CUSIP No. 12476P104 Page 1 of 11 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
CAI WIRELESS SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
12476P104
(CUSIP Number)
M. Louise Turilli, Esq.
Day, Berry & Howard, CityPlace I, Hartford, Connecticut 01603-3499
(860-275-0178)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. *(A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of the five percent or less of such
class.) (See Rule 13d-7.)
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>
CUSIP No. 12476P104 Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jared E. Abbruzzese
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
1,440,552
NUMBER OF 7. SOLE VOTING POWER
SHARES 20,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,440,552
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 20,000
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,460,552
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope E. Carter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
811,652
NUMBER OF 7. SOLE VOTING POWER
SHARES 20,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 811,652
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 20,000
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,652
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.05%
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 4 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph H. Abbruzzese
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
130,744
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 130,744
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,744
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%.
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 5 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Corotoman Company, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
0
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 6 of 11 Pages
AMENDMENT NO. 5 TO
SCHEDULE 13D
The undersigned reporting persons (the "reporting persons") hereby amend
and restate, as required by Regulation 13d-2(c), their Statement on Schedule
13D, dated January 17, 1994 (the "Schedule 13D"), as amended by Amendment No. 1
to the Schedule 13D dated as of March 29, 1995, Amendment No. 2 to the Schedule
13D dated as of January 2, 1996, Amendment No. 3 to the Schedule 13D dated as
of June 10, 1996, and Amendment No. 4 to the Schedule 13D dated as of November
13, 1996, relating to the common stock, no par value per share (the "Common
Stock"), of CAI Wireless Systems, Inc. (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
The reporting persons hereby set forth this Amendment No. 5 to the
Schedule 13D with respect to the Common Stock of the Issuer, a Connecticut
corporation (the "Issuer"), whose principal executive office is located at 18
Corporate Woods Boulevard, Third Floor, Albany, New York 12211.
ITEM 2. IDENTITY AND BACKGROUND.
Mr. Jared E. Abbruzzese, a citizen of the United States of America, is
and has been the Chairman and Chief Executive Officer and a Director of the
Issuer since its formation in 1991. The address of the principal executive
office of the Issuer is set forth in Item 1.
Mrs. Hope E. Carter, a citizen of the United States of America, is an
investor who resides at 492 Mariomi Road, New Canaan, Connecticut 06940, and is
the aunt of Jared E. Abbruzzese.
Mr. Joseph H. Abbruzzese, a citizen of the United States of America, is
an investor and restauranteur whose business address is 180 Madison Avenue,
Albany, New York 12207, and is the brother of Jared E. Abbruzzese.
The Corotoman Company, L.L.C., a Delaware limited liability company
("Corotoman"), with its executive office located at 18 Corporate Woods
Boulevard, Third Floor, Albany, New York 12211, was formed for the purpose of
investing family assets, including the holding of shares of Common Stock.
Prior to February 24, 1997, and as more fully described below in Item 4 of this
Amendment No. 5, Jared E. Abbruzzese, Mrs. Carter and Joseph H. Abbruzzese
owned 46.5%, 46.5% and 4%, respectively, of the outstanding membership
interests of Corotoman, and were the sole directors of Corotoman. The
Irrevocable Trust for the Descendants of Hope E. Carter (together with the
46.5% membership interest in Corotoman held by Mrs. Carter, the "Carter Family
Interest") and the Jared E. and Sherrie G. Abbruzzese Trust owned 1.5% and
1.5%, respectively, of the outstanding membership interests of Corotoman.
None of the reporting persons hereto or any of the executive officers or
directors of Corotoman, during the past five years, have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
have been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or have been found to have violated said securities
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
From November 13, 1996 (the date of reporting persons' most recent
filing on Schedule 13D) to December 31, 1996, sales of shares of Common Stock
were effected for the account of certain of the reporting persons primarily for
the purpose of generating proceeds to satisfy obligations under certain margin
arrangements maintained by such reporting persons at brokerage firms. Such
sales are reflected below in Item 5. As a result of this selling activity, the
reporting persons' interest in the Issuer decreased to 7.00% of the total
issued and outstanding Common Stock of Issuer at December 31, 1996.
<TABLE>
<CAPTION>
Price No. of Where and How
DATE CHARACTER OF TRANSACTION per SHARE SHARES TRANSACTION WAS EFFECTED
<S> <C> <C> <C> <C>
11/25/96 Disposition by Corotoman 3.1250 20,000 Open market*
11/26/96 Disposition by Corotoman 3.0000 800,000 Open market*
11/26/96 Disposition by Corotoman 3.2500 5,000 Open market*
11/26/96 Disposition by Corotoman 3.0000 15,000 Open market*
11/26/96 Disposition by Corotoman 3.0625 17,000 Open market*
11/26/96 Disposition by Corotoman 2.9375 11,000 Open market*
11/26/96 Disposition by Corotoman 2.8750 30,500 Open market*
11/27/96 Disposition by Corotoman 3.0000 8,500 Open market*
12/02/96 Disposition by Corotoman 2.8125 28,000 Open market*
12/02/96 Disposition by Corotoman 2.7500 20,000 Open market*
12/02/96 Disposition by Corotoman 2.6875 43,000 Open market*
12/02/96 Disposition by Corotoman 2.6420 40,000 Open market*
12/02/96 Disposition by Corotoman 2.6420 15,000 Open market*
12/02/96 Disposition by Corotoman 2.7638 45,000 Open market*
12/02/96 Disposition by Corotoman 2.5000 500,000 Open market*
12/04/96 Disposition by Corotoman 2.8125 7,000 Open market*
12/04/96 Disposition by Corotoman 2.7500 23,000 Open market*
12/05/96 Disposition by Corotoman 2.6875 18,000 Open market*
12/05/96 Disposition by Corotoman 2.7500 15,000 Open market*
12/05/96 Disposition by Corotoman 2.6875 17,000 Open market*
12/06/96 Disposition by Corotoman 1.3125 45,000 Open market*
12/06/96 Disposition by Corotoman 1.2500 10,000 Open market*
12/06/96 Disposition by Corotoman 1.3750 25,000 Open market*
12/06/96 Disposition by Corotoman 1.3125 50,000 Open market*
12/06/96 Disposition by Corotoman 1.2500 50,000 Open market*
12/06/96 Disposition by Corotoman 1.3125 40,000 Open market*
12/06/96 Disposition by Corotoman 1.4375 30,000 Open market*
12/06/96 Disposition by Corotoman 1.5000 20,000 Open market*
12/06/96 Disposition by Corotoman 1.2500 25,000 Open market*
12/06/96 Disposition by Corotoman 1.1875 10,000 Open market*
12/06/96 Disposition by Corotoman 1.2500 85,000 Open market*
12/06/96 Disposition by Corotoman 1.3750 10,000 Open market*
12/06/96 Disposition by Corotoman 1.5000 200,000 Open market*
12/06/96 Disposition by Corotoman 1.53125 300,000 Open market*
12/06/96 Disposition by Corotoman 1.41860 661,600 Open market*
12/06/96 Disposition by Corotoman 1.6250 20,000 Open market*
12/06/96 Disposition by Corotoman 1.5000 68,620 Open market*
12/13/96 Disposition by Corotoman 1.2212 25,000 Open market*
12/02/96 Disposition by J.E. 2.7375 125,000 Open market*
Abbruzzese
12/03/96 Disposition by J.E. 2.8750 50,000 Open market*
Abbruzzese
12/04/96 Disposition by J.E. 2.7563 50,000 Open market*
Abbruzzese
12/06/96 Disposition by J.E. 1.4186 108,400 Open market*
Abbruzzese
</TABLE>
_____________
* Sales made under Rule 144(k) promulgated under the Securities Act of 1933,
as amended, by lenders against shareholder default on margin obligations.
On February 24, 1997, the reporting persons and other entities entered
into that certain Agreement and Plan of Reorganization (the "Plan") relating
to, among other things, shares of the Issuer held by Corotoman. Pursuant to
the Plan, Corotoman made a pro rata distribution (the "Distribution") of all
shares of the Issuer held by Corotoman at the time of the Redemption (2,111,080
shares) to the members of Corotoman. In accordance with their respective
membership interests in Corotoman, each of Mr. Jared E. Abbruzzese and Mrs.
Carter received 981,652 shares of Common Stock (representing 2.42% of the
outstanding Common Stock on the date of the Distribution for each of Jared
Abbruzzese and Mrs. Carter), Mr. Joseph H. Abbruzzese received 84,444 shares of
Common Stock (representing less than 1% of the outstanding Common Stock on the
date of the Distribution) and each of (i) The Irrevocable Trust for the
Descendants of Hope E. Carter and (ii) The Jared E. and Sherrie G. Abbruzzese
Trust received 31,666 shares of Common Stock (representing less than 1% of the
outstanding Common Stock for on the date of the Distribution for each of these
trusts).
Also on that date, Corotoman fully redeemed (the "Redemption") the
Carter Family Interest in exchange for certain investment interests (other than
Common Stock of the Issuer) and an assumption of certain liabilities of
Corotoman. In connection with the Redemption, the Carter Family Interest was
surrendered to Corotoman. As a result of the Distribution and Redemption, as
of the date hereof, none of the reporting persons will continue to act as a
group with respect to the Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, each of the reporting persons respectively
owns beneficially the number of shares of Common Stock and the percentage of
the shares of Common Stock outstanding (40,540,539 as of December 31, 1996, the
date of the most recently available filing with the Securities and Exchange
Commission by the Issuer) that are set forth opposite such reporting person's
name below:
<PAGE>
CUSIP No. 12476P104 Page 7 of 11 Pages
<PAGE>
CUSIP No. 12476P104 Page 8 of 11 Pages
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK PERCENTAGE
<S> <C> <C>
THE COROTOMAN COMPANY, L.L.C. 0 N/A
MRS. HOPE E. CARTER
Individually: 811,652 2.00%
As a director of The Corotoman Foundation, Inc. *
(the "Foundation"): 20,000
Total Ownership: 831,652 2.05%
MR. JOSEPH H. ABBRUZZESE
Individually 130,744 *
MR. JARED E. ABBRUZZESE
Individually(1): 1,211,552 2.99%
As a director of the Foundation: 20,000 *
By family members: 229,000 *
Total Ownership: 1,460,552 3.60
</TABLE>
_______________________
(1) Includes 225,000 shares issuable upon the exercise of options granted
under the Issuer's 1995 Incentive Stock Plan exercisable currently or
within 60 days of the date hereof.
* Less than 1%.
(b) Each of the reporting persons has the following power to vote,
direct the voting of, dispose of, or direct the disposition of, shares of
Common Stock:
(i) Number of shares of Common Stock as to which the reporting
person has the sole power to vote, direct the voting of, dispose of, or
direct the disposition of:
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK
<S> <C>
The Corotoman Company, L.L.C.: 0
Mrs. Hope E. Carter: 811,652
Mr. Joseph H. Abbruzzese: 130,744
Mr. Jared E. Abbruzzese
Individually(1): 1,211,552
Shares held by family members: 229,000
Total: 1,440,552
</TABLE>
FOOTNOTE ON FOLLOWING PAGE
_______________________
(1) Includes 225,000 shares issuable upon the exercise of options
granted under the Issuer's 1995 Incentive Stock Plan exercisable
currently or within 60 days of the date hereof.
(ii) Number of shares of Common Stock as to which the reporting
person has the shared power to vote, direct the voting of, dispose of,
or direct the disposition of:
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK
<S> <C>
The Corotoman Company, L.L.C. 0
Mrs. Hope E. Carter
As a director of the Foundation: 20,000
Mr. Joseph H. Abbruzzese 0
Mr. Jared E. Abbruzzese
As a director of the Foundation: 20,000
</TABLE>
(c) Other than the following transactions, no transactions by the
reporting persons have occurred during the past sixty (60) days.
<TABLE>
<CAPTION>
Price No. of Where and How
DATE CHARACTER OF TRANSACTION per SHARE SHARES TRANSACTION WAS EFFECTED
<S> <C> <C> <C> <C>
02/20/97 Disposition by H.E. Carter 2.309 95,000 Open Market
02/21/97 Disposition by H.E. Carter 2.354 15,065 Open Market
02/26/97 Disposition by H.E. Carter 2.356 90,000 Open Market
03/17/97 Disposition by H.E. Carter 2.339 35,000 Open Market
03/26/97 Disposition by H.E. Carter 2.031 5,000 Open Market
03/31/97 Disposition by H.E. Carter 1.813 10,000 Open Market
04/02/97 Disposition by H.E. Carter 1.750 3,000 Open Market
04/03/97 Disposition by H.E. Carter 1.813 35,000 Open Market
04/04/97 Disposition by H.E. Carter 1.813 10,000 Open Market
04/04/97 Disposition by H.E. Carter 1.750 15,000 Open Market
04/07/97 Disposition by H.E. Carter 1.781 5,000 Open Market
04/08/97 Disposition by H.E. Carter 1.750 9,000 Open Market
04/08/97 Disposition by H.E. Carter 1.781 3,000 Open Market
04/14/97 Disposition by H.E. Carter 1.836 40,000 Open Market
</TABLE>
_______________________
(d) Relatives of Jared E. Abbruzzese have the right to receive and the
power to direct the receipt of dividends from, and receipt of the proceeds from
the sale of, an aggregate of 229,000 shares of Common Stock which Jared E.
Abbruzzese has transferred by gift to such relatives, but over which Jared E.
Abbruzzese retains voting control. Such interests do not relate, individually
or in the aggregate, to more than five percent (5%) of the outstanding Common
Stock as of March 31, 1997.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO
SECURITIES OF THE ISSUER
See description of the Agreement and Plan of Reorganization contained in
Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
10.1 Agreement and Plan of Reorganization dated
as of February 24, 1997
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 18, 1997
/s/Hope E. Carter
Hope E. Carter
Date: April 18, 1997
/s/Joseph H. Abbruzzese
Joseph H. Abbruzzese
Date: April 18, 1997
/s/Jared E. Abbruzzese
Jared E. Abbruzzese
Date: April 18, 1997 The Corotoman Company, L.L.C.
By:/s/Jared E. Abbruzzese
President
EXHIBIT 10.1
AGREEMENT AND PLAN
OF
REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") entered into as
of this 24th day of February, 1997, by and among Hope E. Carter ("HEC"),
Charles E. Carter ("CEC"), Jared E. Abbruzzese ("JEA"), Joseph H. Abbruzzese
("JHA"), Looscaunagh Investments L.L.C., a Delaware limited liability company
("Looscaunagh"), Glacier Capital L.L.C., a Delaware limited liability company
("Glacier"), Robert J. Miller and John E. Carter, solely in their capacities as
co-Trustees to Irrevocable Trust For Descendants of Hope Elliot Carter, Dated
November 12, 1993 (the "Carter Family Trust"), Joseph H. Abbruzzese and Sabino
Rodriguez, III, solely in their capacities as co-Trustees to Jared E. and
Sherrie G. Abbruzzese Trust, Dated November 15, 1993 (the "Abbruzzese Family
Trust"), Bazaguma Limited Partnership, a Connecticut limited partnership
("Bazaguma"), Wave Investments, L.L.C., a Connecticut limited liability company
("Wave Investments"), Wave Air, Inc., a Delaware corporation ("Wave Air"),
(HEC, CEC, Looscaunagh, Glacier and Carter Family Trust are sometimes referred
to herein as the "Carter Family" and JEA, JHA, Abbruzzese Family Trust,
Bazaguma, Wave Investments and Wave Air are sometimes referred to herein as the
"Abbruzzese Family" and with the Carter Family, collectively the "Principal
Parties"), and Cypress Capital L.L.C. ("Cypress"), Banyan Investments L.L.C.
("Banyan"), Haig Capital L.L.C. ("Haig"), The Corotoman Company, L.L.C.
("Corotoman"), each a Delaware limited liability company (Cypress, Banyan, Haig
and Corotoman, collectively, the "Corotoman Group Companies").
W I T N E S S E T H:
WHEREAS, the Carter Family and the Abbruzzese Family intend and desire to
separate their respective direct and indirect business interests in the
Corotoman Group Companies (the "Reorganization"); and
WHEREAS, the Principal Parties desire to evidence their agreements with
respect to the Reorganization in this Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE to take the actions specified
below and to make all reasonable efforts to conclude the Reorganization on the
following principles, terms and conditions as soon as practicable:
SECTION I
AGREEMENTS AND TRANSACTIONS
. GENERAL. The Reorganization shall be comprised of a series of
transactions intended to close simultaneously on the Closing Date (as defined
below).
. TRANSACTIONS RELATING TO CYPRESS.
. OPERATING AGREEMENTS. On or before the Closing Date, the
Carter Family members of Cypress and the Abbruzzese Family members of Cypress,
as set forth on SCHEDULE A hereto, shall execute the existing Cypress Operating
Agreement in the form attached as EXHIBIT A hereto.
. REDEMPTION. On the Closing Date, Cypress shall fully redeem,
and the Carter Family members of Cypress shall surrender, the interests of the
Carter Family members in Cypress in exchange for the consideration specified on
SCHEDULE A hereto.
. TRANSACTIONS RELATING TO BANYAN.
. OPERATING AGREEMENTS. On or before the Closing Date, the
Carter Family members of Banyan and the Abbruzzese Family members of Banyan, as
set forth on SCHEDULE B hereto, shall execute the existing Banyan Operating
Agreement in the form attached as EXHIBIT B hereto.
. SATISFACTION OF DEBT. On or before the Closing Date, Banyan
shall transfer to Corotoman the assets listed on SCHEDULE B hereto, in full
satisfaction of all outstanding debt to Corotoman related to the acquisition of
such assets.
. REDEMPTION. On the Closing Date, Banyan shall fully redeem,
and the Carter Family members of Banyan shall surrender, the interests of the
Carter Family members of Banyan in exchange for the consideration set forth on
SCHEDULE B hereto.
. TRANSACTIONS RELATING TO HAIG.
. REDEMPTION. On the Closing Date, Haig shall fully redeem,
and the Carter Family members of Haig shall surrender, the interests of the
Carter Family members of Haig as set forth on SCHEDULE C hereto, in exchange
for the consideration set forth thereon.
. DISTRIBUTION TO COROTOMAN. On or before the Closing Date,
Haig shall distribute to Corotoman the interests specified on SCHEDULE D
hereto. On the Closing Date, Corotoman shall in turn distribute to the Carter
Family members of Corotoman such interests, which shall include certain
investment rights as set forth on SCHEDULE D, pursuant to SUBPARAGRAPH 5.C.
below.
. TAX ALLOCATIONS. The parties agree that the current
allocations of income and loss contained in the limited liability company
agreement of Haig do not reflect the economic interests of the members of Haig
in its income or loss for 1996 in light of this Agreement. Accordingly, the
allocation provisions of such agreement shall be amended to provide that for
1996, the income or
loss of Haig shall be
allocated as set forth on SCHEDULE H, or all of the members of Haig shall
consent, on or prior to the Closing Date, to such allocation.
. TRANSACTIONS RELATING TO COROTOMAN.
. REDEMPTION. On the Closing Date, Corotoman shall fully
redeem, and the Carter Family members of Corotoman shall surrender, the
interests of the Carter Family members, as set forth on SCHEDULE E hereto, in
exchange for certain investment interests and an assumption of certain
liabilities as set forth below.
. CAI WIRELESS SYSTEMS, INC. STOCK. On the Closing Date, in
one or more transfers, Corotoman shall, as part of the redemption pursuant to
SUBPARAGRAPH 5.A. above, distribute pro rata to its members all of its shares
of common stock of CAI Wireless Systems, Inc. ("CAI"). The allocation of
specific share certificates shall be as provided on SCHEDULE F1 hereto.
. OTHER ASSETS. On the Closing Date, Corotoman shall, as part
of the redemption pursuant to SUBPARAGRAPH 5.A. above, distribute to the Carter
Family members the assets set forth on SCHEDULE F2.
. LIABILITIES. In connection with the redemption pursuant to
SUBPARAGRAPH 5.A. above:
. MARGIN ACCOUNTS. On the Closing Date, JEA shall assume
all obligations on the margin account(s) of Corotoman, or such accounts shall
otherwise have been satisfied, as specified on SCHEDULE G hereto.
. PAYABLES. The payables and funding commitments of the
Corotoman Group Companies, shall remain the post-closing responsibility of the
applicable Corotoman Group Companies, except that on or before the Closing
Date, the Carter Family shall have made arrangements to pay thirty thousand
dollars ($30,000) of legal fees to Day, Berry & Howard.
. TAX ALLOCATIONS. The parties agree that the current
allocations of income and loss contained in the limited liability company
agreements of Corotoman and Haig do not reflect the economic interests of the
members of Corotoman and Haig in their income or loss for 1996 and 1997 viewed
in light of this Agreement. Accordingly, the allocation provisions of such
agreement shall be amended to provide that the income or loss of Corotoman for
1996 shall be allocated among its members as set forth on SCHEDULE H, or all of
the members of Corotoman shall consent, on or prior to the Closing Date, to
such allocation. For 1997, the Carter Family members shall be allocated no net
income or loss from any of the Corotoman Group Companies.
. OTHER AGREEMENTS.
. CEC LETTER. On the Closing Date, JEA shall execute the
letter with respect to CEC in the form attached as EXHIBIT C hereto (the "CEC
Letter"). In the event that JEA, Corotoman or Haig is requested to provide a
reference or similar such information in regard to CEC, JEA, Corotoman or Haig
will confirm the statements contained in the CEC Letter, and JEA, Corotoman or
Haig will confirm that CEC resigned his employment to pursue other business
opportunities, but will not provide any further information or comments.
. INDEMNIFICATION OBLIGATIONS. JEA hereby agrees to indemnify
and hold harmless HEC from and against any losses, claims, demands, damages or
liabilities of any kind as a named defendant in any claim or litigation
involving securities law matters brought against Corotoman or CAI, including
but not limited to: (i) the class action suit brought in the U.S. District
Court, Northern District of New York by William Hughes, Michael Walsh and
Irving Ravens against Corotoman, JEA, JHA, HEC, CAI and Alan Sonnenberg
("Sonnenberg"), Civil Action No. 96-CV-1857, (ii) the class action suit brought
in the U.S. District Court, Northern District of New York by Joseph Germano
against CAI, JEA, JHA, HEC and Corotoman, Civil Action No. 97-CV-0037 and (iii)
the class action suit brought in the U.S. District Court, Northern District of
New York by Burton Klein and John J. Lyons against CAI, JEA, JHA, HEC,
Sonnenberg, Corotoman and John J. Prisco, Civil Action No. 97-CV-0088, but
excluding any loss, claim, demand, damage or liability of HEC that is
determined by final and non-appealable judgment of a court of competent
jurisdiction to have resulted primarily from actions taken by HEC in bad faith
or from HEC=s wilful misconduct, which actions are not currently known by JEA
or his counsel. JEA shall have the right to undertake, through counsel of his
own choosing and at his own expense, the settlement or defense thereof, and HEC
shall cooperate with him in connection therewith; PROVIDED, HOWEVER, that HEC
may participate in such settlement or defense through counsel chosen by HEC,
provided that the fees and expenses of such counsel shall be borne by HEC.
. ACCESS TO RECORDS. After the close of the transactions
contemplated herein, (i) the Abbruzzese Family shall have a right of reasonable
access, in connection with any post-closing audit or litigation, to any and all
records transferred to or retained by the Carter Family pursuant to
SUBPARAGRAPH 4.D. of SECTION IV below; and (ii) the Carter Family shall have a
right of reasonable access, in connection with any post-closing audit or
litigation, to any and all records transferred to or retained by the Abbruzzese
Family or the Corotoman Group Companies.
. CERTAIN CARTER FAMILY INVESTMENT RIGHTS. JEA hereby agrees
to undertake (or cause to be undertaken) the obligations set forth in SECTION 2
of SCHEDULE D hereto.
. CAI WIRELESS SYSTEMS, INC. STOCK. From the date hereof
through the date ninety (90) days following the Closing Date, the Abbruzzese
Family on the one hand, and the Carter Family, on the other hand, shall not be
entitled to sell more than fifty-two percent (52%) and forty-eight percent
(48%), respectively, of the aggregate number of shares of Common Stock of CAI
eligible for sale by the account of Corotoman pursuant to Rule 144(e)(1) under
the Securities Act of 1933, as amended, without the prior written consent of
the other such party. From the date hereof through ninety (90) days following
the Closing Date, JEA shall promptly cause CAI to notify HEC when the trading
window is open for affiliates of CAI.
. CHARITABLE OBLIGATIONS. The obligations of The Corotoman
Foundation, Inc. shall have been cancelled prior to the Closing Date.
SECTION II
REPRESENTATIONS AND WARRANTIES
. GENERAL. Each party hereby represents and warrants to each of the
other parties as of the Closing Date as follows:
. AUTHORITY. Such party has full power and authority to enter
into this Agreement and the other documents contemplated hereby and to perform
such party=s obligations hereunder and thereunder.
. VALID EXECUTION AND DELIVERY. This Agreement has been, and
the other documents contemplated hereby required to be delivered by such party
will be, duly and validly executed and delivered by such party.
. LEGAL, VALID AND BINDING OBLIGATION. This Agreement
constitutes, and the documents contemplated hereby required to be delivered by
such party when executed and delivered will constitute, the legal, valid and
binding obligations of such party, enforceable against such party in accordance
with their respective terms, subject to applicable bankruptcy, insolvency,
moratorium and other laws affecting creditors= rights generally from time to
time in effect and to general equitable principles.
. CERTAIN PARTIES. As of the Closing Date, each of the entities
transferring assets or property in connection with the Reorganization hereby
represents and warrants to each of the parties receiving assets or property,
whether directly or through another party, as follows:
. CONSENTS. Other than as set forth on SCHEDULE I hereto, the
execution, delivery and performance of this Agreement by such party and the
other documents contemplated hereby do not require the approval or consent of
any third party.
. GOOD TITLE. Other than as set forth on SCHEDULE J hereto,
such party has, and will transfer on the Closing Date, good title to any and
all stock or investment interests to be transferred by, or redeemed from, such
party as a result of this Agreement, free and clear of all liens, charges,
pledges, claims, agreements and encumbrances of any kind.
. NO REPRESENTATION. Each party agrees and acknowledges that none of
the other parties, nor any of their respective directors, officers, employees,
members or agents, nor any of their respective counsel or representatives makes
any representation as to (i) the value of any stock or investment interests and
related rights transferred or redeemed as a result of this Agreement, or (ii)
the operations of any of the investments of any Corotoman Group Company in the
companies listed on SCHEDULE K hereto.
. REPRESENTATIONS OF JEA. JEA hereby represents and warrants to the
Carter Family as of the Closing Date as follows:
. FINANCIAL STATEMENTS. The Corotoman Group Companies have
provided to the Carter Family true and complete copies of the unaudited
financial statements of such entities for the preceding three (3) years and
unaudited interim financial statements (the "Financial Statements") through the
date hereof which are in accordance with the books and records of such
entities, are consistent with past practice (other than showing cash versus
accruals) and, taken as a whole, present fairly the financial condition and
results of operation and cash flows as of the dates and for the periods set
forth therein.
. LIABILITIES. The Corotoman Group Companies have, except as
disclosed on SCHEDULES F1, G and J hereto or otherwise described to the Carter
Family in writing, only the liabilities disclosed on the Financial Statements
and have no other material liabilities, actual or contingent, of any kind or
nature whatsoever, other than liabilities arising in the ordinary course of
business. Except as set forth in PARAGRAPHS 2, 4, 5 AND 6 of SCHEDULE J with
respect to HEC, no such liabilities are assessable to HEC, or CEC, as
individual members of the Carter Family.
. COROTOMAN TAX RETURNS; TAXES. Corotoman has filed all tax
returns that it was required to file through the date hereof. All such tax
returns were correct and complete in all respects. All taxes owed by Corotoman
(whether or not shown on any tax return) have been timely paid. Corotoman is
not currently the beneficiary of any extension of time within which to file any
tax return. Corotoman has withheld and paid all taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, member or other third party.
. CAI STOCK SALES. Corotoman has provided to the Carter Family
a true and complete record of all sales of CAI common stock held in its name
from its inception through the date hereof.
. ACCURACY OF INFORMATION. Except as otherwise disclosed to
the Carter Family, no statement made by JEA or any of the Corotoman Group
Companies, including in any schedule or exhibit attached hereto, contains any
untrue statement of a material fact or omits a material fact necessary to make
the statements contained herein or therein, taken as a whole, not misleading.
. NO TRANSACTIONS CONTEMPLATED. None of JEA, Corotoman,
Banyan, Cypress or Haig is currently participating in any transaction for the
sale, gift, disposition or transfer of any of its assets, except in the
ordinary course of business, nor does there exist any binding agreement for the
same.
. TRANSACTIONS WITH AFFILIATES. JEA and the Corotoman Group
Companies have disclosed to the Carter Family all current and pre-existing
transactions of each of the Corotoman Group Companies with their respective
Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to
any Corotoman Group Company, a person, partnership, joint venture, association,
corporation, limited liability company, trust or other entity that directly
controls, is controlled by or is under common control with such Corotoman Group
Company.
. CAPITALIZATION. To the best of JEA=s knowledge, based on
reasonable investigation, (i) the capitalization of each of the investment
interests distributed to the Carter Family pursuant to this Agreement is as set
forth on SCHEDULE K, and (ii) the current capital structure of each of the
Corotoman Group Companies, Wave Air, Aquatic Development Group, Inc. ("ADG"),
Haig Partners (I) L.L.C., Crest Partners (I) LLC ("Crest Partners"), Crest
Funding Partners, L.P. ("Crest Funding"), Crest International Holdings LLC
("Crest International"), Crest Participating Pool LLC ("Participating Pool"),
The CableShoppe, Inc. ("CableShoppe"), Corgast, L.L.P. ("Corgast") and TelQuest
Systems, Inc. is as set forth on SCHEDULE K.
SECTION III
CONFIDENTIALITY
Each party hereto agrees that such party shall, prior to and after the
Closing Date, maintain the Confidential Information (as defined below) of each
other party hereto in confidence and shall not disclose, nor cause to be
disclosed, to any third party any Confidential Information of any other party
without the prior written consent of such party, except disclosure may be made
to the counsel, accountants and professional advisors of a party, provided they
have been informed of the confidential nature of the proprietary information
and have agreed to treat it as confidential and except as may be required
pursuant to a valid court order or subpoena, by federal, state or local tax
authorities, to comply with applicable federal and state securities laws or to
enforce the provisions hereof. Each party will also take reasonable
precautions to prevent the inadvertent exposure of Confidential Information to
unauthorized persons or entities. As used herein, "Confidential Information"
shall mean (i) for all parties hereto, EXHIBITS A, B and D of, and SCHEDULES D,
F1, G, H and J to this Agreement and any information regarding Celerity
Partners I, L.P., (ii) for the Abbruzzese Family and the Corotoman Group
Companies, any information regarding Crest International, Crest Partners, Crest
Funding, Participating Pool, CableShoppe, ADG, or Corgast and any personal
financial information regarding JEA, and (iii) for the Carter Family, any
information regarding Horus Therapeutics, Inc., British American, LLC or Laurel
Lake, L.L.C., SCHEDULE F2 and any personal financial information regarding HEC
or CEC. Each party hereto further agrees to recognize any outstanding or
future confidentiality obligations with regard to Wave International, Inc. and
Wave Transnational, L.L.C. "Confidential Information" shall not include
information that (w) has become generally known to the public without breach of
any obligation of confidentiality of any party hereto or any third party; (x)
is communicated to a third party with the express written consent of the
disclosing party; (y) is communicated to a party with respect to a business
they will keep; or (z) was independently developed by a party or was acquired
by such party from a third party (except if developed or acquired in such
party=s fiduciary representative capacity in connection with any other party).
SECTION IV
CLOSING
. RELEASE. Each party hereto agrees to execute and exchange, on the
Closing Date, mutually satisfactory general releases, in the form attached as
EXHIBIT D hereto (the "Release"), in favor of all parties, and all directors,
officers, employees and members of the parties; PROVIDED, HOWEVER, that nothing
contained in this Agreement or in any document referred to herein or executed
in connection with the transactions contemplated hereby (including, without
limitation, the Release) shall release, remise, compromise, waive or discharge
or be deemed to constitute a release, discharge, waiver or compromise by any
party of, or otherwise impact or affect in any way, any claim which any party
ever had, now has or may have against any attorneys or legal representatives in
connection with services rendered in such capacity to any of the parties
hereto.
. TIME AND PLACE. The closing of the transactions contemplated
hereby shall occur on the date hereof (the "Closing Date"), and shall take
place at the offices of Day, Berry & Howard, or at such other place and such
other time as the parties may mutually agree.
. CONDITIONS TO CLOSING. The parties shall be obligated to
consummate each of the transactions contemplated by this Agreement, subject to
the following conditions with respect to each such transaction; PROVIDED,
HOWEVER, that the failure of a party to satisfy the respective conditions set
forth below shall not relieve such party from its obligation to consummate the
transactions contemplated by this Agreement:
. Obtaining the required consents or approvals set forth, or
required to be set forth, on SCHEDULE I hereto;
. The execution and delivery by applicable third parties of all
other documents contemplated hereby as set forth on SCHEDULE L hereto;
. The performance and compliance by the parties with all
agreements and conditions contained in this Agreement required to be performed
or complied with by them prior to or on the Closing Date; and
. The representations and warranties in SECTION II of this
Agreement of each of the parties shall be true and correct on the Closing Date.
. CLOSING DELIVERIES. The applicable parties shall deliver the
following at the closing of the transactions contemplated by this Agreement:
. The execution and delivery of the Cypress Operating
Agreement, the Banyan Operating Agreement and the mutual Releases, each in the
form attached as an exhibit hereto.
. The resignation of HEC, CEC and any other Carter family
member from any office in any of the Corotoman Group Companies;
. The execution and delivery of all other documents
contemplated hereby as set forth on SCHEDULE L hereto;
. The transfer of all books, records and files relating to all
investment interests distributed to any member of the Carter Family; and
. The balance sheet of Corotoman as of the Closing Date, a copy
of which is attached hereto as EXHIBIT E.
SECTION V
MISCELLANEOUS
. NOTICES. Any notices necessary or required hereunder shall be in
writing and shall be given to the parties by hand, by nationally recognized
overnight courier service, by Express, registered or certified mail, postage
prepaid, return receipt requested, at the addresses set forth below or by
facsimile.
If to HEC or Looscaunagh:
492 Mariomi Road
New Canaan, Connecticut 06840
Fax No.: 203-966-4365
If to CEC or Glacier:
3 Carriage Hill Drive
Latham, New York 12110
Fax No.: 518-783-0805
If to JEA or Bazaguma:
59 Old Niskayuna Road
Loudonville, New York 12211
Fax No.: 518-436-6755
If to JHA:
c/o Hill Street Cafe
180 Madison Avenue
Albany, New York 12202
If to Wave Investments, Wave Air or the Corotoman Group Companies:
18 Corporate Woods Boulevard, Third Floor
Albany, New York 12211
Fax No.: 518-465-1998
If to the Carter Family Trust:
c/o Day, Berry & Howard
One Canterbury Green
Stamford, Connecticut 06901
Fax No.: 203-977-7301
Attn: Robert J. Miller, Esq.
John E. Carter
c/o Newport Partners
405 North Reo Street, Suite 160
Tampa, Florida 33609
Fax No.: 813-287-0397
If to the Abbruzzese Family Trust:
c/o Day, Berry & Howard
One Canterbury Green
Stamford, Connecticut 06901
Fax No.: 203-977-7301
Attn: Sabino Rodriguez, III, Esq.
Any notice to HEC, CEC, Glacier, Looscaunagh or the Carter Family Trust
shall be copied to:
Hale and Dorr LLP
60 State Street, 31st Floor
Boston, Massachusetts 02109
Fax No.: 617-526-5000
Attn: Jeffrey N. Carp, Esq.
Any notice to HEC, Looscaunagh or the Carter Family Trust shall also be
copied to:
Charles E. Carter
3 Carriage Hill Drive
Latham, New York 12110
Fax No.: 518-783-0805
Any notice to JEA, JHA, Bazaguma, Wave Investments, the Abbruzzese Family
Trust or Wave Air shall be copied to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Fax No.: 212-909-6836
Attn: Steven Ostner, Esq.
Any notice to the Corotoman Group Companies shall be copied to:
Day, Berry & Howard
One Canterbury Green
Stamford, Connecticut 06901
Fax No.: 203-977-7301
Attn: Sabino Rodriguez, III, Esq.
Notices shall be deemed to have been received upon the date of delivery,
if delivered by hand; one (1) day following the date of deposit with any
nationally recognized overnight courier service or with the U.S. Postal Service
as Express mail; three (3) days following the date of deposit with the U.S.
Postal Service as registered or certified mail, postage prepaid; and when
confirmed in writing, if delivered by facsimile, whether by manual or
electronic re-transmission receipt, by the party for whom transmission is
intended. Any party may change its notice address by written notice to the
other parties.
. SURVIVAL. The representations and warranties set forth in SECTION
II hereof shall expire upon the closing of the Reorganization and each party
agrees that it shall not bring any action, suit, proceeding or claim based upon
or in respect of any such representation or warranty.
. FURTHER ASSURANCES; ADDITIONAL DOCUMENTS. The parties shall take
such action and shall execute, or cause to be executed, such additional
documents before, on or after the applicable Closing Date, including without
limitation those documents set forth on SCHEDULE L hereto, as may be necessary
or desirable to effectuate the terms of this Agreement or to otherwise evidence
the transactions contemplated hereby.
. INTENTION TO BE BINDING. This Agreement is intended to be a legal
and valid agreement, binding upon the parties in accordance with its terms.
. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties, any members, stockholders, directors thereof, and
their respective heirs, executors, administrators, successors and assigns.
. COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which need not contain the signatures of all of the
parties, but all of which taken together shall constitute one agreement.
. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut, without regard to
conflicts of law rules.
. AMENDMENT. This Agreement may be changed, modified or amended from
time to time only in a writing signed by the parties.
. WAIVER. No waiver of any provision of this Agreement or any breach
hereunder shall be deemed a waiver of any other provision or subsequent breach,
nor shall any such waiver constitute a continuing waiver. A waiver shall be
effective only if in writing and signed by the waiving party.
. GENDER. All nouns, pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
context may require.
. ENTIRE AGREEMENT. This Agreement, together with all Schedules
hereto and all other documents contemplated hereby, constitute the entire
agreement between the parties relating to the subject matter hereof and
supersede all prior and contemporaneous oral and written understandings between
the parties.
. SEVERABILITY. If any part of this Agreement, or the application
thereof to any person or circumstance, is held for any reason invalid or
unenforceable by a court of competent jurisdiction, it shall be deemed
severable, and the validity of the remainder of this Agreement or the
application of such provision to other persons or circumstances shall not be
affected thereby.
. LEGAL FEES. Except as provided in SUBPARAGRAPH 5.D.II. of SECTION
I above, the Principal Parties shall pay their own fees and expenses, including
all fees of counsel or other advisors in connection with the Reorganization.
None of the Principal Parties shall be entitled to reimbursement from any of
the Corotoman Group Companies for any such fees or expenses, including without
limitation any fees or expenses incurred in connection with the negotiation or
execution of this Agreement or any due diligence or other costs related to or
arising out of the Reorganization contemplated hereby. Without limiting the
generality of the foregoing, the Carter Family shall not be responsible for any
fees to Day, Berry & Howard in excess of thirty thousand dollars ($30,000), as
set forth in SECTION I, SUBPARAGRAPH 5.D.II. above.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day first above written.
/s/
Hope E. Carter
/s/
Charles E. Carter
/s/
Jared E. Abbruzzese
/s/
Joseph H. Abbruzzese
LOOSCAUNAGH INVESTMENTS L.L.C.
By: /S/
Charles E. Carter
An Authorized Member
GLACIER CAPITAL L.L.C.
By: /S/
Charles E. Carter
An Authorized Member
JARED E. AND SHERRIE G. ABBRUZZESE TRUST,
DATED NOVEMBER 15, 1993
By: /S/
Sabino Rodriguez, III, as co-Trustee
By: /S/
Joseph H. Abbruzzese, as co-Trustee
<PAGE>
BAZAGUMA LIMITED PARTNERSHIP
By: Niskayuna Management, Inc.
Its General Partner
By: /S/
Sherrie G. Abbruzzese
President
WAVE INVESTMENTS, L.L.C.
By: /S/
Jared E. Abbruzzese
Its Managing Member
WAVE AIR, INC.
By: /S/
Jared E. Abbruzzese
President
THE COROTOMAN COMPANY, L.L.C.; CYPRESS CAPITAL
L.L.C.; BANYAN INVESTMENTS L.L.C..
By: /S/
Jared E. Abbruzzese
Their Managing Member
HAIG CAPITAL L.L.C.
By: The Corotoman Company, L.L.C.
Its Managing Member
By: /S/
Jared E. Abbruzzese
An Authorized Member
<PAGE>
IRREVOCABLE TRUST FOR DESCENDANTS OF HOPE ELLIOT
CARTER, DATED NOVEMBER 12, 1993
By: /S/
Robert J. Miller, as co-Trustee
By: /S/
John E. Carter, as co-Trustee
