—–BEGIN PRIVACY-ENHANCED MESSAGE—–
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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ACCESSION NUMBER: 0000950162-97-000313
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 19970404
SROS: AMEX
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CORNELL CORRECTIONS INC
CENTRAL INDEX KEY: 0001016152
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744]
IRS NUMBER: 760433642
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48735
FILM NUMBER: 97574880
BUSINESS ADDRESS:
STREET 1: 4801 WOODWAY
STREET 2: STE 400W
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 7136230790
MAIL ADDRESS:
STREET 1: 4801 WOODWAY
STREET 2: STE 400W
CITY: HOUSTON
STATE: TX
ZIP: 77056
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DILLON READ HOLDING INC/DILLON READ INC/ ET AL
CENTRAL INDEX KEY: 0000904723
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 133634771
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 535 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2129067324
MAIL ADDRESS:
STREET 1: 535 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORNELL CORRECTIONS, INC.
– ——————————————————————————–
(Name of Issuer)
Common Stock
– ——————————————————————————–
(Title of Class of Securities)
219141108
– ——————————————————————————–
(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324
– ——————————————————————————–
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 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 |X|.
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 1 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 2 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– —————————————————————– ————–
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Holding Inc.
I.R.S. No. 13-3634771
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
N/A
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,191,864
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
1,191,864
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 1,191,864
shares attributed to it through its ownership of Dillon, Read Inc.
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
HC
– ——————————————————————————-
*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 2 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 3 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Inc.
I.R.S. No. 13-3404336
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
N/A
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,191,864
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
1,191,864
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 1,191,864 shares
attributed to it through its ownership of Dillon, Read and Co. Inc..
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
HC
– ——————————————————————————-
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 4 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read & Co. Inc.
I.R.S. No. 13-1939216
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
N/A
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,191,864
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
1,191,864
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 1,191,864 shares held for managed
accounts and the reporting person disclaims beneficial ownership of
such shares.
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
BD
– ——————————————————————————-
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 5 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners, L.P.
I.R.S. No. 13-3103279
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
WC
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 19,114
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
19,114
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,114
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
PN
– ——————————————————————————-
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 6 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners II, L.P.
I.R.S. No. 13-3421365
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
WC
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 646,994
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
646,994
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,994
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
PN
– ——————————————————————————-
*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 6 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 7 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners Japan Limited
I.R.S. No. 22-3012759
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
WC
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 127,839
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
127,839
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,839
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
– ——————————————————————————-
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 7 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 8 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners III, L.P.
I.R.S. No. 13-3577723
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
WC
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 60,249
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
60,249
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,249
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
PN
– ——————————————————————————-
*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 8 of 88 Pages
SCHEDULE 13D
– ———————————- —————————————-
CUSIP No. 219141108 Page 9 of 88 Pages
———– ——- ——–
– ———————————- —————————————-
– ——————————————————————————-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners IV, L.P.
I.R.S. No. 13-3665818
– ——————————————————————————-
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
– ——————————————————————————-
3 SEC USE ONLY
– ——————————————————————————-
4 SOURCE OF FUNDS*
WC
– ——————————————————————————-
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
– ——————————————————————————-
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
– ——————————————————————————-
7 SOLE VOTING POWER
NUMBER OF None
SHARES —————————————————-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,435
REPORTING —————————————————-
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
—————————————————-
10 SHARED DISPOSITIVE POWER
2,435
– ——————————————————————————-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435
– ——————————————————————————-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
– ——————————————————————————-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
– ——————————————————————————-
14 TYPE OF REPORTING PERSON*
PN
– ——————————————————————————-
*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 9 of 88 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the “Common
Stock”) of Cornell Corrections, Inc. (the “Company”), whose principal
executive offices are located at 4801 Woodway, Suite 400W, Houston,
Texas 77056.
Item 2. Identity and Background
This statement is filed by each of the following persons: (i)
Dillon, Read Holding Inc. (“DR Holding”); (ii) Dillon, Read Inc. (“DRI”);
(iii) Dillon, Read & Co. Inc. (“Dillon Read”); (iv) Concord Partners, L.P.
(“Concord”); (v) Concord Partners II, L.P. (“Concord II”); (vi) Concord
Partners Japan Limited (“Concord Japan”); (vii) Lexington Partners III,
L.P. (“Lexington III”); and (viii) Lexington Partners IV, L.P. (“Lexington
IV”), which are sometimes referred to collectively herein as the “Reporting
Persons.” Concord, Concord II, Concord Japan, Lexington III and Lexington IV
are sometimes referred to collectively herein as the “Funds.”
DR Holding is a corporation organized under the laws of the
State of Delaware, whose principal office and business address is c/o
The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The principal business of DR Holding is the ownership
of all of the outstanding shares of common stock of DRI.
DRI, a wholly owned subsidiary of DR Holding, is a
corporation organized under the laws of the State of Delaware, whose
principal office and business address is c/o Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801. Dillon Read, a wholly
owned subsidiary of DRI, is a corporation organized under the laws of
the State of Connecticut, whose principal office and business address
is 535 Madison Avenue, New York, New York 10022. The principal
business of DRI is the ownership of all of the outstanding shares of
common stock of Dillon Read, whose principal business is investment
banking and securities brokerage and trading.
Concord, a limited partnership organized under the laws of
the State of New York, has its principal office and business address
at 535 Madison Avenue, New York, New York 10022. Concord II, a limited
partnership organized under the laws of the State of Delaware, has its
principal office and business address at 535 Madison Avenue, New York,
New York 10022. The principal business of each of Concord and Concord
II is investing in venture capital transactions.
Concord Japan is a corporation organized under the laws of
the Bahamas, whose principal office and business address is c/o
RoyWest Trust Corporation (Bahamas) Limited, West Bay Street, Nassau,
Bahamas. The principal business of Concord Japan is investing in
venture capital transactions.
-2-
Lexington III, a limited partnership organized on behalf
of certain officers of Dillon Read to invest in securities issued in
transactions in which Dillon Read is involved, was formed under the
laws of the State of Delaware and has its principal office and
business address at 535 Madison Avenue, New York, New York 10022.
Lexington IV, a limited partnership organized on behalf of certain
officers of Dillon Read to invest in securities issued in transactions
in which Dillon Read is involved, was formed under the laws of the
State of Delaware and has its principal office and business address at
535 Madison Avenue, New York, New York 10022.
The partnership agreement with respect to Concord provides
that the management, operation and investment policy (which includes
the right to vote and power to direct the disposition of securities)
of the partnership shall be vested exclusively in its general partner,
which is Venture Associates. Venture Associates is a limited
partnership organized for the purpose of being the general partner of
Concord. Pursuant to the Concord partnership agreement, Venture
Associates may delegate its authority to manage Concord to another
party. Dillon Read has been appointed manager of Concord by Venture
Aassociates, and as such, has the power to vote and the power to
dispose of the securities reported in this Schedule 13D as being owned
by Concord. The partnership agreement with respect to Concord II
provides that the management, operation and investment policy (which
includes the right to vote or power to direct the disposition of
securiites) of the partnership shall be vested exclusively in its
general partner, which is Venture Associates II, L.P. (“Venture
Associates II”). Venture Associates II is a limited partnership
organized for the purpose of being the general partner of Concord II.
Pursuant to the Concord II partnership agreement, Venture Associates
II may delegate its authority to manage Concord II to another party.
Dillon Read has been appointed manager of Concord II by Venture
Associates II, and as such, has the power to vote and the power to
dispose of the securities reported in this Schedule 13D as being owned
by Concord II.
The partnership agreement with respect to Lexington III
provides that the management, operation and investment policy (which
includes the right to vote or power to direct the disposition of
securities) of Lexington III shall be vested exclusively in its
general partner, which is Dillon Read. The partnership agreement with
respect to Lexington IV provides that the management, operation and
investment policy (which includes the right to vote and power to
direct the disposition
-3-
of securities) of Lexington IV shall be vested exclusively in its
general partner, which is DRMC Inc. DRMC Inc. is wholly owned by DRI,
and as such, DRI may have the power to vote and the power to dispose
of the securities reported in this Schedule 13D as being owned by
Lexington IV.
Pursuant to a management agreement, Dillon Read has been
appointed manager of Concord Japan, and as such, has the power to vote
and the power to dispose of the securities reported in this Schedule
13D as being owned by Concord Japan.
The names, addresses, citizenships and principal occupations
or employments of the respective directors and executive officers of
DR Holding, DRI and Dillon Read are set forth in Exhibits A, B and C,
respectively, attached hereto, which are incorporated herein by
reference. The names, addresses, citizenships and principal
occupations or employments of the directors and executive officers of
Concord Japan are set forth in Exhibit D, attached hereto, which is
incorporated herein by reference.
Except as set forth in Exhibits A, B, C and D hereto and
in the following paragraph, none of the Reporting Persons, nor, to the
best knowledge of any of the Reporting Persons, any other person
identified pursuant to this Item 2, within the last five years was (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) 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 activities
subject to, federal or state securities laws or a finding of any
violations of such laws.
On January 16, 1992, Dillon Read (along with 97 other
securities firms), without admitting or denying any findings,
consented to the entry of an Order in settlement of an SEC
Administrative Proceeding (File No. 3-7646) entitled In the Matter of
the Distribution of Securities Issued by Certain Government Sponsored
Enterprises (“GSE”). The Order stated the SEC’s findings that Dillon
Read made and kept certain records that did not accurately reflect
Dillon Read’s customers’ orders for certain GSE securities in
violation of Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The
Order further provided that Dillon Read shall cease and desist from
any violation in the future, pay a penalty of $100,000, and maintain
policies and procedures reasonably designed to ensure future
compliance with the provisions of Section 17(a) and Rules 17a-3 and
17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons invested in the Company at the
following times: in February 1991, Concord, Concord II and Concord
Japan purchased Common Stock; in May 1991, Dillon Read, as agent, and
Lexington III purchased Common Stock; in September 1991, Concord,
Concord II and Concord Japan purchased Common Stock; in November 1991,
Concord, Concord II and Concord Japan purchased Common Stock; in
November 1993, Dillon Read, as agent, Concord II, Concord Japan,
Lexington III and Lexington IV purchased Common Stock; in March 1994,
Dillon Read, as agent, Concord II, Lexington III and Lexington IV
purchased Common Stock; and in July 1996, Dillon Read, as agent,
Concord II, Concord Japan and Lexington IV purchased Common Stock.
Options to purchase shares of Class B Common Stock were
granted to Dillon Read, as agent, and the Funds on November 1, 1995.
As of October 3, 1996, the date of the Company’s initial public
offering, all shares of Class B Common Stock were reclassified into
shares of Common Stock of the Company.
-4-
With respect to the investments made by each of the Funds in
the Company, Concord, Concord II, Concord Japan, Lexington III and
Lexington IV purchased the shares of the Company purchased by it with
partnership funds made available to it pursuant to a capital call from
its limited partners. As set forth under Items 5 and 6 below, 335,233
shares of Common Stock (including 31,618 options) owned of record by
Dillon Read (the “Agency Shares”) are held by it as agent for certain
managing directors, former managing directors, officers and former
officers of Dillon Read listed on Exhibit E, attached hereto and
incorporated herein by reference, under powers of attorney pursuant to
which Dillon Read has been granted sole voting power and sole
investment power with respect to such securities. The source and the
aggregate amount of funds used to purchase the Common Stock by each of
the persons listed on Exhibit E hereto is set forth in Exhibit E
hereto. The table below sets forth the aggregate amount of funds used
in making the purchases of the Common Stock by each of the Funds and
Dillon Read, as agent.
-5-
Item 4. Purpose of Transaction
All of the shares of Common Stock were acquired by the
Reporting Persons in transactions originally involving investments by
the Reporting Persons in the Company, as more fully described in Item
3 of this Schedule 13D.
The Funds acquired the Common Stock owned of record by them
in the ordinary course of their respective investment activities and
as contemplated by their organizational documents. Dillon Read
acquired the 335,233 Agency Shares (including 31,618 options) owned
of record by it pursuant to powers of attorney executed by the
individuals listed on Exhibit E hereto.
By reason of Dillon Read’s relationship with the Funds
(see Item 2), Dillon Read may be in a position to influence whether
the Company engages in certain corporate transactions, including those
transactions enumerated under paragraphs (a) through (j) of Item 4 of
Schedule 13D.
– ———-
1 Does not include options to purchase shares of Common Stock.
-6-
Except as described in this Statement, as of the date
hereof, the Reporting Persons have not formulated any specific plans
or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation
involving the Company; (c) a sale or transfer of a material amount of
assets of the Company; (d) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or management of
the Company, 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 dividend policy
of the Company; (f) any other material change in the Company’s
business or corporate structure; (g) changes in the Company’s charter
or bylaws or other actions which may impede the acquisition of control
of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of
equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended (the “Act”); or (j) any action similar to any
of those enumerated above.
Item 5. Interests in Securities of the Issuer
(a) By reason of their relationship with Dillon Read (see
Item 2), as of March 4, 1997, DR Holding and DRI may be deemed
pursuant to Rule 13d-3 under the Act (“Rule 13d-3”) to beneficially
own 1,191,864 shares of Common Stock (including 57,061 options),
representing 17.6% of the outstanding shares of Common Stock reported
by the Company to be outstanding at December 31, 1996 (the
“Outstanding Shares”). DR Holding and DRI disclaim beneficial
ownership of all shares of Common Stock held by Dillon Read and the
Funds.
By reason of Dillon Read’s relationship with the Funds (see
Item 2), as of March 4, 1997, Dillon Read may be deemed pursuant to
Rule 13d-3 to beneficially own 1,191,864 shares of Common Stock
(including the 303,615 Agency Shares held by Dillon Read as agent for
the persons listed on Exhibit E hereto and including 57,061 options),
representing 17.6% of the Outstanding Shares.
-7-
As of March 4, 1997, Concord beneficially owns 19,114
shares of Common Stock (represented by 19,114 options), representing
.3% of the Outstanding Shares. Concord II beneficially owns 646,994
shares of Common Stock, representing 9.6% of the Outstanding Shares.
Concord Japan beneficially owns 127,839 shares of Common Stock,
representing 1.9% of the Outstanding Shares. Lexington III beneficially
owns 60,249 shares of Common Stock including 6,154 options to purchase
shares of Common Stock, representing .9% of the Outstanding Shares.
Lexington IV beneficially owns 2,435 shares of Common Stock including
175 options to purchase shares of Common Stock, representing .03% of
the Outstanding Shares.
In addition, as of March 4, 1997, DRI and the individuals
named in Exhibit E hereto may be deemed to beneficially own the
335,233 Agency Shares including 31,618 options to purchase shares of
Common Stock, representing 4.5% of the Outstanding Shares; however,
pursuant to powers of attorney executed by each such individual in
favor of Dillon Read, Dillon Read has been granted sole voting power
and sole investment power with respect to the Agency Shares.
Accordingly, each such person disclaims beneficial ownership of the
Agency Shares held by Dillon Read for his economic benefit. The name
of each such person and the number of Agency Shares and other shares
of Common Stock and the percentage of the Outstanding Shares as to
which each such person disclaims or affirms beneficial ownership are
set forth in Exhibit E hereto, which is incorporated herein by
reference.
Pursuant to its partnership agreement, on November 27, 1996
and January 17, 1997, Concord distributed an aggregate of 152,527
shares of Common Stock and 15,473 shares of Common Stock,
respectively, to its partners. On March 4, 1997, each of Concord II
and Concord Japan exercised options to purchase shares of Common
Stock, in the amount of 60,640 shares of Common Stock and 11,982
shares of Common Stock, respectively.
Except as set forth herein, to the best knowledge of the
Reporting Persons, none of the other persons identified in this filing
currently owns, or has any right to acquire, any shares of the Common
Stock.
(b) As noted in Items 2 and 5(a), Dillon Read has the
voting power and investment power with respect to the shares of Common
Stock reported in this Statement as being beneficially owned by the
Funds, and with respect to the Agency Shares. By reason of their
relationship with one another, Dillon Read, DRI and DR Holding may be
deemed to share voting and dispositive powers as to all of the shares
of Common Stock reported in Item 5(a) that Dillon Read may be deemed
to beneficially own; however, as noted above, DR Holding and DRI
disclaim beneficial ownership of such shares.
(c) None.
(d) To the best knowledge of the Reporting Persons, no
person other than those identified in this Schedule has the right to
receive or the power to direct the receipt of
-8-
dividends from, or the proceeds from the sale of, the securities reported on
this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
In connection with the issuance of options for the Common
Stock, Exhibit H, Form of Stock Option Agreement (attached hereto and
incorporated herein by reference) sets forth the arrangements between
certain of the Reporting Persons and the Company with respect to such
options.
Item 7. Material to be Filed as Exhibits
Exhibit A – Executive Officers and Directors of Dillon,
Read Holding Inc.
Exhibit B – Executive Officers and Directors of Dillon,
Read Inc.
Exhibit C – Executive Officers and Directors of Dillon,
Read & Co. Inc.
Exhibit D – Executive Officers and Directors of Concord
Partners Japan Limited.
Exhibit E – Ownership of Common Stock by Managing Direc-
tors, Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Exhibit F – Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit G – Form of Power of Attorney Executed by Persons
Listed in Exhibit E.
Exhibit H – Form of Stock Option Agreement.
SIGNATURES
The undersigned certify that, after reasonable inquiry and to
the best of their respective knowledge and belief, the information set
forth in the Schedule 13D is true, complete and correct.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
—————————-
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
—————————-
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
—————————-
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
————————–
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
————————-
Chairman
CONCORD PARTNERS, L.P.
By: Venture Associates, L.P.
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Peter A. Leidel
————————–
Sr. Vice President
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
————————–
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
————————–
Attorney-in-Fact
Dated: April 3, 1997
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
-2-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read &
Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
-3-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: Jan Hessel Lindenbergh
RESIDENCE OR ING Bank
BUSINESS ADDRESS: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
PRINCIPAL OCCUPATION:
(a) Name: ING Bank
(b) Address: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
(c) Title: Director
CITIZENSHIP: HOLLAND
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
-2-
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
CITIZENSHIP: USA
-2-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director
CITIZENSHIP: USA
-3-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Barbara T. Alexander
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Sharyar Aziz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-4-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Tamara A. Baum
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James H. Brandi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-5-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William S. Brenizer
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James C. Brennan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-6-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John G. Brim
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Michael A. Cilia
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-7-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Frank V. Colombo
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Kenneth S. Crews
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-8-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: David M. Dickson, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Charles P. Durkin, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-9-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Blair W. Effron
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Raul P. Esquivel
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-10-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Thomas J. Hartfield
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-11-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Anthony B. Helfet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 555 California Street, Suite 4950
San Francisco, CA 94104
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 555 California Street, Suite 4950
San Francisco, CA 94104
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-12-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William O. Hiltz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert H. Hotz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-13-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: James W. Hunt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Peter H. Imhoff
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-14-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Yerger Johnstone
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
NAME: Craig A.T. Jones
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 260 Franklin Street – 15th Floor
Boston, MA 02110
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 260 Franklin Street – 15th Floor
Boston, MA 02110
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-15-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Patrick J. Landers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-16-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Bryan H. Lawrence
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: J. Richard Leaman, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-17-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R. Macek
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 120 Wall Street
New York, NY 10005
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 120 Wall Street
New York, NY 10005
(c) Title: Controller, Director and Managing
Director
CITIZENSHIP: USA
NAME: Daniel F. Marciano
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-18-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Cynthia R. Melcher
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Richard J. Milligan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-19-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert Moulton-Ely
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-20-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H. Mullin, III
RESIDENCE OR Ridgeway Farm Inc.
BUSINESS ADDRESS: Route 2
Box 380
Brookneal, VA 24528
PRINCIPAL OCCUPATION:
(a) Name: Ridgeway Farm Inc.
(b) Address: Route 2
Box 380
Brookneal, VA 24528
(c) Title: Shade Tree Farmer
CITIZENSHIP: USA
NAME: Christian L. Oberbeck
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-21-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Victor A. Pelson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Robert A. Pilkington
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
-22-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Thomas L. Piper, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Jerome H. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-23-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William P. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Eric W. Roberts
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-24-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenneth M. Schmidt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: H.C. Bowen Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-25-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R.S. Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Danforth H. Starr
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
-26-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Jason D. Sweet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: F. Davis Terry, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, New York 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, New York 10022
(c) Title: Director and Managing Director
CITIZENSHIP: France
NAME: Edward B. Whitney
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-28-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: John E. Wilson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
-29-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Robert A. Young
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Simon A. Borrows
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Director
CITIZENSHIP: UK
-30-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: James R.C. Lupton
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Executive Director
CITIZENSHIP: UK
-31-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Michael D.G. Ross
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: UK
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Heiichi Hamaoka
RESIDENCE OR Nissan Motor Co., Ltd.
BUSINESS ADDRESS: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nissan Motor Co., Ltd.
(b) Address: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
(c) Title: Managing Director,
Nissan Motor Co., Ltd.
CITIZENSHIP: Japan
NAME: Gentaro Kawase
RESIDENCE OR Nippon Life Insurance Company
BUSINESS ADDRESS: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Life Insurance Company
(b) Address: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
(c) Title: Chairman, Nippon Life Insurance
Company
CITIZENSHIP: Japan
-2-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Takashi Imai
RESIDENCE OR Nippon Steel Corporation
BUSINESS ADDRESS: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Steel Corporation
(b) Address: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
(c) Title: Representative Director and Exec-
utive Vice President, Nippon
Steel Corporation
CITIZENSHIP: Japan
NAME: Yoh Kurosawa
RESIDENCE OR The Industrial Bank of Japan, Ltd.
BUSINESS ADDRESS: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: The Industrial Bank of Japan, Ltd.
(b) Address: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
(c) Title: President, The Industrial Bank of
Japan, Ltd.
CITIZENSHIP: Japan
-3-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Toyko, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower
6th Floor
1-1-1 Uschisaiwai-Cho
Chiyoda-Ku
Toyko, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Amerex S.A.
RESIDENCE OR Coutts & Company (Bahamas) Ltd.
BUSINESS ADDRESS: West Bay Street
Nassau, Bahamas
PRINCIPAL OCCUPATION:
(a) Name: Coutts & Company (Bahamas) Ltd.
(b) Address: West Bay Street
Nassau, Bahamas
(c) Title: Supervisor of Company Services and
Secretary of Coutts & Company
(Bahamas) Ltd.
CITIZENSHIP: Bahamas
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: CHARLES A. BALLARD
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,870 (includes 569 options)
AMOUNT AND SOURCE
OF FUNDS: $5,848.82
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09%
NAME: JOHN P. BIRKELUND
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 39,579 (includes 3,736 options)
AMOUNT AND SOURCE
OF FUNDS: $96,990.16
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .6%
-2-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing Directors,
Officers and Former Officers of Dillon, Read & Co. Inc.
NAME: J. ROBERT BURTON, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,387 (includes 228 options)
AMOUNT AND SOURCE
OF FUNDS: $2,448.38
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: JAMES P. CONNELLY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 697 (includes 47 options)
AMOUNT AND SOURCE
OF FUNDS: $2,576.55
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
-3-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: DOUGLAS A. DARBY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,424 (includes 517 options)
AMOUNT AND SOURCE
OF FUNDS: $13,512.39
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
NAME: SALLY DEAN
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,379 (includes 228 options)
AMOUNT AND SOURCE
OF FUNDS: $2,425.62
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
-4-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: PETER M. FLANIGAN
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 28,178 (includes 2,687 options)
AMOUNT AND SOURCE
OF FUNDS: $48,781.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .4%
NAME: FELICE GELMAN
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 488 (includes 47 options)
AMOUNT AND SOURCE
OF FUNDS: $2,087.17
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .007%
-5-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: HARRY HAGERTY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 684 (includes 70 options)
AMOUNT AND SOURCE
OF FUNDS: $1,498.53
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: JOHN H.F. HASKELL, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 36,730 (includes 3,505 options)
AMOUNT AND SOURCE
OF FUNDS: $85,382.75
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .5%
-6-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: E. TERRI HERMAN(1)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 368 (includes 23 options)
AMOUNT AND SOURCE
OF FUNDS: $1,396.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
NAME: FRANKLIN W. HOBBS, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 30,455 (includes 2,803 options)
AMOUNT AND SOURCE
OF FUNDS: $56,986.04
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .4%
– ———-
1 In addition, Ms. Herman owns 1,000 shares which were purchased in the open
market as follows: 500 on 10/14/96 at $11.375 per share and 500 on 10/30/96
at $10.250 per share.
-7-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: ROBERT H. HOTZ
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,260 (includes 116 options)
AMOUNT AND SOURCE
OF FUNDS: $5,340.13
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: PETER H. IMHOFF
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,353 (includes 853 options)
AMOUNT AND SOURCE
OF FUNDS: $7,500
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
-8-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: CRAIG A.T. JONES
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 12,671 (includes 1,141 options)
AMOUNT AND SOURCE
OF FUNDS: $18,248.65
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .2%
NAME: W. HOWARD KEENAN, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,819 (includes 548 options)
AMOUNT AND SOURCE
OF FUNDS: $9,274.77
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09%
-9-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: PETER A. LEIDEL(2)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,839 (includes 116 options)
AMOUNT AND SOURCE
OF FUNDS: $6,972.91
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
NAME: NATHAN LEIGHT
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,221 (includes 116 options)
AMOUNT AND SOURCE
OF FUNDS: $5,230.15
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
– ———-
2 In addition, Mr. Leidel owns 1,000 shares which he purchased in
the open market on January 3, 1997 at a price of $9.125 per
share. Mr. Leidel also received 935 shares as a result of Concord
Partners distribution on January 17, 1997 by Venture Associates
to its General Partners.
-10-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: RICHARD H. MONTAGUE
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,291 (includes 116 options)
AMOUNT AND SOURCE
OF FUNDS: $5,427.55
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: ROBERT MOULTON-ELY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,002 (includes 93 options)
AMOUNT AND SOURCE
OF FUNDS: $4,253.93
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
-11-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: JOHN J. MURABITO
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 367 (includes 35 options)
AMOUNT AND SOURCE
OF FUNDS: $1,570.06
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .005%
NAME: DAVID W. NIEMIEC(3)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 35,018 (includes 3,270 options)
AMOUNT AND SOURCE
OF FUNDS: $76,989.51
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .5%
– ————–
3 In addition, on October 24, 1996, Mr. Niemiec purchased 400 shares
in the open market at $10.375 per share, which shares are for the
benefit of the children of Mr. Niemiec and registered under the
Uniform Gifts to Minors Act of New York. The beneficial ownership
of such shares is disclaimed by Mr. Niemiec. An aggregate of 4,000
shares, purchased in the open market on November 4, 1996, November 5,
1996 and November 7, 1996 for the benefit of the children of
Mr. Niemiec and are registered in the name of Melanie Niemiec, the
wife of David W. Niemiec, as trustee. The beneficial ownership of
such sharesis disclaimed by Mr. Niemiec.
-12-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: JAMES F. REILLY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,140 (includes 116 options)
AMOUNT AND SOURCE
OF FUNDS: $5,001.73
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: BRET E. RUSSELL
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,720 (includes 569 options)
AMOUNT AND SOURCE
OF FUNDS: $5,425.82
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .08%
-13-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: KENNETH M. SCHMIDT
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 24,778 (includes 2,454 options)
AMOUNT AND SOURCE
OF FUNDS: $35,622.38
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .4%
NAME: H.C. BOWEN SMITH
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 22,111 (includes 2,105 options)
AMOUNT AND SOURCE
OF FUNDS: $22,746.92
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .3%
-14-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: MICHAEL I. SOMERS
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 11,929 (includes 1,137 options)
AMOUNT AND SOURCE
OF FUNDS: $12,233.44
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .2%
NAME: F. DAVIS TERRY, JR.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,460 (includes 232 options)
AMOUNT AND SOURCE
OF FUNDS: $10,507.61
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
-15-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: WAYNE THORNBROUGH
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 6,107 (includes 582 options)
AMOUNT AND SOURCE
OF FUNDS: $26,147.30
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09%
NAME: GEORGE H. WEILER, III(4)
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,103 (includes 70 options)
AMOUNT AND SOURCE
OF FUNDS: $4,180.11
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
– —————-
4 In addition, Mr. Weiler owns 1,000 shares which he purchased
in the open market on December 23, 1996 at a price of $9.375
per share.
-16-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors, Former Managing
Directors, Officers and Former Officers of Dillon, Read & Co., Inc.
NAME: GEORGE A. WIEGERS
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 28,176 (includes 2,571 options)
AMOUNT AND SOURCE
OF FUNDS: $44,988.85
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .4%
NAME: RICHARD C. YANCEY
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 9,629 (includes 918 options)
AMOUNT AND SOURCE
OF FUNDS: $21,803.72
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1%
SCHEDULE 13D
EXHIBIT F
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended, that the
annexed Statement on Schedule 13D and all amendments thereto shall be
filed on behalf of each of them.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
—————————–
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
—————————–
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
—————————–
Name: David W. Niemiec
Title: Vice Chairman
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
——————————
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
——————————
Chairman
CONCORD PARTNERS, L.P.
By: Venture Associates, L.P.
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Peter A. Leidel
—————————-
Sr. Vice President
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
——————————
Attorney-in-Fact
CONCORD PARTNERS JAPAN LIMITED
By: /s/ Peter A. Leidel
——————————
Attorney-in-Fact
Dated: April 3, 1997
SCHEDULE 13D
EXHIBIT G
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Dillon, Read & Co. Inc. (“Dillon Read”),
acting through any of its duly authorized officers, the true and
lawful agent and attorney-in-fact of the undersigned with respect to
all matters arising in connection with the under-signed’s accepting,
holding and disposing of investment opportunities that may be
presented by Dillon Read to the undersigned from time to time,
including but not limited to (i) investments in companies in which
Concord Partners, a New York limited partnership, Concord Partners II,
a Delaware limited partnership, Saratoga Partners, a Delaware limited
partnership, Saratoga Partners II, a Delaware limited partnership,
Yorktown Energy Partners, a Delaware limited partnership, The Second
Charterhouse Buy-Out Fund, a Delaware limited partnership, France
Capital Developpement, a fund organized under the laws of France, or
The Sudimer Buy-Out Fund N.V., a Netherlands Antilles corporation, or
any similar investment fund is also an investor, and (ii) investments
directly in Dillon, Read Industrial Development Capital Fund, a
limited partnership established under the laws of England, The
Portugal Property Fund, a Netherlands Antilles corporation, or any
similar
investment fund (each such investment being referred to herein as an
“Investment”). Such appointment shall become effective with respect to
any Investment upon written notification by the undersigned to Dillon
Read that the undersigned wishes to accept such Investment. Without
limiting the foregoing, Dillon Read shall have full power and
authority: (A) to execute and deliver or otherwise make for and on
behalf of the undersigned in such form as Dillon Read may, from time
to time, approve, (i) a purchase agreement relating to each
Investment, (ii) any amendments to or waivers regarding any such
purchase agreement, and (iii) any other agreements or certificates in
connection with such Investment; (B) to vote or otherwise act with
respect to any securities acquired in an Investment in its sole
discretion; and (C) to dispose, on behalf of the undersigned, at any
time or from time to time, of all or any specified portion of any
Investment, without any prior notification to the undersigned, and in
connection therewith to execute and deliver or otherwise make for or
on behalf of the undersigned in such form as Dillon Read may approve,
and at such time and under such circumstances as Dillon Read may
decide, (i) a sales agreement relating to such Investment, and (ii)
any other agreements or certificates in connection with the sale of
such Investment; in each case, unless and until the undersigned
becomes the record holder of such securities, and Dillon Read shall
have the sole and exclusive authority to determine when to transfer
the
record ownership of an Investment to the undersigned (in which case
this power of attorney (other than the next two succeeding paragraphs)
shall cease with respect to such Investment).
Dillon Read’s approval of the form of any document or
certificate shall be conclusively evidenced by Dillon Read’s execution
thereof.
The undersigned hereby ratifies and confirms all that said
agent and attorney-in-fact may do by virtue hereof. The undersigned
also hereby ratifies, confirms and adopts all actions taken prior to
this date by Dillon Read on the undersigned’s behalf in connection
with any Investment in which the undersigned has participated and
hereby irrevocably releases Dillon Read and any of its affiliates from
any present or future claims, losses or liability in connection with
the power of attorney granted hereby, any Investment or any act or
omission by Dillon Read in connection therewith.
This appointment shall be irrevocable with respect to any
Investment once the purchase agreement for such Investment has been
executed and delivered on behalf of the undersigned pursuant hereto or
otherwise.
This power of attorney and any action taken hereunder by
Dillon Read shall not be affected by the subsequent disability,
incompetence or death of the undersigned and any such action shall be
binding upon the heirs, executors, legal representatives and assigns
of the undersigned.
– ———————— —————————–
(Date) (Signature)
– ———————— —————————–
(Place of Execution) (Print Name)
SCHEDULE 13D
EXHIBIT H
FORM OF STOCK OPTION AGREEMENT
AGREEMENT dated November 1, 1995 between CORNELL CORRECTIONS, INC., a
Delaware corporation (the “Company”) and [Investor] (“Holder”).
1. Subject to the terms and conditions set forth below, the Company,
for value received, hereby grants to Holder stock options (the “Options”) to
purchase a total of [ ] shares of the Class B Common Stock”), at a price of
$2.00 per share (the “Exercise Price”). The Options will be exercisable in whole
or in part at any time on or before October 31, 2002 (the “Expiration Price”).
The Options will be exercisable in whole or in part at any time on or before
October 31, 2002 (the “Expiration Date”). Any Options not exercised on or before
the Expiration Date shall terminate and be of no value.
2. Prior to the Expiration Date, Holder may exercise Options by
delivering to the Company, from time to time, a written notice specifying the
number of Options which Holder then desires to exercise together with cash or a
certified check to the order of the Company for an amount in United States
dollars equal to the Exercise Price multiplied by the number of shares being
purchased pursuant to the exercise of
2
the Option. Upon receipt of such funds, and in no event later than ten
days after the effective date of such written notice (as determined in
accordance with Section 11 hereof), the Company will issue and deliver
to Holder a certificate representing those shares of Class B Common
Stock upon exercise of the Options (the “shares”). Such certificate
shall bear a legend substantially similar to the legend set forth in
Section 10 hereof.
3. The Company covenants that (a) from the date hereof until
the Expiration Date, it will at all times have authorized, and keep
reserved and available, for the purpose of enable it to satisfy its
obligation to issue the Shares upon exercise of the Options, the
number of Shares deliverable upon exercise of all of the Options and
(b) the Shares will, upon issuance in accordance with the terms of
this Agreement, be duly authorized, fully paid and non-assessable.
4. The Options are not transferable by Holder other than (i)
to its affiliates or its successor by operation of law or (ii) to
Charterhouse Equity Partners II, L.P., and are exercisable only by
Holder or its permitted transferees. Except as expressly permitted
above, no assignment or transfer of the Options or of the rights
represented thereby whether voluntary or involuntary, by operation of
law or otherwise, shall best in
3
the assignee or transferee any interest or right therein whatsoever,
but immediately upon any such assignment or transfer the Options so
assigned or transferred shall terminate and become of no further
effect.
5. Holder, as holder of the Options, shall not be deemed to
be a stockholder of the Company and shall not have the rights of a
stockholder of the Company, including, without limitation, the right
to vote or to receive dividends, until the Options are exercised.
6. The existence of the Options granted hereunder shall not
affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation of
the Company or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting the Class B. Common Stock or
the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar
character or otherwise.
7. The Shares are shares of Class B Common Stock of the
Company as presently constituted, but if, and whenever,
4
prior to the issuance and delivery by the company of all of the Shares
with respect to which Options are granted, the Company shall effect a
subdivision or consolidation of shares or other capital adjustment,
the payment of a stock dividend, or other issuance of shares of the
Class B. Common Stock, then the aggregate number of shares which may
be purchased pursuant to the Options and the Exercise Price shall be
proportionally adjusted. Notwithstanding the foregoing, no adjustment
shall be made upon the issuance of new shares of Class B Common Stock
for fair consideration.
8. In the event the Company shall at any time prior to the
Expiration Date merge with or into, consolidate with or sell or
otherwise transfer all or substantially all of its assets to another
entity (a “Business Combination”) then the options shall entitle
Holder to receive upon exercise, in lieu of shares of Class B Common
Stock, the consideration which a holder of the number of shares of the
Class B Common Stock subject to the Options would have been entitled
to receive pursuant to the Business Combination.
9. Holder represents and warrants that it is acquiring the
Options and will acquire the Shares, for its own accounts, for
investment with no present intention of selling or otherwise
distributing the same. Holder hereby acknowledges
5
its understanding that the Options and Shares are not being registered
under the Securities Act of 1933, as amended (“Act”), on the ground
that the issuance and sale of the Options and the Shares to Holder are
exempt under Section 4(2) of the Act as not involving a public
offering. Holder further acknowledges its understanding that the
Company’s reliance on such exemption is, in part, based upon the
foregoing intention of Holder and that the statutory basis for such
exemption would not be present if, notwithstanding such representation
and warrant, Holder were acquiring the Options and the Shares for
resale on the occurrence or nonoccurrence of some predetermined event
Holder hereby acknowledges that (i) the Shares may be sold by Holder
only (a) pursuant to an effective registration statement under the Act
filed by the Company with the Securities and Exchange Commission (the
“Commission”) relating to such sale or (b) in a transaction which is
otherwise exempt from registration under the Act and (ii) the Company
will be under no obligation to file such registration statement with
the Commission.
10. All certificates representing Shares to be issued
pursuant to the terms of this Agreement shall bear a legend in
substantially the following form:
“The shares represented by this Certificate have not been
registered under the Securities
6
Act of 1933, as amended. The shares have been
acquired for investment and may not be offered for
sale, sold, or otherwise distributed within the
meaning of said Act in the absence of an effective
registration statement for the shares under said
Act or an opinion of counsel to the Corporation
that registration is not required thereunder.”
11. Any notice required hereunder shall be in writing and
delivered by hand or sent by registered or certified mail, addressed
to the other party hereto at its address set forth below:
If to the Company: Cornell Corrections, Inc.
4801 Woodway – Suite 400W
Houston, TX 77056; and
If to Holder: Concord Partners II, L.P.
c/o Dillon Read & Co., Inc.
535 Madison Avenue
New York, NY 10022
Any such notice shall become effective (a) when mailed, three days
after having been deposited in the mails, postage prepaid, and (b) in
the case of delivery by hand, upon delivery.
12. This Agreement supersedes any prior agreements or
understandings, oral or written, between the parties hereto and
represents their entire understanding and agreement with respect to
the subject matter hereof and can be amended, supplemented or changed,
and any provision hereof can be waived, only by written instrument
making specific reference to this
7
Agreement signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought.
13. Any waiver or any breach of this Agreement shall not be
construed to be a continuing waiver or consent to any subsequent
breach by any party hereto.
14. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement,
or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
15. This Agreement is not assignable without the consent of
each party hereto except that Holder may assign this Agreement to an
affiliate or to its successor by operation of law. This Agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors, legal representatives
and permitted assigns.
16. The paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
8
17. This Agreement has been executed and delivered in, and
shall be construed and enforced in accordance with, the laws of the
State of Delaware applicable to contracts made and performed therein,
without giving effect to the choice of law principles thereof.
18. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
CORNELL CORRECTIONS, INC.
By:
————————–
[Investor]
By:
————————–
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