-----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, NKcHBmLCr/ie5DUWb+3WxNPV+kwNlfjbl04s+KNjXtjEPcWy5wEaIiAIDEABgMV3 BwB/lc61SutdkGPzBURbHg== 0000806085-97-000102.txt : 19970514 0000806085-97-000102.hdr.sgml : 19970514 ACCESSION NUMBER: 0000806085-97-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970513 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULFMARK INTERNATIONAL INC CENTRAL INDEX KEY: 0000044524 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 741203713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06485 FILM NUMBER: 97601366 BUSINESS ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139639522 MAIL ADDRESS: STREET 1: 5 POST OAK PARK SUITE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: GULF APPLIED TECHNOLOGIES INC DATE OF NAME CHANGE: 19910328 FORMER COMPANY: FORMER CONFORMED NAME: GULF INTERSTATE CO DATE OF NAME CHANGE: 19831006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 GULFMARK INTERNATIONAL, INC. 13-D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.1 Under the Securities Exchange Act of 1934 GULFMARK INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 402628101000 (CUSIP Number) Karen C. Manson Secretary Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, NY 10285 (212) 526-1936 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) May 1, 1997 (Date of Event which required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is 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 this 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). NOT APPLICABLE CUSIP No. 742925100000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Holdings Inc. 13-3216325 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Requires Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power -0- 8) Shared Voting Power -0- 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 0.00% 14) Type of Reporting Person HC/CO 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: May 1, 1997 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Vice President and Secretary Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $1.00 (the "Common Stock"), of GulfMark International, Inc., a Delaware corporation ("GulfMark"). The address of the principal executive offices of GulfMark is 5 Post Oak Park, Suite 1170, Houston, Texas 77027. Item 2. Identity and Background This statement is filed on behalf of Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), 3 World Financial Center, 200 Vesey Street, New York, NY 10285 Holdings through its domestic and foreign subsidiaries is a full-line securities firm. The names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Person are set forth in Appendix A hereto. The Reporting Person, nor to the best knowledge of the Reporting Person or any of the persons listed in Appendix A hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of a 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 mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source of Funds or Other Consideration See Item 4. Item 4. Purpose of Transaction Pursuant to an Agreement and Plan of Merger dated December 5, 1996 among Energy Ventures, Inc., a Delaware corporation ("EVI"), GulfMark Acquisition Co., a Delaware corporation ("Sub"), GulfMark and GulfMark Offshore, Inc. a Delaware corporation ("GulfMark Offshore"), upon the merger of Sub, a wholly owned subsidiary of EVI, with and into GulfMark, each outstanding share of GulfMark Common Stock was exchanged for .6693 shares of EVI Common Stock. Prior to the Merger, Holdings owned 1,015,113 shares of Common Stock of GulfMark. As a result of the Merger on May 1, 1997, all of Holdings GulfMark Common Stock was converted into the Common Stock of EVI. Prior to the Merger, as a means of permitting EVI to acquire GulfMark, without the marine transportation services business and all liabilities associated with such assets, EVI, GulfMark and GulfMark Offshore, a wholly-owned subsidiary of GulfMark, entered into an Agreement and Plan of Distribution dated as of December 5, 1996. Pursuant to the Agreement and Plan of Distribution, the assets and certain other GulfMark subsidiaries stock were contributed by GulfMark to GulfMark Offshore, in consideration for the issuance by GulfMark Offshore to GulfMark of additional shares of Common Stock. After the transfer of assets and certain other GulfMark subsidiaries stock, GulfMark distributed to its stockholders all of the outstanding stock of GulfMark Offshore on the basis of 2 shares of GulfMark Offshore for each share of GulfMark Common Stock. As a result, Holdings acquired shares of the GulfMark Offshore. Item 5. Interest in Securities of the Issuer (a) See Item 4. (b) See Item 4. (c) Prior to the Merger, Lehman Brothers Inc. ("LBI") and other affiliates in the ordinary course of business as broker-dealers, may have purchased and sold shares of Common Stock on behalf of customers. (d) Neither the Reporting Person nor, to its knowledge, or any of the persons listed in Appendix A hereto knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person, other than customers of Lehman Brothers over whose shares Lehman Brothers may have investment discretion. (e) This statement is being filed to report that as of May 1, 1997, the Reporting Person has ceased to be the beneficial owner of more than 5% of the class of securities covered by this report. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Two Managing Directors of LBI were members of the Board of Directors of GulfMark: David J. Butters and Robert B. Millard. David J. Butters also served as Chairman of the Board of Directors of GulfMark. Item 7. Material to be Filed as Exhibits. Agreement and Plan of Merger, dated as of December 5, 1996, among EVI, GulfMark, Sub and GulfMark Offshore (incorporated by reference to Exhibit 2.2 to Form 8K, File No. 0-7265, filed December 26, 1996) Agreement and Plan of Distribution, dated as of December 5, 1996, among EVI, GulfMark and GulfMark Offshore (incorporated by reference to Exhibit 2.3 to Form 8K, File No. 0-7265, filed December 26, 1996) APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 3 World Financial Center President and Chief Executive New York, New York 10285 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 3 World Financial Center International Business Machines New York, New York 10285 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 3 World Financial Center New York, New York 10285 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 3 World Financial Center Executive Officer of Halliburton New York, New York 10285 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 3 World Financial Center Officer of New York, NY 10285 Lehman Brothers Holdings Inc. Katsumi Funaki* Lehman Brothers Holdings Inc. Senior General Manager of 3 World Financial Center International Business of the New York, NY 10285 Finance and Investment Planning Office of Nippon Life Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 3 World Financial Center Company, Inc. New York, NY 10285 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 3 World Financial Center New York, NY 10285 Dina Merrill Lehman Brothers Holdings Inc. Actress and Director and Vice 3 World Financial Center Chairman of RKO Pictures, Inc. New York, NY 10285 Masataka Shimasaki* Lehman Brothers Holdings Inc. Director and General Manager for 3 World Financial Center the Americas of Nippon Life New York, NY 10285 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 3 World Financial Center of Lehman Brothers Holdings Inc. New York, NY 10285 Jeremiah M. Callaghan Lehman Brothers Holdings Inc. Chief of Operations and Technology 3 World Financial Center New York, NY 10285 John L. Cecil Chief Administrative Officer Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 3 World Financial Center New York, NY 10285 Charles B. Hintz Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 - ----- All above individuals are citizens of the United States except those individuals with an * who are citizens of Japan. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___________)* Gulf Applied Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 - -------------------------------------------------------------------------------- (Title of Class of Securities) 402160105 - -------------------------------------------------------------------------------- (CUSIP Number) Karen Muller, Esq., Shearson Lehman Hutton Inc. 2 World Trade Center, 105th fl., NY, NY 10048 (212) 528-0953 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notes and Communications) September 7, 1989 - -------------------------------------------------------------------------------- (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 . (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. 402160105 Page 1 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shearson Lehman Hutton Group Inc. 13-3297843 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2(E) X 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 SOLE VOTING POWER NUMBER OF 1,015,113 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,015,113 WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,015,113 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.5% 14 TYPE OF REPORTING PERSON CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This statement relates to the 1,015,113 shares of common stock, par value $1.00 per share (the "Shares") of Gulf Applied Technologies, Inc. (the "Company") acquired by Shearson Lehman Hutton Group Inc. ("Shearson") on September 7, 1989. The address of the principal executive offices of the Company is 515 Post Oak Boulevard, Houston, Texas 77027-9408. Item 2. Identity and Background This statement is filed by Shearson, a Delaware corporation which is a wholly-owned subsidiary of Shearson Lehman Hutton Holdings Inc. ("SLHHI"), which is a Delaware corporation and a majority-owned subsidiary of American Express Company ("American Express"), a New York corporation. SLHHI, through its subsidiaries, is one of the leading full-line investment firms serving the United States and foreign securities and commodities markets. SLHHI is principally engaged in acting as a holding company for its subsidiaries. American Express and its subsidiaries other than Shearson and SLHHI and its subsidiaries are principally engaged in businesses which provide a variety of travel-related, investment, international banking and diversified financial services. The address of the principal offices of Shearson, SLHHI and American Express is American Express Tower, World Financial Center, 200 Vesey Street, New York, NY 10285. The name, residence or business address, citizenship, present principal occupation or employment, and the name and address of any corporation or other organization in which each such employment is conducted, of (i) each of the executive offers and directors of Shearson, (ii) each person controlling Shearson and (iii) the executive officers and directors of each corporation ultimately in control of Shearson are set forth in Appendix A attached hereto and incorporated by reference. During the last five years, neither Shearson nor, to the best knowledge of Shearson, any executive officer, director or controlling person of Shearson, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Appendix B attached hereto and incorporated herein by reference, been 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 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. The Shares acquired by Shearson were acquired with Shearson's working capital. Item 4. Purpose of Transaction. Shearson acquired the 1,015,113 Shares owned by it with the intention of obtaining control of the Company. In connection with such acquisition of such Shares, three members of the Company's existing six-member board of directors resigned and the vacancies have been filled with persons favorable to Shearson. Shearson is currently evaluating its position regarding the Company. Shearson is considering a number of courses of action with respect to the Company, which include seeking to cause the Company to merge with or into another entity (including but not limited to Energy Ventures, Inc.), to acquire businesses or working interests in oil and gas properties, to liquidate, to sell or transfer all or a material amount of its assets or to cause the Company to distribute as a dividend the stock of Energy Ventures, Inc. which it currently holds. Shearson may also acquire additional Shares, or it may seek to acquire additional positions on the Company' Board of Directors. In any such case, the decision by Shearson would depend on a continuing evaluation of the Company's business, prospects, financial condition, the market for the Shares, other opportunities available to Shearson general economic conditions, money and stock market conditions and other factors and future developments which Shearson may deem relevant from time to time. Depending on the same factors, Shearson may decide to sell all or part of the Shares it holds. Any such acquisition or disposition of Shares may be effected through open market or privately negotiated transactions, or otherwise. Except as set forth in this Item 4, Shearson does not have any other specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Pursuant to the transaction described in Item 3, Shearson acquired for its own account the 1,015,113 Shares, which based on the representations of the Company in its Quarterly Report on Form 10-Q for the six months ended June 30, 1989, represents 30.5% of the total issued and outstanding Shares. (b) Shearson has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, the 1,015,113 Shares it owns. (c) None. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. In connection with the acquisition of the 1,015,113 Shares by Shearson, three members of the Company's existing six-member Board of Directors resigned and were replaced by David J. Butters, Robert Druskin and Robert Millard. David J. Butters is a managing director of Shearson Lehman Hutton Inc. ("SLH"), an affiliate of Shearson. Robert Druskin is Senior Executive Vice President and Chief Financial Officer of SLH and Robert Millard is Executive Vice President of SLH. Item 7. Material to be Filed as Exhibits. None. 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. September 15, 1989 SHEARSON LEHMAN HUTTON GROUP INC. By: /s/ David S. Hershberg Name: David S. Hershberg Title: Vice President APPENDIX A 1. Directors and Executive Officers of Shearson. The name, business address, present principal occupation and five year employment history of each of the directors and executive officers of Shearson are set forth below. If no business address is given, the director's or executive officer's address is American Express Tower, World Financial Center, New York, New York 10285. All directors and executive officers listed below are citizens of the United States.
Present Five Year Name and Address Principal Occupation Employment History Robert Druskin Chief Financial Officer and Vice Chief Financial Officer and Vice Director of Shearson President of SLHHI and Chief President of SLHHI from 1986 to Financial Officer and Senior present; Senior Executive Vice Executive Vice President of SLH President of SLH from 1986 and Chief Financial Officer of SLH from 1984 to present; Executive Vice President of SLH from 1982 to 1986; Treasurer of SLH from 1980 to 1984. David S. Hershberg Executive Vice President of SLHHI Executive Vice President of SLHHI Director and Vice President of and Vice Chairman of the Board of from 1984 to present; Vice Chairman Shearson SLH of SLH from February 1987 to present; Senior Executive Vice President of SLH and General Counsel of SLHHI from 1984 to February 1987; Deputy General Counsel of American Express from 1982 to 1984. Jeffrey B. Lane President of SLHHI; President and President of SLHHI and SLH from Director and President Chief Operating Officer of SLH February 1987 to present; Chief of Shearson Operating Officer since 1984; Vice Chairman SLH from 1983 to 1987; Chief Financial Officer of SLH from 1981 to 1984. George C. Sheinberg Executive Vice President of SLHHI Executive Vice President of SLHHI Executive Vice President and Vice Chairman of the Board of from August 1986 to present; Vice of Shearson SLH Chairman of SLH from August 1984 to present; Treasurer of American Express Company from September 1981 to August 1984.
2. Directors and Executive Officers of American Express Company. The name, business address and present principal occupation or employment of each of the directors and executive officers of American Express Company are set forth below. If no business address is given, the director's or executive officer's address is American Express Tower, World Financial Center, New York, New York 10285. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to American Express Company. Unless otherwise indicated, all directors and executive officers listed below are citizens of the United States.
Present Five Year Name and Address Principal Occupation Employment History * Anne L. Armstrong Chairman, President's Foreign Chairman, President's Foreign Kleberg Bank Building Intelligence Advisory Board Intelligence Advisory Board from Sixth and Kleberg Sts. 1981 to present. Kingsville, TX 78363 Gary A. Beller Executive Vice President and Executive Vice President of General Counsel of American Express American Express Company from 1983 Company to present. William G. Bowen President, The Andrew W. Mellon President of The Andrew W. Mellon 140 East 62nd Street Foundation Foundation from 1987 to present; New York, NY 10021 President, Princeton University from 1972 to 1987. Howard L. Clark, Jr. Executive Vice President and Chief Executive Vice President of Financial Officer of American American Express Company from 1981 Express Company to present; Chief Financial Officer of American Express Company from 1985 to present. * Peter A. Cohen Chairman of the Board of Directors Chairman of the Board of SLHHI from and Chief Executive Officer of 1985 to present; Chief Executive SLHHI and SLH Officer of SLHHI and Chairman of the Board of SLH from 1984 to present; Chief Executive Officer of SLH from 1983 to present; President of SLH from 1983 to 1987; Vice Chairman of SLH from 1980 to 1983. Edwin M. Cooperman President and Chief Executive President and Chief Executive Officer, TRS North America, TRS Officer, TRS North America, TRS from 1989 to present; President, TRS Consumer Card Group-U.S.A., TRS from 1986 to 1989; Executive Vice President, Travel Management Services, TRS from 1984 to 1986. * David M. Culver(1) Chairman and Chief Executive Chairman and Chief Executive 1118 Sherebrooke Officer of Alcan Aluminum Limited Officer of Alcan Aluminum Limited Street West from 1987 to present; President and Montreal, Quebec Chief Executive Officer of Alcan Aluminum H3A 3G2, Canada Limited from 1979 to 1987.
* Director of American Express Company. (1) David M. Culver is a citizen of Canada.
Name and Address Present Five Year Principal Occupation Employment History * Charles W. Duncan, Jr. Chairman of the Board, Duncan, Cook Chairman of the Board, Duncan, Cook 50th Floor & Co. & Co. from 1985 to present; Private Republic Bank Ctr. Investor from 1982 to present. 700 Louisiana Houston, TX 77002 Henry C. Duques President and Chief Executive President and Chief Executive Officer of American Express Officer, American Express Information Services Company Information Services Company from 1989 to present; President and Chief Executive Officer, Data Based Services Group, American Express Travel Related Services Company, Inc. from 1987 to 1989; Group President-Financial Services, Automatic Data Processing Inc. from 1984 to 1987. Harry L. Freeman Executive Vice President of Executive Vice President of American Express Company American Express Company from 1984 to present; Senior Vice President of American Express Company from 1977 to 1984. * Richard M. Furlaud Chairman and Chief Executive Chairman and Chief Executive Route 206 & Officer of Squibb Corporation Officer of Squibb Corporation from Provinceline Road 1974 to present. (P.O. Box 4000) Princeton, NJ 08540
- ------------------ * Director of American Express Company.
Present Five Year Name and Address Principal Occupation Employment History * F. Ross Johnson(2) Chairman and Chief Executive Chairman and Chief Executive 200 Galeria Parkway, N.W. Officer of RJM Group Officer of RJM Group; President and Suite 970 Chief Executive Officer of RJR Atlanta, GA 30339 Nabisco, Inc. from 1987 to 1989; President and Chief Operating Officer of RJR Nabisco, Inc. from 1985 to January 1987; Vice Chairman of the Board and Chief Executive Officer of Nabisco Brands, Inc. from 1984 to 1985; President and Chief Operating Officer of Nabisco Brands, Inc. and predecessor firms from 1981 to 1984. * Vernon E. Jordan, Jr. Partner, Akin, Gump, Strauss, Hauer Partner, Akin, Gump, Strauss, Hauer 133 New Hampshire & Feld & Feld from 1982 to present. Avenue, N.W. Suite 400 Washington, DC 20036 - -------------------------------------- * Fred M. Kirby, II Chairman and Chief Executive Chairman and Chief Executive 17 DeHart Street Officer, Alleghany Corporation Officer, Alleghany Corporation from Morristown, NJ 07960 1967 to present. - -------------------------------------- * Henry A. Kissinger Chairman, Kissinger Associates, Inc. Chairman, Kissinger Associates, 350 Park Avenue Inc. from 1982 to present; Lecturer New York, NY 10022 and Author from 1977 to present. - -------------------------------------- Harvey Golub President and Chief Executive President and Chief Executive IDS Financial Corporation Officer of IDS Financial Officer, IDS Financial Corporation IDS Tower Corporation from 1984 to present. Minneapolis, MN 55402
- ------------------ * Director of American Express Company. (2) F. Ross Johnson is a citizen of Canada.
Name and Address Present Five Year Principal Occupation Employment History * Drew Lewis Chairman and Chief Executive Chairman and Chief Executive Martin Tower Officer, Union Pacific Corporation Officer, Union Pacific Corporation Eighth & Eaton Avenues from 1987 to present; President and Bethlehem, PA 18018 Chief Operating Officer, Union Pacific Corporation from 1986 to October 1986; Chairman and Chief Executive Officer, Union Pacific Railroad from April 1986 to October 1986 1987; Chairman and Chief Executive Officer, Warner-Amex Cable Communications, Inc. from 1983 to 1986; U.S. Secretary of Transportation from 1981 to 1983. Jonathan S. Linen President and Chief Executive President and Chief Executive Officer of Direct Marketing and Officer, Direct Marketing and Travelers Cheques, TRS Travelers Cheques, TRS from 1989 to present; President, Direct Marketing Group, U.S.A., TRS from 1986 to 1989; President, Travel Services, U.S.A., TRS from 1980 to 1986. Aldo Papone Chairman of the Office of TRS Chairman of the Office of TRS Presidents of American Express President from May 1989 to present; Travel Related Services Company, President and Chief Executive Inc. ("TRS") Officer; TRS from March 1989 to May 1989; President and Chief Operating Officer, TRS from 1985 to 1989; Vice Vice Chairman, TRS from 1983 to 1985.
* Director of American Express Company.
Name and Address Present Five Year Principal Occupation Employment History * Roger S. Penske President, Penske Corporation President of Penske Corporation, 17 Riverside Avenue 1969 to present. Red Bank, NJ 07701-8640 - -------------------------------------- * James D. Robinson, III Chairman of the Board of Directors Chairman and Chief Executive and Chief Executive Officer of Officer of American Express Company American Express Company from 1977 to present. * Robert V. Roosa Partner, Brown Brothers, Harriman & Partner, Brown Brothers, Harriman & 59 Wall Street Co. Co. from 1965 to present. New York, NY 10005 - -------------------------------------- G. Richard Thoman President and Chief Executive President and Chief Executive Officer of American Express Officer of American Express International, TRS International TRS from 1989 to present; President of International Group, TRS from 1985 to present; Executive Vice President of Finance and Planning, TRS from 1983 to 1985. - -------------------------------------- * Martha Redfield Wallace President, Redfield Associates President, Redfield Associates from 435 East 52nd St. 1983 to present, Director of the New York, NY 10022 Henry Luce Foundation, Inc. from 1967 to 1983. - -------------------------------------- * Rawleigh Warner Retired Chairman of the Board and Retired Chairman of the Board and 150 East 42nd St. Chief Executive Officer, Mobil Chief Executive Officer Mobil New York, NY 10017 Corporation Corporation from 1986 to present; Chairman of the Board and Chief Executive Officer, Mobil Corporation from 1969 to 1986.
- ------------------ * Director of American Express Company.
Present Five Year Name and Address Pricipal Occupation Employment History * Joseph H. Williams Chairman and Chief Executive Chairman and Chief Executive One Williams Center Officer, The Williams Companies Officer, The Williams Companies Tulsa, OK 74172 from 1979 to present - --------------------------------------
- ------------------ * Director of American Express Company. APPENDIX B In June 1986, American Express settled the administrative proceedings commenced by the Securities and Exchange Commission (the "Commission") following a two-year investigation which focused principally on certain reinsurance transactions entered into by the Fireman's Fund Insurance Company ("Fireman's Fund") (formerly a wholly-owned subsidiary of American Express), the reserve levels maintained by Fireman's Fund, Fireman's Fund's results of operations and their impact on the public reporting of financial results to American Express during the period being considered. Pursuant to the settlement, American Express filed on Form 8-K under the Exchange Act a copy of the Commission's order simultaneously instituting and settling the proceeding, agreed to comply with the reporting requirements of the Exchange Act and will include in all future Exchange Act filings that refer to 1981 to 1982 financial data a footnote describing the proceeding and its termination. Under the settlement, American Express and Fireman's Fund did not modify or alter any of their historical financial statements or prior filings. In its order, the Commission has expressed its opinion that certain reinsurance transactions were not accounted for in accordance with generally accepted accounting principles and therefore improperly increased American Express' and Fireman's Fund's pre-tax income during certain periods in 1981 and 1982. In the Commission's order, American Express stated that it and Fireman's Fund believed that the reinsurance transactions were accounted for properly and in accordance with industry practice. Under the settlement, the Commission did not make any findings of fact or any adjudication of fact or law. The Commission's opinion was based on allegations of the Commission's staff and other information available to the Commission. For purposes of settling the administrative proceeding, American Express neither admitted nor denied the staff's allegations and the Commission's conclusions. -----END PRIVACY-ENHANCED MESSAGE-----