UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
SUNRISE ASSISTED LIVING, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86768K106
(CUSIP Number)
FRR Investments Limited c/o Unsworth
& Associates Herengracht 483,
1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
with a copy to:
RCW Holdings S.A.R.L. c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 20, 1999
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box |_|
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 2 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
RCW Holdings S.A.R.L.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Luxemburg
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 3 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
RCW Equities Limited
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 4 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
RCW Overseas Limited
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 5 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The LMR Issue Trust
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 6 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
FRR Investments Limited
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 7 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The FRR Trust
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 8 of 15 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The Monument Trust Company Limited
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,452,300
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,452,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,452,300
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware corporation
(the "Issuer"). The address of the Issuer's principal executive offices is 7902
Westpark Drive, McLean, Virginia 22102.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are RCW
Holdings S.A.R.L., a Luxembourg corporation ("RCW Holdings"), RCW Equities
Limited, a Cayman Islands corporation ("RCW Equities"), RCW Overseas Limited, a
Cayman Islands corporation ("RCW Overseas"), The LMR Issue Trust, a Guernsey,
Channel Islands trust (the "LMR Issue Trust"), FRR Investments Limited, a Cayman
Islands corporation ("FRR Investments"), The FRR Trust, a Guernsey, Channel
Islands trust (the "FRR Trust") and The Monument Trust Company Limited, a
Guernsey, Channel Islands corporation (the "Trustee" and, collectively with RCW
Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, FRR Investments and
the FRR Trust, the "Reporting Persons"). The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Exchange Act.
RCW Equities owns 100% of the equity of RCW Holdings, RCW
Overseas owns 100% of the equity of RCW Equities and the LMR Issue Trust owns
100% of the equity of RCW Overseas. The FRR Trust owns 100% of the equity of FRR
Investments. RCW Holdings, RCW Equities, the LMR Issue Trust, FRR Investments
and the FRR Trust are directly or indirectly controlled by the same trustee.
The names of the managers of RCW Holdings are J.B. Unsworth
and Henry Reichmann. The names of the directors and executive officers of RCW
Equities are J.B. Unsworth and Henry Reichmann. The names of the directors and
executive officers of RCW Overseas are J.B. Unsworth and Henry Reichmann. The
names of the directors and executive officers of FRR Investments are J.B.
Unsworth and Henry Reichmann. The names of the directors and executive officers
of the Trustee are Simon Brooks, Stephen John Harlow, Simon Richard Henning,
Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder and Kenneth
Rayner.
(b) The business address of RCW Holdings is RCW Holdings S.A.R.L.
c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business
address of each of the managers of RCW Holdings is RCW Holdings S.A.R.L. c/o
Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address
of RCW Equities is RCW Equities Limited c/o Unsworth & Associates, Herengracht
483, 1017 BT, Amsterdam. The business address of each of the directors of RCW
Equities is RCW Equities Limited c/o Unsworth & Associates, Herengracht 483,
1017 BT, Amsterdam. The business address of RCW Overseas is RCW Overseas Limited
c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business
address of each of the directors of RCW Overseas is RCW Overseas Limited c/o
Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address
of the LMR Issue Trust is Manor Place, St. Peter Port, Guernsey, Channel
Islands.
The business address of FRR Investments is FRR Investments
Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The
business address of each of the directors of FRR Investments is FRR Investments
Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The
business address of the FRR Trust is Manor Place, St. Peter Port, Guernsey,
Channel Islands. The business address of the Trustee is The Monument Trust
Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel
Islands, GY1 4LE. The business address of each of the directors and executive
officers of the Trustee is as follows:
Page 9 of 15
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Simon Brooks 14 New Street, St. Peter Port, Guernsey
Stephen John Harlow 14 New Street, St. Peter Port, Guernsey
Simon Richard Henning 14 New Street, St. Peter Port, Guernsey
Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey
Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey
Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port, Guernsey
Kenneth Rayner Canada Court, Upland Road, St. Peter Port, Guernsey.
</TABLE>
(c) RCW Holdings is a corporation whose principal business is to
hold, finance and participate in investments. RCW Equities is a corporation
whose principal business is to hold, finance and participate in investments. RCW
Overseas is a corporation whose principal business is to hold, finance and
participate in investments. The LMR Issue Trust is a trust whose principal
business is to hold assets on behalf of the beneficiaries of the trust.
FRR Investments is a corporation whose principal business is
to hold, finance and participate in investments. The FRR Trust is a trust whose
principal business is to hold assets on behalf of the beneficiaries of the
trust. The Trustee is a corporation whose principal business is to provide
professional trustee and corporate management services.
The present principal occupation of each of the managers of
RCW Holdings is a corporate executive. The present principal occupation of each
of the directors of RCW Equities is a corporate executive. The present principal
occupation of each of the directors of RCW Overseas is a corporate executive.
The present principal occupation of each of the directors of
FRR Investments is a corporate executive. The present principal occupation of
each of the directors and executive officers of the Trustee is as follows:
Simon Brooks Chartered Accountant
Stephen John Harlow Chartered Accountant
Simon Richard Henning Chartered Accountant
Geoffrey Robert Le Page Accountant
Andrew John Tabemer Chartered Accountant
Ansel Edwin Holder Managing Director - Banking
Kenneth Rayner Head of Trust for British Isles.
(d) During the past five years, none of the persons referred to in
paragraph (a) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the persons referred to in
paragraph (a) above has 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.
(f) RCW Holdings is organized under the laws of Luxembourg. Each
of the managers of RCW Holdings is a Canadian citizen.
RCW Equities is organized under the laws of the Cayman
Islands. Each of the directors and executive officers of RCW Equities is a
Canadian citizen.
RCW Overseas is organized under the laws of the Cayman
Islands. Each of the directors and executive officers of RCW Overseas is a
Canadian citizen.
The LMR Issue Trust is organized under the laws of Guernsey,
Channel Islands.
Page 10 of 15
<PAGE>
FRR Investments is organized under the laws of Cayman Islands.
Each of the directors of FRR Investments is a Canadian citizen.
The FRR Trust is organized under the laws of Guernsey, Channel
Islands.
The Trustee is organized under the laws of Guernsey, Channel
Islands. Each of the directors and executive officers of the Trustee is a
British citizen.
Item 3. Source and Amount of Funds or Other Consideration.
RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee
utilized no funds in the acquisition of the securities of the Issuer triggering
the filing of this Schedule 13D by RCW Holdings, RCW Equities, RCW Overseas, the
LMR Issue Trust and the Trustee. The securities were acquired by RCW Holdings
through open market purchases. RCW Holdings obtained the funds for the purchase
of the securities from its working capital.
The FRR Trust and the Trustee utilized no funds in the acquisition of
the securities of the Issuer triggering the filing of this Schedule 13D by FRR
Investments, the FRR Trust and the Trustee. The securities were acquired by FRR
Investments through open market purchases. FRR Investments obtained the funds
for the purchase of the securities from its working capital.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Common Stock for investment
purposes. The Reporting Persons will continuously evaluate their ownership of
Common Stock and the Issuer's business and industry. Depending on market
conditions and other factors that the Reporting Persons may deem material to
their investment decision, each of the Reporting Persons may from time to time
acquire additional shares of Common Stock in the open market or in privately
negotiated transactions or may dispose of all or a portion of the shares of
Common Stock that such Reporting Person now owns or may hereafter acquire.
Accordingly, the Reporting Persons should not be considered passive investors.
None of the Reporting Persons currently has any plans or proposals,
though each Reporting Person reserves the right to subsequently devise or
implement plans or proposals, which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any
action similar to any of those enumerated above.
Page 11 of 15
<PAGE>
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Quarterly Report of Form 10-Q for the
quarterly period ending June 30, 1999, the aggregate number of shares of
outstanding Common Stock is 21,933,794 shares.
(a) RCW Holdings directly holds 679,600 shares of Common Stock.
RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee may each,
pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner
of such shares. FRR Investments and the FRR Trust may each, pursuant to Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such
shares.
FRR Investments directly holds 772,700 shares of Common Stock.
The FRR Trust and the Trustee may each, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of such shares. RCW Holdings, RCW
Equities, RCW Overseas and the LMR Issue Trust may each, pursuant to Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such
shares.
(b) RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust
and the Trustee have sole voting and investment power with respect to the
1,452,300 shares of Common Stock, which represent 6.6% of the issued and
outstanding shares of the Common Stock.
FRR Investments, the FRR Trust and the Trustee have sole
voting and investment power with respect to the 1,452,300 shares of Common
Stock, which represent 6.6% of the issued and outstanding shares of the Common
Stock.
(c) During the last 60 days, RCW Holdings has acquired the
following shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
December 13, 1999 26,200 $12.2118
December 14, 1999 18,400 $12.2900
These shares were purchased in open market transactions.
During the last 60 days, RCW Holdings has sold the following
shares of Common Stock:
NUMBER OF SALE PRICE
DATE SHARES PER SHARE ($)
December 17, 1999 385,000 $11.0600
These shares were sold privately to LMR Global Holdings S.A.R.L.
Page 12 of 15
<PAGE>
During the last 60 days, FRR Investments has acquired the
following shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
December 20, 1999 128,700 $11.3523
December 21, 1999 52,100 $11.4468
December 22, 1999 200,000 $11.6793
December 23, 1999 225,800 $11.9713
December 27, 1999 154,900 $11.8439
December 28, 1999 3,900 $11.8585
December 29, 1999 7,300 $11.9110
These shares were purchased in open market transactions.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
RCW Holdings and FRR Investments are both ultimately controlled by
Trustee. In addition, RCW Holdings and FRR Investments have agreed to act
together for the purpose of holding and voting their respective shares of Common
Stock. Therefore, RCW Holdings, RCW Equities, RCW Overseas, LMR Issue Trust,
Trustee, FRR Trust and FRR Investments may be deemed to be a group pursuant to
Section 13(d)(3) and Rule 13d-5(b)(1) of the Exchange Act.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
December 30, 1999
Page 13 of 15
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
Dated: December 30, 1999
RCW Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Manager
RCW Equities Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
RCW Overseas Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
The LMR Issue Trust by the Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
FRR Investments Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
Page 14 of 15
<PAGE>
The FRR Trust by The Monument Trust Company
Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in
its capacity as Trustee of The LMR
Issue Trust and The FRR Trust
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
Page 15 of 15
EXHIBIT 1
- ---------
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: December 30, 1999
RCW Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Manager
RCW Equities Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
RCW Overseas Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
The LMR Issue Trust by the Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
<PAGE>
FRR Investments Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
The FRR Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in
its capacity as Trustee of The LMR
Issue Trust and The FRR Trust
By: /s/ Geoffrey Le Page
-----------------------------
Name: Geoffrey Le Page
Title: Director
