-----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, D1fd8VdPQhqnnQfzQGZcEDHqN0zUDDhcsCtLXY6lA29OW1hxiMhOmLpbwbQR1ChG sKz77qoRiPdLKdrmnC2csQ== 0000950162-97-000312.txt : 19970407 0000950162-97-000312.hdr.sgml : 19970407 ACCESSION NUMBER: 0000950162-97-000312 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970404 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRUS RESEARCH INSTITUTE INC CENTRAL INDEX KEY: 0000902010 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223098869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49497 FILM NUMBER: 97574878 BUSINESS ADDRESS: STREET 1: 61 MOULTON ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6178646232 MAIL ADDRESS: STREET 1: 61 MOULTON ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DILLON READ HOLDING INC/DILLON READ INC/ ET AL CENTRAL INDEX KEY: 0000904723 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133634771 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129067324 MAIL ADDRESS: STREET 1: 535 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VIRUS RESEARCH INSTITUTE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 927920108 - -------------------------------------------------------------------------------- (CUSIP Number) GEORGE H. HOWARD, III, DILLON, READ & CO. INC., 535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 21, 1997 - -------------------------------------------------------------------------------- (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 |X|. 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). Page 1 of 99 Pages SCHEDULE 13D - --------------------------------- ---------------------------------------- CUSIP No. 927920108 Page 2 of 99 Pages ----------- ------- -------- - ---------------------------------- ---------------------------------------- - ----------------------------------------------------------------- -------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dillon, Read Holding Inc. I.R.S. No. 13-3634771 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 902,963 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 902,963 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Dillon, Read Holding Inc. disclaims beneficial ownership of 902,963 shares attributed to it through its ownership of Dillon, Read Inc. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.25% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 99 Pages SCHEDULE 13D - ---------------------------------- ---------------------------------------- CUSIP No. 927920108 Page 3 of 99 Pages ----------- ------- -------- - ---------------------------------- ---------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dillon, Read Inc. I.R.S. No. 13-3404336 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 902,963 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 902,963 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Dillon, Read Inc. disclaims beneficial ownership of 902,963 shares attributed to it through its ownership of Dillon, Read and Co. Inc.. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.25% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 99 Pages SCHEDULE 13D - ---------------------------------- ---------------------------------------- CUSIP No. 927920108 Page 4 of 99 Pages ----------- ------- -------- - ---------------------------------- ---------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dillon, Read & Co. Inc. I.R.S. No. 13-1939216 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 902,963 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 902,963 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The reporting person reports 902,963 shares held for managed accounts and the reporting person disclaims beneficial ownership of such shares. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.25% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 99 Pages SCHEDULE 13D - ---------------------------------- ---------------------------------------- CUSIP No. 927920108 Page 5 of 99 Pages ----------- ------- -------- - ---------------------------------- ---------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Concord Partners II, L.P. I.R.S. No. 13-3421365 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 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) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 682,921 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 682,921 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,921 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.75% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 of 99 Pages SCHEDULE 13D - ---------------------------------- ---------------------------------------- CUSIP No. 927920108 Page 6 of 99 Pages ----------- ------- -------- - ---------------------------------- ---------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lexington Partners IV, L.P. I.R.S. No. 13-3665818 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 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) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9,182 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,182 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,182 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 6 of 99 Pages Item 1. Security and Issuer This Schedule 13D relates to the common stock (the "Common Stock") of Virus Research Institute, Inc. (the "Company"), whose principal executive offices are located at 61 Moulton Street, Cambridge, Massachusetts 02138. Item 2. Identity and Background This statement is filed by each of the following persons: (i) Dillon, Read Holding Inc. ("DR Holding"); (ii) Dillon, Read Inc. ("DRI"); (iii) Dillon, Read & Co. Inc. ("Dillon Read"); (iv) Concord Partners II, L.P. ("Concord II"); and Lexington Partners IV, L.P. ("Lexington IV"), which are sometimes referred to collectively herein as the "Reporting Persons." Concord II and Lexington IV are sometimes referred to collectively herein as the "Funds." DR Holding is a corporation organized under the laws of the State of Delaware, whose principal office and business address is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The principal business of DR Holding is the ownership of all of the outstanding shares of common stock of DRI. DRI, a wholly owned subsidiary of DR Holding, is a corporation organized under the laws of the State of Delaware, whose principal office and business address is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Dillon Read, a wholly owned subsidiary of DRI, is a corporation organized under the laws of the State of Connecticut, whose principal office and business address is 535 Madison Avenue, New York, New York 10022. The principal business of DRI is the ownership of all of the outstanding shares of common stock of Dillon Read, whose principal business is investment banking and securities brokerage and trading. Concord II, a limited partnership organized under the laws of the State of Delaware, has its principal office and business address at 535 Madison Avenue, New York, New York 10022. The principal business of Concord II is investing in venture capital transactions. -2- Lexington IV, a limited partnership organized on behalf of certain officers of Dillon Read to invest in securities issued in transactions in which Dillon Read is involved, was formed under the laws of the State of Delaware and has its principal office and business address at 535 Madison Avenue, New York, New York 10022. The partnership agreement with respect to Concord II provides that the management, operation and investment policy (which includes the right to vote or power to direct the disposition of securiites) of the partnership shall be vested exclusively in its general partner, which is Venture Associates II, L.P. ("Venture Associates II"). Venture Associates II is a limited partnership organized for the purpose of being the general partner of Concord II. Pursuant to the Concord II partnership agreement, Venture Associates II may delegate its authority to manage Concord II to another party. Dillon Read has been appointed manager of Concord II by Venture Associates II, and as such, has the power to vote and the power to dispose of the securities reported in this Schedule 13D as being owned by Concord II. The partnership agreement with respect to Lexington IV provides that the management, operation and investment policy (which includes the right to vote and power to direct the disposition -3- of securities) of Lexington IV shall be vested exclusively in its general partner, which is DRMC Inc. DRMC Inc. is wholly owned by DRI, and as such, DRI may have the power to vote and the power to dispose of the securities reported in this Schedule 13D as being owned by Lexington IV. The names, addresses, citizenships and principal occupations or employments of the respective directors and executive officers of DR Holding, DRI and Dillon Read are set forth in Exhibits A, B and C, respectively, attached hereto, which are incorporated herein by reference. Except as set forth in Exhibits A, B and C hereto and in the following paragraph, none of the Reporting Persons, nor, to the best knowledge of any of the Reporting Persons, any other person identified pursuant to this Item 2, within the last five years was (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violations of such laws. On January 16, 1992, Dillon Read (along with 97 other securities firms), without admitting or denying any findings, consented to the entry of an Order in settlement of an SEC Administrative Proceeding (File No. 3-7646) entitled In the Matter of the Distribution of Securities Issued by Certain Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings that Dillon Read made and kept certain records that did not accurately reflect Dillon Read's customers' orders for certain GSE securities in violation of Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided that Dillon Read shall cease and desist from any violation in the future, pay a penalty of $100,000, and maintain policies and procedures reasonably designed to ensure future compliance with the provisions of Section 17(a) and Rules 17a-3 and 17a-4 thereunder. Item 3. Source and Amount of Funds or Other Consideration On March 17, 1993, Dillon Read, as agent, Concord II and Lexington IV purchased Series B Preferred Stock ("Series B Preferred Stock"). On April 21, 1994, Dillon Read, as agent, Concord II and Lexington IV purchased Series C Preferred Stock ("Series C Preferred Stock", and, together with the Series B Preferred Stock, the "Preferred Stock".) On each of October 4, 1995, November 13, 1995 and December 13, 1995, Dillon Read, as agent, and Concord II purchased promissory notes of the Company (collectively, the "Promissory Notes"). The Preferred Stock and the Promissory Notes were convertible into Common Stock. -4- With respect to the investments made by each of the Funds in the Company, Concord II and Lexington IV purchased the shares of the Company purchased by it with partnership funds made available to it pursuant to a capital call from its limited partners. As set forth under Items 5 and 6 below, 210,860 shares of Common Stock (including 2,764 warrants) owned of record by Dillon Read (the "Agency Shares") are held by it as agent for certain managing directors, former managing directors, officers and former officers of Dillon Read listed on Exhibit D, attached hereto and incorporated herein by reference, under powers of attorney pursuant to which Dillon Read has been granted sole voting power and sole investment power with respect to such securities. The source and the aggregate amount of funds used to purchase the Common Stock by each of the persons listed on Exhibit D hereto is set forth in Exhibit D hereto. The table below sets forth the aggregate amount of funds used in making the purchases of the Common Stock by each of the Funds and Dillon Read, as agent. -5-
Common Stock Originally Total Price of Purchaser Purchased(1) Common Stock - --------- ------------ -------------- Concord II 861,736 $3,870,335.95 Lexington IV 9,182 41,999.65 Dillon Read 208,096 947,347.90
Item 4. Purpose of Transaction All of the shares of Common Stock were acquired by the Reporting Persons in transactions originally involving investments in the Company by the Reporting Persons, as more fully described in Item 3 of this Schedule 13D. The Funds acquired the Common Stock owned of record by them in the ordinary course of their respective investment activities and as contemplated by their organizational documents. Dillon Read acquired the 210,860 Agency Shares (including 2,764 warrants) owned of record by it pursuant to powers of attorney executed by the individuals listed on Exhibit D hereto. By reason of Dillon Read's relationship with the Funds (see Item 2), Dillon Read may be in a position to influence whether the Company engages in certain corporate transactions, including those transactions enumerated under paragraphs (a) through (j) of Item 4 of Schedule 13D. - -------- 1 Represents the number of shares of Common Stock of the Company issued upon conversion of the Preferred Stock and the Promissory Notes. -6- Except as described in this Statement, as of the date hereof, the Reporting Persons have not formulated any specific plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"); or (j) any action similar to any of those enumerated above. Item 5. Interests in Securities of the Issuer (a) By reason of their relationship with Dillon Read (see Item 2), as of March 21, 1997, DR Holding and DRI may be deemed pursuant to Rule 13d-3 under the Act ("Rule 13d-3") to beneficially own 902,963 shares of Common Stock (including 20,449 warrants), representing 10.25% of the outstanding shares of Common Stock reported by the Company to be outstanding at December 31, 1996 (the "Outstanding Shares"). DR Holding and DRI disclaim beneficial ownership of all shares of Common Stock held by Dillon Read and the Funds. By reason of Dillon Read's relationship with the Funds (see Item 2), as of March 21, 1997, Dillon Read may be deemed pursuant to Rule 13d-3 to beneficially own 902,963 shares of Common Stock (including 20,449 warrants)(and including the 210,860 Agency Shares held by Dillon Read as agent for the persons listed on Exhibit D hereto), representing 10.25% of the Outstanding Shares. -7- As of March 21, 1997, Concord II beneficially owns 682,921 shares of Common Stock (including 17,685 warrants), representing 7.75% of the Outstanding Shares. Lexington IV beneficially owns 9,182 shares of Common Stock, representing .1% of the Outstanding Shares. In addition, as of March 21, 1997, DRI and the individuals named in Exhibit D hereto may be deemed to beneficially own the 210,860 Agency Shares (including 2,764 warrants), representing 2.4% of the Outstanding Shares; however, pursuant to powers of attorney executed by each such individual in favor of Dillon Read, Dillon Read has been granted sole voting power and sole investment power with respect to the Agency Shares. Accordingly, each such person disclaims beneficial ownership of the Agency Shares held by Dillon Read for his economic benefit. The name of each such person and the number of Agency Shares and other shares of Common Stock and the percentage of the Outstanding Shares as to which each such person disclaims or affirms beneficial ownership are set forth in Exhibit D hereto, which is incorporated herein by reference. Except as set forth herein, to the best knowledge of the Reporting Persons, none of the other persons identified in this filing currently owns, or has any right to acquire, any shares of the Common Stock. (b) As noted in Items 2 and 5(a), Dillon Read has the voting power and investment power with respect to the shares of Common Stock reported in this Statement as being beneficially owned by the Funds, and with respect to the Agency Shares. By reason of their relationship with one another, Dillon Read, DRI and DR Holding may be deemed to share voting and dispositive powers as to all of the shares of Common Stock reported in Item 5(a) that Dillon Read may be deemed to beneficially own; however, as noted above, DR Holding and DRI disclaim beneficial ownership of such shares. (c) From February 12, 1997, through March 21, 1997, the Fund sold the following shares: Trade Net Price Date Quantity Per Share Concord Partners II, L.P. 02/12/97 12,500 7.18 02/13/97 30,000 7.28 02/14/97 800 7.55 02/18/97 10,000 7.43 02/19/97 10,000 7.43 02/20/97 15,000 7.47 02/21/97 10,000 7.80 02/24/97 5,000 7.80 02/25/97 200 7.80 02/28/97 500 7.80 03/03/97 500 7.68 03/06/97 24,500 8.20 03/07/97 2,500 8.18 03/08/97 3,000 8.18 03/20/97 2,000 7.43 03/21/97 70,000 7.18 (d) To the best knowledge of the Reporting Persons, no person other than those identified in this Schedule has the right to receive or the power to direct the receipt of -8- dividends from, or the proceeds from the sale of, the securities reported on this Schedule. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Rela- tionships with Respect to Securities of the Issuer Attached hereto and incorporated herein by reference is Exhibit G, Form of Warrant, with respect to the warrants to purchase Common Stock of the Company, issued to certain of the Reporting Persons. Attached hereto and incorporated herein by reference is Exhibit H, Form of Warrant Agreement, with respect to the warrants to purchase Common Stock of the Company, issued to certain of the Reporting Persons. Item 7. Material to be Filed as Exhibits Exhibit A - Executive Officers and Directors of Dillon, Read Holding Inc. Exhibit B - Executive Officers and Directors of Dillon, Read Inc. Exhibit C - Executive Officers and Directors of Dillon, Read & Co. Inc. Exhibit D - Ownership of Common Stock by Managing Direc- tors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. Exhibit E - Joint Filing Agreement Pursuant to Rule 13d-1(f). Exhibit F - Form of Power of Attorney Executed by Persons Listed in Exhibit D. Exhibit G - Form of Warrant. Exhibit H - Form of Warrant Agreement. SIGNATURES The undersigned certify that, after reasonable inquiry and to the best of their respective knowledge and belief, the information set forth in the Schedule 13D is true, complete and correct. DILLON, READ HOLDING INC. By: /s/ David W. Niemiec ---------------------------- Name: David W. Niemiec Title: Vice Chairman DILLON, READ INC. By: /s/ David W. Niemiec ---------------------------- Name: David W. Niemiec Title: Secretary DILLON, READ & CO. INC. By: /s/ David W. Niemiec ---------------------------- Name: David W. Niemiec Title: Vice Chairman LEXINGTON PARTNERS IV, L.P. By: DRMC Inc., its General Partner By: /s/ David W. Niemiec ------------------------- Chairman CONCORD PARTNERS II, L.P. By: Venture Associates II, L.P., its General Partner By: Dillon, Read Inc., its General Partner By: /s/ Peter A. Leidel -------------------------- Attorney-in-Fact Dated: April 3, 1997 SCHEDULE 13D EXHIBIT A Executive Officers and Directors of Dillon, Read Holding Inc. NAME: John P. Birkelund RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Chairman, Director and Managing Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA NAME: David W. Niemiec RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director, Managing Director, Treasurer and Secretary of Dillon, Read & Co. Inc. CITIZENSHIP: USA -2- SCHEDULE 13D EXHIBIT A Executive Officers and Directors of Dillon, Read Holding Inc. NAME: Francois de Saint Phalle RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director and Man- aging Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA NAME: Franklin W. Hobbs, IV RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: President, Chief Executive Officer, Director and Managing Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA -3- SCHEDULE 13D EXHIBIT A Executive Officers and Directors of Dillon, Read Holding Inc. NAME: Leendert C. Grijns RESIDENCE OR Internationale Nederlanden (U.S.) BUSINESS ADDRESS: Capital Corporation 135 East 57th Street New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Internationale Nederlanden (U.S.) Capital Corporation (b) Address: 135 East 57th Street New York, NY 10022 (c) Title: Chairman CITIZENSHIP: Dutch NAME: Jan Hessel Lindenbergh RESIDENCE OR ING Bank BUSINESS ADDRESS: De Amsterdam Poort 1102 MG Amsterdam Zuiboost The Netherlands PRINCIPAL OCCUPATION: (a) Name: ING Bank (b) Address: De Amsterdam Poort 1102 MG Amsterdam Zuiboost The Netherlands (c) Title: Director CITIZENSHIP: HOLLAND SCHEDULE 13D EXHIBIT B Executive Officers and Directors of Dillon, Read Inc. NAME: John P. Birkelund RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Chairman, Director and Managing Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA NAME: David W. Niemiec RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director, Managing Director, Treasurer and Secretary of Dillon, Read & Co. Inc. CITIZENSHIP: USA -2- SCHEDULE 13D EXHIBIT B Executive Officers and Directors of Dillon, Read Inc. NAME: Francois de Saint Phalle RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director and Man- aging Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA NAME: Franklin W. Hobbs, IV RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: President, Chief Executive Officer, Director and Managing Director of Dillon, Read & Co. Inc. CITIZENSHIP: USA SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: John P. Birkelund RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Chairman, Director and Managing Director CITIZENSHIP: USA NAME: David W. Niemiec RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director, Managing Director, Treasurer and Secretary CITIZENSHIP: USA -2- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Francois de Saint Phalle RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Vice Chairman, Director and Man- aging Director CITIZENSHIP: USA NAME: Franklin W. Hobbs, IV RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: President, Chief Executive Officer, Director and Managing Director CITIZENSHIP: USA -3- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Barbara T. Alexander RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Sharyar Aziz RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -4- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Tamara A. Baum RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: James H. Brandi RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -5- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: William S. Brenizer RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: James C. Brennan RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -6- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: John G. Brim RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Michael A. Cilia RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -7- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Frank V. Colombo RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Kenneth S. Crews RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 (c) Title: Director and Managing Director CITIZENSHIP: USA -8- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: David M. Dickson, Jr. RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Charles P. Durkin, Jr. RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -9- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Blair W. Effron RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Raul P. Esquivel RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -10- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Peter M. Flanigan RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director CITIZENSHIP: USA NAME: Thomas J. Hartfield RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -11- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: John H.F. Haskell, Jr. RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Anthony B. Helfet RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 555 California Street, Suite 4950 San Francisco, CA 94104 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 555 California Street, Suite 4950 San Francisco, CA 94104 (c) Title: Director and Managing Director CITIZENSHIP: USA -12- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: William O. Hiltz RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Robert H. Hotz RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -13- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: James W. Hunt RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Peter H. Imhoff RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -14- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Yerger Johnstone RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 60 London Wall London EC2M 5TQ United Kingdom PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: UK NAME: Craig A.T. Jones RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 260 Franklin Street - 15th Floor Boston, MA 02110 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 260 Franklin Street - 15th Floor Boston, MA 02110 (c) Title: Director and Managing Director CITIZENSHIP: USA -15- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Kenjiro Kawaguchi RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: Imperial Tower, 6th Floor 1-1-1 Uschisaiwai-cho Chiyoda-ku Tokyo, Japan PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: Imperial Tower, 6th Floor 1-1-1 Uschisaiwai-cho Chiyoda-ku Tokyo, Japan (c) Title: Director and Managing Director CITIZENSHIP: Japan NAME: Patrick J. Landers RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -16- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Bryan H. Lawrence RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: J. Richard Leaman, III RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -17- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Richard R. Macek RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 120 Wall Street New York, NY 10005 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 120 Wall Street New York, NY 10005 (c) Title: Controller, Director and Managing Director CITIZENSHIP: USA NAME: Daniel F. Marciano RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -18- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Cynthia R. Melcher RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Richard J. Milligan RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -19- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Richard H. Montague RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Robert Moulton-Ely RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -20- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: John H. Mullin, III RESIDENCE OR Ridgeway Farm Inc. BUSINESS ADDRESS: Route 2 Box 380 Brookneal, VA 24528 PRINCIPAL OCCUPATION: (a) Name: Ridgeway Farm Inc. (b) Address: Route 2 Box 380 Brookneal, VA 24528 (c) Title: Shade Tree Farmer CITIZENSHIP: USA NAME: Christian L. Oberbeck RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -21- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Victor A. Pelson RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director CITIZENSHIP: USA NAME: Robert A. Pilkington RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: UK -22- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Thomas L. Piper, III RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Jerome H. Powell RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -23- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: William P. Powell RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Eric W. Roberts RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -24- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Kenneth M. Schmidt RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: H.C. Bowen Smith RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -25- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Richard R.S. Smith RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Danforth H. Starr RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director CITIZENSHIP: USA -26- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Jason D. Sweet RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 3950 Trammel Crow Lane 2001 Ross Avenue Dallas, TX 75201 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: F. Davis Terry, Jr. RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -27- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Lorenzo D. Weisman RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: France NAME: Edward B. Whitney RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -27- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: George A. Wiegers RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director CITIZENSHIP: USA NAME: John E. Wilson RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA -28- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Robert A. Young RESIDENCE OR Dillon, Read & Co. Inc. BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Dillon, Read & Co. Inc. (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Director and Managing Director CITIZENSHIP: USA NAME: Simon A. Borrows RESIDENCE OR Baring Brothers International Limited BUSINESS ADDRESS: 60 London Wall London EC2M 5TQ United Kingdom PRINCIPAL OCCUPATION: (a) Name: Baring Brothers International Limited (b) Address: 60 London Wall London EC2M 5TQ United Kingdom (c) Title: Director CITIZENSHIP: UK -29- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Leendert C. Grijns RESIDENCE OR Internationale Nederlanden (U.S.) BUSINESS ADDRESS: Capital Corporation 135 East 57th Street New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Internationale Nederlanden (U.S.) Capital Corporation (b) Address: 135 East 57th Street New York, NY 10022 (c) Title: Chairman CITIZENSHIP: Dutch NAME: James R.C. Lupton RESIDENCE OR Baring Brothers International Limited BUSINESS ADDRESS: 60 London Wall London EC2M 5TQ United Kingdom PRINCIPAL OCCUPATION: (a) Name: Baring Brothers International Limited (b) Address: 60 London Wall London EC2M 5TQ United Kingdom (c) Title: Executive Director CITIZENSHIP: UK -30- SCHEDULE 13D EXHIBIT C Executive Officers and Directors of Dillon, Read & Co. Inc. NAME: Michael D.G. Ross RESIDENCE OR Baring Brothers International Limited BUSINESS ADDRESS: 535 Madison Avenue New York, NY 10022 PRINCIPAL OCCUPATION: (a) Name: Baring Brothers International Limited (b) Address: 535 Madison Avenue New York, NY 10022 (c) Title: Managing Director CITIZENSHIP: UK SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Dennis Adler NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 575 AMOUNT AND SOURCE OF FOUNDS: $2,499.30 PERCENTAGE OF COUTSTANDING COMMON STOCK: .006% NAME: Karen Adler-Esterow NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 804 (includes 10 warrants) AMOUNT AND SOURCE OF FUNDS: $3,499.30 PERCENTAGE OF OUTSTANDING COMMON STOCK: .009% -2- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: John P. Birkelund NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 11,919 AMOUNT AND SOURCE OF FUNDS: $54,191.40 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% NAME: John G. Brim NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 14,493 (includes 360 warrants) AMOUNT AND SOURCE OF FUNDS: $59,189.95 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% -3- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: James P. Connelly NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,670 AMOUNT AND SOURCE OF FUNDS: $7,498.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: Graham K. Crooke* NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,375 AMOUNT AND SOURCE OF FUNDS: $6,600 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% * In addition, Mr. Crooke owns 1,125 shares which he purchased, in the open market, at a price of $6.50 per share. -4- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Douglas A. Darby NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,718 AMOUNT AND SOURCE OF FUNDS: $7,849.75 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: Kathleen M. Devlin NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,874 (includes 49 warrants) AMOUNT AND SOURCE OF FUNDS: $7,998.40 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% -5- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: David Dewey NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 230 AMOUNT AND SOURCE OF FUNDS: $1,000.50 PERCENTAGE OF OUTSTANDING COMMON STOCK: .003% NAME: Charles P. Durkin, Jr. NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 3,448 AMOUNT AND SOURCE OF FUNDS: $15,000.25 PERCENTAGE OF OUTSTANDING COMMON STOCK: .04% -6- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: James L. Elrod, Jr. NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 3,146 AMOUNT AND SOURCE OF FUNDS: $14,067.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .04% NAME: Marc Fasteau NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 4,452 (includes 67 warrants) AMOUNT AND SOURCE OF FUNDS: $20,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .05% -7- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Peter M. Flanigan NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 3,729 (includes 91 warrants) AMOUNT AND SOURCE OF FUNDS: $15,000.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .04% NAME: Martin J. Flynn NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 968 (includes 11 warrants) AMOUNT AND SOURCE OF FUNDS: $4,000.56 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -8- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Harry Hagerty, III NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,315 AMOUNT AND SOURCE OF FUNDS: $6,000.05 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% NAME: Thomas J. Hartfield NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 351 (includes 9 warrants) AMOUNT AND SOURCE OF FUNDS: $1,499.20 PERCENTAGE OF OUTSTANDING COMMON STOCK: .004% -9- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: John H.F. Haskell, JR. NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 10,246 (includes 249 warrants) AMOUNT AND SOURCE OF FUNDS: $41,070.20 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% NAME: Anthony B. Helfet NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 5,208 AMOUNT AND SOURCE OF FUNDS: $25,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% -10- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: E. Terri Herman NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 352 (includes 9 warrants) AMOUNT AND SOURCE OF FUNDS: $1,408.50 PERCENTAGE OF OUTSTANDING COMMON STOCK: .004% NAME: Diana Hoadley NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 485 (includes 6 warrants) AMOUNT AND SOURCE OF FUNDS: $1,999.55 PERCENTAGE OF OUTSTANDING COMMON STOCK: .005% -11- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Franklin W. Hobbs, IV NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 2,654 (includes 31 warrants) AMOUNT AND SOURCE OF FUNDS: $11,067.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .03% NAME: Robert H. Hotz NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 2,634 (includes 64 warrants) AMOUNT AND SOURCE OF FUNDS: $10,550.60 PERCENTAGE OF OUTSTANDING COMMON STOCK: .03% -12- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Peter H. Imhoff NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 661 (includes 8 warrants) AMOUNT AND SOURCE OF FUNDS: $3,000.00 PERCENTAGE OF OUTSTANDING COMMON STOCK: .007% NAME: Craig A.T. Jones NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 8,146 (includes 99 warrants) AMOUNT AND SOURCE OF FUNDS: $34,999.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .09% -13- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Roger C. Jones NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 787 AMOUNT AND SOURCE OF FUNDS: $3,515.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .009% NAME: W. Howard Keenan, Jr. NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 996 (includes 12 warrants) AMOUNT AND SOURCE OF FUNDS: $4,219.70 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -14- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Gregory P. Knapp NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,756 (includes 43 warrants) AMOUNT AND SOURCE OF FUNDS: $7,034.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: Douglas Lake NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,096 AMOUNT AND SOURCE OF FUNDS: $4,999 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -15- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Peter G. LaFleche NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 208 AMOUNT AND SOURCE OF FUNDS: $1,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .002% NAME: Frederick Malek NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 5,510 (includes 71 warrants) AMOUNT AND SOURCE OF FUNDS: $25,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% -16- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Richard H. Montague NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 2,312 (includes 28 warrants) AMOUNT AND SOURCE OF FUNDS: $9,999.60 PERCENTAGE OF OUTSTANDING COMMON STOCK: .03% NAME: Robert Moulton-Ely NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,171 (includes 30 warrants) AMOUNT AND SOURCE OF FUNDS: $5,000. PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -17- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: John H. Mullin, III NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 7,405 (includes 182 warrants) AMOUNT AND SOURCE OF FUNDS: $30,000.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .08% NAME: John Murabito NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,125 AMOUNT AND SOURCE OF FUNDS: $5,079.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -18- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: David W. Niemiec NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 10,955 AMOUNT AND SOURCE OF FUNDS: $49,999.45 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% NAME: Thomas L. Piper III NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,756 (includes 43 warrants) AMOUNT AND SOURCE OF FUNDS: $7,054.60 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% -19- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: James F. Reilly NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 5,464 (includes 133 warrants) AMOUNT AND SOURCE OF FUNDS: $21,999.20 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% NAME: Bret E. Russell NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,659 (includes 20 warrants) AMOUNT AND SOURCE OF FUNDS: $7,054.60 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% -20- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Francois de Saint Phalle NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 3,316 (includes 40 warrants) AMOUNT AND SOURCE OF FUNDS: $14,067.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .04% NAME: Kenneth M. Schmidt NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 11,558 (includes 141 warrants) AMOUNT AND SOURCE OF FUNDS: $49,999.45 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% -21- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Andrew J. Silver NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,756 (includes 43 warrants) AMOUNT AND SOURCE OF FUNDS: $7,034.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: Stuart L. Sindell NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 469 (includes 12 warrants) AMOUNT AND SOURCE OF FUNDS: $2,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .005% -22- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: H.C. Bowen Smith NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 8,774 (includes 213 warrants) AMOUNT AND SOURCE OF FUNDS: $35,170.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% NAME: Michael I. Somers NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 2,421 AMOUNT AND SOURCE OF FUNDS: $11,000.10 PERCENTAGE OF OUTSTANDING COMMON STOCK: .03% -23- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Danforth W. Starr NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 5,510 (includes 71 warrants) AMOUNT AND SOURCE OF FUNDS: $25,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% NAME: Jason D. Sweet NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 469 (includes 12 warrants) AMOUNT AND SOURCE OF FUNDS: $2,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .005% -24- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: F. Davis Terry, Jr. NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 2,343 (includes 61 warrants) AMOUNT AND SOURCE OF FUNDS: $10,000 PERCENTAGE OF OUTSTANDING COMMON .03% STOCK: NAME: Wayne Thornbrough NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 4,899 (includes 121 warrants) AMOUNT AND SOURCE OF FUNDS: $20,000.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% -25- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: James T. Tierney NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 878 (includes 121 warrants) AMOUNT AND SOURCE OF FUNDS: $20,000.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% NAME: James Treco NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 787 AMOUNT AND SOURCE OF FUNDS: $3,516 PERCENTAGE OF OUTSTANDING COMMON STOCK: .009% -26- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Harry Tyson NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 5,747 AMOUNT AND SOURCE OF FUNDS: $24,999.45 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% NAME: Robert Weeden NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,756 AMOUNT AND SOURCE OF FUNDS: $7,034.80 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% -27- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: William Weiant NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,887 (includes 43 warrants) AMOUNT AND SOURCE OF FUNDS: $8,440.10 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: George H. Weiler, III NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,887 AMOUNT AND SOURCE OF FUNDS: $7,000.50 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% -28- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Lorenzo D. Weisman NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,661 (includes 42 warrants) AMOUNT AND SOURCE OF FUNDS: $21,102.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .02% NAME: Edward B. Whitney NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 4,975 (includes 60 warrants) AMOUNT AND SOURCE OF FUNDS: $35,170.65 PERCENTAGE OF OUTSTANDING COMMON STOCK: .06% -29- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: George A. Wiegers NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 8,291 (includes 99 warrants) AMOUNT AND SOURCE OF FUNDS: $28,135.85 PERCENTAGE OF OUTSTANDING COMMON STOCK: .09% NAME: Kazuo Yamada NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 1,122 (includes 80 warrants) AMOUNT AND SOURCE OF FUNDS: $5,000 PERCENTAGE OF OUTSTANDING COMMON STOCK: .01% -30- SCHEDULE 13D EXHIBIT D Ownership of Common Stock by Managing Directors, Former Managing Directors, Officers and Former Officers of Dillon, Read & Co. Inc. NAME: Robert A. Young NUMBER OF SHARES BENEFICIAL OWNERSHIP DISCLAIMED: 10,995 AMOUNT AND SOURCE OF FUNDS: $49,999.45 PERCENTAGE OF OUTSTANDING COMMON STOCK: .1% SCHEDULE 13D EXHIBIT E Joint Filing Agreement Pursuant to Rule 13d-1(f) The undersigned hereby agree, pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, that the annexed Statement on Schedule 13D and all amendments thereto shall be filed on behalf of each of them. DILLON, READ HOLDING INC. By: /s/ David W. Niemiec ----------------------------- Name: David W. Niemiec Title: Vice Chairman DILLON, READ INC. By: /s/ David W. Niemiec ----------------------------- Name: David W. Niemiec Title: Secretary DILLON, READ & CO. INC. By: /s/ David W. Niemiec ----------------------------- Name: David W. Niemiec Title: Vice Chairman LEXINGTON PARTNERS IV, L.P. By: DRMC Inc., its General Partner By: /s/ David W. Niemiec ------------------------------ Chairman CONCORD PARTNERS II, L.P. By: Venture Associates II, L.P., its General Partner By: Dillon, Read Inc., its General Partner By: /s/ Peter A. Leidel ------------------------------ Attorney-in-Fact Dated: April 3, 1997 SCHEDULE 13D EXHIBIT F Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Dillon, Read & Co. Inc. ("Dillon Read"), acting through any of its duly authorized officers, the true and lawful agent and attorney-in-fact of the undersigned with respect to all matters arising in connection with the under- signed's accepting, holding and disposing of investment opportunities that may be presented by Dillon Read to the undersigned from time to time, including but not limited to (i) investments in companies in which Concord Partners, a New York limited partnership, Concord Partners II, a Delaware limited partnership, Saratoga Partners, a Delaware limited partnership, Saratoga Partners II, a Delaware limited partnership, Yorktown Energy Partners, a Delaware limited partnership, The Second Charterhouse Buy-Out Fund, a Delaware limited partnership, France Capital Developpement, a fund organized under the laws of France, or The Sudimer Buy-Out Fund N.V., a Netherlands Antilles corporation, or any similar investment fund is also an investor, and (ii) investments directly in Dillon, Read Industrial Development Capital Fund, a limited partnership established under the laws of England, The Portugal Property Fund, a Netherlands Antilles corporation, or any similar investment fund (each such investment being referred to herein as an "Investment"). Such appointment shall become effective with respect to any Investment upon written notification by the undersigned to Dillon Read that the undersigned wishes to accept such Investment. Without limiting the foregoing, Dillon Read shall have full power and authority: (A) to execute and deliver or otherwise make for and on behalf of the undersigned in such form as Dillon Read may, from time to time, approve, (i) a purchase agreement relating to each Investment, (ii) any amendments to or waivers regarding any such purchase agreement, and (iii) any other agreements or certificates in connection with such Investment; (B) to vote or otherwise act with respect to any securities acquired in an Investment in its sole discretion; and (C) to dispose, on behalf of the undersigned, at any time or from time to time, of all or any specified portion of any Investment, without any prior notification to the undersigned, and in connection therewith to execute and deliver or otherwise make for or on behalf of the undersigned in such form as Dillon Read may approve, and at such time and under such circumstances as Dillon Read may decide, (i) a sales agreement relating to such Investment, and (ii) any other agreements or certificates in connection with the sale of such Investment; in each case, unless and until the undersigned becomes the record holder of such securities, and Dillon Read shall have the sole and exclusive authority to determine when to transfer the record ownership of an Investment to the undersigned (in which case this power of attorney (other than the next two succeeding paragraphs) shall cease with respect to such Investment). Dillon Read's approval of the form of any document or certificate shall be conclusively evidenced by Dillon Read's execution thereof. The undersigned hereby ratifies and confirms all that said agent and attorney-in-fact may do by virtue hereof. The undersigned also hereby ratifies, confirms and adopts all actions taken prior to this date by Dillon Read on the undersigned's behalf in connection with any Investment in which the undersigned has participated and hereby irrevocably releases Dillon Read and any of its affiliates from any present or future claims, losses or liability in connection with the power of attorney granted hereby, any Investment or any act or omission by Dillon Read in connection therewith. This appointment shall be irrevocable with respect to any Investment once the purchase agreement for such Investment has been executed and delivered on behalf of the undersigned pursuant hereto or otherwise. This power of attorney and any action taken hereunder by Dillon Read shall not be affected by the subsequent disability, incompetence or death of the undersigned and any such action shall be binding upon the heirs, executors, legal representatives and assigns of the undersigned. - ------------------------ ----------------------------- (Date) (Signature) - ------------------------ ----------------------------- (Place of Execution) (Print Name) 2,684 Warrants SCHEDULE 13 D EXHIBIT G THESE WARRANTS AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF APRIL 8, 1994 AND AS AMENDED FROM TIME TO TIME THEREAFTER AMONG VIRUS RESEARCH INSTITUTE, INC. AND PARTIES SIGNATORY THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF VIRUS RESEARCH INSTITUTE, INC. FORM OF WARRANT To Subscribe for and Purchase Common Stock of VIRUS RESEARCH INSTITUTE, INC. THIS CERTIFIES THAT, for value received, DILLON, READ & CO., INC. or its assigns (hereinafter referred to as the "Holder"), is the holder of the number of warrants (the "Warrants") set forth above, each of which represents the right to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share (the "Common Stock") of Virus Research Institute, Inc., a Delaware corporation (the "Company"), at the price of $0.65 per share (the "Exercise Price"), at any time from the date hereof to and including the expiration date, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. The Warrants represented by this warrant certificate (the "Warrant Certificate") are issued, pursuant to the Warrant Agreement, dated as of September 14, 1995 between the Company and the Holder (herein called the "Agreement"). 1. Exercise of Warrants. (a) The Warrants may be exercise by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant Certificate, together with a properly endorsed Notice of Exercise in the form at- tached hereto at the office of any duly appointed transfer agent for the Common Stock or at the office of the Company at 61 Moulton Street, Cambridge, MA 02139, and upon payment to the Company, or for the account of the Company, by cash or by certified check or bank draft, of the Exercise Price for such shares. Certificates for the shares so purchased shall be delivered to the Holder after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new warrant certificate representing the unexercised Warrants, if any, shall also be issued to the Holder at that time. (b) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Warrants for cash, the Holder may elect to receive shares equal to the value (as determined below) of the Warrants (or the portion thereof being cancelled) in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrants or, if only a portion of the Warrants is being exercised, the portion of the Warrants being cancelled (at the date of such calculation A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last price of the Common Stock or the closing price quoted on the NASDAQ National Market System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value. 2 Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. 2. Shares to be Issued; Reservation of Shares. All shares of Common Stock which may be issued upon the exercise of the Warrants will, upon issuance, be validly authorized, issued and outstanding, fully paid and non-assessable. The Company agrees that, during the period within which the Warrants may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the Warrants and will at its expense expeditiously upon each such reservation of shares procure the listing thereof (subject to issuance or notice of issuance) on all stock exchanges, if any, on which the Common Stock may then be listed. 3. Adjustment of Exercise Price. The Exercise Price in effect from time to time shall be subject to adjustment as follows: (a) Stock Dividends and Splits. In case the Company shall declare a dividend or other distribution payable in Common Stock or shall subdivide or reclassify its Common Stock into a greater number of shares of Common Stock, the Exercise Price hereunder in effect immediately prior to such action shall be proportionately reduced. (b) Stock Combinations. In case the Company shall combine or reclassify all of the outstanding Common Stock of the Company proportionately into a small number of shares, the Exercise Price hereunder in effect immediately prior to such combination or reclassification shall be proportionately increased. (c) Reorganization. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore issuable upon exercise of the Warrants, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock immediately theretofore issuable upon exercise of the Warrants had such reorganization, reclassification, consolidation, merger or sale not 3 taken place; and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by a written instrument executed and mailed by registered mail or delivered to the Holder at the address as shown on the records of the Company, the obligation of the Company to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to upon exercise of the Warrants. (d) Anti-dilution. If the Company shall, at any time or from time to time after the date hereof, issue any shares of Common Stock or other securities (including options or other rights) convertible into, or exchangeable or exercisable for, shares of Common Stock, in each case other than Excluded Stock (as such term is defined in the Company's Fifth Restated Certificate of Incorporation, as amended and restated from time to time (the "Certificate of Incorporation")) or any securities issued pursuant to a waiver from the anti-dilution provision set forth in this Section 3(d) executed by a majority of holders of these Warrants and similar warrants issued by the Company in connection with that certain Loan Agreement, dated as of September 14, 1995, among the Company and certain lenders signatory thereto, without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Common Stock or other securities, the Exercise Price in effect immediately prior to each such issuance shall automatically be reduced, effective immediately upon the closing of such issuances in order to increase the number of shares of Common Stock into which the Warrants are exercisable, to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the then existing applicable Exercise Price, and (y) the consideration, if any, received by the Company from such issuance, by (B), the total number of shares of Common Stock outstanding immediately after such issuance, provided that, for purposes of this Section 3(d) all shares of Common Stock issuable upon exercise of the Warrants shall be deemed to be outstanding. For the purposes of calculating any adjustment of the Exercise Price pursuant hereto, the provisions of Section A.7(d)(i) of the Certificate of Incorporation shall apply. 4 (e) Adjustment of Number of Shares. Upon each adjustment of the Exercise Price, the number of shares of Common Stock purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter. (f) Notice of Adjustment. Upon each adjustment of the Exercise Price, the Company shall give prompt written notice thereof addressed to the Holder at the address of the Holder as shown on the records of the Company, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the exercise of the Warrants, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 4. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrants. If, upon exercise of the Warrants, the Holder would, except for the provisions of this paragraph 4, be entitled to receive a fractional share of Common Stock, then the Holder shall receive in lieu thereof one full share of Common Stock, without any additional payment to the Company therefor. 5. Notice of Capital Changes. At the time: (a) the Company shall declare any dividend or distribution payable to the holders of its Common Stock; (b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or business organization; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company, in any one or more of said cases, shall give the Holder written notice, by registered mail, of the date on which a record shall be taken for such dividend or distribution or for determining shareholders entitled to vote upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend or distribution, or shall be entitled to exchange their Common 5 Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such written notice shall be given at least 30 days prior to the transaction in question and not less than 20 days prior to the record date in respect thereof. 6. Registration Under the Securities Act of 1933. The Holder shall be entitled to the same "demand" and "piggy-back" registration rights, and shall be subject to the terms, conditions and restrictions with respect to the registration and sale of such stock, as that set forth in the Second Amended and Restated Stockholders' Agreement, dated as of April 8, 1994 and amended as of December 24, 1994, and as amended from time to time thereafter (the "Stockholders' Agreement") among the Company and the Investors (as defined in the Stockholders' Agreement), the terms and provisions of which are hereby incorporated herein by this reference thereto; provided that the registration rights granted hereunder shall only be exercised in tandem with the exercise of registration rights under the Stockholders' Agreement. 7. Expiration Date. As used herein "expiration date" shall mean December 14, 2005. 8. Exchange or Replacement. This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder at the office of the Company referred to in paragraph 1 hereof for a new warrant certificate of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder, such new warrant certificate to represent the right to subscribe for and purchase the number of shares that shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant Certificate, the Company will issue to the Holder hereof a new warrant certificate of like tenor, in lieu of this Warrant Certificate, representing the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder. 9. General Laws. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Delaware. [End of Text] 6 IN WITNESS WHEREOF, Virus Research Institute, Inc. has caused this Warrant Certificate to be signed by its duly authorized officers under its corporate seal, and this Warrant Certificate to be dated as of December 14, 1995. VIRUS RESEARCH INSTITUTE, INC. [Seal] By: /s/ David H. Ramsdell --------------------------- David H. Ramsdell Chief Financial Officer Attest: /s/ Paul W. Lee Paul W. Lee Assistant Secretary 7 FORM OF NOTICE OF EXERCISE TO: Virus Research Institute, Inc. 1. The undersigned hereby elects to purchase ________ shares of the Common Stock, $.001 par value per share, of Virus Research Institute, Inc. ("VRI") pursuant to the terms of the attached Warrant Certificate. 2. Please issue a certificate representing said shares of Common Stock, $.001 par value per share, in the name of the undersigned. 3. The undersigned represents that the aforesaid shares of Common Stock, $.001 par value per share, are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares unless pursuant to the Warrant Agreement dated as of September 14, 1995 between the undersigned and VRI. Dated: DILLON, READ & CO., INC. By: ------------------- Name: Title: 8 SCHEDULE 13 D EXHIBIT H FORM OF WARRANT AGREEMENT Dated as of [ ] [Investor] Ladies and Gentlemen: In connection with your loan to Virus Research Institute, Inc. (the "Company") in the principal amount of $[ ], the parties hereto desire that you be issued the Warrants (as defined below upon the terms and conditions set forth below): 1. As additional consideration for your loan, the Company hereby agrees to issue to you that number of warrants representing [ ]% of the total outstanding indebtedness owed to you on the last day of each 30-day period subsequent to the date hereof under the Promissory Note dated as of [ ] (the "Note") issued to you by the Company. The warrants shall be exercisable for shares of Common Stock $.001 par value per share (the "Common Stock") of the Company, at an exercise price of $.[ ] per share (the "Warrants"), on the terms and subject to the conditions set forth in the warrant certificate attached hereto as Exhibit A (the "Warrant Certificate"). The number of warrants representing 100% of the total indebtedness on the date hereof under the Note shall be the maximum number of Warrants that you may acquire hereunder. The Warrants will be exercisable for a period of ten (10) years. 2. You understand that the Warrants to be acquired by you hereunder (or the shares of the Company's Common Stock issued to you upon exercise of the Warrants (the "Warrant Shares")) have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state. You hereby represent and warrant that you are acquiring the Warrants and the Warrant Shares for your own account for investment and not with a view to, or for resale in connection with, any "distribution" as that term is used in the Act and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder (or all or any portion thereof), and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel of the holder thereof, satisfactory to the Company, that such registration is not required under the Act. In connection with the foregoing, you understand that the Warrants and the certificate for the Warrant Shares will be imprinted with a legend making reference to such transfer restrictions. 3. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and you and your successors and assigns. Page 2 4. Notwithstanding anything herein to the contrary, the Warrants shall be governed by the terms and conditions set forth in the Warrant Certificate. 5. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 6. Borrower agrees to pay the reasonable legal fees and expenses incurred in connection with the transactions contemplated hereunder. 7. The Company agrees to amend its Restated Certificate of Incorporation as is necessary to provide for a sufficient number of authorized shares of Common Stock to be reserved for issuance pursuant to the exercise of the Warrants. 8. Borrower agrees to use its best efforts to cause and maintain at all times a sufficient number of shares of Common Stock to be reserved for issuance pursuant to the exercise of outstanding Warrants. [Remainder of page intentionally left blank.] Page 3 Please sign and return a copy of this letter to signify your agreement to the foregoing. As set forth more fully above, the Company will deliver to you a Warrant Certificate at the end of each 30-day period indebtedness on the Note is outstanding. Very truly yours, VIRUS RESEARCH INSTITUTE, INC. By: -------------------------- David Ramsdell Vice President - Finance Agreed and Accepted: [Investor] By: [ ] By: ----------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----