-----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, UNd/XqI36Ney0R9+VCSZs3rf2EYf14kLjKMPOugauNG/GmfI3333IEWKmr9iEfR0 QxdNLd5WaI5Nq2DvHagnaA== 0001016843-97-000288.txt : 19970501 0001016843-97-000288.hdr.sgml : 19970501 ACCESSION NUMBER: 0001016843-97-000288 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REGISTRY INC CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20270 FILM NUMBER: 97592082 BUSINESS ADDRESS: STREET 1: 2502 ROCKY POINT DR CITY: TAMPA STATE: FL ZIP: 33716 BUSINESS PHONE: 8135733353 MAIL ADDRESS: STREET 1: 11831 30TH CT N CITY: ST. PETERSBURG STATE: FL ZIP: 33716 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 10-K/A 1 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-20270 THE NATIONAL REGISTRY INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 95-4346070 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607 ------------------------------------------------ ----- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (813) 636-0099 --------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share. Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the average bid and asked prices of such stock on April 25, 1997, was $43,103,756. There were 34,485,005 shares of Common Stock outstanding as of April 25, 1997. Total number of pages: 11 ================================================================================ The undersigned registrant (the "Registrant") hereby amends the following items of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Report") as follows: PART III The Registrant hereby deletes the information set forth under Items 10, 11, 12 and 13 of the Report and replaces such items in their entirety as set forth below. Item. 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The names and ages of all current directors and named executive officers (the "Named Executive Officers") of the Company, as of April 25, 1997 are set forth below. As of April 25, 1997, the Board of Directors consists of three persons. DIRECTORS TERM DIRECTOR NAME AGE POSITION EXPIRES SINCE - ---- --- ------------- ------- -------- J. Anthony Forstmann (1)....... 58 Chairman 1997 1991 and Director John L. Gustafson(l)........... 53 President, 1997 1995 Chief Executive Officer and Director W. Lee Shevel(l)............... 64 Vice-Chairman and Director 1997 1995 - ---------- (1) Compensation Committee and Audit Committee member. Pursuant to the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of April 28, 1992, by and between the Company and Home Shopping Network, Inc. ("Home Shopping Network"), Home Shopping Network has the right to nominate up to three directors for the Company's Board of Directors. Home Shopping Network had nominated as directors of the Company Peter M. Kern and Kevin J. McKeon, who resigned effective March 29, 1996 and February 12, 1997, respectively. No current member of the Company's Board of Directors has been nominated by Home Shopping Network. Pursuant to a stockholders' voting agreement, dated as of March 14, 1995, J. Anthony Forstmann, RMS Limited Partnership, a Nevada limited partnership ("RMS"), and Francis R. Santangelo (the "Stockholders' Voting Agreement"), each agreed to vote certain shares of the Company's common stock, par value $.01 per share (the "Common Stock"), beneficially owned by such party, and each of their respective affiliates, for a director nominated by each of Mr. Forstmann and RMS and not to vote certain shares of Common Stock beneficially owned by such party, and each of their respective affiliates, in favor of certain specified stockholder actions unless such actions are 2 agreed upon by Mr. Forstmann and RMS. To date, RMS has not exercised its right to nominate a director pursuant to the Stockholders' Voting Agreement. NAMED EXECUTIVE OFFICERS POSITION NAME AGE OFFICER SINCE - ---- --- ------- -------- John L. Gustafson 53 President and Chief 1995 Executive Officer Clinton C. Fuller 52 Vice President - Product Marketing and Financial Services 1995 Robert C. Leamy 48 Vice President - 1995 Product Operations Todd D. Lowe 44 Vice President - Identification 1995 Systems and Services David E. Brogan 42 Secretary, Treasurer 1996 and Controller The business experience, principal occupations and employment during the past five years of each director and Named Executive Officer of the Company is summarized below. J. ANTHONY FORSTMANN has been the Chairman of the Board of Directors of the Company (the "Board") from June 1995, Co-Chairman from August 1993 to June 1995, Chairman from the Company's inception in October 1991 to August 1993, a member of the Board's Compensation Committee (the "Compensation Committee") since February 1993 and a member of the Board's Audit Committee (the "Audit Committee") since December 1995. Mr. Forstmann was President of the Company from October 1991 to August 1993 and from September 1994 to March 1995 and Chief Executive Officer of the Company from October 1991 to August 1993 and from September 1994 to December 1995. Mr. Forstmann has been a Managing Director of J.A. Forstmann & Co., a merchant banking firm since October 1987. He co-founded Forstmann-Leff Associates, an institutional money management firm, in 1968 and was a Managing Director thereof from its inception until October 1987. Mr. Forstmann has been a Limited Partner of Forstmann Little & Co. since its inception in 1978. Mr. Forstmann has been a director of Community Health Services, a private entity engaged in the operations of hospitals, since 1996. Mr. Forstmann received a BA in Economics from Yale University and an MBA from the Graduate School of Business Administration, Columbia University. JOHN L. GUSTAFSON has served as President, Chief Operating Officer and a Director of the Company since March 1995, Chief Executive Officer since December 1995 and a member of each of the Audit and Compensation Committees since December 1995. From November 1993 to March 1995, Mr. Gustafson served as Vice President for Business Development of Allied Technical Services, a wholly-owned subsidiary of Allied Signal Inc. From 1968 to November 1993, Mr. Gustafson held a variety of senior executive positions at Unisys Corp. and at Burroughs Corporation, its predecessor company. Mr. Gustafson received his BS in Math from St Louis University and his MS in Computer Science from the University of Missouri-Rolla. 3 LEE SHEVEL has served as Vice Chairman of the Board and a Director of the Company since March 1995, a member of each of the Audit and Compensation Committees since December 1995 and as a consultant to the Company since January 1995. Mr. Shevel also serves as a director of Insync Systems, Inc., a privately held company in the business of providing gas distribution apparatus for semiconductor processes. Since June 1994, Mr. Shevel has been Managing Director of EIM, a consulting firm which he founded. From 1982 to June 1994, Mr. Shevel held a variety of senior executive positions at Unisys Corp. and at Burroughs Corporaton, its predecessor company, including Vice President of Enterprise Integration, President of Unisys' Shipboard and Ground Systems Group and of Paramax Electronics, Unisys' Canadian subsidiary. Mr. Shevel received BS, MS and Ph.D. degrees in Engineering from Carnegie Mellon University. CLINTON C. FULLER has been Vice President - Product Marketing and Financial Services of the Company since July 1995, overseeing the development of the Company's products and services, including developing products for the financial services industry. From September 1967 to June 1995, Mr. Fuller held a variety of managerial positions at Unisys Corp., including worldwide general manager of Unisys' financial retail delivery system division. Mr. Fuller received a BS in Computer Science from Lackawanna College. ROBERT C. LEAMY has been Vice President - Product Operations of the Company since October 1995, managing the Company's product development. From August 1975 to October 1995, Mr. Leamy served as Engineering Director at Unisys Corp. where, among other things, he helped develop computer products and systems used in law enforcement. Mr. Leamy received his BS in Engineering from the University of California, Los Angeles, an MS in Electrical Engineering and Computer Sciences from the University of California, Berkeley and an MS in Administration from the University of California, Irvine. TODD D. LOWE has been Vice President - Identification Systems and Services of the Company since September 1995, managing the implementation of the Company's systems. From January 1982 to August 1995, Mr. Lowe was an employee of Unisys Corp. where he was the business manager for its automated finger imaging systems division (which was subsequently acquired by Loral Corporation), managing the development of personal identification systems for government social services agencies. Mr. Lowe received a BS in Chemistry from the United States Naval Academy. DAVID E. BROGAN has been Treasurer and Controller of the Company since August 1996 and Secretary of the Company since December 1996. From March 1995 to March 1996, Mr. Brogan was a consultant for Tunstall Consulting, a consulting firm specializing in business plan development and assisting in raising capital. From December 1990 to March 1995, Mr. Brogan was a Vice President of Finance for Mercury Medical, Inc., a medical distribution company. From November 1988 to October 1990, Mr. Brogan was Chief Financial Officer for Electronic Data Technologies, a publicly traded computer systems manufacturer. Mr. Brogan received his MBA from the University of Colorado and a BS in Accounting from Metropolitan State College in Denver, Colorado. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity 4 securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC") and the Nasdaq Stock Market. Officers, directors and greater than ten-percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that, during fiscal 1996, David Brogan, the Chief Financial Officer of the Company, failed to file on a timely basis one report, covering zero transactions, Todd Lowe, a Vice President of the Company failed to file on a timely basis one report, covering one transaction and Robert Leamy, a Vice President of the Company failed to file on a timely basis one report, covering one transaction. The following table sets forth all compensation with respect to certain of the Named Executive Officers, including the Chief Executive Officer of the Company. The table omits an executive officer employed by the Company on December 31, 1996 because such officer's total annual salary and bonus for 1996 did not exceed $100,000: SUMMARY COMPENSATION TABLE LONG-TERM COMPENSATION AWARDS ----------------------- ANNUAL SECURITIES COMPENSATION UNDERLYING ------------ NAME AND SALARY OPTIONS PRINCIPLE POSITION(1) YEAR ($) (#) - -------------------- ---- ------------ ------------ John L. Gustafson - 1996 $227,875(1) 50,000 President and Chief 1995 136,133 400,000 Executive Officer 1994 N/A NA Clinton C. Fuller - 1996 $130,000 20,000 Vice President - 1995 78,210 60,000 Product Marketing 1994 N/A N/A and Financial Services Robert C. Leamy - 1996 $120,000 20,000 Vice President - 1995 23,076 45,000 Product Operations 1994 N/A N/A Todd D. Lowe - 1996 $115,000 15,000 Vice President - 1995 31,016 30,000 Identification Systems 1994 N/A N/A and Services - ---------- (1) Mr. Gustafson's annual salary included $78,922 paid by the Company in connection with Mr. Gustafson's relocation and a related "gross-up" for the tax applicable to such reimbursement. 5 The Company offers a plan pursuant to Section 401(k) of the Internal Revenue Code (the "401(k) Plan") covering substantially all employees, including the Named Executive Officers. Matching employer contributions are set at the discretion of the Board of Directors. There were no employer contributions made for 1996, 1995 or 1994. STOCK INCENTIVE PLAN The 1992 Stock Incentive Plan, adopted by the Board of Directors and approved by the stockholders of the Company in January 1992 (the "Plan"), authorizes the granting of stock incentive awards ("Awards") to qualified officers, employees, directors and third parties providing valuable services to the Company (e.g., independent contractors, consultants and advisors to the Company). At the Company's Annual Meeting of Stockholders held on August 12, 1993, the stockholders of the Company approved a proposal amending the Plan to increase from 1,500,000 to 2,700,000 the number of shares of Common Stock authorized for issuance upon exercise of options granted pursuant to the Plan. At the Company's Annual Meeting of Stockholders held on June 25, 1996, the stockholders of the Company approved a proposal amending the Plan to increase from 2,700,000 to 3,700,000 the number of shares of Common Stock authorized for issuance upon exercise of options granted pursuant to the Plan. The following table sets forth individual grants of stock options made during fiscal year 1996 to each of the Named Executive Officers (during fiscal year 1996 no stock appreciation rights ("SARs") were awarded):
OPTION GRANTS IN LAST FISCAL YEAR - ------------------------------------------------------------------------------------------------------------------------- INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT - -------------------------------------------------------------------------------------- ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR OPTION PERCENT OF TERM TOTAL MARKET ------------------------------- OPTIONS PRICE OF GRANTED TO COMMON EMPLOYEES EXERCISE STOCK ON OPTIONS IN FISCAL PRICE DATE OF EXPIRATION NAME (#) YEAR ($/SH) GRANT DATE 0%($) 5%($) 10%($) - ----------------- ---------- ---------- -------- -------- ----------- ----- ------- -------- John L. Gustafson 50,000(1) 10.2% $1.125 $1.125(2) 11/18/2006 $0 $35,375 $86,648 Clinton C. Fuller 20,000(3) 4.1% $1.125 $1.125(2) 11/18/2006 0 $14,150 $35,859 Robert C. Leamy 20,000(3) 4.1% $1.125 $1.125(2) 11/18/2006 0 $14,150 $35,859 Todd D. Lowe 15,000(4) 3.1% $1.125 $1.125(2) 11/18/2006 0 $10,613 $26,894 David E. Brogan 50,000(5) 10.2% $0.84 $0.84 (6) 9/06/2006 0 $26,414 $66,937 David E. Brogan 5,000(7) 1.0% $1.125 $1.125(2) 11/18/2006 0 $ 3,538 $ 8,965 - ---------- (1) Stock Options were granted on November 18, 1996, of which options to purchase 16,666 shares of Common Stock will vest on November 18, 1997 and options to purchase 16,667 shares of Common Stock will vest on each of the next two anniversaries of the grant date. (2) The average of the bid and asked price on the Nasdaq SmallCap Market on November 18, 1996. (3) Stock Options were granted on November 18, 1996, of which options to purchase 6,666 shares of Common Stock will vest on November 18, 1997 and options to purchase 6,667 shares of Common Stock will vest on each of the next two anniversaries of the grant date. 6 (4) Stock Options were granted on November 18, 1996, of which options to purchase 5,000 shares of Common Stock will vest on November 18, 1997 and options to purchase 5,000 shares of Common Stock will vest on each of the next two anniversaries of the grant date. (5) Stock Options were granted on September 9, 1996, of which options to purchase 16,666 shares of Common Stock will vest on September 9, 1997 and options to purchase 16,667 shares of Common Stock will vest on each of the next two anniversaries of the grant date. (6) The average of the bid and asked price on the Nasdaq SmallCap Market on September 9, 1996. (7) Stock Options were granted on November 18, 1996, of which options to purchase 1,666 shares of Common Stock will vest on November 18, 1997 and options to purchase 1,667 shares of Common Stock will vest on each of the next two anniversaries of the grant date.
During fiscal year 1996, no stock options were exercised by any Director or Named Executive Officer of the Company. The following table sets forth the number and value of stock options outstanding as of December 31, 1996 for the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN- UNEXERCISED OPTIONS AT THE-MONEY OPTIONS FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1) NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE - ----------------- ------------------------------- ------------------------- John L. Gustafson 160,000/290,000 170,000/326,875 Clinton C. Fuller 20,000/60,000 15,650/60,050 Robert C. Leamy 15,000/50,000 4,688/38,125 Todd D. Lowe 10,000/35,000 3,125/27,813 David E. Brogan 0/55,000 0/93,313 - ---------- (1) Assumes a market price equal to $2.5625 per share, the average of the closing bid and asked price on the Nasdaq SmallCap Market on December 31, 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION On March 29, 1996, Peter M. Kern resigned as a member of the Compensation Committee of the Board. The Compensation Committee presently consists of Messrs. Forstmann, Gustafson and Shevel. Mr. Gustafson has been President of the Company since March 1995 and Chief Executive Officer since December 1995. 7 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of April 25, 1997 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's directors; (iii) each of the Named Executive Officers (as hereinafter defined); and (iv) all executive officers and directors of the Company as a group: AMOUNTS AND NATURE OF NAME AND ADDRESS BENEFICIAL PERCENT OF OF BENEFICIAL OWNER OWNERSHIP CLASS - ------------------- ----------- ---------- J. Anthony Forstmann ............. 6,000,000(1) 17.4 7 Beverly Park Beverly Hills, CA 90210 Home Shopping Network, Inc. ...... 6,336,154(2) 15.5 P.O. Box 9090 Clearwater, FL 34618 RMS Limited Partnership .......... 5,500,000(3) 15.3 201 West Liberty Street P.0. Box 281 Reno, NV 89504 John L. Gustafson ................ 168,333(4) (5) W. Lee Shevel .................... 120,000(4) (5) Todd D. Lowe ..................... 85,300(4) (5) Clinton C. Fuller ................ 20,000(4) (5) Robert C. Leamy .................. 17,000(4) (5) David E. Brogan .................. 0 (5) Executive officers and directors as a group (7 persons) ........... 6,410,633(l)(4) 18.6%(1)(4) (1) Of such amount, 3,500,000 shares of Common Stock are pledged in favor of Theodore J. Forstmann, Mr. Forstmann's brother, to secure a demand note, and 1,500,000 shares of Common Stock are pledged in favor of a financial institution to secure a non-recourse credit facility, which demand note is past due. Includes 800,000 shares of Common Stock directly held by Mr. Forstmann's spouse, Catherine S. Forstmann. 8 (2) Includes 6,336,154 shares of Common Stock issuable upon conversion of 100,000 currently convertible shares of Series A Preferred Stock. (3) Includes 1,500,000 shares of Common Stock subject to outstanding options which are vested and exercisable. (4) Includes shares of Common Stock that can be acquired by exercise of vested and exercisable stock options within 60 days of April 25, 1997, as follows: Mr. Gustafson - 168,333 shares; Mr. Shevel - 120,000 shares; Mr. Fuller - 20,000 shares; Mr. Leamy - 15,000 shares; and Mr. Lowe - 10,000; and all directors and officers as a group - 410,633 shares. Excludes 321,667, 196,667, 60,000, 50,000, 35,000 and 55,000 shares subject to options which have not vested in favor of Messrs. Gustafson, Shevel, Fuller, Leamy, Lowe and Brogan, respectively. (5) Less than 1%. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During fiscal 1996, the Company retained as a consultant W. Lee Shevel, a director of the Company, and paid him an aggregate of $66,607 (including $10,417 in travel and other expenses). On March 14, 1995, the Company granted him options to purchase 300,000 shares of Common Stock at an exercise price of $1.00 per share, of which options to purchase 120,000 shares of Common Stock have vested and options to purchase 60,000 shares of Common Stock will vest on each of the next three anniversaries of the date of the grant. The Company may retain Mr. Shevel from time to time in the future. During fiscal 1996, the Company retained DMG & Associates ("DMG"), a health care marketing consulting firm founded by Donna M. Gustafson, the wife of John L. Gustafson, the Chief Executive Officer and President of the Company, and paid DMG an aggregate of $63,783 (including $13,178 in travel and other expenses) for certain consulting services. On October 13, 1995, the Company, as part of such consulting arrangement, granted Ms. Gustafson options to purchase 25,000 shares of Common Stock at an exercise price of $2.25 per share, vesting pro rata on each of the next three anniversaries of the date of grant. On June 3, 1996, the Company hired Ms. Gustafson as Director of Marketing for health care services. On November 18, 1996, the Company granted Ms. Gustafson options to purchase 15,000 shares of Common Stock at an exercise price of $1.125 per share. Peter M. Kern, a director of the Company who resigned from the Board of Directors effective March 29, 1996, was nominated by and served as a representative of Home Shopping Network in accordance with Home Shopping Network's right to nominate up to three directors pursuant to the Stock Purchase Agreement. Following Mr. Kern's resignation from the Board of Directors, Home Shopping Network nominated Kevin J. McKeon to serve as a member of the Board of Directors. Mr. McKeon resigned from the Board of Director effective February 12, 1997. No current member of the Company's Board of Directors has been nominated by Home Shopping Network. 9 The Company engages in a variety of transactions with Home Shopping Network, including the rental by the Company of its previous office space from Home Shopping Network for a 1996 rent of approximately $62,000. The Company believes that each of the related party transactions described herein were on terms as fair to the Company as could have been obtained from unaffiliated third parties. 10 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized. THE NATIONAL REGISTRY INC. (REGISTRANT) Date: April 30, 1997 By:/s/ JOHN L. GUSTAFSON -------------------------- John L. Gustafson President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and on the dates indicated. Date: April 30, 1997 By:/s/ JOHN L. GUSTAFSON -------------------------- John L. Gustafson President, Chief Executive Officer and Director Date: April 30, 1997 By:/s/ DAVID E. BROGAN -------------------------- David E. Brogan Secretary, Treasurer and Controller Date: April 30, 1997 By:/s/ J. ANTHONY FORSTMANN ------------------------- J. Anthony Forstmann Chairman of the Board Date: April 30, 1997 By:/s/ W. LEE SHEVEL ------------------------- W. Lee Shevel Director 11 -----END PRIVACY-ENHANCED MESSAGE-----