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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D C 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No 2)*
3DX Technologies
- --------------------------------------------------------------------------------
Name of Issuer
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
88554G109
- --------------------------------------------------------------------------------
CUSIP Number
Cheryl Sorokin, Executive Vice President and Secretary
BankAmerica Corporation, Corporate Secretary's Office #13018
555 California Street, San Francisco, CA 94104
(415) 622-3530
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications
October 1, 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 [_]. (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 five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
================================================================================
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 88554G109 Page 2 of 11
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robertson, Stephens & Company Investment Management, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 665,900 shares (Includes shares held by The
Robertson Stephens Orphan Fund of which
Robertson, Stephens & Company Investment
Management, L.P. and Bayview Investors, Ltd.
are the general partners. Includes shares
held by The Robertson Stephens Orphan
Offshore Fund, L.P. of which Robertson,
Stephens & Company Investment Management,
L.P. is the general partner. Includes shares
held by The Robertson Stephens Global
Natural Resources Fund of which Robertson,
Stephens & Co. Investment Management, L.P.
is investment adviser. See Item 5.)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
BY EACH
0
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
665,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
================================================================================
*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>
================================================================================
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 88554G109 Page 3 of 11
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayview Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 665,900 shares (Includes shares held by The
Robertson Stephens Orphan Fund of which
Robertson, Stephens & Company Investment
Management, L.P. and Bayview Investors, Ltd.
are the general partners. Includes shares
held by The Robertson Stephens Orphan
Offshore Fund, L.P. of which Robertson,
Stephens & Company Investment Management,
L.P. is the general partner. Includes shares
held by The Robertson Stephens Global
Natural Resources Fund of which Robertson,
Stephens & Company Investment Management,
L.P. is investment adviser. Bayview
Holdings, Inc. is the general partner of
Robertson Stephens & Company Investment
Management, L.P. and managing member of
Robertson, Stephens & Company Private Equity
Group, L.L.C., which is general partner of
Bayview Investors, Ltd. See Item 5.)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
BY EACH
0
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
665,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23 %
- --------------------------------------------------------------------------------
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>
================================================================================
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 88554G109 Page 4 of 11
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robertson Stephens Investment Management Co.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 665,900 shares (Includes shares held by
The Robertson Stephens Orphan Fund of
which Robertson, Stephens & Company
Investment Management, L.P. and Bayview
Investors, Ltd. are the general partners.
Includes shares held by The Robertson
Stephens Orphan Offshore Fund, L.P. of
which Robertson, Stephens & Company
Investment Management, L.P. is the
general partner. Includes shares held by
The Robertson Stephens Global Natural
Resources Fund of which Robertson,
Stephens & Co Investment Management, L.P.
is investment adviser. Robertson Stephens
Investment Management Co. owns Bayview
Holdings, Inc. which is general partner
of Robertson, Stephens & Company
Investment Management, L.P. and managing
member of Robertson, Stephens & Company
Private Equity Group, L.L.C. Robertson,
Stephens & Company Private Equity Group,
L.L.C. is general partner of Bayview
Investors, Ltd.
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
BY EACH
0
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
665,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23%
- --------------------------------------------------------------------------------
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>
================================================================================
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 88554G109 Page 5 of 11
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 665,900 shares (Includes shares held by
The Robertson Stephens Orphan Fund of
which Robertson, Stephens & Company
Investment Management, L.P. and Bayview
Investors, Ltd. are the general partners.
Includes shares held by The Robertson
Stephens Orphan Offshore Fund, L.P. of
which Robertson, Stephens & Company
Investment Management, L.P. is the
general partner. Includes shares held by
The Robertson Stephens Global Natural
Resources Fund of which Robertson,
Stephens & Co Investment Management, L.P.
is investment adviser. BankAmerica
Corporation owns Robertson Stephens
Investment Management Co. which owns
Bayview Holding, Inc. which is general
partner of Robertson, Stephens & Company
Investment Management, L.P. and managing
member of Robertson, Stephens & Company
Private Equity Group, L.L.C. Robertson,
Stephens & Company Private Equity Group,
L.L.C. is general partner of Bayview
Investors, Ltd. See Item 5.)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
BY EACH
0
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
665,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23%
- --------------------------------------------------------------------------------
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>
Cusip No. 88554G109 Page 6 of 11
Item 1. Security and Issuer.
--------------------
This Amended Schedule 13D is filed with respect to the Common
Stock of 3DX Technologies, Inc. (the "Company") whose principal offices are
located at 12012 Wickchester, Suite 250, Houston, TX 77079-1208.
Item 2: Identity and Background.
------------------------
The Amended Schedule 13D is filed on behalf of Robertson, Stephens
& Company Investment Management, L.P. ("Investment Adviser"), Bayview Holdings,
Inc. ("Bayview Holdings"), BankAmerica Corporation ("Bank"), and Robertson
Stephens Investment Management Co. ("Robertson Parent") ("Filing Parties").
This Amended Schedule 13D relates to the direct beneficial
ownership in the shares of the Company by The Robertson Stephens Orphan Fund
("Orphan"), The Robertson Stephens Orphan Offshore Fund, L.P. ("Orphan
Offshore"), and The Robertson Stephens Global Natural Resources Fund ("Natural
Resources") ("the Funds"), and the indirect beneficial ownership of Bayview
("Bayview"), Robertson, Stephens & Company Private Equity Group, L.L.C.
("Private Equity Group"), Bank, Robertson Parent, Investment Adviser and Bayview
Holdings in the shares of the Company held by the Funds.
I. (a) Orphan is a California limited partnership. Investment Adviser and
Bayview are the general partners.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) investments in securities
II. (a) Orphan Offshore is a Cayman Islands limited partnership.
Investment Adviser is the general partner.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) investments in securities
III. (a) Natural Resources is a series of Robertson Stephens Investment
Trust ("RSIT"), a Massachusetts business trust. Its investment
adviser is Investment Adviser.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
<PAGE>
Cusip No. 88554G109 Page 7 of 11
(c) registered investment company
IV. (a) Bayview is a California limited partnership and general partner of
Orphan and Orphan Offshore.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) investments in securities
V. (a) Bayview Holdings is a Delaware corporation. Bayview Holdings, a
wholly owned subsidiary of Robertson Parent, is the general
partner of Investment Adviser.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) holding company
VI. (a) Investment Adviser is a California limited partnership. It is
investment adviser to Natural Resources and general partner to
Orphan and Orphan Offshore.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) registered investment advisor
VII. (a) Bank is a Delaware corporation. It wholly owns Robertson Parent.
(b) Corporate Secretary's Office #13018
555 California Street
San Francisco, CA 94104
(principal office and principal place of business)
(c) bank holding company
VIII. (a) Robertson Parent is a Delaware corporation. It is wholly owned by
Bank. It owns Bayview Holdings.
(b) Corporate Secretary's Office #13018
555 California Street
San Francisco, CA 94104
(principal office and principal place of business)
<PAGE>
Cusip No. 88554G109 Page 8 of 11
(c) holding company
IX. (a) Private Equity Group is a Delaware limited liability company. It
is general partner of Bayview. Bayview Holdings is managing member
of Private Equity Group.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(c) holding company
Certain information regarding the directors and executive officers of
the Filing Parties is set forth in Exhibit B attached hereto.
During the last five years, neither the entities mentioned above, nor,
to their best knowledge, any person named in Exhibit B attached hereto, has been
(a) convicted in a criminal proceeding (excluding traffic violations 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.
Bank incorporates by reference the material under Item 3, "Legal
Proceedings," in its Annual Report on Form 10-K for the year ended December 31,
1996, and the material in its Current Report on Form 8-K for May 5, 1997 (File
No. 1-7377).
Item 3: Source and Amount of Funds or Other Consideration:
--------------------------------------------------
The securities with respect to which this Amended Schedule 13D is
filed were purchased by the Funds using working capital contributed by their
respective partners and shareholders.
Item 4: Purpose of Transaction:
-----------------------
This filing is being made to report the beneficial ownership of
securities held by Robertson Stephens which may be imputed to Bank and certain
of its subsidiaries due to Bank's recent acquisition of that company. The filing
of this statement shall not be construed as an admission that Bank, Bayview
Holdings or Robertson Parent is, for the purposes of Section 13(d), or 13(g) of
the Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
The securities were purchased by the Funds in the ordinary course
of business and not with the intention nor effect of changing or influencing
control of the Company. The reporting persons may sell all or part or acquire
additional securities of the Company depending on market conditions and other
economic factors.
<PAGE>
Cusip No. 88554G109 Page 9 of 11
Item 5: Interest in Securities of the Issuer.
-------------------------------------
(a) (b) The aggregate number and percentage of the class of
securities identified pursuant to Item 1 of this Amended Schedule 13D that are
beneficially owned by the persons listed in Item 2 are as follows:
<TABLE>
<CAPTION>
No. of Shares
Name of Beneficially Percentage of
Beneficial Owner/(1)/ Owned Class
-----------------------------------------------------------------------
<S> <C> <C>
Orphan 301,000 4.17%
Orphan Offshore 63,900 .89%
Natural Resources 301,000 4.17%
Investment Adviser 665,900 9.23%
Bayview 301,000 4.17%
Bayview Holdings 665,900 9.23%
Bank 665,900 9.23%
Robertson Parent 665,900 9.23%
Private Equity Group 301,000 4.17%
</TABLE>
(1) As noted in the cover pages, which are incorporated by reference,
certain of the reporting parties may be deemed to have beneficial
ownership of holdings of the Funds due to their management of portfolio
investments for the Funds, or due to their ownership of entities which
provide such management.
(c) The following is a list of transactions by the filing parties in
the last 60 days.
<TABLE>
<CAPTION>
Entity Date Shares Price Transaction
---------------- ---- ------ ----- -----------
<S> <C> <C> <C> <C>
Natural Resources 8/19/97 100,000 8.06 open mkt purchase
NASDAQ
Orphan 8/19/97 123,700 8.06 open mkt purchase
NASDAQ
Orphan Offshore 8/19/97 26,300 8.06 open mkt purchase
NASDAQ
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
See Item 5.
Item 7. Material to Be Filed as Exhibits.
---------------------------------
Exhibit A - Joint Filing Agreement
Exhibit B - Directors and Executive Officers (or persons serving in
similar capacities) of the Filing Parties
<PAGE>
Cusip No. 88554G109 Page 10 of 11
Signature.
- ----------
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 10, 1997
ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P., A
CALIFORNIA LIMITED PARTNERSHIP*
BAYVIEW HOLDINGS, INC.*
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
*By: /s/ JEFFREY R. LAPIC
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
<PAGE>
Cusip No. 88554G109 Page 11 of 11
EXHIBIT A
---------
Joint Filing Agreement
----------------------
The undersigned hereby agree that they are filing jointly pursuant
to Rule 13d-1(f)(1). Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
persons making the filing, unless such person knows or has reason to believe
that such information is inaccurate.
Date: October 10, 1997
ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P., A
CALIFORNIA LIMITED PARTNERSHIP*
BAYVIEW HOLDINGS, INC.*
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
*By: /s/ JEFFREY R. LAPIC
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
<PAGE>
RESOLUTIONS - SIGNING AUTHORITY
Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: April 28, 1997
GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
----------------------------------------------------------
2. Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
Board of Directors September 24, 1997
Bayview Holdings, Inc.
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
4. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA with the title of
counsel or a title senior thereto to sign registrations, reports, certificates,
applications and other writings on behalf of this corporation for submission to
or filing with any federal, state, local or foreign regulatory authorities, and
any amendments, withdrawals, or terminations thereof, as the officer or attorney
deems appropriate.
<PAGE>
Board of Directors September 25, 1997
Robertson Stephens Investment
Management Co.
General Operating Resolution (Excerpts from)
--------------------------------------------
4. This board authorizes any officer of the Corporation, or any
attorney in the Legal Department of Bank of America NT&SA or BancAmerica
Securities, Inc. with the title of counsel or a title senior thereto to
sign registrations, reports, certificates, applications and other writings
on behalf of the Corporation for submission to or filing with any federal,
state, local or foreign regulatory authorities, and any amendments,
withdrawals, or terminations thereof, as the officer or attorney deems
appropriate.
Board of Directors September 30, 1997
BancAmerica Securities, Inc.
GENERAL OPERATING RESOLUTION (Excerpts from)
4. This board authorizes any officer of this corporation, or any attorney
in the Legal Department of Bank of America NT&SA or BancAmerica Securities,
Inc. attorney with the title of counsel or a title senior thereto to sign
registrations, reports, certificates, applications and other writings on
behalf of this corporation for submission to or filing with any federal,
state, local or foreign regulatory authorities, and any amendments,
withdrawals, or terminations thereof, as the officer or attorney deems
appropriate.
<PAGE>
POWER OF ATTORNEY
-----------------
Each of the undersigned appoints Robert Greenwood, Terry Otton, Paul
Stephens, Christine Tonsfeldt, Dana Welch, and all individuals identified on
Exhibit A hereto, with full power to each of them to act alone, as his or its
true and lawful attorney-in-fact and agent to execute on his or its behalf all
Schedules 13D and 13G and Forms 3, 4 and 5 and any amendments thereto, and any
successor or supplemental forms that may be adopted by the Securities and
Exchange Commission in the future, and to do anything in connection with
preparation and filing of such documents as any such agent deems appropriate.
The Contrarian Fund
The Robertson Stephens Developing Countries Fund
The Robertson Stephens Diversified Growth Fund
The Robertson Stephens Global Low-Priced Stock Fund
The Robertson Stephens Global Natural Resources Fund
The Robertson Stephens Growth & Income Fund
The Information Age Fund
The Robertson Stephens MicroCap Growth Fund
The Robertson Stephens Partners Fund
The Robertson Stephens Value + Growth Fund
The Robertson Stephens Global Value Fund
The Robertson Stephens Black Bear Fund, L.P.
Crossover Investment Management LLC
Robertson Stephens Emerging Growth Partners, L.P.
Golden Bear Fund
Delta Growth Fund, L.P.
By: Robertson, Stephens & Company Investment Management, L.P.
By: Bayview Holdings, Inc.
Robertson, Stephens & Company Investment Management, L.P.
By: Bayview Holdings, Inc.
The Robertson Stephens Emerging Growth Fund
By: RS Investment Management, Inc.
By: RS Regulated I, L.L.C.
By: Bayview Holdings, Inc.
RS Investment Management, Inc.
By: RS Regulated I, L.L.C.
By: Bayview Holdings, Inc.
Robertson Stephens & Co. Private Equity Group, L.L.C.
By: Bayview Holdings, Inc.
Bayview Investors, Ltd.
By: Robertson, Stephens & Company Private Equity Group,
L.L.C.
By: Bayview Holdings, Inc.
<PAGE>
Crossover Fund II
Crossover IIA
By: Crossover Investment Management, L.L.C.
By: Robertson, Stephens & Company Investment Management,
L.L.C.
By: Bayview Holdings, Inc.
RS & Co. IV, L.P.
By: RS & Co. Venture Partners, IV, L.P.
By: Robertson, Stephens & Company Private Equity Group,
L.L.C.
By: Bayview Holdings, Inc.
The Robertson Stephens Orphan Fund
By: Robertson, Stephens & Company Investment Management,
L.P.
By: Bayview Holdings, Inc.
By: Dana Welch October 14, 1997
-----------------------------------------------
on behalf of Bayview Holdings, Inc.
The Robertson Stephens Black Bear Offshore
Fund Limited
By: /s/ Patrick Agernian October 14, 1997
------------------------------------------------
The Robertson Stephens Orphan Offshore
Fund, L.P.
By: /s/ Patrick Agernian October 14, 1997
------------------------------------------------
Orphan Administrator General Partner, Ltd.
General Partner
<PAGE>
Exhibit A
---------
1. The following officers of BankAmerica Corporation:
Chairman of the Board
Chief Executive Officer
President
Vice Chairman of the Board
President, Global Retail Bank
President, Global Wholesale Bank
Vice Chairman
Chief Financial Officer
Treasurer
Executive Vice President
Senior Vice President
Vice President
Secretary
Assistant Treasurer
Assistant Secretary
Assistant Vice President
2. Any member of the Legal Department of Bank of America National Trust &
Savings Association or BancAmerica Robertson Stephens holding the title of
counsel or a title senior thereto.
<PAGE>
EXHIBIT B
Directors and Executive Officers of Reporting Parties
BankAmerica Corporation
The following table sets forth information regarding the executive officers
and directors of BankAmerica Corporation (directors are indicated by asterisk),
all of whom are U.S. citizens and none of whom owns Common Stock of Forstmann &
Company, Inc.
<TABLE>
<CAPTION>
<S> <C> <C>
*Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO
Alibrandi Simi Valley, CA 93063 Whittaker Corporation
(principal business: aerospace manufacturing)
*Peter B. 270 Lafayette Circle Chairman of the Board and
Bedford Lafayette, CA 94549 Chief Executive Officer
Bedford Property Investors, Inc.
(principal business: real estate investment trust)
Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer
Burke San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Richard A. 123 Mission St. Retired
Clarke San Francisco, CA 94106
*David A. 555 California Street Chairman of the Board, President
Coulter San Francisco, CA 94104 and Chief Executive Officer
Bank of America NT&SA
(principal business: banking and finance)
*Timm F. c/o Hallmark Cards, Inc. Retired
Crull 1024 E. Balboa Blvd.
Newport Beach, CA 92661
*Kathleen 147 Clifton Street President
Feldstein Belmont, MA 02178 Economics Studies, Inc.
(principal business: economics consulting)
*Donald E. Pacific Telesis Center Chairman Emeritus
Guinn 130 Kearny St. Pacific Telesis Group
San Francisco, CA 94108 (principal business: telecommunications)
*Frank L. 2726 Shelter Island Dr. Consulting Architect
Hope San Diego, CA 92106 (principal business: architecture)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
H. Eugene 555 California Street President, Global Retail Bank
Lockhart San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Walter E. Office of the President President
Massey 830 Westview Drive, S.W. Morehouse College
Atlanta, GA 30314 (principal business: education)
Jack L. 555 California Street Vice Chairman
Meyers San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman and
O'Neill San Francisco, CA 94104 Chief Financial Officer
Bank of America NT&SA
(principal business: banking and finance)
*John M. 227 West Monroe Street Of counsel, Wachtell, Lipton, Rosen & Katz
Richman Chicago, IL 60606 (principal business: law)
*Sanford Robertson 555 California Street (principal business: banking and finance)
San Francisco, CA 94104
*Richard M. 555 California Street Retired
Rosenberg San Francisco, CA 94104
*A. Michael Memorial Way, Room 140 Dean of Graduate School of Business
Spence Stanford, CA 94305 Stanford University
(principal business: education)
Martin A. 555 California Street Vice Chairman
Stein San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Solomon D. 1801 California Street President and Chief Executive Officer
Trujillo Denver, CO 80202 US West Communications Group
(principal business: communication)
</TABLE>
2
<PAGE>
EXHIBIT B
Directors and Executive Officers of Reporting Parties
Robertson Stephens Investment Management Co.
The following table sets forth information regarding the executive officers
and directors of Robertson Stephens Investment Management Co. (directors are
indicated by asterisk), all of whom are U.S. citizens and none of whom own
securities of the issuer referred to in the attached filing.
<TABLE>
<S> <S> <C> <C>
* Michael J. 555 California Street Chairman and President,
Murray San Francisco, CA 94104 Robertson Stephens Investment Management Co.
(holding company)
and
555 California Street President, Global Wholesale Bank
San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
</TABLE>
Bayview Holdings, Inc.
The following table sets forth information regarding the executive officers
and directors of Bayview Holdings, Inc. (directors indicated by asterisk), all
of whom are U.S. citizens and none of whom own securities of the issuer referred
to in the attached filing.
<TABLE>
<S> <S> <C> <C>
* G. Randall 555 California Street Chairman of the Board and President
Hecht San Francisco, CA 94104 Bayview Holdings, Inc.
(principal business: holding company)
Terry R. Otton 555 California Street Vice President and Chief Financial Officer
San Francisco, CA 94104 Bayview Holdings, Inc.
(principal business: holding company)
and
555 California Street Managing Director
San Francisco, CA 94104 BancAmerica Robertson Stephens
(principal business: holding company)
</TABLE>
3
<PAGE>
BancAmerica Robertson Stephens
The following table sets forth information regarding the executive officers
and directors of Bayview Holdings, Inc. (directors are indicated by asterisk),
all of whom are U.S. citizens and none of whom own securities of the issuer
referred to in the attached filing.
<TABLE>
<S> <C> <C> <C>
Keith C. Barnish 555 California Street Senior Managing Director
San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Walter J. 555 California Street Senior Managing Director
Bloomenthal San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* Gregg H. Byers 555 California Street (principal business: securities brokerage,
San Francisco, CA 94104 investment banking)
Gideon Y. 555 California Street Senior Managing Director
Cohen San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Mark S. 555 California Street Senior Managing Director
Dawley San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Robert L. Emery 555 California Street Managing Director
San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Martin 555 California Street Senior Managing Director
Essenberg San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Gene S. 555 California Street Senior Managing Director
Evenskaas San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Alison L. Falls 555 California Street Senior Managing Director
San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* Zed S. Francis, III 555 California Street (principal business: securities brokerage,
San Francisco, CA 94104 investment banking)
David J. 555 California Street Senior Managing Director
Fullerton San Francisco, CA 94104 (principal business: securities brokerage,
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C>
investment banking)
Jonathan Hakala 555 California Street Senior Managing Director
San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* David Halstead 555 California Street (principal business: securities brokerage,
San Francisco, CA 94104 investment banking)
Gregory V. 555 California Street Senior Managing Director
Johnson San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* H. David Johnson 555 California Street Senior Managing Director, Chief Operating Officer,
San Francisco, CA 94104 Chief Financial Officer and Secretary
(principal business: securities brokerage,
investment banking)
* Michael G. 555 California Street Managing Director
McCaffery San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Steven T. 555 California Street Senior Managing Director
Monahan, Jr. San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Katherine 555 California Street Senior Managing Director
Pattison San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* Robert T. 555 California Street Chairman of the Board
Slaymaker San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
Michael A. 555 California Street Senior Managing Director
Smith San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* Anthony J. 555 California Street Senior Managing Director
Taddey San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
* Charles B. Truett 555 California Street Senior Credit Officer
San Francisco, CA 94104 (principal business: securities brokerage,
investment banking)
</TABLE>
5
