-----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, BtDTnwMnTnJrmGKCixlvSXp753wHI+owV46mwEVhyNQxfFAphKy14fCo1Fd8GFBF sA5aIJXZo7/G4gmQBb9s0A== 0000895345-96-000243.txt : 19960919 0000895345-96-000243.hdr.sgml : 19960919 ACCESSION NUMBER: 0000895345-96-000243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960918 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 251518276 STATE OF INCORPORATION: DE FISCAL YEAR END: 0325 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44467 FILM NUMBER: 96631754 BUSINESS ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470-0966 BUSINESS PHONE: 2018906000 MAIL ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSOR TO GRAND UNION CO/VA/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TREFOIL INVESTORS II INC CENTRAL INDEX KEY: 0001020748 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954499689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: P O BOX 7774 CITY: BURBANK STATE: CA ZIP: 91510-7774 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AMENDMENT NO. 1 The Grand Union Company - ------------------------------------------------------------------------ (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) (Upon Conversion of Class A Convertible Preferred Stock) - ------------------------------------------------------------------------ (Title of Class of Securities) 386532303 - ------------------------------------------------------------------------ (CUSIP Number) David K. Robbins, Esq. Michael Pastore, Esq. Fried, Frank, Harris, Shriver General Electric Investment & Jacobson Corporation 725 S. Figueroa Street, Suite 3890 3003 Summer Street Los Angeles, CA 90017 Stamford, Connecticut 06904 (213) 689-5800 (203) 326-2312 - ---------------------------------- ----------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 17, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 336532303 Page 2 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TREFOIL CAPITAL INVESTORS II, L.P. EIN: 95-4499689 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 6,896,551.724 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 6,896,551.724 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 Page 3 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TREFOIL INVESTORS II, INC. EIN: 95-4498559 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 6,896,551.724 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,896,551.724 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 4 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIGMA HEDGE PARTNERS, G.P. EIN: 06-1420583 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,896,551.724 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 Page 5 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DELTA PT INVESTORS CORPORATION EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,896,551.724 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 6 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EPSILON EQUITIES, INC. EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 7 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRUSTEES OF GENERAL ELECTRIC PENSION TRUST EIN: 14-6015763 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,896,551.724 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* EP SCHEDULE 13D CUSIP No. 386532303 Page 8 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP EIN: 06-1429671 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 6,896,551.724 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 6,896,551.724 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 386532303 Page 9 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE INVESTMENT MANAGEMENT INCORPORATED EIN: 06-1238874 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER 6,896,551.724 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER 6,896,551.724 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,793,103.448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.97% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 386532303 Page 10 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY EIN: 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF SHARES 7 SOLE VOTING POWER DISCLAIMED (SEE 11 BELOW) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER DISCLAIMED (SEE 11 BELOW) PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NOT APPLICABLE 14 TYPE OF REPORTING PERSON* CO ITEM 1. SECURITY AND ISSUER. ------------------- Item 1 of the Schedule 13D is hereby amended and supplemented to add the following: This Amendment No. 1 ("Amendment No. 1") is filed on behalf of Trefoil Capital Investors II, L.P., a Delaware limited partnership ("Trefoil"), Trefoil Investors II, Inc., a Delaware corporation ("Trefoil III"), Sigma Hedge Partners, G.P., a Delaware partnership ("Sigma"), Delta PT Investors Corporation, a Delaware corporation ("Delta"), Epsilon Equities, Inc., a Delaware corporation ("Epsilon"), the Trustees of General Electric Pension Trust, a New York common law trust ("GEPT"), GE Investments Private Placement Partners II, A Limited Partnership, a Delaware limited partnership ("GEI" and collectively with Trefoil, the "Purchasers"), GE Investment Management Incorporated, a Delaware corporation ("GEIM") and General Electric Company, a New York corporation (collectively, the "Filing Persons"), in respect of the Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on August 12, 1996 (the "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock") of The Grand Union Company (the "Company"), which is issuable upon conversion of the shares of the Company's Class A Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock") to be purchased by Trefoil and GEI pursuant to, and subject to the conditions of, the Stock Purchase Agreement, dated as of July 30, 1996, by and among the Company, Trefoil and GEI (the "Stock Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND ----------------------- Items 2(a)-(c) and 2(f) of the Schedule 13D are hereby amended and supplemented to add the following: In connection with the Principal Closing, the Company has increased the size of its Board of Directors to nine members, of whom four were selected by the Purchasers. In addition, the Purchasers have selected Roger Stangeland, the Company's Chairman prior to the Principal Closing, as their fifth designee. The name, business address, and principal occupation or employment of each of the Purchasers' designees are set forth below. Each of the persons named below is a citizen of the United States. NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT - ------------------------- ---------------------------------- Geoffrey T. Moore Managing Director of Shamrock Capital Shamrock Group Advisors, Inc. ("SCA") and Vice 4444 Lakeside Drive President of Shamrock Holdings, Inc. Burbank, CA 91505 Clifford A. Miller Senior Consultant to Shamrock Shamrock Group Holdings, Inc. 4444 Lakeside Drive Burbank, CA 91505 James Costello Retired; formerly Comptroller and c/o GE Investment Chief Accounting Officer of the Management Incorporated General Electric Company. 3003 Summer Street Stamford, CT 06905 Richard Stonesifer Retired; formerly Senior Vice c/o GE Investment President of the General Electric Management Incorporated Company and Chief Executive Officer of 3003 Summer Street GE Appliances. Stamford, CT 06905 Item 2(d)-(e) of the Schedule 13D is hereby amended and supplemented to add the following: (d)-(e) During the past five years, to the best knowledge of Trefoil as to Messrs. Moore and Miller, and to the best knowledge of GEI, as to Messrs. Costello and Stonesifer, none of the persons named above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which 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 -------------------------------------- Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: On September 17, 1996, the Company, Trefoil and GEI consummated the Principal Closing pursuant to the Stock Purchase Agreement, thereby purchasing an aggregate of 800,000 shares of the Preferred Stock for $40,000,000. The funds used to purchase the shares of Preferred Stock were obtained in the manner set forth in the Schedule 13D. In connection with the Principal Closing, the Company paid the aggregate $4,000,000 transaction fee to SCA and GEIM, as described in the Schedule 13D. In addition, the Company paid to SCA the first semi-annual installment of the services fee pursuant to the Management Services Agreement in the amount of $150,000. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On September 17, 1996, the Company, Trefoil and GEI consummated the Principal Closing pursuant to the Stock Purchase Agreement, thereby purchasing an aggregate of 800,000 shares of the Preferred Stock for $40,000,000. In connection with the Principal Closing, the Company has increased the size of its Board of Directors to nine members, of whom four were selected by the Purchasers. In addition, Roger Stangeland, the Company's Chairman prior to the Principal Closing, has agreed to continue to serve on the Board as the Purchasers' fifth designee. Subject to the foregoing and to the response to Item 5 herein, the Purchasers have no plans or proposals which relate to or would result in any such transaction, event or action as is enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Exchange Act. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. ------------------------------------- Item 5(a) of the Schedule 13D is hereby amended to read in its entirety as follows: (a) For purposes of Rule 13d-3 under the Exchange Act, by virtue of the Stock Purchase Agreement, each of Trefoil and GEI may be deemed to be the beneficial owner of an aggregate of 13,793,103.448 shares of Common Stock into which the aggregate 2,000,000 Shares to be purchased by them pursuant to the Stock Purchase Agreement are convertible. Each of Trefoil and GEI has agreed pursuant to the Stock Purchase Agreement to purchase 1,000,000 Shares, convertible into 6,896,551.724 shares of Common Stock. Such 13,793,103.448 shares of Common Stock, if outstanding, would constitute approximately 57.97%(FN1) of the total number of shares of Common Stock outstanding. (FN1) Based on 10,000,000 shares of Common Stock outstanding as of July 30, 1996, as represented by the Company in the Stock Purchase Agreement, and a conversion price of $7.25 per share of Common Stock, determined as of the date of the Principal Closing in accordance with the terms of the Certificate of Designation. 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. Dated: September 18, 1996 TREFOIL CAPITAL INVESTORS II, L.P. By: Trefoil Investors II, Inc., a general partner By: ----------------------------- Name: Robert G. Moskowitz Title: Vice President TREFOIL INVESTORS II, INC. By: ----------------------------- Name: Robert G. Moskowitz Title: Vice President 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. Dated: September 18, 1996 GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Investment Management Incorporated, as general partner By: ----------------------------- Name: Michael M. Pastore Title: Vice President GE INVESTMENT MANAGEMENT INCORPORATED By: ----------------------------- Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC COMPANY By: ----------------------------- Name: Dale F. Frey Title: Vice President SIGMA HEDGE PARTNERS, G.P. By: Delta PT Investors Corporation, a general partner By: ----------------------------- Name: Michael M. Pastore Title: Vice President DELTA PT INVESTORS CORPORATION By: ----------------------------- Name: Michael M. Pastore Title: Vice President EPSILON EQUITIES, INC. By: ----------------------------- Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC PENSION TRUST By: ----------------------------- Name: Alan M. Lewis Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----