-----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, WRPTwV5SrpjMMXHdcexJ+rTz+2aq5KLS5FSjn+2jlM5XhKxrDyRhxAoWcyuAABcE lMZmQfz5cwhVI51QFk7GSA== 0000891836-96-000172.txt : 19960716 0000891836-96-000172.hdr.sgml : 19960716 ACCESSION NUMBER: 0000891836-96-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960715 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFECELL CORP CENTRAL INDEX KEY: 0000849448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 760172936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45509 FILM NUMBER: 96594655 BUSINESS ADDRESS: STREET 1: 3606 RESEARCH FOREST DR STREET 2: LIFECELL CORPORATION CITY: WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 7133675368 MAIL ADDRESS: STREET 1: 3606 RESEARCH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CS FIRST BOSTON INC CENTRAL INDEX KEY: 0000036121 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132853402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 E 52ND ST STREET 2: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129092000 MAIL ADDRESS: STREET 1: 55 E 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055-0186 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON GROUP INC/DE DATE OF NAME CHANGE: 19931029 SC 13D/A 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* LifeCell Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 531927101 (CUSIP Number) Andrew M. Hutcher CS First Boston, Inc. Park Avenue Plaza 55 East 52nd Street New York, NY 10055 (212) 909-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 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 this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746(12-91) 2 SCHEDULE 13D CUSIP No. 531927101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CS First Boston, Inc. IRS ID #13-2853402 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 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 NONE NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 160,412 shares 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,412 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.643% 14 TYPE OF REPORTING PERSON HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D (the "Amendment") relates to the Common Stock, par value $0.001 per share (the "Shares"), of Lifecell Corporation, a Delaware corporation (the "Issuer" or "LifeCell"). The Issuer's principal executive offices are located at 3606 Research Forest Drive, The Woodlands, Texas 77381. Item 2. Identity and Background This Amendment is being filed by CS First Boston, Inc., a Delaware corporation ("CSFBI"), as an amendment to and restatement of the Schedule 13D filed by CSFBI on May 19, 1994, with respect to Shares held directly by 1985 MIP Liquidating Trust (the "Trust"), successor to 1985 Merchant Investment Partnership, a New York limited partnership ("1985 MIP"). Merchant GP, Inc., a wholly-owned subsidiary of CSFBI ("Merchant GP") and formerly the sole General Partner of 1985 MIP, is currently the sole Trustee of the Trust. CSFBI is a holding company whose subsidiaries are principally engaged in the business of investment banking, broker-dealer and asset management activities. The principal office and business address for CSFBI, Merchant GP and the Trust is Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. CSFBI, Merchant GP and the Trust are referred to herein collectively as the "CS First Boston Entities". All of the outstanding voting common stock of CSFBI and approximately 69% of the outstanding non-voting common stock of CSFBI are owned by CS Holding, a Swiss corporation having its registered offices at Nueschelerstrasse 1, CH-8021 Zurich, Switzerland. The principal business of CS Holding is acting as a holding company for a group of companies in the financial services and energy business offering a comprehensive range of products. Through its ownership of common stock of CSFBI, CS Holding, for purposes of the federal securities laws, may be deemed to ultimately control CSFBI. CS Holding, its executive officers and directors and its direct and indirect subsidiaries, in addition to the CS First Boston Entities, may beneficially own Shares of the Issuer and such Shares are not reported in this Statement. CS Holding disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the CS First Boston Entities. CSFBI hereby undertakes to amend this Statement, if necessary, to include the information required by Items 3 through 6 of Schedule 13D with respect to any Shares that may be beneficially owned by the executive officers or directors of CS Holding. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of CSFBI, Merchant GP and CS Holding are set forth on Schedule I hereto, which Schedule is hereby incorporated herein by reference in its entirety. The Trust has no executive officers or directors. None of the CS First Boston Entities and, to the knowledge of CSFBI, neither CS Holding nor any of the executive officers and directors 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. 4 Item 3. Source and Amount of Funds or Other Consideration Not Applicable. Item 4. Purpose of Transaction On March 11, 1994, CSFBI acquired 128,705 Shares of LifeCell pursuant to an arbitration award. Pursuant to an Agreement of Trust, dated December 22, 1995 (the "Agreement of Trust"), between 1985 MIP and Merchant GP, the Trust was established for the sole purpose of liquidating the assets of 1985 MIP, including the Shares held by it, and distributing the proceeds therefrom in accordance with the terms of the Agreement of Trust. Pursuant to the Agreement of Trust, 1985 MIP appointed Merchant GP as sole trustee of the Trust and conveyed the Shares held by 1985 MIP to the Trust. The CS First Boston Entities do not currently have any plans or proposals which would relate to or result in any of the transactions set forth in paragraphs (a) through (j) of Item 4 to Schedule 13D, although they may in the future engage in some or all of the transactions therein described. The CS First Boston Entities may engage in further purchases of Shares from time to time and may sell Shares at any time and from time to time. The foregoing summary of the Agreement of Trust is qualified in its entirety by the Agreement of Trust, which is filed as an exhibit hereto and incorporated by reference into this Item 4. Item 5. Interest in Securities of the Issuer As of July 12, 1996: (a) CSFBI may be deemed to beneficially own 160,412 Shares, which constitutes approximately 3.643% of the outstanding Shares. CSFBI may be deemed to have sole dispositive power with respect to 160,412 Shares; has shared dispositive power with respect to none of the Shares and has sole or shared voting power with respect to none of the Shares. (b) Merchant GP beneficially owns 160,412 Shares, which constitutes approximately 3.643% of the outstanding Shares. Pursuant to an Asset Management Agreement, dated as of March 6, 1991, among Merchant GP, CSFBI, The Clipper Group, L.P. ("Clipper") and other parties thereto, including all amendments thereto, Clipper has sole voting power with respect to 160,412 of the Shares; and has shared voting power with respect to none of the Shares. Merchant GP has sole dispositive power with respect to 160,412 of the Shares; and has shared dispositive power with respect to none of the Shares. The terms of the Agreement were confirmed by a Letter Agreement, dated December 20, 1995, between Merchant GP and Clipper. (c) On June 10, 1996, the CS First Boston Entities ceased to beneficially own 5% of the outstanding Shares. (d) Other than the transactions set forth in Schedule 2 hereto, there has been no transactions in the Shares by the CS First Boston Entities during the past 60 days. To the best knowledge of CSFBI, none of the executive officers and directors listed in 5 Parts A through C of Schedule I hereto has effected any transactions in the Shares in the past 60 days. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. The Agreement of Trust is filed as an exhibit hereto and incorporated into this Item 6 by reference. See Item 4. Item 7. Material to be Filed As Exhibits 1. The Agreement of Trust. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: July 12, 1996 CS FIRST BOSTON, INC. By /s/ Agnes F. Reicke Name: Agnes F. Reicke Title: Deputy General Counsel, Director and Secretary 7 SCHEDULE I CERTAIN INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF CS FIRST BOSTON, INC; MERCHANT GP, INC. AND CS HOLDING Except where indicated, each of the persons named below is a citizen of the United States of America. Unless otherwise indicated, for each person whose principal employment is with CSFBI or Merchant GP, the principal business and address of such person's employer is described under Item 2 above. Unless otherwise indicated, for each person whose principal employment is with CS First Boston Corporation ("CSFBC"), the principal business of such person's employer consists of investment banking and broker-dealer activities and the address of such person's employer is Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. None of the persons named in Parts A through C below is a record owner of any Shares. Principal Occupation or Employment; Business Address; and Principal Business of Name Employer - -------------------------------- -------------------------- A. CS First Boston, Inc. --------------------- Directors Rainer E. Gut Chairman of the Board Chairman Credit Suisse (Citizen of Switzerland) Paradeplatz 8 CH - 8021 Zurich, Switzerland (Swiss Bank) John M. Hennessy CEO, Director and Chairman of the Executive Board of CSFBI Aziz D. Syriani President (Citizen of Canada) Olayan Investments Company Establishment The Olayan Group 206 Syngrou Avenue Kallithea, Athens, 17610 Greece Robert G. Schwartz Director Metropolitan Life Insurance Company 200 Park Avenue, Suite 5700 New York, NY 10166 Josef Ackermann ____ (Citizen of Switzerland) 8 Dr. Hugo von der Crone Retired (Citizen of Switzerland) c/o Credit Suisse Filiale Werdmuehleplatz Uranianstrasse 4 CH - 8001 Zurich, Switzerland Robert L. Genillard Chairman of the Board (Citizen of Switzerland) Clariden Bank One Quai du Mont-Blanc 1211 Geneva, Switzerland Peter Kuepfer President of the Executive (Citizen of Switzerland) Board Bank Leu, Ltd. Bahnhofstrasse 32 CH - 8022 Zurich, Switzerland Frank G. Zarb Chairman, Chief Executive Officer and President Alexander & Alexander Services Inc. 1185 Avenue of the Americas New York, NY 10036 Executive Board - --------------- John M. Hennessy CEO, Director and Chairman (Chairman) of the Executive Board, of CSFBI Allen D. Wheat President, Chief Operating Officer and Chairman of the Operating Committee, of CSFBI Brady W. Dougan Managing Director-Equities, of CSFBC Marc Hotimsky Managing Director-Fixed Income and Foreign Exchange, of CSFBC David C. Mulford Vice Chairman, Investment Banking, of CSFBI Richard E. Thornburgh Chief Financial and Administrative Officer, of CSFBI Charles G. Ward, III Managing Director-Investment Banking, of CSFBC Operating Committee - ------------------- Allen D. Wheat President, Chief Operating (Chairman) Officer and Chairman of the Operating Committee, of CSFBI Brady W. Dougan Managing Director-Equities, of CSFBC Christopher A. Goekjian Managing Director of CSFBC 1 Cabot Square London, England E14, 4QJ Charles G. Ward III Managing Director-Investment Banking, of CSFBC 9 Christopher Carter Managing Director-Equities, of CSFBC 1 Cabot Square London, England E14, 4QJ Brian D. Finn Managing Director-Mergers and Acquisitions, of CSFBC Craig Foster Managing Director-Fixed Income, of CSFBC John S. Harrison Managing Director, of CSFBC Marc Hotimsky Managing Director-Fixed Income and Foreign Exchange, of CSFBC Ian Molsen Managing Director, of CSFBC Mark R. Patterson Managing Director-Leveraged Finance, of CSFBC Richard E. Thornburgh Chief Financial and Administrative Officer, of CSFBI Executive Officers John M. Hennessy CEO, Director and Chairman (CEO) of the Executive Board, of CSFBI Allen D. Wheat President, Chief Operating (President and Chief Officer and Chairman of Operating Officer) the Operating Committee, of CSFBI David C. Mulford Vice Chairman, Investment (Vice Chairman, Banking, of CSFBI Investment Banking) Charles G. Ward, III Managing Director, (Managing Director, Investment Banking, of CSFBC Investment Banking) Richard E. Thornburgh Chief Administrative and (Chief Administrative and Financial Officer, of CSFBI Financial Officer) Anthony J. Cetta Managing Director-Senior (Managing Director-Senior Advisor and Tax Director, of Advisor and Director of Taxes) CSFBI Thomas J. Carroll Managing Director and Chief (Managing Director and Auditor, of CSFBI Chief Auditor) William P. Bowden, Jr. Managing Director and (Managing Director and General General Counsel) Counsel, of CSFBI 10 Maynard J. Toll, Jr. Managing Director-Senior (Managing Director- Advisor and Communications Senior Advisor and Officer, of CSFBI Communications Officer) Carlos Onis Managing Director and (Managing Director and Controller) Controller, of CSFBI Lewis H. Wirshba Managing Director and (Managing Director and Treasurer) Treasurer, of CSFBI Agnes F. Reicke Deputy General Counsel, (Deputy General Counsel, Director and Secretary, of Director and Secretary) CSFBI Lori M. Russo Vice President and Assistant (Vice President and Secretary, of CSFBI Assistant Secretary) B. Merchant GP, Inc. ----------------- Directors - --------- John M. Hennessy CEO, Director and Chairman (President and Chairman) of the Executive Board, of CSFBI Allen D. Wheat President, Chief Operating (Director) Officer and Chairman of the Operating Committee, of CSFBI Richard E. Thornburgh Chief Administrative and (Vice President) Financial Officer, of CSFBI David A. DeNunzio Managing Director, of CSFBC (Vice President) John S. Harrison Managing Director, of CSFBC (Vice President) Mark R. Patterson Managing Director-Leveraged (Vice President) Finance, of CSFBC Charles G. Ward, III Managing Director, (Vice President) Investment Banking, of CSFBC Officers - -------- John M. Hennessy CEO, Director and Chairman (President and Chairman) of the Executive Board, of CSFBI Richard E. Thornburgh Chief Administrative and (Vice President) Financial Officer, of CSFBI David A. DeNunzio Managing Director, of CSFBC (Vice President) John S. Harrison Managing Director, of CSFBC (Vice President) Mark R. Patterson Managing Director-Leveraged (Vice President) Finance, of CSFBC 11 Charles G. Ward, III Managing Director, (Vice President) Investment Banking, of CSFBC Agnes F. Reicke Deputy General Counsel, (Vice President and Director and Secretary, of Secretary) CSFBI Lori M. Russo Vice President and Assistant (Assistant Secretary) Secretary, of CSFBI Linda H. Hanauer Director and Assistant (Vice President and Treasurer) Treasurer, of CSFBC Carlos Onis Managing Director and (Vice President and Controller) Controller, of CSFBI Nancy G. Farese Vice President, of CSFBC (Vice President) Barbara Wentworth Vice President, of CSFBC (Vice President and Assistant Controller) Thomas Zingalli Vice President, of CSFBC (Vice President and Assistant Controller) Kenneth J. Lohsen Director-Tax Department, of (Vice President and Director of Taxes) CSFBC C. CS Holding ---------- Directors - --------- Rainer E. Gut Chairman of the Board Chairman Credit Suisse (Citizen of Switzerland) Paradeplatz 8, CH - 8021 Zurich, Switzerland (Swiss Bank) Helmut O. Maucher Chairman of the Board and (Citizen of Germany) CEO Nestle Ltd. 1800 Vevey, Switzerland Dr. Ulrich Albers Partner (Citizen of Switzerland) Albers & Co. CH - 8022 Zurich, Switzerland (Textile products) Dr. Thomas W. Bechtler Vice Chairman and CEO (Citizen of Switzerland) Hesta AG P.O. Box 1910 CH-5700 Kusnacht Switzerland Ulrich Bremi Chairman (Citizen of Switzerland) Swiss Reinsurance Company Mythenqual 50/60 CH - 8022 Zurich, Switzerland 12 Jean-Daniel Cornaz Chairman of the Board and (Citizen of Switzerland) CEO Vetropack Holding Ltd. CH - 8180 Bulach, Switzerland (Glass, packaging industry) Giafranco Cotti Chairman of the Board (Citizen of Switzerland) Swiss Volksbank Weltpostsrasse 5 CH - 3015 Berne, Switzerland Arthur Dunkel Boulevard du Theatre 6-4 (Citizen of Switzerland) CH - 1204 Geneva, Switzerland Robert L. Genillard Chairman of the Board (Citizen of Switzerland) Clariden Bank One Quai du Mont-Blanc CH - 1211 Geneva, Switzerland Dr. Adolf Gugler Chairman of the Board (Citizen of Switzerland) Swiss Volksbank Weltpoststrasse 5 CH - 3015 Berne, Switzerland Heini Lippuner President and Chief (Citizen of Switzerland) Operating Officer Ciba-Geigy Ltd. CH - 4002 Basle, Switzerland Otto Loepfe CEO (Citizen of Switzerland) Swissair Group 8058 Zurich-Airport, Switzerland Erich Mueller Member of the Executive (Citizen of Switzerland) Board Sulzer Brothers Ltd. 8401 Winterthur, Switzerland (Machinery) Thomas Schmidheiny Chairman of the Board (Citizen of Switzerland) Holderbank Financiere Glarus Ltd. Zurcherstrasse 170 CH - 8645 Jona, Switzerland Ernst Schneider Chairman of the Board (Citizen of Switzerland) Bank Leu, Ltd. Baerenstrasse 8 CH - 6304 Zug, Switzerland Vreni Spoerry National Councillor (Citizen of Switzerland) Claridenstrasse 3 CH - 8810 Horgen, Switzerland Theodor M. Tschopp President (Citizen of Switzerland) Alusuisse-Lonza Holding Ltd. Feldeggstrasse 4 CH - 8034 Zurich, Switzerland 13 Executive Officers - ------------------ Rainer E. Gut Chairman of the Board (President and Chairman Credit Suisse of the Board) Paradeplatz 8 (Citizen of Switzerland) CH - 8021 Zurich, Switzerland (Swiss Bank) Oskar K. Ronner President and CEO (Member of the Executive Electrowatt Ltd. Board) Bellerivestrasse 36 (Citizen of Switzerland) CH - 8022 Zurich, Switzerland Allen D. Wheat President, Chief Operating (Member of the Executive Board) Officer and Chairman of the Operating Committee, of CSFBI Peter Kuepfer President of the Executive (Member of the Executive Board) Board (Citizen of Switzerland) Bank Leu, Ltd. Bahnhofstrasse 32 CH - 8022 Zurich, Switzerland Phillip M. Colebatch Member of the Executive Member of the Executive Board Board (Citizen of Australia) CS Holding Nueschelerstrasse 1 CH - 8021 Zurich, Switzerland 14 SCHEDULE 2 All of the following transactions were made by the Trust in the open market for cash. Trade Date Shares Price Transaction ---------- ------ ----- ----------- 3/22/96 2,000 5 1/4 Sale 4/15/96 10,000 4 5/8 Sale 4/17/96 5,000 4 5/8 Sale 5/29/96 5,000 4 Sale 5/30/96 2,000 4 Sale 6/5/96 3,000 4 Sale 6/10/96 15,000 4 1/4 Sale 6/10/96 10,000 4 1/8 Sale 6/12/96 15,000 4 3/8 Sale 6/12/96 10,000 4 1/2 Sale 6/13/96 5,000 4 3/8 Sale 6/17/96 5,000 4 3/8 Sale 6/26/96 5,000 4 Sale 15 Exhibit Index Exhibit No. Under Reg. Schedule 13D S-K, Item 601 Exhibit No. Description (99.1) 1 The Agreement of Trust EX-99.1 2 THE AGREEMENT OF TRUST 1 Exhibit 1 1985 MIP LIQUIDATING TRUST AGREEMENT OF TRUST THIS Agreement of Trust creating the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST A and SUBTRUST B, dated as of December 22, 1995, is made and entered into by and between 1985 MERCHANT INVESTMENT PARTNERSHIP (the "Partnership") and MERCHANT GP, INC. (the "Trustee"). WHEREAS, the Partnership by its terms terminates on December 31, 1995; WHEREAS, as of the date above, the Partnership holds the assets listed on Schedule 1 (the "Subtrust A Assets") and Schedule 2 (the "Subtrust B Assets") (collectively, the "Trust Assets"); and WHEREAS, the Trustee is willing to hold (i) the Subtrust A Assets in trust for the benefit of those persons who are partners of the Partnership as of the date above and who have an interest in the Subtrust A Assets as set forth in Schedule 3 (the "Subtrust A Beneficiaries"), and (ii) the Subtrust B Assets in trust for the benefit of those persons who are partners of the Partnership as of the date above and who have an interest in the Subtrust B Assets as set forth in Schedule 4 (the "Subtrust B Beneficiaries"); NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Partnership and the Trustee agree as follows: 1. Establishment of 1985 MIP LIQUIDATING TRUST and related SUBTRUST A and SUBTRUST B. The Partnership hereby conveys, sets over, assigns and delivers to the Trustee, without the reservation of any interest of any nature, the Trust Assets, and the Trustee agrees to accept and hold (i) the Subtrust A Assets in trust for the Subtrust A Beneficiaries, and their successors and assigns, in accordance with each individual beneficiary's respective interest in the Subtrust A Assets as of the date above, as set forth in Schedule 3, and (ii) the Subtrust B Assets in trust for the Subtrust B Beneficiaries, and their successors and assigns, in accordance with each individual beneficiary's respective interest in the Subtrust B Assets as of the date above, as set forth in Schedule 4. 2. Purpose of 1985 MIP LIQUIDATING TRUST; Powers of Trustee. The trust (the "1985 MIP LIQUIDATING TRUST") and related subtrusts ("SUBTRUST A" and "SUBTRUST B") created hereby are created solely for the 2 purpose of liquidating the Trust Assets and distributing the proceeds therefrom in a timely manner in accordance with Treasury Regulation Section 301.7701-4(d), and shall have no objective to continue or engage in the conduct of a trade or business. In furtherance of the foregoing, the Trustee shall have such powers, which shall be exercisable without the consent of the Subtrust A Beneficiaries and Subtrust B Beneficiaries (collectively, the "Trust Beneficiaries"), to perform any and all acts necessary or desirable to carry out the purposes of the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST A and SUBTRUST B, including but not limited to, any and all acts necessary or desirable to conserve, maintain and manage the Trust Assets pending their sale or liquidation, without any responsibility or liability for any depreciation or loss by or on account of the Trust Assets, and to distribute at least annually to the Trust Beneficiaries, their successors and assigns, in accordance with their respective interests set forth in Schedules 3 and 4, any proceeds from the sale or other liquidation of the Trust Assets, any amounts of cash distributed in respect of the Trust Assets and any other cash held as part of the 1985 MIP LIQUIDATING TRUST estate (in its entirety, the "Trust Estate") in excess of the 1985 MIP LIQUIDATING TRUST's expenses; and to hold any cash to be distributed in connection with the Trust Estate as part of the Trust Estate until distributed to the Trust Beneficiaries as herein provided; provided, however, that the Trustee shall not have the power to vary the nature of the assets of the Trust Estate beyond its current composition, cash, demand and time deposits in banks or savings institutions, repurchase agreements, including reverse repurchase agreements, and temporary investments such as short-term certificates of deposit or Treasury bills. 3. Dissolution; Disposition of Trust Assets. Prior to termination of the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST A and SUBTRUST B, the Trustee shall distribute any remaining Trust Assets to the Trust Beneficiaries, their successors and ensigns, in accordance with their respective interests, as set forth in Schedules 3 and 4, in the Subtrust A Assets and Subtrust B Assets, respectively. SUBTRUST A will terminate and dissolve upon the earlier to occur of (i) liquidation of the SubTrust A Assets and distribution of the proceeds therefrom to the SubTrust A Beneficiaries, their successors and assigns, and (ii) the third anniversary hereof; provided, that, notwithstanding the foregoing, the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST A, shall terminate and dissolve, and the SubTrust A Assets shall be promptly distributed, in the event of any voluntary or involuntary judicial filing of bankruptcy by or with respect to MERCHANT GP, INC. under the laws of the United States or any of its political subdivisions. SUBTRUST B will terminate and dissolve upon the earlier to occur of (i) liquidation of the SubTrust B Assets and distribution of the proceeds therefrom to the SubTrust B Beneficiaries, their successors and assigns, and (ii) the third anniversary hereof; provided, that, notwithstanding the foregoing, the 1985 MIP LIQUIDATING TRUST, and related SUBTRUST B, shall terminate and dissolve, and the SubTrust B Assets shall be promptly distributed, in the event of any voluntary or involuntary judicial 3 filing of bankruptcy by or with respect to MERCHANT GP, INC. under the laws of the United States or any of its political subdivisions. 4. Payment of Expenses and Claims against the 1985 MIP LIQUIDATING TRUST. The Trustee shall pay all expenses incurred in connection with the formation and administration of the 1985 MIP LIQUIDATING TRUST out of the assets of the 1985 MIP LIQUIDATING TRUST, including, without limitation, expenses incurred for the maintenance and protection of the Trust Assets, taxes, expenses incurred in communicating with the Trust Beneficiaries, legal, accounting and other expenses incurred by the Trustee in connection with the performance of its obligations hereunder. Expenses shall be allocated between the Subtrust A Assets and the Subtrust B Assets as determined by the Trustee in its sole and absolute discretion. 5. Transfer of Beneficial Interests. The interests of the Trust Beneficiaries in the 1985 MIP LIQUIDATING TRUST, which are reflected only on the records of the 1985 MIP LIQUIDATING TRUST, are not negotiable and shall be assignable only pursuant to applicable laws of descent and distribution. 6. Obligations of Trustee. The Trustee shall have only such affirmative obligations as are provided for in this Agreement of Trust or as may be required by law. 7. Indemnification of Trustee. The Trustee shall be indemnified by and receive reimbursement from the Trust Estate against and from any and all loss, liability, expense, or damage which the Trustee may occur or sustain, in the exercise and performance of any of the powers and duties of the Trustee under this Agreement of Trust, except for any such loss, liability, expense or damage that results from the gross negligence or willful misconduct of the Trustee. In the event that the Trust Estate has been wholly or partially distributed, each Trust Beneficiary shall refund to the Trustee his proportionate share of all such loss, liability, expense or damage as to which the Trustee is entitled to indemnity or reimbursement; provided, however, that the liability of each Such Trust Beneficiary shall not exceed the amount distributed to such Trust Beneficiary from the Trust Estate. 8. Miscellaneous. This Agreement of Trust shall be governed by and construed in accordance with the laws of the State of New York (without regard for the conflicts of laws provisions thereof) and shall bind and inure to the benefit of 4 the Trustee, the Trust Beneficiaries and the respective successors and assigns of the foregoing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Trust as of the date set forth above. MERCHANT GP, INC., As Trustee By: Name: Ken Lohsen Title: Vice President 1985 MERCHANT INVESTMENT PARTNERSHIP, By MERCHANT GP, INC., Its General Partner By: Name: Ken Lohsen Title: Vice President 5 1985 MIP LIQUIDATING TRUST AGREEMENT OF TRUST SCHEDULE 1 SUBTRUST A ASSETS (i) $12,992,815.25 plus all accrued interest thereon, 5.65% Subordinated Payment-In-Kind Note due March 31, 1988, issued by AVONDALE MILLS, INC.; (ii) $377,242.78 plus all accrued interest thereon, 5.65% Subordinated Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS, INC.; (iii) $381,900.85 plus all accrued interest thereon, 5.65% Subordinated Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS, INC.; and (iv) $399,284.31 plus all accrued interest thereon, 5.65% Subordinated Payment-In-Kind Note due March 31, 1998, issued by AVONDALE MILLS, INC. 6 1985 MIP LIQUIDATING TRUST AGREEMENT OF TRUST SCHEDULE 2 SUBTRUST B ASSETS (i) 128,705 shares of LifeCell Corporation Common Stock, valued at $305,674.38 based on the five day average closing price for the period ending December 21, 1995; (ii) 123,707 shares of LifeCell Corporation Common Stock, valued at $293,804.13 based on the five day average closing price for the period ending December 21, 1995; and (iii) $104,632.73 Reverse Repurchase Agreement with CS First Boston Corporation. 7 1985 MIP LIQUIDATING TRUST AGREEMENT OF TRUST SCHEDULE 3 SUBTRUST A BENEFICIARIES PERCENTAGE INTEREST IN SUBTRUST A NAME & ADDRESS OF PARTNER ID NUMBER ASSETS 1. MERCHANT GP, INC. 13-3115136 76.7381% C/O CS FIRST BOSTON CORPORATION 5 WORLD TRADE CENTER NEW YORK, NEW YORK 10048 2. EDWARD S. ATWATER ###-##-#### 0.1227% ONE DOWNER AVENUE PO BOX 749 MANTOLOKING, NJ 08738 3. R. GAMBLE BALDWIN ###-##-#### 0.0491% 1130 PARK AVENUE NEW YORK, NEW YORK 10128 4. DAVID C. BATTEN ###-##-#### 0.2454% 784 PARK AVENUE APT. 18C NEW YORK, NEW YORK 10021 5. ROBERT M. BAYLIS ###-##-#### 0.2454% 116 DELAFIELD ISLAND ROAD DARIEN, CT 06820 6. JAMES R. BAYNES ###-##-#### 0.0981% PO BOX 51 DAUFUSKIE ISLAND, SC 29915 7. EUGENE F. BEDELL ###-##-#### 0.0491% 12715 MOREHEAD CHAPEL HILL, NC 27514 -----END PRIVACY-ENHANCED MESSAGE-----