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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13-2(a)
CANDLEWOOD HOTEL COMPANY, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
13741M 10 8
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(CUSIP Number)
Robert S. Morris
Managing Partner
Olympus Partners
Metro Center, One Station Place
Stamford, CT 06902
(203) 353-5904
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1998
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(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 subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 13 Pages
Exhibit Index is on Page 12
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SCHEDULE 13D
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CUSIP NO. 13741M 10 8 PAGE 2 OF 13 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OLYMPUS GROWTH FUND II, L.P.
06-1406542
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
Number of 1,590,412 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Stock ----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned By
Each 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Reporting ----------------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With
1,590,412 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 13741M 10 8 PAGE 3 OF 13 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OLYMPUS EXECUTIVE FUND, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
Number of 16,076 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Stock ----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned By
Each 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Reporting ----------------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With
16,076 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 (this "Amendment") amends that certain Schedule 13D
filed on October 23, 1997 by the Reporting Persons (the "Statement"), relating
to the Common Stock, par value $.01 per share, of Candlewood Hotel Company,
Inc., a Delaware corporation (the "Issuer"), effective as of July 10, 1998.
Unless otherwise indicated, all capitalized terms used herein shall have the
same meaning as provided in the Statement.
This Amendment is filed by the Reporting Persons to report their
increased beneficial ownership in the securities of the Issuer and the execution
of and agreement to be bound by the Amended and Restated Stockholders Agreement
dated July 10, 1998 by and among the Reporting Persons, the Issuer and the
parties listed on Schedule I (the "Restated Stockholders Agreement"). The
Restated Stockholders Agreement replaces in its entirety the Stockholders
Agreement dated September 22, 1997 by and among the Reporting Persons, the
Issuer and the other parties thereto (the "Previous Stockholders Agreement")
discussed in, and the subject of, the Statement as originally filed on October
23, 1997. Although all of the parties to the Restated Stockholders Agreement may
constitute a group for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, this Amendment is filed only by the Reporting Persons.
Item 1. SECURITY AND ISSUER.
Item 1 is hereby amended by the deletion of the first paragraph and the
insertion of the following in replacement thereof:
The title of the classes of equity securities to which this
schedule relates are Common Stock, par value $0.01 per share (the
"Common Stock"), Series A Cumulative Convertible Preferred Stock, par
value $0.01 per share (the "Series A Preferred Stock"), Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share (the
"Series B Preferred Stock" and, together with the Series A Preferred
Stock, the "Preferred Stock"), and warrants ("Warrants") exercisable for
Common Stock at the option of the holder. The address of the Issuer is
9342 East Central, Wichita, Kansas 67206.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by the insertion of the following at the end
thereof:
Pursuant to the Securities Purchase Agreement dated June 30,
1998, OEF acquired 35 shares of Series B Preferred Stock and Warrants to
purchase 280 shares of Common Stock on July 13, 1998 for a purchase
price of $35,000, and 14 shares of Series B Preferred Stock and Warrants
to purchase 112 shares of Common Stock on August 3, 1998 for a purchase
price of $14,000.
Pursuant to the Securities Purchase Agreement dated June 30,
1998, OGFII acquired 3,465 shares of Series B Preferred Stock and
Warrants to purchase
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27,720 shares of Common Stock on July 13, 1998 for a purchase price of
$3,465,000, and 1,376 shares of Series B Preferred Stock and Warrants to
purchase 11,008 shares of Common Stock on August 3, 1998 for a purchase
price of $1,376,000.
Funds in the amount of $4,890,000 necessary for the Reporting
Persons' purchases of the Series B Preferred Stock and Warrants were
provided by capital contributions of the respective limited partners and
general partners of the Reporting Persons.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the deletion of the first sentence of the
third paragraph and the insertion of the following in replacement thereof:
In connection with the issuance of the Series A Preferred Stock, the
following changes resulted:
Item 4 is hereby further amended by the insertion of the following after
the third paragraph thereof:
On July 13, 1998 and August 3, 1998, the Issuer sold an
aggregate of 42,000 shares of Series B Preferred Stock and warrants to
purchase 336,000 shares of Common Stock (the "Series B Warrants") to the
parties listed on Schedule II (collectively, the "Series B Preferred
Stockholders" and, together with the holders of the Series A Preferred
Stock (collectively, the "Series A Preferred Stockholders"), the
"Preferred Stockholders") for a purchase price per Series B Preferred
Stock of $1,000 and an aggregate purchase price of $42 million (the
"Series B Preferred Stock Offering"). The Issuer's charter and bylaws
were amended to reflect the change in capitalization and in the
structure of the Board of Directors of the Issuer (the "Board"). The
Issuer has expressed its intent to use the proceeds from the Series B
Preferred Stock Offering to fund the Issuer's national expansion of
Candlewood hotels primarily through the development of Issuer-owned
Candlewood hotels, and, to a lesser extent, through the Issuer's
investment in the development of Candlewood hotels by its franchisees.
In connection with the Series B Preferred Stock Offering, the Previous
Stockholders Agreement was terminated and the Issuer, the Reporting
Persons, certain of the Series A Preferred Stockholder and the Series B
Preferred Stockholders entered into the Restated Stockholders Agreement.
Each share of Preferred Stock is convertible into Common Stock
at an initial ratio of approximately 105.26316 Common Stock per
Preferred Share, subject to adjustment in the event of certain issuances
of securities, or certain dividends, distributions, reclassifications,
mergers, sales, consolidations, or other reorganizations. The Preferred
Stockholders vote, on an as converted basis, with the holders of Common
Stock, as a single class, on the election of the Board. In
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addition, the holders of Preferred Stock have separate class voting
rights with respect to certain transactions as enumerated in the
Company's Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof for each of the
Series A Preferred Stock and the Series B Preferred Stock filed with the
office of the Secretary of State for the State of Delaware on September
22, 1997 and July 13, 1998, respectively (collectively, the
"Certificates of Designation"). The Series B Warrants are initially
exercisable into shares of Common Stock on a one-for-one basis at an
exercise price of $12.00 per share of Common Stock, subject to certain
anti-dilution adjustments, and expire on July 10, 2005.
In connection with the Series B Preferred Stock Offering, the
authorized number of members of the Issuer's Board was increased from
ten to twelve. The Restated Stockholders Agreement provides that,
subject to certain conditions (i) so long as each member of the Series A
Purchaser Group (as defined below) holds at least 20% of the Preferred
Stock that it originally purchased, OGFII, Desai Capital Management,
Inc. ("Desai") and Pecks Management Partners Ltd. ("Pecks")
(collectively, the "Series A Purchaser Group") are each entitled to
designate a single individual for nomination to stand for election to
the Board (for a total of three director nominees selected by the Series
A Purchaser Group), and (ii) so long as the Series B Preferred
Stockholders hold at least 20% of the Series B Preferred Stock that were
purchased in the Series B Preferred Stock Offering, the holders of at
least a majority of the Series B Preferred Stock are entitled to
designate a single individual for nomination to stand for election to
the Board. The Restated Stockholders Agreement also provides that,
subject to certain conditions described below, Doubletree Corporation
("Doubletree") (or a permitted transferee) shall be entitled to
designate two individuals for nomination to stand for election to the
Board, and Jack P. DeBoer ("DeBoer"), Skyler Scott DeBoer, as the
Co-Trustee of the Christopher Scott DeBoer Trust dated March 14, 1995
(the "Christopher Trust") and the Alexander John DeBoer Trust dated
March 14, 1995 (the "Alexander Trust"), and Warren D. Fix (collectively,
the "DeBoer/Fix Holders") (or a permitted transferee) are entitled to
collectively designate two individuals for nomination to stand for
election to the Board. The Restated Stockholders Agreement permits,
subject to certain conditions described below, Doubletree together with
the DeBoer/Fix Holders to designate the remaining independent directors
for nomination to stand for election to the Board and to designate the
president of the Issuer for nomination to stand for election to the
Board. Each of the parties to the Restated Stockholders Agreement have
agreed to vote all of its Preferred Stock, all of the Common Stock
issued upon conversion of Preferred Stock or the Warrants, excluding any
shares sold in a Public Sale (as defined) and all Subject Stock (as
defined), in favor of the individuals nominated to the Board by the
other parties to the Restated Stockholders Agreement.
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Except as set forth above with respect to their agreement to
vote their shares in favor of the designated nominees to the Board, the
Parties to the Restated Stockholders Agreement retain voting power as to
all other matters that may be subject to the vote of stockholders from
time to time.
The rights and obligations of the Preferred Stockholders under
the Restated Stockholders Agreement shall terminate as follows: (a) in
the case of the Series A Preferred Stockholders, upon failure of all
Series A Preferred Stockholders to collectively hold, beneficially or of
record, at least 20% of the Series A Preferred Stock or Common Stock
equivalents purchased in the Series A Preferred Offering; (b) in the
case of the Series B Preferred Stockholders, upon failure of all Series
B Preferred Stockholders to collectively hold, beneficially or of
record, at least 20% of the Series B Preferred Stock or Common Stock
equivalents purchased in the Series B Preferred Offering; or (c) in the
case of any Preferred Stockholder, on the date that the Common Stock
resulting from the conversion of Preferred Stock held by such Preferred
Stockholder into Common Stock have been sold pursuant to an effective
registration statement in accordance with the rules and regulations of
the Securities and Exchange Commission or a sale pursuant to Rule 144
thereof. In addition, the rights and obligations of any of OGFII, Desai
or Pecks under the Restated Stockholders Agreement terminate if such
entity holds, beneficially or of record, less than 20% of the Series A
Preferred Stock or Common Stock equivalents purchased by such entity in
the Series A Preferred Stock Offering. The rights and obligations of
Doubletree and the DeBoer/Fix Holders under the Restated Stockholders
Agreement as to their Common Stock terminate upon both the failure of
such holders or their permitted transferees, collectively, to hold,
beneficially or of record, at least 20% of the outstanding voting
interests of the Issuer, and the termination of the rights of the Series
A Preferred Stockholders and the Series B Preferred Stockholders
pursuant to clauses (a) and (b) of this paragraph.
There are currently nine directors on the Board with three
vacancies. Pursuant to the terms of the Restated Stockholders Agreement,
Doubletree and the DeBoer/Fix Holders are entitled to nominate the
persons to fill two of these vacancies and Desai is entitled to nominate
the person to fill the remaining vacancy.
Pursuant to the Certificates of Designation, the Preferred
Stockholders are entitled, upon the failure of the Company to redeem the
Preferred Stock in accordance with the mandatory redemption provisions
of the Certificates of Designations, to receive warrants to purchase
additional Common Stock upon certain terms and conditions. In addition,
if the Company grants, issues or sells any rights or options to purchase
stock, warrants or other property ("Purchase Rights") pro rata to the
holders of Common Stock, the Preferred Stockholders are entitled to a
right, at their option, either to have the conversion price of their
Preferred Stock adjusted or to acquire such Purchase Rights as they
could have acquired if they held the number of Common Stock issuable
upon conversion of the Preferred Stock held by them immediately prior to
the time the Company granted, issued or sold such Purchase Rights.
7
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Items 5(a) and 5(b) are hereby amended and restated in their
entirety as follows:
The following table sets forth as of September 30, 1998 the name
of each Reporting Person, the aggregate number of shares of Common Stock
beneficially owned by each such Reporting Person, and the percentage of
the Common Stock beneficially owned by each such Reporting Person, in
each case, after giving effect to the conversion of the Issuer's Series
A Preferred Stock, Series B Preferred Stock and Warrants into Common
Stock.
<TABLE>
<CAPTION>
EQUITY PERCENT OF EQUITY EQUITY PERCENTAGE OF
SECURITIES SECURITIES SECURITIES EQUITY-SECURITIES
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
OWNED OWNED OWNED OWNED
EXCLUDING EXCLUDING INCLUDING INCLUDING
OWNERSHIP VIA OWNERSHIP OWNERSHIP OWNERSHIP
RESTATED VIA RESTATED VIA RESTATED VIA RESTATED
STOCKHOLDERS STOCKHOLDERS STOCKHOLDERS STOCKHOLDERS
REPORTING PERSON AGREEMENT(1)(2)(3) (AGREEMENT(1)(2) AGREEMENT(1)(4) AGREEMENT(1)(4)
- ---------------- ------------------ ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Olympus Executive Fund, L.P. 16,076 * 16,661,640 80.7%
Olympus Growth Fund II, L.P. 1,590,412 7.7% 16,661,640 80.7
</TABLE>
- -------------------
* Indicates less than 1%.
(1) Gives effect to the conversion of the Issuer's Series A Preferred Stock,
Series B Preferred Stock and Warrants into Common Stock. After giving
effect to such conversion, the total number of outstanding Common Stock is
20,624,157.
(2) Excludes all securities that the Reporting Person may be deemed to
beneficially own solely through its execution of the Restated Stockholders
Agreement.
(3) Includes 100 shares of Series A Preferred Stock exercisable for 10,526
shares of Common, 49 shares of Series B Preferred Stock exercisable for
5,158 shares of Common Stock, and Warrants exercisable for 392 shares of
Common Stock held by OEF. Includes 9,900 shares of Series A Preferred Stock
exercisable for 1,042,105 shares of Common, 4,841 shares of Series B
Preferred Stock exercisable for 509,579 shares of Common Stock, and
Warrants exercisable for 38,728 shares of Common Stock held by OGFII.
(4) Includes all securities that the Reporting Person may be deemed to
beneficially own solely through its execution of the Restated Stockholders
Agreement. Each Reporting Person is a party to the Restated Stockholders
Agreement and therefore may be deemed to have acquired beneficial
ownership, for purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended, of all equity securities of the Issuer
beneficially owned by all other parties to the Restated Stockholders
Agreement. The Reporting Persons are unaware of all of the holdings of the
parties to the Restated Stockholders Agreement that are not Reporting
Persons and have thus included only the Preferred Stock issued to such
other parties in the Preferred Stock Offering. The Reporting Persons
disclaim beneficial ownership of the listed shares except to the extent
that they have a pecuniary interest therein.
8
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See the response to Items 5(a) above, and numbers 7-11 and 13
set forth on the cover pages hereto, for information with respect to
each Reporting Person regarding the number of equity securities of the
Issuer to which this Schedule 13D relates as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or direct disposition, or shared power
to dispose or to direct the disposition.
Except as described in Item 4 with respect to their agreement to
vote their shares in favor of the designated nominees to the Board, the
parties to the Restated Stockholders Agreement retain voting power as to
all other matters that may be subject to the vote of stockholders from
time to time.
Item 5(c) is hereby amended by the insertion of the following at
the end thereof:
OEF acquired 35 shares of Series B Preferred Stock and Warrants
to purchase 280 shares of Common Stock on July 13, 1998 for a purchase
price of $35,000, and 14 shares of Series B Preferred Stock and Warrants
to purchase 112 shares of Common Stock on August 3, 1998 for a purchase
price of $14,000.
OGFII acquired 3,465 shares of Series B Preferred Stock and
Warrants to purchase 27,720 shares of Common Stock on July 13, 1998 for
a purchase price of $3,465,000, and 1,376 shares of Series B Preferred
Stock and Warrants to purchase 11,008 shares of Common Stock on August
3, 1998 for a purchase price of $1,376,000.
The Reporting Persons have not effected any transaction in the
Preferred or Common Stock of the Issuer during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by the deletion of the first and second
paragraphs and the insertion of the following in lieu thereof, effective as of
July 10, 1998:
The Reporting Persons are parties to the Restated Stockholders
Agreement which replaced in its entirety the Previous Stockholders
Agreement. (See Item 4.)
The Reporting Persons, the Issuer and the other Preferred
Stockholders have also entered into an Amended and Restated Registration
Rights Agreement dated July 10, 1998 (the "Restated Registration Rights
Agreement"). The Restated Registration Rights Agreement terminates that
certain Registration Rights Agreement dated September 22, 1997 among the
Issuer, the Reporting
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Persons and the other Preferred Stockholders. Pursuant to the terms of
the Restated Registration Rights Agreement, the Reporting Persons have
two demand registration rights under which they may require (subject to
certain limitations) the Issuer to register under the Securities Act of
1933, as amended, certain shares of Common Stock owed by the parties.
The Issuer is not required to file a registration statement upon
exercise of these demand registration rights within 180 days following
any underwritten public offering of Common Stock or securities,
convertible into or exercisable or exchangeable for Common Stock. The
Issuer is also obligated to allow the parties to participate in
underwritten offerings originated by the Issuer, subject to certain
limitations. All expenses of any registration relating to securities as
provided in the Registration Rights Agreement (other than underwriting
discounts and commissions and fees and expenses of counsel for selling
stockholders) are to be borne by the Issuer.
The Certificates of Designation provide the Preferred
Stockholders with certain rights as described above in Items 1
through 4.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the insertion of the following:
Exhibit F: Amended and Restated Stockholders Agreement dated July 10,
1998.*
Exhibit G: Amended and Restated Registration Rights Agreement dated
July 10, 1998.*
Exhibit H: Certificate of Designation, Preferences and Relative,
Participating, Optional and Other Special Rights of
Preferred Stock and Qualifications, Limitations and
Restrictions Thereof of Series B Cumulative Convertible
Preferred Stock of Candlewood Hotel Company, Inc. dated as
of July 13, 1998.*
Exhibit I: Form of Warrant.*
- ------------------
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on August 10, 1998.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 11, 1998
OLYMPUS GROWTH FUND II, L.P.
By: OGP II, L.P., its General Partner
By: RSM, L.L.C., its General Partner
By: /s/ ROBERT S. MORRIS
--------------------------------
Name: Robert S. Morris
Title: Managing Member
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: RSM Corporation, its
General Partner
By: /s/ ROBERT S. MORRIS
--------------------------------
Name: Robert S. Morris
Title: Managing Member
11
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EXHIBIT INDEX
Exhibit F: Amended and Restated Stockholders Agreement dated July 10, 1998.*
Exhibit G: Amended and Restated Registration Rights Agreement dated July 10,
1998.*
Exhibit H: Certificate of Designation, Preferences and Relative, Participating,
Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of Series B
Cumulative Convertible Preferred Stock of Candlewood Hotel Company,
Inc. dated as of July 13, 1998.*
Exhibit I: Form of Warrant.*
- --------------
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on August 10, 1998.
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SCHEDULE I
OTHER PARTIES TO THE RESTATED STOCKHOLDERS AGREEMENT
Candlewood Hotel Company, Inc.
Doubletree Corporation
Warren D. Fix Family Partnership, L.P.
Jack P. DeBoer
Alexander DeBoer Trust dated March 14 ,1995
Christopher Scott DeBoer Trust date March 14, 1995
Morgan Guaranty Trust Company of New York,
as Trustee of the Commingled Pension Trust Fund
(Multi-Market Special Investment Fund II) of
Morgan Guaranty Trust Company of New York
Morgan Guaranty Trust Company of New York,
as Trustee of the Multi-Market Special Investment
Trust Fund of Morgan Guaranty Trust Company of New York
Morgan Guaranty Trust Company of New York,
as Investment Manager and Agent for the Alfred P.
Sloan Foundation (Multi-Market Account)
Chase Venture Capital Associates, L.P.
Private Equity Investors III, L.P.
Equity-Linked Investors-II
LNR Candlewood Holdings, Inc.
Delaware State Employees' Retirement Funds
Declaration of Trust for the Defined Benefit Plan of Zeneca Holdings Inc.
Declaration of Trust for the Defined Benefit Plan of ICI American Holdings Inc.
J.W. McConnell Family Trust
Advance Capital Partners, L.P.
Advance Capital Offshore Partners, L.P.
Allied Capital Corporation
Allied Capital Corporation II
The FFJ 1997 Nominee Trust
The Mutual Life Insurance Company of New York
J. Romeo & Co.
Harbor Investments Ltd.
Strong Special Investment Limited Partnership
Strong Quest Limited Partnership
13
