-----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, P8EX8EaBVFEqphfMeeptO/w2L/NIyfD1qsuiO0ISsR3CIOG2dVnjc+AX1UYFwqAj g4IhkYaec75ufjcOfnEViA== 0000898430-96-001587.txt : 19960507 0000898430-96-001587.hdr.sgml : 19960507 ACCESSION NUMBER: 0000898430-96-001587 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960506 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUBURN BANCORP CENTRAL INDEX KEY: 0000707364 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942827787 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45741 FILM NUMBER: 96556442 BUSINESS ADDRESS: STREET 1: 540 WALL ST STREET 2: P O BOX 5770 CITY: AUBURN STATE: CA ZIP: 95603 BUSINESS PHONE: 9168231144 MAIL ADDRESS: STREET 1: P O BOX 5770 CITY: AUBURN STATE: CA ZIP: 95604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALLICORP HOLDINGS INC CENTRAL INDEX KEY: 0000849865 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770229483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8405 N FRESNO ST STREET 2: THIRD FLR CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 2094375705 MAIL ADDRESS: STREET 1: 8405 NORTH FRESNO ST CITY: FRESNO STATE: CA ZIP: 93720 SC 13D 1 SCHEDULE 13D DATED 3/27/96 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)/*/ AUBURN BANCORP - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 050253103 - -------------------------------------------------------------------------------- (CUSIP Number) E.L. Herbert, Executive Vice President/General Counsel ValliCorp Holdings, Inc., 8405 N. Fresno St., Fresno, CA 93720 - (209) 437-5700 - -------------------------------------------------------------------------------- (Name, Address, and Telephone number of Person Authorized to Receive Notices and Communications) March 27, 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 this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent 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 purposes 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). - ----------------------- --------------------- CUSIP NO. 050253103 13D PAGE 2 OF 2 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VALLICORP HOLDINGS, INC., I.R.S. Identification No. 77-0029483 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 WC - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF ZERO SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 251,175 (See Item 5) OWNED BY ----------------------------------------------------------- EACH SHARED DISPOSITIVE POWER 9 REPORTING ZERO PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ZERO - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 451,161 (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 37.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ Item 1. Security and Issuer. ------------------- This statement relates to the common stock, no par value (the "Shares"), of Auburn Bancorp, a California corporation (the "Issuer"), which has its principal executive offices at 540 Wall Street, Auburn, California 95603. Item 2. Identity and Background. ----------------------- This statement is being filed by ValliCorp Holdings, Inc., a Delaware corporation ("ValliCorp"), with its principal executive offices at 8405 North Fresno Street, Fresno, California 93720. ValliCorp is a bank holding company primarily engaged in the banking business through its wholly-owned California state chartered banking subsidiary, ValliWide Bank. The name, business or residence address, and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which employment is conducted) of each of the executive officers and directors of ValliCorp are set forth below. All of the executive officers and directors of ValliCorp are United States citizens.
Principal Occupation or Name and Association with Employment and Name of Address of Employer ValliCorp Employer Organization Organization - ------------------------- ----------------------- ------------------- William A. Benneyan, Managing Partner of Benart 211 N. Stevenson Director Group of Companies and which Visalia, CA 93291 specializes in real estate investments
3 Lucineia S. Donnelley, Executive Vice President/ 8405 N. Fresno Street Executive Vice President/ Administration and Operations Fresno, CA 93720 Administration and Operations of ValliCorp and its principal subsidiary, ValliWide Bank Edwin L. Herbert, Executive Vice President/ 8405 N. Fresno Street Executive Vice President/ General Counsel of ValliCorp Fresno, CA 93720 General Counsel Louis H. Herwaldt, President of Herwaldt 6286 N. Blackstone Ave. Director Automotive Group, Inc., vehicle Fresno, CA 93710 sales J. Mike McGowan, President/Chief Executive 8405 N. Fresno Street President/Chief Executive Officer of ValliCorp and of Fresno, CA 93720 Officer and Director ValliCorp's principal subsidiary, ValliWide Bank Patrick J. Mon Pere, President and Chief Executive 3457 W. Shaw Ave. Chairman of the Board and Officer of Patrick James, Inc., a Fresno, CA 93711 Director men's retail clothing firm Wolfgang T.N. Muelleck, Executive Vice President/Chief 8405 N. Fresno Street Executive Vice President/Chief Financial Officer of ValliCorp Fresno, CA 93720 Financial Officer and ValliCorp's principal subsidiary, ValliWide Bank Lorenzo Tony Ortega, Ph.D., Associate Professor of 9001 Stockdale Highway Director Management, School of Bakersfield, CA 93309 Business at California State University, Bakersfield Alan H. Pierrot, M.D., Retired Orthopedic surgeon; 6107 N. Fresno, #101 Director General partner and Founder of Fresno, CA 93710 the Fresno Surgery Center, a mini hospital dedicated to the care of the elective surgery patient Steven C. Pumphrey, Executive Vice President/Chief 8405 N. Fresno Street Executive Vice President/Chief Credit Officer of ValliCorp and Fresno, CA 93720 Credit Officer its principal subsidiary, ValliWide Bank V. Eugene Ross, Real estate developer and 2541 Green Acres Drive Director business owner Visalia, CA 93291 Michael J. Ryan, Jr., Ryan Farms, a diversified 5039 N. Van Ness Director farming venture, and personal Fresno, CA 93711 investments and real estate
4 Larry A. Shehadey, Owner of Producers Dairy 144 E. Belmont Director Foods, Inc., Shehadey Fresno, CA 93701 Properties, and LAS Transportation Jerry K. Stanners, Business consultant, immediate 7238 Meadowbrook Ln. Director past President, Chief Executive Bakersfield, CA 93309 Officer and a Director of Freymiller Trucking, Inc. John H. Tait, Executive Vice President/Sales 8405 N. Fresno Street Executive Vice President/Sales and Service of ValliCorp's Fresno, CA 93720 and Service of ValliWide Bank principal subsidiary, ValliWide Bank Charles L. Tingey, Chairman of the Board of 1310 E. Shaw Ave. Director Directors and principal Fresno, CA 93710 stockholder of Charles Tingey Associates, Inc., a commercial industrial real estate brokerage firm
During the last five (5) years, none of ValliCorp or its executive officers or directors has been (a) convicted in a criminal proceeding (excluding traffic violations and 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 judgement, 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. ------------------------------------------------- ValliCorp's beneficial interest in the Shares which are the subject of this filing arise from (a) a Shareholder Agreement executed by nine (9) principal shareholders of the Issuer in favor of ValliCorp, whose names, residence or business addresses, and 5 principal occupation or employment are listed below (the "Bound Shareholders") and (b) an Investment Agreement entered into between the Issuer and ValliCorp with respect to 199,986 Shares as to which ValliCorp has been granted an option to acquire all or part for $10.00 per Share or $1,999,860 in the aggregate if the option to all of such Shares is exercised. The Shareholder Agreement and the Investment Agreement were executed and delivered in connection with the execution and delivery by ValliCorp of that certain Agreement and Plan of Reorganization dated as of March 27, 1996, between ValliCorp and the Issuer (the "Merger Agreement"). The Shareholder Agreement requires that the Bound Shareholders vote their shares (i) in favor of the Merger Agreement and the merger of Issuer with and into ValliCorp as described in the Merger Agreement (the "Merger"), and (ii) against any proposal or transaction which would in any manner impede, frustrate, prevent, or nullify the Merger or the Merger Agreement. Each of the Bound Shareholders is a United States citizen.
Principal Occupation or Employment and Name of Name and Number of Shares Employer Organization Address - ------------------------- --------------------- ------- John G. Briner Director, President and Chief 540 Wall Street 67,287 Shares Executive Officer of Issuer Auburn, CA 95603 Paul Brocker General Contractor and Cashier 540 Wall Street 6,046 Shares of the Issuer Auburn, CA 95603 D. Dwight Odom, M.D. Former Gynecologist and 335 Kilham Rd. 46,927 Shares President of D. Dwight Odom, Auburn, CA 95603 M.D., Inc. (Chairman of the Board of Issuer)
6
Principal Occupation or Employment and Name of Name and Number of Shares Employer Organization Address - ------------------------- --------------------- -------- Thomas E. Propp Managing Partner, CFO and 431 Olive Orchard Dr. 6,933 Shares CPA of Tate, Propp, Beggs & Auburn, CA 95603 Sugimoto, an accountancy corporation (Director of Issuer) Donald L. Robinson Owner and President of Don 2145 Grass Valley Hwy. 14,033 Shares Robinson Sand & Gravel, Inc. Auburn, CA 95603 and Don Robinson Construction, Inc. (Director of Issuer) Harry E. Sands Retired. Former business P.O. Box 298 37,192 Shares executive (Director of Issuer) Auburn, CA 95604 Virgil R. Traynor, D.V.M. Veterinarian and Owner of 1055 Grass Valley Hwy. 15,009 Shares Edgewood Veterinary Clinic Auburn, CA 95603 (Director of Issuer) Gary N. Weeks Owner and President of Marina 223 Lloyd St. 30,405 Shares Imports (Director of Issuer) Grass Valley, CA 95945 H. Roy Yamaski Landscape Architect, Owner 1130 Humbrey Way 27,343 Shares and President of Yamaski Auburn, CA 95603 Nursery
The Investment Agreement gives ValliCorp the option to purchase certain newly issued Shares of the Issuer on the occurrence of certain events therein described. The funds for the purchase of Shares subject to the Investment Agreement would be obtained from working capital funds of ValliCorp. Item 4. Purpose of Transaction. ---------------------- The Merger Agreement was entered into as of March 27, 1996 by the Issuer and ValliCorp. The Merger described in the Merger Agreement provides for the merger of the Issuer with and into ValliCorp with ValliCorp being the surviving corporation. By reason of the Merger, each of the Shares of the Issuer's Common Stock outstanding is to be converted into the right to receive .8209 shares of the Common Stock, par value One Cent ($.01) per 7 share, of ValliCorp ("ValliCorp Shares"), as such conversion ratio may be adjusted pursuant to the Merger Agreement. Consummation of the Merger is subject to the satisfaction of certain conditions, including approval of the transaction by the shareholders of the Issuer and receipt of necessary approvals from regulatory authorities, including the Federal Reserve Board. A copy of the Merger Agreement is incorporated into this statement as Exhibit "A." The description of the Merger Agreement set forth in this statement is qualified in its entirety by reference to Exhibit "A." In order to induce ValliCorp to enter into the Merger Agreement, certain principal shareholders of the Issuer entered into the Shareholder Agreement, which is also dated as of March 27, 1996. A copy of the form of the Shareholder Agreement is incorporated into this statement as Exhibit "B." The description of the Shareholder Agreement set forth in this statement is qualified in its entirety by reference to Exhibit "A," which is incorporated herein by reference. The original of the Shareholder Agreement was executed in the same form as Exhibit "B" by the Issuer, by ValliCorp, and by the Bound Shareholders as to the number of shares beneficially owned by each as set forth in Item 3 of this statement. The Shareholder Agreement provides, among other things, that the Bound Shareholders will vote or cause to be voted the 251,175 Shares beneficially owned by the Bound Shareholders (i) in favor of the Merger Agreement and (ii) against any proposal or transaction which would in any manner impede, frustrate, prevent, or nullify 8 the Merger or the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. The Shareholder Agreement also provides that its terms are binding upon any person to whom legal or beneficial ownership of the Shares shall pass by operation of law or otherwise and will extend to any shares acquired by the Bound Shareholders after the execution thereof. The purpose of obtaining the foregoing Shareholder Agreement is to cause the Shares to be voted in favor of the Merger. In order to facilitate the transactions contemplated by the Merger Agreement, the Issuer granted ValliCorp an option (the "Option") to purchase up to 199,986 Shares pursuant to the Investment Agreement, which is also dated as of March 27, 1996. A copy of the form of the Investment Agreement is incorporated into this statement as Exhibit "C." The description of the Investment Agreement set forth in this statement is qualified in its entirety by reference to Exhibit "A," which is incorporated herein by reference. The original of the Investment Agreement was executed in the same form as Exhibit "C" by the Issuer and ValliCorp. The Option may be exercised by ValliCorp in whole or in part, at any time, or from time to time, if any of the following circumstances occur: (a) any entity, person, or group (other than ValliCorp), within the meaning of Section 13(b)(3) of the Exchange Act (a "Person"), commences, or files a registration statement under the Securities Act with respect to, a tender offer or exchange offer to purchase any Shares of the Issuer such that, upon consummation of such offer, such Person would own or control 10% or 9 more of the then outstanding Shares; (b) the Issuer or any subsidiary of the Issuer authorizes, recommends, proposes, or publicly announces an intention to authorize, recommend or propose, or enters into, an agreement with any Person to (i) effect a merger, consolidation, or similar transaction involving Issuer or any of its subsidiaries, (ii) sell, lease, or otherwise dispose of assets of Issuer or its subsidiaries representing 10% or more of the consolidated assets of Issuer and its subsidiaries, or (iii) issue, sell, or otherwise dispose of securities representing 10% or more of the voting power of Issuer or any of its subsidiaries (any of the foregoing an "Acquisition Transaction"); (c) any Person acquires beneficial ownership or the right to acquire beneficial ownership, or any group is formed which beneficially owns or has the right to acquire beneficially ownership of, 10% or more of the then outstanding Shares; or (d) the holders of Shares do not approve the Merger Agreement at the meeting of such shareholders held for the purchase of voting on the Merger Agreement, or such meeting is not held or is cancelled prior to termination of the Merger Agreement, or Issuer's Board of Directors withdraws or modifies in any manner adverse to ValliCorp the unanimous recommendation of Issuer's Board of Director's with respect to the Merger Agreement, in each case after any Person shall have (i) publicly announced a proposal, or publicly disclosed an intention to make a proposal, to engage in an Acquisition Transaction, or (ii) filed an application (or given an notice) under the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978 for approval to engage in an Acquisition 10 Transaction. Notwithstanding the foregoing, the Option may not be exercised if either (A) any required governmental approvals have not been obtained with respect to such exercise or if such exercise would violate any applicable regulatory restrictions, or (B) at the time of exercise, ValliCorp is failing in any material respect to perform or observe its covenants or conditions under the Merger Agreement. The Investment Agreement provides that ValliCorp may assign and transfer the Option at any time after the Option becomes exercisable. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Under the terms of the Shareholder Agreement, the Bound Shareholders have agreed to vote or cause to be voted the 251,175 Shares beneficially owned by them in the manner specified in Item 4. Such amount is as of March 15, 1996, and includes 5,350 shares subject to options held by Bound Shareholders that were exercisable within 60 days of March 15, 1996. ValliCorp, therefore, beneficially owns by reason of the Shareholder Agreement for purposes of Rule 13d-3 under the Exchange Act 251,175 Shares. In addition, pursuant to the terms of the Investment Agreement, ValliCorp has the right to acquire, under certain circumstances, 199,986 Shares, which it therefore beneficially owns for purposes of Rule 13d-3, solely by reason of its right to acquire such Shares pursuant to the Investment Agreement. The total number of shares which ValliCorp beneficially owns for purposes of Rule 13d-3 is 451,161 Shares, which is the 11 total of the shares beneficially owned as described in the preceding two paragraphs. The 451,161 Shares beneficially owned is 37.3% of the sum of the shares of (i) the number of Shares of Issuer outstanding (1,004,955) as of March 15, 1996 according to Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, (ii) the 5,350 Shares acquirable by Bound Shareholders upon exercise of options held by them, and (iii) the 199,986 Shares issuable to ValliCorp if the Option under the Investment Agreement were exercised. (b) Unless and until the exercise of the Option to purchase Shares under the Investment Agreement, ValliCorp does not have the power to vote or direct the vote, or the power to dispose or direct the disposition of, the 199,986 Shares subject to the Option; however, ValliCorp has the right to dispose of its rights under the Investment Agreement at such time as the Option becomes exercisable. See Item 4 above. ValliCorp has shared power to vote or direct the vote of 251,175 Shares subject to the Shareholder Agreement insofar as ValliCorp has the power to vote and direct the vote of such Shares solely with respect to a vote by shareholders of the Issuer to approve the Merger, the Merger Agreement, and the transactions contemplated thereby and in opposition to any proposal or transaction that would in any manner impede, frustrate, prevent, or nullify the Merger, the Merger Agreement, or any of the other transactions contemplated thereby. The name, business or residence address, present occupation or employment, and citizenship of each of the Bound 12 Shareholders is set forth in Item 3 above. During the past five (5) years, none of the Bound Shareholders has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgement, 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. (c) Except as described above, neither ValliCorp nor any person named in Paragraph 2 above owns beneficially any shares or has effected any transaction in Shares during the sixty (60) days preceding the date of this statement. (d) To the best knowledge of ValliCorp, the Shares which are subject to the Investment Agreement have not been issued and therefore no persons presently have the right to receive the dividends from, or the proceeds from the sale of, such Shares. The Shareholder Agreement does not address the rights of the parties thereto to receive the dividends from, and the proceeds from the sale of, the Shares subject to such Agreement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect ---------------------------------------------------------------------- to Securities of the Issuer. - --------------------------- Other than as indicated elsewhere in this statement, neither ValliCorp nor any of the persons named in Item 2 hereof is a party to any contract, arrangement, understanding, or relationship (legal 13 or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer's securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. -------------------------------- The following are filed as exhibits to this statement: Exhibit "A" - Merger Agreement (being the Agreement and Plan of ----------- Reorganization between ValliCorp Holdings, Inc. and Auburn Bancorp, Inc. dated as of March 27, 1996), which is Exhibit "B" to ValliCorp's Current Report on Form 8-K (Commission File Number 18202) filed with the Commission with a Date of Report of March 27, 1996, and which is incorporated herein from such filing; Exhibit "B" - Form of Shareholder Agreement dated as of March 27, 1996, ----------- which is Exhibit 9.1 included within Exhibit "A" and is incorporated herein from the same filing referred to in the preceding paragraph; Exhibit "C" - Form of Investment Agreement dated as of March 27, 1996, ----------- which is Exhibit 9.2 included within Exhibit "A" and is incorporated herein from the same filing referred to in the paragraph preceding the preceding paragraph. 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. 14 VALLICORP HOLDINGS, INC. Dated: April 24, 1996 By: /s/ E.L. Herbert -------------------------- E.L. Herbert Executive Vice President/ General Counsel 15 EXHIBIT INDEX -------------
Exhibit ------- Description Letter ----------- ------ "A" Merger Agreement (being the Agreement and Plan of Reorganization between ValliCorp Holdings, Inc. and Auburn Bancorp, Inc. dated as of March 27, 1996)/(1)/ "B" Form of Shareholder Agreement dated as of March 27, 1996/(2)/ "C" Form of Investment Agreement dated as of March 27, 1996/(3)/
- ----------------------------- (1) Incorporated herein by reference to ValliCorp's Current Report on Form 8-K (Commission Number 18202) bearing a Date of Report of March 27, 1996 (the "March 27 Form 8-K"), where such Merger Agreement appears as Exhibit "B." (2) Incorporated herein by reference to the March 27 Form 8-K, where such Shareholder Agreement appears as Exhibit 9.1 within the Merger Agreement appearing as Exhibit "B" to the March 27 Form 8-K. (3) Incorporated herein by reference to the March 27 Form 8-K, where such Investment Agreement appears as Exhibit 9.2 within the Merger Agreement appearing as Exhibit "B" to the March 27 Form 8-K. 16 -----END PRIVACY-ENHANCED MESSAGE-----