UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
QUINTILES TRANSNATIONAL CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
748767 10 0
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(CUSIP Number)
Scott D. Miller
Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY
England
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 29, 1996
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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 /_/.
<PAGE>
SCHEDULE 13D
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CUSIP No. 748767 10 0 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrie Stevens Haigh
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,302,327
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 562,184
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,302,327
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
562,184
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,864,511
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 748767 10 0 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stella Haigh
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 7 SOLE VOTING POWER
SHARES 562,185
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 562,184
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 562,185
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
562,184
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,362
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.38%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Page 4 of 11
This Schedule 13D (this "Schedule 13D") is jointly filed by Barrie
Stevens Haigh and Stella Haigh (together, the "Reporting Persons"), with
respect to the common stock, par value $0.1 per share ("Shares"), of Quintiles
Transnational Corp., a North Carolina corporation (the "Company").
Item 1. Security and Issuer.
This Schedule 13D relates to Shares. The principal executive offices of
the Company are located at 4709 Creekstone Drive, Riverbirch Building, Suite
300, Durham, North Carolina 27703.
Item 2. Identity and Background.
This Schedule 13D is filed jointly by the Reporting Persons.
The name, residence address, business address, principal occupation or
employment and citizenship of each of the Reporting Persons is set forth below:
Name: Barrie Stevens Haigh
Residence address: Chimneys,
Winter Hill,
Cookham Dean,
Berkshire SL6 9TN,
England
Business address: Innovex Limited,
Innovex House,
Marlow Park, Marlow,
Buckinghamshire SL7 1TB,
England
Principal
occupation: Vice Chairman
Quintiles Transnational Corp.
Citizenship: United Kingdom
Name: Stella Haigh
Residence address: Chimneys,
Winter Hill,
Cookham Dean,
Berkshire SL6 9TN,
England
<PAGE>
Page 5 of 11
Business address: None
Principal
occupation: None
Citizenship: United Kingdom
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares beneficially owned by the Reporting Persons were acquired on
November 29, 1996, pursuant to a Share Exchange Agreement, dated as of October
4, 1996 (the "Share Exchange Agreement"), by and among the Company, Innovex
Limited, a private limited company organized under the laws of England and Wales
("Innovex"), and the shareholders of Innovex (the "Innovex Shareholders"),
including the Reporting Persons. In exchange for the Shares acquired by them,
the Reporting Persons delivered to the Company constituting all of the shares of
Innovex previously held by them.
Item 4. Purpose of Transaction.
Share Exchange Agreement
As of October 4, 1996, the Company, Innovex and the Innovex
Shareholders entered into the Share Exchange Agreement. The following summary of
certain terms and provisions of the Share Exchange Agreement is qualified in its
entirety by reference to the full text of the Share Exchange Agreement which is
attached as Exhibit 2 to the Company's Current Report on Form 8-K, dated October
6, 1996, and which is incorporated by reference herein.
<PAGE>
Page 6 of 11
Pursuant to the terms of the Exchange Agreement on November 29, 1996
(i) the Company acquired all of the outstanding share capital of Innovex from
the Innovex Shareholders in exchange for 10 million Shares (ii) the Company also
purchased all outstanding Innovex cumulative redeemable preference shares from
the holders of such shares for (pound)1.00 each and (iii) the Company advanced
cash to Innovex to satisfy certain indebtedness of Innovex. Based on the closing
price of the Shares on the last full trading day before the Exchange Agreement
was announced, the total value of Shares exchanged (assuming the exercise of all
outstanding options for Innovex Shares) was approximately $737 million.
As shareholders of Innovex, on November 29, 1996, (i) Barrie Stevens
Haigh received 4,302,327 Shares, (ii) Stella Haigh received 562,185 Shares,
(iii) Barrie Stevens Haigh and Stella Haigh, as trustees (along with Alexandra
R.A. Miller) of the Barrie Haigh Children's Settlement No. 1 and the Barrie
Haigh Children's Settlement No. 2, received 562,184 Shares.
Registration Rights Agreement
The Shares acquired by the Reporting Persons were issued by the Company
without registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act. The Company has agreed to provide the
Innovex Shareholders with certain rights to have the Shares registered under the
Securities Act pursuant to a Registration Rights Agreement, dated as of November
29, 1996 (the "Registration Rights Agreement"). The following summary of certain
terms and provisions of the Registration Rights Agreement is qualified in its
entirety by reference to the full text of the Registration Rights Agreement
which has been filed with the Commission as Exhibit 2 to the Company's Current
Report on Form 8-K, dated October 6, 1996, and which is incorporated by
reference herein.
Under the Registration Rights Agreement, subject to market conditions
and other customary limitations, the Company has (i) agreed to file a
registration statement for an underwritten offering, planned for early 1997 (the
"Secondary Offering"), to include up to 2.7 million of the Shares, and granted
to the Innovex Shareholders rights ("Demand Rights") to demand registration
until an aggregate of 2.7 million Shares owned by the Innovex Shareholders have
been sold; (ii) agreed to file a shelf registration statement to allow the
Innovex Shareholders to register
<PAGE>
Page 7 of 11
Shares for resale in amounts not to exceed 500,000 Shares in any 90 day period
for approximately three years (the "Shelf Registration"); and (iii) granted
rights ("Piggyback Rights") to the Innovex Shareholders to participate in
certain underwritten offerings that the Company may register over the next
approximately three years. The Registration Rights Agreement contains other
customary provisions, including indemnification provisions. The rights granted
to the Innovex Shareholders terminate when, among other things, the Shares
acquired by the Innovex Shareholders (i) may be sold within the limitations set
forth in Rule 144 under the Securities Act or (ii) have been sold to an
ineligible person.
Orderly Marketing Arrangements
In connection with the execution of the Registration Rights Agreement,
the Reporting Persons also entered into an Orderly Marketing Agreement, dated as
of November 29, 1996 (the "Orderly Marketing Agreement"), with the other Innovex
Shareholders for the purpose of allocating their respective rights and
obligations under the Registration Rights Agreement. The following summary of
certain terms and provisions of the Orderly Marketing Agreement is qualified in
its entirety by reference to the full text of the Orderly Marketing Agreement
which is attached as Exhibit 1 hereto, and which is incorporated by reference
herein.
The Orderly Marketing Agreement allocates among the Innovex
Shareholders the shares to be offered in connection with the Secondary Offering
such that Innovex Shareholders that are members of the management of Innovex
(other than the Reporting persons) (the "Management Group") are expected to
offer and sell approximately 270,000 Shares, and the balance of Shares sold by
the Innovex Shareholders in the Secondary Offering are expected to be sold by
certain financial investors led by HSBC Private Equity Investments Limited
(together, the "HSBC Group") and the Reporting Persons in the proportion of 83
1/3% to 16 2/3%, respectively. The Orderly Marketing Agreement also provides
that, in the event that the number of Shares to be sold by the Innovex
Shareholders in the Secondary Offering increases, then the additional Shares to
be sold by the Innovex Shareholders will be sold by the HSBC Group, to the
extent of their shareholdings.
The Orderly Marketing Agreement provides that the parameters of the
Secondary Offering will be subject to control by the HSBC Group, as will any
other offerings of
<PAGE>
Page 8 of 11
Shares made during the period before which members of the HSBC Group shall have
disposed of 75% of the Shares acquired by them pursuant to the Share Exchange
Agreement (the "Internal Priority Period"). The Orderly Marketing Agreement also
provides that (i) during the Internal Priority Period, all Shares sold pursuant
to the Shelf Registration will be Shares owned by members of the HSBC Group, and
(ii) following the end of the Internal Priority Period, Shares sold pursuant to
the Shelf Registration will be allocated in the following proportions: 50% to
the HSBC Group and 50% to the Reporting Persons and the Management Group,
provided that if at any time following the end of the Internal Priority Period,
Barrie Stevens Haigh shall no longer be a director, executive officer, employee
or consultant of or to the Company, the Shares available to be sold will be
allocated to the Reporting Persons in priority to the HSBC Group and the
Management Group up to 85% of the Reporting Persons' Shares. In such event,
Shares to be sold by the HSBC Group and the Management Group shall will
allocated in the following proportions: 88.2% to the HSBC Group and 11.8% to the
Management Group.
The Orderly Marketing Agreement provides that, during the Internal
Priority Period, Demand Rights may be exercised only by the HSBC Group. In
addition, the Orderly Marketing Agreement provides that the number of Shares to
be sold by Innovex Shareholders in any offering made upon exercise of Piggyback
Rights during the Internal Priority Period will be allocated in the following
proportions: 75% to the HSBC Group; 15% to the Reporting Persons; and 10% to the
Management Group. The Orderly Marketing Agreement also provides that the number
of Shares to be sold by Innovex Shareholders in any offering made upon exercise
of Piggyback Rights after the Internal Priority Period will be allocated in the
following proportions: up to 66 2/3% to the Reporting Persons and/or the
Management Group, and at least 33 1/3% to the HSBC Group.
Item 5. Interest in Securities of the Issuer.
Based on information contained in the most recent publicly available
filings of the Company with the Securities and Exchange Commission, each
Reporting Person is deemed to beneficially own the number of Shares and the
percentage of outstanding Shares listed in the responses to Items 11 and 13,
respectively, of the page filed herewith relating to such Reporting
Person. In addition, the numbers of Shares with respect to which each Reporting
Person (i) has sole voting power, (ii) shares voting power,
<PAGE>
Page 9 of 11
(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 relating to such Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth in Item 4 above, the Reporting Persons have not
entered into any contracts, arrangements, understandings or relationships with
respect to any securities of the Company.
<PAGE>
Page 10 of 11
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1 Orderly Marketing Agreement,
dated as of November 29, 1996,
among the persons listed in Annex
A thereto
2 Joint Filing Agreement, dated
December 9, 1996, among Barrie
Stevens Haigh and Stella Haigh
<PAGE>
Page 11 of 11
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.
Dated: December 9, 1996
/s/ Barrie Stevens Haigh
Barrie Stevens Haigh
/s/ Stella Haigh
Stella Haigh
<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Orderly Marketing Agreement,
dated as of November 29, 1996,
among the persons listed in Annex
A thereto
2 Joint Filing Agreement, dated
December 9, 1996, among Barrie
Stevens Haigh and Stella Haigh
EXHIBIT 1
Conformed Copy
ORDERLY MARKETING AGREEMENT
by and among
THE SHAREHOLDERS LISTED IN ANNEX A HERETO
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Dated as of November 29, 1996
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<PAGE>
TABLE OF CONTENTS
Page
Section 1. Definitions, Inconsistent Agreements...................... 2
Section 2. Initial Secondary Offering................................ 3
2.1 Allocation of Shares of Common Stock...................... 3
2.2 Priority.................................................. 4
Section 3. Control by HSBC........................................... 4
3.1 Determination of the Terms................................ 4
3.2 Meetings with Quintiles................................... 5
Section 4. Shelf Registration........................................ 5
4.1 Allocation................................................ 5
Section 5. Demand Rights and Piggyback Rights........................ 6
5.1 Internal Priority Period.................................. 6
5.2 Allocation................................................ 7
Section 6. Miscellaneous............................................. 7
6.1 Governing Law............................................. 7
6.2 Jurisdiction.............................................. 8
6.3 Remedies.................................................. 8
ANNEX A
ANNEX B
A-i
<PAGE>
ORDERLY MARKETING AGREEMENT
This Orderly Marketing Agreement (this "Agreement") is dated as of
November 29, 1996, and is being entered into by and among the persons listed in
Annex A hereto, each of which is sometimes referred to herein individually as a
"Holder" and collectively as the "Holders." The entities listed in Annex A(1),
including HSBC Private Equity Europe Limited ("HSBC"), shall be collectively
referred to as the "HSBC Group", the persons listed in Annex A(2), including
Barrie S. Haigh, shall be collectively referred to as the "Haigh Group" and the
persons listed in Annex A(3) shall be collectively referred to as the
"Management Group."
RECITALS
WHEREAS, the Board of Directors of Quintiles Transnational Corp., a
North Carolina corporation ("Quintiles"), and Innovex Limited, a limited company
organized under the laws of England and Wales ("Innovex"), have determined that
it is in the best interests of their respective companies and shareholders to
combine their businesses (the "Combination"); and
WHEREAS, Quintiles, Innovex and the Holders have entered into a Share
Exchange Agreement, dated as of October 4, 1996 (the "Exchange Agreement") by
and among Quintiles, Innovex and the Shareholders of Innovex, pursuant
<PAGE>
to which Quintiles, Innovex and the Holders have agreed to exchange all of their
issued and outstanding share capital of Innovex for shares of Common Stock, par
value $0.01 per share, of Quintiles; and
WHEREAS, Quintiles and the Holders have entered into a Registration
Rights Agreement, dated the date hereof (the "Registration Rights Agreement"),
pursuant to which the parties thereto have made certain covenants and agreements
concerning, among other things, the registration of the shares of Common Stock
of Quintiles under the Securities Act of 1933, as amended; and
WHEREAS, the parties hereto wish to make certain additional covenants
and agreements including, among other things, the assignment pursuant to Section
11(i) of the Registration Rights Agreement of certain rights and obligations
under the Registration Rights Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein, the
parties hereto agree as follows:
Section 1. Definitions; Inconsistent Agreements.
(a) Capitalized terms used in this Agreement shall, unless otherwise
specified herein, have the meanings assigned to them in the Registration Rights
Agreement.
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<PAGE>
(b) For the avoidance of doubt, the parties agree that (i) they will not enter
into any agreements or arrangements providing for rights that are inconsistent
with the rights and obligations set forth herein, and if any such agreements or
arrangements are entered into, the terms of this Agreement shall control, and
(ii) any references in the Registration Rights Agreement to the allocation of
rights among the Holders on a "pro rata basis" as are inconsistent with the
allocations set forth in this Agreement shall be superseded as among the parties
hereto by the terms of this Agreement.
Section 2. Initial Secondary Offering.
2.1 Allocation of Shares of Common Stock. In connection with the offer
and sale of Common Stock by the Holders in the Initial Secondary Offering, the
ratio of shares of Common Stock to be offered and sold by each Holder (or
classes of Holder) shall be as indicated in Annex B; provided, however, that in
the event that the Maximum Number is less than 4 million but greater than 2
million and the number of shares of Common Stock to be sold by the Holders is
reduced pursuant to Section 2.1(b) of the Registration Rights Agreement, the
shares of Common Stock to be sold by the Holders designated as the Management
Group in Annex A(3) will be 270,000 shares and the balance of such shares to be
sold by the Holders shall be offered in such ratio that the
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<PAGE>
shares of Common Stock to be sold by the HSBC Group constitute 83 1/3% and those
sold by the Haigh Group constitute 16 2/3% of such balance of shares.
2.2 Priority. If (a) the size of the Initial Secondary Offering
contemplated by Section 2.1 of the Registration Rights Agreement is increased
such that more than an aggregate of 4 million shares of Common Stock is offered
and sold pursuant thereto, (b) the number of shares of Common Stock offered by
Quintiles or its shareholders (other than the Holders) in the Initial Secondary
Offering is reduced, or (c) additional shares of Common Stock are included
pursuant to an overallotment option, the effect of which in any such case is to
increase the number of shares of Common Stock to be offered by the Holders in
the Initial Secondary Offering, then the additional shares of Common Stock to be
sold by the Holders shall be shares of Common Stock held by the HSBC Group as
may be agreed by members of the HSBC Group, to the extent of their respective
shareholdings.
Section 3. Control by HSBC.
3.1 Determination of the Terms. To the extent that it is within the
control of Holders pursuant to the Registration Rights Agreement, in connection
with the Initial Secondary Offering and any other offerings during the Internal
Priority Period (as defined below), the HSBC
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<PAGE>
Group shall have the right to determine the parameters of the desired offerings,
including, without limitation, minimum price, maximum underwriter's commission
and plan of distribution, and shall have the power to determine whether or not
to consummate the offering upon the advice it receives from the managing
underwriter to the offering.
3.2 Meetings with Quintiles. A representative from the HSBC Group shall
be entitled to attend meetings to be held between Quintiles and the Holders
pursuant to Section 2.6(m) of the Registration Rights Agreement.
Section 4. Shelf Registration.
4.1 Allocation. The shares of Common Stock to be sold pursuant to any
Shelf Registration will be allocated as follows:
(a) During the Internal Priority Period (as defined in Section 5.1
below), all shares will be sold by the HSBC Group.
(b) Following the end of the Internal Priority Period, the shares
available to be sold will be allocated in the following proportions: 50% to the
HSBC Group on the one hand and 50% to the Haigh Group and the Management Group
on the other hand; provided that if at any time following the end of the
Internal Priority Period, Barrie S. Haigh shall no longer be a director,
executive officer, employee or consultant of or to Quintiles, the shares
available to be
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<PAGE>
sold will be allocated to the Haigh Group in priority to the HSBC Group and the
Management Group up to 85% of the Haigh Group's shares; provided that any shares
to be sold by the HSBC Group and the Management Group shall be allocated in the
following proportions: 88.2% to the HSBC Group and 11.8% to the Management
Group.
(c)(i) Notwithstanding the provisions set forth in paragraphs (a) and
(b) above, in the event that any Holders elect not to sell some or all of the
shares which they would otherwise be entitled to sell pursuant to the preceding
two paragraphs, the number of shares not offered and sold by any such Holder may
be offered and sold by the Holders who so elect to sell. The Holders agree to
hold periodic meetings with one another to discuss their respective plans for
selling Registrable Securities.
(ii) In the event that any Holder offers and sells shares allocated to
them pursuant to the preceding clause (i) that exceed the shares otherwise
allocated to such Holder pursuant to paragraghs (a) and (b) above, such number
of shares so sold shall be available to be sold by the other Holder or Holders
in subsequent periods prior to any allocation provided for in the preceding
paragraphs (a) and (b).
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<PAGE>
Section 5. Demand Rights and Piggyback Rights.
5.1 Internal Priority Period. For the duration of the Internal Priority
Period (defined below), the demand rights provided to the Holders pursuant to
Section 2 of the Registration Rights Agreement may be exercised only by the HSBC
Group. For purposes of this Agreement, the term "Internal Priority Period" means
the period ending at the time the HSBC Group collectively shall have disposed of
75% of the shares of Common Stock collectively received by them in connection
with the Combination.
5.2 Allocation. The following provisions shall govern the allocation
among Holders of the registration rights provided by the Registration Rights
Agreement. Registrations made pursuant to Sections 2.3, 2.4 and 2.5 of the
Registration Rights Agreement (or any other agreement or arrangement) during the
Internal Priority Period shall be allocated among the Holders in proportion to
the number of shares of Common Stock set forth opposite each Holder's name in
Annex B. After the end of the Internal Priority Period piggyback registrations
made pursuant to Sections 2.4 and 2.5 of the Registration Rights Agreement shall
be allocated among the Holders such that up to 66 2/3% of the shares of Common
Stock registered are shares owned by the Haigh Group and/or the Management Group
and at least 33 1/3% of the shares of Common Stock so registered are shares
owned by the HSBC Group.
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<PAGE>
Section 6. Miscellaneous.
6.1 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York, USA, without regard to
principles of conflicts of laws.
6.2 Jurisdiction. Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought only in the
United Stated District Court for the Southern District of New York or any New
York State court sitting in New York City, and each of the parties hereby
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as
provided in this Section 6.2 shall be deemed effective service of process on
such party.
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<PAGE>
6.3 Remedies. In the event of breach by any party of any of its
obligations under this Agreement, each other party, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. Each of the parties agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at law would be adequate. No failure or delay on
the part of any party in exercising any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
/s/Barrie S. Haigh
Barrie S. Haigh
/s/Stella D. Freeman
Stella D. Freeman
TRUSTEES OF THE BARRIE S. HAIGH
CHILDREN'S SETTLEMENT NO. 1
By: /s/Barrie S. Haigh
Name:
Title:
TRUSTEES OF THE BARRIE S. HAIGH
CHILDREN'S SETTLEMENT NO. 2
By: /s/Barrie S. Haigh
Name:
Title:
HSBC PRIVATE EQUITY INVESTMENTS LIMITED
By: /s/ C. Masterson
Name:
Title:
LLOYDS DEVELOPMENT CAPITAL LIMITED
By: /s/C. Masterson
Name:
Title:
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<PAGE>
MSS NOMINEES LIMITED
(ACCOUNT 758170)
By: /s/ C. Masterson
Name:
Title:
MSS NOMINEES LIMITED
(ACCOUNT 758979)
By: /s/ C. Masterson
Name:
Title:
MSS NOMINEES LIMITED
(ACCOUNT 757549)
By: /s/ C. Masterson
Name:
Title:
MSS NOMINEES LIMITED
(ACCOUNT 778392)
By: /s/ C. Masterson
Name:
Title:
GENERAL ACCIDENT EXECUTOR AND TRUSTEE
COMPANY LIMITED (ACCOUNT H715)
By: /s/ C. Masterson
Name:
Title:
GENERAL ACCIDENT EXECUTOR AND TRUSTEE
COMPANY LIMITED (ACCOUNT H716)
By: /s/ C. Masterson
Name:
Title:
-11-
<PAGE>
/s/Paul Knott
Peter A. Forrester
/s/Paul Knott
Graham Wilson
/s/Paul Knott
David F. White
/s/Paul Knott
David M. Fleet
/s/Paul Knott
David D. Lilley
/s/Paul Knott
Jonathan K. Bolter
/s/Paul Knott
John V. Burke
/s/Paul Knott
David M. Stack
/s/Paul Knott
Nicholas J. McCooke
/s/Paul Knott
William I. Glynn-Williams
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<PAGE>
TRUSTEES OF THE No. 1 TRUST CREATED BY
PAUL KNOTT AND DATED OCTOBER 4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE No. 2 TRUST CREATED BY
PAUL KNOTT AND DATED OCTOBER 4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE No. 1 TRUST CREATED BY
NICHOLAS JOHN MCCOOKE AND DATED OCTOBER
4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE No. 2 TRUST CREATED BY
NICHOLAS JOHN MCCOOKE AND DATED OCTOBER
4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE TRUST CREATED BY
JONATHAN KENNETH BOLTER AND DATED
OCTOBER 4, 1996
By: /s/ Paul Knott
Name:
Title:
-13-
<PAGE>
TRUSTEES OF THE TRUST CREATED BY GRAHAM
WILSON AND DATED OCTOBER 4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE TRUST CREATED BY DAVID
WHITE AND DATED OCTOBER 4, 1996
By: /s/ Paul Knott
Name:
Title:
TRUSTEES OF THE TRUST CREATED BY
CHRISTOPHER S. MORLEY AND DATED OCTOBER
4, 1996
By: /s/ Paul Knott
Name:
Title:
-14-
<PAGE>
ANNEX A
Identity of Holders
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Name Address
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(1) HSBC Group
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HSBC Private Equity c/o HSBC Private Equity
Investments Limited Europe Ltd.
Vintner's Place
68 Upper Thames Street
London EC4V 3BJ
England
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Lloyds Development 48 Chiswell Street
Capital Limited London EC1Y 4XX
England
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MSS Nominees Limited Midland Securities
(Account 758170) Services Client Delivery
Midland Bank plc
Mariner House
Pepys Street
London EC3N 4DA
England
----------------------------------------------------------------------------
MSS Nominees Limited Midland Securities
(Account 758979) Services Client Delivery
Midland Bank plc
Mariner House
Pepys Street
London EC3N 4DA
England
----------------------------------------------------------------------------
MSS Nominees Limited Midland Securities
(Account 757549) Services Client Delivery
Midland Bank plc
Mariner House
Pepys Street
London EC3N 4DA
England
----------------------------------------------------------------------------
MSS Nominees Limited Midland Securities
(Account 778392) Services Client Delivery
Midland Bank plc
Mariner House
Pepys Street
London EC3N 4DA
England
----------------------------------------------------------------------------
General Accident Executor Ibex House
and Trustee Company 42/47 Minories
Limited (Account H716) London EC1N 1BX
England
----------------------------------------------------------------------------
<PAGE>
----------------------------------------------------------------------------
General Accident Executor Ibex House
and Trustee Company 42/47 Minories
Limited (Account H715) London EC1N 1BX
England
----------------------------------------------------------------------------
The Venture Catalysts c/o HSBC Private Equity
Ltd. Europe Ltd.
Vintner's Place
68 Upper Thames Street
London, EC4V 3BJ
England
----------------------------------------------------------------------------
[?] c/o HSBC Private Equity
Europe Ltd.
Vintner's Place
68 Upper Thames Street
London, EC4V 3BJ
England
----------------------------------------------------------------------------
(2) Haigh Group
----------------------------------------------------------------------------
Barrie Stevens Haigh Chimneys
Winter Hill
Cookham Dean
Berks SL6 9TN
----------------------------------------------------------------------------
Stella Freeman Chimneys
Winter Hill
Cookham Dean
Berks SL6 9TN
----------------------------------------------------------------------------
Trustees of the Barrie Chimneys
Haigh Children's Winter Hill
Settlement No. 1 Cookham Dean
Berks SL6 9TN
----------------------------------------------------------------------------
Trustees of the Barrie Chimneys
Haigh Children's Winter Hill
Settlement No. 2 Cookham Dean
Berks SL6 9TN
----------------------------------------------------------------------------
(3) Management Group
----------------------------------------------------------------------------
Peter Alan Forrester Dean House
Cookham Dean
Berkshire SL6 9NZ
----------------------------------------------------------------------------
Graham Wilson 5 Hampshire Way
Wokingham RG41 3AX
----------------------------------------------------------------------------
A-2
<PAGE>
----------------------------------------------------------------------------
David Findlay White Little Barlows
Frieth
Henley on Thames
Oxon RG9 6PR
----------------------------------------------------------------------------
David Martin Fleet 33 Bluebell Meadows
Winnersh
Wokingham
Berkshire
----------------------------------------------------------------------------
David Dawson Lilley The Old Barn
Harpsden
Henley on Thames
Oxon RG6 4JG
----------------------------------------------------------------------------
Jonathan Kenneth Bolter Hazel Cottage
39 Mill Lane
Yately
Surrey GU17 7TN
----------------------------------------------------------------------------
John V. Burke Silver Copse
48 Linksway
Northwood
Middlesex MA6 2XB
----------------------------------------------------------------------------
David Stack 1 Robin Drive
Oak Ridge
NJ 07438
USA
----------------------------------------------------------------------------
Nicholas John McCooke 35 Stilehall Gardens
Chiswick
London W4 3BS
----------------------------------------------------------------------------
William J. Glynn-Williams Fleet View
The Pound
Cookham Village
Berkshire SL6 9QD
----------------------------------------------------------------------------
Paul Knott and Kathryn The Gables
Mary Knott Elvendon Road
Goring on Thames
Oxon RG8 0DT
----------------------------------------------------------------------------
Paul Knott and Kathryn The Gables
Mary Knott Elvendon Road
Goring on Thames
Oxon RG8 0DT
----------------------------------------------------------------------------
Nicholas J. McCooke and 35 Stilehall Gardens
Susan McCooke Chiswick
London W4 3BS
----------------------------------------------------------------------------
Nicholas J. McCooke and 35 Stilehall Gardens
Susan McCooke Chiswick
London W4 3BS
----------------------------------------------------------------------------
A-3
<PAGE>
----------------------------------------------------------------------------
Jonathan K. Bolter and Hazel Cottage
Mrs. Sally Ann Bolter 39 Mill Lane
Yately
Surrey GU17 7TN
----------------------------------------------------------------------------
Graham Wilson and Mary 5 Hampshire Way
Anne Balfour Wilson Wokingham
RG41 3AX
----------------------------------------------------------------------------
David White and Irene White Little Barlows
Frieth
Henley on Thames
Oxon RG9 6PR
----------------------------------------------------------------------------
Christopher S. Morley and 9 Cherrytree Close
Mrs. Elaine Morley Hughenden Valley
Buckinghamshire
HP14 4LP
============================================================================
A-4
<PAGE>
ANNEX B
Initial Secondary Offering: Allocation
===============================================================================
Number of shares of
Common Stock to be offered
and sold in the Initial
Name Secondary Offering
- -------------------------------------------------------------------------------
HSBC Group 2,025,000 (75%)
- -------------------------------------------------------------------------------
Haigh Group 405,000 (15%)
- -------------------------------------------------------------------------------
Management Group 270,000 (10%)
- -------------------------------------------------------------------------------
===============================================================================
EXHIBIT 2
Pursuant to Rule 13d1-f promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing of the
Schedule 13D, dated December 9, 1996, and each and every amendment thereto.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Dated: December 9, 1996
/s/ Barrie Stevens Haigh
Barrie Stevens Haigh
/s/ Stella Haigh
Stella Haigh
