<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
APPLIED MICROSYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
037935103
(CUSIP Number)
ONEX CORPORATION
CANADA TRUST TOWER
161 BAY STREET - 49TH FLOOR
TORONTO, ONTARIO M5J 2S1 CANADA
ATTENTION: EWOUT HEERSINK
(416) 362-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
JOEL I. GREENBERG, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
MAY, 16 1996 - AUGUST 30, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Page 1 of ___ pages.
Exhibit Index on page __.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 037935103 PAGE 2 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 912,861 shares of Common Stock, including 71,602
REPORTING shares of Common Stock issuable pursuant to a
PERSON presently exercisable warrant
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
912,861 shares of Common Stock, including 71,602
shares of Common Stock issuable pursuant to a
presently exercisable warrant
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,861 shares of Common Stock, including 71,602 shares of Common
Stock issuable pursuant to a presently exercisable warrant
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% of the Company's shares of Common Stock, assuming exercise of
the Warrant.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 037935103 PAGE 3 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vencap, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 912,861 shares of Common Stock, including 71,602
REPORTING shares of Common Stock issuable pursuant to a
PERSON presently exercisable warrant
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
912,861 shares of Common Stock, including 71,602
shares of Common Stock issuable pursuant to a
presently exercisable warrant
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,861 shares of Common Stock, including 71,602 shares of Common
Stock issuable pursuant to a presently exercisable warrant
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% of the Company's shares of Common Stock, assuming exercise of
the Warrant.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 037935103 PAGE 4 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald W. Schwartz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 912,861 shares of Common Stock, including 71,602
REPORTING shares of Common Stock issuable pursuant to a
PERSON presently exercisable warrant
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
912,861 shares of Common Stock, including 71,602
shares of Common Stock issuable pursuant to a
presently exercisable warrant
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,861 shares of Common Stock, including 71,602 shares of Common
Stock issuable pursuant to a presently exercisable warrant
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% of the Company's shares of Common Stock, assuming exercise of
the Warrant.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 5
Item 1. Security and Issuer.
The securities to which this Statement on Schedule 13D amendment
relates are the shares of common stock, par value $.01 per share (the "Common
Stock"), of Applied Microsystems Corporation, a Washington corporation (the
"Issuer"). The shares of Common Stock reported in this Statement include 71,602
shares of Common Stock issuable pursuant to a certain presently exercisable
preferred stock Warrant (See Exhibit 1), dated February 10, 1992, between the
Issuer and Vencap Equities Alberta Ltd. (which was acquired by Vencap, Inc.
(formerly known as Vencap Acquisition Corp.) on January 3, 1996) (the
"Warrant"). The principal executive office of the Issuer is located at 5020
148th Avenue N.E., Redmond, Washington 98052.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement on Schedule 13D is being filed by
Vencap, Inc., an Alberta, Canada corporation ("Vencap"), Onex Corporation, an
Ontario, Canada corporation ("Onex") and Gerald W. Schwartz ("Mr. Schwartz").
Vencap, Onex and Schwartz (collectively, the "Reporting Persons") are filing the
statement jointly, pursuant to the provisions of Rule 13d-l(f)(l) under the
Securities Exchange Act of 1934, as amended, as separate persons and not as
members of a group. See Exhibit 2 for their Joint Filing Agreement.
Vencap
Vencap is an Alberta, Canada corporation. Vencap is a value-added
private equity investor, operating in western Canada, the Pacific Northwest and
the Rocky Mountain region of the United States. Vencap purchases significant and
influential equity interests in selected high-growth companies, builds these
companies to positions of market leadership and
Page 5 of __ pages.
<PAGE> 6
generates a return on investment either through profitable exit or by generating
ongoing sustainable income. The address of the principal business and principal
offices of Vencap is Suite 1980, 10180 101st Street N.W., Edmonton, Alberta,
Canada T5J 3S4. Information relating to the directors and executive officers of
Vencap is set forth on Schedule A hereto, which is incorporated herein by
reference.
Onex
Onex is an Ontario, Canada corporation. It is a diversified company
that operates through autonomous subsidiaries, associated companies and
strategic partnerships. The address of the principal business and principal
offices of Onex is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA M5J
2S1. Information relating to the directors and executive officers of Onex is set
forth on Schedule B hereto which is incorporated herein by reference. Onex is
the sole shareholder of Vencap Acquisition Holdings Inc. ("Vencap Holdings").
Vencap Holdings is an Ontario, Canada corporation which was formed to acquire
and hold the outstanding securities of Vencap and was one of the parties that
filed the Schedule 13D to which this amendment relates. Subsequently, Vencap
Holdings transferred the shares it owned in Vencap to affiliates of Onex. Onex
is the indirect beneficial owner of approximately 90% of the shares of Vencap.
Mr. Schwartz
The principal occupation of Mr. Schwartz is the Chairman of the Board,
President and Chief Executive Officer of Onex. The business address of Mr.
Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA MSJ 2S1. Mr.
Schwartz is a citizen of Canada.
(d) and (e). None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or
Page 6 of __ pages.
<PAGE> 7
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which any such
person 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.
Vencap (formerly known as Vencap Acquisition Corp.) originally
purchased the shares of Vencap Equities Alberta Ltd., which owned the Common
Stock and the Warrant, with its own treasury funds. If the Warrant, that is the
subject of this Statement is exercised, the Reporting Persons intend to use
internal sources of funds to pay the price payable under the Warrant.
Item 4. Purpose of Transaction.
Vencap originally acquired the Common Stock for investment purposes.
The Warrant originally provided that the holder may purchase at any time on or
before February 9, 1997 12,500 shares of preferred stock at the "Exercise Price"
of $23.60 per share. The Warrant was converted to a Common Stock Warrant upon
consummation of the Issuer's initial public offering on November 14, 1995 (the
"Offering"). The Common Stock Warrant may be exercised at the holder's option to
purchase 71,602 shares of Common Stock at an exercise price of $4.12 per share.
The Reporting Persons may from time to time acquire additional shares
of Common Stock in the open market or in privately negotiated transactions,
subject to availability of the shares of Common Stock at prices deemed
favorable, the Company's business or financial condition and to other factors
and conditions the Reporting Persons deem appropriate.
Page 7 of __ pages.
<PAGE> 8
Alternatively, the Reporting Persons may sell all or a portion of their shares
of Common Stock in the open market or in privately negotiated transactions
subject to the factors and conditions referred to in Item 6.
Except as described in the Warrant, and as set forth above in the
immediately preceding paragraph, no Reporting Person has any present plans or
proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of such directors or to fill any existing vacancies on such board; (e)
any material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Page 8 of __ pages.
<PAGE> 9
Item 5. Interest in Securities of the Issuer.
(a) and (b). On January 3, 1996, Vencap Equities Alberta Ltd. was
acquired by Vencap (formerly known as Vencap Acquisition Corp.), which was
wholly owned by Vencap Holdings, which in turn was wholly-owned by Onex. As of
the date hereof, Vencap owns 912,861 shares of Common Stock, including 71,602
shares of Common Stock issuable pursuant to the Warrant.
Giving effect to the exercise of the Warrant, Vencap beneficially owns
912,861 shares of Common Stock, representing approximately 13.8% of the
outstanding shares of Common Stock (based on the number of shares of Common
Stock outstanding as of August 2, 1996, as reported in the Issuer's Report on
Form 10-Q for the quarter ended June 30, 1996).
Onex, as the indirect beneficial owner of approximately 90% of the
shares of Vencap, may be deemed to own beneficially 912,861 shares of common
stock, representing approximately 13.8% of the outstanding shares of Common
Stock (assuming the conversion of the Warrant and based on the number of shares
of Common Stock outstanding as of August 2, 1996). Mr. Schwartz is the Chairman
of the Board, President and Chief Executive Officer of Onex and the indirect
holder of all the issued and outstanding shares of Multiple Voting Shares of
Onex, ownership which entitles Mr. Schwartz to elect sixty percent (60%) of the
members of Onex's Board of Directors, and therefore may also be deemed to own
beneficially such shares of Common Stock.
(c) During the past sixty (60) days, Vencap has disposed of certain of
the shares of Common Stock as follows:
Page 9 of __ pages.
<PAGE> 10
Date of Amount of
Transaction Securities Involved Price Per Share How Effected
5/16/96 75,000 $14.875 Open Market Sale
5/17/96 75,000 15.00 Open Market Sale
5/20/96 115,000 15.125 Open Market Sale
8/02/96 20,000 17.00 Open Market Sale
8/06/96 25,000 17.00 Open Market Sale
8/16/96 45,000 17.00 Open Market Sale
8/19/96 14,000 17.375 Open Market Sale
8/20/96 14,000 17.375 Open Market Sale
8/21/96 14,000 17.50 Open Market Sale
8/22/96 3,000 17.00 Open Market Sale
8/22/96 3,000 17.125 Open Market Sale
8/23/96 3,000 17.00 Open Market Sale
8/23/96 4,000 17.25 Open Market Sale
8/29/96 25,000 17.475 Open Market Sale
8/30/96 25,000 18.80 Open Market Sale
Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Item 2,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the preceding 60 days.
(d). To the best knowledge of the Reporting Persons, no person other
than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock or the shares of Common Stock issuable upon conversion of the
Warrant.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Common Stock
of the Issuer.
Hambrecht & Quist LLC and Needham & Company, Inc., as representatives
of the several underwriters of the Offering, entered into an Agreement, dated as
of August 31, 1995 (the "Lock-up Agreement"), see Exhibit 3, with Vencap
Equities Alberta Ltd. with respect to the
Page 10 of __ pages.
<PAGE> 11
shares of Common Stock (including any securities convertible into or exercisable
or exchangeable for such shares) held by such Reporting Persons. Pursuant to the
Lock-up Agreement, such Reporting Persons had agreed not to transfer or dispose
of such shares on or prior to May 12, 1996.
Item 7. Material to Be Filed as Exhibits.
1. Warrant, dated as of February 10, 1992, by and between the Company
and Vencap Equities Alberta Ltd., incorporated by reference to the
Schedule 13D relating to the Issuer, filed by Vencap, Vencap
Holdings, Onex and Mr. Schwartz on May 2, 1996.
2. Joint Filing Agreement, dated April 24, 1996, among Vencap, Vencap
Holdings, Onex and Mr. Schwartz, incorporated by reference to the
Schedule 13D relating to the Issuer, filed by Vencap, Vencap
Holdings, Onex and Mr. Schwartz on May 2, 1996.
3. Agreement, dated as of August 31, 1995, among Hambrecht & Quist LLC,
Needham & Company, Inc. as Representatives of the Several
Underwriters and Vencap Equities Alberta Ltd., incorporated by
reference to the Schedule 13D relating to the Issuer, filed by
Vencap, Vencap Holdings, Onex and Mr. Schwartz on May 2, 1996.
4. Power of Attorney, incorporated by reference to the Form 4 relating
to Applied Microsystems Corporation, filed by Vencap, Onex and Mr.
Schwartz on September 10, 1996.
Page 11 of __ pages.
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: September 13, 1996
VENCAP, INC.
By: /s/ Anthony Munk
------------------------------------
Name: Anthony Munk
Title: Authorized Signatory
ONEX CORPORATION
By: /s/ Anthony Munk
------------------------------------
Name: Anthony Munk
Title: Authorized Signatory
/s/ Anthony Munk
------------------------------------
Authorized Signatory for
GERALD W. SCHWARTZ
Page 12 of __ pages.
<PAGE> 13
SCHEDULE A
Directors and Executive Officers of
Vencap, Inc. ("Vencap")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- -----------------
<S> <C> <C> <C>
Ian T. Morris Suite 1980, 10180 101st Street, N.W. Vice-President, Chief
Edmonton, Alberta, Financial Officer and
Canada T5J 3S4 Secretary
William R. McKenzie Suite 1980, 10180 101st Street, N.W. Vice-President
Edmonton, Alberta,
Canada T5J 3S4
David E. Stitt Suite 1980, 10180 101st Street, N.W. Vice-President
Edmonton, Alberta,
Canada T5J 3S4
Oleh S. Hnatiuk Suite 1980, 10180 101st Street, N.W. Vice-President
Edmonton, Alberta,
Canada T5J 3S4
Frank L. Stack Suite 1980, 10180 101st Street, N.W. Vice-President
Edmonton, Alberta,
Canada T5J 3S4
Mark Hilson 161 Bay Street Director, Vice-
P.O. Box 700 President of Onex
Toronto, Ontario, Corporation
Canada M5J 2S1
Anthony Munk 161 Bay Street Director, Vice-
P.O. Box 700 President of Onex
Toronto, Ontario, Corporation
Canada M5J 2S1
Donald Carlson Carlson Development Corp. Director
Suite 1420, 9915 108th Street
Edmonton, Alberta,
Canada T5K 2G8
</TABLE>
Page 13 of __ pages.
<PAGE> 14
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
- ---- ---------------- -----------------
<S> <C> <C>
Vahan Koloian Polar Capital Corp. Director, President and
13th Floor Partner of Polar Capital
350 Bay Street Corporation, a
Toronto, Ontario merchant banking firm
Canada M5H 2S6
</TABLE>
Page 14 of __ pages.
<PAGE> 15
SCHEDULE B
Directors and Executive Officers of
Onex Corporation ("Onex")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ---- ---------------- ------------------------
<S> <C> <C>
Gerald W. Schwartz 161 Bay Street Chairman of the Board, President,
P.O. Box 700 Chief Executive Officer and
Toronto, Ontario Director
Canada M5J 2S1
Ewout R. Heersink 161 Bay Street Vice President, and Chief
P.O. Box 700 Financial Officer
Toronto, Ontario
Canada M5J 2S1
Mark L. Hilson 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony R. Melman 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony Munk 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
John S. Elder, Q.C. 161 Bay Street Secretary
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Dan C. Casey Creson Corporation Director, Chairman and Chief
5255 Yonge Street Executive Officer of Creson
Suite 804 Corporation, an Ontario real estate
North York, Ontario company
Canada M2N 6P4
</TABLE>
Page 15 of __ pages.
<PAGE> 16
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ---- ---------------- ------------------------
<S> <C> <C>
Donald H. Gales Ellesmere Britannia Director, Corporate Director
P.O. Box 1698GT, Villa 639
Grand Cayman Island
British West Indies
Serge Gouin Le Groupe Videotron Ltee Director, President and Chief
300, ave Viger est Operating Officer of Le Groupe
Montreal, Quebec Videotron Ltee, a Canadian
Canada H2V 2T6 television company
Brian M. King 2154 Capistrano Crescent Director, Corporate Director
Kelowna, British Columbia
Canada VIY 6E8
J. William E. Mingo, Stewart McKelvey Director, Partner at Stewart
Q.C. Stirling Scales McKelvey Stirling Scales, a law
1959 Upper Water St. firm in Halifax, Nova Scotia
10th Floor
Halifax, Nova Scotia
Canada B3J 2X2
J. Robert S. Prichard, University of Toronto Director, President of the
O.C. 27 Kings College Circle University of Toronto
Simcoe Hall, Room 206
Toronto, Ontario
Canada M5S 1A1
R. Geoffrey P. Styles Royal Bank Plaza Director, Corporate Director
Suite 3115,
South Tower
Toronto, Ontario
Canada M5J 2J5
Arni C. Thorsteinson Shelter Canadian Properties Director, President of Shelter
Limited Canadian Properties Limited
2600-7 Evergreen Place
Winnipeg, Manitoba
Canada R3L 2T3
</TABLE>
Page 16 of __ pages.
