-----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, A3tUuVqa2hnmB5RZe88SkivKOcPuWjdZ+FijaEoKZEaD7sLNumHVhwDzTwf3CrLw qDgSO8Mfvy5GG6B6VxyHGw== 0000950130-96-002383.txt : 19960627 0000950130-96-002383.hdr.sgml : 19960627 ACCESSION NUMBER: 0000950130-96-002383 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960626 SROS: NONE GROUP MEMBERS: PAUL TUDOR JONES, II GROUP MEMBERS: THE RAPTOR GLOBAL FUND L.P. GROUP MEMBERS: THE RAPTOR GLOBAL FUND LTD. GROUP MEMBERS: TUDOR ARBITRAGE PARTNERS L.P. GROUP MEMBERS: TUDOR BVI FUTURES, LTD. GROUP MEMBERS: TUDOR FUND FOR EMPLOYEES LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC CREST CAPITAL INC CENTRAL INDEX KEY: 0000912048 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 954437818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46233 FILM NUMBER: 96585755 BUSINESS ADDRESS: STREET 1: 30343 CANWOOD ST CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188653300 MAIL ADDRESS: STREET 1: 30343 CANWOOD STREET CITY: AGOURA HILLS STATE: CA ZIP: 91301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUDOR FUND FOR EMPLOYEES LP CENTRAL INDEX KEY: 0000861895 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 133543779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLZ 51ST FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2126026700 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10066 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Pacific Crest Capital, Inc. --------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 694166 10 9 ---------------------- (CUSIP Number) Andrew S. Paul, Esq. c/o Tudor Investment Corporation One Liberty Plaza (51st Floor) New York, New York 10006 (212) 602-6700 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 1995 ------------------------------------------------------- (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 [ ]. Page 1 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tudor Investment Corporation TIN: 22-2514825 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 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 - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 97,000 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 97,000 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ Page 2 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul Tudor Jones, II TIN: - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 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 of America - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 105,300 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 105,300 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,300 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ Page 3 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Raptor Global Fund Ltd. TIN: n/a - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 20,400 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 20,400 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,400 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ Page 4 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Raptor Global Fund L.P. TIN: 13-3735415 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 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 - ---------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 17,600 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 17,600 - ---------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,600 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------ Page 5 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tudor Arbitrage Partners L.P. TIN: 13-3496979 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 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 - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,300 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 8,300 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,300 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------ Page 6 - --------------------- CUSIP NO. 694166 10 9 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tudor BVI Futures, Ltd. TIN: n/a - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 59,000 EACH ----------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 59,000 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ Page 7 Item 1. Security and Issuer ------------------- This Amendment No. 1, dated June 26, 1996 to Statement on Schedule 13D relates to the common stock, par value $.01 per share ("Common Stock"), of Pacific Crest Capital, Inc., a Delaware corporation (the "Company"), and amends the Schedule 13D previously filed by Tudor Investment Corporation, a Delaware corporation ("TIC"), Paul Tudor Jones, II, a natural person and a citizen of the United States ("Mr. Jones"), The Raptor Global Fund Ltd., a company organized under the laws of the Cayman Islands ("Raptor Ltd."), The Raptor Global Fund L.P., a Delaware limited partnership ("Raptor L.P."), Tudor Arbitrage Partners L.P., a Delaware limited partnership ("TAP), Tudor BVI Futures, Ltd., a corporation organized under the laws of the British Virgin Islands ("Tudor BVI", and collectively with TIC, Mr. Jones, Raptor Ltd., Raptor L.P. and TAP, the "Reporting Persons") and Danforth, L.P. ("Danforth")./*/ The summaries of information on schedules attached hereto are qualified in their entirety by reference to such schedules, which are incorporated by reference herein. The Company's principal executive offices are located at 30343 Canwood Avenue, Agoura Hills, California 91301. Item 2. Identity and Background. ----------------------- The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor L.P., TAP and Tudor BVI. The business address of each of TIC, Mr. Jones, Raptor L.P. and TAP is c/o Tudor Investment Corporation, 600 Steamboat Road, Greenwich, Connecticut 06830. The business address of each of Raptor Ltd. and Tudor BVI is c/o Curacao International Trust Company N.V., Kaya Flamboyan 9, Curacao, Netherlands Antilles. TIC is an international money management firm that provides investment advice to Raptor Ltd., Raptor L.P. and Tudor BVI, among others. Mr. Jones' principal employment is as Chairman and Chief Executive Officer of TIC of which he owns a majority of the capital stock and voting securities. - --------------- /*/ For purposes of this Statement on Schedule 13D the Reporting Persons have filed as a "group". Nevertheless, the Reporting Persons hereby disclaim that they are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose. Page 8 Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI is an investment fund which principally invests in debt, equity, derivative securities and other financial instruments for the benefit of the holders of its partnership, stock and other capital securities. The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each natural person that is a director or executive officer of TIC, Raptor Ltd. or Tudor BVI is set forth on Schedule I hereto and is incorporated by reference herein. TIC is the sole general partner of Raptor L.P. Effective as of July 31, 1995, TIC ceased to provide investment advisory services to Danforth. Accordingly, Danforth is no longer included as a reporting person. During the last five years, none of the Reporting Persons, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person or any person listed on Schedule I was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The shares of Common Stock beneficially owned by each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI were acquired in open market purchases for cash. The sources of the funds used to purchase the shares of Common Stock by each of the Reporting Persons were (i) capital contributions to such Reporting Person, (ii) the proceeds of transactions with respect to prior investments held by such Reporting Persons, and (iii) cash borrowed pursuant to margin loans with Morgan Stanley & Co. Incorporated, which are secured by all of the shares of Common Stock held by each such Reporting Person. Page 9 Item 4. Purpose of Transaction. ---------------------- Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI initially acquired the Common Stock beneficially owned by such Reporting Person for investment purposes. Each of such Reporting Persons intends to continue to evaluate their respective investments in Common Stock based on the Company's financial condition, results of operations and prospects as well as other then existing or anticipated facts and circumstances including general economic, market and other financial conditions. Accordingly, each of the Reporting Persons reserves the right to change its plans and intentions with respect to its investment in securities of the Company at any time, as it deems appropriate. In particular, each of the Reporting Persons may at any time and from time to time (i) acquire additional shares of Common Stock, (ii) dispose of Common Stock, or (iii) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the Common Stock. There can be no assurance that any Reporting Person will increase or decrease his investment in the Company or as to the number of shares of Common Stock or derivative securities that may be bought or sold in any such transactions. Except as set forth in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the transactions, actions or events enumerated in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ There have been no transactions by the Reporting Persons since the transactions on June 21, 1995 which were previously reported in the Schedule 13D. As of December 18, 1995, as a result of the conversion of shares of preferred stock for Common Stock by certain of the Company's shareholders other than the Reporting Persons, none of the Reporting Persons remained the beneficial owner, pursuant to Rule 13(d)(1)(i), of more than 5% of the Common Stock of the Company. Because TIC is the sole general partner of Raptor L.P. and provides investment advisory services to Raptor Ltd., Raptor L.P. and Tudor BVI, TIC may be deemed to beneficially own the shares of Common Stock owned by each of such Reporting Persons. In addition, because Mr. Jones owns a majority of the capital stock and voting securities of TIC and indirectly owns a majority of the equity interests in the general partner of TAP, Mr. Jones may be Page 10 deemed to beneficially own the shares of Common Stock deemed beneficially owned by TIC and TAP. Based on the information provided by the Company that there are approximately 2,959,698 shares of Common Stock issued and outstanding, each Reporting Person beneficially owns (or, with respect to TIC and Mr. Jones, may be deemed to beneficially own) the number and percentage of outstanding shares of Common Stock listed in the responses to Items 11 and 13, respectively, of the cover page filed herewith for such Reporting Person. In addition, the number of shares of Common Stock beneficially owned (or, with respect to TIC and Mr. Jones, which may be deemed beneficially owned) by each Reporting Person with respect to which such Reporting Person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page filed herewith for such Reporting Person. The voting and dispositive power is reported as shared because each of the Reporting Persons (other than TIC and Mr. Jones) has the power to remove TIC as its investment advisor or general partner. Each of the Reporting Persons (other than TIC and Mr. Jones) expressly disclaim beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person and each of TIC and Mr. Jones disclaim beneficial ownership of the Common Stock beneficially owned by Raptor Ltd., Raptor L.P., TAP, Tudor BVI. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------- Except as set forth in this Schedule 13D, none of the Reporting Person has any contracts, arrangements, understandings or relationships with respect to securities of the Company. Item 7. Material to Be Filed as Exhibits -------------------------------- (1) Joint Filing Agreement (previously filed) Page 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: June 26, 1996 TUDOR INVESTMENT CORPORATION By: /s/ Andrew S. Paul ------------------ Name: Andrew S. Paul Title: Vice President & General Counsel /s/ Paul Tudor Jones, II ------------------------ Paul Tudor Jones, II THE RAPTOR GLOBAL FUND LTD. By: TUDOR INVESTMENT CORPORATION, Trading Advisor By: /s/ Andrew S. Paul -------------------- Name: Andrew S. Paul Title: Vice President & General Counsel THE RAPTOR GLOBAL FUND L.P. By: TUDOR INVESTMENT CORPORATION, General Partner By: /s/ Andrew S. Paul -------------------- Name: Andrew S. Paul Title: Vice President & General Counsel Page 12 TUDOR ARBITRAGE PARTNERS L.P. By: TUDOR GLOBAL TRADING LLC, General Partner By: /s/ Andrew S. Paul -------------------- Name: Andrew S. Paul Title: Vice President & General Counsel TUDOR BVI FUTURES, LTD. By: TUDOR INVESTMENT CORPORATION, Trading Advisor By: /s/ Andrew S. Paul ------------------ Name: Andrew S. Paul Title: Vice President & General Counsel Page 13 Schedule I EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS I. TIC The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each executive officer or director of TIC is set forth below. Unless otherwise indicated (i) the principal occupation or employment of such person is as an executive officer or director of TIC, (ii) the business address of such person is c/o TIC at the address of TIC set forth under Item 2 of this Schedule 13D, (iii) such person is a citizen of the United States and (iv) to the knowledge of the Reporting Persons, such person does not beneficially own and has not had any transactions in the Common Stock. Principal Occupation/ Name Business Address - ---- ----------------------------- Paul Tudor Jones, II/*/ Chairman of the Board of Directors, Chief Executive Officer of TIC. Mark F. Dalton Director, President and Chief Operating Officer of TIC. Patrick A. Keenan Director, Vice President and Chief Financial Officer of TIC. Mark A. Heffernan Director of TIC. Mr. Heffernan trades in Citizen of United securities and other financial instruments Kingdom for Tudor Proprietary Trading L.L.C. and certain investment funds advised by Tudor Capital (U.K), L.P., both of which are located at The Upper Mill, Kingston Road, Ewell, Surrey KT17 2AF, England. Andrew S. Paul Director, Vice President, General Counsel and Corporate Secretary of TIC. Richard L. Fisher Director of TIC. Mr. Fisher is Vice President of Investments and Acquisitions and a Managing Director of Dunavant Enterprises, Inc., 3797 Getwell Road, Memphis, TN 38118. - --------------- /*/ See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential beneficial ownership of Common Stock. Page 14 II. RAPTOR LTD. The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each executive officer or director of Raptor Ltd. is set forth below. Unless otherwise indicated (i) the principal occupation or employment of such person is as set forth below, (ii) the business address of such person is c/o Inter Caribbean Services Ltd., (iii) such person is a citizen of the country set forth below and (iv) to the knowledge of the Reporting Persons, such person does not beneficially own and has not had any transactions in the Common Stock. Principal Occupation/ Name Business Address - ---- ------------------------------- Inter Caribbean Services Ltd. Director of Raptor Ltd. The principal Incorporated in British place of business of Inter Caribbean Virgin Islands Services Ltd. is c/o Curacao International Trust Company N.V. ("CITCO"), Kaya Flamboyan 9, Netherlands Antilles. Bernard A. Loze Director of Raptor Ltd. Chairman and Chief Citizen of France Executive Officer of Loze et Associe, 43, Avenue Marceau, Paris 75116, France, which is a consulting firm that provides financial and investment advice to international clients. Arpad A. Busson Director of Raptor Ltd. Chairman of European Citizen of France Investment Managers, c/o Harney, Westwood & Riegels, P.O. Box 71, Road Town, Tortola, British Virgin Islands, which is a consulting and money management firm. Page 15 III. TUDOR BVI The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each executive officer or director of Tudor BVI is set forth below. To the knowledge of the Reporting Persons, the below listed persons neither currently beneficially own nor have had any transactions in the Common Stock. Principal Occupation/ Name Business Address - ---- ------------------------------- Inter Caribbean Services Ltd. Director of Tudor BVI. See information under Raptor Ltd. David P. d'Abrumenil Director of Tudor BVI. Citizen of United Kingdom Chairman, Lionspring Enterprises Limited, 36 John Street, London WC1N 2AT, England, which is a financial consulting firm. Jean-Pierre Jacquemoud Director of Tudor BVI. Attorney, Citizen of Switzerland Jacquemoud & Stanislas, 2, rue Bellow, Geneva 1206, Switzerland. Bernard A. Loze Director of Tudor BVI. See information under Raptor Ltd. Arpad A. Busson Director of Tudor BVI. See information under Raptor Ltd. Page 16 -----END PRIVACY-ENHANCED MESSAGE-----