UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Amendment No. 2
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EPL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
268920105
------------------------------------------------------------
(CUSIP Number)
VC HOLDINGS, INC.
2 Greenwich Plaza
Suite 100
Greenwich, CT 06830
(203) 622-4922
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
December 2, 1998
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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>
CUSIP No. 268920105000 SCHEDULE 13D Page 2 of 21 Pages
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1 Name of Reporting Person
S.S. or I.R.S. 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|
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3 SEC Use Only
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4 Source of Funds
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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
Delaware
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7 Sole Voting Power 1,100,000
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power 20,000
Each
Reporting
Person --------------------------------------------------------
With 9 Sole Dispositive Power 1,100,000
--------------------------------------------------------
10 Shared Dispositive Power 20,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,000
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
9.8%
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14 Type of Reporting Person
00
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<PAGE>
CUSIP No. 268920105000 SCHEDULE 13D Page 3 of 21 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. 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
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
Delaware
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7 Sole Voting Power 20,000
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power 1,100,000
Each
Reporting
Person --------------------------------------------------------
With 9 Sole Dispositive Power 20,000
--------------------------------------------------------
10 Shared Dispositive Power 1,100,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
9.8%
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14 Type of Reporting Person
HC
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<PAGE>
CUSIP No. 268920105000 SCHEDULE 13D Page 4 of 21 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RONALD W. CANTWELL
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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
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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 States
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7 Sole Voting Power 0
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power 1,120,000
Each
Reporting
Person --------------------------------------------------------
With 9 Sole Dispositive Power 0
--------------------------------------------------------
10 Shared Dispositive Power 1,120,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,000
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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)
9.8%
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14 Type of Reporting Person
IN
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<PAGE>
CUSIP No. 268920105000 SCHEDULE 13D Page 5 of 21 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DOMINION CAPITAL, INC. 54-134806B
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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
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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
Virginia
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7 Sole Voting Power 0
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power 1,120,000
Each
Reporting
Person --------------------------------------------------------
With 9 Sole Dispositive Power 0
--------------------------------------------------------
10 Shared Dispositive Power 1,120,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,000
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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)
9.8%
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14 Type of Reporting Person
CO
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<PAGE>
CUSIP No. 268920105000 SCHEDULE 13D Page 6 of 21 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DOMINION RESOURCES, INC. 54-1229715
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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
- --------------------------------------------------------------------------------
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
Virginia
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7 Sole Voting Power 0
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power 1,120,000
Each
Reporting
Person --------------------------------------------------------
With 9 Sole Dispositive Power 0
--------------------------------------------------------
10 Shared Dispositive Power 1,120,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
9.8%
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14 Type of Reporting Person
HC
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<PAGE>
Page 7 of 21 Pages
Schedule 13D
The common stock par value $.001 per share (the "Common Stock") of EPL
Technologies, Inc., a Colorado corporation (the "Issuer") 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. On December 1, 1998
and December 3, 1998 VC Holdings, Inc., a Delaware Corporation ("VC Holdings"),
the sole manager of the LLC, engaged in open market transactions and purchased a
total of 20,000 shares of Common Stock of the Issuer. This report on Schedule
13D is being filed in connection with these transactions.
Item 1. Security and Issuer
This statement relates to the Common Stock of the Issuer. The principal
executive offices of the Issuer are located at 2 International Plaza, Suite 245,
Philadelphia, PA 19113-1507.
Item 2. Identity and Background
This Statement is being filed by the LLC, 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 3900 Park Avenue, Suite 102,
Edison, New Jersey 06882. 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 2 Greenwich Plaza, Suite 100, Greenwich,
CT 06830, (203) 622-4922. VC Holdings is the sole Manager and the holder of 100%
of the voting interests of the LLC
<PAGE>
Page 8 of 21 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 2 Greenwich Plaza, Suite 100,
Greenwich, CT 06830. 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.
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 21 Pages
Item 3. Source and Amount of Funds or Other Consideration.
As a result of a series of open market transactions on December 1 and
December 3, 1998, VC Holdings acquired 20,000 shares of Common Stock. The total
consideration paid for such shares was $89,752.24. The source of funds for
these transactions was the working capital of VC Holdings.
Item 4. Purpose of Transaction.
The shares referred to in Item 5 below were acquired by VC Holdings for
investment purposes. 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 21 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) Each of the LLC, VC Holdings, Mr. Cantwell, Resources and Capital may
be considered the beneficial owner of 1,120,000 shares of Common Stock
representing approximately 9.8% of the outstanding shares of Common Stock of the
Issuer.
<PAGE>
Page 11 of 21 Pages
(b) The LLC has voting and dispositive power with respect to the 1,100,000
shares of Common Stock by virtue of its direct ownership of such shares. The LLC
may be considered an indirect beneficial owner of the 20,000 shares of Common
Stock purchased by VC Holdings by virtue of VC Holdings' ownership of 100% of
the voting interest of the LLC and its status as sole Manager of the LLC.
VC Holdings has voting and dispositive power with respect to the 20,000
shares of Common Stock by virtue of its direct ownership of such shares.
Additionally, VC Holdings may be considered to be an indirect beneficial owner
of the 1,100,000 shares of Common Stock owned by the LLC 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 the
shares of Common Stock owned by the LLC and VC Holdings 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 the shares
of Common Stock owned by the LLC and VC Holdings 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 and VC Holdings, respectively.
Resources may be considered to be an indirect beneficial owner of the
shares of Common Stock owned by the LLC and VC Holdings and to have shared
voting and dispositive power with respect to such shares by virtue of
<PAGE>
Page 12 of 21 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 and VC Holdings' respectively.
Except as described herein, none of VC Holdings, 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 December 1, 1998 and December 3, 1998, the LLC engaged in the
following open market purchases of Common Stock of the Issuer:
No. of Shares
Date Purchased Price Per Share
---- --------- ---------------
12/1/98 5,000 $4.64
12/1/98 5,000 $4.62
12/3/98 10,000 $4.34
(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 21 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. (Incorporated by reference to Exhibit A to
the LLC's report on Schedule 13-D filed with the SEC on
October 22, 1997)
<PAGE>
Page 14 of 21 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.
December 21, 1998 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
<PAGE>
Page 15 of 21 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.
Principal
Position with Occupation
Name VC Holdings and Address
---- ------------- -----------
Ronald W. Cantwell President and President and
Director Director
2 Greenwich Plaza
Suite 100
Greenwich, CT 06830
Jack R. Sauer Vice President, Vice President,
Chief Financial Chief Financial
Officer, Assistant Officer, Assistant
Secretary, Director Secretary, Director
c/o Century Power LLC
Suite 102
3900 Park Avenue
Edison, NJ 08820
<PAGE>
Page 16 of 21 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 Chairman of the Board 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
<PAGE>
Page 17 of 21 Pages
Principal Occupation
Name Title or Employment
---- ----- --------------------
Charles E. Coudriet Senior Vice Senior Vice President
President of Capital
Thomas K. Wilson Vice President Vice President
Marketing of 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
Jerry L. Moore Vice President Vice President of
Capital
James M. Riis Vice President Vice President
and Chief and Chief
Information Information
Officer Officer 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.
<PAGE>
Page 18 of 21 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 President and CEO,
(British Citizen) President Virginia Electric and
Power Company
701 East Cary Street
21st Floor
Richmond, VA 23219
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
<PAGE>
Page 19 of 21 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
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 and CFO
Vice President of Resources
and CFO
<PAGE>
Page 20 of 21 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. Warrick 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 SVP and Senior Vice President and
Controller Controller of Resources
Patricia A. Wilkerson Corporate Corporate Secretary of
Secretary of Resources
William S. Mister Vice President Vice President
of Resources
<PAGE>
Page 21 of 21 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.
