PCS&F DRAFT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EPL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
268920105
------------------------------------------------------------
(CUSIP Number)
VC HOLDINGS, INC.
245 Park Avenue
New York, New York 10167
(212) 867-3800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
September 18, 1997
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement. [ ]
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 268920105000 | | Page 2 of 20 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | TRILON DOMINION PARTNERS, L.L.C. 13-3838873 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]|
| | (B) [X]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS* |
| | |
| | WC |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER 5,381,806 |
| | | |
| SHARES | | |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER 0 |
| OWNED BY EACH | | |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER 5,381,806 |
| PERSON | | |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER 0 |
| | | |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 5,381,806 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 26.2% |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | |
| | 00 |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 268920105000 | | Page 3 of 20 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | VC HOLDINGS, INC. 13-3838864 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]|
| | (B) [X]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS* |
| | |
| | |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER 5,381,806 |
| | | |
| SHARES | | |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER 0 |
| OWNED BY EACH | | |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER 0 |
| PERSON | | |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER 5,381,806 |
| | | |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 5,381,806 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 26.2% |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | |
| | HC |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 268920105000 | | Page 4 of 20 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | RONALD W. CANTWELL |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]|
| | (B) [X]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS* |
| | |
| | |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States Citizen |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER 5,381,806 |
| | | |
| SHARES | | |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER 0 |
| OWNED BY EACH | | |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER 0 |
| PERSON | | |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER 5,381,806 |
| | | |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 5,381,806 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 26.2% |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | |
| | IN |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 268920105000 | | Page 5 of 20 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DOMINION CAPITAL, INC. 54-1348068 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]|
| | (B) [X]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS* |
| | |
| | |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Virginia |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER 0 |
| | | |
| SHARES | | |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER 0 |
| OWNED BY EACH | | |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER 0 |
| PERSON | | |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER 5,381,806 |
| | | |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [X] |
| | See Item 5 |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | |
| | CO |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 268920105000 | | Page 6 of 20 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DOMINION RESOURCES, INC. 54-1229715 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]|
| | (B) [X]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS* |
| | |
| | |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Virginia |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER 0 |
| | | |
| SHARES | | |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER 0 |
| OWNED BY EACH | | |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER 0 |
| PERSON | | |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER 5,381,806 |
| | | |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [X] |
| | See Item 5 |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | |
| | HC |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 20 Pages
Schedule 13D
The Common Stock (as defined below) of the Issuer (as defined below) was
registered under Section 12 of the Act on May 3, 1996. Prior to and following
such date, Trilon Dominion Partners, L.L.C., a Delaware limited liability
company, formerly known as Venture Capital Equities, L.L.C. (the "LLC") has been
the beneficial owner of more than five percent of the Common Stock of the Issuer
(as more fully described below). On September 18, 1997, the LLC exercised a
warrant to acquire 100,000 shares of Common Stock of the Issuer and on September
30, 1997 the LLC sold 43,300 shares of the Common Stock of the Issuer. In
connection with these transactions, the LLC is filing this report on Schedule
13D.
Item 1. Security and Issuer
As more fully described below, and giving effect to the September, 1997
transactions, the LLC presently owns 2,804,473 shares of Common Stock (the
"Common Stock"), par value $.001 per share of EPL Technologies, Inc., a Colorado
corporation (the "Issuer") and 1,933,000 shares of Series A preferred stock (the
"Preferred Stock") par value $1.00 per share of the Issuer, convertible into
2,577,333 shares of Common Stock. The principal executive offices of the Issuer
are located at International Plaza, Suite 245, Philadelphia, PA 19113-1507.
Item 2. Identity and Background
This Statement is being filed by the LLC, VC Holdings, Inc., a Delaware
corporation ("VC Holdings"), Ronald W. Cantwell ("Mr. Cantwell"), Dominion
Resources, Inc. a Virginia corporation ("Resources"), and Dominion Capital,
Inc., a Virginia corporation ("Capital").
The LLC is a Delaware limited liability company. Its principal business
address and the address of its principal office is 245 Park Avenue, New York,
New York 10167. The LLC was formed for the purpose of acquiring a diversified
portfolio of venture capital investments. The sole Manager of the LLC is VC
Holdings, which wholly owns 100% of the voting Class A membership in the LLC.
The only other member of the LLC is Capital, which holds a non-voting Class B
membership interest in the LLC.
VC Holdings is a Delaware corporation, its principal business address and
the address of its principal office is 245 Park Avenue, New York, New York
10167. VC Holdings is the sole Manager and the holder of 100% of the voting
interests of the LLC
<PAGE>
Page 8 of 20 Pages
and was formed for the purpose of acting in such capacity. Mr. Cantwell is the
sole shareholder of VC Holdings.
Mr. Cantwell is a citizen of the United States. His principal
business address and the address of his principal office is 245 Park
Avenue, New York, New York 10167. Mr. Cantwell is the President of
VC Holdings.
Capital is a Virginia corporation. Its principal business address and the
address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Capital was established in 1985 as a subsidiary of Resources to provide
investment management services and specialized finance advice to Resources and
its other non-regulated subsidiaries. Capital owns a non-voting Class B
membership interest in the LLC. Capital is a wholly-owned subsidiary of
Resources.
Resources is a Virginia corporation. Its principal business address and
the address of its principal office is 901 East Byrd Street, Richmond, Virginia
23219. Resources is a holding company. Its subsidiaries are principally involved
in the electric power business and are also active in the real estate and
investment management businesses.
The directors and executive officers of VC Holdings, Capital and Resources
are set forth on Schedules I, II, and III, respectively attached hereto.
Schedules I, II and III set forth the following, information with respect to
each such person.
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted; and
(iv) citizenship.
During the last five years, none of the LLC, VC Holdings, Mr. Cantwell,
Capital, Resources or any person named in Schedules I, II or III attached hereto
has been (a) convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) or (b) 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.
<PAGE>
Page 9 of 20 Pages
Item 3. Source and Amount of Funds or Other Consideration.
As a result of a series of open market transactions and private placements
prior to June 30, 1995, Capital acquired (a) 749,009 shares of Common Stock, and
(b) 2,013,000 shares of Preferred Stock. The source of funds for such
acquisitions was the working capital of Capital. On June 30, 1995, Capital
contributed such shares (as part of a specified investment portfolio) to the LLC
in exchange for a non-voting Class B membership interest in the LLC.
See Items 5 and 6 below.
On October 2, 1995, in exchange for the cancellation of debt and interest
owed by the Issuer to the LLC, the LLC received an additional 2,127,364 shares
of Common Stock. In addition, on November 15, 1995, the LLC received 24,000
shares of Common Stock from the Issuer as a commitment fee.
Item 4. Purpose of Transaction.
The shares referred to in Item 5 below were acquired by the LLC for
investment purposes. At any time the LLC may determine to dispose of some or all
of its holdings of Common Stock of the Issuer. Any decision by the LLC to
dispose of some or all of its holdings of Common Stock of the Issuer will
depend, however, on numerous factors, including, without limitation, the price
of shares of Common Stock of the Issuer, the terms and conditions relating to
their sale, the prospects and profitability of the Issuer, other business and
investment alternatives of the LLC and general economic and market conditions.
The LLC has no present intention to influence or direct the Issuer's affairs,
modify its corporate structure or interfere with the business decisions of its
management. Mr. Cantwell is a member of the Board of Directors of the Issuer.
Except as set forth above, none of the Reporting Persons nor, to the best
knowledge of such persons, any executive officer or director or any of the
Reporting Persons has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or in dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate structure; (g)
changes in the
<PAGE>
Page 10 of 20 Pages
Issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h) a
class of securities of the Issuer 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 Issuer to become 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. The Reporting Persons may
formulate plans or proposals with respect to one or more of the foregoing in the
future.
Item 5. Interest in Securities of the Issuer.
(a) Currently, the LLC is the registered and direct beneficial owner of
2,804,473 shares of Common Stock and 1,933,000 shares of Preferred Stock. Upon
conversion of the Preferred Stock pursuant to its terms, the LLC would be the
direct beneficial owner of 5,381,806 shares of Common Stock, representing as of
September 30, 1997 approximately 26.2% of the outstanding shares of Common
Stock.
The LLC originally acquired securities of the Issuer on June 30, 1995 when
Capital contributed 749,009 shares of Common Stock and 2,013,000 shares of
Preferred Stock in exchange for a non-voting Class B membership in the LLC.
Since that time, the following transactions have occurred resulting in the
LLC's current holdings of 2,804,473 shares of Common Stock and 1,933,000 shares
of Preferred Stock:
<TABLE>
<CAPTION>
Aggregate Ownership
Date Buy/Sell Shares Consideration Position
---- -------- ------ ------------- -------------------
<S> <C> <C> <C> <C>
Common Stock
06/30/95 Buy 749,009(1) $1,948,767 749,0009
10/02/95 Buy 2,127,364(2) 4,050,000 2,876,373
11/15/95 Buy 24,000(3) -- 2,900,373
</TABLE>
- --------
(1) Shares issued in exchange for original contribution by Capital in the LLC,
as described in Items 3 and 5(a).
(2) Shares issued through conversion of Issuer Debt and Interest owed to the
LLC as described in Item 3.
(3) Shares issued as a commitment fee.
<PAGE>
Page 11 of 20 Pages
<TABLE>
<CAPTION>
Aggregate Ownership
Date Buy/Sell Shares Consideration Position
---- -------- ------ ------------- -------------------
<S> <C> <C> <C> <C>
04/19/96 Sell 25,000 178,125 2,875,373
04/25/96 Sell 13,100 92,519 2,862,273
11/29/96 Sell 154,500 772,500 2,707,773
10/02/97 Acquired 40,000(5) -- 2,847,773
10/16/97 Sell 43,300 333,519 2,804,473
Preferred Stock
06/30/95 Buy 2,013,000(1) $10,400,500 2,013,000
12/10/96 Sell 50,000 225,000 1,963,000
10/02/97 Converted 30,000(5) -- 1,933,000
</TABLE>
(b) The LLC has voting and dispositive power with respect to the 5,381,807
shares of Common Stock by virtue of its direct ownership of such shares.
VC Holdings may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership of 100% of the voting interest
of the LLC and its status as sole Manager of the LLC.
Mr. Cantwell may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of his ownership of all of the voting stock of
VC Holdings.
Capital may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of its ownership interest in the LLC, which
ownership interest entitles Capital to veto (except in certain limited
circumstances) any sale of such shares of Common Stock by the LLC for a purchase
price below the agreed fair market value of such shares at the time of their
contribution to the LLC. Capital disclaims, however, any indirect beneficial
ownership interest in the shares of Common Stock owned directly by the LLC.
Resources may be considered to be an indirect beneficial owner of such
shares of Common Stock and to have shared voting and dispositive power with
respect to such shares by virtue of
- -----------
(4) Shares purchased pursuant to exercise of Warrant.
(5) Shares issued pursuant to conversion of Preferred Stock.
<PAGE>
Page 12 of 20 Pages
its ownership of all of the voting stock of Capital. Resources disclaims,
however, any indirect beneficial ownership interest in the shares of Common
Stock owned directly by the LLC.
Except as described herein, none of VC Holdinqs, Mr. Cantwell, Capital,
Resources or any other person referred to in Schedules I, II or III attached
hereto may be considered direct beneficial owners of shares of Common Stock.
None of VC Holdings, Mr. Cantwell, Capital, Resources or any other person
referred to in Schedu1es I, II or III has acquired or disposed of any shares of
Common Stock during the past sixty days.
(c) On September 18, 1997 the LLC purchased 100,000 shares of Common Stock
pursuant to the exercise of Warrant Shares and thereafter on September 30, 1997
sold 43,300 shares of Common Stock in a series of open market transactions.
(d) Not applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
VC Holdings is the owner of a voting Class A membership interest in the
LLC, representing 100% of the voting interests of the LLC. VC Holdings is also
the sole Manager of the LLC. Capital is the only other member of the LLC and is
the owner of a non-voting Class B membership interest. Pursuant to the Operating
Agreement for the LLC, formerly known as Venture Capital Equities, L.L.C., dated
as of June 30, 1995, between VC Holdings and Capital (the "Operating
Agreement"), a copy of which is filed hereto as Exhibit A, VC Holdings has the
full, exclusive and complete power and authority to make all decisions regarding
the management and sale of the LLC's investment portfolio (including the shares
of Common Stock of the Issuer), except that the consent of Capital is required
(except in certain limited circumstances) for the sale of any investment
(including the shares of Common Stock) by the LLC for a purchase price below the
agreed fair market value of such investment at the time of its contribution to
the LLC.
Pursuant to the Operating Agreement, net cash flow from the LLC (after
provision for the LLC's operating expenses, including the payment of an annual
management fee to VC Holdings) shall be distributed in the following order of
priority: first, to Capital and VC Holdings in proportion to their respective
unrecovered
<PAGE>
Page 13 of 20 Pages
capital contributions; second, to Capital until it has received a preferred
return on its unrecovered capital contributions equal to 3% in year one, 5% in
year two and 8% thereafter; and the balance, 50% to Capital and 50% to VC
Holdings.
The foregoing summary of certain provisions of the Operating Agreement is
not intended to be complete and is qualified in its entirety by the complete
text of such document which is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons and (to the best
of the Reporting Persons' knowledge) none of the persons named in Schedules I,
II or III hereto has any contracts, arrangements, understandings or
relationships (lega1 or otherwise) with any person with respect to, any
securities of the Issuer, including but not limited to, any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit A - Operating Agreement for the LLC, formerly known
as Venture Capital Equities, L.L.C., dated as of
June 30, 1995.
<PAGE>
Page 14 of 20 Pages
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.
October 22, 1997 TRILON DOMINION PARTNERS, L.L.C.
By: VC HOLDINGS, Inc.,
its Manager
By: /s/ Ronald W. Cantwell
----------------------------
Name: Ronald W. Cantwell
Title: President
VC HOLDINGS, INC.
By: /s/ Ronald W. Cantwell
----------------------------
Name: Ronald W. Cantwell
Title: President
/s/ Ronald W. Cantwell
-----------------------------
Ronald W. Cantwell
DOMINION CAPITAL, INC.
By: /s/ Daniel A. Hillsman, Jr.
----------------------------
Name: Daniel A. Hillsman, Jr.
Title: Vice President
DOMINION RESOURCES, INC.
By: /s/ James L. Trueheart
-----------------------------
Name: James L. Trueheart
Title: Vice President and
Controller
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Page 15 of 20 Pages
Schedule I
The name and present principal occupation of each of the executive
officers and directors of VC Holdings are set forth below. Unless otherwise
noted, each of these persons are United States citizens and have as their
business address at 245 Park Avenue, New York, New York 10167.
Principal
Position with Occupation
Name VC Holdings and Address
---- ------------- -----------
Ronald W. Cantwell President and Same
Director
Jack R. Sauer Vice President, Same
Chief Financial
Officer, Assistant
Secretary, Director
Scott H. Flamm Senior Managing Same
Director
William P. Gendron Secretary and Same
Treasurer
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Page 16 of 20 Pages
Schedule II
Unless otherwise noted, each of the executive officers and directors of
Dominion Capital, Inc., set forth below, are United States
citizens.
Principal Occupation
Name Title or Employment
---- ----- --------------------
Thos. E. Capps Director, See Schedule III
David L. Heavenridge President, Chief See Schedule III
Executive Officer
and Director
Henry C. Riely Corporate Secretary Corporate Secretary
of Capital; an Assistant
Corporate Secretary of
Resources and other
direct and indirect
subsidiaries of
Resources
John W. Harris Director President and
Managing Partner
The Harris Group,
Rotunda Suite 175
4201 Congress Street
Charlotte, NC 28209
David A. Wollard Director Retired
2019 East 3rd Avenue
Denver, CO 80206
John B. Bernhardt Director See Schedule III
Thomas N. Chewning Director See Schedule III
Frank S. Royal Director See Schedule III
William T. Roos Director See Schedule III
Daniel A. Vice President Vice President of
Hillsman, Jr. Capital
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Page 17 of 20 Pages
Principal Occupation
Name Title or Employment
---- ----- --------------------
Charles E. Coudriet Senior Vice Senior Vice President
President of Capital
Donald T. Vice President Vice President of
Herrick, Jr. Capital
Dennis W. Hedgepeth Vice President Vice President and
and Treasurer Treasurer of Capital
Hayden D. McMillian Senior Vice Senior VP and CFO
President and CFO of Capital
Mark P. Mikuta Vice President Vice President and
and Controller Controller
S. Dallas Simmons Director See Schedule III
Randolph W. Wyckoff Senior Vice Senior Vice President
President of Capital
The business address of each of the foregoing individuals except Messrs.
Harris, Wollard, Bernhardt, Royal, Roos and Simmons is 901 East Byrd Street,
Richmond, Virginia 23219. The respective business addresses of Messrs.
Bernhardt, Royal, Roos and Simmons are set forth under "Principal Occupation or
Employment" on Schedule III.
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Page 18 of 20 Pages
SCHEDULE III
Unless otherwise noted, each of the executive officers and directors of
Dominion Resources, Inc., set forth below, are United States
citizens.
Principal Occupation
Name Title or Employment
---- ----- --------------------
John B. Adams Director President and CEO,
The Bowman Companies
One Bowman Drive
Fredricksburg, VA 22408-7318
Norman B. M. Askew Executive Vice Chief Executive
President East Midlands Electricity, plc
P.O. Box 444
Woodyard Lane
Wallaton, Nottingham, NG8 1EZ
John B. Bernhardt Director Managing Director,
Bernhardt/Gibson Financial
Opportunities,
11817 Canon Boulevard,
Suite 502, Newport News,
Virginia 23606, a
financial services firm
Thos. E. Capps Chairman, Chairman,
President and President and
CEO of CEO of Resources
Resources
Thos. N. Chewning Executive President and CEO
Vice President
Thos. F. Farrell, II Senior Vice Senior Vice
President of President of
Corporate Corporate Affairs
Affairs of Resources
William C. Hall, Jr. Assistant Vice Assistant Vice
President President of
Corporate Corporate Communications of
Communications of Resources
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Page 19 of 20 Pages
Principal Occupation
Name Title or Employment
---- ----- --------------------
David L. Heavenridge Executive President and CEO
Vice President of Capital
G. Scott Hetzer Vice President- Vice President and
Treasurer Treasurer of Resources
Donald T. Vice President Vice President of Resources
Herrick, Jr.
Karen E. Hunter Assistant Vice Assistant Vice President -
President - Financial Planning
Financial of Resources
Planning
Benjamin J. Lambert, Director Optometrist
III 904 North First Street
Richmond, VA 23219
Richard L. Director Former President and
Leatherwood Chief Executive Officer
CSX Equipment
3805 Greenway
Baltimore, MD 21218
Harvey L. Lindsay, Director Chairman and Chief
Jr. Executive Officer
Harvey Lindsay Commercial
Real Estate
Dominion Tower, Suite 1400
999 Waterside Drive
Norfolk, VA 23510
Kenneth A. Randall Director Corporate Director of
various public companies
6 Whittaker's Mill
Williamsburg, VA 23185
Edgar M. Roach, Jr. Executive Executive Vice President of
Vice President Resources
Linwood R. Robertson Executive Executive Vice President,
Vice President, CFO of Resources
CFO
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Page 20 of 20 Pages
Principal Occupation
Name Title or Employment
---- ----- --------------------
William T. Roos Director Retired President
Penn Luggage, Inc.
2820 Build America Drive
Hampton, VA 23666
Frank S. Royal Director Physician
East End Medical Building
1122 North 25th Street,
Suite A
Richmond, VA 23223
Judith B. Sack Director Senior Advisor
Morgan Stanley & Co., Inc.
1585 Broadway
14th Floor
New York, New York 10036
S. Dallas Simmons Director President
Virginia Union University
1500 North Lombardy Street
Richmond, VA 23220
Robert H. Spilman Director Chief Executive Officer
Chairman of the Board
Bassett Furniture
Industries, Inc.
245 Main Street
P.O. Box 626
Bassett, VA 24055
James F. Stutts Vice President Vice President and General
and General Counsel of Resources
Counsel
James L. Trueheart VP and Vice President and
Controller Controller of Resources
Patricia A. Wilkerson Corporate Corporate Secretary of
Secretary of Resources
Fred G. Wood, III Assistant VP - Assistant Vice President -
Investor Investor Relations of
Relations Resources
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Page 21 of 20 Pages
The business address of Messrs. Capps, Chewning, Farrell, Hall
Heavenridge, Herrick, Hetzer, Roach, Robertson, Stutts, Trueheart, Wilkerson,
and Wood is 901 East Byrd Street, Richmond, Virginia 23219. The respective
business addresses of the remaining executive officers and directors of
Resources are set forth under "Principal Occupation or Employment" above.
