<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
BioSepra Inc.
------------
(Name of Issuer)
Common Stock, $0.01 par value
------------------------------
(Title of Class of Securities)
09066V103
---------------
(CUSIP Number)
Andrew S. Paul, Esq.
c/o Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, New York 10006
(212) 602-6700
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1998
-----------------
(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 [ ].
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Investment Corporation
TIN: 22-2514825
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[X ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 632,798
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
632,798
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
632,798
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Tudor Jones, II
TIN:
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 698,000
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
698,000
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
698,000
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund Ltd.
TIN: n/a
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 161,348
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
161,348
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
161,348
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund L.P.
TIN: 13-3735415
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
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)
0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Arbitrage Partners L.P.
TIN: 13-3496979
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
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)
0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor BVI Futures, Ltd.
TIN: n/a
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- --------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 471,450
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
471,450
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
471,450
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 09066V103
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Proprietary Trading, L.L.C.
TIN: 13-3720063
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 65,202
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
65,202
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
65,202
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- -----------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
-------------------
This Amendment No. 6 amends and restates in its entirety the Schedule
13D, dated October 6, 1994, as amended, and relates to the Common Stock, $0.01
par value per share ("Common Stock"), of BioSepra Inc., a Delaware corporation
(the "Company"), and is filed by Tudor Investment Corporation, a Delaware
corporation ("TIC"), Paul Tudor Jones, II, a natural person and a citizen of the
United States ("Mr. Jones"), The Raptor Global Fund Ltd., a company organized
under the laws of the Cayman Islands ("Raptor Ltd."), The Raptor Global Fund
L.P., a Delaware limited partnership ("Raptor L.P."), Tudor Arbitrage Partners
L.P., a Delaware limited partnership ("TAP"), Tudor Proprietary Trading, L.L.C.,
a Delaware limited liability company ("TPT"), and Tudor BVI Futures, Ltd., a
corporation organized under the laws of the British Virgin Islands ("Tudor BVI"
and collectively with TIC, Mr. Jones, Raptor Ltd., Raptor L.P., TAP and TPT, the
"Reporting Persons").* The summaries of information on the schedules attached
hereto are qualified in their entirety by reference to such schedules, which are
incorporated by reference herein.
The Company's principal executive offices are located at 111 Locke
Drive, Marlborough, MA 01752.
Item 2. Identity and Background.
-----------------------
The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor L.P.,
TAP, TPT and Tudor BVI. The business address of each of TIC, Mr. Jones, Raptor
L.P., TAP and TPT is c/o Tudor Investment Corporation, 600 Steamboat Road,
Greenwich, Connecticut 06830. The business address of each of Raptor Ltd. and
Tudor BVI is c/o Curacao International Trust Company N.V., Kaya Flamboyan 9,
Curacao, Netherlands Antilles.
TIC is an international money management firm that provides investment
advice to Raptor Ltd., Raptor L.P. and Tudor BVI, among others. TIC is also the
sole general partner of Raptor L.P.
Mr. Jones' principal employment is as Chairman and Chief Executive
Officer of TIC of which he owns a majority of the capital stock and voting
securities.
Each of Raptor Ltd., Raptor L.P., TAP, TPT and Tudor BVI is an
investment fund which principally invests in debt, equity, derivative securities
and other financial instruments for
- -------------------------
* For purposes of this Statement on Schedule 13D the Reporting Persons have
filed as a "group". Nevertheless, the Reporting Persons hereby disclaim that
they are members of a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose.
<PAGE>
the benefit of the holders of its partnership, stock and other capital
securities.
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each natural person that is a director or executive officer of TIC, Raptor Ltd.,
TPT or Tudor BVI is set forth on Schedule I hereto and is incorporated by
reference herein.
During the last five years, none of the Reporting Persons, or to the
best knowledge and belief of the Reporting Persons, any of the individuals
listed on Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which any Reporting Person or any person listed on Schedule I 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
finding any violation of such law, except as follows:
On September 12, 1996, TIC settled a proceeding with the Securities and
Exchange Commission (the "SEC") relating to alleged violations of the "uptick
rule" in connection with certain sales of stock over a two day period in March
1994. Without admitting or denying the SEC's findings, TIC paid a civil penalty
of $800,000, and agreed not to violate the uptick rule in the future.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The shares of Common Stock beneficially owned by each of Raptor Ltd.,
Raptor L.P., TAP, TPT and Tudor BVI were acquired in open market purchases for
cash. The cash used to make these purchases consisted of capital contributions
and the proceeds from earlier investments and cash borrowed pursuant to margin
loans with Morgan Stanley & Co. Incorporated, which are secured by all of the
shares of Common Stock.
Item 4. Purpose of Transaction.
----------------------
Each of Raptor Ltd., Raptor L.P., TAP, TPT and Tudor BVI initially
acquired the Common Stock beneficially owned by such Reporting Person for
investment purposes. Each of such Reporting Persons intends to continue to
evaluate their respective investments in Common Stock based on the Company's
financial condition, results of operations and prospects as well as other then
existing or anticipated facts and circumstances including general economic,
market and other financial conditions. Accordingly, each of the Reporting
Persons reserves the right to
<PAGE>
change its plans and intentions with respect to its investment in securities of
the Company at any time, as it deems appropriate. In particular, each of the
Reporting Persons may at any time and from time to time (i) acquire additional
shares of Common Stock, (ii) dispose of Common Stock, or (iii) enter into
privately negotiated derivative transactions with institutional counterparties
to hedge the market risk of some or all of its positions in the Common Stock.
There can be no assurance that any Reporting Person will increase or decrease
its investment in the Company or as to the number of shares of Common Stock or
derivative securities that may be bought or sold in any such transactions.
Except as set forth in this Amendment No. 6 to Schedule 13D, none of
the Reporting Persons currently has any plans or proposals which relate to or
would result in any of the transactions, actions or events enumerated in
paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Attached hereto as Schedule II is a list of the transactions by each of
the Reporting Persons in Common Stock in the past sixty days.
On September 18, 1998, TAP transferred its entire interest in the
Common Stock to TPT, its consolidated subsidiary.
Because TIC is the sole general partner of Raptor L.P. and provides
investment advisory services to Raptor Ltd., Raptor L.P. and Tudor BVI, TIC may
be deemed to beneficially own the shares of Common Stock owned by each of such
Reporting Persons. In addition, because Mr. Jones owns a majority of the capital
stock and voting securities of TIC and indirectly owns a majority of the equity
interests in TPT, Mr. Jones may be deemed to beneficially own the shares of
Common Stock deemed beneficially owned by TIC and TPT.
Based on information contained in the Company's Quarterly Report on
Form 10-Q that there were 8,440,051 shares of Common Stock issued and
outstanding as of August 7, 1998, each Reporting Person beneficially owns (or,
with respect to TIC and Mr. Jones, may be deemed to beneficially own) the number
and percentage of outstanding shares of Common Stock listed in the responses to
Items 11 and 13, respectively, of the cover page filed herewith for such
Reporting Person. In addition, the number of shares of Common Stock beneficially
owned (or, with respect to TIC and Mr. Jones, which may be deemed beneficially
owned) by each Reporting Person with respect to which such Reporting Person (i)
has sole voting power, (ii) shares voting power, (iii) has sole dispositive
power and (iv) shares dispositive power are listed in the responses to Items 7,
8, 9 and 10, respectively, of the cover page filed herewith for such Reporting
Person. The voting and
<PAGE>
dispositive power is reported as shared because each of the Reporting Persons
(other than TIC, TAP, TPT and Mr. Jones) has the power to remove TIC as its
investment advisor or general partner. Each of the Reporting Persons (other than
TIC and Mr. Jones) expressly disclaim beneficial ownership of the shares of
Common Stock beneficially owned by any other Reporting Person and each of TIC
and Mr. Jones disclaim beneficial ownership of the Common Stock beneficially
owned by Raptor Ltd., Raptor L.P., Tudor BVI and TPT.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
--------------------------------------------
None.
Item 7. Material to Be Filed as Exhibits
--------------------------------
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 6 to the Statement
on Schedule 13D is true, complete and correct.
Dated: November 20, 1998
TUDOR INVESTMENT CORPORATION
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
\s\ Paul Tudor Jones, II
--------------------------
Paul Tudor Jones, II
THE RAPTOR GLOBAL FUND LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
THE RAPTOR GLOBAL FUND L.P.
By: TUDOR INVESTMENT CORPORATION,
General Partner
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
<PAGE>
TUDOR ARBITRAGE PARTNERS L.P.
By: TUDOR GLOBAL TRADING LLC,
General Partner
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
TUDOR BVI FUTURES, LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
TUDOR PROPRIETARY TRADING, L.L.C.
By: \s\ Andrew S. Paul
--------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
<PAGE>
Schedule I
EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
I. TIC
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of TIC is set forth below. Unless otherwise
indicated (i) the principal occupation or employment of such person is as an
executive officer or director of TIC, (ii) the business address of such person
is c/o TIC at the address of TIC set forth under Item 2 of this Schedule 13D,
(iii) such person is a citizen of the United States and (iv) to the knowledge of
the Reporting Persons, such person does not beneficially own and has not had any
transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -----------------------------
Paul Tudor Jones, II* Chairman of the Board of Directors, Chief Executive
Officer of TIC.
Mark F. Dalton Director and President of TIC.
John G. Macfarlane, III Director, Chief Operating Officer and Managing
Director of TIC.
James J. Pallotta Director and Managing Director of TIC.
David E. Allanson Director of TIC. Mr. Allanson is an
Citizen of United executive officer of Tudor Capital (U.K.),
Kingdom Ltd., an affiliate of TIC located at The Upper Mill,
Kingston Road, Ewell, Surrey KT17 2AF, England.
Andrew S. Paul Director, Managing Director, General Counsel and
Corporate Secretary of TIC.
Richard L. Fisher Director of TIC. Mr. Fisher is Managing Director of
Investments and Acquisitions and a Managing Director
of Dunavant Enterprises, Inc., 3797 Getwell Road,
Memphis, TN 38118.
Mark Pickard Director, Managing Director and Chief Financial
Officer of TIC.
Robert P. Forlenza Director and Managing Director of TIC.
- ----------------------------
* See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
<PAGE>
II. RAPTOR LTD.
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Raptor Ltd. is set forth below. To the
knowledge of the Reporting Persons, such person does not beneficially own and
has not had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -------------------------------
Inter Caribbean Director of Raptor Ltd. The principal
Services Ltd. place of business of Inter Caribbean
Incorporated in Services Ltd. is c/o Curacao
British Virgin International Trust Company N.V.
Islands ("CITCO"), Kaya Flamboyan 9, Curacao, Netherlands
Antilles.
Bernard A. Loze Director of Raptor Ltd. Chairman and
Citizen of France Chief Executive Officer of Loze et Associe, 43,
Avenue Marceau, Paris 75116, France, which is a
consulting firm that provides financial and
investment advice to international clients.
Arpad A. Busson Director of Raptor Ltd. Chairman of
Citizen of France European Investment Managers, c/o Harney, Westwood &
Riegels, P.O. Box 71, Road Town, Tortola, British
Virgin Islands, which is a consulting and money
management firm.
Jean-Pierre Jacquemoud Director of Raptor Ltd. Attorney,
Citizen of Switzerland Jacquemoud & Stanislas, 2, rue Bellow, Geneva 1206,
Switzerland.
<PAGE>
III. TUDOR BVI
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Tudor BVI is set forth below. To the
knowledge of the Reporting Persons, the below listed persons neither currently
beneficially own nor have had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -------------------------------
Inter Caribbean Director of Tudor BVI. See information
Services Ltd. under Raptor Ltd.
David P. d'Abrumenil Director of Tudor BVI. Chairman,
Citizen of United Lionspring Enterprises Limited,
Kingdom 3A Queen's Gate, London SW7 5EH, England,
which is a financial consulting firm.
Jean-Pierre Jacquemoud Director of Tudor BVI. See information under Raptor
Ltd.
Bernard A. Loze Director of Tudor BVI. See information under
Raptor Ltd.
Arpad A. Busson Director of Tudor BVI. See information under
Raptor Ltd.
Karl-Erbo G. Kageneck Director of Tudor BVI. Attorney,
Citizen of Germany TMW/AG, Wittelsbacher Platz 1, Munich Germany 80333
<PAGE>
IV. TUDOR PROPRIETARY TRADING, L.L.C.
The name and present principal occupation or employment of each
executive manager of TPT is set forth below. Each of such persons is a director
or officer of TIC. The business address of each such person is c/o TIC at the
address set forth under Item 2 of this Schedule 13D, with the exception of Mr.
Allanson whose business address is c/o TPT at the address set forth under Item 2
of this Schedule 13D. Each such person is a citizen of the United States, with
the exception of Mr. Allanson who is a citizen of the United Kingdom. To the
knowledge of the Reporting Persons, such person does not beneficially own and
has not had any transactions in the Common Stock.
Name Principal Occupation
- ---- --------------------
Paul Tudor Jones, II* Chairman of the Board of Directors, Chief Executive
Officer of TIC.
Mark F. Dalton Director and President of TIC.
John G. Macfarlane, III Director, Chief Operating Officer and Managing
Director of TIC.
James J. Pallotta Director and Managing Director of TIC.
Andrew S. Paul Director, Managing Director, General Counsel and
Corporate Secretary of TIC.
David E. Allanson Director of TIC and Managing Director of TPT.
Mark Pickard Managing Director and Chief Financial Officer of TIC.
- ---------------------------------
* See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
<PAGE>
Schedule II
TRANSACTIONS
All shares of Common Stock were acquired in connection with the Exchange.
Raptor L.P.
- -----------
Date Transaction # Shares $/Share
- ------ ----------- -------- --------
11/17/98 Sale (141,000) $0.2500
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 0
