-----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, HKNkVZoseN4gYVW+aejoa2UBDhMd1MTXVb1P/aqJjPGTbLEdP3CytnwMvOJPKkSV gK2Al0jyl23UAHRwMN2lKA== 0001021408-02-009272.txt : 20020709 0001021408-02-009272.hdr.sgml : 20020708 20020708171500 ACCESSION NUMBER: 0001021408-02-009272 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EUREKA I LP CENTRAL INDEX KEY: 0001086202 IRS NUMBER: 232993320 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE BELMONT AVE STREET 2: SUITE 401 CITY: BELA CYNWYD STATE: PA ZIP: 19004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL TECHNOLOGY SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000823560 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 592740462 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40483 FILM NUMBER: 02698137 BUSINESS ADDRESS: STREET 1: 12920 AUTOMOBILE BLVD CITY: CLEARWATER STATE: FL ZIP: 34622-4734 BUSINESS PHONE: 7275766311 MAIL ADDRESS: STREET 1: 12920 AUTOMOBILE BLVD CITY: CLEARWATER STATE: FL ZIP: 33762 SC 13D 1 dsc13d.txt SCH. 13D FOR EUREKA I, L.P. Page 1 of 14 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Medical Technology Systems, Inc. ----------------------------------- (Name of Issuer) Common Stock, $0.01 par value --------------------------------------------- (Title of Class of Securities) 58462R802 --------------------------- (CUSIP Number) Eureka I, L.P. 1 Belmont Avenue, Suite 401 Bala Cynwyd, PA 19004 Attention: Christine C. Jones (215) 575-2488 --------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) With copies to: Michael B. Jordan Berwind Corporation Drinker Biddle & Reath LLP 3000 Centre Square West One Logan Square 1500 Market Street 18th & Cherry Streets Philadelphia, PA 19102 Philadelphia, PA 19103 Attention: Pamela I. Lehrer, (215) 988-2700 Vice President and General Counsel (215) 575-2319 June 26, 2002 ------------------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] Pages 2 of 14 Pages CUSIP No. 58462R802 ----------------------------------------------------------------------------- Names of reporting persons. 1. IRS Identification Nos. of above persons (entities only). Eureka I, L.P. ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a)[_] (b)[_] ----------------------------------------------------------------------------- 3. SEC Use Only ----------------------------------------------------------------------------- 4. Source of Funds OO ----------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware ----------------------------------------------------------------------------- Number of 7. Sole Voting Power 1,413,974 Shares ----------------------------------------------------------------- Beneficially Owned by 8. Shared Voting Power 0 Each ----------------------------------------------------------------- Reporting Person With 9. Sole Dispositive Power 1,413,974 ----------------------------------------------------------------- 10. Shared Dispositive Power 0 ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,413,974 ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 24.5% ----------------------------------------------------------------------------- 14. Type of Reporting Person PN ----------------------------------------------------------------------------- Page 3 of 14 Pages Schedule 13D Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, $0.01 par value per share (the "Common Stock"), of Medical Technology Systems, Inc. a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 12920 Automobile Boulevard, Clearwater Florida 33762. Item 2. Identity and Background. This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Eureka I, L.P., a Delaware limited partnership ("Eureka"). Eureka is a private investment fund principally engaged in the business of making debt and equity investments in companies. The address of its principal business and executive offices is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004. Eureka is related to the following entities: . Eureka Management, L.P., a Delaware limited partnership, is the sole general partner in Eureka. . Berwind Capital Partners, LLC, a Delaware limited liability company, is the sole general partner in Eureka Management, L.P. . Berwind Property Group, Ltd., a Pennsylvania limited partnership, is the sole member of Berwind Capital Partners, LLC. . Berwind Property Group, Inc., a Pennsylvania corporation, is the sole general partner in Berwind Property Group, Ltd. . Berwind Corporation, a Pennsylvania corporation, owns all the stock of Berwind Property Group, Inc. . The Berwind Company LLC, a Delaware limited liability company, owns all the stock of Berwind Corporation. The address of Berwind Corporation is 3000 Centre Square West, 1500 Market Street, Philadelphia, PA 19102. The address of each of the other entities listed above is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004. The Berwind Company LLC is a limited liability company owned by five trusts, each of which was organized in Pennsylvania (collectively, the "Berwind Trusts"). The name and address of the business and principal office of each of the Berwind Trusts is set forth in Schedule A hereto. The principal business of each Berwind Trust is to hold investments for the benefit of its beneficiaries. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each director and executive officer of Berwind Corporation and Berwind Property Page 4 of 14 Pages Group, Inc. are set forth in Schedule A hereto. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each manager and executive officer of The Berwind Company LLC and of each trustee of the Berwind Trusts are set forth in Schedule A hereto. During the last five years, neither Eureka, nor, to the best knowledge of Eureka, any of the persons referred to in this Item 2, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On June 26, 2002, Eureka acquired directly from the Company 2,000 shares of Series A Convertible Participating Preferred Stock (the "Preferred Stock"), warrants to purchase 566,517 shares of Common Stock (the "Warrants") and $4,000,000 principal amount of senior subordinated notes of the Company, for a total aggregate consideration of approximately $6,000,000. Eureka obtained the funds for this investment from capital contributions by its partners. Item 4. Purpose of Transaction. Eureka acquired the securities described in Item 3 as an investment. Eureka expects to evaluate its investment in the Company regularly on the basis of various factors, including the Company's business, financial condition, prospects and the markets for the Company's securities. Based on such evaluation, Eureka may decide, depending on market conditions and other factors, to acquire additional securities of the Company or dispose of some or all of its investment in the open market or in privately negotiated transactions. Eureka has no current plans or proposals which would relate to or would result in any of the matters described in paragraphs (a)-(j) of Item 4 of Schedule 13D. The foregoing is qualified in its entirety by reference to the agreements and instruments relating to Eureka's investment in the Company, which are incorporated by reference as Exhibits 1 through 6. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Eureka beneficially owns 2,000 shares of Preferred Stock, which are convertible into a total of 847,457 shares of Common Stock, and Warrants to purchase 566,517 shares of Common Stock. Assuming conversion of Eureka's Preferred Stock and the exercise of its Warrants, Eureka beneficially owns 1,413,974 shares, or approximately 24.5%, of the Company's outstanding Common Stock. The percentage calculations are based on 4,361,690 shares of Common Stock being outstanding as of June 26, 2002 (according to information contained in the Company's Annual Report on Form 10-K filed July 1, 2002). (b) The number of shares of Common Stock with respect to which Eureka (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power, are listed in response to Items 7, 8, 9 and 10, respectively, on the cover page filed herewith, and such responses are incorporated by reference herein. Page 5 of 14 Pages (c) No party referred to above, and, to the knowledge of Eureka, none of the persons identified on Schedule A, has acquired or disposed of, or entered into any transaction with respect to, any shares of Common Stock during the past 60 days. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The agreements relating to Eureka's investment in the Company are attached as Exhibits 1 through 6 hereto and incorporated by reference herein. Set forth below is a summary of certain terms of the Purchase Agreement, Warrant Agreement, Certificate of Designation and Registration Rights Agreement, which is qualified in its entirety by reference to those documents. Terms of the Purchase Agreement Observer Rights. Eureka will have the right (until the Notes have been paid in full) to appoint one observer who will have the right to attend all meetings of the Board of Directors of the Company and all committees thereof; provided, however, that so long as the holders of the Preferred Stock or of the Warrants will have the right to appoint such an observer, all will appoint the same observer, the identity of which will be determined by Eureka until the Notes have been paid in full. Notwithstanding anything to the contrary, the Company will be entitled to exclude any such observer from any Board discussions (and withhold any related materials) materially affecting the relationship of the Company to Eureka, any Noteholder, or any holder of any Warrants or Preferred Stock. Terms of the Preferred Stock Dividends. Subject to terms of an intercreditor agreement, the holders of the outstanding shares of Preferred Stock will be entitled to receive cumulative quarterly dividends in arrears on the last day of each March, June, September and December, beginning September 30, 2002, at the rate per annum of $110.00 per share. The Company may elect to pay the dividends in cash or in additional shares of Preferred Stock. Conversion. Each share of Preferred Stock will be convertible into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product obtained by multiplying the number of shares of Preferred Stock to be converted by $1,000 by (ii) $2.36, as such amount may be adjusted from time to time, as contemplated by the Certificate of Designation. Liquidation Preferences. Upon a voluntary or involuntary liquidation or dissolution or winding up of the Company, before any distribution of assets may be made to the holders of junior securities, the holders of the Preferred Stock will be paid out of the assets of the Company legally available for distribution the greater of (i) $1,000 per share, plus all accrued and unpaid dividends or (ii) the amount the holder would have received had such holder converted such shares to Common Stock immediately prior to such liquidation. Voting Rights. The Preferred Stock will vote together with all other classes and series of stock as a single class on all actions to be taken by the stockholders of the Company, including but not limited to, actions amending the certificate of incorporation. Each share of Preferred Stock will entitle the holder to such number of votes per share on each such action as will equal the number of shares of Common Stock Page 6 of 14 Pages into which each share of Preferred Stock is then convertible. The Company may not take the following actions without the consent of at least a majority of the then outstanding shares of Preferred stock: (i) authorize or issue any new class or series of parity or senior securities; (ii) create or incur any indebtedness that is subordinated by its express terms to any other indebtedness of the Corporation and either is a convertible security or is issued with option or has an equity feature; (iii) effect any merger, combination, dissolution, liquidation or sale of all or substantially all of the Company's assets; (iv) amend its charter documents in any manner that would adversely affect the rights of the holders of the Preferred Stock; (v) declare or pay dividends on shares of the Company's capital stock other than as contemplated by the Certificate of Designation; (vi) redeem the Preferred Stock except as contemplated by the Certificate of Designation; and (vii) increase or decrease the size of the Board; permit more than two directors of the Board to be officers or employees of the Company or permit the Company not to have an audit committee or compensation committee. In addition, so long as the outstanding Preferred Stock represent at least one-half of the shares of Preferred Stock initially issued under the Purchase Agreement, holders of a majority of the outstanding Preferred Stock will have the right to appoint one observer to the Board which must be the same observer as the one chosen by the Warrant holders and Note holders. Preemptive Rights. Except as provided in the Certificate of Designation, holders of Preferred Stock shall have pre-emptive rights with respect to any issuance of securities by the Company. Terms of the Warrant Agreement Exercise Rights. The Common Stock underlying the Warrant may be purchased at a price per share equal to $0.01. The number of Warrants may be increased in order for Eureka to achieve certain investment thresholds described in the Warrant Agreement. In addition, the exercise price may be paid in cash or by means of a cashless exercise as contemplated in the Warrant Agreement. The exercise price and the number of shares issuable upon exercise of the Warrants will be subject to "antidilution" adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. In addition, so long as the outstanding Warrants represent at least one-half of the Warrants initially issued, the holder of a majority have a right to appoint one observer to the Board, which must be the same observer as the one chosen by the Preferred Stock and Note holders as described above. Exercise Period. The Warrants are exercisable at any time, or from time to time, from the date of the issuance, June 26, 2002 until June 26, 2012. Terms of the Registration Rights Agreement Registration Rights. Pursuant to the Registration Rights Agreement, the Company granted Eureka certain demand registration rights, piggy-back registration rights and Form S-3 registration rights as described more fully in the Registration Rights Agreements made in connection the Common Stock issuable upon conversion of the Preferred Stock or exercise of the Warrants. Terms of the Tag-along Agreements In the Tag-along Agreements, Todd E. Siegel and JADE Partners have agreed (subject to certain exceptions) that if they sell shares of Common Stock held by them, Eureka will also have the right to sell a proportionate amount of Common Stock that it may acquire on conversion of the Preferred Stock or exercise of the Warrants. To the best of Eureka's knowledge, except as described in this Schedule 13D, there are at present no other contracts, arrangements, understandings, or relationships among the persons named in Item 2 above, and between such persons and any person, with respect to the Stock of the Company. Page 7 of 14 Pages Item 7. Material Filed as Exhibits. Exhibit Description 1 Securities Purchase Agreement dated June 26, 2002 between Eureka I, L.P. (individually and as collateral agent) and Medical Technology Systems, Inc.* 2 Warrant Agreement dated June 26, 2002 between Eureka I, L.P. and Medical Technology Systems, Inc.* 3 Certificate of Designation of the Powers, Designation Preferences and Rights of the Series A Preferred Stock of Medical Technology Systems, Inc. * 4 Registration Rights Agreement dated June 26, 2002 by and between Eureka I, L.P. and Medical Technology Systems, Inc.* 5 Tag-along Agreement dated June 26, 2002 among Eureka I, L.P., Medical Technology Systems, Inc. and Todd E. Siegel.* 6 Tag-along Agreement dated June 26, 2002 among Eureka I, L.P., Medical Technology Systems, Inc. and JADE Partners.* * Incorporated by reference from Medical Technology Systems, Inc.'s Annual Report on Form 10-K filed July 1, 2002. Page 8 of 14 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 8, 2002 EUREKA I, L.P. By: EUREKA MANAGEMENT, L.P., its sole general partner By: BERWIND CAPITAL PARTNERS, LLC, its sole general partner By: /s/ Christine C. Jones ------------------------------ Christine C. Jones, President Page 9 of 14 Pages Schedule A Executive Officers and Directors of Berwind Corporation
Name Office Business Address Citizenship - ---- ------ ---------------- ----------- C. Graham Berwind, Jr. Chairman and director, Berwind 3000 Centre Square West USA Corporation 1500 Market Street Philadelphia, PA 19102 James L. Hamling President, CEO, COO and 3000 Centre Square West USA director, Berwind Corporation 1500 Market Street Philadelphia, PA 19102 Bruce J. McKenney Vice President, Financial 3000 Centre Square West USA Planning/Office of the Trustees 1500 Market Street and director, Berwind Corporation Philadelphia, PA 19102 Van Billet Vice President and CFO, Berwind 3000 Centre Square West USA Corporation 1500 Market Street Philadelphia, PA 19102 Vicky Randolph Ziff Vice President, Corporate 3000 Centre Square West USA Development and Treasury, 1500 Market Street Berwind Corporation Philadelphia, PA 19102 Pamela I. Lehrer Vice President and General 3000 Centre Square West USA Counsel, Berwind Corporation 1500 Market Street Philadelphia, PA 19102 Thomas B. Morris, Jr. Director, Berwind Corporation; 4000 Bell Atlantic Tower USA attorney, Dechert 1717 Arch Street Philadelphia, PA 19103
Berwind Corporation is engaged, through its divisions and subsidiaries, in the ownership and operation of industrial, natural resources, financial and real estate businesses. Its address is 3000 Centre Square West, 1500 Market Street, Philadelphia, PA 19102. Dechert is a law firm. Its address is 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103. Page 10 of 14 Pages Executive Officers and Directors of Berwind Property Group, Inc.
Name Office Business Address Citizenship - ---- ------ ---------------- ----------- Joanna Berwind Creamer Chairman and director, Berwind 3000 Centre Square West USA Property Group, Inc.; Trustee, 1500 Market Street Berwind Trusts Philadelphia, PA 19102 Daniel M. DiLella President and director, Berwind 1 Belmont Avenue, USA Property Group, Inc. Suite 401 Bala Cynwyd, PA 19004 Barry Howard Executive Vice President and 1 Belmont Avenue, USA director, Berwind Property Group, Suite 401 Inc. Bala Cynwyd, PA 19004 Arthur P. Pasquarella Executive Vice President and 1 Belmont Avenue, USA director, Berwind Property Group, Suite 401 Inc. Bala Cynwyd, PA 19004 Scott A. Williams Senior Vice President, Berwind 1 Belmont Avenue, USA Property Group, Inc. Suite 401 Bala Cynwyd, PA 19004 Robert K. Maloney Senior Vice President, Berwind 1 Belmont Avenue, USA Property Group, Inc. Suite 401 Bala Cynwyd, PA 19004 Charles J. Davidson Senior Vice President, Berwind 1 Belmont Avenue, USA Property Group, Inc. Suite 401 Bala Cynwyd, PA 19004 Loretta M. Kelly Vice President and General Counsel, 1 Belmont Avenue, USA Berwind Property Group, Inc. Suite 401 Bala Cynwyd, PA 19004 James M. Hamling Director, Berwind Property Group, 3000 Centre Square West USA Inc.; President, CEO and COO, 1500 Market Street Berwind Corporation Philadelphia, PA 19102 Van Billet Director, Berwind Property Group, 3000 Centre Square West USA Inc.; Vice President and CFO, 1500 Market Street Berwind Corporation Philadelphia, PA 19102 William J. Eckenrode Director, Berwind Property Group, 575 Grammercy Lane USA Inc.; retired Dowingtown, PA 19335
Page 11 of 14 Pages Thomas B. Morris, Jr. Director, Berwind Property Group, 4000 Bell Atlantic Tower USA Inc.; attorney, Dechert 1717 Arch Street Philadelphia, PA 19103 James A. Progin Director, Berwind Property Group, The Meadows - A-3 USA Inc.; retired 19 Meadow Lane Beaver Creek, CO 81620 P.O. Box 44 Avon CO 81620
Berwind Property Group, Inc. is engaged, through its divisions and subsidiaries, in the real estate business. Its address is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004. Page 12 of 14 Pages Executive Officers and Managers of The Berwind Company LLC
Name Office Business Address Citizenship - ---- ------ ---------------- ----------- C. Graham Berwind, Jr. Chairman and manager, The 3000 Centre Square West USA Berwind Company LLC; Chairman 1500 Market Street and director, Berwind Corporation Philadelphia, PA 19102 James L. Hamling President, CEO and manager, The 3000 Centre Square West USA Berwind Company LLC; President, 1500 Market Street CEO, COO and director, Berwind Philadelphia, PA 19102 Corporation Bruce J. McKenney Vice President, Financial 3000 Centre Square West USA Planning and manager, The 1500 Market Street Berwind Company LLC; Vice Philadelphia, PA 19102 President, Financial Planning/Office of the Trustees and director, Berwind Corporation Van Billet Vice President and CFO, The 3000 Centre Square West USA Berwind Company LLC; Vice 1500 Market Street President and CFO, Berwind Philadelphia, PA 19102 Corporation Vicky Randolph Ziff Vice President and Treasurer, 3000 Centre Square West USA The Berwind Company LLC; Vice 1500 Market Street President, Corporate Development Philadelphia, PA 19102 and Treasury, Berwind Corporation Pamela I. Lehrer Vice President and General 3000 Centre Square West USA Counsel, The Berwind Company 1500 Market Street LLC; Vice President and General Philadelphia, PA 19102 Counsel, Berwind Corporation Thomas B. Morris, Jr. Manager, The Berwind Company 4000 Bell Atlantic Tower USA LLC; attorney, Dechert 1717 Arch Street Philadelphia, PA 19103
The Berwind Company LLC is a private company principally engaged, through its subsidiaries, in the ownership and operation of industrial, natural resources, financial and real estate businesses. Its address is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004. Pages 13 of 14 Pages Berwind Trusts
Trust Name Address Trustees - ---------- ------- --------- C.G. Berwind, Jr., Thomas B Morris, Jr., Joanna 3000 Centre Square West C. Graham Berwind, Jr. Berwind Creamer and Jessica M. Berwind, 1500 Market Street Thomas B. Morris, Jr. Trustees u/d/t of Charles G. Berwind dated Philadelphia, PA 19102 Joanna Berwind Creamer 2/28/63 for: C.G. Berwind, Jr., et al. Jessica M. Berwind C. Graham Berwind, III, Joanna Berwind Creamer, 3000 Centre Square West C. Graham Berwind, III J.L. Hamling and Thomas B. Morris, Jr., 1500 Market Street Joanna Berwind Creamer Trustees u/d/t of C.G. Berwind, Jr. dated Philadelphia, PA 19102 James L. Hamling 12/31/72 for: C. Graham Berwind, III, et al. Thomas B. Morris, Jr. Jessica M. Berwind, Joanna Berwind Creamer, 3000 Centre Square West Jessica M. Berwind J.L. Hamling and Thomas B. Morris, Jr., 1500 Market Street Joanna Berwind Creamer Trustees u/d/t of C.G. Berwind, Jr. dated Philadelphia, PA 19102 James L. Hamling 12/31/72 for: Jessica M. Berwind, et al. Thomas B. Morris, Jr. James D. Berwind, Joanna Berwind Creamer, J.L. 3000 Centre Square West James D. Berwind Hamling and Thomas B. Morris, Jr., Trustees 1500 Market Street Joanna Berwind Creamer u/d/t of C.G. Berwind, Jr., dated 12/31/72 Philadelphia, PA 19102 James L. Hamling for: James D. Berwind, et al. Thomas B. Morris, Jr. Joanna Berwind Creamer, J.L. Hamling, and 3000 Centre Square West Joanna Berwind Creamer Thomas B. Morris, Jr., Trustees u/d/t of C.G. 1500 Market Street James L. Hamling Berwind, Jr., dated 12/31/72 for: Joanna Philadelphia, PA 19102 Thomas B. Morris, Jr. Berwind Creamer, et al.
Pages 14 of 14 Pages Information Regarding Trustees
Name Office Business Address Citizenship - ---- ------ ---------------- ------------ C. Graham Berwind, Jr. Chairman, Berwind Corporation 3000 Centre Square West USA 1500 Market Street Philadelphia, PA 19102 C. Graham Berwind, III Portfolio Manager, Berwind Hotel 3000 Centre Square West USA Group, Inc. 1500 Market Street Philadelphia, PA 19102 Joanna Berwind Creamer Chairman and director, Berwind 3000 Centre Square West USA Property Group, Inc. 1500 Market Street Philadelphia, PA 19102 Jessica M. Berwind Marketing Director, Berwind 3000 Centre Square West USA Corporation 1500 Market Street Philadelphia, PA 19102 James D. Berwind President, Atlantic Yard Co. 2450 Wilton Drive USA Wilton Manors, FL 33305 James L. Hamling President, CEO and COO, Berwind 3000 Centre Square West USA Corporation 1500 Market Street Philadelphia, PA 19102 Thomas B. Morris, Jr. Attorney, Dechert 4000 Bell Atlantic Tower USA 1717 Arch Street Philadelphia, PA 19103
Berwind Hotel Group is engaged, through its affiliated entities, in the business of acquiring and managing hotels. Berwind Hotel Group's address is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004. Atlantic Yard Co. is a retail provider of upscale garden supplies. Its address is 2450 Wilton Drive, Wilton Manors, FL 33305. -----END PRIVACY-ENHANCED MESSAGE-----