-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ToJn2hlhNswXIPlZyph7FMu70fXqt8pfDb1CeiyIvM+TKgr3oCY5cg1hRmDROkYM LYy1ohgtfRcHFJXRqQvBpw== /in/edgar/work/0001021771-00-000129/0001021771-00-000129.txt : 20001123 0001021771-00-000129.hdr.sgml : 20001123 ACCESSION NUMBER: 0001021771-00-000129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVTECH INC CENTRAL INDEX KEY: 0000790272 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 112883366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39203 FILM NUMBER: 775418 BUSINESS ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: - CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 5197479883 MAIL ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT OPERATIONS SERVICE INC DATE OF NAME CHANGE: 19880127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENGLISH DOROTHY CENTRAL INDEX KEY: 0001103641 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O COMPUFLIGHT INC 175 COLUMBIA ST W STREET 2: WATERLOO ONTARIO CANADA N2L 5Z5 CITY: CANADA BUSINESS PHONE: 5197471170 MAIL ADDRESS: STREET 1: C/O COMPUFLIGHT INC 175 COLUMBIA ST W STREET 2: WATERLOO ONTARIO CANADA N2L 5Z5 CITY: ONTARIO CANADA SC 13D/A 1 0001.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Navtech, Inc. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 63935 Q 10 0 (CUSIP Number) Fred S. Skolnik, Esq. Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue, East Meadow, NY 11554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 2000 (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 [ ] *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). SCHEDULE 13D CUSIP No. 63935 Q 10 0 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dorothy A. English ("English") Navtech Applied Research Inc. ("NARI") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION English - Canada NARI - Ontario, Canada NUMBER OF SHARES 7 SOLE VOTING POWER English - 455,000 NARI - 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER English - 0 NARI - 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER English - 455,000 NARI - 0 PERSON WITH 10 SHARED DISPOSITIVE POWER English - 0 NARI - 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON English - 455,000 NARI - 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) English - 12.4% NARI - 0 14 TYPE OF REPORTING PERSON* English - IN NARI - CO 3 Item 1. Security and Issuer. The Reporting Persons are making this statement in reference to shares of Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc., a Delaware corporation (the "Issuer"). This statement amends and supplements the Schedule 13D, dated December 1, 1993, as amended on January 10, 1994, February 25, 1994 and May 10, 2000, filed by the Reporting Persons (except that NARI is the successor to Navtech Systems Consulting Inc., a Reporting Person therein) and Raymond English. This statement is not being made by Mr. English. The address of the Issuer's principal executive offices is 2340 Garden Road, Suite 102, Monterey, California 93940. Item 2. Identity and Background. The Reporting Persons are making this statement pursuant to Rule 13d-1(a). (a) Names: Dorothy A. English Navtech Applied Research Inc. ("NARI") (b) Residence or business address: Dorothy A. English 175 Columbia Street West Waterloo, Ontario Canada N2L-5Z5 NARI 175 Columbia Street West Waterloo, Ontario Canada N2L-5Z5 (c) Ms. English is a senior software developer of the Issuer. Ms. English is also the sole officer, director and shareholder of NARI. (d) Neither of the Reporting Persons has been convicted in a criminal proceeding in the last five years. (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. (f) Ms. English is a citizen of Canada. NARI was incorporated in Ontario, Canada. 4 Item 3. Source and Amount of Funds or Other Consideration. See Item 4 hereof. Item 4. Purpose of Transaction. On August 31, 2000, pursuant to a Full and Final Release between Dorothy English, NARI and Ray English and Associates, Inc. (the "Release"), NARI transferred 150,000 shares of Common Stock of the Issuer and paid $50,000 Canadian to Raymond English ("Raymond"), the former Chairman of the Issuer and former spouse of Dorothy English, in full satisfaction of the outstanding amounts of the NARI Note described in Item 4 of Amendment No. 3 of the Reporting Person's Schedule 13D, filed with the Securities and Exchange Commission on May 12, 2000 ("Amendment No. 3"). On August 31, 2000, the total outstanding amount of the NARI Note was $369,887.49 Canadian. Also pursuant to the Release, Raymond agreed to release the balance of the shares of Common Stock of the Issuer owned by NARI and held in escrow as security for the amounts due under the NARI Note as described in Item 4 of Amendment No. 3. On October 23, 2000, pursuant to the terms of that certain Share Transfer Agreement of the same date, by and between NARI and the Issuer, the Issuer repurchased 502,766 shares of Common Stock of the Issuer from NARI at a purchase price of $1.875 USD per share. On November 10, 2000, pursuant to the terms of that certain Stock Purchase Agreement of the same date, by and between NARI and Robert Snyder ("Snyder"), NARI agreed to sell 150,000 shares of Common Stock of the Issuer to Snyder at a purchase price of $1.00 USD per share. The closing of the sale is scheduled to occur on January 12, 2001. Subject to and depending upon the availability of prices deemed favorable by them, the Reporting Persons may choose to purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions with third parties, or otherwise. In addition, depending upon prevailing conditions, the Reporting Persons may determine to dispose of shares of Common Stock held by them in the open market, in privately negotiated transactions with third parties, or otherwise. Item 5. Interest in Securities of the Issuer. (a) Dorothy English holds 455,000 shares of Common Stock of the Issuer, which represent 12.4% of the total shares of Common Stock outstanding as of November 10, 2000. NARI does not hold any securities of the Issuer as of November 10, 2000. The percentage for Ms. English was calculated using as the denominator the sum of (i) 250,000 shares of Common Stock issuable upon the exercise of the Option described in Item 4 of Amendment No. 3, (ii) the 2,886,980 outstanding shares of Common Stock as of August 31, 2000, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended July 31, 2000 and (iii) 1,050,543 shares of Common Stock known to the Reporting Persons to have been issued by the Issuer subsequent to August 31, 2000, less the 502,766 shares of Common Stock repurchased by the Issuer as described in Item 4 hereof. (b) Ms. English has sole voting and dispositive power with respect to all such shares of 5 Common Stock. NARI does not have voting and dispositive power with respect to any shares of Common Stock of the Issuer. (c) See Item 4 hereof. (d) Not applicable. (e) NARI ceased to be the beneficial owner of more than five percent of a class of securities of the Issuer on November 10, 2000. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 4 hereof. Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Full and Final Release, dated August 31, 2000, between Dorothy English, NARI and Ray English and Associates, Inc. (3) Share Transfer Agreement, dated October 23, 2000, between NARI and the Issuer. (4) Stock Purchase Agreement, dated November 10, 2000, between Snyder and NARI. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 21, 2000 /s/ Dorothy A. English --------------------------------- Dorothy A. English NAVTECH APPLIED RESEARCH INC. By:/s/ Dorothy A. English ------------------------------ Dorothy A. English, President 7 EXHIBIT 1 The undersigned agree that the Amendment to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Date: November 21, 2000 /s/ Dorothy A. English --------------------------------- Dorothy A. English NAVTECH APPLIED RESEARCH INC. By:/s/ Dorothy A. English ------------------------------ Dorothy A. English, President 8 EX-2 2 0002.txt FULL AND FINAL RELEASE FULL AND FINAL RELEASE TO: NAVTECH APPLIED RESEARCH INC., DOROTHY ENGLISH and RAY ENGLISH AND ASSOCIATES, INC. - ----------------------------------------------------------------------------- WHEREAS: A. NAVTECH APPLIED RESEARCH INC. ("NARI") is the registered and beneficial owner of EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) issued and outstanding, fully paid and non-assessable, Common shares of COMPUFLIGHT, INC. ("Compuflight"); B. Compuflight has changed its name to NAVTECH, INC.; C. Pursuant to an Escrow Agreement dated June 29, 1998 and made between Raymond, Dorothy, Ray English and Associates Inc. and Waters & Hastings, Barristers and Solicitors (the "Escrow Agreement"), the said EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common shares held by NARI in the capital stock of Compuflight were deposited by Ray English and Associates Inc. with the Escrow Agent, Waters & Hastings, to be held in trust until such time as the balance of the payments under a Loan Repayment Agreement dated June 29, 1998 made between Ray English and Associates Inc. and Raymond had been paid in full; D. Notwithstanding the aforementioned Loan Repayment Agreement, Raymond has agreed to release the said EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common shares from the terms and conditions of the Escrow Agreement subject to the transfer by NARI to Raymond of ONE HUNDRED AND FIFTY THOUSAND (150,000) Common shares in the capital stock of Compuflight and the payment of FIFTY THOUSAND ($50,000.00) DOLLARS in full satisfaction of the outstanding debt forming the subject matter of the aforementioned Loan Repayment Agreement. E. Raymond has entered into an Agreement dated June 15, 2000 made among NARI, DOROTHY ENGLISH and Raymond providing for the release of the said EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common shares from the terms and conditions of the Escrow Agreement subject to the terms and conditions contained therein (the "Agreement"). IN CONSIDERATION of the transfer to Raymond of the ONE HUNDRED AND FIFTY THOUSAND (150,000) Common shares held by NARI in the capital stock of Compuflight pursuant to the Agreement, and other good and valuable consideration (the receipt and sufficient of which is acknowledged), the undersigned hereby releases you, your heirs, executors, administrators, legal personal representatives and your successors and assigns, from all rights and interests the undersigned had, or may have had, in the EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common shares in the capital stock of Compuflight which were subject to the terms and conditions of a Loan Repayment Agreement and Escrow Agreement, and from all rights and interests the undersigned had, or may have had, in the said Loan Repayment Agreement and the Escrow Agreement. The provisions hereof shall enure to the benefit of your heirs, executors, administrators, legal personal representatives, successors and assigns and shall be binding upon the undersigned, his heirs, executors, administrators and legal personal representatives. IN WITNESS WHEREOF the undersigned has hereunto affixed his hand and seal, the 31st day of August, 2000. SIGNED, SEALED & DELIVERED ) in the presence of ) ) /s/ Cynthia L. Hastings ) - ----------------------- ) As to R.H. Waters ) /s/ R. H. Waters ) ------------------- Raymond English by his power of attorney Robert H. Waters EX-3 3 0003.txt SHARE TRANSFER AGREEMENT SHARE TRANSFER AGREEMENT BETWEEN: Navtech Applied Research Inc., a corporation having its registered office in the City of Waterloo, in the Province of Ontario, Canada (Hereinafter referred to as "NARI") AND: Navtech, Inc., a corporation having its principal office in the City of Monterey, in the State of California, USA (Hereinafter referred to as "Navtech") DATED: October 23rd, 2000 WHEREAS, NARI wishes to further reduce the amount of its indebtedness to Navtech; WHEREAS, NARI is the owner of 502,766 shares of Common Stock, par value $.001 per share, of Navtech (the "Common Shares"); WHEREAS, NARI wishes to transfer the Common Shares to Navtech to further reduce the amounts of its indebtedness to Navtech; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows: 1. Navtech accept the transfer of the Common Shares from NARI; 2. that, upon the transfer of the Common Shares from NARI to Navtech, the amount of indebtedness of NARI to Navtech be further reduced by the fair market value of the Common Shares as of October 23, 2000 based upon the last sale price as of such date. 3. that, after reconciliation of all accounts as of October 31, 2000, giving effect to any further interest and royalty adjustments, the remaining balance of all debt owing from NARI to Navtech, or its subsidiary, Navtech Systems Support Inc., be reduced to an amount equal to $63,400 Canadian, such amount to be paid no later than January 15, 2001. IN WITNESS WHEREOF the parties hereto have set their hands and seals. SIGNED, SEALED AND DELIVERED ) Navtech Applied Research Inc. in the presence of: ) ) /s/ Dorothy English ) ---------------------------- ) Dorothy English, Secretary ) ) Navtech, Inc. ) ) /s/ David Strucke ) ----------------------------- ) David Strucke ) Chief Financial Officer EX-4 4 0004.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT made as of November 10, 2000 between NAVTECH APPLIED RESEARCH INC., an Ontario corporation (the "Seller"), and Robert N. Snyder (the "Purchaser"). WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to acquire from the Seller, an aggregate of one hundred fifty thousand (150,000) shares of Common Stock (the "Shares") of Navtech, Inc. (the "Company"), subject to the terms and conditions set forth herein. WHEREAS, the Seller is an affiliate of the Company for purposes of Rule 144, promulgated under the Securities Act of 1933, as amended. NOW, THEREFORE, for and in consideration of the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: 1. Purchase of Shares. ------------------ 1.1 For and in consideration of the Purchase Price (as hereinafter defined), at the Closing (as hereinafter defined), the Seller shall sell to the Purchaser, and the Purchaser shall buy from the Seller, all of the Shares. 1.2 The aggregate purchase price for the Shares shall be one hundred fifty thousand dollars ($150,000) (the "Purchase Price"). 1.3 The Purchase Price shall be paid by the Purchaser to the Seller on January 12, 2001 (the "Closing"). 1.4 On the Closing date, simultaneous with the payment of the Purchase Price, the Seller shall deliver a stock certificate representing the Shares to the Purchaser, duly endorsed for transfer or accompanied by a stock power duly executed. 2. Representations by Purchaser. ---------------------------- The Purchaser understands and agrees that the Seller is relying and may rely upon the following representations and warranties made by the Purchaser in entering into this Agreement: 2.1 The Purchaser recognizes that the purchase of the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) he may not be able to liquidate his investment in the event of emergency; (ii) transferability is extremely limited; and (iii) he could sustain a complete loss of his investment. 2.2 The Purchaser represents that he (i) is competent to understand and does understand the nature of this investment; and (ii) is able to bear the economic risk of this investment. 2.3 The Purchaser represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), as a result of the application to him of the criteria set forth on Exhibit A attached hereto (please indicate on such Exhibit A by a checkmark the one or more criteria which apply). 2.4 The Purchaser acknowledges that he has significant prior investment experience, including investment in restricted securities, and that he has read all of the documents furnished or made available to him to evaluate the merits and risks of such an investment on his behalf. 2.5 The Purchaser hereby represents that he has been furnished with the Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999, Quarterly Reports on Form 10-QSB for the fiscal quarters ended January 31, 2000, April 30, 2000 and July 31, 2000, all other reports filed by the Company with the Securities and Exchange Commission (the "SEC") since October 31, 1999, as well as all other information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in the Company. 2.6 The Purchaser represents that the Shares are being acquired for his own account, for investment and not for distribution to others. The Purchaser agrees that he will not sell, transfer or otherwise dispose of the Shares unless they are registered under the 1933 Act or unless an exemption from such registration is available. 2.7 The Purchaser acknowledges and agrees that counsel to the Company will be relying, and may rely, upon the Purchaser's representations contained in this Agreement in connection with any opinion of counsel given with regard to the purchase of the Shares by the Purchaser and any subsequent transfer of the Shares by the Purchaser and agrees to advise the Company and its counsel in writing in the event of any change in any of the foregoing. 2.8 The Purchaser understands that the certificate evidencing the Shares bears a legend stating that the Shares have not been registered under the 1933 Act and setting forth or referring to the restrictions on transferability and sale thereof. The Purchaser is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares. 2.9 The address set forth below is the Purchaser's true and correct residence. 3. Representations by the Seller and the Company. --------------------------------------------- The Seller represents and warrants to the Purchaser as follows: 3.1 The Seller is a corporation duly organized, existing and in good standing under the laws of the province of Ontario and has the corporate power to conduct its business. 3.2 The execution, delivery and performance of this Agreement by the Seller has been duly approved by the Board of Directors of the Seller. 3.3 The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, pledges, security interests, encumbrances, restrictions, subscriptions, hypothecations, charges and claims of any kind whatsoever and has the absolute and unqualified right to transfer the Shares to the Purchaser pursuant to the terms of this Agreement. The Company represents and warrants to the Purchaser as follows: 3.4 The Company is a corporation duly organized, existing and in good standing under the laws of the state of Delaware and has the corporate power to conduct its business. 3.5 The Shares have been duly and validly authorized and are duly and validly issued, fully paid and nonassessable. 4. Miscellaneous. ------------- 4.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by first class mail, postage prepaid, or overnight mail, addressed to the Seller at 175 Columbia Street West, Suite 102, Waterloo, Ontario Canada N2L 5Z5, Attention: Corporate Secretary, and to the Purchaser at his address indicated on the last page of this Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 4.2 This Agreement shall not be changed, modified or amended except by a writing signed by the party to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. 4.3 The Purchaser may assign his right to acquire the Shares to one or more assignees provided that the assignee(s) execute and deliver to the Seller a letter pursuant to which they make each of the representations and warranties provided for in Section 2 hereof. The foregoing right to assign shall not relieve the Purchaser of his obligations hereunder. 4.4 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature between them. 4.5 This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Delaware, applicable to agreements to be performed wholly within the State of Delaware. 4.6 All dollar amounts in this Agreement are United States dollars. [Rest of Page Intentionally Left Blank; Signature Page Follows] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Name of Purchaser (Please Print) Robert N. Snyder --------------------------------- Signature of Purchaser /s/ Robert N. Snyder --------------------------------- Address of Purchaser NAVTECH APPLIED RESEARCH INC. By: /s/ Dorothy English --------------------------------- Name and Title of Authorized Signatory (Please Print) AS TO SECTIONS 3.4 AND 3.5 ONLY: NAVTECH, INC. By: /s/ Duncan Macdonald --------------------------------- Name and Title of Authorized Signatory (Please Print) EXHIBIT A A. For an individual (i.e., a natural person): ---------- ---- 1)The undersigned had an individual income in excess of $200,000 (or in - --- excess of $300,000 with his or her spouse) in each of the past two years and has a reasonable expectation of reaching the same income level in the current year; or X 2)The undersigned has an individual net worth, or joint net worth with his - --- or her spouse, of more than $1,000,000. Note:For the purpose of determining net worth, the undersigned may include, without limitation, the value of his or her spouse's principal residence, home furnishings and automobiles. B. For a legal entity (i.e., other than a natural person): ------------ ---- ___1)The undersigned is (a) any bank, as defined in Section 3(a)(2) of the 1933 Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; (b) any broker or dealer registered pursuant to Section 23 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) any insurance company, as defined in Section 2(13) of the 1933 Act; (d) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 310(c) or (d) of the Small Business Investment Act of 1958; (e) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company or registered in vestment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or ___2)The undersigned is a "private business development company" as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or ___3)The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of making the investment, with total assets in excess of $5,000,000; or ___4)The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, and the purchase of the units is directed by a sophisticated person as described in Rule 506(b)(2) (ii) promulgated under the Exchange Act. ___5)The undersigned is an entity in which all of the equity owners are accredited investors. TO BE COMPLETED BY INDIVIDUAL(S) TO BE COMPLETED BY CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR TRUST Robert N. Snyder - --------------------------------- ---------------------------- Name of Individual Name [Please Print] [Please Print] - --------------------------------- Name of Other Individual- if Jointly Held [Please Print] By:-------------------------- /s/ Robert N. Snyder Authorized Signatory - --------------------------------- Signature of Individual - --------------------------------- ---------------------------- Signature of Other Individual, Name and Title of Authorized if applicable Signatory [Please Print] - --------------------------------- ---------------------------- Address(es) of Individual(s) Address - --------------------------------- ---------------------------- Social Security Taxpayer Identification Number(s) of Individual(s) Number - --------------------------------- ---------------------------- Date of Execution Date of Execution -----END PRIVACY-ENHANCED MESSAGE-----