-----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, GqTIpigSlJNFhAk70Jh7qCBP0qPgFR6gBf4qPrgQlMYyQMAMPVu7BeY+l0q9D+sl IxvQu2s2345YB4d08TkGqg== 0000950142-96-000126.txt : 19960424 0000950142-96-000126.hdr.sgml : 19960424 ACCESSION NUMBER: 0000950142-96-000126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960423 SROS: NYSE GROUP MEMBERS: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL GROUP MEMBERS: BROWN BROTHERS HARRIMAN & CO. GROUP MEMBERS: LAWRENCE C. TUCKER GROUP MEMBERS: T. MICHAEL LONG GROUP MEMBERS: THE 1818 FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10179 FILM NUMBER: 96549614 BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL CENTRAL INDEX KEY: 0000904953 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-493-7292 MAIL ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) _______________________ EKCO GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 28263610 (CUSIP Number) _______________________ T. MICHAEL LONG BROWN BROTHERS HARRIMAN & CO. 59 WALL STREET NEW YORK, N.Y. 10005 TEL. NO.: (212) 493-8401 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ MARCH 25, 1996 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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 19 Pages SCHEDULE 13D CUSIP NO. 28263610 Page 2 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1818 Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 881,542 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 881,542 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,542 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 28263610 Page 3 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brown Brothers Harriman & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 881,542 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 881,542 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,542 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 28263610 Page 4 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T. Michael Long 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 881,542 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 881,542 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,542 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 28263610 Page 5 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lawrence C. Tucker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A) [ ] (B) [X] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 881,542 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 881,542 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,542 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON IN Page 6 of 19 Pages AMENDMENT NO. 1 TO SCHEDULE 13D Item 1. SECURITY AND ISSUER. This Amendment No. 1 amends and restates in its entirety the Schedule 13D dated December 30, 1992 (the "Original Statement") (the Original Statement, as amended and restated hereby, shall be known as the "Statement"), with respect to the common stock, par value $.01 per share (the "Common Stock"), and the 7.0% Subordinated Convertible Notes due November 30, 2002 (the "Notes"), of Ekco Group, Inc., a Delaware corporation (the "Company"), whose principal executive office is located at 98 Spit Brook Road, Nashua, New Hampshire 03062. Prior to their repurchase by the Company on March 25, 1996, the Notes were convertible into shares of Common Stock in accordance with their terms. Item 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). This Statement on Schedule 13D is being filed by The 1818 Fund, L.P., a Delaware limited partnership (the "Fund"), Brown Brothers Harriman & Co., a New York limited partnership and general partner of the Fund ("BBH & Co."), T. Michael Long ("Long") and Lawrence C. Tucker ("Tucker") (the Fund, BBH & Co., Long and Tucker are referred to collectively herein as the "Reporting Persons"). The Fund was formed to provide a vehicle for institutional and substantial corporate investors to acquire significant equity interests in medium-sized publicly owned United States corporations that could benefit from the presence of a large, management supportive shareholder with a relatively long-term investment goal. BBH & Co. is a private bank. Pursuant to a resolution adopted by the partners of BBH & Co., BBH & Co. has designated and appointed Long and Tucker, or either of them, the sole and exclusive partners of BBH & Co. having voting power (including the power to vote or to direct the voting) and investment power (including the power to dispose or to direct the disposition) Page 7 of 19 Pages with respect to the shares of Common Stock, the Notes and the shares of Common Stock into which the Notes were convertible. The address of the principal business and principal offices of the Fund and BBH & Co. is 59 Wall Street, New York, New York 10005. The business address of each of Long and Tucker is 59 Wall Street, New York, New York 10005. The present principal occupation or employment of each of Long and Tucker is as a general partner of BBH & Co. Long and Tucker are citizens of the United States of America. 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 the citizenship of each general partner of BBH & Co. is set forth on Schedule I hereto and is incorporated herein by reference. (d) and (e). During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified on Schedule I hereto, which is incorporated herein by reference, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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. Pursuant to the Securities Purchase Agreement (a copy of which was attached to the Original Statement as Exhibit 1), dated as of December 22, 1992 (the "Securities Purchase Agreement"), by and between the Company and the Fund, the Company issued, and Page 8 of 19 Pages the Fund acquired from the Company, 881,542 shares of Common Stock (the "Common Shares"), for a purchase price of $8,000,000, and $22,000,000 in aggregate principal amount of the Notes (the Notes, together with the Common Shares are sometimes collectively referred to herein as the "Securities"), for an aggregate purchase price (the "Purchase Price") of $30,000,000, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement. The Notes, prior to their repurchase by the Company on March 25, 1996, were convertible into an aggregate of 2,095,238 shares of Common Stock. The funds used by the Fund to pay the Purchase Price were obtained by the Fund from capital contributions made by its partners pursuant to pre- existing capital commitments. The Note (a copy of which was attached to the Original Statement as Exhibit 2) provided that the Company could, at its sole option and election, at any time and from time to time during the period beginning November 30, 1994 and ending November 29, 1996 (provided certain conditions described therein are satisfied), redeem all or a portion of the Notes, for the redemption price as provided in the Notes. The Notes, prior to their repurchase by the Company, were convertible, at any time and from time to time, in whole or in part, at the holder's option into a number of shares of Common Stock equal to the principal amount of the Note being converted divided by the "Conversion Price," initially set at $10.50, but subject to anti-dilution adjustments described in the Notes. Item 4. PURPOSE OF TRANSACTION. The Fund acquired the Securities for investment purposes. The Securities Purchase Agreement and the Registration Rights Agreement, dated as of December 22, 1992, between the Company and the Fund (the "Registration Rights Agreement") (a copy of the Registration Rights Agreement was attached to the Original Statement as Exhibit 3), Page 9 of 19 Pages contained, among other things, certain provisions that relate to (i) the acquisition of additional securities of the Company, (ii) the disposition of securities of the Company and (iii) a change in the present Board of Directors of the Company, including any plans or proposals to change the number of directors or to fill any existing vacancies on the Board and (iv) other actions that may impede the acquisition of control of the Company by any person. The Fund agreed in the Securities Purchase Agreement that: (a) so long as the Purchaser holds (A) shares of Common Stock acquired upon the conversion or exchange of the Notes, (B) Common Shares or (C) Notes convertible or exchangeable (after giving effect to any adjustments) into shares of Common Stock, that (in the case of clauses (A), (B) and (C)) in the aggregate represent five percent (5%) or more of the total number of shares of Voting Stock (as defined in the Securities Purchase Agreement) outstanding of the Company (assuming the full conversion of the Notes into Common Stock), and for a period of two (2) years thereafter, without the approval of the Board of Directors of the Company, (A) no partner of BBH & Co. will purchase any Voting Stock of the Company with respect to funds within such partner's discretion and (B) BBH & Co. will not purchase any Voting Stock of the Company for any of its managed accounts or other entities in which it acts as investment manager, unless instructed to do so; provided, however, that BBH & Co. shall be entitled to process any unsolicited orders to buy any Voting Stock of the Company and BBH & Co. shall be entitled to solicit orders to purchase or recommend that Persons purchase Voting Stock of the Company, other than solicitations of, or recommendations specifically made to, any Persons for whom it manages accounts or acts as investment manager; and (b) so long as the Purchaser holds (A) shares of Common Stock acquired upon conversion or exchange of the Notes, (B) Common Shares or (C) Notes convertible or exchangeable (after giving effect to any adjustments) into shares of Common Page 10 of 19 Pages Stock, that (in the case of clauses (A), (B) and (C)) in the aggregate represent five percent (5%) or more of the total number of shares of Voting Stock outstanding of the Company (assuming the full conversion of the Notes into Common Stock), and for a period of five (5) years thereafter, without the approval of the Board of Directors of the Company, neither the Purchaser nor BBH & Co. will (i) purchase (other than through the exercise of conversion rights or by way of stock splits, reclassifications or stock dividends or other distributions or offerings on a pro rata basis to all holders of securities of the Company or of any class of securities of the Company) for its own account any Voting Stock of the Company, (ii) initiate, propose or otherwise participate in a proxy solicitation in opposition to the Board of Directors or initiate or propose a tender offer opposed by the Board of Directors of the Company or (iii) act as a financial advisor to any group proposing any such proxy solicitation or tender offer. "Voting Stock" as defined in the Securities Purchase Agreement means, with respect to any corporation, any securities of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at such time securities of any other class or classes shall have or might have voting power by reason of the happening of any contingency). Upon the repurchase of the Notes by the Company, the Fund ceased to own Common Shares or Notes convertible or exchangeable into shares of Common Stock that in the aggregate represent five percent (5%) or more of the shares of Voting Stock outstanding of the Company. Subject to the above limitations, the Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions, subject to availability of Common Stock at prices deemed favorable, the Company's business or financial condition and to other factors and conditions the Reporting Persons deem appropriate. Alternatively, the Reporting Persons may sell all or a portion of Page 11 of 19 Pages their Common Shares in the open market or in privately negotiated transactions subject to the terms of the Securities Purchase Agreement and to the factors and conditions referred to above. The Securities Purchase Agreement does contain certain provisions that restrict the Fund's ability to sell Common Shares, including prohibiting a Securities sale if the Fund knows that the purchaser of such Securities is at the time of such sale, or would as a result of such sale, be a beneficial owner of in excess of five percent (5%) of the number of shares of Voting Stock of the Company outstanding (assuming the full conversion of all Notes into Common Stock) on the date of such proposed sale. Such provision, however, is inapplicable so long as the Purchaser continues to own less than five percent (5%) of the shares of Voting Stock outstanding of the Company. Commencing with the next annual meeting of stockholders of the Company to be held in 1993 (or upon the occurrence of any of the events listed in clause (i), (ii) or (iii) of the immediately following paragraph) and at each annual meeting of stockholders of the Company thereafter, so long as the Fund holds (A) shares of Voting Stock acquired upon the conversion or exchange of the Notes or purchased under the Securities Purchase Agreement or (B) Notes convertible or exchangeable (after giving effect to any adjustments) into shares of Voting Stock that (in the case of clauses (A) and (B)) in the aggregate represent five percent (5%) or more of the total number of shares of Voting Stock outstanding (assuming the full conversion of all Notes into Common Stock), the Fund shall be entitled to designate one director to the Company's Board of Directors for each of the Number of Purchaser's Designees. The Number of Purchaser's Designees shall be one; PROVIDED, HOWEVER, that upon (i) a Change of Control (as defined in Section 8.12 of the Securities Purchase Agreement), (ii) an Event of Default under Section 10.1(d) or (e) of the Notes, or (iii) a recapitalization of the Company in which the Purchaser's percentage ownership of Common Page 12 of 19 Pages Stock (assuming the full conversion, exercise and exchange of all warrants, options and convertible securities of the Company convertible, exercisable or exchangeable into Common Stock) after such recapitalization is greater than the Purchaser's percentage ownership of Common Stock (assuming the full conversion, exercise and exchange of all warrants, options and convertible securities of the Company convertible, exercisable or exchangeable into Common Stock) prior to such recapitalization, the Number of Purchaser's Designees shall be such number (but not less than one) obtained by multiplying the total number of directors of the Company times the ratio of (A) the number of shares of Voting Stock of the Company held by the Fund plus the number of shares of Voting Stock of the Company issuable upon conversion of the Notes held by the Fund to (B) the total number of shares of Voting Stock of the Company outstanding (assuming the full conversion of all Notes into Common Stock), and rounding upward from one-half or more and downward from less than one-half. The Company shall cause such designee(s) of the Fund, provided such designee(s) meet(s) the standards set forth in the Securities Purchase Agreement, to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such designee(s), including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person(s). Upon the repurchase of the Notes by the Company, the Fund ceased to own five percent (5%) of the shares of Voting Stock outstanding. The right of the Fund to cause the Company to redeem the Notes upon a Change of Control (as defined in the Securities Purchase Agreement) terminated on November 30, 1994. The right of the Fund to designate one member of the Company's Board of Directors shall cease and the Company's Board of Directors shall terminate at the Company's 1996 annual meeting of stockholders if as of such date the Fund holds less than 5% of the Page 13 of 19 Pages Voting Stock outstanding of the Company. As of the date hereof, the Fund owns less than 5% of the Voting Stock outstanding of the Company. Other than as described in the Securities Purchase Agreement, the Securities or the Registration Rights Agreement, no Reporting Person has any present 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 or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (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 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 materials change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions that 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) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) through (c). As set forth above, on December 22, 1992, the Company issued to the Fund, and the Fund acquired from the Company, (i) 881,542 shares of Common Stock and (ii) the Notes in an aggregate principal amount of $22,000,000, which were Page 14 of 19 Pages convertible into 2,095,238 shares of Common Stock. As of such date, giving effect to the conversion of all Notes, the Fund beneficially owned 2,976,780 shares of Common Stock, representing approximately 15.5%. On March 25, 1996, the Company repurchased all the outstanding Notes. Therefore, as of March 25, 1996, based upon the number of shares outstanding as of such date as reported in the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1995, the Fund no longer beneficially owns in excess of five percent of the Common Stock. By virtue of BBH & Co.'s relationship with the Fund, BBH & Co. may be deemed to have beneficially owned, as of December 22, 1992, 2,976,780 shares of Common Stock (consisting of 2,095,238 shares of Common Stock issuable upon the conversion of the Notes and 881,542 shares of Common Stock), which represented approximately 15.5% of the outstanding shares of Common Stock as of December 22, 1992 (based on the number of shares of Common Stock outstanding as represented by the Company in the Securities Purchase Agreement). By virtue of the resolution adopted by BBH & Co. designating Long and Tucker, or either of them, as the sole and exclusive partners of BBH & Co. having voting power (including the power to vote or to direct the voting) and investment power (including the power to dispose or to direct the disposition) with respect to the Common Stock, Notes and the shares of Common Stock issuable upon conversion of the Notes, each of Long and Tucker may be deemed to have beneficially owned as of December 22, 1992 2,976,780 shares of Common Stock (consisting of 2,095,238 shares of Common Stock issuable upon the conversion of the Notes and 881,542 shares of Common Stock), which represented approximately 15.5% of the outstanding shares of Common Stock as of December 22, 1992 (based on the number of shares of Common Stock outstanding as represented by the Company in the Securities Purchase Agreement). Page 15 of 19 Pages As of March 25, 1996, based upon the number of shares outstanding as of such date as reported in the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1995, neither BBH & Co., Long nor Tucker beneficially owns in excess of five percent of the Common Stock. Except as set forth above, as of the time of the filing of the Original Statement, no Reporting Person nor, to the best knowledge of each Reporting Person, any person identified on Schedule I, beneficially owned any shares of Common Stock or had effected any transaction in shares of Common Stock during the preceding 60 days. (d). To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned thereby. (e). Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Company has entered into the Registration Rights Agreement with the Fund giving the Fund, among other things, the right to require the Company to register for sale to the public the Common Shares. Prior to the redemption of the Notes by the Company, the Registration Rights Agreement also gave the Fund the right to require the Company to register for sale to the public any shares of Common Stock acquired by the Fund upon conversion of the Notes and, after November 30, 1996, the Notes. Except as described elsewhere in this Statement and as set forth in the Securities Purchase Agreement (including the exhibits thereto) and the Registration Rights Agreement, to the best knowledge of the Reporting Persons, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named Page 16 of 19 Pages in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS. *1. Securities Purchase Agreement, dated as of December 22, 1992, by and between the Company and the Fund. *2. 7.0% Subordinated Convertible Note Due November 30, 2002 in the aggregate principal amount of $22,000,000 as issued to the Fund on December 22, 1992. *3. Registration Rights Agreement, dated as of December 22, 1992, between the Company and the Fund. *4. Joint Filing Agreement of the Fund, BBH & Co., Long and Tucker. - ------------------- * Filed with the Original Statement. Page 17 of 19 Pages SIGNATURES After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 23, 1996 THE 1818 FUND, L.P. By: Brown Brothers Harriman & Co., General Partner By: /S/ LAWRENCE C. TUCKER ------------------------------- Name: Lawrence C. Tucker Title: Partner BROWN BROTHERS HARRIMAN & CO. By: /S/ T. MICHAEL LONG ------------------------------- Name: T. Michael Long Title: Partner /S/ T. MICHAEL LONG ------------------------------- T. Michael Long /S/ LAWRENCE C. TUCKER ------------------------------- Lawrence C. Tucker Page 18 of 19 Pages SCHEDULE I Set forth below are the names and positions of all of the general partners of BBH & Co. The principal occupation or employment of each person listed below is private banker, and, unless otherwise indicated, the business address of each person is 59 Wall Street, New York, New York 10005. Unless otherwise indicated, each person listed below is a citizen of the United States of America. BUSINESS ADDRESS (IF OTHER THAN AS NAME INDICATED ABOVE) - -------------------- --------------------------- Peter B. Bartlett Brian A. Berris Walter H. Brown Douglas A. Donahue, Jr. 40 Water Street Boston, Massachusetts 02109 Anthony T. Enders Alexander T. Ercklentz Terrence M. Farley Elbridge T. Gerry, Jr. Kyosuko Kashimoto 8-14 Nihonbashi 30-Chome Chuo-ku (citizen of Japan) Tokyo 103, Japan Noah T. Herndon Landon Hilliard Radford W. Klotz, Jr. Michael Kraynak, Jr. T. Michael Long Page 19 of 19 Pages Hampton S. Lynch, Jr. Michael W. McConnell William H. Moore III Donald B. Murphy John A. Nielsen Eugene C. Rainis A. Heaton Robertson 40 Water Street Boston, Massachusetts 02109 Jeffrey A. Schoenfeld Stokley P. Towles 40 Water Street Boston, Massachusetts 02109 Lawrence C. Tucker Maarten van Hengel Douglas C. Walker 1531 Walnut Street Philadelphia, Pennsylvania 19102 Laurence F. Whittemore Richard H. Witmer, Jr. -----END PRIVACY-ENHANCED MESSAGE-----