-----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, GH8JO+sqeN0w9XO0bAovOL1Mbm6L0x4ThMeiXZLG1TSoId6RdRZcgsTNFRuMJTYk d2hdchnpbhQWAWRM2qVXZw== 0000929624-97-001233.txt : 19971015 0000929624-97-001233.hdr.sgml : 19971015 ACCESSION NUMBER: 0000929624-97-001233 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971014 SROS: NASD GROUP MEMBERS: BANKAMERICA CORP GROUP MEMBERS: BANKAMERICA CORPORATION GROUP MEMBERS: BAYVIEW HOLDINGS, INC. GROUP MEMBERS: ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO. GROUP MEMBERS: ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3DX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000915518 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760386601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49753 FILM NUMBER: 97695339 BUSINESS ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815793390 MAIL ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 =================================================== OMB APPROVAL --------------------------------------------------- OMB Number:.............................3235-0145 Expires:........................December 31, 1997 Estimated average burden hours per form.......................14.90 =================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D C 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No 2)* 3DX Technologies - -------------------------------------------------------------------------------- Name of Issuer Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 88554G109 - -------------------------------------------------------------------------------- CUSIP Number Cheryl Sorokin, Executive Vice President and Secretary BankAmerica Corporation, Corporate Secretary's Office #13018 555 California Street, San Francisco, CA 94104 (415) 622-3530 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications October 1, 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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 88554G109 Page 2 of 11 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robertson, Stephens & Company Investment Management, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 665,900 shares (Includes shares held by The Robertson Stephens Orphan Fund of which Robertson, Stephens & Company Investment Management, L.P. and Bayview Investors, Ltd. are the general partners. Includes shares held by The Robertson Stephens Orphan Offshore Fund, L.P. of which Robertson, Stephens & Company Investment Management, L.P. is the general partner. Includes shares held by The Robertson Stephens Global Natural Resources Fund of which Robertson, Stephens & Co. Investment Management, L.P. is investment adviser. See Item 5.) ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH 0 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 665,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.23 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA ================================================================================ *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 ================================================================================ SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 88554G109 Page 3 of 11 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bayview Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 665,900 shares (Includes shares held by The Robertson Stephens Orphan Fund of which Robertson, Stephens & Company Investment Management, L.P. and Bayview Investors, Ltd. are the general partners. Includes shares held by The Robertson Stephens Orphan Offshore Fund, L.P. of which Robertson, Stephens & Company Investment Management, L.P. is the general partner. Includes shares held by The Robertson Stephens Global Natural Resources Fund of which Robertson, Stephens & Company Investment Management, L.P. is investment adviser. Bayview Holdings, Inc. is the general partner of Robertson Stephens & Company Investment Management, L.P. and managing member of Robertson, Stephens & Company Private Equity Group, L.L.C., which is general partner of Bayview Investors, Ltd. See Item 5.) ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH 0 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 665,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.23 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ *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 ================================================================================ SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 88554G109 Page 4 of 11 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robertson Stephens Investment Management Co. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 665,900 shares (Includes shares held by The Robertson Stephens Orphan Fund of which Robertson, Stephens & Company Investment Management, L.P. and Bayview Investors, Ltd. are the general partners. Includes shares held by The Robertson Stephens Orphan Offshore Fund, L.P. of which Robertson, Stephens & Company Investment Management, L.P. is the general partner. Includes shares held by The Robertson Stephens Global Natural Resources Fund of which Robertson, Stephens & Co Investment Management, L.P. is investment adviser. Robertson Stephens Investment Management Co. owns Bayview Holdings, Inc. which is general partner of Robertson, Stephens & Company Investment Management, L.P. and managing member of Robertson, Stephens & Company Private Equity Group, L.L.C. Robertson, Stephens & Company Private Equity Group, L.L.C. is general partner of Bayview Investors, Ltd. ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH 0 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 665,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.23% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ *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 ================================================================================ SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 88554G109 Page 5 of 11 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 665,900 shares (Includes shares held by The Robertson Stephens Orphan Fund of which Robertson, Stephens & Company Investment Management, L.P. and Bayview Investors, Ltd. are the general partners. Includes shares held by The Robertson Stephens Orphan Offshore Fund, L.P. of which Robertson, Stephens & Company Investment Management, L.P. is the general partner. Includes shares held by The Robertson Stephens Global Natural Resources Fund of which Robertson, Stephens & Co Investment Management, L.P. is investment adviser. BankAmerica Corporation owns Robertson Stephens Investment Management Co. which owns Bayview Holding, Inc. which is general partner of Robertson, Stephens & Company Investment Management, L.P. and managing member of Robertson, Stephens & Company Private Equity Group, L.L.C. Robertson, Stephens & Company Private Equity Group, L.L.C. is general partner of Bayview Investors, Ltd. See Item 5.) ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH 0 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 665,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.23% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ *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 Cusip No. 88554G109 Page 6 of 11 Item 1. Security and Issuer. -------------------- This Amended Schedule 13D is filed with respect to the Common Stock of 3DX Technologies, Inc. (the "Company") whose principal offices are located at 12012 Wickchester, Suite 250, Houston, TX 77079-1208. Item 2: Identity and Background. ------------------------ The Amended Schedule 13D is filed on behalf of Robertson, Stephens & Company Investment Management, L.P. ("Investment Adviser"), Bayview Holdings, Inc. ("Bayview Holdings"), BankAmerica Corporation ("Bank"), and Robertson Stephens Investment Management Co. ("Robertson Parent") ("Filing Parties"). This Amended Schedule 13D relates to the direct beneficial ownership in the shares of the Company by The Robertson Stephens Orphan Fund ("Orphan"), The Robertson Stephens Orphan Offshore Fund, L.P. ("Orphan Offshore"), and The Robertson Stephens Global Natural Resources Fund ("Natural Resources") ("the Funds"), and the indirect beneficial ownership of Bayview ("Bayview"), Robertson, Stephens & Company Private Equity Group, L.L.C. ("Private Equity Group"), Bank, Robertson Parent, Investment Adviser and Bayview Holdings in the shares of the Company held by the Funds. I. (a) Orphan is a California limited partnership. Investment Adviser and Bayview are the general partners. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) (c) investments in securities II. (a) Orphan Offshore is a Cayman Islands limited partnership. Investment Adviser is the general partner. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) (c) investments in securities III. (a) Natural Resources is a series of Robertson Stephens Investment Trust ("RSIT"), a Massachusetts business trust. Its investment adviser is Investment Adviser. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) Cusip No. 88554G109 Page 7 of 11 (c) registered investment company IV. (a) Bayview is a California limited partnership and general partner of Orphan and Orphan Offshore. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) (c) investments in securities V. (a) Bayview Holdings is a Delaware corporation. Bayview Holdings, a wholly owned subsidiary of Robertson Parent, is the general partner of Investment Adviser. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) (c) holding company VI. (a) Investment Adviser is a California limited partnership. It is investment adviser to Natural Resources and general partner to Orphan and Orphan Offshore. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (principal office and principal place of business) (c) registered investment advisor VII. (a) Bank is a Delaware corporation. It wholly owns Robertson Parent. (b) Corporate Secretary's Office #13018 555 California Street San Francisco, CA 94104 (principal office and principal place of business) (c) bank holding company VIII. (a) Robertson Parent is a Delaware corporation. It is wholly owned by Bank. It owns Bayview Holdings. (b) Corporate Secretary's Office #13018 555 California Street San Francisco, CA 94104 (principal office and principal place of business) Cusip No. 88554G109 Page 8 of 11 (c) holding company IX. (a) Private Equity Group is a Delaware limited liability company. It is general partner of Bayview. Bayview Holdings is managing member of Private Equity Group. (b) 555 California Street, Suite 2600 San Francisco, CA 94104 (c) holding company Certain information regarding the directors and executive officers of the Filing Parties is set forth in Exhibit B attached hereto. During the last five years, neither the entities mentioned above, nor, to their best knowledge, any person named in Exhibit B attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Bank incorporates by reference the material under Item 3, "Legal Proceedings," in its Annual Report on Form 10-K for the year ended December 31, 1996, and the material in its Current Report on Form 8-K for May 5, 1997 (File No. 1-7377). Item 3: Source and Amount of Funds or Other Consideration: -------------------------------------------------- The securities with respect to which this Amended Schedule 13D is filed were purchased by the Funds using working capital contributed by their respective partners and shareholders. Item 4: Purpose of Transaction: ----------------------- This filing is being made to report the beneficial ownership of securities held by Robertson Stephens which may be imputed to Bank and certain of its subsidiaries due to Bank's recent acquisition of that company. The filing of this statement shall not be construed as an admission that Bank, Bayview Holdings or Robertson Parent is, for the purposes of Section 13(d), or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. The securities were purchased by the Funds in the ordinary course of business and not with the intention nor effect of changing or influencing control of the Company. The reporting persons may sell all or part or acquire additional securities of the Company depending on market conditions and other economic factors. Cusip No. 88554G109 Page 9 of 11 Item 5: Interest in Securities of the Issuer. ------------------------------------- (a) (b) The aggregate number and percentage of the class of securities identified pursuant to Item 1 of this Amended Schedule 13D that are beneficially owned by the persons listed in Item 2 are as follows:
No. of Shares Name of Beneficially Percentage of Beneficial Owner/(1)/ Owned Class ----------------------------------------------------------------------- Orphan 301,000 4.17% Orphan Offshore 63,900 .89% Natural Resources 301,000 4.17% Investment Adviser 665,900 9.23% Bayview 301,000 4.17% Bayview Holdings 665,900 9.23% Bank 665,900 9.23% Robertson Parent 665,900 9.23% Private Equity Group 301,000 4.17%
(1) As noted in the cover pages, which are incorporated by reference, certain of the reporting parties may be deemed to have beneficial ownership of holdings of the Funds due to their management of portfolio investments for the Funds, or due to their ownership of entities which provide such management. (c) The following is a list of transactions by the filing parties in the last 60 days.
Entity Date Shares Price Transaction ---------------- ---- ------ ----- ----------- Natural Resources 8/19/97 100,000 8.06 open mkt purchase NASDAQ Orphan 8/19/97 123,700 8.06 open mkt purchase NASDAQ Orphan Offshore 8/19/97 26,300 8.06 open mkt purchase NASDAQ
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- See Item 5. Item 7. Material to Be Filed as Exhibits. --------------------------------- Exhibit A - Joint Filing Agreement Exhibit B - Directors and Executive Officers (or persons serving in similar capacities) of the Filing Parties Cusip No. 88554G109 Page 10 of 11 Signature. - ---------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 10, 1997 ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P., A CALIFORNIA LIMITED PARTNERSHIP* BAYVIEW HOLDINGS, INC.* BANKAMERICA CORPORATION* ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.* *By: /s/ JEFFREY R. LAPIC Jeffrey R. Lapic Assistant General Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact Cusip No. 88554G109 Page 11 of 11 EXHIBIT A --------- Joint Filing Agreement ---------------------- The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: October 10, 1997 ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P., A CALIFORNIA LIMITED PARTNERSHIP* BAYVIEW HOLDINGS, INC.* BANKAMERICA CORPORATION* ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.* *By: /s/ JEFFREY R. LAPIC Jeffrey R. Lapic Assistant General Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact RESOLUTIONS - SIGNING AUTHORITY Board of Directors Adopted: November 1, 1993 BankAmerica Corporation Last amended: April 28, 1997 GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from) ---------------------------------------------------------- 2. Any one BAC officer listed above under either the designation GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America NT&SA holding the title of counsel or a title senior thereto be, and hereby is, authorized to sign registrations, reports, certificates, applications and other writings on behalf of BAC for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as are deemed desirable by such officer or attorney in connection with BAC's activities or affairs. Board of Directors September 24, 1997 Bayview Holdings, Inc. GENERAL OPERATING RESOLUTION (Excerpts from) -------------------------------------------- 4. This board authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Board of Directors September 25, 1997 Robertson Stephens Investment Management Co. General Operating Resolution (Excerpts from) -------------------------------------------- 4. This board authorizes any officer of the Corporation, or any attorney in the Legal Department of Bank of America NT&SA or BancAmerica Securities, Inc. with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of the Corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Board of Directors September 30, 1997 BancAmerica Securities, Inc. GENERAL OPERATING RESOLUTION (Excerpts from) 4. This board authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA or BancAmerica Securities, Inc. attorney with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. POWER OF ATTORNEY ----------------- Each of the undersigned appoints Robert Greenwood, Terry Otton, Paul Stephens, Christine Tonsfeldt, Dana Welch, and all individuals identified on Exhibit A hereto, with full power to each of them to act alone, as his or its true and lawful attorney-in-fact and agent to execute on his or its behalf all Schedules 13D and 13G and Forms 3, 4 and 5 and any amendments thereto, and any successor or supplemental forms that may be adopted by the Securities and Exchange Commission in the future, and to do anything in connection with preparation and filing of such documents as any such agent deems appropriate. The Contrarian Fund The Robertson Stephens Developing Countries Fund The Robertson Stephens Diversified Growth Fund The Robertson Stephens Global Low-Priced Stock Fund The Robertson Stephens Global Natural Resources Fund The Robertson Stephens Growth & Income Fund The Information Age Fund The Robertson Stephens MicroCap Growth Fund The Robertson Stephens Partners Fund The Robertson Stephens Value + Growth Fund The Robertson Stephens Global Value Fund The Robertson Stephens Black Bear Fund, L.P. Crossover Investment Management LLC Robertson Stephens Emerging Growth Partners, L.P. Golden Bear Fund Delta Growth Fund, L.P. By: Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. The Robertson Stephens Emerging Growth Fund By: RS Investment Management, Inc. By: RS Regulated I, L.L.C. By: Bayview Holdings, Inc. RS Investment Management, Inc. By: RS Regulated I, L.L.C. By: Bayview Holdings, Inc. Robertson Stephens & Co. Private Equity Group, L.L.C. By: Bayview Holdings, Inc. Bayview Investors, Ltd. By: Robertson, Stephens & Company Private Equity Group, L.L.C. By: Bayview Holdings, Inc. Crossover Fund II Crossover IIA By: Crossover Investment Management, L.L.C. By: Robertson, Stephens & Company Investment Management, L.L.C. By: Bayview Holdings, Inc. RS & Co. IV, L.P. By: RS & Co. Venture Partners, IV, L.P. By: Robertson, Stephens & Company Private Equity Group, L.L.C. By: Bayview Holdings, Inc. The Robertson Stephens Orphan Fund By: Robertson, Stephens & Company Investment Management, L.P. By: Bayview Holdings, Inc. By: Dana Welch October 14, 1997 ----------------------------------------------- on behalf of Bayview Holdings, Inc. The Robertson Stephens Black Bear Offshore Fund Limited By: /s/ Patrick Agernian October 14, 1997 ------------------------------------------------ The Robertson Stephens Orphan Offshore Fund, L.P. By: /s/ Patrick Agernian October 14, 1997 ------------------------------------------------ Orphan Administrator General Partner, Ltd. General Partner Exhibit A --------- 1. The following officers of BankAmerica Corporation: Chairman of the Board Chief Executive Officer President Vice Chairman of the Board President, Global Retail Bank President, Global Wholesale Bank Vice Chairman Chief Financial Officer Treasurer Executive Vice President Senior Vice President Vice President Secretary Assistant Treasurer Assistant Secretary Assistant Vice President 2. Any member of the Legal Department of Bank of America National Trust & Savings Association or BancAmerica Robertson Stephens holding the title of counsel or a title senior thereto. EXHIBIT B Directors and Executive Officers of Reporting Parties BankAmerica Corporation The following table sets forth information regarding the executive officers and directors of BankAmerica Corporation (directors are indicated by asterisk), all of whom are U.S. citizens and none of whom owns Common Stock of Forstmann & Company, Inc.
*Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO Alibrandi Simi Valley, CA 93063 Whittaker Corporation (principal business: aerospace manufacturing) *Peter B. 270 Lafayette Circle Chairman of the Board and Bedford Lafayette, CA 94549 Chief Executive Officer Bedford Property Investors, Inc. (principal business: real estate investment trust) Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer Burke San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) *Richard A. 123 Mission St. Retired Clarke San Francisco, CA 94106 *David A. 555 California Street Chairman of the Board, President Coulter San Francisco, CA 94104 and Chief Executive Officer Bank of America NT&SA (principal business: banking and finance) *Timm F. c/o Hallmark Cards, Inc. Retired Crull 1024 E. Balboa Blvd. Newport Beach, CA 92661 *Kathleen 147 Clifton Street President Feldstein Belmont, MA 02178 Economics Studies, Inc. (principal business: economics consulting) *Donald E. Pacific Telesis Center Chairman Emeritus Guinn 130 Kearny St. Pacific Telesis Group San Francisco, CA 94108 (principal business: telecommunications) *Frank L. 2726 Shelter Island Dr. Consulting Architect Hope San Diego, CA 92106 (principal business: architecture)
H. Eugene 555 California Street President, Global Retail Bank Lockhart San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) *Walter E. Office of the President President Massey 830 Westview Drive, S.W. Morehouse College Atlanta, GA 30314 (principal business: education) Jack L. 555 California Street Vice Chairman Meyers San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) Michael J. 555 California Street President, Global Wholesale Bank Murray San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) Michael E. 555 California Street Vice Chairman and O'Neill San Francisco, CA 94104 Chief Financial Officer Bank of America NT&SA (principal business: banking and finance) *John M. 227 West Monroe Street Of counsel, Wachtell, Lipton, Rosen & Katz Richman Chicago, IL 60606 (principal business: law) *Sanford Robertson 555 California Street (principal business: banking and finance) San Francisco, CA 94104 *Richard M. 555 California Street Retired Rosenberg San Francisco, CA 94104 *A. Michael Memorial Way, Room 140 Dean of Graduate School of Business Spence Stanford, CA 94305 Stanford University (principal business: education) Martin A. 555 California Street Vice Chairman Stein San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) *Solomon D. 1801 California Street President and Chief Executive Officer Trujillo Denver, CO 80202 US West Communications Group (principal business: communication)
2 EXHIBIT B Directors and Executive Officers of Reporting Parties Robertson Stephens Investment Management Co. The following table sets forth information regarding the executive officers and directors of Robertson Stephens Investment Management Co. (directors are indicated by asterisk), all of whom are U.S. citizens and none of whom own securities of the issuer referred to in the attached filing. * Michael J. 555 California Street Chairman and President, Murray San Francisco, CA 94104 Robertson Stephens Investment Management Co. (holding company) and 555 California Street President, Global Wholesale Bank San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance)
Bayview Holdings, Inc. The following table sets forth information regarding the executive officers and directors of Bayview Holdings, Inc. (directors indicated by asterisk), all of whom are U.S. citizens and none of whom own securities of the issuer referred to in the attached filing. * G. Randall 555 California Street Chairman of the Board and President Hecht San Francisco, CA 94104 Bayview Holdings, Inc. (principal business: holding company) Terry R. Otton 555 California Street Vice President and Chief Financial Officer San Francisco, CA 94104 Bayview Holdings, Inc. (principal business: holding company) and 555 California Street Managing Director San Francisco, CA 94104 BancAmerica Robertson Stephens (principal business: holding company)
3 BancAmerica Robertson Stephens The following table sets forth information regarding the executive officers and directors of Bayview Holdings, Inc. (directors are indicated by asterisk), all of whom are U.S. citizens and none of whom own securities of the issuer referred to in the attached filing. Keith C. Barnish 555 California Street Senior Managing Director San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Walter J. 555 California Street Senior Managing Director Bloomenthal San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * Gregg H. Byers 555 California Street (principal business: securities brokerage, San Francisco, CA 94104 investment banking) Gideon Y. 555 California Street Senior Managing Director Cohen San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Mark S. 555 California Street Senior Managing Director Dawley San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Robert L. Emery 555 California Street Managing Director San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Martin 555 California Street Senior Managing Director Essenberg San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Gene S. 555 California Street Senior Managing Director Evenskaas San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Alison L. Falls 555 California Street Senior Managing Director San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * Zed S. Francis, III 555 California Street (principal business: securities brokerage, San Francisco, CA 94104 investment banking) David J. 555 California Street Senior Managing Director Fullerton San Francisco, CA 94104 (principal business: securities brokerage,
4 investment banking) Jonathan Hakala 555 California Street Senior Managing Director San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * David Halstead 555 California Street (principal business: securities brokerage, San Francisco, CA 94104 investment banking) Gregory V. 555 California Street Senior Managing Director Johnson San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * H. David Johnson 555 California Street Senior Managing Director, Chief Operating Officer, San Francisco, CA 94104 Chief Financial Officer and Secretary (principal business: securities brokerage, investment banking) * Michael G. 555 California Street Managing Director McCaffery San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Steven T. 555 California Street Senior Managing Director Monahan, Jr. San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Katherine 555 California Street Senior Managing Director Pattison San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * Robert T. 555 California Street Chairman of the Board Slaymaker San Francisco, CA 94104 (principal business: securities brokerage, investment banking) Michael A. 555 California Street Senior Managing Director Smith San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * Anthony J. 555 California Street Senior Managing Director Taddey San Francisco, CA 94104 (principal business: securities brokerage, investment banking) * Charles B. Truett 555 California Street Senior Credit Officer San Francisco, CA 94104 (principal business: securities brokerage, investment banking)
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