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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. )*
ECSOFT GROUP PLC
- --------------------------------------------------------------------------------
Name of Issuer
AMERICAN DEPOSITARY SHARES
- --------------------------------------------------------------------------------
(Title of Class of Securities)
279240105
- --------------------------------------------------------------------------------
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
NOVEMBER 17, 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. 279240105 PAGE 2 OF 14 PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robertson Stephens Investment Management Co.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
-----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 361,400 shares (Includes shares held by Robertson
Stephens Emerging Growth Partners L.P. of which
OWNED Bayview Investors VI, Ltd. is the general partner.
Robertson, Stephens & Company Private Equity Group,
L.L.C. is general partner of Bayview Investors VI,
Ltd. Bayview Holdings, Inc. is managing member of
Robertson, Stephens & Company Private Equity Group,
L.L.C. and a subsidiary of Robertson Stephens
Investment Management Co. which is owned by
BankAmerica Corporation. Includes shares held by The
Robertson Stephens Emerging Growth Fund of which RS
Investment Management, Inc. is investment adviser. RS
Regulated I, L.L.C. is parent of RS Investment
Management, Inc. Bayview Holdings, Inc. is managing
BY EACH member of RS Regulated I, L.L.C. See Item 5.)
-----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 361,400
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,400
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
==============================================================================
*SEE INSTRUCTION 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. 279240105 PAGE 3 OF 14 PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayview Holdings, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
361,400 shares (Includes shares held by Robertson
OWNED BY Stephens Emerging Growth Partners L.P. of which
Bayview Investors VI, Ltd. is the general partner.
Robertson, Stephens & Company Private Equity Group,
L.L.C. is general partner of Bayview Investors VI,
Ltd. Bayview Holdings, Inc. is managing member of
Robertson, Stephens & Company Private Equity Group,
L.L.C. and a subsidiary of Robertson Stephens
Investment Management Co. which is owned by
BankAmerica Corporation. Includes shares held by The
Robertson Stephens Emerging Growth Fund of which RS
Investment Management, Inc. is investment adviser. RS
Regulated I, L.L.C. is parent of RS Investment
Management, Inc. Bayview Holdings, Inc. is managing
member of RS Regulated I, L.L.C. See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
361,400
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,400
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
==============================================================================
<PAGE>
==============================================================================
SCHEDULE 13D
- ------------------------------------------------------------------------------
CUSIP NO. 279240105 PAGE 4 OF 14 PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
361,400 shares (Includes shares held by Robertson
Stephens Emerging Growth Partners L.P. of which
Bayview Investors VI, Ltd. is the general partner.
Robertson, Stephens & Company Private Equity Group,
L.L.C. is general partner of Bayview Investors VI,
Ltd. Bayview Holdings, Inc. is managing member of
Robertson, Stephens & Company Private Equity Group,
L.L.C. and a subsidiary of Robertson Stephens
Investment Management Co. which is owned by
BankAmerica Corporation. Includes shares held by The
Robertson Stephens Emerging Growth Fund of which RS
Investment Management, Inc. is investment adviser. RS
Regulated I, L.L.C. is parent of RS Investment
Management, Inc. Bayview Holdings, Inc. is managing
member of RS Regulated I, L.L.C. See Item 5.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
361,400
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,400
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
==============================================================================
<PAGE>
CUSIP NO. 279240105 PAGE 5 OF 14 PAGES
ITEM 1. SECURITY AND ISSUER.
--------------------
This Schedule 13D is filed with respect to American Depositary Shares
evidenced by American Depositary Receipts for the Ordinary Shares of ECsoft
Group plc, 269 High Street, Berkhamsted HP4 1EG, England.
ITEM 2: IDENTITY AND BACKGROUND.
------------------------
This Schedule 13D is filed on behalf of Bayview Holdings, Inc. ("Bayview
Holdings"), BankAmerica Corporation ("BAC"), and Robertson Stephens Investment
Management Co. ("Robertson Parent"), collectively known as the Filing Parties.
This Schedule 13D relates to the direct beneficial ownership in the
shares of the Company by The Robertson Stephens Emerging Growth Fund ("Emerging
Growth Fund") and Robertson Stephens Emerging Growth Partners, L.P. ("Emerging
Growth Partners"), and the indirect beneficial ownership of RS Investment
Management, Inc. ("RSIM Inc."), RS Regulated I, LLC ("RS Regulated"), Bayview
Investors VI, Ltd. ("Bayview VI"), Robertson, Stephens & Company Private Equity
Group, L.L.C. ("Private Equity Group"), Bayview Holdings, BAC, and Robertson
Parent in the shares of the Company.
I. (a) Emerging Growth Fund is a series of Robertson Stephens Investment
Trust, a Massachusetts business trust. Its investment adviser is RSIM
Inc.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) registered investment company
II. (a) Emerging Growth Partners is a California limited partnership. Its
general partner is Bayview VI.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) investments in securities
III. (a) RSIM Inc. is a Delaware corporation and a regulated investment adviser.
Its parent is RS Regulated. It is investment advisor for Emerging
Growth Fund.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
<PAGE>
CUSIP NO. 279240105 PAGE 6 OF 14 PAGES
(principal office and principal place of business)
(c) registered investment adviser
IV. (a) RS Regulated is a California limited liability company. Its managing
member is Bayview Holdings. It is parent company of RSIM Inc.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) holding company
V. (a) Bayview VI is a California limited partnership. Its general partner is
Private Equity Group. Bayview VI is general partner of Emerging Growth
Partners.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) holding company
VI. (a) Bayview Holdings is a Delaware corporation. It is a subsidiary of
Robertson Parent, and managing member of Private Equity Group and RS
Regulated.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(c) holding company
VII. (a) BAC is a Delaware corporation. It 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
BAC. It owns Bayview Holdings.
<PAGE>
CUSIP NO. 279240105 PAGE 7 OF 14 PAGES
(a) Corporate Secretary's Office #13018
555 California Street
San Francisco, CA 94104
(principal office and principal place of business)
(c) holding company
IX. (a) Private Equity Group is a Delaware limited liability company. It is
general partner of Bayview VI. Bayview Holdings, Inc. is managing member
of Private Equity Group.
(b) 555 California Street, Suite 2600
San Francisco, CA 94104
(principal office and principal place of business)
(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.
BAC 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 Schedule 13D is filed were
purchased by Emerging Growth Fund and Emerging Growth Partners using working
capital contributed by their investors.
ITEM 4: PURPOSE OF TRANSACTION:
-----------------------
The securities were purchased 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. 279240105 PAGE 8 OF 14 PAGES
The filing of this statement shall not be construed as an admission that
BAC, 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.
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 Schedule 13D that are
beneficially owned by the persons listed in Item 2 are as follows:
<TABLE>
<CAPTION>
Name of No. of Shares
Beneficial Owner(1) Beneficially Percentage of
Owned Class
- --------------------------------------------------------
<S> <C> <C>
Private Equity Group 330,400 4.64%
Emerging Growth Fund 31,000 .44%
Emerging Growth Partners 330,400 4.64%
RS Regulated 31,000 .44%
Bayview VI 330,400 4.64%
RSIM Inc. 31,000 .44%
Bayview Holdings 361,400 5.1%
BAC 361,400 5.1%
Robertson Parent 361,400 5.1%
</TABLE>
(1) As noted in the cover pages, which are incorporated by reference, the
reporting parties may be deemed to have beneficial ownership of holdings of
the Emerging Growth Fund and Emerging Growth Partners due to their
ownership of companies that provide portfolio management to these entities.
(c) The following is a list of transactions by the filing parties in the
last 60 days other than those described in Item 3 above. All transactions were
executed on NASDAQ.
<TABLE>
<CAPTION>
Entity Date Shares Price Transaction
- -------------------------- -------- ------ ----- --------------------
<S> <C> <C> <C> <C>
Emerging Growth Fund 10/21/97 9,000 16.97 open market purchase
Emerging Growth Fund 11/17/97 8,000 18.13 open market purchase
Emerging Growth Partners 10/16/97 1,000 17.87 open market sale
Emerging Growth Partners 10/21/97 1,000 16.97 open market purchase
Emerging Growth Partners 10/24/97 2,800 16.88 open market sale
Emerging Growth Partners 11/17/97 1,000 18.13 open market purchase
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
---------------------------
Not applicable.
<PAGE>
CUSIP NO. 279240105 PAGE 9 OF 14 PAGES
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. 279240105 PAGE 10 OF 14 PAGES
SIGNATURE PAGE
- --------------
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: November 28, 1997
BAYVIEW HOLDINGS, INC.*
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Authorized Attorney-in-Fact
<PAGE>
CUSIP NO. 279240105 PAGE 11 OF 14 PAGES
Exhibit A
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement 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 other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Date: November 28, 1997
BAYVIEW HOLDINGS, INC.*
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Authorized Attorney-in-Fact
<PAGE>
CUSIP NO. 279240105 PAGE 12 OF 14 PAGES
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 to the best knowledge of the
reporting parties owns securities of the Company.
<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 BankAmerica Corporation
(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
BankAmerica Corporation
(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>
CUSIP NO. 279240105 PAGE 13 OF 14 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
H. Eugene 555 California Street President, Global Retail Bank
Lockhart San Francisco, CA 94104 BankAmerica Corporation
(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 BankAmerica Corporation
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray San Francisco, CA 94104 BankAmerica Corporation
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman and
O'Neill San Francisco, CA 94104 Chief Financial Officer
BankAmerica Corporation
(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 Managing Director
San Francisco, CA 94104 BancAmerica Robertson Stephens
(principal business: banking and finance)
*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 BankAmerica Corporation
(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>
<PAGE>
CUSIP NO. 279240105 PAGE 14 OF 14 PAGES
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 to the
best knowledge of the reporting parties own securities of the Company.
<TABLE>
<CAPTION>
<S> <C> <C>
* Michael J. 555 California Street Chairman of the Board, President, and Chief Executive Officer
Murray San Francisco, CA 94104 Robertson Stephens Investment Management Co.
(holding company)
and
555 California Street President, Global Wholesale Bank
San Francisco, CA 94104 BankAmerica Corporation
(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 to the best knowledge of the
reporting parties own securities of the Company.
<TABLE>
<CAPTION>
<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>
