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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Wireless One, Inc.
- -------------------------------------------------------------------------------
(Name of issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
97652H10
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(CUSIP number)
Arnold L. Chavkin
Chase Capital Partners
380 Madison Avenue - 12th Floor
New York, New York 10017
(212) 622-3100
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 1, 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
/ /.
Check the following box if a fee is being paid with the statement /X/.
(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 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 1 of 20 Pages)
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CUSIP No. 97652H10 SCHEDULE 13D Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chase Manhattan Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 2, 5, and 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,991,690 (See Items 2, 5 and 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0 (See Items 2, 5 and 6)
10 SHARED DISPOSITIVE POWER
1,991,690 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,991,690 (See Items 2, 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 20 Pages)
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CUSIP No. 97652H10 SCHEDULE 13D Page 3 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chase Venture Capital Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 1,385,388 (See Items 2, 5 and 6)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 (See Items 2, 5 and 6)
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,385,388 (See Items 2, 5 and 6)
10 SHARED DISPOSITIVE POWER
0 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,385,388 (See Items 2, 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 3 of 20 Pages)
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CUSIP No. 97652H10 SCHEDULE 13D Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Baseball Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC and AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 2, 5 and 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 393,226 (See Items 2, 5 and 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0 (See Items 2, 5 and 6)
10 SHARED DISPOSITIVE POWER
393,226 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,226
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 4 of 20 Pages)
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Preliminary Note
The information set forth herein has been adjusted to reflect
the names of new general partners of Chase Capital Partners and to correct a
typographical error in the number of shares owned by Chase Venture Capital
Associates, L.P.
Item 1. Security and Issuer.
The name of the issuer is Wireless One, Inc. (the "Company" or
the "Issuer"). The address of the Issuer's principal executive offices is 11301
Industriplex Boulevard, Suite 4, Baton Rouge, Louisiana 70809-4115. This
statement relates to the Issuer's Common Stock, $.01 par value (the "Common
Stock").
Item 2. Identity and Background.
This statement is being filed by Chase Manhattan Capital
Corporation, a Delaware corporation ("CMCC"), Chase Venture Capital Associates,
L.P., a California limited partnership ("CVCA"), and Baseball Partners, a New
York general partnership ("Baseball"). The principal offices of CMCC, CVCA and
Baseball are located at c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
CMCC and CVCA are engaged in the venture capital and leveraged
buyout business. The general partner of CVCA is Chase Capital Partners, a New
York general partnership ("CCP"), which is also engaged in the venture capital
and leveraged buyout business and whose principal office is located at the same
address as CVCA.
Mitchell J. Blutt, M.D., and Jeffrey C. Walker are the
directors of CMCC. The executive officers of CMCC are as follows:
Jeffrey C. Walker, Chairman and President
Donna L. Carter, Senior Vice President and Treasurer
Warren P. Leonard, Vice President
P. Jon Masur, Vice President and Controller
Robert C. Carroll, Secretary
Mitchell J. Blutt, M.D., Assistant Secretary.
The address for each of the directors and executive officers of CMCC, each of
whom is a U.S. citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017. CMCC is a wholly owned subsidiary of The Chase
Manhattan Bank, a New York corporation ("Chase Bank"), which in turn is wholly
owned by The Chase Manhattan Corporation, a Delaware corporation ("Chase").
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen whose
principal occupation is general partner of CCP and whose business address
(except for Messrs. Ferguson and Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
David L. Ferguson
Michael R. Hannon
(Page 5 of 20 Pages)
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Donald J. Hofmann
Stephen P. Murray
Brian J. Richmand
Shahan D. Soghikian
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Ferguson's address is c/o Chase Capital Partners, 840 Apollo Street, Suite
223, El Segundo, California 90245. Mr. Soghikian's principal business office
address is c/o Chase Capital Partners, 125 London Wall, London EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chemical Capital Corporation, a New York
corporation ("Chemical Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal office is located
at 380 Madison Avenue, 12th Floor, New York, New York 10017. Chemical Capital is
a wholly owned subsidiary of Chase. The general partner of each of Principals
and European Principals is Chemical Capital. Chemical Capital, Principals and
European Principals are each engaged in the venture capital and leveraged buyout
business. Set forth in Schedule A hereto and incorporated herein by reference
are the names, business addresses and principal occupations or employments of
each executive officer and director of Chemical Capital, each of whom is a U.S.
citizen.
Chase Bank is a New York corporation engaged in the
commercial banking business with its principal office located at 270 Park
Avenue, New York, New York 10017. Set forth in Schedule B hereto and
incorporated herein by reference are the names, business addresses, principal
occupations or employments and citizenship of each executive officer and
director of Chase Bank.
Chase is a Delaware corporation engaged (primarily through
subsidiaries) in the commercial banking business with its principal office
located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C
hereto and incorporated herein by reference are the names, business addresses,
principal occupations or employments and citizenship of each executive officer
and director of Chase.
Set forth in Schedule D hereto and incorporated herein by
reference are the names, business addresses or residence addresses and principal
occupations or employments of each general partner of Baseball, each of whom is
a U.S. citizen. Baseball is a New York general partnership formed for the
purposes of investing in venture capital and leveraged buyout transactions. The
general partners of Baseball are current and former employees of CCP and CMCC.
To CMCC's, CVCA's and Baseball's knowledge, the responses to
Items 2(d) and (e) of Schedule 13D are negative with respect to each such entity
and all persons regarding whom information is required hereunder by virtue of
each such entity's responses to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this
Schedule 13D Statement require that in addition to CVCA, CMCC and Baseball the
information called for therein should be given with respect to each of the
persons listed in this Item 2, including CCP, CCP's individual general partners,
Chemical Capital, Chemical Capital's executive officers and directors,
(Page 6 of 20 Pages)
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Principals, Principals' controlling partners, European Principals, European
Principals' controlling partners, Chase, Chase's executive officers and
directors, Chase Bank, Chase Bank's executive officers and directors, and
Baseball's individual general partners, the information provided in Items 3-6
with respect to CVCA, CMCC and Baseball should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Issuer's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Issuer's Common Stock acquired by CVCA, CMCC or Baseball, neither the filing of
this statement nor any of its contents shall be deemed an admission that any of
such persons is a beneficial owner of the Issuer's Common Stock acquired by
CVCA, CMCC or Baseball or a member of a group together with CVCA, CMCC or
Baseball either for the purpose of Schedule 13D of the Exchange Act or for any
other purpose with respect to the Issuer's Common Stock.
Item 5. Interest in Securities of the Issuer.
CMCC is deemed to be the beneficial owner of 1,991,690 shares
of the Issuer's Common Stock. CMCC's deemed beneficial ownership represents
8.2% of the Common Stock outstanding at December 31, 1996. As disclosed in
Items 2, 5 and 6, CMCC has shared voting and dispositive power with respect to
such shares of Common Stock.
CVCA is deemed to be the beneficial owner of 1,385,388 shares
of the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 8.2%
of the Common Stock outstanding at December 31, 1996. Except as may otherwise be
disclosed in Items 2, 5 and 6, CVCA has sole voting and dispositive power with
respect to such shares of Common Stock.
Baseball is deemed to be the beneficial owner of 393,226
shares of the Issuer's Common Stock. Baseball's deemed beneficial ownership
represents 2.3% of the Common Stock outstanding at December 31, 1996. As
disclosed in Items 2, 5 and 6, Baseball has shared voting and dispositive power
with respect to such shares of Common Stock.
All such ownership percentages of the Issuer's Common Stock
reported herein and in Item 6 below are based on information provided to the
Former TWI Stockholders by the Company in connection with the Merger that there
were 13,498,752 issued and outstanding shares of the Company immediately prior
to the Merger and are reported herein to the best knowledge and belief of the
reporting persons.
Except as reported in Items 3-6 herein and incorporated herein
by reference, there have been no transactions in the Common Stock during the
past sixty days which are required to be reported in this Statement. No person
other than CVCA, CMCC and Baseball has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of the Common
Stock owned beneficially by CVCA, CMCC or Baseball, respectively.
(Page 7 of 20 Pages)
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Reference is made to the information disclosed under Items 2,
3 and 4 of this Statement which is incorporated by reference in response to this
Item. In addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
CCP is the sole general partner of CVCA and acts as investment
manager for CMCC, and has a pecuniary interest in the securities of the Issuer
held by such persons, but the amount of such interest is not readily
determinable because it is contingent on numerous factors, including vesting and
CVCA's and CMCC's respective rates of return. Baseball has agreed to give CCP a
proxy to vote the securities of the Issuer held by Baseball. Baseball has also
agreed to enter into certain "co-sale" and "drag along" agreements with CMCC and
CCP with respect to the respective securities of the Issuer held by Baseball and
CMCC. As a result of these arrangements and relationships, (i) CCP and its
controlling persons may be deemed to have voting and dispositive power with
respect to the securities of the Issuer held by CVCA, CMCC and Baseball
(constituting in the aggregate 3,770,304 shares of Common Stock of the Issuer,
representing an aggregate of approximately 22.3% of the Issuer's total
outstanding Common Stock at December 31, 1996), and (ii) CMCC may be deemed to
have voting and dispositive power with respect to the securities of the Issuer
held by Baseball.
In connection with the consummation of the Merger, certain
stockholders of the Company, including CMCC, CVCA and Baseball (collectively,
the "Chase Entities"), Hans Sternberg, Sean Reilly, Premier Venture Capital
Corporation ("Premier"), Advantage Capital Partners, Limited Partnership
("Advantage I"), Advantage Capital Partners II, Limited Partnership ("Advantage
II", and, together with Hans Sternberg, Sean Reilly, Premier, and Advantage I,
the "Wireless One Holders"), Heartland and certain of its subsidiaries
(collectively "Heartland"), MWTV, VCI and VanCom (MWTV, VCI and VanCom,
collectively, the "Non-Chase Former TruVision Holders") and the Company, entered
into an Amended and Restated Stockholders Agreement, dated as of July 29, 1996
(the "Stockholders Agreement"). A copy of the Stockholders Agreement is attached
hereto as Exhibit F.
Pursuant to the Stockholders Agreement, the parties thereto
agreed to vote their Common Stock so that the Board of Directors of the Company
(the "Board") will have nine members, one of whom will be designated by a
majority of the shares of Common Stock held by the Non-Chase Former TruVision
Holders (who shall initially be Henry M.Burkhalter), three of whom will be
designated by a majority of the shares of Common Stock held by Heartland (at
least one of whom must be independent of Heartland, the Company and the Wireless
One Holders) (the independent director of which shall initially be Daniel L.
Shimer and the two other directors of which shall initially be David E. Webb and
J.R. Holland, Jr.), three of whom will be designated by a majority of the shares
of Common Stock held by the Wireless One Holders (at least one of whom must be
independent of Heartland, the Company and the Wireless One Holders) (the
independent director of which shall initially be William K. Luby, and the other
directors of which shall initially be Sean Reilly and Hans Sternberg), and two
of whom will be designated by the Chase Entities (who shall initially be Arnold
Chavkin and William Van Devender).
The Stockholders Agreement provides, among other things, that
(i) no party to the Stockholders Agreement shall transfer its shares of Common
Stock (other than in a public
(Page 8 of 20 Pages)
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sale) unless the transferee becomes a party to the Stockholders Agreement, and
(ii) until October 24, 1998, the parties to the Stockholders Agreement may not
(without prior approval of the Board), (a) acquire (subject to certain
exceptions described in the Stockholders Agreement) any additional equity
securities of the Company, (b) solicit proxies or consents in opposition to
solicitations made by or on behalf of the Board or (c) other than in connection
with the Stockholders Agreement, act together with any other person to acquire,
hold, vote or dispose of securities of the Company.
The Reporting Persons believe, based upon the Schedule 14A
filed by the Company on May 24, 1996 in connection with the Merger, that the
parties to the Stockholders Agreement collectively beneficially own an aggregate
of approximately 10,634,802 shares of Common Stock, representing approximately
62.5% of the outstanding Common Stock at July 29, 1996, including 78,015 shares
of Common Stock which Henry Burkhalter has the power, under his options, to
purchase within 60 days, and those shares of Common Stock presently held in
escrow pursuant to the Escrow Agreements.
Except as described in this statement and as provided in the
Merger Agreement and the Stockholders Agreement, none of the Reporting Persons
(directly or indirectly), has any contracts, arrangements, understandings or
relationships (legal or otherwise) with each other or with any person with
respect to any securities of the Company.
Copies of the Merger Agreement, the First Amendment to Merger
Agreement, the Non-Acquisition Escrow Agreement, the Acquisition and Market
Escrow Agreement, the Registration Agreement, and the Stockholders Agreement are
attached hereto as Exhibits A, B, C, D, E, and F, respectively, and are
incorporated herein by this reference. The descriptions of such documents set
forth herein do not purport to be complete and are qualified in their entirety
by reference to such documents.
Item 5. Material to be Filed as Exhibits.
*Exhibit A -- Merger Agreement
*Exhibit B -- First Amendment to Merger Agreement
*Exhibit C -- Non-Acquisition Escrow Agreement
*Exhibit D -- Acquisition and Market Escrow Agreement
*Exhibit E -- Registration Agreement
*Exhibit F -- Stockholders Agreement
SCHEDULE A
Item 2 information for executive officers and directors of
Chemical Capital Corporation.
SCHEDULE B
Item 2 information for executive officers and directors of The
Chase Manhattan Bank.
- --------
* Filed Previously
(Page 9 of 20 Pages)
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SCHEDULE C
Item 2 information for executive officers and directors of The
Chase Manhattan Corporation.
SCHEDULE D
Item 2 information for general partners of Baseball Partners.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: General Partner
Date: February 12, 1997
(Page 10 of 20 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
CHASE MANHATTAN CAPITAL CORPORATION
By: /s/ Jeffrey C. Walker
----------------------------------
Name: Jeffrey C. Walker
Title: President
Date: February 12, 1997
(Page 11 of 20 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
BASEBALL PARTNERS
By: /s/ Christopher C. Behrens
------------------------------------
Name: Christopher C. Behrens
Title: Partner
Date: February 12, 1997
(Page 12 of 20 Pages)
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SCHEDULE A
CHEMICAL CAPITAL CORPORATION
Executive Officers
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President & Treasurer Donna L. Carter**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------
* Principal occupation is employee and/or officer of Chase. Business address is
c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017.
** Principal occupation is employee of Chase and/or general partner of CCP.
Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor,
New York, NY 10017.
(Page 13 of 20 Pages)
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SCHEDULE B
THE CHASE MANHATTAN BANK
Executive Officers*
Walter V. Shipley, Chairman and CEO
Edward D. Miller, Senior Vice Chairman
Thomas G. Labrecque, President and COO
William B. Harrison, Jr., Vice Chairman
Directors**
Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. S2nd Avenue
Miami, FL 33166
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
- --------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, N.A., 270 Park
Avenue, New York, New York 10017.
** Each of persons named below is a citizen of the United States of America.
(Page 14 of 20 Pages)
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Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Retired Chairman and Chief Executive
Officer the Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
2 Park Avenue, 23rd Floor
New York, NY 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labracque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
(Page 15 of 20 Pages)
<PAGE>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, NY 11050
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
(Page 16 of 20 Pages)
<PAGE>
SCHEDULE C
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman and CEO
Edward D. Miller, Senior Vice Chairman
Thomas G. Labrecque, President and COO
William B. Harrison, Jr., Vice Chairman
Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. S2nd Avenue
Miami, FL 33166
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
- --------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017.
(Page 17 of 20 Pages)
<PAGE>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
George V. Grune Retired Chairman and Chief Executive
Officer the Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
2 Park Avenue, 23rd Floor
New York, NY 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labracque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, NY 11050
(Page 18 of 20 Pages)
<PAGE>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- ------------------------------
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
(Page 19 of 20 Pages)
<PAGE>
SCHEDULE D
BASEBALL PARTNERS
General Partners*
Each of the persons named below is a general partner of
Baseball Partners and is a citizen of the United States of America:
Name Principal Business
Occupation or Residence Address
or Employment
Christopher C. Behrens Principal, Chase Chase Capital Partners
Capital Partners 380 Madison Avenue
12th Floor
New York, New York 10017
Robert L. Egan President, Hudson River Capital LLC
Hudson River 667 Madison Avenue
Capital LLC 25th Floor
New York, New York 10017
Edward T. Irwin Vice President, Banque Paribas
Banque Paribas 787 Seventh Avenue
New York, New York 10019
William K. Luby Consultant 179 Bingham Avenue
Rumson, New Jersey 07760
Howard D. Unger Consultant Ten Randon Farms Circle
Chappaqua, New York 10514
Maria Willets Consultant 2 West 67th Street
Apt. 8B
New York, New York 10023
- --------
* Each of the persons named below is a general partner of Baseball Partners and
is a citizen of the United States of America.
(Page 20 of 20 Pages)
