-----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, C4cL2/5fD0p3gT88Q9IWpOOK7kFU9iHUANhhxY+lQZaV/062dDYe4yhsI+5dFGEt 8S+PYFePKt1o2owxI/2sVw== 0000950123-96-007598.txt : 19961231 0000950123-96-007598.hdr.sgml : 19961231 ACCESSION NUMBER: 0000950123-96-007598 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961227 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METROCALL INC CENTRAL INDEX KEY: 0000906525 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541215634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45927 FILM NUMBER: 96687002 BUSINESS ADDRESS: STREET 1: 6910 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 BUSINESS PHONE: 7036606677 MAIL ADDRESS: STREET 1: 6910 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS CAPITAL LLC CENTRAL INDEX KEY: 0001029726 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: UNION BANK OF SWITZERLAND STREET 2: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171-0026 BUSINESS PHONE: 2128214000 MAIL ADDRESS: STREET 1: UNION BANK OF SWITZERLAND STREET 2: 299 PARK AVE 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-0026 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 METROCALL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 591 647 10 2 (CUSIP Number) UBS CAPITAL LLC 299 PARK AVENUE NEW YORK, NEW YORK 10171 ATTN: MR. MICHAEL GREENE (212) 821-6380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: NANCY FUCHS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 DECEMBER 18, 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 [ ]. 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. Page 1 of 15 pages. Exhibit Index on page 15 2 SCHEDULE 13D CUSIP NO. 591 647 10 2 PAGE 2 OF 15 PAGES - ------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 UBS Capital LLC - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 AF, WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,544,019 shares of Common Stock, including BENEFICIALLY 1,088,654 shares of Common Stock subject to OWNED BY the Warrants described herein EACH ------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON -0- WITH ------------------------------------------------------- SOLE DISPOSITIVE POWER 9 1,544,019 shares of Common Stock, including 1,088,654 shares of Common Stock subject to the Warrants described herein ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,544,019 shares of Common Stock, including 1,088,654 shares of Common Stock subject to the Warrants described herein - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)/ / - ------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 6.04% (based on 24,478,295 shares outstanding on November 15, 1996) - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 OO - ------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, $.01 par value (the "Common Stock") of Metrocall, Inc. (the "Issuer"). The shares of Common Stock reported in this statement include 1,088,654 shares of Common Stock purchasable pursuant to certain presently exercisable warrants, dated November 15, 1996 (the "Warrants"), issued to UBS Capital LLC, a limited liability company organized under the laws of the State of Delaware, by the Issuer. The principal executive offices of the Issuer are located at 6677 Richmond Highway, Alexandria, Virginia 22306. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement constitutes the filing on Schedule 13D by UBS Capital LLC, a Delaware limited liability company ("UBS"). A list of the directors and executive officers of UBS appears on Appendix 1. UBS Securities LLC, a Delaware limited liability company ("UBS Securities") owns 99% of the membership interests of UBS. Union Bank of Switzerland, a company organized under the laws of Switzerland ("Union Bank of Switzerland") owns 95% of the membership interests of UBS Securities. Union Bank of Switzerland is principally engaged in the general banking business and UBS Securities is principally engaged in the securities and investment banking businesses. A list of the managers and executive officers of UBS Securities and the directors and executive officers of Union Bank of Switzerland appears on Appendix 1. (b) The address of the principal business office of UBS is as follows: Reporting Person Address UBS Capital LLC 299 Park Avenue New York, New York 10171 The address of each of the managers and executive officers of UBS is c/o UBS Capital LLC, 299 Park Avenue, New York, New York 10171. The address of each of the managers and executive officers of UBS Securities is c/o UBS Securities LLC, 299 Park Avenue, New York, New York 10171. The address of each of the directors and executive officers of Union Bank of Switzerland is c/o Union Bank of Switzerland, Bahnhofstrasse 45, 8021 Zurich, Switzerland. (c) The present principal occupation or employment of each of the managers and executive officers of each of UBS and UBS Securities and each of the directors and executive officers of Union Bank of Switzerland are set forth on Appendix 1. (d) During the past five years, neither UBS, UBS Securities nor Union Bank of Switzerland nor, to the knowledge of UBS, any of the executive officers or managers of UBS or UBS Securities or any of the executive officers or directors of Union Bank of Switzerland, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). Page 3 of 15 pages. 4 (e) During the past five years, neither UBS, UBS Securities nor Union Bank of Switzerland nor, to the knowledge of UBS, any of the executive officers or managers of UBS or UBS Securities or the executive officers or directors of Union Bank of Switzerland has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or finding any violation with respect to such laws. (f) Each of UBS and UBS Securities is a Delaware limited liability company. To the knowledge of UBS, each executive officer and manager of each of UBS and UBS Securities is a citizen of the United States, except for Pierre de Weck, a member of the Board of Managers of UBS Securities, who is a citizen of Switzerland. Union Bank of Switzerland is a bank organized under the laws of Switzerland. To the knowledge of UBS, none of the executive officers and directors of Union Bank of Switzerland are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION UBS purchased an aggregate of 455,365 shares of Common Stock for total consideration (including brokerage commissions) of $2,167,537. UBS utilized funds for such purpose from its working capital. Pursuant to a unit purchase agreement dated as of November 15, 1996, among the Issuer, UBS and certain other investors, UBS purchased Warrants to purchase 1,088,654 shares of Common Stock as part of units containing one share of Series A Convertible Preferred Stock (a "Preferred Share") and one Warrant to purchase 18.266 shares of Common Stock at an exercise price per share of $7.40 ("Units"), for total consideration of $14,900,000, of which a de minimis amount was allocated to the purchase of the Warrants. UBS obtained funds for such purpose from an affiliated entity. If the Warrants are exercised, UBS intends to obtain the funds to pay for the shares of Common Stock to be purchased thereunder from various sources, including, without limitation, from working capital and/or from affiliated entities. ITEM 4. PURPOSE OF TRANSACTION UBS purchased the shares of Common Stock and the Warrants for investment purposes. (a) UBS may, for investment purposes, acquire additional shares of Common Stock (subject to availability at prices deemed favorable) in the open market, in private transactions or otherwise. UBS has no current plans to dispose of its shares of Common Stock in the near future, but possesses registration rights with respect to the shares of Common Stock purchasable upon exercise of the Warrants. See Exhibit 4. (b) Not applicable. Page 4 of 15 pages. 5 (c) Not applicable. (d) UBS has the right to appoint one of eleven members of the Issuer's Board of Directors. (e) Not applicable. (f) Not applicable. (g) The Preferred Shares become convertible into Common Stock upon the occurrence of certain change of control events. In addition, certain change of control events require an affirmative vote or written consent of the holders of a majority of the then outstanding Preferred Shares. See Exhibit 2. (h) Not applicable. (i) Not applicable. (j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) UBS is the beneficial owner of 1,544,019 shares of Common Stock, including 1,088,654 shares of Common Stock subject to the Warrants described herein, or approximately 6.04% of the issued and outstanding shares of common stock of the Issuer as of November 15, 1996. The Warrants are exercisable at any time through and including November 15, 2001. The Preferred Shares held by UBS are convertible into shares of Common Stock commencing on November 15, 2001 or upon the occurrence of certain change of control events. See Exhibit 3. Accordingly, UBS is not currently the beneficial owner of shares of Common Stock which it may receive upon conversion of Preferred Shares. UBS Securities and Union Bank of Switzerland, through their direct and indirect ownership interests in UBS, may be deemed to be the indirect beneficial owners of such 1,544,019 shares of Common Stock. Union Bank of Switzerland may also be deemed to be the beneficial owner of 250 shares of Common Stock held by Banco de Lugano, a wholly-owned Swiss subsidiary of Union Bank of Switzerland, for the account of a client. (b) UBS has the sole power to vote the 455,365 shares of Common Stock, and upon exercise of the Warrants, will have the sole power to vote the 1,088,654 shares acquired thereby. Prior to exercise, the Warrants are not accorded any voting rights. (c) During the past sixty (60) days, UBS has engaged in the following transactions in shares of Common Stock: Page 5 of 15 pages. 6
Amount of Shares Date of Transaction of Common Stock Involved Price Per Share - ------------------- ------------------------ --------------- 11/15/96 1,088,654* * 12/12/96 5,600 $3.81 12/17/96 5,600 $4.50 12/17/96 5,000 $4.56 12/18/96 300 $4.50 12/18/96 10,000 $4.56 12/18/96 148,350 $4.63 12/18/96 7,579 $4.69 12/18/96 68,000 $4.75 12/18/96 5,000 $4.81 12/19/96 7,400 $4.75 12/19/96 11,400 $4.81 12/19/96 44,000 $4.88 12/20/96 23,300 $4.75 12/23/96 2,500 $4.63 12/23/96 44,500 $4.69 12/23/96 66,836 $4.75
Except as indicated, all transactions involved purchases of shares of Common Stock on the Nasdaq National Market. Such purchases of Common Stock were made by UBS Securities, as agent for UBS and do not include commissions paid by UBS. Except as set forth above, neither UBS nor, to the best knowledge of UBS, any person identified in Item 2, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. - -------- * Purchase of Warrants to purchase 1,088,654 shares of Common Stock as part of Units purchased from the Issuer in a private transaction. The purchase price for each Unit was $250.00, of which a de minimis amount was allocated to the purchase of the Warrants. Page 6 of 15 pages. 7 (d) To the best knowledge of UBS, no person other than UBS, UBS Securities or Union Bank of Switzerland has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock or the shares of Common Stock issuable upon exercise of the Warrants. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE COMMON STOCK OF THE ISSUER To the best knowledge of UBS, except as set forth herein or in the Exhibits filed herewith, neither UBS, UBS Securities nor Union Bank of Switzerland nor any of the managers, directors or executive officers of UBS, UBS Securities or Union Bank of Switzerland has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Unit Purchase Agreement dated as of November 15, 1996 among the Issuer, UBS and Certain Other Purchasers* 2. Certificate of Designation, Numbers, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series A Convertible Preferred Stock of the Issuer* 3. Warrant Agreement dated as of November 15, 1996 between the Issuer and The First National Bank of Boston, Warrant Agent* 4. Registration Rights Agreement dated as of November 15, 1996 between the Issuer, UBS and the other Purchasers identified therein* - -------- * Incorporated by reference to the Issuer's Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, filed as of November 21, 1996. Page 7 of 15 pages. 8 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. Dated as of December 27, 1996 UBS CAPITAL LLC By: /s/ Justin Maccarone -------------------------------- Name: Justin Maccarone Title: Managing Director By: /s/ George Duarte -------------------------------- Name: George Duarte Title: Managing Director Page 8 of 15 pages. 9 APPENDIX 1 UBS CAPITAL LLC BOARD OF MANAGERS Richard C. Capone Charles J. Delaney Robert C. Dinerstein Justin S. Maccarone OFFICERS
Charles J. Delaney President and Chief Executive Officer Robert C. Dinerstein Senior Managing Director and Secretary Michael Greene Managing Director Justin S. Maccarone Managing Director David Daniels Managing Director George A. Duarte Managing Director Charles Santos-Buch Managing Director Marc Unger Chief Financial Officer Renata Jacobson Vice President Jeffrey W. Wald Vice President Ruth Webster Assistant Treasurer David Drabik Assistant Treasurer Sandra Costin Assistant Secretary Barbara A. Blanck Assistant Secretary
Page 9 of 15 pages. 10 UBS SECURITIES LLC BOARD OF MANAGERS Richard C. Capone Pierre de Weck John P. Costas Marc K. Suvall EXECUTIVE OFFICERS
Capone, Richard C. President Bozian, Alan G. Senior Managing Director Costas, John P. Senior Managing Director Goldstein, A. Ramy Senior Managing Director Rodman, Andrew O. Senior Managing Director Rosasco, Mark Senior Managing Director Snow, Michael Senior Managing Director Suvall, Marc K. Senior Managing Director Ajello, James A. Managing Director Ali, Mir Syed Managing Director Allen, Michael J. Managing Director Allen, Thomas Managing Director Anikewich, Stephen Managing Director Apfel, Ronny I. Managing Director Barrett, Richard James Managing Director Benjamin, Jeffrey D. Managing Director Bhattacharya, Mihir Managing Director Blackhurst, W. Robin Managing Director Botts, Theodore Managing Director Brennan, Martin A. Managing Director Brown, John Managing Director Burns, Gordon M. Managing Director Burstein, Alan N. Managing Director Cardew, Piers A. Managing Director Clark, John W. Managing Director Cooke, John Managing Director Copeland, James R. Managing Director and Secretary Croonenberghs, Olivier Managing Director Cucchissi, Paul G. Managing Director Cutillo, Thomas J. Managing Director Daum, Robert C. Managing Director Delaney, Charles J. Managing Director DeVerna, Robert J. Managing Director Donatelli, Mike M. Managing Director
Page 10 of 15 pages. 11
Duarte, George Managing Director Dudack, Gail Managing Director Ellman, Mark Managing Director Fennebresque, Kim S. Managing Director Feuille, James Managing Director Finnell, Michael H. Managing Director Francis, Mark C. Managing Director Frey, Johannes Managing Director Frieman, Adam Managing Director Frumberg, Charles Managing Director Gamarci, Jorge L. Managing Director Ginsberg, Alan Managing Director Gonye, Lori Managing Director Grace, Howard Eden Managing Director Gray, Donald M. Managing Director Grayson, Matthew Managing Director Greene, Michael Managing Director Hall, Carey Managing Director Handjinicolaou, George Managing Director Hanley, Thomas H. Managing Director Harnik, Peter L. Managing Director Hatch, Edward T. Managing Director Hradsky, Gregory T. Managing Director Hutchins, Michael T. Managing Director Jones, Steven M Managing Director Kaestli, Urs Managing Director Kantowitz, Robert Managing Director Kaplan, Joel Managing Director Karl, Kenneth J. Managing Director Kaye, Joan B. Managing Director Kenney, David A. Managing Director Kilberg, Gary Managing Director Klimley, Brooks J. Managing Director Lefever, David M. Managing Director Lewis, Meriwether F. Managing Director Long, Martin Managing Director MacCallum, David H. Managing Director Maccarone, Justin Managing Director Mahaffy, Michael T. Managing Director McCulley, Paul Managing Director McLendon, Charles Managing Director Meltzer, Linda B. Managing Director Nau, Robert Andrew Managing Director Navarro, Samuel E. Managing Director Neely, K.Dean Managing Director
Page 11 of 15 pages. 12
O'Reilly, Kevin Managing Director O'Rourke, John M Managing Director Okun, Robert B. Managing Director Ostro, Marc J. Managing Director Pedhazur, Hadar Managing Director Pittarelli, Ernest A. Managing Director Price, John Managing Director Quinn, Norman P. Managing Director Renfield-Miller, Douglas Managing Director Rye, Manit Managing Director Schafrann, Richard Managing Director Schwartz, Simeon Managing Director Selig, Stefan Managing Director Skwarek, Lucia Managing Director Smith, Gerard L. Managing Director Spooner, Roger Managing Director Stachnik, James J. Managing Director Steiner, Barbara T. Managing Director Steuerer, Michael G. Managing Director Sunderland, Donald N. Managing Director Testwuide IV, Konrad Managing Director Thalheim, Neil Managing Director Thaw, Mitchell A. Managing Director Wargnier, Paul G. Managing Director Wells Jr., Edwin Managing Director White, Brenda Managing Director Whitworth, David T. Managing Director Widas, Bruce J. Managing Director Williams, W. Daniel Managing Director Willis, Steven Managing Director Wilson, Timothy Managing Director Wilton, Pamela Managing Director Wolf, Robert Managing Director Wolfe, Stephen W. Managing Director Woolfrey Sr., William James Managing Director Zimmer, Janet Managing Director and Assistant Secretary
Page 12 of 15 pages. 13 UNION BANK OF SWITZERLAND BOARD OF DIRECTORS
Robert Studer* Schonenberg, Chairman Hans Heckmann* Schlieren, Vice Chairman Markus Kundig* Zug, Vice Chairman, Publisher Marc C. Cappis Herisau, Managing Director of Huber + Suhner Ltd., Herisau AR/Pfaffikon ZH Fritz Fahrni Islikon, President of the Corporate Executive Management of Sulzer Ltd., Winterthur Kurt E. Feller Wollerau, Managing Director and Chief Executive Officer of Rieter Holding Ltd., Winterthur Charles R. Firmenich Genthod, Vice Chairman of the Board of Firmenich (International) SA, Geneva Hannes Goetz* Ruschlikon, Chairman of the Board of Swissair, Zurich Airport Hans K. Jucker Kusnacht, Chairman of the Board of Alusuisse-Lonza Holding Ltd., Zurich Reto Mengiardi Chur, Attorney and Notary Public Rolf A. Meyer* Basle, Chief Financial Officer and Member of the Executive Committee of Ciba-Geigy Ltd., Basle Anne-Lise Monnier-Blaile Gland, Pharmacist and Chairwoman of the Board of Ofac, Geneva Andreas Reinhart* Winterthur, Chairman of the Board of Volkart Brothers Holding Ltd., Winterhur Maria Reinshagen Zurich, Vice President of Christie's (International) SA Switzerland Rene K. Ruepp Pfaffhausen, Chairman of the Board and Chief Executive Officer of Forbo Holding SA, Eglisau Alfred N. Schindler* Hergiswil, Vice Chairman and Chief Executive Officer of Schindler Holding AG, Hergiswil Johann-Niklaus Schneider- Langenthal, Chairman of the Board and Managing Director Ammann of the Ammann Group, Langenthal Manfred Zobl Ruschlikon, Chairman of the Corporate Executive Board of Swiss Life/Rentenanstalt, Zurich Franz Lusser Zug, Secretary of Union Bank of Switzerland
*Member of the Board of Directors Committee Page 13 of 15 pages. 14 UNION BANK OF SWITZERLAND GROUP EXECUTIVE BOARD
Mathis Cabiallavetta President of the Group Executive Board Werner Bonadurer Executive Vice President Arthur Decurtins Executive Vice President Ulrich Grete Executive Vice President Felix Fischer Executive Vice President Stephan Haeringer Executive Vice President Karl Janjori Executive Vice President Pierre de Weck Executive Vice President
Page 14 of 15 pages. 15 Index to Exhibits
EXHIBIT PAGE NO. IN SEQUENTIAL NUMBERING SYSTEM ---------------- 1. Unit Purchase Agreement dated as of November 15, 1996 among the Issuer, UBS and Certain Other Purchasers* 2. Certificate of Designation, Numbers, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series A Convertible Preferred Stock of the Issuer* 3. Warrant Agreement dated as of November 15, 1996 between the Issuer and The First National Bank of Boston, Warrant Agent* 4. Registration Rights Agreement dated as of November 15, 1996 between the Issuer, UBS and the other Purchasers identified therein*
- -------- * Incorporated by reference to the Issuer's Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, filed as of November 21, 1996. Page 15 of 15 pages. -----END PRIVACY-ENHANCED MESSAGE-----