987,480.85
</TABLE>
As of March 27, 1997, Dillon Read was short 3,187 shares of Common
Stock (the "Market-Making Shares"), all of which were purchased in the ordinary
course of Dillon Read's market-making activities. See Item 4 below for further
information regarding Dillon Read's market-making activiites.
Item 4. Purpose of Transaction
All of the shares of Common Stock were acquired by the Reporting
Persons in transactions originally involving investments by the Reporting
Persons in the Company, as more fully described in Item 3 of this Schedule 13D.
On February 11, 1997, Dillon Read commenced market-making activities
in the Common Stock in the ordinary course of Dillon Read's securities brokerage
and trading activities. The Market-Making Shares were purchased in the ordinary
course of such market-making activities. As such Dillon Read may acquire or
dispose of shares of Commmon Stock for its own account. Such market-making is
not for the purpose of effecting any of the actions enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D and may be discontinued at any time
without notice. At any time, Dillon Read may be long or short in its position
with respect to the Common Stock. At March 27, 1997, Dillon Read was short 3,187
Market-Making Shares.
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 295,547 Agency Shares
owned of record by it pursuant to powers of attorney executed by the individuals
listed on Exhibit E hereto.
By reason of Dillon Read's relationship with the Funds (see Item 2),
Dillon Read may be in a position to influence whether the Company engages in
certain corporate transactions, including those transactions enumerated under
paragraphs (a) through (j) of Item 4 of Schedule 13D.
- --------
1 Represents the number of shares of Common Stock of the Company
issued upon conversion of the Preferred Stock.
<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 27, 1997, DR Holding and DRI may be deemed pursuant to Rule 13d-3
under the Act ("Rule 13d-3") to beneficially own 1,717,708 shares of Common
Stock (including 105,723 warrants), representing 17.1% 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 27, 1997, Dillon Read may be deemed pursuant to Rule 13d-3 to
beneficially own 1,717,708 shares of Common Stock (including 105,723 warrants,
and including the 295,547 Agency Shares held by Dillon Read as agent for the
persons listed on Exhibit E hereto), representing 17.1% of the Outstanding
Shares.
<PAGE>
-7-
As of March 27, 1997, Concord II beneficially owns 1,124,028 shares
of Common Stock (including 86,527 warrants), representing 11.2% of the
Outstanding Shares. Concord Japan beneficially owns 256,700 shares of Common
Stock (including 5,170 warrants), representing 2.6% of the Outstanding Shares.
Lexington III beneficially owns 28,290 shares of Common Stock, representing .3%
of the Outstanding Shares. Lexington IV beneficially owns 13,143 shares of
Common Stock (including 800 warrants), representing .1% of the Outstanding
Shares.
In addition, as of March 27, 1997, DRI and the individuals named in
Exhibit E hereto may be deemed to beneficially own the 295,547 Agency Shares
(including 13,226 warrants), representing 2.9% of the Outstanding Shares;
however, pursuant to powers of attorney executed by each such individual in
favor of Dillon Read, Dillon Read has been granted sole voting power and sole
investment power with respect to the Agency Shares. Accordingly, each such
person disclaims beneficial ownership of the Agency Shares held by Dillon Read
for his economic benefit. The name of each such person and the number of Agency
Shares and other shares of Common Stock and the percentage of the Outstanding
Shares as to which each such person disclaims or affirms beneficial ownership
are set forth in Exhibit E hereto, which is incorporated herein by reference.
Pursuant to its partnership agreement, on February 11, 1997, Concord
II distributed an aggregate of 372,500 shares of Common Stock to its partners.
Except as set forth herein, to the best knowledge of the Reporting
Persons, none of the other persons identified in this filing currently owns, or
has any right to acquire, any shares of the Common Stock.
(b) As noted in Items 2 and 5(a), Dillon Read has the voting power
and investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by the Funds, and with respect to the
Agency Shares. By reason of their relationship with one another, Dillon Read,
DRI and DR Holding may be deemed to share voting and dispositive powers as to
all of the shares of Common Stock reported in Item 5(a) that Dillon Read may be
deemed to beneficially own; however, as noted above, DR Holding and DRI disclaim
beneficial ownership of such shares.
(c) From December 11, 1996, through February 27, 1997, the Funds sold
the following shares:
Trade Net Price
Date Quantity Per Share
---- -------- ---------
Concord Partners II, L.P. 12/11/96 8,800 9.41
12/12/96 2,400 9.44
12/13/96 8,000 9.44
12/15/96 28,000 9.54
01/03/97 32,800 9.70
01/07/97 4,000 10.19
01/08/97 8,000 10.06
01/10/97 12,000 10.11
02/27/97 80,000 10.18
Concord Partners Japan LTD 12/11/96 2,200 9.41
12/12/96 600 9.44
12/13/96 2,000 9.44
12/15/96 7,000 9.54
01/03/97 8,200 9.70
01/07/97 1,000 10.19
01/08/97 2,000 10.06
01/10/97 3,000 10.11
02/25/97 10,000 10.50
02/26/97 57,000 10.12
02/27/97 20,000 10.18
<PAGE>
-8-
(d) To the best knowledge of the Reporting Persons, no person other
than those identified in this Schedule has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
Dillon Read currently makes a market in the Common Stock in the
ordinary course of its securities brokerage and trading activities. Such
market-making may be discontinued at any time without notice.
Attached hereto and incorporated herein by reference is Exhibit I,
Form of Stock Purchase Warrant, with respect to the warrants to purchase Common
Stock of the Company, issued to certain of the Reporting Persons.
Item 7. Material to be Filed as Exhibits
Exhibit A - Executive Officers and Directors of Dillon,
Read Holding Inc.
Exhibit B - Executive Officers and Directors of Dillon,
Read Inc.
Exhibit C - Executive Officers and Directors of Dillon,
Read & Co. Inc.
Exhibit D - Executive Officers and Directors of Concord
Partners Japan Limited.
Exhibit E - Ownership of Common Stock by Managing Direc-
tors, Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Exhibit F - Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit G - Form of Power of Attorney Executed by Persons
Listed in Exhibit E.
Exhibit H - Market-Making Transactions.
Exhibit I - Form of Stock Purchase Warrant.
<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 III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
--------------------------
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
-------------------------
Chairman
<PAGE>
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
--------------------------
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
--------------------------
Attorney-in-Fact
Dated: March 31, 1997
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read &
Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: Jan Hessel Lindenbergh
RESIDENCE OR ING Bank
BUSINESS ADDRESS: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
PRINCIPAL OCCUPATION:
(a) Name: ING Bank
(b) Address: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
(c) Title: Director
CITIZENSHIP: HOLLAND
<PAGE>
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Barbara T. Alexander
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Sharyar Aziz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Tamara A. Baum
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James H. Brandi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William S. Brenizer
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James C. Brennan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John G. Brim
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Michael A. Cilia
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Frank V. Colombo
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Kenneth S. Crews
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: David M. Dickson, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Charles P. Durkin, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Blair W. Effron
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Raul P. Esquivel
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Thomas J. Hartfield
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Anthony B. Helfet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 555 California Street, Suite 4950
San Francisco, CA 94104
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 555 California Street, Suite 4950
San Francisco, CA 94104
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William O. Hiltz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert H. Hotz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: James W. Hunt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Peter H. Imhoff
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Yerger Johnstone
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
NAME: Craig A.T. Jones
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 260 Franklin Street - 15th Floor
Boston, MA 02110
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 260 Franklin Street - 15th Floor
Boston, MA 02110
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Patrick J. Landers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Bryan H. Lawrence
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: J. Richard Leaman, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R. Macek
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 120 Wall Street
New York, NY 10005
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 120 Wall Street
New York, NY 10005
(c) Title: Controller, Director and Managing
Director
CITIZENSHIP: USA
NAME: Daniel F. Marciano
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Cynthia R. Melcher
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Richard J. Milligan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert Moulton-Ely
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H. Mullin, III
RESIDENCE OR Ridgeway Farm Inc.
BUSINESS ADDRESS: Route 2
Box 380
Brookneal, VA 24528
PRINCIPAL OCCUPATION:
(a) Name: Ridgeway Farm Inc.
(b) Address: Route 2
Box 380
Brookneal, VA 24528
(c) Title: Shade Tree Farmer
CITIZENSHIP: USA
NAME: Christian L. Oberbeck
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Victor A. Pelson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Robert A. Pilkington
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Thomas L. Piper, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Jerome H. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William P. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Eric W. Roberts
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenneth M. Schmidt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: H.C. Bowen Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R.S. Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Danforth H. Starr
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Jason D. Sweet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: F. Davis Terry, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: France
NAME: Edward B. Whitney
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: John E. Wilson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Robert A. Young
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Simon A. Borrows
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Director
CITIZENSHIP: UK
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: James R.C. Lupton
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Executive Director
CITIZENSHIP: UK
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Michael D.G. Ross
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: UK
<PAGE>
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Heiichi Hamaoka
RESIDENCE OR Nissan Motor Co., Ltd.
BUSINESS ADDRESS: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nissan Motor Co., Ltd.
(b) Address: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
(c) Title: Managing Director,
Nissan Motor Co., Ltd.
CITIZENSHIP: Japan
NAME: Gentaro Kawase
RESIDENCE OR Nippon Life Insurance Company
BUSINESS ADDRESS: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Life Insurance Company
(b) Address: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
(c) Title: Chairman, Nippon Life Insurance
Company
CITIZENSHIP: Japan
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Takashi Imai
RESIDENCE OR Nippon Steel Corporation
BUSINESS ADDRESS: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Steel Corporation
(b) Address: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
(c) Title: Representative Director and Exec-
utive Vice President, Nippon
Steel Corporation
CITIZENSHIP: Japan
NAME: Yoh Kurosawa
RESIDENCE OR The Industrial Bank of Japan, Ltd.
BUSINESS ADDRESS: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: The Industrial Bank of Japan, Ltd.
(b) Address: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
(c) Title: President, The Industrial Bank of
Japan, Ltd.
CITIZENSHIP: Japan
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Toyko, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Toyko, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Amerex S.A.
RESIDENCE OR Coutts & Company (Bahamas) Ltd.
BUSINESS ADDRESS: West Bay Street
Nassau, Bahamas
PRINCIPAL OCCUPATION:
(a) Name: Coutts & Company (Bahamas) Ltd.
(b) Address: West Bay Street
Nassau, Bahamas
(c) Title: Supervisor of Company Services and
Secretary of Coutts & Company
(Bahamas) Ltd.
CITIZENSHIP: Bahamas
<PAGE>
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Unless otherwise indicated, all purchases were made with individual
funds.
NAME: Sharyar Aziz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,326
AMOUNT AND SOURCE
OF FUNDS: $10,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Kaj Ahlburg
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,200 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Charles A. Ballard
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,326
AMOUNT AND SOURCE
OF FUNDS: $10,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: John P. Birkelund
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 53,115
AMOUNT AND SOURCE
OF FUNDS: $124,995.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .5%
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: James H. Brandi
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,000 (includes 1,000 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
NAME: William S. Brenizer
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,600 (includes 600 warrants)
AMOUNT AND SOURCE
OF FUNDS: $15,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Richard C. Cavallero
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,200 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Patrick Ciampi
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,338
AMOUNT AND SOURCE
OF FUNDS: $2,500.44
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: James P. Connelly
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 465
AMOUNT AND SOURCE
OF FUNDS: $1,999.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
NAME: Douglas A. Darby
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,859
AMOUNT AND SOURCE
OF FUNDS: $11,000.26
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: $.04%
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Kathleen M. Devlin
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,363 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: James L. Elrod, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,673
AMOUNT AND SOURCE
OF FUNDS: $4,999.92
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Karen Adler-Esterow
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 709 (includes 60 warrants)
AMOUNT AND SOURCE
OF FUNDS: $3,000.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .007%
NAME: Peter M. Flanigan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 13,639 (includes 400 warrants)
AMOUNT AND SOURCE
OF FUNDS: $36,668.18
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Harry Hagerty
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 698
AMOUNT AND SOURCE
OF FUNDS: $3,001.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .007%
NAME: Thomas J. Hartfield
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 349
AMOUNT AND SOURCE
OF FUNDS: $1,500.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003%
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: John H. F. Haskell, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 12,000 (includes 2,000 warrants)
AMOUNT AND SOURCE
OF FUNDS: $50,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: E. Terri Herman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 473 (includes 40 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,001.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Diana Hoadley
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 240 (includes 20 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,000.00
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .002%
NAME: Franklin W. Hobbs, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 13,639 (includes 400 warrants)
AMOUNT AND SOURCE
OF FUNDS: $36,668.18
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Robert H. Hotz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,864 (includes 520 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,499.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
NAME: Craig A. T. Jones
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,485 (includes 100 warrants)
AMOUNT AND SOURCE
OF FUNDS: $20,163.51
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: W. Howard Keenan, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,098 (includes 400 warrants)
AMOUNT AND SOURCE
OF FUNDS: $13,001.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Gregory P. Knapp
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,200 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Peter G. Lafleche
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 938 (includes 40 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,001.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .009%
NAME: James H. Laird
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,935
AMOUNT AND SOURCE
OF FUNDS: $2,999.87
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Douglas Lake
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,410
AMOUNT AND SOURCE
OF FUNDS: $10,333.67
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Peter H. Leidel
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,178 (includes 80 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,001.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Nathan Leight
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,163
AMOUNT AND SOURCE
OF FUNDS: $5,000.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Mark D. Mayer
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,400 (includes 400 warrants)
AMOUNT AND SOURCE
OF FUNDS: $10,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Alan P. Merrill
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 240 (includes 40 warrants)
AMOUNT AND SOURCE
OF FUNDS: $1,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .002%
NAME: Richard H. Montague
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,163
AMOUNT AND SOURCE
OF FUNDS: $5,000.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Robert Moulton-Ely
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 480 (includes 40 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 21,582
AMOUNT AND SOURCE
OF FUNDS: $50,000.07
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .2%
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: David W. Niemiec
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 14,101 (includes 800 warrants)
AMOUNT AND SOURCE
OF FUNDS: $59,994.30
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: Thomas L. Piper, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,178 (includes 80 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,001.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: James F. Riley
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,526 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $15,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: Eric W. Roberts
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 960 (includes 160 warrants)
AMOUNT AND SOURCE
OF FUNDS: $4,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Peter J. Ross
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,200 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $5,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Bret E. Russell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,334
AMOUNT AND SOURCE
OF FUNDS: $7,999.74
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,813 (includes 1,000 warrants)
AMOUNT AND SOURCE
OF FUNDS: $49,995.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
NAME: Gerard A. Salata
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 930
AMOUNT AND SOURCE
OF FUNDS: $3,999
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Peter N. Schaeffer
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 480 (includes 80 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .004%
NAME: Kenneth M. Schmidt
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,813 (includes 1,000 warrants)
AMOUNT AND SOURCE
OF FUNDS: $49,995.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Paul Sclafani
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,163
AMOUNT AND SOURCE
OF FUNDS: $5,000.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Stuart L. Sindell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 516 (includes 86 warrants)
AMOUNT AND SOURCE
OF FUNDS: $2,150
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT E
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: 4,365 (includes 400 warrants)
AMOUNT AND SOURCE
OF FUNDS: $19,997.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
NAME: Michael I. Somers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,783
AMOUNT AND SOURCE
OF FUNDS: $18,334.99
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .07%
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT E
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: 2,326
AMOUNT AND SOURCE
OF FUNDS: $10,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Jason D. Sweet
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 720 (includes 120 warrants)
AMOUNT AND SOURCE
OF FUNDS: $3,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .007%
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: F. Davis Terry, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,526 (includes 200 warrants)
AMOUNT AND SOURCE
OF FUNDS: $15,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: James T. Tierney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 465
AMOUNT AND SOURCE
OF FUNDS: $1,999.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Wayne Thornbrough
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,139
AMOUNT AND SOURCE
OF FUNDS: $34,997.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
NAME: William Weiant
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,326
AMOUNT AND SOURCE
OF FUNDS: $10,001.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: George H. Weiler, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 930
AMOUNT AND SOURCE
OF FUNDS: $3,999
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Lorenzo D. Weisman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 13,639
AMOUNT AND SOURCE
OF FUNDS: $36,668.18
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Edward B. Whitney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,907 (includes 500 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000.10
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
NAME: George A. Wiegers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,000 (includes 1,000 warrants)
AMOUNT AND SOURCE
OF FUNDS: $25,000
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06%
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Richard C. Yancey
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,072
AMOUNT AND SOURCE
OF FUNDS: $9,999.79
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .05%
NAME: Robert A. Young
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,627
AMOUNT AND SOURCE
OF FUNDS: $49,996.10
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
<PAGE>
SCHEDULE 13D
EXHIBIT F
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, that the annexed Statement on
Schedule 13D and all amendments thereto shall be filed on behalf of each of
them.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
------------------------------
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
------------------------------
Chairman
<PAGE>
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
------------------------------
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
------------------------------
Attorney-in-Fact
Dated: March 31, 1997
<PAGE>
SCHEDULE 13D
EXHIBIT G
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Dillon, Read & Co. Inc. ("Dillon Read"), acting through
any of its duly authorized officers, the true and lawful agent and
attorney-in-fact of the undersigned with respect to all matters arising in
connection with the under- signed's accepting, holding and disposing of
investment opportunities that may be presented by Dillon Read to the undersigned
from time to time, including but not limited to (i) investments in companies in
which Concord Partners, a New York limited partnership, Concord Partners II, a
Delaware limited partnership, Saratoga Partners, a Delaware limited partnership,
Saratoga Partners II, a Delaware limited partnership, Yorktown Energy Partners,
a Delaware limited partnership, The Second Charterhouse Buy-Out Fund, a Delaware
limited partnership, France Capital Developpement, a fund organized under the
laws of France, or The Sudimer Buy-Out Fund N.V., a Netherlands Antilles
corporation, or any similar investment fund is also an investor, and (ii)
investments directly in Dillon, Read Industrial Development Capital Fund, a
limited partnership established under the laws of England, The Portugal Property
Fund, a Netherlands Antilles corporation, or any similar
<PAGE>
investment fund (each such investment being referred to herein as an
"Investment"). Such appointment shall become effective with respect to any
Investment upon written notification by the undersigned to Dillon Read that the
undersigned wishes to accept such Investment. Without limiting the foregoing,
Dillon Read shall have full power and authority: (A) to execute and deliver or
otherwise make for and on behalf of the undersigned in such form as Dillon Read
may, from time to time, approve, (i) a purchase agreement relating to each
Investment, (ii) any amendments to or waivers regarding any such purchase
agreement, and (iii) any other agreements or certificates in connection with
such Investment; (B) to vote or otherwise act with respect to any securities
acquired in an Investment in its sole discretion; and (C) to dispose, on behalf
of the undersigned, at any time or from time to time, of all or any specified
portion of any Investment, without any prior notification to the undersigned,
and in connection therewith to execute and deliver or otherwise make for or on
behalf of the undersigned in such form as Dillon Read may approve, and at such
time and under such circumstances as Dillon Read may decide, (i) a sales
agreement relating to such Investment, and (ii) any other agreements or
certificates in connection with the sale of such Investment; in each case,
unless and until the undersigned becomes the record holder of such securities,
and Dillon Read shall have the sole and exclusive authority to determine when to
transfer the
<PAGE>
record ownership of an Investment to the undersigned (in which case this power
of attorney (other than the next two succeeding paragraphs) shall cease with
respect to such Investment).
Dillon Read's approval of the form of any document or certificate
shall be conclusively evidenced by Dillon Read's execution thereof.
The undersigned hereby ratifies and confirms all that said agent and
attorney-in-fact may do by virtue hereof. The undersigned also hereby ratifies,
confirms and adopts all actions taken prior to this date by Dillon Read on the
undersigned's behalf in connection with any Investment in which the undersigned
has participated and hereby irrevocably releases Dillon Read and any of its
affiliates from any present or future claims, losses or liability in connection
with the power of attorney granted hereby, any Investment or any act or omission
by Dillon Read in connection therewith.
This appointment shall be irrevocable with respect to any Investment
once the purchase agreement for such Investment has been executed and delivered
on behalf of the undersigned pursuant hereto or otherwise.
<PAGE>
This power of attorney and any action taken hereunder by Dillon Read
shall not be affected by the subsequent disability, incompetence or death of the
undersigned and any such action shall be binding upon the heirs, executors,
legal representatives and assigns of the undersigned.
- ------------------------ -----------------------------
(Date) (Signature)
- ------------------------ -----------------------------
(Place of Execution) (Print Name)
<PAGE>
SCHEDULE 13D
EXHIBIT H
Market-Making Transactions in UroCor. Inc. Common Stock
by Dillon, Read & Co. Inc. During Past Sixty Days
Trade Date Buy/Sell Quantity Net Price Per Share
02/11/97 S 300 6.000
02/11/97 S 1,000 6.000
02/11/97 S 1,000 6.000
02/12/97 S 1,000 6.000
02/14/97 S 1,000 5.750
02/14/97 S 200 5.750
02/14/97 B 2,000 5.625
02/14/97 B 2,500 5.625
02/14/97 S 300 6.000
02/18/97 S 180 11.000
02/18/97 S 600 10.750
02/18/97 S 1,400 10.750
02/21/97 S 2,000 10.625
02/24/97 S 2,000 10.750
02/24/97 S 1,500 10.750
02/25/97 B 1,000 10.250
02/27/97 S 2,000 10.625
02/27/97 S 300 10.625
02/27/97 S 400 10.500
02/27/97 S 1,540 10.500
02/27/97 B 9,800 10.250
02/27/97 S 1,400 10.375
02/27/97 S 500 10.375
02/27/97 S 2,000 10.250
02/27/97 S 2,500 10.250
02/27/97 B 10,000 10.125
02/28/97 S 2,500 10.375
02/28/97 S 2,600 10.375
02/28/97 S 2,500 10.375
02/28/97 S 2,000 10.375
02/28/97 B 10,000 10.250
02/28/97 S 1,000 10.375
02/28/97 S 100 10.875
03/03/97 S 700 10.750
03/03/97 S 1,300 10.625
03/03/97 S 2,000 10.750
03/04/97 S 2,000 10.750
03/04/97 S 350 10.750
03/04/97 S 250 10.750
03/04/97 B 5,000 10.500
03/06/97 S 100 10.750
03/18/97 B 1,000 9.375
03/18/97 B 1,000 8.875
03/19/97 B 1,000 8.000
03/19/97 S 1,000 9.000
03/19/97 S 1,000 8.125
03/19/97 S 2,000 8.625
03/21/97 S 800 9.375
03/21/97 S 1,000 9.375
03/21/97 B 3,000 9.000
03/25/97 B 1,000 9.125
03/25/97 S 700 9.250
03/27/97 S 100 9.375
03/27/97 S 300 9.375
03/27/97 S 2,800 9.375
As of 3/27/97 The Market Making account is short 3,187 shares.
<PAGE>
SCHEDULE 13 D
EXHIBIT I
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION
WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY.
FORM OF STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
UroCor, Inc.
THIS CERTIFIES that, for value received, Dillon, Read & Co.,
Inc., as Agent ("Warrantholder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time before 5:00 p.m. (Oklahoma City,
Oklahoma time) on June 2, 2000, to subscribe for and purchase from UroCor, Inc.,
a Delaware corporation (the "Company"), 13,226 shares of the fully paid and
nonassessable shares of the Company's Common Stock, $.01 par value per share
("Common Stock"), at $5.00 per share ("Exercise Price"). The Exercise Price and
the number of shares for which this warrant (this "Warrant") is exercisable
shall be subject to adjustment as provided herein.
This Warrant and the other stock purchase warrants in the same
form dated the date hereof were issued pursuant to Section 2.3 of a Series E
Preferred Stock and Series EG Purchase Agreement made as of the 2nd day of June,
1995 (the "Purchase Agreement"), to which the Warrantholder and the Company are
parties. The term "Warrants" shall refer to all Warrants issued pursuant to
Section 2.3 of the Purchase Agreement.
1. Exercise of Warrant.
(a) The purchase rights represented by this Warrant are
exercisable by Warrantholder, in whole at any time or in part from time to time,
prior to termination of this Warrant, by the surrender of this Warrant, together
with the Notice of Exercise attached hereto duly completed and executed, at the
office of the Company at 2925 United Founders Boulevard, Oklahoma City, Oklahoma
73112-3939 (or such other office or agency of the Company as it may designate by
notice in writing to Warrantholder at the address thereof appearing on the books
of the
<PAGE>
-2-
Company), and upon payment of the Exercise Price of the shares thereby purchased
(by cash or by check or bank draft payable to the order of the Company);
whereupon the Company shall, at its expense, deliver to Warrantholder as soon as
practicable a certificate representing the number of shares of Common Stock so
purchased. The Company will place on each certificate a legend substantially the
same as that appearing on this Warrant, in addition to any legend required by
any applicable state or federal law. If this Warrant is exercised in part, the
Company will issue to Warrantholder a new Warrant upon the same terms as this
Warrant but for the balance of shares of Common Stock for which this Warrant
remains exercisable. Irrespective of the date of issuance and delivery of any
certificates with respect thereto, shares of Common Stock purchased by exercise
of this Warrant as provided herein shall be, and be deemed to be, issued to
Warrantholder as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered as aforesaid.
(b) Certificates for shares purchased hereunder shall be
delivered to Warrantholder promptly after the date on which this Warrant shall
have been exercised as aforesaid.
(c) The Company covenants that all shares of Common Stock
which may be issued upon the exercise of rights represented by this Warrant
will, upon issuance and payment therefor, be validly issued, fully paid and
nonassessable and free from all preemptive rights, taxes, liens and charges in
respect of the issue thereof.
2. No Fractional Share or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu thereof, the Company shall pay cash equal to any such
fractional shares, based upon the then applicable Exercise Price.
3. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
Warrantholder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of Warrantholder.
4. No Rights as Shareholder. This Warrant does not entitle
Warrantholder, by virtue solely of the ownership of this Warrant, to any voting
rights or other rights as a shareholder of the Company prior to the exercise
hereof.
<PAGE>
-3-
5. Exchange and Registry of Warrant.
(a) This Warrant is exchangeable, upon the surrender hereof by
Warrantholder at the above-mentioned office or agency of the Company, for a new
Warrant of like tenor and dated as of such exchange, or for new Warrants of like
tenor and dated the date of such exchange, exercisable for no more than the
aggregate number of shares of Common Stock equal to the number of shares for
which the Warrant so exchanged was exercisable in denominations designated by
the Warrantholder at the time of surrender.
(b) The Company shall maintain at the above-mentioned office
or agency a registry showing the name and address of Warrantholder. This Warrant
may be surrendered for exchange, transfer or exercise, in accordance with its
terms, at such office or agency of the Company, and the Company shall be
entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.
6. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.
7. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal holiday.
8. Cash Distributions. No adjustment on account of cash dividends or
interest on the Common Stock or other securities purchasable hereunder will be
made to the Exercise Price.
9. Adjustment of Warrant Shares and Exercise Price.
(a) In the event the Company shall at any time after the date
hereof subdivide (by way of a stock split) or declare a stock dividend or
combine the outstanding shares of Common Stock, the Exercise Price shall
forthwith be proportionately
<PAGE>
-4-
decreased in the case of a subdivision or stock dividend or increased in the
case of a combination and the number of shares of Common Stock deliverable upon
the exercise of this Warrant shall be determined by (i) dividing the Exercise
Price in effect prior to such adjustment by the Exercise Price as adjusted, and
(ii) multiplying the resulting quotient by the number of shares of Common Stock
deliverable upon exercise of this Warrant immediately prior to such adjustment.
The provisions of this Section 9(a) shall similarly apply to successive
subdivisions, stock dividends or combinations.
(b) In the event, at any time after the date of this Warrant,
of any capital reorganization, or any reclassification of the stock of the
Company (other than a change in par value or as a result of a stock dividend or
subdivision or combination of shares), or the consolidation or merger of the
Company with or into another person (other than a consolidation or merger in
which the Company is the continuing entity and which does not result in any
change in the Common Stock or any rights with respect thereto), or similar
action, this Warrant shall, after such reogranization, reclassification,
consolidation, merger or similar action, be exercisable into the kind and number
of shares of stock or other securities or property of the Company or of the
entity resulting from such consolidation or surviving such merger to which
Warrantholder would have been entitled if immediately prior to such
reorganization, reclassification, consolidation, merger or similar action, he
had exercised this Warrant for Common Stock. The provisions of this Section 9(b)
shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers or similar actions.
10. Reservation and Issuance of Shares. The Company will at all times
keep reserved for issuance upon exercise of this Warrant, the number of shares
of Common Stock then issuable upon full exercise hereof. The Company covenants
that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of the purchase rights under this Warrant.
11. Notice of Adjustment. When any adjustment is required to be made
in the number of shares of Common Stock for which this Warrant is exercisable or
the Exercise Price, the Company shall promptly notify the Warrantholder of such
event, of the calculation by which such adjustment is to be made and of the
resulting number of such shares and Exercise Price.
<PAGE>
-5-
12. Amendments and Waivers. Neither this Warrant nor any term hereof
may be changed, waived, discharged or terminated orally or in writing, except
that any term of this Warrant may be amended by a written instrument executed by
the Company and the Warrantholder and the observance of any such term may be
waived (either generally or in a particular instance, and either retroactively
or prospectively) with (but only with) the written consent of the Company or the
Warrantholder, as the case may be, for whose benefit such term applies.
13. Communications. All notices or other communications hereunder
shall be in writing and shall be given by registered or certified mail (postage
prepaid and return receipt requested) or by facsimile transmission or sent by a
recognized overnight delivery service that can provide proof of delivery upon
request addressed to the Warrantholder or the Company at their respective
addresses as set forth in the Purchase Agreement or such other address as any
party may designate to the other in accordance with the aforesaid procedure.
14. Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto and of the holder of the Common Stock issued upon the exercise
hereof; provided, however, the Company may not assign its rights or delegate its
obligations hereunder.
15. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
conflicts of laws rules thereunder.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by one of its officers thereunto duly authorized.
UROCOR, INC.
Dated: June 2, 1995 By/s/ William A. Hagstrom
---------------------------------
William A. Hagstrom, President
<PAGE>
-6-
NOTICE OF EXERCISE
TO: UROCOR, INC,
1. The undersigned hereby elects to purchase _________ shares of
Common Stock of UroCor, Inc., pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price in full with respect to such
shares.
2. Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned.
[Warrantholder]
Date: _____________________ By __________________________
Name: ____________________
Title: ___________________
