-----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, J5VM3k/t6ZmCLoRf6D57hQ75b4ETnXaCGmWukkpSeCaezEv5828z0BkHZXs0HUBa e/Nk6Z+Skwfk8MZ8C4u6QA== 0000950112-96-003284.txt : 19960916 0000950112-96-003284.hdr.sgml : 19960916 ACCESSION NUMBER: 0000950112-96-003284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960913 SROS: NASD GROUP MEMBERS: DOMINION CAPITAL, INC. GROUP MEMBERS: DOMINION RESOURCES INC /VA/ GROUP MEMBERS: RONALD W. CANTWELL GROUP MEMBERS: TRILON DOMINION PARTNERS, L.L.C. GROUP MEMBERS: VC HOLDINGS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTILX CORP CENTRAL INDEX KEY: 0000821361 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 911171716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39772 FILM NUMBER: 96630252 BUSINESS ADDRESS: STREET 1: 22404 66TH AVE S CITY: KENT STATE: WA ZIP: 98064-9709 BUSINESS PHONE: 2063950200 FORMER COMPANY: FORMER CONFORMED NAME: FLOWMOLE CORP DATE OF NAME CHANGE: 19910609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 901 E BYRD ST, WEST TOWER STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 SC 13D/A 1 UTILIX CORPORATION SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4) UTILX CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title OF Class of Securities) 918031105 - -------------------------------------------------------------------------------- (CUSIP Number) VC HOLDINGS, INC. 250 Park Avenue New York, New York 10017 (212) 867-3800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of person authorized to receive notices and communications) August 26, 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.|_| SCHEDULE 13D CUSIP NO. 918031105 Page 2 of 20 Pages 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON TRILON DOMINION PARTNERS, L.L.C. 13-3838873 ------------ ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |X| ------------------------------------------------------------------------- 3. ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* ------------------------------------------------------------------------- 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 ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER - 0 - SHARES ------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 311,565 OWNED BY ---------------------------------- EACH 9. SOLE DISPOSITIVE POWER - 0 - REPORTING -------------------------------- PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565 ----------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 311,565 ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 918031105 Page 3 of 20 Pages 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON VC HOLDINGS, INC. 13-3838864 ------------ ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |X| ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* ------------------------------------------------------------------------- 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 ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER - 0 - SHARES ------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 311,565 OWNED BY ----------------------------------- EACH 9. SOLE DISPOSITIVE POWER - 0 - REPORTING -------------------------------- PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565 ------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 311,565 ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC ------------------------------------------------------------------------- - ----------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 918031105 Page 4 of 20 Pages 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON RONALD W. CANTWELL ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |X| ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* ------------------------------------------------------------------------- 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 Citizen ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER - 0 - SHARES -------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 311,565 OWNED BY ---------------------------------- EACH 9. SOLE DISPOSITIVE POWER - 0 - REPORTING -------------------------------- PERSON WITH 10. SHARES DISPOSITIVE POWER 311,565 ----------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 311,565 ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------- - ----------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 918031105 Page 5 of 20 Pages 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON DOMINION CAPITAL, INC. 54-1348068 ------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |X| ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Virginia ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER - 0 - SHARES -------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER - 0 - OWNED BY ---------------------------------- EACH 9. SOLE DISPOSITIVE POWER - 0 - REPORTING -------------------------------- PERSON WITH 10. SHARES DISPOSITIVE POWER - 0 - ------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| See Item 5 ------------------------------------------------------------------------- 13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 0% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------- - ----------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 918031105 Page 6 of 20 Pages 1. NAME OF REPORTING PERSON S.S. OR ISR IDENTIFICATION NO. OF ABOVE PERSON DOMINION RESOURCES, INC. 54-1229715 ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |X| ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Virginia ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER - 0 - SHARES ------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER - 0 - OWNED BY ----------------------------------- EACH 9. SOLE DISPOSITIVE POWER - 0 - REPORTING -------------------------------- PERSON WITH 10. SHARES DISPOSITIVE POWER - 0 - ------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| See Item 5 ------------------------------------------------------------------------- 13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 0% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC ------------------------------------------------------------------------- - ----------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 20 Pages AMENDMENT NO. 4 TO SCHEDULE 13D Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended (the "Act"), this is the first electronic amendment to a paper format Schedule 13D originally filed by Dominion Resources, Inc., a Virginia corporation ("Resources"), and Dominion Capital, Inc., a Virginia corporation ("Capital"), dated June 7, 1993 (the "Original Statement"), as amended and supplemented by Amendment No. 1, dated November 8, 1993 ("Amendment No. 1"), Amendment No. 2, dated March 2, 1995 ("Amendment No. 2") and Amendment No. 3, dated July 31, 1995 ("Amendment No. 3") and accordingly amends and restates the text of the Original Statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3. However, pursuant to Rule 13d-2(c) this amended and restated Schedule 13D does not set forth the previously filed paper exhibits. This statement (the "Statement") is being filed by Trilon Dominion Partners, L.L.C., a Delaware limited liability company, formerly known as Venture Capital Equities, L.L.C. (the "LLC") pursuant to Rule 13d-2(a) under the Act as a result of the sale by the LLC of part of its position in the Common Stock (as defined below) of the Issuer (as defined below) as more fully described below. ITEM 1. SECURITY AND ISSUER The LLC hereby amends, supplements and restates the statement on Schedule 13D relating to the Common Stock (the "Common Stock") of UTILX Corporation, a Delaware corporation (the "Issuer"), as originally filed by Resources and Capital. Unless otherwise indicated. each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by the LLC, VC Holdings, Inc., a Delaware corporation ("VC Holdings"), Ronald W. Cantwell ("Mr. Cantwell"), Capital and Resources. Page 8 of 20 Pages The LLC is a Delaware limited liability company. Its principal business address and the address of its principal office is 250 Park Avenue, New York New York 10017. The LLC was formed for the purpose of acquiring a diversified portfolio of venture capital investments. The sole Manager of the LLC is VC Holdings, which wholly owns 100% of the voting Class A membership in the LLC. The only other member of the LLC is Capital, which holds a non-voting Class B membership interest in the LLC. VC Holdings is a Delaware corporation, its principal business address and the address of its principal office is 250 Park Avenue, New York, New York 10017. VC Holdings is the sole Manager and the holder of 100% of the voting interests of the LLC and was formed for the purpose of acting in such capacity. Mr. Cantwell is the sole shareholder of VC Holdings. Mr. Cantwell is a citizen of the United States. His principal business address and the address of his principal office is 250 Park Avenue, New York, New York 10017. Mr. Cantwell is the President of VC Holdings. Capital is a Virginia corporation. Its principal business address and the address of its principal office is 901 East Byrd Street, Richmond, Virginia 23219. Capital was formed in 1985 to provide investment management services and specialized finance advice to Resources and its other non-regulated subsidiaries. Capital owns a non-voting Class B membership interest in the LLC. Capital is a wholly-owned subsidiary of Resources. Resources is a Virginia corporation. Its principal business address and the address of its principal office is 901 East Byrd Street, Richmond, Virginia 23219. Resources is a holding company. Its subsidiaries are principally involved in the electric power business and are also active in the real estate and investment management businesses. The directors and executive officers of VC Holdings, Capital and Resources are set forth on Schedules I, II, and III, respectively attached hereto. Schedules I, II and III set forth the following, information with respect to each such person. (i) name; (ii) business address (or residence address where indicated); (iii) present principal occupation or employment and the name, principal business and address of any corporation Page 9 of 20 Pages or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, none of the LLC, VC Holdings, Mr. Cantwell, Capital, Resources or any person named in Schedules I, II or III attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting 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. In numerous open market transactions from 1988 through June 7, 1993, Capital acquired 793,134 shares of Common Stock from time to time for an aggregate cash consideration of $3,466,198.40. Working capital of Capital was used to purchase such Common Stock. In the same period, Capital sold 125,000 shares of Common Stock for an aggregate consideration of $1,209,996.90. On October 31, 1993, through conversions of 100,571 shares of Series B Convertible Preferred Stock and 11,353 shares of Series C Convertible Preferred Stock into Common Stock, Capital acquired an additional 373,831 shares of Common Stock. Capital acquired the Series B Convertible Preferred Stock on March 25, 1988, for an aggregate cash consideration of $1,137,374.29, and Capital acquired the Series C Convertible Preferred Stock on May 18, 1988, for an aggregate cash consideration of $496,064.00. Working capital of Capital was used to purchase both series of Preferred Stock. In numerous open market transactions from July 21, 1993 through January 31, 1995, Capital sold 576,350 shares of Common Stock for an aggregate cash consideration of $3,458,189.75. On June 30, 1995, Capital contributed all of its shares of Common Stock (as part of a specified investment portfolio) to the LLC in exchange for a non-voting Class B Membership interest in the LLC. See Items 5 and 6 below. In several open market transactions from July 31, 1996 through August 29, 1996 the LLC sold 115,000 shares of Common Stock for an aggregate cash consideration of $425,400.00. Page 10 of 20 Pages ITEM 4. PURPOSE OF TRANSACTION. The shares referred to in Item 5 below were acquired by the LLC for investment purposes. At any time the LLC may determine to dispose of some or all of its holdings of Common Stock of the Issuer. Any decision by the LLC to dispose of some or all of its holdings of Common Stock of the Issuer will depend, however, on numerous factors, including, without limitation, the price of shares of Common Stock of the Issuer, the terms and conditions relating to their sale, the prospects and profitability of the Issuer, other business and investment alternatives of the LLC and general economic and market conditions. The LLC has no present intention to influence or direct the Issuer's affairs, modify its corporate structure or interfere with the business decisions of its management. Except as set forth above, none of the Reporting Persons nor, to the best knowledge of such persons, any executive officer or director or any of the Reporting Persons has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, 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 in dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer 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 Issuer to become 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. The Reporting Persons may formulate plans or proposals with respect to one or more of the foregoing in the future. Page 11 of 20 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Currently, the LLC is the registered and direct beneficial owner of 311,565 shares of Common Stock of the Issuer, representing as of June 30, 1996 approximately 4.34% of the outstanding shares of Common Stock of the Issuer. At the time of the Original Statement, Capital directly owned 668,134 shares of Common Stock, constituting approximately 9.97% of the outstanding shares of Common Stock of the Issuer. At the time of Amendment No. 1, Capital directly owned 465,615 shares of Common Stock, constituting approximately 6.95% of the outstanding shares of Common Stock of the Issuer. At the time of Amendment No. 2, Capital directly owned 426,565 shares of Common Stock, constituting approximately 5.897% of the outstanding shares of Common Stock of the Issuer. At the time of Amendment No. 3, Capital directly owned and transferred to the LLC 426,565 shares of Common Stock, constituting approximately 5.937% of the outstanding shares of Common Stock of the Issuer. (b) The LLC has voting and dispositive power with respect to the 311,565 shares of Common Stock by virtue of its direct ownership of such shares. VC Holdings may be considered to be an indirect beneficial owner of such shares of Common Stock and to have shared voting and dispositive power with respect to such shares by virtue of its ownership of 100% of the voting interest of the LLC and its status as sole Manager of the LLC. Mr. Cantwell may be considered to be an indirect beneficial owner of such shares of Common Stock and to have shared voting and dispositive power with respect to such shares by virtue of his ownership of all of the voting stock of VC Holdings. Capital may be considered to be an indirect beneficial owner of such shares of Common Stock and to have shared voting and dispositive power with respect to such shares by virtue of its ownership interest in the LLC, which ownership interest entitles Capital to veto (except in certain limited circumstances) any sale of such shares of Common Stock by the LLC for a purchase price below the agreed fair market value of such shares at the time of their contribution to the LLC. Capital disclaims, however, any indirect beneficial ownership interest in the shares of Common Stock owned directly by the LLC. Resources may be considered to be an indirect beneficial owner of such shares of Common Stock and to have Page 12 of 20 Pages shared voting and dispositive power with respect to such shares by virtue of its ownership of all of the voting stock of Capital. Resources disclaims, however, any indirect beneficial ownership interest in the shares of Common Stock owned directly by the LLC. Except as described herein, none of VC Holdinqs, Mr. Cantwell, Capital, Resources or any other person referred to in Schedules I, II or III attached hereto may be considered direct beneficial owners of shares of Common Stock. None of the LLC, VC Holdings, Mr. Cantwell, Capital, Resources or any other person referred to in Schedu1es I, II or III has acquired or disposed of any shares of Common Stock during the past sixty days. (c) On July 31, 1996, in open market transactions, the LLC sold 5,000 shares of Common Stock at a price of $3.50 per share, for an aggregate cash consideration of $17,500. On August 16, 1996, in open market transactions, the LLC sold 25,000 shares of Common Stock at a price of $3.50 per share, for an aggregate cash consideration of $87,500. On August 19, 1996, in open market transactions, the LLC sold 20,000 shares of Common Stock at a price of $3.50 per share, for an aggregate cash consideration of $70,000. On August 26, 1996, in open market transactions, the LLC sold 25,000 shares of Common Stock at a price of $3.88 per share for an aggregate cash consideration of $97,000. On August 29, 1996, in open market transactions, the LLC sold 40,000 shares of Common Stock at a price of $3.835 per share for an aggregate cash consideration of $153,400. (d) Not applicable (e) August 26, 1996 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. VC Holdings is the owner of a voting Class A membership interest in the LLC, representing 100% of the voting interests of the LLC. VC Holdings is also the sole Manager of the LLC. Capital is the only other member of the LLC and is the owner of a non-voting Class B membership interest. Pursuant to the Operating Agreement for the LLC, formerly known as Venture Capital Equities, L.L.C., dated as of June 30, 1995, between VC Holdings and Capital (the "Operating Agreement"), a copy of which was filed as Exhibit A to Amendment No. 3, VC Holdings has the full, exclusive and complete power and authority to make all Page 13 of 20 Pages decisions regarding the management and sale of the LLC's investment portfolio (including the shares of Common Stock of the Issuer), except that the consent of Capital is required (except in certain limited circumstances) for the sale of any investment (including the shares of Common Stock) by the LLC for a purchase price below the agreed fair market value of such investment at the time of its contribution to the LLC. Pursuant to the Operating Agreement, net cash flow from the LLC (after provision for the LLC's operating expenses, including the payment of an annual management fee to VC Holdings) shall be distributed in the following order of priority: first, to Capital and VC Holdings in proportion to their respective unrecovered capital contributions; second, to Capital until it has received a preferred return on its unrecovered capital contributions equal to 3% in year one, 5% in year two and 8% thereafter; and the balance, 50% to Capital and 50% to VC Holdings. The foregoing summary of certain provisions of the Operating Agreement is not intended to be complete and is qualified in its entirety by the complete text of such document which is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons and (to the best of the Reporting Persons' knowledge) none of the persons named in Schedules I, II or III hereto has any contracts, arrangements, understandings or relationships (lega1 or otherwise) with any person with respect to, any securities of the Issuer, including but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Operating Agreement for the LLC, formerly known as Venture Capital Equities, L.L.C., dated as of June 30, 1995 filed as an Exhibit to Amendment No. 3. Page 14 of 20 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. September 10, 1996 TRILON DOMINION PARTNERS, L.L.C. By: VC HOLDINGS, Inc., its Manager By: /s/ Ronald W. Cantwell ------------------------------------ Name: Ronald W. Cantwell Title: President VC HOLDINGS, INC. By: /s/ Ronald W. Cantwell ------------------------------------ Name: Ronald W. Cantwell Title: President /s/ Ronald W. Cantwell ---------------------------------------- Ronald W. Cantwell DOMINION CAPITAL, INC. By: /s/ Daniel A. Hillsman, Jr. ------------------------------------ Name: Daniel A. Hillsman, Jr. Title: Vice President DOMINION RESOURCES, INC. By: /s/ Linwood R. Robertson ------------------------------------ Name: Linwood R. Robertson Title: Senior Vice President Page 15 of 20 Pages SCHEDULE I The name and present principal occupation of each of the executive officers and directors of VC Holdings are set forth below. Unless otherwise noted, each of these persons are United States citizens and have as their business address at 250 Park Avenue, New York, New York 10017. Principal Position with Occupation Name VC Holdings and Address ---- ---------- ----------- Ronald W. Cantwell President and Same Director Jack R. Sauer Vice President, Same Chief Financial Officer, Assistant Secretary, Director William J. Hopke Executive Vice Same President and Director 10800 Midlothian Tpke., Suite 129 Richmond, Virginia 23235 William P. Gendron Secretary and Same Treasurer Page 16 of 20 Pages SCHEDULE II Executive Officers and Directors of Dominion Capital, Inc. Principal Occupation Name Title or Employment ---- ----- -------------------- Thos. E. Capps Director, Chairman See Schedule III David L. Heavenridge President, Chief See Schedule III Executive Officer and Director Henry C. Riely Corporate Secretary Corporate Secretary of Capital; an Assistant Corporate Secretary of Resources and other direct and indirect subsidiaries of Resources John W. Harris Director President and Managing Partner The Harris Group, Rotunda Suite 175 4201 Congress Street Charlotte, NC 28209 David A. Wollard Director President Bank One Colorado Corporation 1125 17th Street Suite 200 P.O. Box 17669 Denver, CO 80217-0669 Paul J. Bonavia Director See Schedule III John B. Bernhardt Director See Schedule III Thomas N. Chewning Director See Schedule III Frank S. Royal Director See Schedule III William T. Roos Director See Schedule III Page 17 of 20 Pages Daniel A. Vice President Vice President of Hillsman, Jr. Capital Charles E. Coudriet Senior Vice President- Vice President of Capital Donald T. Vice President Vice President of Herick, Jr. Capital Dennis W. Hedgepeth Treasurer Treasurer of Capital Hayden D. McMillian Senior Vice President Senior Vice President of Capital James L. Trueheart Senior Vice President See Schedule III and Chief Financial Officer Mark P. Mikuta Controller Controller of Capital The business address of each of the foregoing individuals except Messrs. Harris, Wollard, Bernardt, Royal, Roos and Simmons is 901 East Byrd Street, Richmond, Virginia 23219. The respective business addresses of Messrs. Bernhardt, Royal, Roos and Simmons are set forth under "Principal Occupation or Employment" on Schedule III. Page 18 of 20 Pages SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF DOMINION RESOURCES, INC. PRINCIPAL OCCUPATION NAME TITLE OR EMPLOYMENT ---- ----- -------------------- John B. Bernhardt Director Managing Direcrtor, Bernhardt/Gibson Financial Opportunities, 11817 Canon Boulevard, Suite 502, Newport News, Virginia 23606, a financial services firm Thos. E. Capps Chairman and Chairman of the Board of Chief Executive Directors President, Chief of Resources Executive Officer and and Director Director of Resources Linwood R. Robertson Senior Vice Senior Vice President - President - Finance, Treasurer and Finance, Corporate Secretary Treasurer and Corporate Secretary James L. Trueheart Vice President Vice President and and Controller Controller of Resources David L. Heavenridge Senior Vice Senior Vice President of President Resources and an officer and/or Director of various subsidiaries of Resources Thomas F. Farrell, II Vice President Vice President and General and General Counsel of Resources Counsel Donald T. Herrick, Jr. Vice President Vice President of Resources and an officer and/or Director of various subsidiaries of Resources Paul J. Bonavia Senior Vice Senior Vice President - Corporate President - of Resources Corporate Thomas N. Chewning Senior Vice Senior Vice President President of Resources John B. Adams, Jr. Director President and Chief Executive Officer The Page 19 of 20 Pages Bowman CompaniesOne Bowman Drive, Fredericksburgh, VA 22408 PRINCIPAL OCCUPATION NAME TITLE OR EMPLOYMENT ---- ----- -------------------- Benjamin J. Lambert, Director Optometrist III -------- 904 North First Street Richmond, VA 23219 Richard L. Director Former President and Leatherwood Chief Executive Officer CSX Equipment Corporation 3805 Greenway Baltimore, MD 21218 Harvey L. Lindsay, Director Chairman and Chief Jr. Executive Officer Harvey Lindsay Commercial Real Estate Dominiom Tower, Suite 1400 999 Waterside Drive Norfolk, VA 23510 Kenneth A. Randall Director Corporate Director of various public companies 6 Whittaker's Mill Williamsburg, VA 23185 William T. Roos Director Retired President Penn Luggage, Inc. 2820 Build America Drive Hampton, VA 23666 Frank S. Royal Director Physician East End Medical Building 1122 North 25th Street, Suite A Richmond, VA 23223 Judith B. Sack Director Senior Advisor Morgan Stanley & Co., Inc. 1251 Avenue of the Americas New York, New York 10020 Page 20 of 20 Pages PRINCIPAL OCCUPATION NAME TITLE OR EMPLOYMENT ---- ----- -------------------- S. Dallas Simmons Director President Virginia Union University 1500 North Lombardy Street Richmond, VA 23220 Robert H. Spilman Director Chief Executive Officer Chairman of the Board Bassett Furniture Industries, Inc. 245 Main Street P.O. Box 626 Bassett, VA 24055 The business address of Messrs. Capps, Baucom, Robertson, Munsey, Heavenridge, Herrick, Bonavia, Chewning, Trueheart, Martin and Farrell is 901 East Byrd Street, Richmond, Virginia 23219. The respective business addresses of the remaining executive officers and directors of Resources are set forth under "Principal Occupation or Employment" above. -----END PRIVACY-ENHANCED MESSAGE-----