-----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, I41qQt80oU4hXFRpP3YMS1K3HUVti4Evvn31myKySAbkduyIabgyvGUUzyJjVSkh eLNdpx1A34biv7eiZ0Rb8A== 0000909143-99-000159.txt : 19990910 0000909143-99-000159.hdr.sgml : 19990910 ACCESSION NUMBER: 0000909143-99-000159 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990909 GROUP MEMBERS: GLACIER CAPITAL LIMITED GROUP MEMBERS: IEO HOLDINGS LIMITED GROUP MEMBERS: INFINITY INVESTORS LIMITED GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: SUMMIT CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49607 FILM NUMBER: 99708455 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VISUAL EDGE SYSTEMS, INC. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 928430 10 7 - ----------------------------------------------------------------- (CUSIP Number) Stuart J. Chasanoff, Esq. HW Partners, L.P. 1601 Elm Street, Suite 4000 Dallas, Texas 75201 (214) 720-1600 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 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. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for the 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons. Infinity Investors Limited I.R.S. Identification Nos. of Above Persons (entities only) N/A (2) Check the Appropriate Box if a (a) [ ] Member of a Group (see instructions) (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7)Sole Voting 10,751,553 Power Beneficially (8) Shared Voting 117,842 Owned by Each Power Reporting Person (9)Sole Dispositive 9,775,553 Power with: (10) Shared Dispositive 117,842 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO -2- CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons IEO Holdings Limited I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7)Sole Voting 40,417 Power Beneficially (8) Shared Voting 10,828,978 Owned by Each Power Reporting Person (9)Sole Dispositive 40,417 Power with: (10) Shared Dispositive 9,852,978 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO -3- CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons Glacier Capital Limited I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7)Sole Voting 38,712 Power Beneficially (8) Shared Voting 10,830,683 Owned by Each Power Reporting Person (9)Sole Dispositive 38,712 Power with: (10) Shared Dispositive 9,854,683 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO -4- CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons Summit Capital Limited I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7)Sole Voting 38,713 Power Beneficially (8) Shared Voting 10,830,682 Owned by Each Power Reporting Person (9)Sole Dispositive 38,713 Power with: (10) Shared Dispositive 9,854,682 Power (11) Aggregate Amount Beneficially Owned 10,864,395 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO -5- AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------- Filed Pursuant to Rule 13d-1 ITEM 1. Security and Issuer. ------------------- This Statement on Schedule 13D ("Statement") relates to common stock, $.01 par value (the "Common Stock"), of VISUAL EDGE SYSTEMS, INC., a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 24211 North Federal Highway, Suite 100, Boca Raton, Florida 33431. This Statement amends and supplements the Statement on Schedule 13D originally filed by the "Reporting Persons" (as defined therein) on August 2, 1999. ITEM 2. Identity and Background. ----------------------- NOT AMENDED. ITEM 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The response to Item 3 is hereby amended and restated, in its entirety, to read as follows: Pursuant to a Securities Purchase Agreement, dated as of June 13, 1997, (as amended as described herein, the "Agreement"), among the Issuer and Infinity, Emerging (as the transferor to IEO), Sandera Partners, L.P. (as the transferor to Summit) and Lion Capital Partners, L.P. (as the transferor to Glacier) (collectively with such transferees, the "Funds"), the Funds purchased the following securities from the Issuer: (i) 8.25% unsecured convertible notes (the "Notes") in the aggregate principal amount of $7,500,000 with a maturity date of three years from the date of issuance, subject to the mandatory automatic exchange of $5 million of the Notes for Preferred Stock, par value $.01 per share, which Notes were convertible into shares of Common Stock (the "Note Conversion Shares") at any time and from time to time commencing January 1, 1998 at the option of the holder thereof subject to certain limitations on conversion set forth in the Agreement; (ii) 93,677 shares of Common Stock subject to adjustment; and (iii) five-year warrants to purchase 100,000 shares of Common Stock at an exercise price equal to $10.675. Their warrants were redeemable commencing October 1, 1998 at a redemption price equal to $.10 per share, subject to adjustment based on a 20- day minimum closing bid price of the Common Stock. Pursuant to the Agreement, the Issuer was required to issue additional grant shares (the "Additional Grant Shares") to the Funds in the event that the closing bid price of Common Stock for each trading day during any consecutive 10 trading days from June 13, 1997 through December 31, 1997 did not equal at least $10.00 per share. The Issuer issued 180,296 Additional Grant Shares during the fourth quarter of 1997. -6- Interest payments on the Notes are, at the option of the Issuer, payable in cash or in shares of Common Stock. During 1997 the Issuer issued an aggregate of 65,671 shares (the "Interest Shares") for payment of interest due. During 1998 the Issuer issued an aggregate of 80,989 Interest Shares for payment of interest due. On February 26, 1998, the Issuer entered into the First Amendment to the Securities Purchase Agreement and Related Documents, dated as of December 31, 1997 (the "First Amendment"), among the Issuer and the Funds. Pursuant to the First Amendment, the Funds converted $6 million aggregate principal amount of the Notes into the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock"). In addition, the "Maximum Conversion Price" (as defined in the First Amendment) at which shares of Preferred Stock are convertible into Common Stock was $6.00, subject to adjustment in certain circumstances. Dividends on the Preferred Stock and the Series A-2 Preferred Stock (as hereafter defined) are, at the option of the Issuer, payable in cash or in shares of Common Stock. During 1998 the Issuer issued an aggregate of 302,755 shares (the "Dividend Shares") for payment of dividends. The remaining $1.5 million of outstanding Notes held by the Funds have become secured debt pursuant to a Security Agreement, dated as of February 6, 1998 (the "Security Agreement"), between the Issuer and HW Partners, L.P., as agent for and representative of the Funds. With respect to such $1.5 million in outstanding Notes, the Funds have been granted a security interest in the collateral described in the Security Agreement, which includes all of the Issuer's assets, including, without limitation, unrestricted cash deposit accounts, accounts receivable, inventory and equipment and fixtures (excluding vans). On March 16, 1998, the Issuer sold an additional 1,550 shares of Preferred Stock to the Funds in exchange for marketable securities with an aggregate value of $1,550,000. In connection therewith, the Funds as the holders of the majority of the outstanding Preferred Stock obtained the right to appoint one director to the Issuer's Board of Directors, though they had not named such director as of August 2, 1999. On April 20, 1998, the Issuer redeemed such 1,550 shares of Preferred Stock in exchange for marketable securities with an aggregate value of $1,550,000. As a condition to the consummation of an additional equity financing of the Issuer, the Issuer entered into the Agreement and Second Amendment to Bridge Securities Purchase Agreement and Related Documents (the "Second Amendment"), among the Issuer and the Funds. Pursuant to the Second Amendment, the Funds agreed that they would not convert, prior to December 31, 1998, any shares of Preferred Stock or any principal amount of the Notes into shares of Common Stock, unless a "Material Transaction" (generally defined as a change of control of the Issuer, a transfer of all or substantially all of the Issuer's assets or a merger of the Issuer into another entity) occurs. Further, the Funds agreed that they would not, prior to March 31, 1999, publicly sell any shares of -7- Common Stock owned or acquired by the Funds, unless a Material Transaction occurred; the Funds are permitted, after June 20, 1998 and subject to the Issuer's right of first refusal, to privately sell any shares of Common Stock that they own or acquire, provided the purchaser agrees in writing to be bound by the same resale restrictions. The Funds have granted to the Issuer an option to redeem all of the Preferred Stock and the Notes owned by the Funds. The Issuer is required to redeem all of the Preferred Stock outstanding prior to redemption of any of the Notes. In connection with the Second Amendment, the Funds received 100,000 shares of Common Stock. Furthermore, because the Issuer did not redeem all of the Preferred Stock and Notes owned by the Funds before June 30, 1998, the Funds received 200,000 additional shares of Common Stock. On December 29, 1998, the Issuer entered into the Third Amendment to Bridge Securities and Purchase Agreement and Related Documents (the "Third Amendment"), among the Issuer and the Funds (or, if applicable, their respective transferees). Pursuant to the Third Amendment, the Issuer agreed to retire all of the issued and outstanding shares of the Preferred Stock and, in exchange therefor, issue to the Reporting Persons a new class of Series A-2 Convertible Preferred Stock (the "Series A-2 Preferred Stock"). The Series A- 2 Preferred Stock is senior to the Common Stock with respect to dividends, liquidation and dissolution. Prior to January 1, 2000, no dividends shall accrue or be payable on the Series A-2 Preferred stock. Beginning on January 1, 2000, each share of Series A-2 Preferred Stock shall entitle the holder to an annual dividend of 8.25%, payable on a quarterly basis, which dividend shall increase to 18% in certain situations as specified in the Certificate of Designation with respect to the Series A-2 Preferred Stock. The Third Amendment also revised the conversion price at which the Notes may be convertible into Common Stock and at which the Series A-2 Preferred Stock may be convertible into Common Stock (the "Series A-2 Conversion Shares" and, together with the Note Conversion Shares, the "Conversion Shares"). The "Conversion Price" (as defined in the Third Amendment) applicable to the Notes is $2.50 until January 1, 2000, inclusive, and $1.25 thereafter. The Conversion Price applicable to the Series A-2 Preferred Stock is (i) for the first $2,000,000 of aggregate liquidation preference of the Series A-2 Preferred Stock, $1.25 (ii) for the next $1,000,000 of aggregate liquidation preference of the Series A-2 Preferred Stock, $2.00 until June 30, 1999, inclusive, $1.375 from July 1, 1999 until January 1, 2000, inclusive, $1.25 thereafter, and (iii) for any excess amounts of aggregate liquidation preference of the Series A-2 Preferred Stock, $2.50 until June 30, 1999, inclusive, $2.00 from July 1, 1999 until January 1, 2000, inclusive, and $1.25 thereafter. However, upon the occurrence of an Event of Default (as described herein), the Conversion Price applicable to the Series A-2 Conversion Shares (the "Default Conversion Price") is determined according to the following formula, as set forth in the Certificate of Designation, Preferences and Rights of -8- the Series A-2 Convertible Preferred Stock: the formula F/P where F equals the Liquidation Preference (defined as $1,000 per share plus all secured and unpaid dividends on the Series A-2 Convertible Preferred Stock), and P equals the lesser of (x) $6.00 and (y) the product of 77.5% multiplied by the Market Price (defined as the average of the closing bid prices per share of the Conversion Stock as reported by the Bloomberg for the five (5) consecutive trading days preceding the date of determination) on the Conversion Date. The Reporting Persons agreed to a limitation of their conversion rights, such that, unless an Event of Default (as described therein) occurs, they may not convert any amount of convertible instruments that would result in the sum of (a) the number of shares of Common Stock beneficially owned by the Reporting Persons and their affiliates and (b) instruments or exercise of warrants, exceeding 9.99% of the outstanding shares of Common Stock after giving effect to such conversion (the "Limitation On Conversion"). The Third Amendment also removed resale limitations on the Reporting Persons. As an Event of Default has occurred and is continuing, the Limitation on Conversion is now void and the Default Conversion Price currently applies. In addition, in connection with the Third Amendment, the Reporting Persons canceled all outstanding Common Stock purchase warrants of the Issuer still held by them for an aggregate of 16,000 shares of Common Stock. As of May 1, 1999, IEO assigned, transferred and conveyed all of its right, title and interest in the Notes and the Series A-2 Preferred Stock of the Issuer to Infinity. However, IEO still holds an aggregate of 40,417 shares of Common Stock. The securities of the Issuer issued to the Reporting Persons pursuant to the Agreement (including the Conversion Shares, as defined herein) are collectively referred to herein as the "Securities". The funds needed to acquire the Securities were derived from the Reporting Persons' working capital accounts. The description contained in this Item 3 of the transactions contemplated by the Agreement described herein between the Issuer and the Reporting Persons are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 99.1 to 99.7 to this Statement. As an Event of Default under the Third Amendment has occurred and is continuing, Infinity, pursuant to the provisions of the Agreement, delivered on August 13, 1999 a notice of conversion of 1,627 shares of Series A-2 Preferred Stock of the Issuer, or a portion sufficient to obtain 9,594,860 shares of Common Stock at the Default Conversion Price, which equaled $5,897, on August 13, 1999 (the "Conversion"). No additional funds were needed to effect the Conversion. However, as of the date of this Statement, the Issuer has refused to allow its transfer agent to issue the Common Stock pursuant to the Conversion. -9- Infinity has not paid any consideration to any Proxy Stockholder (as defined below) in connection with the execution or delivery of the Voting Agreement (as defined below). ITEM 4. Purpose of Transaction. ---------------------- The response to Item 4 is hereby amended and restated, in its entirety, to read as follows: The Reporting Persons originally acquired beneficial ownership of the Securities for the purpose of investment. However, as set forth above, as the Limitation on Conversion is now void, Infinity has acquired additional Securities in excess of 20% of the outstanding Common Stock in the form of Series A-2 Conversion Shares in connection with the Conversion, and has used these Series A-2 Conversion Shares (together with its Common Stock) to influence control over the management of the Issuer as described herein. In addition, pursuant to that certain Voting Agreement dated August 2, 1999, by and among Infinity and Marion Interglobal, Ltd. (the "Voting Agreement"), Infinity has been granted an irrevocable proxy to vote the Common Stock of the Proxy Stockholders (the "Proxy Shares") on any matter submitted to the stockholders of the Company for a vote or approval. The description contained in this Item 4 of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 99.9 of this Statement. On August 30, 1999, Infinity exercised its voting control over its Common Stock and the Proxy Shares to issue a written consent of the holders of a majority of the shares of the Company's Common Stock to a) remove the current board of directors of the Company other than Ronald Seale, b) appoint Stuart J. Chasanoff and J. Keith Benedict as directors of the Company. Infinity intended thereby to a) cause the termination of the following officers of the Company: the Chief Executive Officer, the President and Chief Operating Officer and the Vice President of Operations and b) cause the appointment of Ronald Seale as Chairman of the Board, Chief Executive Officer, and President. In its Quarterly Report filed with the Securities and Exchange Commission on August 13, 1999, the Issuer stated that it intends to oppose certain aspects of this conversion and therefore presumably the action taken by Infinity described herein. The Reporting Persons also intend to review continuously their investment and the Issuer, and may in the future determine to: (i) acquire additional securities of the Issuer, through conversions of the Notes and/or the Series A-2 Preferred Stock, open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the Securities of the Issuer owned by them, (iii) consider plans or proposals which would relate to or result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a -10- material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) any other action similar to those enumerated above. The Reporting Persons also reserve the right to take other actions to influence the management of the Issuer should they deem such actions appropriate. ITEM 5. Interest in Securities of the Issuer. ----------------------------------- The response to Item 5 is hereby amended and restated, in its entirety, to read as follows: (a) The following table provides the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons on August 2, 1999 (based on 10,398,440 shares of Common Stock outstanding as reported on the Issuer's Form 10-QSB for the period ended June 30, 1999). For purposes of calculating the number of voting shares and the total percentages listed below, each is calculated as if each Reporting Person has converted all convertible securities held by such Reporting Person into Common Stock as described in Item 4 of this Statement, subject to the total number of shares of Common Stock authorized under the Issuer's Certificate of Incorporation, yielding 20,000,000 shares of Common Stock outstanding: Infinity IEO Glacier Summit Total --------- ------ ------- ------ --------- Common Stock 9,775,553 40,417 38,712 38,713 9,893,395 - ------------ Proxy Shares 976,000 ----- ----- ----- 976,000 - ------------ CONTROLLING PERSONS Each of (1) HW Partners, as advisor to Infinity, and (2) HW Finance, as the general partner of HW Partners, may be deemed to be the beneficial owner of the Securities beneficially owned by Infinity (the "Infinity Securities") pursuant to Rule 13d-3 of the Act. In his capacity as a controlling person of HW Finance, Wissman may be deemed to be the beneficial owner of the Infinity Securities. -11- Each of (1) HW Capital, as advisor to each of IEO, Summit and Glacier, and (2) HW Capital LLC, as the general partner of HW Capital, may be deemed to be the beneficial owner of the Securities beneficially owned by each of IEO (the "IEO Securities"), Glacier (the "Glacier Securities") and Summit (the "Summit Securities") pursuant to Rule 13d-3 of the Act. In their capacity as controlling persons of HW Capital LLC, C. Hunt and Wissman may be deemed to be the beneficial owner of the IEO Securities, the Glacier Securities and the Summit Securities pursuant to Rule 13d-3 of the Act. Emerging, as the sole shareholder of IEO, may be deemed to be the beneficial owner of the IEO Securities pursuant to Rule 13d-3 of the Act. Each of Lion, as the sole shareholder of Glacier, Mountain, as the general partner of Lion, and C. Hunt, Wissman and Fojtasek, as the Managers of Mountain, may be deemed to be the beneficial owners of the Glacier Securities pursuant to Rule 13d-3 of the Act. Each of Sandera, as the sole shareholder of Summit, SCM, as the general partner of Sandera, Capital, as the general partner of SCM, C. Hunt, Wissman and Schwarz, as the Managers (and, as applicable, the executive officers) of Capital, and HW Capital, as the 100% holder of Capital, may be deemed to be the beneficial owners of the Summit Securities pursuant to Rule 13d-3 of the Act. (b) REPORTING PERSONS Acting through its advisor, HW Partners, Infinity would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Infinity Securities and the Proxy Shares. Acting through its advisor, HW Capital, IEO would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the IEO Securities. Acting through its advisor, HW Capital, Glacier would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Glacier Securities. Acting through its advisor, HW Capital, Summit would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Summit Securities. -12- CONTROLLING PERSONS Acting through its sole general partner HW Finance, HW Partners would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of Infinity Securities and the Proxy Shares. In his capacity as a controlling person of HW Finance, Wissman would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of Infinity Securities and the Proxy Shares. Acting through its sole general partner HW Capital LLC, HW Capital would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the IEO Securities, the Summit Securities and the Glacier Securities. In their capacities as controlling persons of HW Capital LLC, C. Hunt and Wissman would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the IEO Securities, the Summit Securities and the Glacier Securities. As sole shareholder of IEO, Emerging would have the sole power to vote or direct the vote and to dispose or to direct the disposition of the IEO Securities. Each of Lion, as the sole shareholder of Glacier, Mountain, as the general partner of Lion, and C. Hunt, Wissman and Fojtasek, as the Managers of Mountain, would have the sole power to vote or to limit the vote and to dispose or to direct the disposition of the Glacier Securities. Each of Sandera, as the sole shareholder of Summit, SCM, as the general partner of Sandera, Capital, as the general partner of SCM, C. Hunt, Wissman and Schwarz, as the Managers (and, as applicable, the executive officers) of Capital, and HW Capital, as the 100% holder of Capital, would have the sole power to vote or to limit the vote and to dispose or to direct the disposition of the Summit Securities. (c) The Reporting Persons have sold an aggregate of 41,000 shares of Common Stock on the open market within the last 60 days. (d) Not applicable. (e) As of May 1, 1999, IEO ceased to be the beneficial owner of more than five percent of the Common Stock. -13- ITEM 6. Contracts, Arrangements, or Understandings or --------------------------------------------- Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ NOT AMENDED. ITEM 7. Material to be Filed as Exhibits. -------------------------------- NOT AMENDED. -14- After reasonable inquiry, and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. DATE: September 9, 1999 INFINITY INVESTORS LIMITED By: HW Partners, L.P., its investment advisor By: HW Finance, L.L.C., its general partner By: /s/ STUART CHASANOFF --------------------------- Name: Stuart Chasanoff Title: Senior Vice President IEO HOLDINGS LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital, L.L.C., its general partner By: /s/ STUART CHASANOFF ------------------------- Name: Stuart Chasanoff Title: Senior Vice President GLACIER CAPITAL LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital, L.L.C., its general partner By: /s/ STUART CHASANOFF ---------------------------- Name: Stuart Chasanoff Title: Senior Vice President SUMMIT CAPITAL LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital, L.L.C., its generalpartner By: /s/ STUART CHASANOFF ------------------------------ Name: Stuart Chasanoff Title: Senior Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -15- SCHEDULE A ---------- Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Infinity Investors Limited. Present Principal Position Name and Citizenship Occupation with or or Reporting Place of Organization Business Employment Person - --------------------- ---------- ---------- --------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 38 Hertford Street Accountant Director (British) London, England W1Y 7TG Margareta Hedstrom 38 Hertford Street President (Swedish) Longon, England and W1Y 7TG Treasurer Cofides S.A. 38 Hertford Street Financial Vice (Nevis, West Indies) London, England Services President W1Y 7TG SECORP Ltd. 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England Services W1Y 7TG -16- Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of IEO Holdings Limited. Present Principal Position Name and Citizenship Occupation with or or Reporting Place of Organization Business Employment Person - --------------------- ---------- ---------- --------- John A. Brooks 38 Hertford Street Solicitor Director, (UK) London, England President W1Y 7TG and Treasurer Suzanne Sheehy 38 Hertford Street Director (Irish) London, England Secretary and W1Y 7TG Secretary Sophia Leacocos 37 Shepherd Street Executive Director (USA) London, England W1Y 7LH Siobhan B. Mareuse 38 Hertford Street Attorney Director (Irish) London, England W1Y 7TG -17- Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Glacier Capital Limited. Present Principal Position Name and Citizenship Occupation with or or Reporting Place of Organization Business Employment Person - --------------------- ---------- ---------- --------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG Cofides S.A. 38 Hertford Street Financial Director (Nevis, West Indies) London, England Services W1Y 7TG James E. Martin 37 Shepherd Street Accountant President (British) London, England and W1Y 7LH Treasurer SECORP Limited 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England Services W1Y 7TG -18- Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Summit Capital Limited. Present Principal Position Name and Citizenship Occupation with or or Reporting Place of Organization Business Employment Person - --------------------- --------- ---------- --------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG Cofides S.A. 38 Hertford Street Financial Director (Nevis, West Indies) London, England Services W1Y 7TG James E. Martin 37 Shepherd Street Accountant President (British) London, England and W1Y 7LH Treasurer SECORP Limited 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England Services W1Y 7TG -19- -----END PRIVACY-ENHANCED MESSAGE-----