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DISCLOSURES AND NOTICES§24.754 September 1994 24-329 §24.754 Change in control of this corporation as a result of this corporation’s issuance of 79.7% of its outstanding Common Stock in exchange for cancellation of its indebtedness to the acquiring company Effective January 1, 1991, a change in control of the Company occurred as a result of the acquisition by UST Enterprises Inc. (“Enterprises”), a Delaware corporation, of 8,803,168 shares of the Company’s common stock in exchange for the cancellation of the Company’s indebtedness to Enterprises. Enterprises is a subsidiary of UST Inc. (“UST”), a Delaware corporation, whose shares are traded on the New York and Pacific Stock Exchanges. As a result of the acquisition, Enterprises and UST now own 9,903,168 shares (which amount includes a presently exercisable option to purchase 500,000 shares of common stock held by Hollywood Camera Cars, Inc. (“HCC”)), constituting approximately 79.7% of t he Company’s outstanding common stock. The consideration for the issuance by the Company of 8,803,168 shares of the Company’s common stock to Enterprises consisted of: (i) the cancellation of t he Company’s indebtedness, including accrued interest, in the amount of $11,461,725 as of October 8, 1990, under that certain Loan Agreement, dated as of July 24, 1987, between the Company and Enterprises (t he “Loan Agreement”); and (ii) the termination of the warrant, dated as of July 24, 1987, granted by the Company to Enterprises to purchase 2,000,000 authorized but unissued shares of common stock at a purchase price of $5.00 per share (the “Warrant”). The price at which the Company’s indebtedness was converted into shares of common stock was based on the average bid and ask prices of the Company’s common stock during the 30 days prior to October 9, 1990, the date of the announcement that the Company and Enterprise s approved in principle a preliminary proposal regarding the transaction. Such average price was $1.302 per share of common stock. The acquisition of the shares by Enterprises was consummated on January 1, 1991, pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”), dated as of Janua ry 1, 1991, between the Company and Enterprises. Pursuant to the Purchase Agreement, the Loan Agreement and the Warrant were terminated. In connection with the conversion of the Company’s outstanding indebte dness to Enterprises into shares of the Company’s common stock, the Company’s Board of Directors formed an independent committee to analyze the proposed transaction. The committee consiste d of four members of the Board who were not designees of Enterprises. The independent committee retained an investment banking firm for the purpose of obtaining an opinion as to the fairness of the proposed transaction to the Company’s public shareholders. The investment banking firm rendered an opinion to the effect that the proposed transaction was fair to the Company’s public shareholders. On November 6, 1990, the independent committee, having reviewed the investment banking firm’s fairness opinion, det ermined that the proposed transaction was in the best interests of the Company and its public share holders and recommended that the full Board approve the proposed transaction. The Company’s full Board met on November 6, 1990, received the recommendation of the independent committee and voted una nimously to approve and authorize the proposed transaction. Camera Platforms International, Inc. 4/29/92 §24.755 Disclosure of a leveraged buyout in which virtually all the outstanding Common Stock of a company that owns 39.6% of this corporation has been acquired by an unrelated company pursuant to a tender offer CHANGE IN CONTROL OF HPSC On April 2, 1991 HMD Acquisition Corporation (“HMD”), a wholly owned subsidiary of Healthco Holding Corporation, a Delaware corporation, both corporations formed by Hicks, Muse & Co. Incorporated, a Delaware corporation (“Hicks Muse”), made a tender offer to purchase all of t he outstanding shares of Healthco International, Inc. (“Healthco”), owner of 39.6% of HPSC’s outstanding §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-330© 1994 Jefren Publishing Company, Inc. Common Stock, in a leveraged buyout. Hicks Muse is a Dallas-based investment firm which was established in 1989. The principals of Hicks Muse are Thomas O. Hicks, John R. Muse and Jack D. Furst. The principal executive offices of each of Hicks Muse §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-330© 1994 Jefren Publishing Company, Inc. and Healthco Holding Corporation are located at 200 Crescent Court, Suite 1600, Dallas, T exas 75201; phone (214) 740-7300. The principal executive offices of Healthco are at 25 Stuart Street, Boston, Massachusetts 02116; phone (617) 423-6045. See Schedule 1 hereto for information concerning Directors and Executive Officers of Hicks Muse, Healthco Holding Corporation and Healthco International, Inc. The tender offer was made pursuant to a merger agreement approved by the Board of Direc tors of Healthco, which recommended that shareholders tender their Healthco shares to HMD. HMD acquired 93.6% of the Healthco shares on May 1, 1991 pursuant to the tender and, as required by the merger agree ment, consummated the merger (the “Merger”) on May 22, 1991. As a result of the Merger, Healthco beca me a wholly owned subsidiary of Healthco Holding Corporation, a majority of the Common Stock of which is owned by an investment partnership controlled by Hicks Muse. See “Equity Investments” below. The total amount of funds required to complete the acquisition of Healthco was $240,000,000, consisting of $142,000,000 to purchase stock in the tender and the merger, $49,000,000 to refinance existing debt, $24,000,000 of existing debt assumed and $25,000,000 of transaction costs. These funds were secured through sale of Common Stock of HMD ($30,000,000), Preferred Stock of HMD ($25,000,000), Senior Subordinated Notes issued by HMD ($45,000,000), assumption of existing debt ($24,000,000), and bank financing provided by Manufacturers Hanover Trust Company (“MHT”) and certain other participa ting lenders (together with MHT, the “Banks”) in the form of a $50,000,000 term loan (the “Term Loan Facil ity”) and $66,000,000 drawn on a $75,000,000 revolving credit facility (the “Revolving Credit Facility”) (the Term Loan Facility and Revolving Credit Facility being jointly referred to below as the “Credit Facilities” ). The 1,949,182 shares of HPSC Common Stock owned by Healthco are pledged to the Banks as collateral for the loans made by the Banks, which amounted to $106,439,000 in the aggregate at December 28, 1991, and for any future loans and/or advances made by the Banks, including without limitati on future advances under the Revolving Credit Facility, drawings under letters of credit, and obl igations which may be incurred under the various agreements relating to the financing. See “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” for information concerning various business and contractual relationships between Healthco and HPSC. Bank Credit Facilities. Amounts outstanding under the Term Loan Facility will bear interest at a rate per annum equal to, at the option of Healthco, (i) the rate from time to time publicly announced by MHT in New York City as its reference rate (the “MHT Rate”) plus 2% or (ii) the rate at which eurodollar deposits for three or six months (as selected by Healthco) are offered by MHT in the interbank eurodol lar market in the approximate amount of MHT’s portion of the relevant loan (the “Eurodollar Rate”) plus 3 1/4% DISCLOSURES AND NOTICES§24.755 September 1994 24-331 per annum. Amounts outstanding under the Revolving Credit Facility will bear interest at a rate per annum equal to, at the option of Healthco, (i) the MHT Rate plus 1 1/2% or (ii) the Eurodol lar Rate plus 2 3/4%. Amounts outstanding under the Credit Facilities will bear a default interest rate of 2% per annum over the Rate otherwise applicable thereto. The Eurodollar Rate will not be available following an event of default under a Credit Facility. Amounts outstanding under the Term Loan Facility will be repayable in 13 installment s, the first such installment (in the amount of $15 million) to be due on June 30, 1992, and the remaining 12 i nstallments to be due quarterly commencing September 30, 1992. The Revolving Credit Facility will mat ure on June 30, 1996. Loans under the Term Loan Facility and the Revolving Credit Facility will be subject to certain mandatory prepayments out of excess cash flow, the proceeds of any sale or issuance of equity or incurrenc e of indebtedness, and the proceeds of certain asset dispositions. Mandatory prepayments shall be a pplied, subject to certain exceptions, first to the amounts outstanding under the Term Loan Facility and second to the permanent reduction of the Revolving Credit Facility. The Credit Facilities and all guaranties thereof are secured by perfected first and second, as applicable, priority security interests in (i) all of the capital stock of Healthco and each of its direct and indirect subsidiaries, and (ii) all tangible and intangible assets (excluding real property a lready subject to a security interest securing indebtedness that was not refinanced [provided that, to the extent perm itted by such existing indebtedness, a second priority security interest in such real property was granted] and im material leases) of Healthco and its direct and indirect subsidiaries. Notwithstanding the foregoing, security int erests in the capital stock and assets of Healthco’s foreign subsidiaries were granted only to the extent such grant s are permitted under applicable law, would not result in material adverse tax consequences to Healt hco or any of its foreign subsidiaries, and would not result in any other material adverse consequences to the respe ctive businesses or operations of such subsidiaries. All obligations of Healthco under the Credit Facilities are unconditionally guarant eed by Healthco Holding Corporation and each of its direct and indirect subsidiaries, except that ce rtain foreign subsidiaries were not required to guarantee such obligations. The HPSC shares owned by Healthco are among the assets securing its obligations to the Banks. HPSC was not, however, requested to give any guarantee of obligations under the Credit Facilities. MHT’s obligation to lend under the Credit Facilities was contingent upon a number of ma terial conditions, certain of which apply to future advances under the Revolving Credit Facility. §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-332© 1994 Jefren Publishing Company, Inc. Further, the documentation relating to the Credit Facilities includes representat ions and warranties, affirmative and negative covenants, and events of default customary for financings of this type and othe r terms deemed appropriate by the Banks. In connection with the MHT’s commitment to provide financing for the tender offer and the Me rger, HMD agreed to pay to MHT (i) a syndication fee of $6.25 million of which $2.5 million was payable at the consummation of the tender offer and $3.75 million was payable on the consummation of the Merger; (ii) an agency fee of $250,000 per annum, payable annually in advance on the date of the consummati on of the tender offer and each anniversary thereof (for so long as MHT acts as agent for the Banks); and (iii ) a monitoring fee of (1) $150,000 per annum for each of the first two years following consummation of the Merger, (2) $100,000 per annum for the third year following the consummation of the Merger, and (3) thereafter, an am ount to be mutually agreed upon, payable annually in advance on the consummation date of the Merger and on each anniversary thereof. Subordinated Debt Financing. Apollo Advisors, L.P. (acting on behalf of Apollo Investment Fund, L.P., or one or more accounts managed by entities, including Lion Advisors, L.P., under common control wit h Apollo Advisors, L.P.), Life Partners Group, Inc., and Conseco, Inc. (collectively, the “Subordinated Debt Lenders”) purchased in the aggregate $45 million of senior subordinated notes (the “Senior Subordinate d Notes”) of HMD, together with shares of Healthco Holding Corporation’s non-voting common stock representing approximately 18.42% of the equity of Healthco Holding Corporation (before dilution for management options). The proceeds from the sale of the Senior Subordinated Notes were used by HMD t o (i) finance a part of the purchase of Healthco shares; (ii) refinance in part certain existing indebtedness of Healthco and certain of its subsidiaries; (iii) pay related fees and expenses; a nd (iv) finance the continuing operations of Healthco and its subsidiaries. All obligations of HMD under the Senior Subordinated Notes were assumed by Healthco upon consummation of the Merger. The Senior Subordinated Notes bear interest a t the rate of 15% per annum payable quarterly in arrears and, except as described below, are subordina te to amounts outstanding under the Credit Facilities. The Senior Subordinated Notes mature on June 30, 1998, with 25% of the amount originally issued being subject to mandatory prepayment on June 30, 1997. The documentation relating to the Senior Subordinated Notes includes representations and warra nties, affirmative and negative covenants, and events of default customary for financings of this type and other terms deemed appropriate by the Subordinated Debt Lenders. HMD agreed to pay the costs and expenses arising in connection with the preparation, e xecution, and delivery of the commitments to purchase the Senior Subordinated Notes and the definitive financing agreements relating thereto, and to indemnify the Subordinated Debt DISCLOSURES AND NOTICES§24.755 September 199424-333A Lenders and their officers, directors, partners, employees, agents, representatives, and affiliates against certain liabilities in connection with the tender officer, the Merger, t he commitments to purchase the Senior Subordinated Notes or the financing contemplated thereby. HMD agreed to pay the Subordinated Debt Lenders collectively (i) a commitment fe e equal to 1 1/2% of the principal amount of the Senior Subordinated Notes to be purchased by them, which fee was paid by crediting certain commitment fees paid in conne ction with a previously proposed merger transaction (which was not consummated) and (ii) a closing fee equal to 1 1/2% of the principal amount of the Senior Subordinated Notes, which fee was payable concurrently with the purchase of such Senior Subordinated Notes. Additionally, HMD agreed to pay Apollo Advisors, L.P. a $250,000 transaction/documentation fee payable upon consummation of the tender offer. Equity Investments. Healthco Holding Corporation and HMD obtained $20 million from the sale of shares of Series A Senior Preferred Stock (the “Series A Stock”) of Healthco Holdi ng Corporation, together with shares of its non-voting common stock representing approximately 15% of its common equity (before dilution for management options), and $5 million from the sale of Series B Senior Preferred Stock (“Series B Stock”) of Healthco Holding Corporation. Dividends accrue on the Series A Stock at a rate of 15% per annum and dividends accrue on the Series B Stock at a rate of 11% per annum. An investment partnership controlled by Hicks Muse provided a $30 million common stock investment in Healthco Holding Corporation and holds (together with Hicks Muse) 72.5% of the Series A Stock. The partnership intends to endeavor to resell all or part of the Series A Stock purchased by it. Electronic Data Systems Corpora tion purchased all shares of Healthco Holding Corporation’s Series B Stock for $5 million. Additional Information. For further information concerning the tender offer and the Merger, reference is made to the Schedule 14D-1 filed by Hicks Muse, Healthco Holding Corporation and HMD with the Securities and Exchange Commission, and the Schedule 14D-9 filed by Healthco with the Commission, each of which (including all amendments and exhibits) is available for inspection and copying at the public reference room at the Commissi on’s office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Healthco’s Report on Form 10-K for the year ended December 29, 1990, as amended, which sets forth financial and other information concerning Healthco, and other reports and documents filed by Healthco through the time of the Merger, may likewise be inspected and copied at said office and at certain regional offices of the Commission. Possible Future Change of Control of HPSC. If Healthco is unable to meet its obligations under the Credit Facilities, (including, by virtue of cross-default provisions, its obligations under the Senior Subordinated Notes) the Banks will be entitled to cause the shares of HPSC Common Stock pledged to them by Healthco to be transferred into the name of MHT as Agent, to vote said shares, and to sell them in such manner as is permitted by law. §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-333B© 1994 Jefren Publishing Company, Inc. The Banks and their respective shares of the amounts committed under the Credit Facilities are as follows: Manufacturers Hanover Trust Company (46%), Union Bank of Finland, Ltd., Grand Cayman Branch (12%); Van Kampen Merritt Prime Rate Income Trust (10%), The Nippon Credit Bank Ltd. (12%) and The CIT Group/Business Credit, Inc. (20%). The obligations secured by the pledge of the 1,949,182 (39.6%) HPSC shares owned by Healthco (the “Pledged Stock”) include the unpaid principal of and interest on the term loan and revolving credit loan made under the Credit Facilities, which amounted to $106,439,000 as of December 28, 1991, and all obligations and liabilities of Healthco to MHT or the B anks which may arise in the future, including future advances under the Credit Facilities, le tters of credit, fees, indemnities, costs, reasonable expenses (including reasonable fees and disbursements of counsel to MHT or to the Banks) or otherwise. MHT, as agent for the Banks, holds the certificates representing the Pledged Stock, together with a stock power covering such certificates executed in blank by Healt hco. If an Event of Default, as defined, occurs and is continuing, MHT may cause the Pledged Stock to be transferred into its name or that of its nominee and may thereafter exercise all voting, corporate and other rights pertaining to the Pledged Stock. These rights are not conditioned upon the pursuit by MHT or the Banks of any right or remedy they may have against any other person or any other collateral. If an Event of Default occurs and is continuing, MHT may also see k to sell the Pledged Stock at one or more public or private sales. Healthco has agreed that i f MHT determines to exercise its right to sell any or all of the Pledged Stock, and if in MHT’s opinion it is necessary to have the Pledged Stock registered under the Securities Act of 1933, as ame nded (the “Securities Act”), Healthco will cause HPSC to (i) use its best efforts t o execute and deliver, and cause the directors and officers of HPSC to execute and deliver, all suc h instruments and documents, and do or cause to be done all such other acts as may be, in MHT’s opinion, necessary or advisable to register the Pledged Stock or that portion thereof to be sold, under the Securities Act, (ii) use its best efforts to cause the registration stat ement to become effective and remain effective for a period of one year from the date of the first public offering of the Pledged Stock or that part of it to be sold, and (iii) use its best efforts to make all amendments to the registration statement and/or the related prospectus which in MHT’s opinion are necessary or advisable, all in conformity with the requirements of the Securitie s Act and the rules and regulations thereunder. Healthco further agreed to cause HPSC to comply with t he provisions of the securities or “Blue Sky” laws of any and all jurisdictions which MHT shall designate. Healthco further agreed that without the prior consent of MHT, Healthco will not (i) vote to enable, or take any other action to permit, HPSC to issue any stock or other equi ty securities of any DISCLOSURES AND NOTICES§24.755 September 199424-333C nature or to issue any other securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of HPSC, (ii) sell, assign, transfer, exchange or grant any option with respect to the Pledged Stock, or (iii) create, incur or permit any lien or option in favor of, or any claim of any pe rson with respect to, the Pledged Stock or any interest therein. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Relationship with Healthco Substantially all of HPSC’s clients are customers of Healthco. Healthco is a lea ding distributor of merchandise, equipment and services to dentists and institutional providers of dental care, including dental schools and dental laboratories. Healthco sells virtual ly all of the dental supplies, instrumentation and equipment required by dental professionals. It stocks or has access to products manufactured by most dental equipment suppliers, and thus is able to t ailor equipment packages to meet the individual practice needs and financial ca pabilities of each dentist with whom it does business. In 1991, 1990, and 1989, Healthco’s United States equipment sales were $96,587,000, $96,353,000 and $99,979,000, respectively, and the Company financed 27%, 32% and 41% of such sales, respectively. Healthco currently operates 108 branches in the United States and Canada, at which it employs approximately 494 salespeople and equipment sales specialists and approximately 385 service technicians. Healthco’s salespeople call regularly on their customers at the customers’ offices to solicit sales, introduce new products and promote other available services, incl uding availability of the Company financing for such sales. Generally, the salespeople are compensated on a commission basis. Healthco’s customers include individual practitioners, group practices, dental laboratories, dental HMO’s, shopping center dental practices, hospitals, government and other institutional buyers. Raymond R. Doherty, President, Treasurer and Chief Operating Officer of HPSC, is Senior Vice President of Finance and Operational Controls and principal financial officer of Healthco. Ray C. Davis is Chairman of the Board of Directors and Chief Executive Offi cer of both Healthco and HPSC. Healthco provides services and facilities to the Compa ny and the Company has a limited number of employees, making the Company dependent upon the efforts of Healthco’s management and sales force. Intercompany Agreement HPSC and Healthco are parties to an agreement (the “Intercompany Agreement”) under which Healthco has agreed to refer to HPSC all equipment financing opportunities arising from sales to Healthco’s customers and not to refer any such opportunity to any other party unless HPSC fails to accept it within a reasonable §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-333D© 1994 Jefren Publishing Company, Inc. period of time, but in no event more than ten days after HPSC has received the written terms of the opportunity being offered. Healthco has also agreed to make available to HPSC all financial promotions and concessions it may offer from time to time to its equipment customers. Healthco has further agreed in the Intercompany Agreement to provide services, including data processing, accounting, legal, clerical and other support services, for HPSC to operate its business in the ordinary course, and the advice and assistance of Healthco’s sales personnel in identifying and consummating financing transactions with respect to equipment sold by Healthco and with regard to any repossession and resale of such equipment financed by HPSC. HPSC pays Healthco an amount determined on a formula basis intended to reflect Healthco’s cost of providing such services. In the absence of agreement as to adjustments t o reflect changes in the cost of providing services under the Intercompany Agreement, payment terms will be determined by binding arbitration. Under the current formula, the annual se rvice fees paid by HPSC to Healthco are equal to the sum of (a) $2.00 per month for each lease or note in the portfolio, (b) $12.00 for each new equipment lease or conditional sales agreement processed, and (c) an amount equal to 4% of HPSC’s gross equipment purchases from Healthco for the year, but no more than 110% of the amount paid for sales and marketing services for t he preceding year. In fiscal 1991, such payment amounted to $1,523,000. HPSC has an option to extend the term of the Intercompany Agreement (which was most recently renewed in May 1991 on the same terms as in the prior year) from year to ye ar; provided that Healthco’s obligation to refer all financing opportunities and to make financial promotions and concessions available to HPSC will remain in effect so long as Healthco remains in the business of selling dental equipment. Financing Leases HPSC leases certain equipment to Healthco under financing leases. In 1991 the rental receipts pursuant to the leases, which have terms expiring in 1993, 1994 and 1995, were $1,102,000. Sublease Agreement Healthco has sublet to HPSC approximately 7,500 square feet of office space at 25 Stuart Street, Boston, Massachusetts, 02116, Healthco’s current principal corporate office. Under the sublease, HPSC is presently required to pay a base rent of $128,520 per year for such space, which approximates Healthco’s current cost of renting such space. In addition, HPSC is obligated to pay its proportionate share of the real estate taxes for these premise s. The sublease was for an original term of one year commencing January 1, 1983, with nine automatic one-year extensions, unless HPSC gives written notice of termination at least 60 days prior to t he expiration of the then extended term. The space sublet to HPSC is included in approxi mately 70,000 square feet of space leased by Healthco from M&M Realty Trust. DISCLOSURES AND NOTICES§24.755 September 199424-333E Tax Sharing Agreement The Company was included in Healthco’s consolidated federal income tax returns from the Company’s formation through June, 1986. Pursuant to a tax sharing agreement effective as of December 26, 1982, as amended (the “Tax Sharing Agreement”), between the parties, Healthco compensated the Company for losses, credits and/or deductions of the Company used by Healthco for financial reporting purposes. Healthco and the Company are no longer eligibl e to file consolidated federal income tax returns. The terms of the Tax Sharing Agreem ent, which expired on June 26, 1991, provided that Healthco, subject to certain conditions, would reimburse the Company for the use of the Company’s loss carryforwards and investment tax credit carryforwards if such utilization by Healthco caused the Company to pay federal income taxes in excess of an aggregate amount of $5,821,000 during the term of the agreement, but in no event would the amount for which the Company would be so reimbursed exceed the amount by which Healthco’s federal income taxes were reduced by carryforwards attributable to the Company. SCHEDULE 1 Directors and Executive Officers of Healthco International, Inc., Healthco Holding Corporation, and Hicks, Muse & Co. Incorporated The following tables set forth the name and address of each director and executive officer of each of Healthco International, Inc., Healthco Holding Corporation, and Hicks, Muse & Co. Incorporated. Healthco International, Inc. Name and Address Office(s) Held Ray C. Davis Director, Chairman 5956 Sherry Lane of the Board, Suite 1401 President, and Chief Dallas, TX 75225 Executive Officer John R. Muse Director 200 Crescent Court Suite 1600 Dallas, TX 75201 §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-333F© 1994 Jefren Publishing Company, Inc. Jack D. Furst Director 200 Crescent Court Suite 1600 Dallas, TX 75201 DISCLOSURES AND NOTICES§24.755 September 199424-333G David J. Callard Director 117 East 72nd Street New York, New York 10021 J. Jerry McCombs Executive Vice 5956 Sherry Lane President and Suite 1401 Assistant Secretary Dallas, TX 75225 Raymond R. Doherty Senior Vice President, Healthco International, Inc. Chief Financial Officer 25 Stuart Street Assistant Secretary Boston, MA 02116 Joseph A. E. Ivey, III Senior Vice President Healthco International, Inc. 25 Stuart Street Boston, MA 02116 Raymond L. Lindsey Senior Vice President 1620 Worcester Road, 530B Framingham, MA 01701 Hershell B. Murray Senior Vice President P. O. Box 102, Rt. 688 Orlean, VA 22128 Eugene G. Hay Vice President and Controller Healthco International, Inc. 25 Stuart Street Boston, MA 02116 Arthur Souza Vice President and Treasurer Healthco International, Inc. 25 Stuart Street Boston, MA 02116 Frederick L. Haggerty Vice President Healthco International, Inc. 25 Stuart Street Boston, MA 02116 Healthco Holding Corporation Name and Address Offices Held Thomas O. Hicks Director, Chairman of 200 Crescent Court the Board, and Chief Suite 1600 Executive Officer Dallas, TX 75201 Ray C. Davis Director, President, 5956 Sherry Lane and Chief Operating Suite 1401 Officer Dallas, TX 75225 §24.755 PROXY STATEMENTS: STRATEGY & FORMS 24-333H© 1994 Jefren Publishing Company, Inc. John R. Muse Director and Executive 200 Crescent Court Vice President Suite 1600 Dallas, TX 75201 Jack D. Furst Director, Vice President, 200 Crescent Court and Assistant Secretary suite 1600 Dallas, TX 75201 J. Jerry McCombs Vice President and 5956 Sherry Lane Treasurer Suite 1401 Dallas, TX 75226 Hicks, Muse & Co., Incorporated Name and Address Offices Held Thomas O. Hicks Chairman of the Board 200 Crescent Court and Chief Executive Suite 1600 Officer Dallas, TX 75201 John R. Muse Managing Director and 200 Crescent Court Principal Suite 1600 Dallas, TX 75201 Jack D. Furst Managing Director and 200 Crescent Court Principal Suite 1600 Dallas, TX 75201 HPSC, Inc. 4/15/92 [THE NEXT PAGE IS 24-334]