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Documents (11):
- AMENDMENT NO. 1 TO SCHEDULE 13D (text)
- INFORMATION RELATING TO THE MEMBERS OF BOARD (inline)
- AGREEMENT DATED AUGUST 25, 1995 (inline)
- AGREEMENT DATED AUGUST 27, 1996 (CHARLES DELANEY) (inline)
- AGREEMENT DATED AUGUST 27, 1996 (JUSTIN MACCARONE) (inline)
- AGREEMENT DATED JULY 14, 1997 (CHARLES DELANEY) (inline)
- AGREEMENT DATED JULY 14, 1997 (JUSTIN MACCARONE) (inline)
- AGREEMENT DATED JUNE 16, 1998 (CHARLES DELANEY) (inline)
- AGREEMENT DATED JUNE 16, 1998 (JUSTIN MACCARONE) (inline)
- JOINT FILING AGREEMENT (inline)
- POWER OF ATTORNEY BY UBS AG (inline)
AMENDMENT NO. 1 TO SCHEDULE 13D
INFORMATION RELATING TO THE MEMBERS OF BOARD
<PAGE>
EXHIBIT 1
UBS CAPITAL II LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital II LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each
of the following are at UBS Capital II LLC, 299 Park Avenue, New York, New York
10171.
Justin S. Maccarone President
- ---------------------------------------------------------------
George Duarte Partner
- ---------------------------------------------------------------
Michael Greene Partner and Member of Board of Managers
- ---------------------------------------------------------------
Charles Delaney Partner
- ---------------------------------------------------------------
Robert C. Dinerstein VP, Secretary and Member of Board of
Managers
- ---------------------------------------------------------------
James Breckenridge Principal
- ---------------------------------------------------------------
Marc Unger Principal, Chief Financial Officer and
Member of Board of Managers
- ---------------------------------------------------------------
Hyunja Laskin Principal
- ---------------------------------------------------------------
Charles W. Moore Principal
- ---------------------------------------------------------------
Sandra Costin Assistant Secretary
- ---------------------------------------------------------------
Patricia Long Assistant Secretary
- ---------------------------------------------------------------
Page 17 of 30 pages.
<PAGE>
UBS CAPITAL HOLDINGS LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital Holdings LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each
of the following are at UBS Capital Holdings LLC, 299 Park Avenue, New York, New
York 10171.
Michael Greene President and Member of Board of Managers
- ------------------------------------------------------------------
Robert C. Dinerstein Managing Director, Secretary and Member
of Board of Managers
- ------------------------------------------------------------------
Marc Unger Chief Financial Officer, Treasurer and
Member of Board of Managers
- ------------------------------------------------------------------
Sandra Costin Assistant Secretary
- ------------------------------------------------------------------
Patricia Long Assistant Secretary
- ------------------------------------------------------------------
Page 18 of 30 pages.
<PAGE>
UBS AG
The names and titles of the members of the Group Executive Board,
directors and executive officers of UBS AG and their business addresses and
principal occupations are set forth below.
DIRECTORS
Name of Director Nationality Address
- ---------------- ----------- -------
- -------------------------------------------------------------------
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- -------------------------------------------------------------------
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
- -------------------------------------------------------------------
Alex Krauer Swiss Novaris AG
Schwarzwaldallee 215
P.O. Box
4002 Basle
- -------------------------------------------------------------------
Markus Kundig Swiss P.O. Box 4463
6304 Zug
- -------------------------------------------------------------------
Peter Bockli Swiss Bockli Thomann & Parmer
St. Jakobs-Strasse 41
P.O. Box 2342
4002 Basle
- -------------------------------------------------------------------
Rolf Arthur Meyer Swiss Ciba Spezialitatenchemise AG
P.O. Box
4002 Basle
- -------------------------------------------------------------------
Hans Peter Ming Swiss Sika Finanz AG
Zugerstrasse 50
6341 Baar
- -------------------------------------------------------------------
Andreas Peter Reinhart Swiss Gebruder Volkart Holding AG
P.O. Box 343
8401 Winterthur
- -------------------------------------------------------------------
Georges P. Schorderet Swiss SAir Group
8058 Zurich-Airport
- -------------------------------------------------------------------
Page 19 of 30 pages.
<PAGE>
Name of Director Nationality Address
- ---------------- ----------- -------
- -------------------------------------------------------------------
Manfred Zobl Swiss Swiss Life/Rentenanstalz
P.O. Box 8022
Zurich
- -------------------------------------------------------------------
That the names, nationalities and addresses of other responsible persons of
the Company are as follows:
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
- ----------------------------------------------------------------------
Chairman of the Board:
- ----------------------------------------------------------------------
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Vice Chairmen:
- ----------------------------------------------------------------------
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Alex Krauer Swiss Novartis AG
Schwarzwaldallee 215
P.O. Box 4002 Basle
- ----------------------------------------------------------------------
Markus Kundig Swiss P.O. Box 4463
6304 Zug
- ----------------------------------------------------------------------
Chief Executive Officer:
- ----------------------------------------------------------------------
Marcel Ospel Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Members of the Group Executive Board:
- ----------------------------------------------------------------------
Page 20 of 30 pages.
<PAGE>
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
- ----------------------------------------------------------------------
Johannes De Gier Dutch Warburg Dillon Reed
1, Finsbury Avenue
London EC2M 2PP
- ----------------------------------------------------------------------
Stephan Haeringer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Gary Brinson American Brinson
209 South La Salle Street
Chicago, IL 60604-1295
- ----------------------------------------------------------------------
Rodolfo Bogni Italian UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Felix Fischer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Peter De Weck Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Corporate Secretary:
- ----------------------------------------------------------------------
Gertrud Erismann Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Treasurer:
- ----------------------------------------------------------------------
Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Page 21 of 30 pages.
AGREEMENT DATED AUGUST 25, 1995
<PAGE>
EXHIBIT 5
AGREEMENT
AGREEMENT dated as of August 25, 1995, by and Among UBS Partners Inc.
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ MICHAEL GREENE
----------------------
By:/S/ JUSTIN MACCARONE
--------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 22 of 30 pages.
AGREEMENT DATED AUGUST 27, 1996 (CHARLES DELANEY)
<PAGE>
EXHIBIT 6
AGREEMENT
AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc.
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ JUSTIN MACCARONE
--------------------
By:/S/ MICHAEL GREENE
-----------------------
/S/ CHARLES J. DELANEY
--------------------------
Charles J. Delaney
Page 23 of 30 pages.
AGREEMENT DATED AUGUST 27, 1996 (JUSTIN MACCARONE)
<PAGE>
EXHIBIT 7
AGREEMENT
AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc.
("Partners") and Justin Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin Maccarone
Page 24 of 30 pages.
AGREEMENT DATED JULY 14, 1997 (CHARLES DELANEY)
<PAGE>
EXHIBIT 8
AGREEMENT
AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS PARTNERS LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 25 of 30 pages.
AGREEMENT DATED JULY 14, 1997 (JUSTIN MACCARONE)
<PAGE>
EXHIBIT 9
AGREEMENT
AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC
("Partners") and Justin S. Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin S. Maccarone
Page 26 of 30 pages.
AGREEMENT DATED JUNE 16, 1998 (CHARLES DELANEY)
<PAGE>
EXHIBIT 10
AGREEMENT
AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC
("Capital II") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Capital II the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Capital II any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Capital II, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Capital II.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS CAPITAL II LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 27 of 30 pages.
AGREEMENT DATED JUNE 16, 1998 (JUSTIN MACCARONE)
<PAGE>
EXHIBIT 11
AGREEMENT
AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC
("Capital II") and Justin S. Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Capital II the economic interest
in the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Capital II any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Capital II, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Capital II.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Capital II LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin S. Maccarone
Page 28 of 30 pages.
JOINT FILING AGREEMENT
<PAGE>
EXHIBIT 12
JOINT FILING AGREEMENT
The undersigned hereby agree to file jointly Amendment No. 1 to the
Statement on Schedule 13D (the "Schedule") relating to the Common Stock of
Peoples Telephone Company, Inc. and any further amendments thereto which may be
deemed necessary pursuant to Regulation 13D or G promulgated under Section 13 of
the Securities Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to this Statement, filed upon behalf of each of the
parties hereto.
This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of July 16, 1998.
UBS CAPITAL II LLC
By: /s/ Justin Maccarone
-----------------------------
Name: Justin Maccarone
Title: President
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS CAPITAL HOLDINGS LLC
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
By: /s/ Sandra Costin
-----------------------------
Name: Sandra Costin
Title: Assistant Secretary
UBS AG
By: /s/ Robert Dinerstein
-----------------------------
Name: Robert Dinerstein
Title: Attorney-In-Fact
By: /s/ Lewis R. Eber
-----------------------------
Name: Lewis R. Eber
Title: Attorney-In-Fact
Page 29 of 30 pages.
POWER OF ATTORNEY BY UBS AG
<PAGE>
EXHIBIT 13
[LETTERHEAD OF UBS]
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that UBS AG constitutes and appoints
Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills, Stephen Anikewich,
Joan Hoffman, Thomas R. Toothaker and Stuart Sindell and each of them, its true
and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for it in its name, place and stead, in any and all capacities,
acting individually, to sign any and all documents (i) in connection with or
necessary for the consummation of the transactions contemplated by the Merger
Agreement dated December 5/6, 1997, among Union Bank of Switzerland, Swiss Bank
Corporation and UBS AG, or (ii) in connection with or necessary for the
consummation of an related reorganization, merger or change of ownership of
present or future subsidiaries of UBS AG, granting said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as UBS AG might do
directly, hereby ratifying and confirming all that said attorneys-in-fact or any
of them may lawfully do or cause to be done by virtue hereof.
This power of attorney will expire six months from the date hereof, unless
revoked earlier.
Date: May 26, 1998 UBS AG
By: /s/ Bernard Schmid
---------------------
Dr. Bernhard Schmid
Legal Counsel
By: /s/ Ursula Suter
---------------------
Ursula Suter
Legal Counsel
Page 30 of 30 pages.
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