Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 58 124K
Ownership
2: EX-1 Underwriting Agreement 4 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 24 78K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 6 21K
5: EX-4 Instrument Defining the Rights of Security Holders 17 50K
6: EX-5 Opinion re: Legality 12 38K
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BRANDYWINE REALTY TRUST
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
105368203
(CUSIP Number)
Scott D. Hoffman, Esq. Marjorie L. Reifenberg, Commonwealth Atlantic
Lazard Freres & Co. LLC Esq. Properties Inc.
30 Rockefeller Plaza Lazard Freres Real Commonwealth Atlantic
New York, NY 10020 Estate Investors L.L.C. Operating Properties Inc.
(212) 632-6000 LF Strategic Realty Commonwealth Atlantic
Investors L.P. Land I Inc.
Prometheus AAPT Commonwealth Atlantic
Holdings, L.L.C. Land II Inc.
Commonwealth Atlantic Commonwealth Atlantic
Properties Investors Land III Inc.
Trust Commonwealth Atlantic
30 Rockefeller Plaza Land V Inc.
New York, NY 10020 Richmond Land Corporation
(212) 632-6000 Commonwealth Atlantic
Holding I Inc.
Commonwealth Atlantic
Development Inc.
66 Canal Center Plaza,
7th Floor
Alexandria, VA 23219
with a copy to:
Mario Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 17, 1999
(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 /_/.
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.
(Continued on following pages)
-2-
SCHEDULE 13D
CUSIP No. 105368203 Page 3 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,107,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,107,143
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,107,143
-3-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-4-
SCHEDULE 13D
CUSIP No. 105368203 Page 5 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,107,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,107,143
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,107,143
-5-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-6-
SCHEDULE 13D
CUSIP No. 105368203 Page 7 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors L.P.
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 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 4,107,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,107,143
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,107,143
-7-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
PN (limited partnership)
-8-
SCHEDULE 13D
CUSIP No. 105368203 Page 9 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus AAPT Holdings, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,339,286
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,339,286
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,339,286
-9-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-10-
SCHEDULE 13D
CUSIP No. 105368203 Page 11 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Operating Properties Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,183,114
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,183,114
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-11-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-12-
SCHEDULE 13D
CUSIP No. 105368203 Page 13 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land II Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 506,663
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,183,114
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 506,663
WITH
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,689,777
-13-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
CO
-14-
SCHEDULE 13D
CUSIP No. 105368203 Page 15 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land III Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,183,114
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-15-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-16-
SCHEDULE 13D
CUSIP No. 105368203 Page 17 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land V Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,183,114
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-17-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-18-
SCHEDULE 13D
CUSIP No. 105368203 Page 19 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land I Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,183,114
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-19-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-20-
SCHEDULE 13D
CUSIP No. 105368203 Page 21 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richmond Land Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,183,114
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-21-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-22-
SCHEDULE 13D
CUSIP No. 105368203 Page 23 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Holding I Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,183,114
BENEFICIALLY 8 SHARED VOTING POWER
LY OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,183,114
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
-23-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
-24-
SCHEDULE 13D
CUSIP No. 105368203 Page 25 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Properties Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,767,856
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,767,856
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,767,856
-25-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
CO
-26-
SCHEDULE 13D
CUSIP No. 105368203 Page 27 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Properties Investors Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 2,767,856
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
2,767,856
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,767,856
-27-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
CO
-28-
SCHEDULE 13D
CUSIP No. 105368203 Page 29 of 58 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Development Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 78,080
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 78,080
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,080
-29-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
CO
-30-
Page 31 of 58
This Amendment No. 1, dated November 17, 1999, is filed by Lazard
Freres & Co. LLC, a New York limited liability company ("Lazard"), Lazard
Freres Real Estate Investors L.L.C., a New York limited liability company
("LFREI"), LF Strategic Realty Investors L.P., a Delaware limited partnership
("LF Realty"), Prometheus AAPT Holdings, L.L.C., a Delaware limited liability
company ("Holdings"), Commonwealth Atlantic Operating Properties Inc., a
Virginia corporation ("CAOP"), Commonwealth Atlantic Land II Inc., a Virginia
corporation ("CAL"), Commonwealth Atlantic Development Inc., a Virginia
corporation ("CADI"), Commonwealth Atlantic Land I Inc., a Virginia
corporation ("CAL I"), Commonwealth Atlantic Land III Inc., a Virginia
corporation ("CAL III"), Commonwealth Atlantic Land V Inc., a Virginia
corporation ("CAL V"), Richmond Land Corporation, a Virginia corporation
("RLC"), Commonwealth Atlantic Holding I Inc., a Virginia corporation
("CAHI"), Commonwealth Atlantic Properties Inc., a Virginia real estate
investment trust ("CAPI"), and Commonwealth Atlantic Properties Investors
Trust, a Maryland real estate investment trust ("CAPIT", and together with
Lazard, LFREI, LF Realty, Holdings, CAOP, CAL, CADI, CALI, CAL III, CAL V,
RLC, CAHI and CAPI, the "Reporting Persons"). Capitalized terms used herein
but not defined shall have the meanings ascribed thereto in the Schedule 13D
dated July 31, 1999 filed by the Reporting Persons (the "Initial Schedule
13D"). This Amendment hereby amends and supplements the Initial Schedule 13D.
All items not described herein remain as previously reported in the Initial
Schedule 13D.
Item 2. Identity and Background
(a), (b), (c) and (f). Lazard joins the other Reporting Persons in
filing this Statement. Lazard continues to disclaim any beneficial ownership
of any of the shares of Common Stock reported in this Statement. The
principal business office of Lazard is 30 Rockefeller Plaza, New York, New
York, 10020. Lazard, a New York limited liability company, is the managing
member of LFREI. Lazard's activities consist principally of financial
advisory services. The name, business address and principal occupation or
employment of the persons that could be viewed as controlling Lazard are set
forth on Schedule 1 hereto and are incorporated by reference herein.
The name, business address and principal occupation or employment
of the executive officers of the Reporting Persons other than Lazard are set
forth on Schedules 2 through 12 hereto and are incorporated by reference
herein. Each executive officer listed on Schedules 2 through 12 is a citizen
of the United States.
(d) and (e). During the last five years, no Reporting Person nor,
to the best knowledge of any Reporting Person, any of the persons listed on
Schedules 1 through 12 (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor (ii) has been a
-31-
Page 32 of 58
party to any civil proceeding of a judicial or administrative body of
competent jurisdiction, and is or was, as a result of such proceeding,
subject to a judgment, decree or final order enjoining future violations or,
or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
LF Realty may contemplate from time to time the disposition of all
or a portion of the securities described in this Statement subject to any
applicable contractual limitations.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As previously reported, Holdings owns of record and beneficially
750,000 Preferred Shares. As discussed below, such Preferred Shares have
been pledged as collateral under a certain credit facility.
Pursuant to the terms of a facility letter, an amendment thereto,
and the terms sheet thereto, dated November 17, 1999 (the "Facility"), as of
November 17, 1999 a credit facility was made available by Merrill Lynch
International ("MLI") to Prometheus Western Retail, L.L.C., a Delaware
limited liability company ("Prometheus"), CAPIT, and Prometheus Investment
Holding Corp. ("PIHC", and together with Prometheus and CAPIT, the
"Borrowers"), jointly and severally as co-borrowers. In accordance with the
terms of the Facility, LF Realty and Holdings (together, the "Guarantors,"
and together with the Borrowers, the "Obligors") entered into a
Collateralised Guarantee with MLI (the "Collateralised Guarantee") on
November 17, 1999 pursuant to which the Guarantors became co-guarantors
jointly and severally of the obligations of the Borrowers arising under the
Facility. The total amount available to the Borrowers under the Facility is
$44,000,000.
In accordance with the terms of the Facility, Holdings, Prometheus,
and LF Realty (together, the "Pledgors") also entered into a Custodian
Agreement with MLI (the "Custodian Agreement") on November 17, 1999.
Pursuant to the terms of the Custodian Agreement and as contemplated by the
Facility, MLI set up a collateral account (the "Collateral Account") to hold
the 750,000 Preferred Shares owned by Holdings and certain other securities
owned by Prometheus and LF Realty. Under the terms of the Custodian
Agreement, upon the receipt of specific instructions from the Pledgors,
MLI may, if applicable, exercise voting rights with respect to or sell the
securities, including the Preferred Shares, deposited with MLI. MLI has a
general lien on all securities, including the Preferred Shares, held by it
as security for the obligations of the Pledgors under the Custodian Agreement
-32-
Page 33 of 58
for amounts becoming due or owing for safekeeping and administration. If the
Pledgors fail to discharge any of their obligations under the Custodian
Agreement when due, MLI is entitled to sell the securities, including the
Preferred Shares, held by it and apply the proceeds of such sale towards the
discharge of such obligations.
Pursuant to the terms of the Facility, the Obligors have pledged in
favor of MLI all of Obligors' right, title and interest in and to the
securities, including the Preferred Shares held in the Collateral Account and
all dividends, distributions and interest on and other proceeds of such
securities. During the term of the Facility and until the Obligors'
obligations under the Facility have been paid in full (i) none of the monies
from time to time standing to the credit of the Collateral Account may be
withdrawn, assigned or otherwise disposed of or encumbered except with MLI's
prior written consent or as otherwise specifically provided in the Facility
and (ii) the Obligors' may not create or have outstanding any call option,
pledge, assignment, transfer, hypothecation, mortgage, charge, encumbrance,
security interest or lien on or affecting any of the securities, including
the Preferred Shares, credited to the Collateral Account except with MLI's
prior written consent or as contemplated by the Facility or the Custodian
Agreement. The Preferred Shares may be released from the Collateral Account
and any pledge to MLI upon a reduction of the total amount available under
the Facility by $25,000,000.
All references to the Facility, the Collateralised Guarantee and
the Custodian Agreement are qualified in their entirety by the full text of
such agreements, copies of which are attached hereto as Exhibits 2, 3, 4 and
5 and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Letter and Terms Sheet Agreement dated as of November 17,
1999 among Prometheus, CAPIT, PIHC, LF Realty, Holdings,
MLI and MLIB.
Exhibit 3 Amendment to the Letter and Terms Sheet Agreement.
Exhibit 4 Collateralised Guarantee dated as of November 17, 1999
among the Guarantors and MLI.
Exhibit 5 Custodian Agreement dated as of November 17, 1999 among
the Pledgors and MLI.
-33-
Page 34 of 58
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
Name: Scott D. Hoffman
Title: Managing Director
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
Name: John A. Moore
Title: Chief Financial Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Chief Financial Officer
-34-
Page 35 of 58
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
PROMETHEUS AAPT HOLDINGS, L.L.C.
By: LF Strategic Realty Investors L.P.,
its sole member
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Chief Financial Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC OPERATING PROPERTIES INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC LAND II INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
-35-
Page 36 of 58
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC DEVELOPMENT INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC PROPERTIES INVESTORS TRUST
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
and Chief Financial Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC PROPERTIES INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
-36-
Page 37 of 58
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC LAND III INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC LAND V INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC HOLDING I INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
-37-
Page 38 of 58
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
RICHMOND LAND CORPORATION
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMONWEALTH ATLANTIC LAND I INC.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President
-38-
Page 39 of 58
SCHEDULE 1
Set forth below are the names and positions of each person that could
be viewed as controlling Lazard Freres & Co. LLC. Except as otherwise
indicated, the principal occupation of each person controlling Lazard Freres
& Co. LLC is general member of Lazard Freres & Co. LLC, the business address
of each such person is 30 Rockefeller Plaza, New York, New York 10020 and
each person is a citizen of the United States. Lazard Groupement d'Interet
Economique, a partnership organized under French law whose principal business
is investments (including its investment in Lazard Freres & Co. LLC), and
Lazard Partners Limited Partnership, a Delaware limited partnership whose
principal business is serving as a holding company, also serve as general
members of Lazard Freres & Co. LLC.
Business Address and
Principal Occupation
Name of Controlling Person (if other than as indicated above) Citizenship
-------------------------- ---------------------------------- -----------
Michel A. David-Weill France
John C. Adams Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
Eileen D. Alexanderson
William R. Araskog
Robert A. Baer, Jr.
F. Harlan Batrus
Gerardo Braggiotti Lazard Freres & Cie. Italy
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Patrick J. Callahan, Jr. Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
John V. Doyle
Thomas F. Dunn
Norman Eig
-39-
Page 40 of 58
Business Address and
Principal Occupation
(if other than as
Name of Controlling Person indicated above) Citizenship
-------------------------- -------------------- -----------
Richard P. Emerson
Peter R. Ezersky
Eli H. Fink
Jonathan F. Foster
Albert H. Garner
James S. Gold
Steven J. Golub
Robert L. Goodman
Herbert W. Gullquist
Thomas R. Haack
Paul J. Haigney
Ira O. Handler
Yasushi Hatakeyama Japan
Melvin L. Heineman
Scott D. Hoffman
Robert E. Hougie United
Kingdom
Kenneth M. Jacobs
James L. Kempner
Lee O. Kraus, Jr.
Sandra A. Lamb
-40-
Page 41 of 58
Business Address and
Principal Occupation
Name of Controlling Person (if other than as indicated above) Citizenship
-------------------------- ---------------------------------- -----------
Robert C. Larson
William R. Loomis, Jr.
J. Robert Lovejoy
Matthew J. Lustig
Thomas E. Lynch
Mark T. McMaster
Michael G. Medzigian
Richard W. Moore, Jr.
Robert P. Morgenthau
Steven J. Niemczyk
James A. Paduano
Louis Perlmutter
Russell E. Planitzer
Steven L. Rattner
John R. Reinsberg
L. Gregory Rice
Barry W. Ridings
Luis E. Rinaldini United
Kingdom
Bruno M. Roger Lazard Capital Markets France
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Michael S. Rome
-41-
Page 42 of 58
Business Address and
Principal Occupation
Name of Controlling Person (if other than as indicated above) Citizenship
-------------------------- ---------------------------------- -----------
Stephen H. Sands
Frank A. Savage
Gary S. Shedlin
David A. Tanner
David L. Tashjian
J. Mikesell Thomas Lazard Freres & Co. LLC
200 West Madison
Suite 2200
Chicago, IL 60606
Michael P. Triguboff Lazard Asset Management Australia
Pacific Co.
Level 39
Gateway
1 Macquarie Place
Sydney NSW 2000
Australia
Donald A. Wagner
Ali E. Wambold
Michael A. Weinstock
Antonio F. Weiss
Alexander E. Zagoreos
-42-
Page 43 of 58
SCHEDULE 2
The business address for each of the following persons is
30 Rockefeller Plaza, New York, NY 10020.
Executive Officers of Lazard Freres Real Estate Investors L.L.C.
Name of Officer Present and Principal Occupation
--------------- --------------------------------
Robert C. Larson Chairman
Michael G. Medzigian President and Chief Executive Officer
Mark S. Ticotin Chief Operating Officer
John A. Moore Principal and Chief Financial Officer
Douglas T. Healy Principal
Marjorie L. Reifenberg Principal, General Counsel
and Secretary
Henry C. Herms Controller
-43-
Page 44 of 58
SCHEDULE 3
EXECUTIVE OFFICERS AND TRUSTEES OF CAPIT
NAME OF OFFICER PRESENT OFFICE
OR TRUSTEE BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Michael G. Medzigian 30 Rockefeller Plaza President and Trustee
New York, NY 10020
Mark S. Ticotin 30 Rockefeller Plaza Vice President and Trustee
New York, NY 10020 of CAPIT
John A. Moore 30 Rockefeller Plaza Vice President, Chief
New York, NY 10020 Financial Officer and
Trustee of CAPIT
Henry C. Herms 30 Rockefeller Plaza Treasurer of CAPIT
New York, NY 10020
Marjorie L. Reifenberg 30 Rockefeller Plaza Secretary of CAPIT
New York, NY 10020
-44-
Page 45 of 58
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF CAPI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAPI
Matthew J. Lustig 30 Rockefeller Plaza Director of CAPI
New York, NY 10020
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAPI
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer of
Suite 2300 CAPI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director of
7th Floor CAPI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAPI
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Gregory L. Weinberger 30 Rockefeller Plaza Director of CAPI
New York, NY 10020
-45-
Page 46 of 58
Adrianne M. Horne CT Corporation System Director of CAPI
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAPI
7th Floor
Alexandria, VA 22314
-46-
Page 47 of 58
SCHEDULE 5
EXECUTIVE OFFICERS AND DIRECTORS OF CAL I
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAL I
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAL I
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAL I
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director of
7th Floor CAL I
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL I
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Adrianne M. Horne CT Corporation System Director of CAL I
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
-47-
Page 48 of 58
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAL I
7th Floor
Alexandria, VA 22314
-48-
Page 49 of 58
SCHEDULE 6
EXECUTIVE OFFICERS AND DIRECTORS OF CAL
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAL
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of CAL
& Boothe, LLP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAL
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director of
7th Floor CAL
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Camilia M. Denny CT Corporation System Director of CAL
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
-49-
Page 50 of 58
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAL
7th Floor
Alexandria, VA 22314
-50-
Page 51 of 58
SCHEDULE 7
EXECUTIVE OFFICERS AND DIRECTORS OF CAL III
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAL III
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAL III
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAL III
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of Cal III
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL III
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Mary Ann Brzoska CT Corporation System Director of CAL III
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
-51-
Page 52 of 58
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAL III
7th Floor
Alexandria, VA 22314
-52-
Page 53 of 58
SCHEDULE 8
EXECUTIVE OFFICERS AND DIRECTORS OF CAL V
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAL V
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL V
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL V
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAL V
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL V
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAL V
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of CAL V
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL V
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Bonnie A. Schuman CT Corporation System Director of CAL V
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAL V
7th Floor
Alexandria, VA 22314
-53-
Page 54 of 58
SCHEDULE 9
EXECUTIVE OFFICERS AND DIRECTORS OF CADI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CADI
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CADI
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CADI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of CADI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CADI
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Mary Ann Brzoska CT Corporation System Director of CADI
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CADI
7th Floor
Alexandria, VA 22314
-54-
Page 55 of 58
SCHEDULE 10
EXECUTIVE OFFICERS AND DIRECTORS OF CAHI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAHI
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAHI
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAHI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of CAHI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAHI
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Bonnie A. Schuman CT Corporation System Director of CAHI
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAHI
7th Floor
Alexandria, VA 22314
-55-
Page 56 of 58
SCHEDULE 11
EXECUTIVE OFFICERS AND DIRECTORS OF CAOP
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of CAOP
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAOP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of CAOP
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of CAOP
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAOP
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
William J. Reif CT Corporation System Director of CAOP
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
-56-
Page 57 of 58
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of CAOP
7th Floor
Alexandria, VA 22314
-57-
Page 58 of 58
SCHEDULE 12
EXECUTIVE OFFICERS AND DIRECTORS OF RLC
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza President and Director
New York, NY 10020 of RLC
Mark S. Ticotin 30 Rockefeller Plaza Vice President of RLC
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of RLC
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of RLC
& Boothe, LLP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of RLC
New York, NY 10020
Brent W. Sinnett 600 East Main Street Chief Financial Officer
Suite 2300 of RLC
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza President and Director
7th Floor of RLC
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of RLC
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
William J. Reif CT Corporation System Director of RLC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza Vice President of RLC
7th Floor
Alexandria, VA 22314
-58-
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