General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Statement of Beneficial Ownership 19 60K
2: EX-99.1 Joint Filing Agreement 2 8K
3: EX-99.2 Investment Advisory Agreement 7 23K
4: EX-99.3 Amended and Restated Stock Purchase Agreement 62 227K
5: EX-99.4 Amended and Restated Agreement of Limited 25 71K
Partnership
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNC Incorporated
----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.20 per share
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(Title of Class of Securities)
903070110 0
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(CUSIP Number)
Mr. John W. Gildea
115 East Putnam Avenue, Greenwich, Connecticut 06830
(203) 661-6945
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 1996
----------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |x|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of 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 disclosure
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 ___ Pages
CUSIP No.
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1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
Bridge Partners, L.P.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
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3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC; OO
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5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of 2,014,286(2)
Shares --------------------
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting --------------------
Person
With 9 Sole Dispositive Power
2,014,286(2)
--------------------
10 Shared Dispositive Power
--------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,014,286(2)
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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--------
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with Carson Street Partners,
Inc., John W. Gildea and Network Fund III, Ltd.
(2) Represents shares of Common Stock issuable upon conversion of 141,000
shares of Series B Senior Cumulative Convertible Preferred Stock of the
issuer that may be deemed to be beneficially owned by the Reporting Person
and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.
See Items 2 and 5.
Page 2 of ___ Pages
13 Percent of Class Represented By Amount in Row (11)
10.1%(3)
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14 Type of Reporting Person
PN
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--------
(3) See footnote 2, above.
Page 3 of ___ Pages
CUSIP No.
--------------------------------------------------------------------------------
1 Name of Reporting Person(4)
S.S. or I.R.S. Identification No. of Above Person
Carson Street Partners, Inc.
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF
--------------------------------------------------------------------------------
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of 2,014,286(5)
Shares --------------------
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting --------------------
Person
With 9 Sole Dispositive Power
2,014,286(5)
--------------------
10 Shared Dispositive Power
--------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,104,286(5)
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
--------------------------------------------------------------------------------
--------
(4) Filing jointly pursuant to Rule 13d-1(f)(1) under the Exchange Act with
Bridge Partners, L.P., John W. Gildea and Network Fund III, Ltd.
(5) Represents shares of Common Stock issuable upon conversion of 141,000
shares of Series B Senior Cumulative Convertible Preferred Stock of the
issuer that may be deemed to be beneficially owned by the Reporting Person
and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.
See Items 2 and 5.
Page 4 of ___ Pages
13 Percent of Class Represented By Amount in Row (11)
10.1%(6)
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
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--------
(6) See footnote 5, above.
Page 5 of ___ Pages
CUSIP No.
--------------------------------------------------------------------------------
1 Name of Reporting Person(7)
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
AF; PF
--------------------------------------------------------------------------------
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
U.S.A.
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7 Sole Voting Power
Number of 3,000,000(8)
Shares --------------------
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting --------------------
Person
With 9 Sole Dispositive Power
3,000,000(8)
--------------------
10 Shared Dispositive Power
--------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000(8)
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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--------
(7) Filing jointly pursuant to Rule 13d-1(f)(1) under the Exchange Act with
Bridge Partners, L.P., Carson Street Partners, Inc and Network
Fund III, Ltd.
(8) Represents shares of Common Stock issuable upon conversion of 210,000
shares of Series B Senior Cumulative Convertible Preferred Stock of the
issuer that may be deemed to be beneficially owned by the Reporting Person
and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.
See Items 2 and 5.
Page 6 of ___ Pages
13 Percent of Class Represented By Amount in Row (11)
14.4%(9)
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14 Type of Reporting Person
IN
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--------
(9) See footnote 8, above.
Page 7 of ___ Pages
CUSIP No.
--------------------------------------------------------------------------------
1 Name of Reporting Person(10)
S.S. or I.R.S. Identification No. of Above Person
Network Fund III, Ltd.
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC
--------------------------------------------------------------------------------
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Cayman Islands
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7 Sole Voting Power
Number of 842,857(11)
Shares --------------------
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting --------------------
Person
With 9 Sole Dispositive Power
842,857(11)
--------------------
10 Shared Dispositive Power
--------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
842,857(11)
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
--------------------------------------------------------------------------------
--------
(10) Filing jointly pursuant to Rule 13d-1(f)(1) under the Exchange Act with
Bridge Partners, L.P., Carson Street Partners, Inc. and John W.
Gildea.
(11) Represents shares of Common Stock issuable upon conversion of 59,000
shares of Series B Senior Cumulative Convertible Preferred Stock of the
issuer that may be deemed to be beneficially owned by the Reporting Person
and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.
See Items 2 and 5.
Page 8 of ___ Pages
13 Percent of Class Represented By Amount in Row (11)
4.5%(12)
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14 Type of Reporting Person
CO
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--------
(12) See footnote 11, above.
Page 9 of ___ Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.20 per share (the "Common Stock"), of UNC
Incorporated, a Delaware corporation (the "Company"). The address of
the principal executive offices of the Company is 175 Admiral Cochrane
Drive, Annapolis, Maryland 21401.
Item 2. Identity and Background.
This Schedule 13D is filed jointly on behalf of Bridge Partners, L.P.,
a Delaware limited partnership ("Bridge Partners"), Carson Street
Partners, Inc., a Delaware corporation ("Carson Street Partners"),
John W. Gildea, a United States citizen ("Gildea") and Network
Fund III, Ltd., a Cayman Islands exempt company ("Network Fund III"),
pursuant to Rule 13d-1(f)(1) under the Exchange Act.
Carson Street Partners is the sole general partner of Bridge Partners
and has the power to vote and dispose of the 2,014,286 shares of
Common Stock (the "Bridge Common Shares") issuable upon conversion of
the 141,000 shares of Series B Senior Cumulative Convertible Preferred
Stock, par value $1.00 per share, of the Company (the "Series B
Preferred Stock") beneficially owned by Bridge Partners (the "Bridge
Preferred Shares"). Gildea is the Chairman of the Board of Directors,
Chief Executive Officer, President and the sole stockholder of
Carson Street Partners. As a result, Gildea and Carson Street Partners
may be deemed to be the indirect beneficial owners of the Bridge
Common Shares issuable upon conversion of the Bridge Preferred Shares.
In addition, Gildea is the Chairman of the Board of Directors, Chief
Executive Officer, President and the sole stockholder of Gildea
Management Company, a Delaware corporation ("GMC"), which corporation
has the power to dispose of the 842,857 shares of Common Stock (the
"Network Common Shares") issuable upon conversion of the 59,000 shares
of Series B Preferred Stock (the "Network Preferred Shares")
beneficially owned by Network Fund III, by virtue of an Investment
Advisory Agreement, dated February 26, 1996, between GMC and Network
Fund III (the "Investment Advisory Agreement"), a copy of which is
attached hereto as Exhibit 2 and incorporated herein by reference.
As a result, Gildea may be deemed to beneficially own the Network
Common Shares issuable upon conversion of the Network Preferred
Shares. Gildea also owns 10,000 shares of Series B Preferred Stock
in his individual capacity (the "Gildea Preferred Shares") which are
convertible into 142,857 shares of Common Stock (the "Gildea Common
Shares").
Mr. Gildea is also a limited partner in Bridge Partners. Mr. William
P. O'Donnell ("O'Donnell") is an officer, director and a minority
stockholder of Carson Street Partners and GMC, a limited partner in
Bridge Partners and owns 1,000 shares of Series B Preferred Stock (the
"O'Donnell Preferred Shares") convertible into 14,286 shares of Common
Stock (the "O'Donnell Common Shares"). Gildea, Carson Street Partners,
Bridge Partners and Network Fund III disclaim any existence of a
group (within the meaning of Section 13(d) of the Exchange Act) with,
between or among each other or Mr. O'Donnell.
Bridge Partners' principal business is to invest in shares of capital
stock of the Company and the capital stock and other securities of
other entities. Carson Street Partners' principal business is the
management of investments in various publicly traded companies.
Gildea's principal business is managing the investments of various
entities in issuers located principally in the United States. Network
Fund III's principal business is to invest in debt and equity
securities of public and private companies. The principal business
address and the
Page 10 of ___ Pages
principal office address of each of Bridge Partners, Carson Street
Partners and Gildea is 115 East Putnam Avenue, Greenwich, Connecticut
06830. The principal address and the principal office address of
Network Fund III is P.O. Box 219 Butterfield House, Grand Cayman,
Cayman Islands, B.W.I.
The respective names, business addresses, citizenship and present
principal occupations of each director and executive officer of each
of Carson Street Partners and Network Fund III are set forth on
Schedule I hereto.
None of Bridge Partners, Carson Street Partners, Gildea, Network Fund
III or, to the best knowledge of such parties, any of the persons
listed on Schedule I hereto, has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been 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.
Item 3. Source and Amount of Funds or Other Consideration.
Bridge Partners acquired the Bridge Preferred Shares which are
convertible into the Bridge Common Shares for $100 per share of Series
B Preferred Stock, or an aggregate of $14,100,000, all of which funds
were obtained from the working capital of Bridge Partners.
Gildea acquired the Gildea Preferred Shares which are convertible into
the Gildea Common Shares for $100 per share of Series B Preferred
Stock, or an aggregate of $1,000,000, all of which funds were obtained
from Gildea's personal funds.
Network Fund III acquired the Network Preferred Shares which are
convertible into the Network Common Shares for $100 per share of
Series B Preferred Stock, or an aggregate of $5,900,000, all of which
funds were obtained from the capital contribution of the partners of
Network Fund III.
O'Donnell acquired the O'Donnell Preferred Shares which are
convertible into the O'Donnell Common Shares for $100 per share of
Series B Preferred Stock, or an aggregate of $100,000, all of which
funds were obtained from O'Donnell's personal funds.
Item 4. Purpose of Transaction.
Bridge Partners acquired the Bridge Preferred Shares which are
convertible into the Bridge Common Shares, Network Fund III acquired
the Network Preferred Shares which are convertible into the Network
Common Shares, Gildea acquired the Gildea Preferred Shares which are
convertible into the Gildea Common Shares and O'Donnell acquired the
O'Donnell Preferred Shares which are convertible into the O'Donnell
Common Shares pursuant to the terms of an Amended and Restated Stock
Purchase Agreement, dated as of May 30, 1996, by and among UNC
Incorporated, Network Fund III, Gildea, O'Donnell, Bridge Partners,
Pequod Investments, L.P., EURISTECH S.A. and Mellon Bank N.A., as
Trustee for The General Chemical Group, Inc. Master Pension Trust, a
copy of which agreement is attached hereto as Exhibit 3 and
incorporated herein by reference (the "Stock Purchase Agreement").
Each of Bridge Partners, Network Fund III, Gildea and O'Donnell
currently intend to hold the Bridge Preferred Shares, the Network
Preferred Shares, the Gildea Preferred Shares and the O'Donnell
Preferred
Page 11 of ___ Pages
Shares and, upon conversion of such shares, the Bridge Common Shares,
the Network Common Shares, the Gildea Common Shares and the O'Donnell
Common Shares, respectively, for investment.
Each of Bridge Partners, Network Fund III, Carson Street Partners,
Gildea and O'Donnell intend to review on a continuing basis their
investment in the Company. As of the date of this Schedule 13D, no
determination has been made by Bridge Partners, Network Fund III,
Carson Street Partners, Gildea or O'Donnell to acquire additional
shares of capital stock of the Company or to dispose of any shares of
capital stock of the Company now held by them, although any of them
may decide to so acquire or dispose of shares of capital stock of the
Company. Any such determination will depend on market conditions
prevailing from time to time and on other conditions which may be
applicable depending on the nature of the transaction or transactions
involved. Pursuant to the Stock Purchase Agreement, the Company has
agreed to nominate one representative of the parties to the Stock
Purchase Agreement for election to the Company's Board of Directors
and it is currently anticipated that Gildea will be nominated and will
serve as a member of the Board of Directors of the Company. Except as
specifically set forth in this Item 4, none of Bridge Partners,
Network Fund III, Carson Street Partners, Gildea or O'Donnell has any
plans or proposals which relate to or would result in any of the
actions or effects set forth in items (a) through (j) of Item 4 of
Schedule 13D, although any of such persons may develop such plans or
proposals, subject to certain restrictive agreements with the Company
set forth in the Stock Purchase Agreement. Gildea, Carson Street
Partners, Bridge Partners and Network Fund III disclaim any existence
of a group (within the meaning of Section 13(d) of the Exchange Act)
with, between or among each other or Mr. O'Donnell.
Item 5. Interest in Securities of the Issuer.
(a) (i) Bridge Partners directly owns the 141,000 Bridge Preferred Shares
which are convertible into the 2,014,286 Bridge Common Shares. As
the sole general partner of Bridge Partners, Carson Street
Partners may be deemed to be the indirect beneficial owner of the
141,000 Bridge Preferred Shares which are convertible into the
2,014,286 Bridge Common Shares. As the Chairman of the Board of
Directors, Chief Executive Officer and controlling stockholder of
Carson Street Partners, Gildea may also be deemed to be the
indirect beneficial owner of the 141,000 Bridge Preferred Shares
which are convertible into the 2,014,286 Bridge Common Shares.
The 141,000 Bridge Preferred Shares which are convertible into
the 2,014,286 Bridge Common Shares represent the right to acquire
10.1% of the 17,861,981 shares of Common Stock of the Company
outstanding on the date hereof, based upon information provided
by the Company and calculated in accordance with Rule 13d-3(d)(1)
under the Exchange Act.
(ii) The 141,000 Bridge Preferred Shares of which Gildea may be deemed
to be the indirect beneficial owner, the 59,000 Network Preferred
Shares of which Gildea may be deemed to be the indirect
beneficial owner and the 10,000 Gildea Preferred Shares owned
directly by Gildea which are convertible into an aggregate of
3,000,000 shares of Common Stock collectively represent the right
to acquire 14.4% of the 17,861,981 shares of Common Stock of the
Company outstanding on the date hereof, based upon information
provided by the Company and calculated in accordance with Rule
13d-3(d)(1) under the Exchange Act.
(iii) The 1,000 O'Donnell Preferred Shares which are convertible into
14,286 O'Donnell Common Shares represent the right to acquire
0.1% of the 17,861,981 shares of Common Stock of the Company
outstanding on the date hereof, based
Page 12 of ___ Pages
upon information provided by the Company and calculated in
accordance with Rule 13d-3(d)(1) under the Exchange Act.
(iv) The 59,000 Network Preferred Shares which are convertible into
842,857 Network Common Shares represent the right to acquire 4.5%
of the 17,861,981 shares of Common Stock of the Company
outstanding on the date hereof, based upon information provided
by the Company and calculated in accordance with Rule 13d-3(d)(1)
under the Exchange Act.
(b) (i) Carson Street Partners, as the sole general partner of Bridge
Partners, has the power to vote or direct the voting and the
power to dispose or direct the disposition of the Bridge
Preferred Shares and Bridge Common Shares
Gildea, as the Chairman of the Board of Directors, Chief
Executive Officer, President and sole stockholder of
Carson Street Partners, may be deemed to have the indirect power
to vote or direct the voting and to dispose or direct the
disposition of the Bridge Preferred Shares and Bridge Common
Shares.
(ii) Gildea, as the Chairman of the Board of Directors, Chief
Executive Officer, President and sole stockholder of GMC,
may be deemed to have the power to vote or direct the voting and
to dispose or direct the disposition of the Network Preferred
Shares and the Network Common Shares.
(iii) Gildea has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of the Gildea Preferred
Shares and the Gildea Common Shares.
(iv) O'Donnell has the sole power to vote or direct the voting of and
to dispose of or direct the disposition of the O'Donnell
Preferred Shares and the O'Donnell Common Shares.
(c) Except as set forth in this Schedule 13D none of Bridge Partners,
Carson Street Partners, Gildea, Network Fund III, O'Donnell, or, to
the best knowledge of such parties, any of the persons named on
Schedule I hereto, owns any shares of the capital stock of the
Company or has purchased or sold any shares of the capital stock of
the Company during the past 60 days.
(d) Except as set forth in this Schedule 13D and except as may be provided
in the Partnership Agreement of Bridge Partners disclosed in Item 6,
below, no person is known by Bridge Partners, Carson Street Partners,
Gildea or Network Fund III to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Bridge Common Shares, the Network Common Shares or the
Gildea Common Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an Amended and Restated Agreement of Limited Partnership
of Bridge Partners dated as of May 30, 1996 by and among Carson Street
Partners, as General Partner, and the limited partners signatory
thereto, a copy of which is attached hereto as Exhibit 4 and
incorporated herein by reference (the "Partnership Agreement"), Carson
Street Partners is generally entitled to receive 11% of all net
realized gains on Bridge Partners' investments, which investments
include the Bridge Preferred Shares and the Bridge Common Shares
issuable upon conversion of the Bridge Preferred Shares.
Pursuant to a Consultant Agreement dated May 15, 1996 (the "GCG
Pension Trust Agreement") between The General Chemical Group Inc.
Master Pension Trust (the
Page 13 of ___ Pages
"GCG Pension Trust") and Iron City Capital LLC, a Delaware limited
liability company of which Gildea is a director, officer and the
controlling stockholder and O'Donnell is an officer, director and the
remaining minority stockholder ("Iron City LLC"), Iron City LLC and
the GCG Pension Trust have agreed that Iron City LLC may, but shall
not be obligated to, provide investment consultant services to the GCG
Pension Trust in connection with the purchase of 20,000 shares of
Series B Preferred Stock (the "GCG Pension Trust Shares") by the GCG
Pension Trust pursuant to the Stock Purchase Agreement. The GCG
Pension Trust Agreement provides, among other things, that the GCG
Pension Trust shall pay to Iron City LLC 20% of the pre-tax net gain
on the sale of the GCG Pension Trust Shares. Gildea disclaims
beneficial ownership of the GCG Pension Trust Shares.
Pursuant to a Consultant Agreement dated May 15, 1996 (the "EURISTECH
Agreement") between EURISTECH, S.A. ("EURISTECH") and Iron City LLC,
Iron City LLC and EURISTECH have agreed that Iron City LLC may, but
shall not be obligated to, provide investment consultant services to
EURISTECH in connection with the purchase of 15,000 shares of Series B
Preferred Stock (the "EURISTECH Shares") purchased by EURISTECH
pursuant to the Stock Purchase Agreement. The EURISTECH Agreement
provides, among other things, that EURISTECH shall pay to Iron City
LLC 20% of the pre-tax net gain on the sale of the EURISTECH Shares as
well as a 1% annual fee on the EURISTECH Shares. Gildea disclaims
beneficial ownership of the EURISTECH Shares.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons referred to in Item 2 of this Schedule 13D or
between such persons and any other person with respect to any of the
securities of the Company, including, but not limited to, any relating
to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss or the giving withholding of
proxies.
Item 7. Materials to Be Filed as Exhibits
1. Joint Filing Agreement, dated June 7, 1996.
2. Investment Advisory Agreement, by and among GMC and Network Fund
III, dated as of February 26, 1996.
3. Amended and Restated Stock Purchase Agreement, by and among the
parties thereto, dated as of May 30, 1996.
4. Amended and Restated Agreement of Limited Partnership dated as of
May 30, 1996.
Page 14 of ___ Pages
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: June 7, 1996
BRIDGE PARTNERS, L.P.
By: CARSON STREET PARTNERS, INC.,
General Partner
By: /s/ John W. Gildea
--------------------------------------------
Name: John W. Gildea
Title: Chief Executive Officer and President
CARSON STREET PARTNERS, INC.
By: /s/ John W. Gildea
--------------------------------------------
Name: John W. Gildea
Title: Chief Executive Officer and President
By: /s/ John W. Gildea
--------------------------------------------
John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY,
Investment Advisor
By: /s/ John W. Gildea
--------------------------------------------
Name: John W. Gildea
Title: President
Page 15 of ___ Pages
SCHEDULE I
Reporting Person: Carson Street Partners, Inc.
115 East Putnam Avenue
Greenwich, Connecticut 06830
Executive Officers, Directors and Controlling Person:
Name ............... John W. Gildea
Positions .......... Chairman of the Board, Chief Executive Officer,
President and controlling stockholder of Carson
Street Partners, Inc.
Principal Occupation
and Employment;
Business Address ... General Partner of Gildea Management Company, a
Delaware corporation ("GMC"), investment advisor;
the business address of GMC and Mr. Gildea is: 115
East Putnam Avenue, Greenwich, Connecticut 06830
Citizenship ........ U.S.A.
Name ............... William P. O'Donnell
Positions .......... Vice President, Secretary and Treasurer, Carson
Street Partners, Inc.
Principal Occupation
and Employment;
Business Address ... Executive officer and director of GMC, investment
advisor; the business address of GMC and Mr. O'Donnell
is: 115 East Putnam Avenue, Greenwich, Connecticut
06830.
Citizenship ........ U.S.A.
Page 16 of ___ Pages
Reporting Person: Network Fund III, Ltd.
P.O. Box 219 Butterfield House
Grand Cayman, Cayman Islands, B.W.I.
Executive Officers, Directors and Controlling Person:
Name: John W. Gildea
Position: Director and Chairman
Principal Occupation
and Employment:
Business Address: Managing Director of GMC; the business address of GMC
and Mr. Gildea is: 115 Putnam Avenue, Greenwich, CT
06830.
By virtue of being Managing Director of GMC which under its
Investment Advisory Agreement with Network (see Exhibit 2) has the
power to dispose of any of the Network Shares which may be held by
Network, and the Chairman of Network, Mr. Gildea may be deemed to be
a controlling person of Network.
Name: William P. O'Donnell
Position: Director and Managing Director
Principal Occupation
and Employment: Managing Director of Gildea Management Company
Business Address: 115 Putnam Avenue
Greenwich, CT 06830
Citizenship: USA
Name: Peter Arthur Neil Bailey
Position: Director
Principal Occupation
and Employment:
Business Address: Director of Abacus Asset Management in Jersey, Channel
Islands, a member of Coopers & Lybrand International, a
limited liability association incorporated in
Switzerland; business address: La Motte Chambers, La
Motte Street, St. Hellier, Jersey, Channel Islands,
U.K. JE1 1BJ
Page 17 of ___ Pages
Citizenship: U.K.
Name: Geoffrey William Fisher
Position: Director
Principal Occupation
and Employment:
Business Address: Director of Abacus Asset Management in Jersey, Channel
Islands, a member of Coopers & Lybrand International, a
limited liability association incorporated in
Switzerland; business address: La Motte Chambers, La
Motte Street, St. Hellier, Jersey, Channel Islands,
U.K. JE1 1BJ
Citizenship: U.K.
Name: Michael David de Figueiredo
Position: Director
Principal Occupation
and Employment:
Business Address: Director of Abacus (CI) Limited, a member of Coopers &
Lybrand International, a limited liability association
incorporated in Switzerland; business address: La Motte
Chambers, La Motte Street, St. Hellier, Jersey, Channel
Islands, U.K. JE1 1BJ
Citizenship: U.K.
Page 18 of ___ Pages
EXHIBIT INDEX
Page
Exhibit Number
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1. Joint Filing Agreement, dated June 7, 1996.
2. Investment Advisory Agreement, by and among GMC and Network Fund III, dated
as of February 26, 1996.
3. Amended and Restated Stock Purchase Agreement, by and among the parties
thereto, dated as of May 30, 1996.
4. Amended and Restated Agreement of Limited Partnership dated as of May 30,
1996.
Page 19 of ___ Pages
Dates Referenced Herein and Documents Incorporated by Reference
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