SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)
YES! ENTERTAINMENT CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
985834100
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(CUSIP Number)
Mr. Stuart J. Chasanoff
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 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-l(b)(3) or (4), check the following box ( )
(Continued on following pages)
<PAGE>
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CUSIP NO. 985834100 13D
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1 NAME OF REPORTING PERSON INFINITY INVESTORS LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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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* WC
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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 NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 17,757,939
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 17,757,939
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 17,757,939
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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) 52.2%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
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CUSIP NO. 985834100 13D
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1 NAME OF REPORTING PERSON INFINITY EMERGING OPPORTUNITIES LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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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* WC
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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 NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 188,698
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 188,698
10 SHARED DISPOSITIVE POWER 0
- ---------------------- -------- -----------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 188,698
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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) 1.1%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
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CUSIP NO. 985834100 13D
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1 NAME OF REPORTING PERSON GLACIER CAPITAL LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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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* WC
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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 NEVIS, WEST INDIES
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NUMBER OF SHARES 7 SOLE VOTING POWER 2,017,448
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: 8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 2,017,448
10 SHARED DISPOSITIVE POWER 0
- ---------------------- -------- ------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,017,448
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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) 10.9%
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14 TYPE OF REPORTING PERSON* CO
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* SEE INSTRUCTIONS
<PAGE>
1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.001 per share (the "Common Stock"), of YES!
Entertainment Corporation, a Delaware corporation, which has its principal
executive offices located 3875 Hopyard Road, Suite 375, Pleasanton,
California 94588 (the "Issuer" or "YES!").
2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), this Schedule 13D Statement is hereby
filed jointly by Infinity Investors Limited ("Infinity"),
Infinity Emerging Opportunities Limited ("Emerging") and Glacier
Capital Limited ("Glacier") (the "Reporting Persons").
Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to the following
persons (collectively, the "Controlling Persons"): HW Partners,
L.P. ("HW Partners"), HW Finance, L.L.C. ("HW Finance"), Hunt
Financial Partners, L.P. ("Hunt LP"), Hunt Financial Group, L.L.C
("Hunt LLC"), Lion Capital Partners, L.P. ("Lion"), Mountain
Capital Management, L.L.C. ("Mountain"), Randall Fojtasek
("Fojtasek"), Clark K. Hunt ("C. Hunt"), Lamar Hunt ("L. Hunt")
and Barrett Wissman ("Wissman"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively
referred to as the "Item 2 Persons." The Reporting Persons have
included as Exhibit 99.1 to this Statement an agreement in
writing that this Statement is filed on behalf of each of them.
(b) & (c) REPORTING PERSONS
The Reporting Persons are Nevis, West Indies Corporations. The
principal business of each Reporting Person is the purchase,
sale, exchange, acquisition and holding of investment securities.
The principal address of each Reporting Person, which also serves
as its principal office, is Hunkins Waterfront Plaza, Main
Street, P.O. Box 556, Charlestown, Nevis, West Indies.
The names, business addresses, principal occupations or
employments and citizenships of each officer and director of the
Reporting Persons are set forth on Schedule A attached hereto and
incorporated herein by reference.
CONTROLLING PERSONS
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the Controlling Persons is set forth below. The
principal address of each Controlling Person (other than
Fojtasek), which also serves as such person's principal office,
is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. Fojtasek's
principal address and principal place of business is 3801
Maplewood Avenue, Dallas, Texas 75205.
Infinity:
HW Partners is a Texas limited partnership, the principal
business of which is acting as advisor to Infinity and Emerging
and activities related thereto.
HW Finance is a Texas limited liability company, the principal
business of which is serving as the general partner of HW
Partners and activities related thereto. C. Hunt and Wissman are
the Managers of HW Finance.
The principal occupation or employment of each of Wissman and C.
Hunt is financial management.
Emerging:
HW Partners is a Texas limited partnership, the principal
business of which is acting as advisor to Infinity and Emerging
and activities related thereto.
HW Finance is a Texas limited liability company, the principal
business of which is serving as the general partner of HW
Partners and activities related thereto. C. Hunt and Wissman are
the Managers of HW Finance.
The principal occupation or employment of each of Wissman and C.
Hunt is financial management.
Glacier:
Glacier is a wholly-owned subsidiary of Lion, the sole general
partner of which is Mountain, which is managed by C. Hunt,
Wissman and Fojtasek.
Lion is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of
investment securities.
Mountain is a Texas limited liability company, the principal
business of which is serving as the general partner of Lion and
activities related thereto. C. Hunt, Wissman and Fojtasek are the
Managers of Mountain.
The principal occupation or employment of Fojtasek is serving as
President to Atrium Door and Window Company of New York, Atrium
Door and Window Company of New England, Inc., Atrium Door and
Window Company of the Northeast, Connecticut corporations, and
Atrium Door and Window Company - - West Coast, a Texas
corporation, and financial management.
(d)&(e) During the last five (5) years, no Item 2 Person has been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and no Item 2 Person is a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction such that, as a result of such
proceeding, any Item 2 Person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) Fojtasek, C. Hunt, and Wissman are U.S. citizens and residents of
the State of Texas.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following disclosure is qualified in its entirety by reference to (i)
the Second Amendment, the Form of New Debentures and the Certificate of
Designation for the Series B Preferred Stock (each as defined below) as
filed by the Issuer as Exhibits 4.1, 4.2 and 4.3 to the Issuer's Report on
Form 8-K, dated as of August 4, 1997 and (ii) the Replacement Debentures,
the Certificate of Designation for the Series C Preferred Stock and the
Exchange Agreement (each as defined below). On January 28, 1997, Infinity
and Fairway Capital Limited, a Nevis, West Indies corporation ("Fairway")
entered into a purchase agreement which was subsequently amended and
restated as of March 18, 1997 (effective as of January 28, 1997, the "First
Amendment"), to provide for the purchase by Infinity and Fairway of (i) an
aggregate of $1.5 million principal amount of YES! Convertible Debentures
due April 30, 2002 (the "Old Debentures") and (ii) 85,000 shares of YES!
Series A Convertible Preferred Stock (the "Series A Preferred") having an
aggregate value of $8,500,000. On July 25, 1997 (effective as of April 30,
1997), YES!, Infinity, Fairway and Capello & Laffer Capital Corp. entered
into a Second Amended and Restated Purchase Agreement (the "Second
Amendment"), providing, among other things, for the exchange by Infinity
and Fairway of all of the Old Debentures and shares of Series A Preferred
for (i) an aggregate principal amount of $1,908,313 principal amount of
YES! Convertible Debentures due April 30, 2002 (the "New Debentures"), (ii)
an aggregate of 381,313 shares of YES!'s Series B Convertible Preferred
Stock (the "Series B Preferred") with an aggregate liquidation value of
$9,532,825, and (iii) an aggregate amount of 225,000 warrants to purchase
common stock at an exercise price of $3.55 per share (the "Warrants"). On
December 31, 1997, Fairway transferred all of its New Debentures and Series
B Preferred to Glacier in a private placement transaction exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"). On May 15, 1998, Infinity sold $100,000 of
New Debentures to Emerging in a separate private placement transaction
pursuant to Section 4(2) of the Securities Act. On September 2, 1998, YES!,
Infinity, Emerging and Glacier entered into a Securities Exchange Agreement
(the "Exchange Agreement"), providing, among other things, for the exchange
by Infinity, Emerging and Glacier of all of the New Debentures and shares
of Series B Preferred for (i) an aggregate principal amount of
$1,835,920.60 principal amount of YES! Convertible Debentures due April 30,
2002 (the "Replacement Debentures"), (ii) an aggregate of 348,670 shares of
YES!'s Series C Convertible Preferred Stock (the "Series C Preferred") with
an aggregate liquidation value of $8,716,750.
The Replacement Debentures are convertible into the same number of shares
of YES! Common Stock as were the New Debentures, which number is equal to
the product of (i) the aggregate principal amount of the Replacement
Debentures, together with all accrued but unpaid interest thereon through
the date of conversion, multiplied by (ii) the Conversion Ratio (as defined
in the Exchange Agreement) which currently equals approximately 1.875. Each
share of Series C Preferred Stock is convertible into the number of shares
of YES! Common Stock equal to the liquidation preference of the Series C
Preferred Stock ($25.00 per share) divided by the applicable Conversion
Ratio (as defined in the Exchange Agreement), which currently equals
approximately 46.887 shares of Common Stock for each share of Series C
Preferred.
Pursuant to the Exchange Agreement, the Issuer has agreed to call an annual
or special meeting for the purpose of (i) increasing the number of
authorized shares of Common Stock sufficient to cause the number of
authorized and unissued and unreserved shares of Common Stock to exceed by
at least 10 million shares the number of shares of Common Stock issuable
upon the conversion and exercise of all of the July Debentures, the
Warrants (each as defined in the Exchange Agreement), the outstanding
shares of Series B Preferred, Series C Preferred and the Replacement
Debentures and (ii) approving the issuance of Common Stock upon conversion
of the Series C Preferred and/or the Replacement Debentures in the amount
required by the Certificate of Designation of Series C Preferred and the
Replacement Debentures. Under an Irrevocable Proxy Coupled with an
Interest, Stuart Chasanoff has been authorized to vote the shares of Gary
Nemetz and Donald Kingsborough.
Pursuant to the Exchange Agreement, the Reporting Persons are prohibited
from converting the Replacement Debentures and the Series C Preferred until
the earlier of February 21, 1999 or the date an Event of Default (as
defined in the Exchange Agreement) occurs. In addition, each of the
Replacement Debentures and the Series C Preferred limits the aggregate
number of shares of common stock which may be issued upon conversion of the
Replacement Debentures or the Series C Preferred (together with all shares
previously issued upon conversion of both the Replacement Debentures and
the Series C Preferred) to 20% of the number of shares outstanding on the
Conversion Date (as defined in the Exchange Agreement) (the "Maximum Number
of Shares"). In the event that YES! has not obtained Stockholder Approval
(as defined in the Certificate of Designation of Series C Preferred Stock
and the Replacement Debentures) by December 21, 1998, YES! will be required
to (i) repay the balance of the Replacement Debentures, (ii) redeem the
Series C Preferred at the specified redemption price and (iii) repay the
Bridge Loan and any other indebtedness owed to the Reporting Persons,
including, without limitation, the New Facility Loan (as defined in the
Exchange Agreement). If such payment, if required to be made, is not made
on or before December 23, 1998, YES! must pay a repayment premium in
addition to repaying the principal of and accrued but unpaid interest on
the Replacement Debentures and/or the aggregate liquidation preference and
accrued but unpaid dividends on the Series C Preferred.
The original funds used to acquire the Series B Preferred and the New
Debentures were derived from the Purchasers' working capital accounts. As
used herein the term "Working Capital" includes income from the business
operations of the entity plus sums borrowed from, among other sources,
banks and brokerage firm margin accounts, to operate such business in
general. The Series C Preferred and the Replacement Debentures were
acquired in exchange for the Series B Preferred and the New Debentures.
4. PURPOSE OF TRANSACTION.
Each Reporting Person acquired the Replacement Debentures and the Series C
Preferred for investment purposes only.
Although the Reporting Persons have no immediate intention to effect any
additional transactions in the Common Stock of the Issuer, they may acquire
additional shares of Common Stock of the Issuer (by conversion of the
Series C Preferred and/or the Replacement Debentures, exercise warrants
owned by the Reporting Persons, open-market purchases or otherwise) or
dispose of some or all of the Replacement Debentures, Series C Preferred or
Common Stock based upon a number of factors, including the Reporting
Persons' evaluation of the Issuer's business prospects and financial
condition, the market for the Issuer's shares, general economic and stock
market conditions and other investment opportunities. Pursuant to the
Certificate of Designation of Series C Preferred Stock and the Replacement
Debentures, the Issuer has undertaken to obtain, by December 21, 1998,
Stockholder Approval authorizing an issuance upon conversion of the
Replacement Debentures and/or Series C Preferred of more than the Maximum
Number of Shares. If Stockholder Approval is not so obtained, then, unless
the Reporting Persons deliver written notice to the Issuer that no
redemption or repayment is required, the Issuer will be required to redeem
all of the Series C Preferred then outstanding and repay all of the
principal amount of and accrued interest on the Replacement Debentures. If
such payment, if required to be made, is not received by the Reporting
Persons by December 23, 1998, the Issuer will be required to pay interest
on such overdue amounts accruing from December 21, 1998. If Stockholder
Approval is obtained, and if the Reporting Persons then elect to convert
all of the Replacement Debentures and Series C Preferred Stock into Common
Stock, the Reporting Persons would have a sufficient majority of the then
issued and outstanding Common Stock to authorize any and all corporate
transactions which require the approval of a majority of the shareholders
of the Common Stock of the Issuer, including, without limitation, engaging
in extraordinary corporate transactions, effecting changes in the Issuer's
management or its directors, business, corporate structure, capitalization,
dividend policy, Certificate of Incorporation or Bylaws, or deleting,
delisting or terminating the registration of any securities of the Issuer.
Pursuant to the Certificate of Designation of Series C Preferred Stock, the
Issuer has undertaken to elect two members to the Issuer's Board of
Directors selected by the Reporting Persons. The Reporting Persons are
currently considering a number of options, including, without limitation,
those described above.
Except as set forth in this Item 4, the Item 2 Persons have no present
plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Act.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage of
shares of Common Stock beneficially owned by the Reporting Persons
(based on applicable current conversion ratios, which are subject to
change, and 16,440,733 shares of Common Stock outstanding as reported
in the Issuer's Form 10-Q for the quarter ended March 31, 1998):
<TABLE>
REPORTING PERSONS
<CAPTION>
- ---------- -------------- -------------- ------------ --------------- --------------------- -------------- -------------- ----------
Reporting Principal Shares of Number of Shares of Shares of Common Shares of Total Number Percentage
Person Amount of Common Stock shares of Common Stock Stock Received upon Common Stock of Common of Common
Replacement Underlying Series C Underlying Conversion of Upon Shares Stock*
Debentures Replacement Preferred Series C Replacement Exercise of
Debentures Preferred Debentures and/or Warrants
Series C Preferred
Stock
- ---------- -------------- -------------- ------------ --------------- --------------------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Infinity 1,545,787.50 2,900,077 313,454 14,697,058 160,084 202,500 17,960,439 52.2%
Emerging 100,639.89 188,698 -- -- -- -- 188,698 1.1%
Glacier 189,494.20 355,301 35,216 1,651,172 10,975 22,500 2,039,948 11.0%
Total 20,189,085 55.1%
- ---------- -------------- -------------- ------------ --------------- --------------------- -------------- -------------- ----------
* The percentage for each Reporting Person is calculated as if only such Reporting Person had converted. The total percentage is
calculated as if all Reporting Persons had converted.
</TABLE>
<PAGE>
CONTROLLING PERSONS
Each of (1) HW Partners, as advisor to each of Infinity and Emerging,
and (2) HW Finance, as the general partner of HW Partners, may be
deemed to be the beneficial owner of the shares of Common Stock
beneficially owned by each of Infinity (the "Infinity Shares") and
Emerging (the "Emerging Shares") pursuant to Rule 13d-3 of the Act.
In their capacities as controlling persons of HW Partners, each of C.
Hunt and Wissman, may be deemed to be the beneficial owner of the
Emerging Shares and the Infinity Shares pursuant to Rule 13d-3 of the
Act.
Each of (1) Lion as sole shareholder of Glacier, and (2) Mountain as
the general partner of Lion, may be deemed to be the beneficial owner
of the shares of Common Stock beneficially owned by Glacier (the
"Glacier Shares") pursuant to Rule 13d-3 of the Act.
In their capacities as controlling persons of Mountain, each of (1) C.
Hunt, (2) Wissman and (3) Fojtasek, may be deemed to be the beneficial
owner of the Glacier Shares pursuant to Rule 13d-3 of the Act.
(b) REPORTING PERSONS
Acting through is advisor, HW Partners, Infinity would have the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of the Infinity Shares.
Acting through its advisor, HW Partners, Emerging would have the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of the Emerging Shares.
Acting through its sole shareholder Lion, Glacier would have the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of the Glacier Shares.
CONTROLLING PERSONS
Acting through its sole general partner HW Finance, HW Partners would
have the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Infinity Shares and the Emerging Shares.
In their capacities as controlling persons of HW Partners, each of C.
Hunt and Wissman would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the Infinity
Shares and the Emerging Shares.
Acting through its sole general partner Mountain, Lion would have the
sole power to vote or to direct the vote and to dispose or to direct
the disposition of the Glacier Shares.
In their capacities as controlling persons of Mountain, each of (1) C.
Hunt, (2) Wissman and (3) Fojtasek would have the sole power to vote
or to direct the vote and to dispose or to direct the disposition of
the Glacier Shares.
(c) No Item 2 Person has effected any transactions in the shares of Common
Stock of the Issuer during that period beginning sixty (60) days
preceding the date hereof.
(d) Not applicable
(e) Not applicable
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In addition to the contracts and arrangements described above, the Issuer
agreed to file a Registration Statement with the United States Securities
and Exchange Commission covering the resale of the Common Stock received
upon conversion of the Replacement Debentures and the Series C Preferred
Stock. The Issuer further agreed to maintain the effectiveness of the
Registration Statement until such Common Stock is sold and all steps are
taken to remove any legends or restrictions on transfer thereof or until
such Common Stock is otherwise available for resale pursuant to Rule 144(k)
promulgated under the Securities Act.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated September 8,
1998.
<PAGE>
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge and
belief the information set forth in this Statement is true, complete and
correct.
Date: September 8, 1998
Infinity Investors Limited
By: /s/ Stuart J. Chasanoff
-------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Infinity Emerging Opportunities Limited
By: /s/ Stuart J. Chasanoff
-------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Glacier Capital Limited
By: /s/ Stuart J. Chasanoff
-------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
<PAGE>
SCHEDULE A
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present principal occupation
or employment of each director and executive officer of Glacier Capital Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street, London Lawyer Director
(Irish) England W1Y 7TG
James E. Martin 38 Hertford Street, London Accountant President & Treasurer
(British) England W1Y 7TG
SECORP Limited (Nevis, 38 Hertford Street, London Nevis, West Indies business Secretary
West Indies) England W1Y 7TG corporation that serves as
secretary of various entities
</TABLE>
<PAGE>
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Investors Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street, London Lawyer Director
(Irish) England W1Y 7TG
James E. Martin 38 Hertford Street, London Accountant Director
(British) England W1Y 7TG
SECORP Limited (Nevis, 38 Hertford Street, London Nevis, West Indies business Secretary
West Indies) England W1Y 7TG corporation that serves as
secretary of various entities
Margareta Hedstrom 37 Shepherd Street, London Business Executive President and Treasurer
(Swedish) England W1Y 7LH
</TABLE>
<PAGE>
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Emerging Opportunities Limited
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR POSITION WITH REPORTING PERSON
OR PLACE OF EMPLOYMENT
ORGANIZATION
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street, London Lawyer Director
(Irish) England W1Y 7TG
James E. Martin 38 Hertford Street, London Accountant Director
(British) England W1Y 7TG
SECORP Limited (Nevis, 38 Hertford Street, London Nevis, West Indies business Secretary
West Indies) England W1Y 7TG corporation that serves as
secretary of various entities
Margareta Hedstrom 37 Shepherd Street, London Business Executive President and Treasurer
(Swedish) England W1Y 7LH
</TABLE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to common stock of YES! Entertainment Corporation. This Joint Filing
Agreement shall be included as an exhibit to such filing. In evidence thereof,
each of the undersigned, being duly authorized where appropriate, hereby
executes this Joint Filing Agreement as of the 8th day of September, 1998.
Infinity Emerging Opportunities Limited
By: /s/ Stuart J. Chasanoff
-------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Glacier Capital Limited
By: /s/ Stuart J. Chasanoff
-------------------------------------
Name: Stuart J. Chasanoff
Title: Attorney-in-fact
Infinity Investors Limited
By: /s/ Stuart J. Chasanoff
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Name: Stuart J. Chasanoff
Title: Attorney-in-fact
