<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2000
REGISTRATION NO. 333-90359
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
SCG HOLDING CORPORATION SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified
DELAWARE in its charter)
(State or other jurisdiction of incorporation or DELAWARE
organization) (State or other jurisdiction of
36-3840979 incorporation or organization)
(I.R.S. Employer Identification No.) 36-4292817
(I.R.S. Employer Identification No.)
5005 E. MCDOWELL ROAD 5005 E. MCDOWELL ROAD
PHOENIX, AZ 85008 PHOENIX, AZ 85008
(602) 244-6600 (602) 244-6600
(Address and telephone number of principal executive (Address and telephone number of
offices) principal executive offices)
</TABLE>
AND THE GUARANTORS IDENTIFIED IN FOOTNOTE (1) BELOW
(Exact name of registrant as specified in its charter)
3674
(Primary standard industrial classification code number)
------------------------
GEORGE H. CAVE, ESQ.
SCG HOLDING CORPORATION
5005 E. MCDOWELL ROAD
PHOENIX, AZ 85008
(602) 244-5226
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES OF CORRESPONDENCE TO:
STEPHEN H. SHALEN, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
- ------------------------
(1)The following domestic direct subsidiaries of SCG Holding Corporation, each
of which is incorporated or organized in Delaware and has the I.R.S. employer
identification number indicated, are guarantors of the notes and are
co-registrants: SCG (Malaysia SMP) Holding Corporation (36-4307329), SCG (China)
Holding Corporation (36-4265717) and SCG (Czech) Holding Corporation
(36-4292303). The following domestic direct subsidiaries of Semiconductor
Components Industries, LLC, each of which is incorporated or organized in
Delaware and has the I.R.S. employer identification number indicated, are also
guarantors of the notes and are co-registrants: Semiconductor Components
Industries Puerto Rico, Inc. (36-4304551) and SCG International Development, LLC
(36-4292819).
------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE RELATED REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE SECURITIES
COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT
SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 11, 2000
PROSPECTUS
EXCHANGE OFFER FOR
$400,000,000
SCG HOLDING CORPORATION
[LOGO]
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
12% SENIOR SUBORDINATED NOTES DUE 2009
TERMS OF THE EXCHANGE OFFER
- - We are offering to exchange the notes that we sold in private and offshore
offerings for new registered exchange notes.
- - The exchange offer expires at 5:00 p.m., New York City time on ,
unless extended.
- - Tenders of outstanding notes may be
withdrawn at any time prior to the expiration of the exchange offer.
- - All outstanding notes that are validly
tendered and not validly withdrawn will be exchanged.
- - We believe that the exchange of notes will not be a taxable exchange for U.S.
federal income tax purposes.
- - We will not receive any proceeds from the exchange offer.
- - The terms of the notes to be issued are identical to the outstanding notes,
except for the transfer restrictions and registration rights relating to the
outstanding notes.
INVESTING IN THE NOTES ISSUED IN THE EXCHANGE OFFER INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 8.
WE ARE NOT MAKING AN OFFER TO EXCHANGE NOTES IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED THE NOTES TO BE DISTRIBUTED IN THE
EXCHANGE OFFER, NOR HAVE ANY OF THESE ORGANIZATIONS DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE EXCHANGE NOTES WILL BE GUARANTEED BY THE FOLLOWING DOMESTIC SUBSIDIARIES
OF SCG HOLDING CORPORATION: SCG (MALAYSIA SMP) HOLDING CORPORATION, SCG (CHINA)
HOLDING CORPORATION, SCG (CZECH) HOLDING CORPORATION, SEMICONDUCTOR COMPONENTS
INDUSTRIES PUERTO RICO, INC. AND SCG INTERNATIONAL DEVELOPMENT, LLC.
The date of this Prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 8
The Exchange Offer.......................................... 22
Use of Proceeds............................................. 32
Selected Historical Financial Data.......................... 33
Unaudited Pro Forma Financial Data.......................... 35
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 43
Industry.................................................... 56
Business.................................................... 60
Management.................................................. 78
Ownership of Capital Stock.................................. 84
Relationships and Related Transactions...................... 88
Description of Other Indebtedness........................... 89
Description of Exchange Notes............................... 91
Exchange Offer and Registration Rights Agreement............ 138
Book-Entry, Delivery and Form............................... 141
U.S. Federal Income Tax Considerations...................... 145
Plan of Distribution........................................ 147
Legal Matters............................................... 147
Experts..................................................... 147
Glossary.................................................... 148
Index to Financial Statements............................... F-1
</TABLE>
i
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes specific terms of the notes we are offering, as well as
information regarding our business and detailed financial data. We encourage you
to read this prospectus in its entirety.
SCG HOLDING CORPORATION
SCG Holding Corporation, together with its subsidiaries, is the largest
independent supplier of semiconductor components in the world. Formerly known as
the Semiconductor Components Group of the Semiconductor Products Sector of
Motorola, Inc., we recently became an independent company as a result of our
August 1999 recapitalization, which is described below.
We have recently begun marketing our products under our new trade name,
ON Semiconductor-TM-.
The chart below illustrates the ownership and structure of our company and
shows each of our wholly-owned direct and indirect subsidiaries, including
foreign joint ventures in which we have a substantial interest.
[ORGANIZATIONAL CHART]
THE RECAPITALIZATION
Immediately prior to its August 4, 1999 recapitalization, SCG Holding
Corporation was a wholly-owned subsidiary of Motorola. SCG Holding held, and
continues to hold, through direct and indirect subsidiaries, substantially
all of the assets and operations of the Semiconductor Components Group of
Motorola's Semiconductor Products Sector.
The recapitalization comprised several transactions, the most significant of
which were
1
<PAGE>
the following. An affiliate of Texas Pacific Group purchased common shares of
SCG Holding Corporation from Motorola for $337.5 million. Semiconductor
Components Industries, LLC, SCG Holding's primary domestic operating subsidiary,
borrowed $740.5 million under senior secured bank facilities. SCG Holding and
Semiconductor Components issued $400 million of the initial notes, which are the
subject of the exchange offer described in this prospectus. Semiconductor
Components issued a $91 million junior subordinated note to Motorola. SCG
Holding issued mandatorily redeemable preferred stock with a total initial
liquidation preference of $209 million to Motorola and Texas Pacific Group's
affiliate. SCG Holding redeemed common stock held by Motorola for a total of
approximately $952 million.
As a result of this recapitalization, Texas Pacific Group's affiliate now
owns approximately 91%, and Motorola owns approximately 9%, of the voting common
stock of SCG Holding. Motorola agreed to provide transition and manufacturing
services to SCG Holding in order to facilitate its transition into a stand-
alone company independent of Motorola.
THE EXCHANGE OFFER
On August 4, 1999, we issued $400,000,000 aggregate principal amount of 12%
Senior Subordinated Notes due 2009 to Chase Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and Lehman Brothers Inc. in private and offshore
offerings. These initial purchasers sold the notes to institutional investors
and non-U.S. persons in transactions exempt from the registration requirements
of the Securities Act of 1933. The notes are guaranteed by all five of our
domestic subsidiaries: SCG (Malaysia SMP) Holding Corporation, SCG (China)
Holding Corporation, SCG (Czech) Holding Corporation, Semiconductor Components
Industries Puerto Rico, Inc. and SCG International Development, LLC.
EXCHANGE OFFER AND REGISTRATION RIGHTS AGREEMENT
When we issued the initial notes, we entered into an Exchange Offer and
Registration Rights Agreement in which we agreed, among other things, to use our
best efforts to complete the exchange offer for the initial notes on or prior to
March 1, 2000.
THE EXCHANGE OFFER
Under the terms of the exchange offer, you are entitled to exchange the
initial notes for registered exchange notes with substantially identical terms.
You should read the discussion under the heading "Description of Exchange Notes"
for further information regarding the exchange notes. As of this date, there are
$400,000,000 aggregate principal amount of the initial notes outstanding. The
initial notes may be tendered only in integral multiples of $1,000.
RESALE OF EXCHANGE NOTES
We believe that the exchange notes issued in the exchange offer may be
offered for resale, resold or otherwise transferred by you without compliance
with the registration and prospectus delivery provisions of the Securities Act
of 1933, provided that:
- you are acquiring the exchange notes in the ordinary course of your
business,
- you are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate in the
distribution of the exchange notes and
- you are not an "affiliate" of ours.
If any of the foregoing are not true and you transfer any exchange note
without delivering a prospectus meeting the requirements of the Securities Act
or without an exemption from the registration requirements of the Securities
Act, you may incur liability under the Securities Act. We do not assume or
indemnify you against such liability.
If you are a broker-dealer and receive exchange notes for your own account
in
2
<PAGE>
exchange for initial notes that you acquired as a result of market making or
other trading activities, you must acknowledge that you will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of the exchange notes. A broker-dealer may use this prospectus for an
offer to resell, resale or other transfer of the exchange notes.
CONSEQUENCES OF FAILURE TO EXCHANGE INITIAL NOTES
If you do not exchange your initial notes for exchange notes, you will no
longer be able to force us to register the initial notes under the Securities
Act. In addition, you will not be able to offer or sell the initial notes
unless:
- the offer or sale is registered under the Securities Act or
- you offer or sell them under an exemption from the requirements of, or in
a transaction not subject to, the Securities Act.
EXPIRATION DATE
The exchange offer will expire at 5:00 p.m., New York City time, on ,
unless we decide to extend the expiration date.
INTEREST ON THE EXCHANGE NOTES
The exchange notes will accrue interest at 12% per year, beginning on the
last date we paid interest on the initial notes you exchanged. We will pay
interest on the exchange notes on February 1 and August 1 of each year through
the maturity date of August 1, 2009.
PROCEDURES FOR TENDERING INITIAL NOTES
If you wish to accept the exchange offer, you must:
- complete, sign and date the letter of transmittal or a facsimile of it and
- send the letter of transmittal accompanying this prospectus and all other
documents required by it, including the initial notes to be exchanged, to
State Street Bank and Trust Company, as exchange agent. Alternatively, you
can tender your initial notes by following the procedures for book-entry
transfer described in this prospectus.
WITHDRAWAL RIGHTS
You may withdraw the tender of your initial notes at any time prior to
5:00 p.m., New York City time, on the expiration date. To withdraw, you must
send a written or facsimile transmission notice of withdrawal to the exchange
agent by 5:00 p.m., New York City time, on the expiration date.
ACCEPTANCE OF INITIAL NOTES AND DELIVERY OF EXCHANGE NOTES
If all of the conditions to the exchange offer are satisfied or waived, we
will accept any and all initial notes that are properly tendered in the exchange
offer prior to 5:00 p.m., New York City time, on the expiration date. We will
deliver the exchange notes promptly after the expiration date.
TAX CONSIDERATIONS
We believe that the exchange of initial notes for exchange notes will not be
a taxable exchange for federal income tax purposes. You should consult your tax
adviser about the tax consequences of this exchange as they apply to your
individual circumstances.
EXCHANGE AGENT
State Street Bank and Trust Company is serving as exchange agent for the
exchange offer.
FEES AND EXPENSES
We will bear all expenses related to consummating the exchange offer and
complying with the Exchange Offer and Registration Rights Agreement.
DESCRIPTION OF EXCHANGE NOTES
ISSUERS
SCG Holding Corporation and Semiconductor Components Industries, LLC.
3
<PAGE>
NOTES OFFERED
$400,000,000 aggregate principal amount of 12% Senior Subordinated Notes due
2009. The form and terms of the exchange notes are the same as the form and
terms of the initial notes, except that the offering and distribution of the
exchange notes have been registered under the Securities Act. Therefore, the
exchange notes will not bear legends restricting their transfer and will not be
entitled to registration under the Securities Act. The exchange notes will
evidence the same debt as the initial notes and both the initial notes and the
exchange notes are governed by the same indenture.
MATURITY
August 1, 2009.
INTEREST PAYMENT DATES
February 1 and August 1 of each year.
SINKING FUND
None.
OPTIONAL REDEMPTION
At any time on or after August 1, 2004, we may redeem some or all of the
exchange notes at the redemption prices listed under the heading "Description of
Exchange Notes--Optional Redemption." In addition, at any time and from time to
time prior to August 1, 2002, we may redeem up to $140,000,000 of the aggregate
principal amount of the exchange notes with the proceeds of public offerings of
equity in our company.
CHANGE OF CONTROL
Upon a change of control, you will have the right to require us to
repurchase all or a portion of your exchange notes at a price in cash equal to
101% of their original aggregate principal amount, together with accrued and
unpaid interest and liquidated damages, if any, to the date of repurchase.
EXCHANGE NOTE GUARANTEES
Some of our subsidiaries will guarantee the exchange notes. If we cannot
make payments on the exchange notes when they are due, the guarantor
subsidiaries are obligated to make them.
RANKING
The exchange notes will be unsecured and subordinated in right of payment to
all of our existing and future senior debt, including borrowings under our
senior secured bank facilities. The exchange notes will rank equal in right of
payment with all of our existing and future senior subordinated debt and senior
in right of payment to all of our existing and future subordinated debt.
The exchange note guarantees will be unsecured and subordinated in right of
payment to all existing and future senior debt of the exchange note guarantors,
including all guarantees of the exchange note guarantors under our senior bank
facilities. The exchange note guarantees will rank equal in right of payment
with all existing and future senior subordinated debt of the exchange note
guarantors and senior in right of payment to all existing and future
subordinated debt of the exchange note guarantors.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
notes.
FORWARD-LOOKING STATEMENTS
Information contained in this prospectus, such as information with respect
to our plans and strategy for our business and its financing, includes
forward-looking statements. For a discussion of important factors that could
cause actual results to differ materially from the forward-looking statements,
see "Risk Factors."
PRINCIPAL EXECUTIVE OFFICE
Our headquarters are located at 5005 E. McDowell Road, Phoenix, Arizona
85008 and our telephone number is (602) 244-6600.
4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act relating to the exchange offer.
This prospectus does not contain all of the information included in the
registration statement. We have filed agreements and other documents as exhibits
to the registration statement. Statements regarding these agreements and other
documents are qualified by reference to the actual documents.
Following the exchange offer, we will be required to file periodic reports
and other information with the SEC under the Securities Exchange Act of 1934, as
amended. In addition, the indenture governing the exchange notes requires us to
deliver to you, or to State Street Bank and Trust Company for forwarding to you,
copies of all reports that we file with the SEC. We will also furnish such other
reports as we may determine or as the law requires.
You may read and copy the registration statement, including the exhibits
thereto, and any reports, statements or other information that we file at the
SEC's public reference room in Washington, D.C. You can request copies of these
documents, upon payment of a duplicating fee, by writing the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings will also be available to the public on the SEC
Internet site (http:// www.sec.gov).
You should rely only on the information provided in this prospectus. No
person has been authorized to provide you with different information. Neither
Motorola nor any of its subsidiaries, nor Texas Pacific Group nor any of its
affiliates is responsible for, or is making any representation to you
concerning, our future performance or the accuracy or completeness of this
prospectus.
The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.
5
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
The following table sets forth our summary historical and pro forma
financial data for the periods indicated. We based this summary historical
financial data on our audited historical combined financial statements for the
fiscal years ended December 31, 1996, 1997 and 1998, our unaudited historical
combined financial statements for the period January 1, 1999 through August 3,
1999 and our unaudited historical consolidated financial statements for the
period from August 4, 1999 through October 2, 1999. See "Index to Financial
Statements." The summary pro forma financial data are based on the Unaudited Pro
Forma Financial Data for the fiscal year ended December 31, 1998 and the
nine-month period ended October 2, 1999. Our fiscal year ends on December 31st
of each year, and each of the first three fiscal quarters of each fiscal year
ends on the Saturday closest to the calendar quarter-end. As a result, the
nine-month period ended October 2, 1999 was longer than the nine-month period
ended September 26, 1998. You should read this information in conjunction with
the financial statements included elsewhere in this prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PRO FORMA
HISTORICAL PRO FORMA JANUARY 1, 1999 AUGUST 4, 1999 NINE MONTHS
YEARS ENDED DECEMBER 31, YEAR ENDED THROUGH THROUGH ENDED
------------------------------ DECEMBER 31, AUGUST 3, OCTOBER 2, OCTOBER 2,
1996 1997 1998 1998 1999 1999 1999
-------- -------- -------- -------------- ----------------- --------------- -------------
(DOLLARS IN MILLIONS, EXCEPT FOR RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
INFORMATION:
REVENUES
Net sales--trade
(product revenues)... $1,748.0 $1,815.2 $1,493.4 $1,473.8 $894.3 $301.2 $1,195.2
Foundry sales(1)....... -- -- -- 162.3 -- 28.0 119.0
-------- -------- -------- -------- ------ ------ --------
Total revenues......... 1,748.0 1,815.2 1,493.4 1,636.1 894.3 329.2 1,314.2
-------- -------- -------- -------- ------ ------ --------
DIRECT AND ALLOCATED
COSTS AND EXPENSES:
Cost of sales.......... 1,128.8 1,119.6 1,068.8 1,198.0 626.7 241.1 949.0
Research and
development.......... 71.7 65.7 67.5 38.4 34.3 6.9 27.7
Selling and
marketing............ 94.4 110.7 92.4 92.4 39.0 8.8 47.8
General and
administrative....... 150.8 239.8 201.6 193.2 85.0 26.1 123.1
Restructuring and other
charges.............. -- -- 189.8 189.8 -- 6.4 6.4
-------- -------- -------- -------- ------ ------ --------
Operating income
(loss)............... 302.3 279.4 (126.7) (75.7) 109.3 39.9 160.2
-------- -------- -------- -------- ------ ------ --------
OTHER INCOME (EXPENSES):
Equity in earnings from
joint ventures....... 2.4 1.6 8.4 4.7 3.0 0.8 1.0
Interest expense(2).... (15.0) (11.0) (18.0) (132.5) (7.5) (23.0) (100.3)
Minority interest(3)... -- -- -- (6.2) -- (0.3) (1.2)
-------- -------- -------- -------- ------ ------ --------
Other expenses, net.... (12.6) (9.4) (9.6) (134.0) (4.5) (22.5) (100.5)
-------- -------- -------- -------- ------ ------ --------
Revenues less direct
and allocated
expenses before
taxes................ $ 289.7 $ 270.0 $ (136.3) $ (209.7) $104.8 17.4 $ 59.7
======== ======== ======== ======== ====== ========
Provision for income
taxes.................. (14.9)
------
Net income............... $ 2.5
======
OTHER FINANCIAL
INFORMATION:
Depreciation and
amortization......... $ 142.4 $ 144.7 $ 141.2 $ 149.6 $ 77.4 $ 25.3 $ 109.4
Capital expenditures... 190.7 157.8 81.2 126.2 27.5 19.7 47.2
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PRO FORMA
HISTORICAL PRO FORMA JANUARY 1, 1999 AUGUST 4, 1999 NINE MONTHS
YEARS ENDED DECEMBER 31, YEAR ENDED THROUGH THROUGH ENDED
------------------------------ DECEMBER 31, AUGUST 3, OCTOBER 2, OCTOBER 2,
1996 1997 1998 1998 1999 1999 1999
-------- -------- -------- -------------- ----------------- --------------- -------------
(DOLLARS IN MILLIONS, EXCEPT FOR RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
SUPPLEMENTAL DATA:
Adjusted EBITDA(4)..... $ 447.1 $ 425.7 $ 212.7 $ 268.4 $189.7 $ 72.4 $ 277.0
Pro forma cash interest
expense.............. 115.6 87.9
Cash flow from
operating activities,
excluding Motorola
financing and
taxes(5)............. 424.0 307.5 130.3 111.4 --
Cash flow used in
investing
activities(5)........ (190.7) (157.8) (81.2) (27.5) (19.7)
Net financing provided
to Motorola(5)....... 233.3 149.7 49.1 83.9 --
Cash flow from
operating
activities........... -- -- -- -- 7.2
Cash flow from
financing
activities........... -- -- -- -- 119.6
Ratio of pro forma
Adjusted EBITDA to
pro forma cash
interest
expense(6)........... 2.3x 3.2x
Ratio of pro forma
earnings to pro forma
fixed charges(7)..... -- 1.6x
</TABLE>
- ------------------------------
(1) Foundry sales represent products manufactured for other divisions of
Motorola's Semiconductor Products Sector. Historically, Motorola recorded
these foundry sales as an offset to cost of sales at cost. We now record
such sales in a manner consistent with other third-party sales. We and
Motorola have agreed to continue providing manufacturing services to each
other for limited periods of time following our recapitalization at fixed
prices that are intended to approximate each party's cost of providing the
services. Foundry sales increase both revenues and cost of sales in our
unaudited pro forma combined financial statements.
(2) Historically, Motorola had net interest expense on a consolidated basis for
all periods presented. Motorola allocated these amounts to its Semiconductor
Products Sector and in turn its Semiconductor Products Sector allocated a
portion of these amounts to us primarily on the basis of our net adjusted
assets for the years ended December 31, 1996, 1997 and 1998.
(3) Prior to our recapitalization, three of our joint ventures, were accounted
for in our combined financial statements using the equity method and were
financed with equity contributions from joint venture partners and
third-party non-recourse borrowings. In connection with our
recapitalization, the third-party borrowings were refinanced with
intercompany loans from us. The pro forma financial data reflects the
adjustments to consolidate these joint venture investments and to record
minority interests in the joint ventures upon consolidation.
(4) Adjusted EBITDA represents earnings before taxes on income, interest
expense, depreciation and amortization, restructuring and other charges and
minority interests. We are including Adjusted EBITDA data because we
understand that some investors consider such information as an additional
basis on which to evaluate our ability to pay interest, repay debt and make
capital expenditures. Because all companies do not calculate Adjusted EBITDA
identically, the presentation of Adjusted EBITDA herein is not necessarily
comparable to similarly entitled measures of other companies. Adjusted
EBITDA is not intended to represent, and should not be considered more
meaningful than or an alternative to, measures of operating performance.
(5) Motorola's cash management system is not designed to track centralized cash
and related financing transactions to the specific cash requirements of our
business. In addition, Motorola's transaction systems are not designed to
track receivables, liabilities, cash receipts and payments on a
business-specific basis. Given these constraints, supplemental cash flow
information is included in our audited historical combined financial
statements and our unaudited historical combined financial statements to
facilitate analysis of key components of cash flow activity. Net financing
provided to Motorola does not necessarily represent our cash flows, or the
timing of such flows, had we operated on a stand-alone basis.
(6) We have calculated our ratio of pro forma Adjusted EBITDA to pro forma cash
interest expense using pro forma Adjusted EBITDA for the year ended
December 31, 1998 and the nine-month period ended October 2, 1999, divided
by the pro forma cash interest expense for each period, respectively.
(7) We have calculated our ratio of pro forma earnings to pro forma fixed
charges as earnings, which are revenues less direct and allocated expenses
before taxes and before adjustments for income or loss from equity
investments and fixed charges, divided by fixed charges, which are expensed
and capitalized interest, amortized premiums, discounts and capitalized
expenses related to indebtedness and estimated interest included in rental
expense. The pro forma deficiency for 1998 of $206.4 million is primarily
due to the charge recorded in June 1998 to cover one-time costs associated
with a cost restructuring initiated in 1998.
7
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND OTHER
INFORMATION IN THIS PROSPECTUS BEFORE MAKING ANY DECISION TO INVEST IN THE
NOTES.
RISKS ASSOCIATED WITH THE EXCHANGE OFFER AND THE NOTES
TRANSFER RESTRICTIONS--IF YOU DO NOT PARTICIPATE IN THE EXCHANGE OFFER, YOU WILL
CONTINUE TO BE SUBJECT TO TRANSFER RESTRICTIONS.
If you do not exchange your initial notes for exchange notes pursuant to the
exchange offer, you will continue to be subject to the restrictions on transfer
of your initial notes. We do not intend to register the initial notes under the
Securities Act. To the extent initial notes are tendered and accepted in the
exchange offer, the trading market, if any, for the initial notes would be
adversely affected. See "The Exchange Offer."
NO PRIOR MARKET--THERE IS NO PRIOR MARKET FOR THE EXCHANGE NOTES. IF ONE
DEVELOPS, IT MAY NOT BE LIQUID.
The exchange notes are new securities for which there currently is no
market. We do not intend to apply for listing of the exchange notes on any
securities exchange or for quotation through any automated quotation system. It
is not certain that any market for the exchange notes will develop or that any
such market would be liquid.
UNSECURED NOTES--BECAUSE THE NOTES ARE NOT SECURED, OUR ASSETS MAY BE
INSUFFICIENT TO PAY AMOUNTS DUE ON YOUR NOTES.
The exchange notes will be, and the initial notes are, unsecured senior
subordinated obligations of our company, while indebtedness outstanding under
our senior bank facilities is secured by substantially all of our assets and
those of our subsidiary guarantors. In addition, we and some of our subsidiaries
may incur other senior indebtedness, which may be substantial in amount,
including secured indebtedness. See "--Additional Borrowing Capacity."
Because the exchange notes will be, and the initial notes are, unsecured
obligations, your right of repayment may be compromised in the following
situations:
- we or some of our subsidiaries enter into bankruptcy, liquidation,
reorganization, or other winding-up;
- there is a default in payment under our senior bank facilities or other
secured indebtedness; or
- there is an acceleration of any indebtedness under our senior bank
facilities or other secured indebtedness.
If any of these events occurs, our assets and those of our subsidiary guarantors
may not be sufficient to pay amounts due on any of the notes and the note
guarantees.
FRAUDULENT CONVEYANCE--FEDERAL AND STATE FRAUDULENT TRANSFER STATUTES ALLOW
COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID SUBORDINATE INDEBTEDNESS SUCH AS
THE NOTES AND NOTE GUARANTEES IN FAVOR OF OTHER CREDITORS.
Under federal or state fraudulent transfer laws, a court could take actions
detrimental to you if it found that, at the time the initial notes or the
guarantees of our subsidiaries were issued:
- we or a note guarantor issued the initial notes or a note guarantee with
the intent of hindering, delaying or defrauding current or future
creditors; or
- we or a note guarantor received less than fair consideration or reasonably
equivalent value for incurring the indebtedness represented by the initial
notes or the note guarantees and:
- we or a note guarantor were insolvent or rendered insolvent by issuing
the initial notes or the note guarantees; or
- we or a note guarantor were engaged or about to engage in a business or
transaction for which our assets were unreasonably small; or
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- we or a note guarantor intended to incur indebtedness beyond our ability
to pay, or believed or should have believed that we would incur
indebtedness beyond our ability to pay.
If a court made this finding, it could:
- void all or part of our obligations or a note guarantor's obligations to
the holders of notes; or
- subordinate our obligations or a note guarantor's obligations to the
holders of notes to other indebtedness of ours or of the note guarantor.
In that event, there would be no assurance that we could pay amounts due on
the notes.
Under fraudulent transfer statutes, it is not certain whether a court would
determine that we or a note guarantor were insolvent on the date that the
initial notes and note guarantees were issued. However, we or a note guarantor
generally would be considered insolvent at the time we or the note guarantor
incurred the debt constituting the initial notes or the note guarantees if:
- the fair saleable value of the relevant assets was less than the amount
required to pay our total existing debts and liabilities, including
contingent liabilities, or those of a note guarantor, as they become
absolute and mature; or
- we or a note guarantor incurred debts beyond our or its ability to pay as
such debts mature.
To the extent a court voids a note guarantee of payment of the initial notes
as a fraudulent conveyance or holds it unenforceable for any other reason,
holders of exchange notes would cease to have any claim against the note
guarantor. If a court allowed such a claim, the note guarantor's assets would be
applied to the note guarantor's liabilities and preferred stock claims. We
cannot assure you that a note guarantor's assets would be sufficient to satisfy
the claims of the holders of exchange notes relating to any voided portions of
any of the note guarantees.
LEGAL SUBORDINATION--IN THE EVENT OF A BANKRUPTCY, LIQUIDATION OR DISSOLUTION OF
EITHER OF THE ISSUERS OR ANY NOTE GUARANTOR, THE ASSETS OF THE ISSUER OR
GUARANTOR WILL NOT BE AVAILABLE TO PAY OBLIGATIONS TO YOU UNDER THE NOTES UNTIL
THE ISSUER OR GUARANTOR HAS MADE ALL PAYMENTS ON ITS SENIOR INDEBTEDNESS.
The exchange notes and the guarantees of the exchange notes will be, and the
initial notes and the guarantees of the initial notes are, subordinated to the
prior payment in full of all of our senior indebtedness and all of the senior
indebtedness of the guarantors, respectively, including our senior bank
facilities and any future senior indebtedness we or they incur. See "Description
of Exchange Notes--Ranking."
Because of the subordination provisions of the notes, in the event of the
bankruptcy, liquidation or dissolution of either of the issuers or any note
guarantor, the assets of the issuer or guarantor will not be available to pay
obligations under the notes until the issuer or guarantor has made all payments
on its senior indebtedness. We cannot assure you that sufficient assets will
remain after all such payments have been made to make any payments on the notes,
including payments of interest when due. The term "senior indebtedness" is
defined in "Description of Exchange Notes--Ranking."
As of October 2, 1999, the issuers had approximately $800.5 million of
senior indebtedness (excluding unused commitments), all of which is secured. As
of October 2, 1999, the note guarantors had no indebtedness other than
intercompany indebtedness (excluding their note guarantees, guarantees under our
senior bank facilities and trade payables and unused commitments).
STRUCTURAL SUBORDINATION--CLAIMS OF CREDITORS OF OUR NON-GUARANTOR SUBSIDIARIES
WILL HAVE PRIORITY WITH RESPECT TO THE ASSETS AND EARNINGS OF SUCH SUBSIDIARIES
OVER YOUR CLAIMS.
SCG Holding Corporation conducts all, and Semiconductor Components
Industries, LLC conducts a substantial portion, of their
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operations through their respective subsidiaries. Our foreign subsidiaries are
not and are unlikely to become guarantors of the notes. See "Description of
Exchange Notes--Note Guarantees." Claims of creditors of these non-guarantor
subsidiaries, including trade creditors, secured creditors and creditors holding
indebtedness or guarantees issued by such subsidiaries, will generally have
priority with respect to the assets and earnings of such subsidiaries over the
claims of creditors of the issuers, including holders of the notes, even if the
obligations of such subsidiaries do not constitute senior indebtedness.
The ability of the issuers' and note guarantors' subsidiaries to pay
dividends and make other payments to them may be restricted by, among other
things, applicable corporate and other laws and regulations and agreements of
the subsidiaries. Although the indenture relating to the notes limits the
ability of subsidiaries to enter into consensual restrictions on their ability
to pay dividends and make other payments, such limitations are subject to a
number of significant qualifications and exceptions. See "Description of
Exchange Notes--Indenture Covenants--Limitations on Restrictions on
Distributions from Restricted Subsidiaries."
INABILITY TO REPURCHASE THE NOTES PRIOR TO MATURITY--BECAUSE OUR SENIOR BANK
FACILITIES PROHIBIT US FROM REPURCHASING THE NOTES, A DEFAULT MAY BE TRIGGERED
IF YOU EXERCISE YOUR RIGHT TO REQUIRE US TO REPURCHASE YOUR NOTES IN THE EVENT
WE EXPERIENCE A CHANGE OF CONTROL OR MAKE ASSET SALES THAT DO NOT MEET SPECIFIED
CONDITIONS.
If we experience a change of control, you will have the right to require us
to repurchase your notes at a purchase price in cash equal to 101% of the
principal amount of your notes plus accrued and unpaid interest. In addition, if
we make asset sales that do not meet specified conditions, you will have the
right to require us to repurchase some or all of your notes at a purchase price
in cash equal to 100% of the principal amount of your notes plus accrued and
unpaid interest. However, we are prohibited by our senior bank facilities from
repurchasing any notes. Our senior bank facilities also provide that change of
control events and asset sales that do not meet specified conditions constitute
a default. Any future credit agreement or other agreements relating to senior
indebtedness to which we become a party may contain similar restrictions or
provisions.
If we experience a change of control or make asset sales that do not meet
specified conditions when we are prohibited from repurchasing notes, we could
seek the consent of our lenders to purchase the notes or could attempt to
refinance the borrowings that contain such a prohibition. In the event that we
do not obtain such a consent and do not refinance such borrowings, we would
remain prohibited from purchasing the notes. In such case, our failure to
purchase tendered notes would constitute a default under the indenture relating
to the notes, which, in turn, could result in amounts outstanding under our
senior bank facilities and other senior indebtedness being declared due and
payable. Any such declaration could have adverse consequences both to you and to
us.
In the event we experience a change of control or make asset sales that do
not meet specified conditions, there can be no assurance that we would have
sufficient assets to satisfy all of our obligations under our senior bank
facilities and the notes. If a default occurs with respect to any senior
indebtedness, the subordination provisions in the indenture would likely
restrict payments to you. The provisions relating to a change of control
included in the indenture may increase the difficulty of a potential acquiror
obtaining control of us. See "Description of Other Indebtedness," "Description
of Exchange Notes--Change of Control" and "Description of Exchange
Notes--Indenture Covenants--Limitations on Sales of Assets and Subsidiary
Stock."
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RISKS ASSOCIATED WITH OUR BUSINESS
SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR
ABILITY TO FULFILL OUR OBLIGATIONS UNDER THE NOTES AND OPERATE OUR BUSINESS.
We are highly leveraged and have significant debt service obligations. As of
October 2, 1999, we had total indebtedness of approximately $1,293.0 million
(excluding unused commitments) and negative equity of approximately
$284.9 million.
Our substantial indebtedness could have important consequences to you,
including the risks that:
- we will be required to use a substantial portion of our cash flow from
operations to pay principal and interest on our indebtedness, thereby
reducing the availability of our cash flow to fund working capital,
capital expenditures, product development efforts and strategic
acquisitions;
- our interest expense could increase if interest rates in general increase
because a substantial portion of our debt will bear interest rates based
on market rates;
- our level of indebtedness will increase our vulnerability to general
economic downturns and adverse industry conditions;
- our debt service obligations could limit our flexibility in planning for,
or reacting to, changes in our business and the semiconductor components
industry;
- our indebtedness may restrict us from raising additional financing on
satisfactory terms to fund working capital, capital expenditures, product
development efforts and strategic acquisitions;
- our level of indebtedness may prevent us from raising the funds necessary
to repurchase all of the notes tendered to us upon the occurrence of a
changes of control, which would constitute an event of default under the
notes;
- our substantial leverage could place us at a competitive disadvantage
compared to our competitors that have less debt; and
- our failure to comply with the financial and other restrictive covenants
in our indebtedness, which, among other things, require us to maintain
specified financial ratios and limit our ability to incur debt and sell
assets, could result in an event of default that, if not cured or waived,
could have a material adverse effect on our business or prospects.
See "--Additional Borrowing Capacity," "--Restrictive Covenants in Our Debt
Instruments," "Description of Other Indebtedness," "Description of Exchange
Notes--Events of Default" and "Description of Exchange Notes--Indenture
Covenants."
ABILITY TO SERVICE DEBT--WE MAY NOT BE ABLE TO SERVICE THE OBLIGATIONS UNDER THE
NOTES IF WE CANNOT OBTAIN A SUFFICIENT AMOUNT OF CASH FROM OUR OPERATIONS AND
OUR SUBSIDIARIES DUE TO FACTORS BEYOND OUR CONTROL.
We obtain money to pay our expenses and to pay principal and interest on the
notes, our senior bank facilities and other debt from our operations and the
operations of our subsidiaries. Our ability to make payments on and to refinance
our indebtedness, including the notes, our senior bank facilities and our junior
subordinated note, and to fund working capital, capital expenditures, product
development efforts and strategic acquisitions, therefore, depends on our
ability to generate cash. Our ability to generate cash is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control.
On a pro forma basis after giving effect to our recapitalization, our
interest expense for the year ended December 31, 1998 and the nine months ended
October 2, 1999 would have been $132.5 million and $100.3 million, respectively.
On a pro forma basis after giving effect to our recapitalization, our fixed
charges for the year ended December 31, 1998 would
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have exceeded earnings, resulting in a deficiency of $206.4 million, and for the
nine-month period ended October 2, 1999, our ratio of earnings to fixed charges
would have been 1.6x. On a historical basis, for the year ended December 31,
1998, fixed charges exceeded earnings, resulting in a deficiency of $144.7
million. For the period from January 1, 1999 to August 3, 1999 and for the
period from August 4, 1999 to October 2, 1999, our ratio of earnings to fixed
charges was 12.9x and 1.7x, respectively. We need to improve our operating
results from these pro forma and historical results in order to service all of
our indebtedness and to fund other expenditures. Our historical financial
results have been, and we anticipate our future financial results will be,
subject to substantial fluctuations.
We cannot assure you that our business will generate sufficient cash flow
from operations, that we will realize currently anticipated cost savings,
revenue growth and operating improvements on schedule or at all or that future
borrowings will be available to us under our senior bank facilities, in each
case, in amounts sufficient to enable us to service our indebtedness, including
the notes, or to fund our other liquidity needs. If we cannot service our
indebtedness we will have to take actions such as reducing or delaying capital
expenditures, product development efforts, acquisitions, investments and/or
strategic alliances, selling assets, restructuring or refinancing our
indebtedness (which could include the notes), or seeking additional equity
capital or bankruptcy protection. We cannot assure you that any of these
remedies can be effected on commercially reasonable terms, if at all. In
addition, the terms of existing or future debt agreements, including the credit
agreement relating to our senior bank facilities and the indenture relating to
the notes, may restrict us from adopting any of these alternatives.
See "--Substantial Leverage," "--Additional Borrowing Capacity," "--Cyclical
Industry" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."
ADDITIONAL BORROWING CAPACITY--DESPITE OUR SUBSTANTIAL LEVERAGE WE ARE ABLE TO
INCUR MORE DEBT, WHICH COULD INCREASE THE EXISTING RISKS RELATED TO OUR CURRENT
LEVELS OF DEBT.
We anticipate drawing down most or all of the $74.5 million of additional
indebtedness available under our delayed draw term facility before the end of
February 2000. We are also able to incur additional indebtedness in the future,
including $135.3 million of additional debt that remains available under our
$150 million revolving facility. See "Description of Other Indebtedness." In
addition, the credit agreement relating to our senior bank facilities, the
indenture relating to the notes and the terms of our junior subordinated note
will allow us to incur further additional indebtedness. See "Description of
Other Indebtedness" and "Description of Exchange Notes--Indenture
Covenants--Limitation on Indebtedness." If we incur additional debt above our
current levels, the risks associated with such levels of debt could intensify.
See "--Substantial Leverage" and "--Ability to Service Debt."
CYCLICAL INDUSTRY--DOWNTURNS IN THE BUSINESS CYCLE COULD ADVERSELY AFFECT OUR
REVENUES.
The semiconductor industry is highly cyclical and is generally characterized
by average selling price fluctuations. Since the fourth quarter of 1997, we have
experienced significant declines in the pricing of our products as customers
reduced demand and manufacturers reduced prices to avoid a significant decline
in capacity utilization. We believe these pricing declines were due primarily to
the Asian economic crisis and excess semiconductor manufacturing capacity.
Although the semiconductor market has recently improved, we cannot assure you
that these improvements are sustainable or will continue or that the
semiconductor market will not experience subsequent, and possibly more severe
and/or prolonged, downturns in the future. We cannot assure you that any future
downturn in the semiconductor market will not have a material adverse effect on
our revenues.
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NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE--OUR INABILITY TO INTRODUCE NEW
PRODUCTS COULD ADVERSELY AFFECT US, AND NEW TECHNOLOGIES COULD REDUCE THE DEMAND
FOR OUR PRODUCTS.
Rapidly changing technologies and industry standards, along with frequent
new product introductions, characterize the industries that are currently the
primary end-users of semiconductors. As these industries evolve and introduce
new products, our success will depend on our ability to adapt to such changes in
a timely and cost-effective manner by designing, developing, manufacturing,
marketing and providing customer support for our own new products and
technologies.
We cannot assure you that we will be able to identify changes in the product
markets of our customers and end-users and adapt to such changes in a timely and
cost-effective manner. Nor can we assure you that products or technologies that
may be developed in the future by our competitors and others will not render our
products or technologies obsolete or noncompetitive.
In addition, because our components are often "building block"
semiconductors that in some cases can be integrated into more complex integrated
circuits, we face competition from manufacturers of standard semiconductors,
application-specific integrated circuits and fully customized integrated
circuits, as well as customers who develop their own integrated circuit
products. A fundamental shift in technologies in our product markets or the
product markets of our customers or end-users could have a material adverse
effect on our business or prospects.
COMPETITION--COMPETITION IN OUR INDUSTRY COULD PREVENT US FROM MAINTAINING OUR
LEVEL OF REVENUES AND FROM RAISING PRICES TO REFLECT INCREASES IN COSTS.
The semiconductor industry, particularly the market for general purpose
semiconductor products like ours, is highly competitive. Although only a few
companies compete with us in all of our product lines, we face significant
competition within each of our product lines from major international
semiconductor companies as well as smaller companies focused on specific market
niches. Many of these competitors have substantially greater financial and other
resources than we have with which to pursue development, engineering,
manufacturing, marketing and distribution of their products and are better able
than we are to withstand adverse economic or market conditions. In addition,
companies not currently in direct competition with us may introduce competing
products in the future. Significant competitors in the discrete market include
International Rectifier, Philips, Rohm, Siliconix, ST Microelectronics and
Toshiba. Significant competitors in the standard analog markets include Analog
Devices, Fairchild, Linear Technology, Maxim Integrated Products, National
Semiconductor, ST Microelectronics and Texas Instruments. Significant
competitors in the standard logic product market include Fairchild, Hitachi,
Philips, Texas Instruments, and Toshiba. The semiconductor components industry
has also been undergoing significant restructuring and consolidations that could
adversely affect our competitiveness.
Because our components are often "building block" semiconductors that in
some cases can be integrated into more complex integrated circuits, we also face
competition from manufacturers of integrated circuits, application-specific
integrated circuits and fully customized integrated circuits, as well as
customers who develop their own integrated circuit products.
We compete in different product lines to various degrees on the basis of
price, quality, technical performance, product features, product system
compatibility, customized design, availability, delivery timing and reliability
and sales and technical support. Gross margins in the industry vary by
geographic region depending on local demand for the products in which
semiconductors are used, such as personal computers, industrial and
telecommunications equipment, consumer electronics and automotive goods. In
regions where there is a strong demand for such products, price pressures may
also emerge as competitors attempt to gain a greater market
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share by lowering prices. Our ability to compete successfully depends on
elements both within and outside of our control, including industry general
economic trends.
MANUFACTURING RISKS--A FAILURE TO MAINTAIN MANUFACTURING EFFICIENCY AND AVOID
MANUFACTURING DIFFICULTIES COULD ADVERSELY AFFECT OUR FUTURE PROFITABILITY.
Manufacturing semiconductor components involves highly complex processes
that require advanced and costly equipment. We and our competitors continuously
modify these processes in an effort to improve yields and product performance.
Impurities or other difficulties in the manufacturing process can lower yields.
Our manufacturing efficiency will be an important factor in our future
profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors.
From time to time we have experienced difficulty in beginning production at
new facilities or in effecting transitions to new manufacturing processes that
have caused us to suffer delays in product deliveries or reduced yields. We
cannot assure you that we will not experience manufacturing problems in
achieving acceptable yields or experience product delivery delays in the future
as a result of, among other things, capacity constraints, construction delays,
upgrading or expanding existing facilities or changing our process technologies,
any of which could result in a loss of future revenues. Our results of
operations could also be adversely affected by the increase in fixed costs and
operating expenses related to increases in production capacity if revenues do
not increase proportionately.
RESTRICTIVE COVENANTS IN OUR DEBT INSTRUMENTS--RESTRICTIONS IMPOSED BY OUR
SENIOR BANK FACILITIES AND THE INDENTURE RELATING TO THE NOTES MAY LIMIT OUR
ABILITY TO FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER
BUSINESS ACTIVITIES THAT MAY BE IN OUR INTEREST.
The credit agreement relating to our senior bank facilities and the
indenture relating to the notes contain various provisions that limit our
management's discretion in the operation of our business by restricting our
ability to:
- incur additional indebtedness;
- pay dividends and make other distributions;
- prepay subordinated debt;
- make restricted payments;
- enter into sale and leaseback transactions;
- create liens;
- sell and otherwise dispose of assets; and
- enter into transactions with affiliates.
We cannot assure you that these restrictions will not adversely affect our
ability to finance our future operations or capital needs or engage in other
business activities that may be in our interest. In addition, our senior bank
facilities require us to maintain compliance with specified financial ratios.
Our ability to comply with these ratios may be affected by events beyond our
control.
A breach of any of these restrictive covenants or our inability to comply
with the required financial ratios could result in a default under our senior
bank facilities. In the event of any such default, the lenders under our senior
bank facilities may elect to declare all borrowings outstanding, together with
accrued interest and other fees, to be immediately due and payable, to require
us to apply all of our available cash to repay such borrowings or to prevent us
from making debt service payments on the notes and on our junior subordinated
note, any of which would result in an event of default under the notes and our
junior subordinated note. The lenders will also have the right in such
circumstances to terminate any commitments they have to provide further
financing, including under our revolving facility.
If we are unable to repay any such borrowings when due, the lenders under
our
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senior bank facilities will also have the right to proceed against their
collateral, which consists of substantially all of the assets of SCG Holding
Corporation and each of its direct and indirect wholly-owned domestic
subsidiaries, including Semiconductor Components Industries, LLC, and up to 65%
of the capital stock of each direct and indirect wholly-owned foreign subsidiary
of SCG Holding Corporation. If the indebtedness under our senior bank facilities
and the notes were to be accelerated, we cannot assure you that our assets would
be sufficient to repay such indebtedness in full.
See "Description of Exchange Notes--Indenture Covenants" and "Description of
Other Indebtedness."
LACK OF INDEPENDENT IDENTITY--WE ARE IN THE PROCESS OF ESTABLISHING A TRADE NAME
IDENTITY INDEPENDENT OF MOTOROLA. OUR FAILURE TO ESTABLISH THE SAME LEVEL OF
GOODWILL AS MOTOROLA COULD HARM OUR LONG TERM BUSINESS PROSPECTS.
Our future success and competitive position depend, in part, on our ability
to establish goodwill in our products and services and to associate that
goodwill with our trade name, ON Semiconductor-TM-. In order for us to establish
goodwill, customers must acknowledge the quality of our products and services
and associate our trade name with that quality and those products and services.
Prior to our recapitalization, all of the products and services we offered were
sold, distributed and advertised under the Motorola trade name. Consequently,
the goodwill of the Motorola trade name may have been associated, in part, with
success of those products and services.
We have begun marketing our products under the ON Semiconductor-TM- name.
However, for two years after our recapitalization, an agreement we have with
Motorola gives us the limited ability to use the Motorola trade name in
connection with the sale, distribution and advertisement of some products we
offer. We are presently using our best efforts to cease using licensed Motorola
trademarks as soon as commercially reasonable. If the removal of the Motorola
trade name from any of these products would require the product to be
requalified by any of our customers, we may continue to use the Motorola trade
name for up to two years after our recapitalization, to allow us to continue
selling the product pending its requalification. In addition, for two years
after our recapitalization, we also have the ability to utilize the transition
statement, "formerly a division of Motorola," in connection with the sale,
distribution and advertisement of some products we offer. The impact of our no
longer using the Motorola trade name cannot be fully predicted and it could have
a material adverse effect on our business or our prospects. Although we intend
to establish our trade name and brands independent of Motorola, we cannot assure
you that, prior to the expiration of these transitional arrangements, we will
have established the same level of goodwill in our trade name as Motorola has
established in its trade name.
See "Business--Patents, Trademarks, Copyrights and Other Intellectual
Property Rights."
LACK OF INDEPENDENT OPERATING HISTORY--IF THE ASSUMPTIONS WE HAVE USED TO
ESTIMATE FUTURE OPERATING RESULTS ARE INCORRECT OR IF WE ENCOUNTER UNEXPECTED
COSTS OR OTHER PROBLEMS, OUR PROFITABILITY COULD BE ADVERSELY AFFECTED.
Prior to our recapitalization, Motorola allocated to us, as one of several
divisions within its Semiconductor Products Sector, a percentage of the expenses
related to services Motorola provided to us and other divisions of its
Semiconductor Products Sector. During 1998, we incurred approximately
$294 million in costs for general, administrative, selling and marketing
expenses, of which Motorola allocated to us approximately $119 million for
services shared with other divisions of its Semiconductor Products Sector. As
part of our recapitalization, we identified the specific services that we
believed were necessary to our business and that we would not be able initially
to provide ourselves.
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As part of our recapitalization, Motorola agreed to provide or arrange for
the provision of these services, including information technology, human
resources, supply management and finance services, for a limited period of time
to facilitate our transition to a stand-alone company. We estimate that we will
incur not more than $75 million under these arrangements for general,
administrative, selling and marketing related expenses during the first year
after our recapitalization and that our aggregate general, administrative,
selling and marketing expenses will be less than those directly charged and
allocated in 1998. In addition, Motorola agreed to continue to provide worldwide
shipping and freight services to us for a period of up to three years after our
recapitalization using the cost allocation method Motorola previously used with
us. Under this arrangement, we anticipate paying Motorola approximately
$30 million in the first year following our recapitalization.
We believe that the scope of the agreements we entered into with Motorola as
part of our recapitalization and the time frames, pricing and other terms should
provide us sufficient time to effect our transition to a stand-alone company
with minimal disruption to our business, and that we will ultimately be able to
provide these services ourselves or identify third-party suppliers to provide
such services on terms not materially less favorable to us than the terms of our
arrangements with Motorola. We cannot, however, assure you that we have
correctly anticipated the required levels of services to be provided by Motorola
or that we will be able to obtain similar services on comparable terms upon
termination of our agreements with Motorola. Any material adverse change in
Motorola's ability to supply these services could have a material adverse effect
on our business or prospects.
As part of Motorola, we had a number of formal and informal arrangements
with other divisions of Motorola's Semiconductor Products Sector that provided
us with equipment, finished products and other goods and services. Except as
provided for in the agreements between Motorola and us, which are described
under "Business--Sales, Marketing and Distribution" and
"Business--Manufacturing," future business dealings between Motorola and us will
be on an arm's length basis. There can be no assurance that the arm's length
nature of any future business relationship with Motorola will be as beneficial
for us as our past relationship to Motorola.
See "--Dependence on Motorola and Other Key Customers for Our Products and
Services," "--Dependence on Motorola and Other Contractors for Manufacturing
Services," "--Dependence on Supply of Raw Materials."
DEPENDENCE ON MOTOROLA AND OTHER KEY CUSTOMERS FOR OUR PRODUCTS AND SERVICES--
THE LOSS OF OUR LARGE CUSTOMERS COULD ADVERSELY AFFECT REVENUES AND
PROFITABILITY.
Motorola has historically constituted our largest customer, accounting for
approximately 7% of our pro forma product revenues in 1998. As a result of our
recapitalization, we are no longer part of Motorola, and our current and future
product sales to Motorola and its affiliates will be on an arm's length basis.
We cannot assure you that we will be able to maintain the level of historical
product sales to Motorola or that we will be able to sell any products to
Motorola or its affiliates. Notwithstanding our broad customer base, the loss of
Motorola or any other sizable customer could harm our results of operations and
could potentially thereby harm our ability to service our debt.
Product sales to three other customers accounted in the aggregate for
approximately 20% of our pro forma product revenues in 1998. Many of our
customers operate in cyclical industries, and in the past we have experienced
significant fluctuations from period to period in the volume of our products
ordered. We have no agreements with any of our customers that impose minimum or
continuing obligations to purchase our products. We cannot assure you that any
of our customers will not significantly reduce orders or seek price reductions
in the future or that the loss of one or more of such customers would not have a
material adverse effect on our business or our
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prospects. See "Business--Customers and Applications."
Prior to our recapitalization, we and other divisions of Motorola's
Semiconductor Products Sector provided manufacturing services to each other at
cost (as calculated for financial accounting purposes). We and Motorola have
agreed to continue providing manufacturing services to each other for limited
periods of time following our recapitalization at fixed prices that are intended
to approximate each party's cost of providing the services. Subject to its right
to cancel upon six months' written notice, Motorola has minimum commitments to
purchase manufacturing services from us of approximately $24.9 million,
$66 million and $26 million in the last three months of 1999, and in fiscal
years 2000 and 2001, respectively, and has no purchase obligations thereafter.
We anticipate that Motorola will actually purchase manufacturing services from
us of approximately $100 million in 2000. We could be adversely affected if
Motorola does not purchase manufacturing services from us at the levels we have
anticipated, cancels these arrangements or discontinues using our manufacturing
services after these agreements expire or if we are unable to find other uses
for, or dispose of, the manufacturing facilities we currently use to provide
these services in a manner that allows us to cover our fixed costs. See
"Business--Manufacturing."
DEPENDENCE ON MOTOROLA AND OTHER CONTRACTORS FOR MANUFACTURING SERVICES--THE
LOSS OF OUR SOURCES FOR MANUFACTURING SERVICES, OR INCREASES IN THE PRICES OF
SUCH SERVICES, COULD ADVERSELY AFFECT OUR OPERATIONS AND PROFITABILITY.
Prior to our recapitalization, we and other divisions of Motorola's
Semiconductor Products Sector provided manufacturing services to each other at
cost (as calculated for financial accounting purposes). In 1996, 1997 and 1998,
the costs charged by other divisions of Motorola's Semiconductor Products Sector
to us for these services amounted to $322.7 million, $310.5 million and $266.8
million, respectively. Motorola manufactures our emitter-coupled logic products,
which are high margin products that accounted for 10% of our pro forma product
revenues in 1998. We currently have no other manufacturing source for these
emitter-coupled logic products. We expect emitter-coupled logic products to
remain one of our single most important product families over the next several
years.
We and Motorola have agreed to continue providing manufacturing services to
each other (including Motorola's manufacturing of our emitter-coupled logic
products) for limited periods of time following our recapitalization at fixed
prices that are intended to approximate each party's cost of providing these
services. Subject to our right to cancel upon six months' written notice, we
have minimum commitments to purchase manufacturing services from Motorola of
approximately $29.5 million, $88 million, $51 million, $41 million and
$40 million in the last three months of 1999, and in fiscal years 2000, 2001,
2002 and 2003, respectively, and have no purchase obligations thereafter. Based
on our current budget, we anticipate that we will actually purchase
manufacturing services from Motorola of approximately $150 million in 2000. We
could be adversely affected if Motorola is unable to provide these services on a
timely basis or if we are unable to relocate these manufacturing operations to
our own facilities or to other third-party manufacturers on cost-effective terms
or make other satisfactory arrangements prior to the time when these agreements
expire. See "Business--Manufacturing."
We also use other third-party contractors for manufacturing activities,
primarily for the assembly and testing of final goods. In 1998, these contract
manufacturers, including Astra, AAPI and ASE, accounted for approximately 20% of
our costs of goods sold. Our agreements with these manufacturers typically
require us to forecast product needs and commit to purchase services consistent
with these forecasts, and in some cases require longer-term commitments in the
early stages of the relationship. Our operations could be adversely affected if
these contract relationships were disrupted or terminated, the cost of such
services increased significantly, the quality of the services provided
deteriorated or our forecasts
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proved to be materially incorrect. See "Business--Manufacturing."
DEPENDENCE ON SUPPLY OF RAW MATERIALS--THE LOSS OF OUR SOURCES OF RAW MATERIAL,
OR INCREASES IN THE PRICES OF SUCH GOODS, COULD ADVERSELY AFFECT OUR OPERATIONS
AND PROFITABILITY.
Our results of operations could be adversely affected if we were unable to
obtain adequate supplies of raw materials in a timely manner or if the costs of
our raw materials increased significantly or their quality deteriorated. Our
manufacturing processes use many raw materials, including silicon wafers, copper
lead frames, mold compound, ceramic packages and various chemicals and gases. We
have no agreements with any of our suppliers that impose minimum or continuing
supply obligations, and we obtain our raw materials and supplies from a large
number of sources on a just-in-time basis. From time to time, suppliers may
extend lead times, limit supplies or increase prices due to capacity constraints
or other factors. Although we believe that our current supplies of raw materials
are adequate, shortages could occur in various essential materials due to
interruption of supply or increased demand in the industry. Prior to our
recapitalization, most of our supplies were purchased jointly with Motorola. As
part of our recapitalization we entered into an agreement with Motorola to
provide for the transition of our supply management functions to a stand-alone
basis. We are currently implementing this transition, which we expect to be
complete by August 3, 2000. We cannot assure you that we will be able to
continue to procure adequate supplies of raw materials in a timely manner on
terms comparable to those on which we procured raw materials as part of
Motorola.
INABILITY TO IMPLEMENT OUR BUSINESS STRATEGY--IF WE ARE UNABLE TO IMPLEMENT OUR
BUSINESS STRATEGY, OUR REVENUES, PROFITABILITY AND OUR ABILITY TO SERVICE OUR
INDEBTEDNESS MAY BE ADVERSELY AFFECTED.
Our future financial performance and success are largely dependent on our
ability to implement successfully our business strategy. We cannot assure you
that we will successfully implement the business strategy described in this
prospectus or that implementing our strategy will sustain or improve our results
of operations. In particular, we cannot assure you that we will be able to
increase our sales and market share, lower our production costs, increase our
manufacturing efficiency, enhance our current portfolio of products or
capitalize on our status as an independent company.
Our business strategy is based on our assumptions about the future demand
for our current products and the new products and applications we are developing
and on our continuing ability to produce our products profitably. Each of these
factors depends, among other things, on our ability to finance our operating and
product development activities, maintain high quality and efficient
manufacturing operations, relocate and close manufacturing facilities as part of
our ongoing cost restructuring with minimal disruption to our operations, access
quality raw materials and contract manufacturing services in a cost-effective
and timely manner, protect our intellectual property portfolio and attract and
retain highly-skilled technical, managerial, marketing and finance personnel.
Our strategy also depends on our ability to implement our transition to a stand-
alone company, which depends to a certain extent on Motorola's ability to
provide transition services to us for limited periods of time and on our ability
to provide or procure such services thereafter. Several of these and other
factors that could affect our ability to implement our business strategy, such
as risks associated with international operations, increased competition, legal
developments and general economic conditions, are beyond our control. In
addition, circumstances beyond our control and changes in our business or
industry may require us to change our business strategy.
Any failure to implement our business strategy or to revise our business
strategy in a timely and effective manner may adversely affect our ability to
service our indebtedness, including our ability to make principal and interest
payments on the Notes. See "Business--Business Strategy."
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RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS--OUR INTERNATIONAL OPERATIONS
SUBJECT US TO RISKS INHERENT IN DOING BUSINESS ON AN INTERNATIONAL LEVEL THAT
COULD ADVERSELY IMPACT OUR RESULTS OF OPERATIONS.
In the first three fiscal quarters of 1999, we generated approximately 46%,
33% and 21% of our product revenues from customers in the Americas, the
Asia/Pacific region and Europe (including the Middle East), respectively. We
maintain significant operations in Guadalajara, Mexico; Seremban, Malaysia;
Carmona, the Philippines; Aizu, Japan; Leshan, China; Roznov, the Czech
Republic; and Piestany, Slovakia. In addition, we rely on a number of contract
manufacturers (primarily for assembly and testing) whose operations are
primarily located in the Asian/Pacific region.
We cannot assure you that we will be successful in overcoming the risks that
relate to or arise from operating in international markets. Risks inherent in
doing business on an international level include, among others, the following:
- economic and political instability;
- changes in regulatory requirements, tariffs, customs, duties and other
trade barriers;
- transportation delays;
- power supply shortages and shutdowns;
- difficulties in staffing and managing foreign operations and other labor
problems;
- fluctuations in currency exchange rates;
- currency convertibility and repatriation;
- taxation of our earnings and the earnings of our personnel; and
- other risks relating to the administration of or changes in, or new
interpretations of, the laws, regulations and policies of the
jurisdictions in which we conduct our business.
Our activities outside the United States are subject to additional risks
associated with fluctuating currency values and exchange rates, hard currency
shortages and controls on currency exchange. Motorola historically engaged in
hedging activities to reduce the risk of adverse currency rate fluctuations
affecting its overall business, but as a stand-alone company we now bear the
risks and costs associated with any such hedging activities. Additionally, while
our sales are primarily denominated in U.S. dollars, worldwide semiconductor
pricing is influenced by currency rate fluctuations, and the recent devaluations
of the currencies of several countries in southeast Asia could have a negative
impact on the demand for, and thus the price of, our products. See also
"--Cyclical Industry."
DEPENDENCE ON HIGHLY-SKILLED PERSONNEL--FAILURE TO ATTRACT AND RETAIN SKILLED
PERSONNEL COULD ADVERSELY IMPACT OUR ABILITY TO COMPETE SUCCESSFULLY IN OUR
INDUSTRY.
Our success depends upon our ability to attract and retain highly-skilled
technical, managerial, marketing and finance personnel. The market for personnel
with such qualifications is highly competitive. In particular, analog component
designers are difficult to attract and retain, and the failure to attract and
retain analog component designers could compromise our ability to keep pace with
our competitors in the market for analog components. We cannot assure you that
we will be able to continue to attract and retain individuals with the
qualifications necessary to operate our company most effectively.
OUR OWNERSHIP--THE INTERESTS OF OUR CONTROLLING SHAREHOLDER MAY DIFFER FROM THE
INTERESTS OF NOTE HOLDERS, WHICH COULD RESULT IN OUR CONTROLLING SHAREHOLDER
TAKING STEPS TO ADVANCE ITS INTERESTS THAT COULD ADVERSELY AFFECT THE
NOTEHOLDERS.
As a result of our recapitalization an affiliate of Texas Pacific Group
controls us and has the power to elect all of the directors of SCG Holding
Corporation and its subsidiaries, approve all amendments to their charter
documents and effect fundamental corporate transactions such as mergers and
asset sales. The
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interests of our controlling shareholder may differ from the interests of
holders of the notes. See "Ownership of Capital Stock."
DEPENDENCE ON INTELLECTUAL PROPERTY--WE USE A SIGNIFICANT AMOUNT OF INTELLECTUAL
PROPERTY IN OUR BUSINESS. IF WE ARE UNABLE TO PROTECT THIS INTELLECTUAL
PROPERTY, OUR BUSINESS MAY BE ADVERSELY AFFECTED.
We rely on patents, trade secrets, trademarks, mask works and copyrights to
protect our products and technologies. Some of our products and technologies are
not covered by any patents or pending patent applications, and we cannot assure
you that:
- any of the more than approximately 280 U.S. and 280 foreign patents and
pending patent applications that Motorola has assigned, licensed or
sublicensed to us in connection with our recapitalization will not lapse
or be invalidated, circumvented, challenged or licensed to others;
- the license rights granted by Motorola in connection with our
recapitalization will provide competitive advantages to us; or
- any of our pending or future patent applications will be issued or, if
issued, will contain claims within the scope originally sought.
Moreover, we cannot assure you that:
- any of the trademarks, copyrights, trade secrets, know-how or mask works
that Motorola has assigned, licensed or sublicensed to us in connection
with our recapitalization will not lapse or be invalidated, circumvented,
challenged, or licensed to others; or
- any of our pending or future trademark, copyright, or mask work
applications will be issued or have the coverage originally sought.
Some of our products are currently the subject of a patent infringement
lawsuit pending in United States District Court in Wilmington, Delaware that was
commenced by Power Integrations against Motorola prior to our August 1999
recapitalization. For a discussion of this lawsuit as it relates to SCG Holding,
see "Business--Legal Proceedings."
Furthermore, we cannot assure you that our competitors or others will not
develop products or technologies that are similar or superior to our products or
technologies, duplicate our products or technologies or design around our
protected technologies. In addition, effective patent, trademark, copyright and
trade secret protection may be unavailable, limited or not applied for in the
United States and in foreign countries.
Also, we may, from time to time, in the future be notified of claims that we
may be infringing third-party patents or other intellectual property rights.
Motorola has agreed to indemnify us for a limited period of time with respect to
some claims that our activities infringe on the intellectual property rights of
others. If necessary or desirable, we may seek licenses under such patents or
intellectual property rights. However, we cannot assure you that we will obtain
such licenses or that the terms of any offered licenses will be acceptable to
us. The failure to obtain a license from a third party for technologies we use
could cause us to incur substantial liabilities or to suspend the manufacture or
shipment of products or our use of processes requiring the technologies.
Litigation could cause us to incur significant expense, by adversely affecting
sales of the challenged product or technologies and diverting the efforts of our
technical and management personnel, whether or not such litigation is resolved
in our favor. In the event of an adverse outcome in any such litigation, we may
be required to:
- pay substantial damages;
- cease the manufacture, use, sale or importation of infringing products;
- expend significant resources to develop or acquire non-infringing
technologies;
- discontinue the use of processes; or
- obtain licenses to the infringing technologies.
We cannot assure you that we would be successful in any such development or
acquisition
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or that any such licenses would be available to us on reasonable terms. Any such
development, acquisition or license could require the expenditure of substantial
time and other resources.
We will also seek to protect our proprietary technologies, including
technologies that may not be patented or patentable, in part by confidentiality
agreements and, if applicable, inventors' rights agreements with our
collaborators, advisors, employees and consultants. We cannot assure you that
these agreements will not be breached, that we will have adequate remedies for
any breach or that persons or institutions will not assert rights to
intellectual property arising out of our research.
ENVIRONMENTAL LIABILITIES; OTHER GOVERNMENTAL REGULATION--REGULATORY MATTERS
COULD ADVERSELY AFFECT OUR ABILITY TO CONDUCT OUR BUSINESS AND COULD REQUIRE
EXPENDITURES THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF
OPERATION OR FINANCIAL CONDITION.
Our manufacturing operations are subject to various environmental laws and
regulations relating to the management, disposal and remediation of hazardous
substances and the emission and discharge of pollutants into the air and water.
Our operations are also subject to laws and regulations relating to workplace
safety and worker health which, among other things, regulate employee exposure
to hazardous substances. Motorola has agreed to indemnify us for environmental
and health and safety liabilities related to the conduct or operations of our
business or Motorola's ownership, occupancy or use of real property occurring
prior to our recapitalization. We cannot assure you that such indemnification
arrangements will cover all material environmental costs relating to pre-closing
matters. Moreover, the nature of our operations exposes us to the continuing
risk of environmental and health and safety liabilities related to events or
activities occurring after our recapitalization.
We believe that the future cost of compliance with existing environmental
and health and safety laws and regulations (and liability for currently known
environmental conditions) will not have a material adverse effect on our
business or prospects. However, we cannot predict:
- changes in environmental or health and safety laws or regulations;
- the manner in which environmental or health and safety laws or regulations
will be enforced, administered or interpreted; or
- the cost of compliance with future environmental or health and safety laws
or regulations or the costs associated with any future environmental
claims, including the cost of clean-up of currently unknown environmental
conditions.
See "Business--Environmental Matters."
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THE EXCHANGE OFFER
The foregoing is a summary of the Exchange Offer and Registration Rights
Agreement dated as of August 4, 1999 among SCG Holding Corporation,
Semiconductor Components Industries, LLC and SCG (Malaysia SMP) Holding
Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation,
Semiconductor Components Industries Puerto Rico, Inc. and SCG International
Development LLC, Chase Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation and Lehman Brothers Inc. A copy of the Exchange Offer and
Registration Rights Agreement is available as set forth under the heading
"Prospectus Summary--Where You Can Find More Information."
TERMS OF THE EXCHANGE OFFER
In connection with the issuance of the initial notes pursuant to the
Purchase Agreement dated as of August 4, 1999 among the SCG Holding,
Semiconductor Components, the note guarantors Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation and Lehman Brothers Inc., these initial
purchasers and their respective assignees became entitled to the benefits of the
Exchange Offer and Registration Rights Agreement.
The Exchange Offer and Registration Rights Agreement requires SCG Holding,
Semiconductor Components and the note guarantors to file the registration
statement, of which this prospectus is a part, for a registered exchange offer
relating to an issue of new exchange notes identical in all material respects to
the initial notes but containing no restrictive legends. Under the Exchange
Offer and Registration Rights Agreement, SCG Holding, Semiconductor Components
and the note guarantors are required to:
- file the registration statement with the Securities and Exchange
Commission on or prior to 120 days following the date of original issuance
of the initial notes;
- use their reasonable best efforts to cause the registration statement to
be declared effective by the SEC no later than 180 days after the date of
issuance of the initial notes;
- use their reasonable best efforts to cause the exchange offer to be
consummated no later than 210 days after the date of issuance of the
initial notes; and
- keep the registration statement effective for not less than 30 days (or
longer, if required by applicable law) after the date on which notice of
the exchange offer is mailed to holders of the initial notes, which period
may be renewed in our reasonable judgment to enable more holders to
exchange their initial notes, provided, that the exchange offer is
consummated no later than 210 days after the date of issuance of the
initial notes.
The exchange offer that this prospectus describes, if commenced and consummated
within the time periods described in this paragraph, will satisfy those
requirements under the Exchange Offer and Registration Rights Agreement.
We will accept for exchange all initial notes validly tendered and not
withdrawn prior to 5:00 p.m., New York City time, on the expiration date. We
will issue exchange notes for an equal principal amount of outstanding initial
notes accepted in the exchange offer. Holders may tender initial notes only in
integral multiples of $1,000. This prospectus, together with the accompanying
letter of transmittal, is being sent to all record holders of initial notes as
of , . The exchange offer is not conditioned upon the tender of
any minimum principal amount of initial notes Our obligation to accept initial
notes for exchange is, however, subject to the conditions as set forth herein
under "--Conditions."
Initial notes will be deemed accepted when, as and if we have given written
notice of acceptance to the exchange agent. The exchange agent will act as agent
for the tendering holders of initial notes for the purposes of receiving the
exchange notes and delivering them to the holders.
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Based on interpretations by the staff of the SEC, as set forth in no-action
letters issued to other issuers, we believe that the exchange notes issued in
the exchange offer may be offered for resale, resold or otherwise transferred by
each holder without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that:
- the holder is not a broker-dealer who acquires the initial notes directly
from the issuers for resale pursuant to Rule 144A under the Securities Act
or any other available exemption under the Securities Act;
- the holder is not an "affiliate" of either of the issuers, as that term is
defined in Rule 405 under the Securities Act; and
- the exchange notes are acquired in the ordinary course of the holder's
business and the holder is not engaged in, and does not intend to engage
in, a distribution of the exchange notes and has no arrangement or
understanding with any person to participate in a distribution of the
exchange notes.
By tendering the initial notes in exchange for exchange notes, each holder,
other than a broker-dealer, will represent that:
- any exchange notes to be received by it will be acquired in the ordinary
course of its business;
- it is not engaged in, and does not intend to engage in, a distribution of
such exchange notes and has no arrangement or understanding to participate
in a distribution of the exchange notes; and
- it is not an affiliate, as defined in Rule 405 under the Securities Act,
of either of the issuers.
If a holder of initial notes is engaged in or intends to engage in a
distribution of the exchange notes or has any arrangement or understanding with
respect to the distribution of the exchange notes to be acquired pursuant to the
exchange offer, the holder may not rely on the applicable interpretations of the
staff of the SEC and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. Each broker-dealer that receives exchange notes for its own account
in the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. The accompanying letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of exchange notes received
in exchange for initial notes where such initial notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities. We have agreed to make this prospectus available to any
broker-dealer for a period of time not to exceed 180 days after the registration
statement is declared effective, subject to extension in specified
circumstances, for use in connection with any such resale. See "Plan of
Distribution."
In the event that:
- because of any change in law or applicable interpretations thereof by the
SEC's staff, the issuers and the note guarantors are not permitted to
effect the exchange offer;
- any initial notes validly tendered pursuant to the exchange offer are not
exchanged for exchange notes within 210 days after the date of issuance of
the initial notes;
- the initial purchasers so request with respect to initial notes not
eligible to be exchanged for exchange notes in the exchange offer;
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- any applicable law or interpretations do not permit a holder of initial
notes to participate in the exchange offer;
- any holder of initial notes that participates in the exchange offer does
not receive freely transferable exchange notes in exchange for tendered
initial notes; or
- the issuers so elect;
then, in any such case, the issuers and the note guarantors shall as promptly as
practicable, file with the SEC a shelf registration statement covering resales
of the initial notes by holders who satisfy the conditions relating to the
provision of information in connection with the shelf registration statement.
LIQUIDATED DAMAGES
Under the Exchange Offer and Registration Rights Agreement, the issuers must
pay liquidated damages to holders of the initial notes in the event of any of
the following registration defaults:
- the registration statement or the shelf registration statement is not
filed with the SEC on or prior to 120 days following the date that the
initial notes were issued;
- the registration statement or the shelf registration statement is not
declared effective within 180 days after the date of issuance of the
initial notes;
- the exchange offer is not consummated on or prior to 210 days after the
date of issuance of the initial notes; or
- the shelf registration statement is filed and declared effective within
180 days after the date of issuance of the initial notes (or in the case
of the shelf registration statement, within 60 days after the publication
of the change in law or interpretation) but shall thereafter cease to be
effective (at any time that the issuers and the note guarantors are
obligated to maintain the effectiveness thereof) without being succeeded
within 30 days by an additional registration statement filed and declared
effective;
During the period of one or more such registration defaults, the issuers and the
note guarantors will be obligated to pay liquidated damages to each holder of
Transfer Restricted Securities (as such term is defined in the Exchange Offer
and Registration Rights Agreement), in an amount equal to $0.192 per week per
$1,000 principal amount of Transfer Restricted Securities held by such holder
until:
- the applicable registration statement is filed;
- the exchange offer registration statement is declared effective and the
exchange offer is consummated;
- the shelf registration statement is declared effective; or
- the shelf registration statement again becomes effective, as the case may
be.
Following the cure of all registration defaults, the accrual of liquidated
damages will cease.
Holders who do not tender their initial notes before the expiration of the
exchange offer will not, subject to limited exceptions, be entitled to exchange
these untendered initial notes for exchange notes. Holders of initial notes will
not be able to offer or sell their initial notes, except pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws, unless the initial notes are subsequently
registered under the Securities Act. Subject to limited exceptions, the issuers
will have no obligation to register the initial notes.
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EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The term "expiration date" shall mean , (30 days following
the commencement of the exchange offer), unless the exchange offer is extended,
in which case the term "expiration date" shall mean the latest date to which the
exchange offer is extended.
In order to extend the expiration date, the issuers will notify the exchange
agent of any extension by written notice and may notify the holders of the
initial notes by mailing an announcement or by means of a press release or other
public announcement prior to 9:00 A.M., New York City time, on the next business
day after the previously scheduled expiration date.
In addition, the issuers reserve the right to delay acceptance of any
initial notes, to extend the exchange offer or to terminate the exchange offer
and not permit acceptance of initial notes not previously accepted if any of the
conditions set forth herein under "--Conditions" shall have occurred and shall
not have been waived by the issuers (if permitted to be waived), by giving
written notice of such delay, extension or termination to the exchange agent.
The issuers also reserve the right to amend the terms of the exchange offer in
any manner deemed by them to be advantageous to the holders of the initial
notes. If the issuers make any material change to terms of the exchange offer,
the exchange offer shall remain open for a minimum of an additional five
business days, if the exchange offer would otherwise expire during such period.
Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by written notice of the delay to the
exchange agent. If the issuers amend the exchange offer in a manner that
constitutes a material change, the issuers will promptly disclose the amendment
in a manner reasonably calculated to inform the holders of the initial notes of
the amendment, including by providing public announcement or giving oral or
written notice to the holders of the initial notes. A material change in the
terms of the exchange offer could include, among other things, a change in the
timing of the exchange offer, a change in the exchange agent and other similar
changes in the terms of the exchange offer.
INTEREST ON THE EXCHANGE NOTES
The exchange notes will accrue interest payable in cash at 12% per annum,
from the later of:
- the last interest payment date on which interest was paid on the initial
notes surrendered in exchange therefor; and
- if the initial notes are surrendered for exchange on a date subsequent to
the record date for an interest payment date to occur on or after the date
of such exchange and as to which interest will be paid, the date of such
interest payment.
PROCEDURES FOR TENDERING
In order to tender initial notes in the exchange offer, a holder must
complete one of the procedures described below.
- The holder must cause The Depository Trust Company ("DTC") to deliver to
the exchange agent prior to 5:00 p.m., New York City time, on the
expiration date, a confirmation that such holder's initial notes have been
transferred from the account of a DTC participant to the exchange agent's
account at DTC. The confirmation should include a message stating that DTC
has received express acknowledgment from such DTC participant that it has
received, and agrees to be bound by, the terms of the accompanying letter
of transmittal and that the issuers may enforce such agreement against
such DTC participant.
- The holder must complete, sign and date the letter of transmittal or a
facsimile of it, have the signature guaranteed, if required by the letter
of transmittal, and mail or otherwise deliver the letter of transmittal or
facsimile of it, together with certificates for the initial notes being
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tendered, to the exchange agent prior to 5:00 p.m., New York City time, on
the expiration date.
- The holder must comply with the guaranteed delivery procedure described
below under "--Guaranteed Delivery Procedure."
THE METHOD OF DELIVERY OF INITIAL NOTES, LETTERS OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IN THE CASE
OF ANY TENDER OF CERTIFICATED NOTES, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT
OR HAND-DELIVERY SERVICE RATHER THAN TENDERING BY MAIL. IF A HOLDER DOES DELIVER
BY MAIL, WE RECOMMEND USING REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR INITIAL NOTES SHOULD BE SENT TO
THE ISSUERS.
Holders of initial notes may also request that their respective brokers,
dealers, commercial banks, trust companies or nominees tender initial notes for
them.
The tender by a holder of initial notes will constitute an agreement between
such holder and the issuers in accordance with the terms and subject to the
conditions set forth here and in the accompanying letter of transmittal.
Only a holder of initial notes may tender the initial notes in the exchange
offer. The term "holder" for this purpose means any person in whose name initial
notes are registered on the books of the Issuers or any other person who has
obtained a properly completed bond power from the registered holder.
Any beneficial owner whose initial notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on his or her behalf. If the beneficial owner wishes
to tender on his or her own behalf, such beneficial owner must, prior to
completing and executing the letter of transmittal and delivering his or her
initial notes, either make appropriate arrangements to register ownership of the
initial notes in such beneficial owner's name or obtain a properly completed
bond power from the registered holder. The transfer of registered ownership may
take considerable time.
SIGNATURE REQUIREMENTS AND SIGNATURE GUARANTEES
Except in the two situations described below, signatures on a letter of
transmittal or a notice of withdrawal must be guaranteed by:
- a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.;
- a commercial bank or trust company having an office or correspondent in
the United States; or
- an "eligible guarantor" institution within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934.
Signature guarantees are not required if the initial notes are tendered:
- by a registered holder of the initial notes or a DTC participant whose
name appears on the security position listing as holder, in either case
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on the letter of transmittal and the
exchange notes are being issued directly to such registered holder or are
being deposited into such DTC participant's account at DTC, as applicable;
or
- for the account of an eligible guarantor institution.
26
<PAGE>
If the letter of transmittal is signed by the record holder(s) of the
initial notes tendered thereby, the signature must correspond with the name(s)
written on the face of the initial notes without alteration, enlargement or any
change whatsoever. If the letter of transmittal is signed by a DTC participant,
the signature must correspond with the name as it appears on the security
position listing as the holder of the initial notes.
If the registered holder of the initial notes does not sign the letter of
transmittal, but rather the letter of transmittal is signed by someone else,
those initial notes must be
- endorsed by the registered holder, with the signature on that letter
guaranteed by an eligible guarantor institution; or
- accompanied by a bond power in form satisfactory to the issuers, signed by
the registered holder, with that signature guaranteed by an eligible
guarantor institution.
If the letter of transmittal, endorsement, bond power, power of attorney or
any other documents required by the letter of transmittal are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, these
persons must:
- indicate their status when signing; and
- submit evidence that satisfies the issuers of their authority to act in
this capacity with respect to the letter of transmittal.
VALIDITY, FORM, ELIGIBILITY, ACCEPTANCE OF TENDERED INITIAL NOTES
All questions as to the validity, form, eligibility, time of receipt,
acceptance and withdrawal of the tendered initial notes will be determined by
the issuers in their sole discretion, which determination will be final and
binding. The issuers reserve the absolute right to reject any and all initial
notes not properly tendered or any initial notes which, if accepted, would, in
the opinion of the issuers or their counsel, be unlawful. The issuers also
reserve the absolute right to waive any conditions of the exchange offer or
irregularities or defects in tender as to particular initial notes. The issuers'
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties.
Unless waived, any defects or irregularities in connection with tenders of
initial notes must be cured within such time as the issuers shall determine.
Neither the issuers, the exchange agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of initial notes, nor shall any of them incur any liability for failure to give
such notification. Tenders of initial notes will not be deemed to have been made
until such irregularities have been cured or waived. Any initial notes received
by the exchange agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned without cost by
the exchange agent to the tendering holders of such initial notes, unless
otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.
In addition, the issuers reserve the right in their sole discretion, subject
to the provisions of the indenture relating to the initial notes and the
exchange notes, to:
- purchase or make offers for any initial notes that remain outstanding
subsequent to the expiration date or, terminate the exchange offer in
accordance with the terms of the Exchange Offer and Registration Rights
Agreement; and
- to the extent permitted by applicable law, purchase initial notes in the
open market, in privately negotiated transactions or otherwise.
The terms of any such purchases or offers could differ from the terms of the
exchange offer.
27
<PAGE>
GUARANTEED DELIVERY PROCEDURE
If a registered holder of initial notes desires to tender initial notes but
cannot complete the procedures for tendering described above in a timely manner,
such holder may tender initial notes by causing an "eligible guarantor"
institution, within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, to mail or otherwise deliver to the exchange agent prior to
5:00 p.m., New York City time, on the expiration date, a properly completed and
duly signed notice of guaranteed delivery and letter of transmittal,
substantially in the form accompanying this prospectus. Such notice of
guaranteed delivery must:
- set forth the registered holder's name and address, the certificate number
of the initial notes being tendered, if available, and the principal
amount of the initial notes being tendered;
- state that the tender is being made by an eligible guarantor institution;
and
- guarantee that, within, five business days after the expiration date, the
eligible guarantor institution will deposit with the exchange agent (1) a
confirmation that the initial notes being tendered have been transferred
from the account of a DTC participant to the exchange agent's account at
DTC and any other documents required by the letter of transmittal or
(2) certificates for the initial notes being tendered in proper form for
transfer and (3) any other documents required by the letter of
transmittal.
Any such tender will be valid if, within, five business days after the
expiration date, the eligible guarantor institution makes such deposit as
guaranteed.
ACCEPTANCE OF INITIAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
After all of the conditions to the exchange offer have been satisfied or
waived, all initial notes properly tendered will be accepted, promptly after the
expiration date, and the exchange notes will be issued promptly after acceptance
of the initial notes. See "--Conditions" below. For purposes of the exchange
offer, initial notes shall be deemed to have been accepted as validly tendered
for exchange when, as and if the issuers have given written notice thereof to
the exchange agent.
In all cases, issuance of exchange notes for initial notes that are accepted
for exchange pursuant to the exchange offer will be made only after the exchange
agent's timely receipt of:
- certificates for such initial notes or a timely confirmation of a
book-entry transfer of such initial notes into the exchange agent's
account at DTC,
- a properly completed and duly executed letter of transmittal, and
- all other required documents required by the letter of transmittal.
If any tendered initial notes are not accepted for any reason set forth in
the terms and conditions of the exchange offer or if initial notes are submitted
for a greater principal amount than the holder desires to exchange, such
unaccepted or non-exchanged initial notes will be returned without expense to
the tendering holder as promptly as practicable after the expiration or
termination of the exchange offer. In the case of initial notes tendered by the
book-entry transfer procedures described below, the non-exchanged initial notes
will be credited to an account maintained with DTC.
BOOK-ENTRY TRANSFER
The exchange agent will make a request to establish an account with respect
to the initial notes at DTC for purposes of the exchange offer within two
business days after the date of this prospectus. Any financial institution that
is a DTC participant may make book-entry delivery of initial notes by causing
DTC to transfer such initial notes into the exchange agent's account at DTC in
28
<PAGE>
accordance with DTC's procedures for transfer. However, although delivery of
initial notes may be effected through book-entry transfer into the exchange
agent's account at DTC, a confirmation of book-entry transfer or the letter of
transmittal or facsimile thereof with any required signature guarantees and any
other required documents must, in any case, be transmitted to and received by
the exchange agent at one of the addresses set forth below under "--Exchange
Agent" on or prior to the expiration date or the guaranteed delivery procedures
described below must be complied with. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. All references in this prospectus to
deposit of initial notes shall be deemed to include DTC's book-entry delivery
method.
WITHDRAWAL OF TENDERS
Except as otherwise provided herein, tenders of initial notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration
date.
A holder may withdraw initial notes it has tendered in the exchange offer by
delivering a written notice of withdrawal to the exchange agent prior to
5:00 p.m., New York City time on the expiration date. Any such notice of
withdrawal must:
1. specify the name of the person that tendered the initial notes to be
withdrawn;
2. identify the initial notes to be withdrawn, including, if applicable,
the registration number or numbers and total principal amount of such
initial notes;
3. be signed by the holder in the same manner as the original signature on
the letter of transmittal by which such initial notes were tendered,
including any required signature guarantees, or be accompanied by
documents of transfer sufficient to permit the trustee with respect to
the initial notes to register the transfer of such initial notes into the
name of the person withdrawing the tender;
4. specify the name in which any such initial notes are to be registered,
if different from that of the person that deposited them initially; and
5. if the initial notes have been tendered pursuant to the book-entry
procedures, specify the name and number of the DTC participant's account
at DTC to be credited, if different than that of the person withdrawing
the tender.
The issuers will determine all questions as to the validity, form and
eligibility, time of receipt of such notices, which shall be final and binding
on all parties. Any initial notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the exchange offer. Any initial
notes that have been tendered for exchange and that are not exchanged for any
reason will be returned to the holder thereof without cost to such holder (or,
in the case of initial notes tendered by book-entry transfer, such initial notes
will be credited to an account maintained with the Book-Entry Transfer Facility
for the initial notes) as soon as practicable after withdrawal, rejection of
tender or termination of the exchange offer. Properly withdrawn initial notes
may be re-tendered by following one of the procedures described under
"--Procedures for Tendering" and "--Book-Entry Transfer" above at any time on or
prior to the expiration date.
CONDITIONS
Notwithstanding any other term of the exchange offer, initial notes will not
be required to be accepted for exchange, nor will exchange notes be issued in
exchange for any initial notes, and the
29
<PAGE>
issuers may terminate or amend the exchange offer as provided herein before the
acceptance of such initial notes, if:
1. because of any change in law, or applicable interpretations thereof by
the SEC, the issuers determine that it is not permitted to effect the
exchange offer;
2. an action is proceeding or threatened that would materially impair the
issuers' ability to proceed with the exchange offer; or
3. not all government approvals that the issuers deem necessary for the
consummation of the exchange offer have been received.
The issuers have no obligation to, and will not knowingly, permit acceptance
of tenders of initial notes:
- from affiliates of the issuers within the meaning of Rule 405 under the
Securities Act;
- from any other holder or holders who are not eligible to participate in
the exchange offer under applicable law or interpretations by the SEC; or
- if the exchange notes to be received by such holder or holders of initial
notes in the exchange offer, upon receipt, will not be tradable by such
holder without restriction under the Securities Act and the Exchange Act
and without material restrictions under the "blue sky" or securities laws
of substantially all of the states of the United States.
ACCOUNTING TREATMENT
The exchange notes will be recorded at the same carrying value as the
initial notes, as reflected in the issuers' accounting records on the date of
the exchange. Accordingly, no gain or loss for accounting purposes will be
recognized by the issuers. The costs of the exchange offer and the unamortized
expenses related to the issuance of the initial notes will be amortized over the
term of the exchange notes.
EXCHANGE AGENT
State Street Bank and Trust Company has been appointed as exchange agent for
the exchange offer. Questions and requests for assistance and requests for
additional copies of this prospectus, the letter of transmittal or notice of
guaranteed delivery should be directed to the exchange agent addressed as
follows:
BY MAIL:
State Street Bank and Trust Company
Corporate Trust Department
P.O. Box 778
Boston, Massachusetts
02102-0078
Attn: Mackenzie Elijah
BY COURIER OR HAND DELIVERY:
State Street Bank and Trust Company
Corporate Trust Window, 5th Floor
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attn: Mackenzie Elijah
30
<PAGE>
BY HAND IN NEW YORK UNTIL 5:00PM
(AS DROP AGENT)
State Street Bank and Trust Company
Corporate Trust Window
61 Broadway
15th Floor
New York, New York 10006
BY FACSIMILE: (617) 662-1452
Confirm by Telephone: (617) 662-1525
FEES AND EXPENSES
The issuers will pay the expenses of soliciting tenders under the exchange
offer. The principal solicitation for tenders pursuant to the exchange offer is
being made by mail; however, additional solicitations may be made by telegraph,
telephone, telecopy or in person by officers and regular employees of the
issuers.
The issuers will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. The issuers, however, will pay the
exchange agent reasonable and customary fees for its services and will reimburse
the exchange agent for its reasonable documented out-of-pocket expenses in
connection therewith. The Issuers may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, the letter of
transmittal and related documents to the beneficial owners of the initial notes,
and in handling or forwarding tenders for exchange.
The expenses to be incurred in connection with the exchange offer will be
paid by the Issuers, including fees and expenses of the exchange agent and
trustee and accounting, legal, printing and related fees and expenses.
The issuers will pay all transfer taxes, if any, applicable to the exchange
of initial notes pursuant to the exchange offer. If, however:
- certificates representing exchange notes or initial notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or
are to be registered or issued in the name of, any person other than the
registered holder of the initial notes tendered;
- tendered initial notes are registered in the name of any person other than
the person signing the letter of transmittal; or
- a transfer tax is imposed for any reason other than the exchange of
initial notes pursuant to the exchange offer;
then the amount of any such transfer taxes, whether imposed on the registered
holder or any other persons, will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of the transfer taxes will
be billed directly to the tendering holder.
31
<PAGE>
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
notes under the exchange offer. In consideration for issuing the exchange notes
as contemplated in this prospectus, we will receive initial notes in like
principal amount, the terms of which are identical in all material respects to
the exchange notes. The initial notes surrendered in exchange for the exchange
notes will be retired and canceled and cannot be reissued. Accordingly, the
issuance of the exchange notes will not result in any increase in our
indebtedness. The proceeds received from the sale of the initial notes were used
to help finance our recapitalization.
32
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth our summary historical financial data. These
data are based on our unaudited historical combined financial statements as of
and for the fiscal years ended December 31, 1994 and 1995, which are not
included herein, our audited historical combined financial statements as of and
for the fiscal years ended December 31, 1996, 1997 and 1998 (the "Audited
Combined Financial Statements") our unaudited historical combined financial
statements for the nine-month period ended September 26, 1998 and the period
from January 1, 1999 through August 3, 1999 (the "Unaudited Interim Combined
Financial Statements"), and our unaudited historical consolidated financial
statements for the period from August 4, 1999 through October 2, 1999 (the
"Unaudited Interim Consolidated Financial Statements"). Our fiscal year ends on
December 31st of each year, and each of the first three fiscal quarters of each
fiscal year ends on the Saturday closest to the calendar quarter end. As a
result, the nine-month period ended October 2, 1999 was longer than the
nine-month period ended September 26, 1998. You should read this information in
conjunction with "Management's Discussion and Analysis of Financial Position and
Results of Operations," the Unaudited Interim Consolidated Financial Statements,
the Unaudited Interim Combined Financial Statements and the Audited Combined
Financial Statements included elsewhere in this prospectus.
<TABLE>
<CAPTION>
JANUARY 1, AUGUST 4,
NINE MONTHS 1999 1999
YEARS ENDED DECEMBER 31, ENDED THROUGH THROUGH
---------------------------------------------------- SEPTEMBER 26, AUGUST 3, OCTOBER 2,
1994 1995 1996 1997 1998 1998 1999 1999
-------- -------- -------- -------- -------- -------------- ---------- -----------
(dollars in millions, except for ratios)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
INFORMATION:
OPERATING REVENUES:
Net sales--trade (product
revenues)................. $1,702.7 $2,011.1 $1,748.0 $1,815.2 $1,493.4 $1,133.3 $894.3 $ 301.2
Foundry sales............... -- -- -- -- -- -- -- 28.0
-------- -------- -------- -------- -------- -------- ------ --------
Total revenues.............. 1,702.7 2,011.1 1,748.0 1,815.2 1,493.4 1,133.3 894.3 329.2
-------- -------- -------- -------- -------- -------- ------ --------
DIRECT AND ALLOCATED COSTS AND
EXPENSES:
Cost of sales............... 1,047.9 1,209.5 1,128.8 1,119.6 1,068.8 810.1 626.7 241.1
Research and development.... 65.3 78.1 71.7 65.7 67.5 53.1 34.3 6.9
Selling and marketing....... 84.7 99.7 94.4 110.7 92.4 70.8 39.0 8.8
General and
administrative............ 165.6 180.3 150.8 239.8 201.6 158.6 85.0 26.1
Restructuring and other
charges................... -- -- -- -- 189.8 189.8 -- 6.4
-------- -------- -------- -------- -------- -------- ------ --------
Operating income (loss)..... 339.2 443.5 302.3 279.4 (126.7) (149.1) 109.3 39.9
-------- -------- -------- -------- -------- -------- ------ --------
OTHER INCOME (EXPENSES):
Equity in earnings from
joint ventures............ -- -- 2.4 1.6 8.4 3.7 3.0 0.8
Interest expense............ (15.0) (17.7) (15.0) (11.0) (18.0) (11.4) (7.5) (23.0)
Minority interests.......... -- -- -- -- -- -- -- (0.3)
-------- -------- -------- -------- -------- -------- ------ --------
Other expenses, net......... (15.0) (17.7) (12.6) (9.4) (9.6) (7.7) (4.5) (22.5)
-------- -------- -------- -------- -------- -------- ------ --------
Revenues less direct and
allocated expenses before
taxes..................... $ 324.2 $ 425.8 $ 289.7 $ 270.0 $ (136.3) $ (156.8) $104.8 17.4
======== ======== ======== ======== ======== ======== ======
Provision for income
taxes..................... (14.9)
--------
Net income.................. $ 2.5
========
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
JANUARY 1, AUGUST 4,
NINE MONTHS 1999 1999
YEARS ENDED DECEMBER 31, ENDED THROUGH THROUGH
---------------------------------------------------- SEPTEMBER 26, AUGUST 3, OCTOBER 2,
1994 1995 1996 1997 1998 1998 1999 1999
-------- -------- -------- -------- -------- -------------- ---------- -----------
(dollars in millions, except for ratios)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUPPLEMENTAL DATA:
Adjusted EBITDA(1).......... $ 450.0 $ 578.9 $ 447.1 $ 425.7 $ 212.7 $ 146.2 $189.7 $ 72.4
Depreciation and
amortization.............. 110.8 135.4 142.4 144.7 141.2 101.8 77.4 25.3
Capital expenditures........ 142.0 252.5 190.7 157.8 81.2 71.8 27.5 19.7
Cash flow from operating
activities,
excluding Motorola
financing and taxes(2).... N/A(4) 421.5 424.0 307.5 130.3 104.1 111.4 --
Cash flow used in investing
activities(2)............. N/A(4) (252.5) (190.7) (157.8) (81.2) (71.8) (27.5) (19.7)
Net financing provided to
Motorola(2)............... N/A(4) 169.0 233.3 149.7 49.1 32.3 83.9 --
Cash flow from operating
activities................ -- -- -- -- -- -- -- 7.2
Cash flow from financing
activities................ -- -- -- -- -- -- -- 119.6
Ratio of earnings to fixed
charges(3)................ N/A(5) N/A(5) N/A(5) N/A(5) -- -- 12.9 1.7
BALANCE SHEET DATA (END OF
PERIOD):
Total assets................ $ 558.5 $ 714.2 $ 768.9 $ 900.6 $ 776.6 $1,513.1
Total business equity....... 534.5 689.7 746.1 866.4 681.0 --
Total stockholders' equity
(deficit)................. (284.9)
</TABLE>
- ------------------------------
N/A - Not available
(1) Adjusted EBITDA represents earnings before taxes on income, interest
expense, depreciation and amortization, restructuring and other charges and
minority interests. We are including Adjusted EBITDA data because we
understand that some investors consider such information as an additional
basis on which to evaluate our ability to pay interest, repay debt and make
capital expenditures. Because all companies do not calculate Adjusted EBITDA
identically, the presentation of Adjusted EBITDA herein is not necessarily
comparable to similarly entitled measures of other companies. Adjusted
EBITDA is not intended to represent and should not be considered more
meaningful than, or an alternative to, measures of operating performance as
determined in accordance with generally accepted accounting principles.
(2) Motorola's cash management system is not designed to track centralized cash
and related financing transactions to the specific cash requirements of our
business. In addition, Motorola's transaction systems are not designed to
track receivables, liabilities, cash receipts and payments on a
business-specific basis. Given these constraints, supplemental cash flow
information is included in our audited historical combined financial
statements and our unaudited historical combined financial statements to
facilitate analysis of key components of cash flow activity. Net financing
provided to Motorola does not necessarily represent our cash flows, or the
timing of such flows, had we operated on a stand-alone basis.
(3) We have calculated our ratio of earnings to fixed charges as earnings, which
are revenues less direct and allocated expenses before taxes and before
adjustments for income or loss from equity investments and fixed charges,
divided by fixed charges, which are expensed and capitalized interest,
amortized premiums, discounts and capitalized expenses related to
indebtedness and estimated interest included in rental expense. The
deficiencies for 1998 and the nine months ended September 26, 1998 of $144.7
million and $160.5 million, respectively, were primarily due to the charge
recorded in June 1998 to cover one-time costs of Motorola's portion of our
recent restructuring.
(4) The cash flow data for 1994 is not available because a carve out of the
December 31, 1993 balance sheet from Motorola's accounting records was not
prepared. It is impracticable for us to prepare the 1993 balance sheet in
order to derive the cash flow data for 1994.
(5) The ratios of earnings to fixed charges for the years 1994 through 1997 have
not been presented because, prior to our August 1999 recapitalization, we
did not have any debt. Interest expense was allocated to us by Motorola and
was not based on our actual fixed charges. We believe that such information
computed on a historical basis is not meaningful to investors.
34
<PAGE>
UNAUDITED PRO FORMA FINANCIAL DATA
We are presenting below our unaudited pro forma statements of revenues less
direct and allocated expenses before taxes to show how our results of operations
might have looked if we had been an independent company for the periods
presented. We based these pro forma data on, and you should read them together
with, the Audited Combined Financial Statements, the Unaudited Interim Combined
Financial Statements and the Unaudited Interim Consolidated Financial Statements
that are included elsewhere in this prospectus. See "Index to Financial
Statements." We prepared these pro forma financial data using the assumptions
described below and in the related notes thereto.
We prepared these pro forma statements of revenues less direct and allocated
expenses before taxes for the nine months ended October 2, 1999 and
September 26, 1998 and for the year ended December 31, 1998 as if our
recapitalization and the related transactions had taken place on the first day
of the periods presented. The financial statements give pro forma effect to:
(1) borrowings under our senior bank facilities (approximately
$740.5 million), the issuance and sale of the initial notes ($400 million) and
the issuance of our junior subordinated note ($91 million);
(2) the exclusion of the Opto isolator product group, which Motorola sold to
a third party during the third quarter of fiscal year 1998;
(3) the consolidation of majority-owned joint venture investments accounted
for in our audited combined financial statements on the equity method;
(4) the inclusion of foundry sales and manufacturing expenses in our
revenues and cost of sales as historically both sales and manufacturing expenses
were included in cost of sales; and
(5) quantifiable adjustments to reflect our results of operations on a
stand-alone basis.
Prior to our recapitalization, the joint ventures described above in clause (3)
were financed with equity contributions from joint venture partners and
third-party non-recourse borrowings. As part of our recapitalization, these
third-party non-recourse borrowings were refinanced with intercompany loans from
us.
The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable. We have not adjusted the
pro forma financial statements operating efficiencies and additional cost
savings that we may realize as a result of our stand-alone operations.
Prior to our recapitalization, we were a part of Motorola rather than a
stand-alone company. As a result, Motorola allocated a portion of its corporate,
marketing, administrative and development expenses to us, which is reflected in
the Audited Combined Financial Statements and Unaudited Interim Combined
Financial Statements. In the opinion of our management, these allocations are
reasonable. However, these expenses may not be indicative of, and it is not
feasible to estimate, the nature and level of expenses that might have been
incurred had we operated as an independent company for the periods presented.
Our management estimates that the aggregate general, administrative, selling and
marketing expenses to be incurred during the first year after our
recapitalization will be less than the total amount that we incurred directly
and that Motorola allocated to us prior to the recapitalization.
We are providing the unaudited pro forma statements of revenues less direct
and allocated expenses before taxes that follow for illustrative purposes only.
They do not purport to represent what our results of operations would have been
had our recapitalization actually occurred as of the dates indicated, and they
do not purport to project our future results of operations.
35
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
FORMERLY,
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
UNAUDITED PRO FORMA STATEMENT OF REVENUES
LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES
For the nine months ended October 2, 1999
(dollars in millions)
<TABLE>
<CAPTION>
JANUARY 1, 1999 THROUGH AUGUST 3, 1999
---------------------------------------------------------------------------------------
ADJUSTMENTS ADJUSTMENTS AUGUST 4,
FOR FOR 1999
ADJUSTMENTS CONSOLIDATION ADJUSTMENTS RECAPITALIZATION THROUGH
HISTORICAL TO EXCLUDE OF JOINT FOR FOUNDRY AND RELATED OCTOBER 2,
SCG OPTO VENTURES SALES TRANSACTIONS SUBTOTAL 1999
---------- ------------ -------------- ------------ ---------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues....... $894.3 $(1.8)(A) $ 1.4(B) $91.1(C) $985.0 $329.2
Direct and allocated
costs and expenses:
Cost of sales...... 626.7 (1.5)(A) (8.4)(B) 91.1(C) 707.9 241.1
Research and
development...... 34.3 $(13.5)(E) 20.8 6.9
Selling and
marketing........ 39.0 39.0 8.8
General and
administrative... 85.0 7.1(B) 4.9(E) 97.0 26.1
Restructuring
charges.......... -- -- 6.4
------ ------ ------
Total operating costs
and expenses....... 785.0 864.7 289.3
------ ------ ------
Operating income..... 109.3 120.3 39.9
------ ------ ------
Other income
(expenses):
Equity in earnings
from joint
ventures......... 3.0 (2.8)(B) 0.2 0.8
(7.5) (2.2)(B) (77.3)(F)
Interest expense...
9.7(G) (77.3) (23.0)
Minority interest.. -- (0.9)(B) (0.9) (0.3)
------ ------ ------
Other expenses,
net.............. (4.5) (78.0) (22.5)
------ ------ ------
Revenues less
direct and
allocated
expenses before
taxes............ $104.8 $ 42.3 $ 17.4
====== ====== ======
<CAPTION>
PRO
FORMA
--------
<S> <C>
Total revenues....... $1,314.2
Direct and allocated
costs and expenses:
Cost of sales...... 949.0
Research and
development...... 27.7
Selling and
marketing........ 47.8
General and
administrative... 123.1
Restructuring
charges.......... 6.4
--------
Total operating costs
and expenses....... 1,154.0
--------
Operating income..... 160.2
--------
Other income
(expenses):
Equity in earnings
from joint
ventures......... 1.0
Interest expense...
(100.3)
Minority interest.. (1.2)
--------
Other expenses,
net.............. (100.5)
--------
Revenues less
direct and
allocated
expenses before
taxes............ $ 59.7
========
</TABLE>
See accompanying Notes to the Unaudited Pro Forma Statements
of Revenues Less Direct and Allocated Expenses Before Taxes.
36
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
UNAUDITED PRO FORMA STATEMENT OF REVENUES
LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES
For the nine months ended September 26, 1998
(dollars in millions)
<TABLE>
<CAPTION>
ADJUSTMENTS ADJUSTMENTS
FOR FOR
ADJUSTMENTS CONSOLIDATION ADJUSTMENTS RECAPITALIZATION
HISTORICAL TO EXCLUDE OF JOINT FOR FOUNDRY AND RELATED
SCG OPTO VENTURES SALES TRANSACTIONS PRO FORMA
---------- ----------- ------------- ----------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total revenues............. $1,133.3 $(21.8)(A) $ 2.4(B) $126.3(C) $1,240.2
Direct and allocated costs
and expenses:
Cost of sales............ 810.1 (22.7)(A) (7.9)(B) 126.3(C) $ 2.6(D) 908.4
Research and
development............ 53.1 (22.8)(E) 30.3
Selling and marketing.... 70.8 70.8
General and
administrative......... 158.6 (0.3) 0.1(B) 0.3(E) 158.7
Restructuring charges.... 189.8 189.8
-------- --------
Total operating costs and
expenses............... 1,282.4 1,358.0
-------- --------
Operating loss............. (149.1) (117.8)
-------- --------
Operating income
(expenses):
Equity in earnings from
joint ventures......... 3.7 (0.5)(B) 3.2
Interest expense......... (11.4) (2.2)(B) (99.4)(F)
13.6(G) (99.4)
Minority interest........ -- (2.8)(B) (2.8)
-------- --------
Other expenses, net...... (7.7) (99.0)
-------- --------
Revenues less direct and
allocated expenses
before taxes........... $ (156.8) $ (216.8)
======== ========
</TABLE>
See accompanying Notes to the Unaudited Pro Forma Statements
of Revenues Less Direct and Allocated Expenses Before Taxes.
37
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
UNAUDITED PRO FORMA STATEMENT OF REVENUES
LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES
For the year ended December 31, 1998
(dollars in millions)
<TABLE>
<CAPTION>
ADJUSTMENTS ADJUSTMENTS
FOR FOR
ADJUSTMENTS CONSOLIDATION ADJUSTMENTS RECAPITALIZATION
HISTORICAL TO EXCLUDE OF JOINT FOR FOUNDRY AND RELATED
SCG OPTO VENTURES SALES TRANSACTIONS PRO FORMA
---------- ----------- ------------- ----------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total revenues............. $1,493.4 $(22.7)(A) $ 3.1(B) $162.3(C) $1,636.1
Direct and allocated costs
and expenses:
Cost of sales............ 1,068.8 (24.0)(A) (12.7)(B) 162.3(C) $ 3.6(D) 1,198.0
Research and
development............ 67.5 (29.1)(E) 38.4
Selling and marketing.... 92.4 92.4
General and
administrative......... 201.6 (0.5)(A) (1.7)(B) (6.2)(E) 193.2
Restructuring charges.... 189.8 189.8
-------- --------
Total operating costs and
expenses............... 1,620.1 1,711.8
-------- --------
Operating loss............. (126.7) (75.7)
-------- --------
Equity in earnings from
joint ventures......... 8.4 (3.7)(B) 4.7
Interest expense......... (18.0) (3.3)(B) (132.5)(F)
21.3(G) (132.5)
Minority interest........ -- (6.2)(B) (6.2)
-------- --------
Other expenses, net...... (9.6) (134.0)
-------- --------
Revenues less direct and
allocated expenses before
taxes.................... $ (136.3) $ (209.7)
======== ========
</TABLE>
See accompanying Notes to the Unaudited Pro Forma Statements
of Revenues Less Direct and Allocated Expenses Before Taxes.
38
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
FORMERLY,
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF
REVENUES LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES
(dollars in millions)
(A) Represents the elimination of sales, cost of sales and general and
administrative expenses related to Opto, which Motorola sold to a
third-party during the third quarter of fiscal year 1998.
(B) Represents the net adjustments for the consolidation of Leshan-Phoenix
Semiconductor Co., Ltd., Tesla Sezam, a.s., Terosil, a.s., and Slovakia
Electronics Industries, a.s. (together, the "Combined Joint Ventures") with
the Semiconductor Components Group of Motorola. The Combined Joint Ventures
were accounted for in the Audited Combined Financial Statements and the
Unaudited Interim Combined Financial Statements on the equity method. Prior
to the recapitalization, the Combined Joint Ventures were financed
independently, from equity contributions from joint venture partners and
third-party non-recourse borrowings. As part of the recapitalization, SCG
Holding refinanced these third-party non-recourse borrowings with
intercompany loans from Semiconductor Components Industries, LLC.
As of October 2, 1999, SCG Holding beneficially owned a majority of the
outstanding equity interests in Leshan and 100% of the outstanding equity
interests in Slovakia Electronics Industries. At such date, it also held
49.9% of the outstanding equity interests in Tesla and Terosil, and Tesla
and Terosil held cross-ownership stakes in each other which resulted in SCG
Holding's beneficial ownership of 58.4% and 62.5%, respectively. The
following sets forth the results for the Combined Joint Ventures and
elimination entries for the nine months ended October 2, 1999 and
September 26, 1998 and the year ended December 31, 1998, respectively.
Amounts remaining in equity in earnings from joint ventures after the
adjustment for consolidation of the Combined Joint Ventures represent
earnings from Semiconductor Miniature Products Malaysia Sdn. Bhd., a joint
venture in which we hold a 50% interest and which is accounted for on the
equity basis for periods before and after the recapitalization.
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999:
<TABLE>
<CAPTION>
ADJUSTMENTS FOR
SLOVAKIA COMBINED CONSOLIDATION
ELECTRONICS JOINT OF JOINT
LESHAN TESLA TEROSIL INDUSTRIES VENTURES ELIMINATIONS VENTURES
-------- -------- -------- ----------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue.................... $15.0 $22.8 $ 5.5 $ 0.2 $43.5 $(42.1)(1) $1.4
Cost of sales.............. 9.3 19.1 5.1 0.2 33.7 (42.1)(2) (8.4)
----- ----- ----- ----- ----- ------ ----
Gross margin............... 5.7 3.7 0.4 -- 9.8 -- 9.8
General and administrative
expenses................. 0.6 4.5 1.1 0.9 7.1 -- 7.1
----- ----- ----- ----- ----- ------ ----
Earnings before interest
and tax.................. 5.1 (0.8) (0.7) (0.9) 2.7 -- 2.7
----- ----- ----- ----- ----- ------ ----
Interest expenses.......... 0.7 1.1 0.4 -- 2.2 -- 2.2
Minority interest.......... -- -- -- -- -- 0.9 (3) 0.9
----- ----- ----- ----- ----- ------ ----
Profit before tax.......... $ 4.4 $(1.9) $(1.1) $(0.9) $ 0.5 $ (0.9) $(0.4)
===== ===== ===== ===== ===== ====== ====
</TABLE>
39
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
FORMERLY,
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF
REVENUES LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES
(dollars in millions) (Continued)
FOR THE NINE MONTHS ENDED SEPTEMBER 26, 1998:
<TABLE>
<CAPTION>
ADJUSTMENTS FOR
SLOVAKIA COMBINED CONSOLIDATION
ELECTRONICS JOINT OF JOINT
LESHAN TESLA TEROSIL INDUSTRIES VENTURES ELIMINATIONS VENTURES
-------- -------- -------- ----------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue.................... $12.3 $20.2 $ 7.8 $ -- $40.3 $(37.9)(1) $ 2.4
Cost of sales.............. 7.4 16.1 6.5 -- 30.0 (37.9)(2) (7.9)
----- ----- ----- ----- ----- ------ -----
Gross margin............... 4.9 4.1 1.3 -- 10.3 -- 10.3
General and administrative
expenses................. 1.7 (1.2) (0.4) -- 0.1 -- 0.1
----- ----- ----- ----- ----- ------ -----
Earnings before interest
and tax.................. 3.2 5.3 1.7 -- 10.2 -- 10.2
----- ----- ----- ----- ----- ------ -----
Interest expenses.......... 1.2 0.9 0.1 -- 2.2 -- 2.2
Minority interest.......... -- -- -- -- -- 2.8 (3) 2.8
----- ----- ----- ----- ----- ------ -----
Profit before tax.......... $ 2.0 $ 4.4 $ 1.6 $ -- $ 8.0 $ (2.8) $ 5.2
===== ===== ===== ===== ===== ====== =====
</TABLE>
FOR THE YEAR ENDED DECEMBER 31, 1998:
<TABLE>
<CAPTION>
ADJUSTMENTS FOR
SLOVAKIA COMBINED CONSOLIDATION
ELECTRONICS JOINT OF JOINT
LESHAN TESLA TEROSIL INDUSTRIES VENTURES ELIMINATIONS VENTURES
-------- -------- -------- ----------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $18.5 $28.6 $ 9.6 $ -- $56.7 $(53.6)(1) $ 3.1
Cost of sales........... 9.3 23.1 8.5 -- 40.9 (53.6)(2) (12.7)
----- ----- ----- ----- ----- ------ ------
Gross margin............ 9.2 5.5 1.1 -- 15.8 -- 15.8
General and
administrative
expenses.............. 2.1 (3.6) (0.3) 0.1 (1.7) -- (1.7)
----- ----- ----- ----- ----- ------ ------
Earnings before interest
and tax............... 7.1 9.1 1.4 (0.1) 17.5 -- 17.5
----- ----- ----- ----- ----- ------ ------
Interest expenses....... 1.5 1.5 0.2 0.1 3.3 -- 3.3
Minority interest....... -- -- -- -- -- 6.2 (3) 6.2
----- ----- ----- ----- ----- ------ ------
Profit before tax....... $ 5.6 $ 7.6 $ 1.2 $(0.2) $14.2 $ (6.2) $ 8.0
===== ===== ===== ===== ===== ====== ======
</TABLE>
The following items describe the adjustments for consolidation of the
Combined Joint Ventures for the nine-month periods ended October 2, 1999 and
September 26, 1998 and the year ended December 31, 1998:
(1) Represents the adjustment to consolidate the Combined Joint Venture
revenues (excluding sales from the Combined Joint Ventures to us) with
our revenues.
(2) Represents the elimination of the Combined Joint Venture sales to us
from cost of goods sold, as we had already included purchases from the
Combined Joint Ventures in our cost of goods sold.
(3) Represents the adjustment to record the minority ownership interest for
the Combined Joint Ventures upon consolidation.
Additionally, the statements reflect the adjustments to eliminate equity
earnings of the Combined Joint Ventures included in the Audited Combined
Financial Statements and Unaudited Interim Combined Financial Statements of
$2.8, $0.5 and $3.7 for the nine months ended October 2, 1999 and
September 26, 1998 and the year ended December 31, 1998.
40
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
FORMERLY,
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF
REVENUES LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES (CONTINUED)
(dollars in millions)
(C) Historically, the Semiconductor Components Group manufactured products at
cost for other divisions of Motorola's Semiconductor Products Sector. This
adjustment reflects the foundry revenues and cost of sales associated with
products manufactured for other divisions of Motorola's Semiconductor
Products Sector, which on a historical basis had been recorded as an offset
to cost of sales at cost. SCG Holding now records such sales in a manner
consistent with other third-party sales.
(D) Reflects the elimination of interest expense, which was charged to the
Semiconductor Components Group by other divisions of Motorola's
Semiconductor Products Sector in the cost of products purchased, to cost of
sales.
(E) Reflects the elimination of Motorola cost allocations for corporate and
divisional research and development and other allocated costs that bear no
direct or indirect relationship to our operations. These costs represent
allocations in excess of what we will incur on a stand-alone basis.
<TABLE>
<CAPTION>
JANUARY 1, 1999 NINE MONTHS YEAR ENDED
THROUGH ENDED DECEMBER 31,
AUGUST 3, 1999 SEPTEMBER 26, 1998 1998
---------------- ------------------- ------------
<S> <C> <C> <C>
Corporate research and
development (1)............. $ 3.2 $ 4.8 $ 6.4
Sector engineering (2)........ 10.3 18.0 22.7
----- ----- -----
$13.5 $22.8 $29.1
===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
JANUARY 1, 1999 NINE MONTHS YEAR ENDED
THROUGH ENDED DECEMBER 31,
AUGUST 3, 1999 SEPTEMBER 26, 1998 1998
---------------- ------------------- ------------
<S> <C> <C> <C>
Royalty income (3)............ $(5.4) $(8.6) $(10.8)
Other (income) expenses (4)... 0.5 8.3 17.0
----- ----- ------
$(4.9) $(0.3) $ 6.2
===== ===== ======
</TABLE>
The following describes the above cost allocation adjustments:
(1) Represents the elimination of the portion of Motorola's expenses for
its corporate research and development labs that was allocated to the
Semiconductor Components Group. These costs are for Motorola projects.
SCG Holding's management believes that SCG Holding will not incur costs
relating to these projects in the future.
(2) Represents the elimination of the portion of Motorola's expenses for
sector engineering that was allocated to the Semiconductor Components
Group, excluding the costs for the CDMC lab (which performed product
research and development for Motorola's Semiconductor Components Group's
TMOS products). SCG Holding's management believes that SCG Holding will
not incur costs relating to these research and development activities in
the future.
(3) Represents the elimination of royalty income, which Motorola allocated
to all of its businesses. This royalty income is not necessarily
indicative of the income that SCG Holding receives as a stand-alone
company.
(4) Represents the elimination of other income and expenses, which Motorola
allocated to all of its businesses. These items principally include
chemical decontamination costs and other expenses. SCG Holding's
management believes that these costs or income will not recur in the
future.
41
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
FORMERLY,
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC.
NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF
REVENUES LESS DIRECT AND ALLOCATED EXPENSES BEFORE TAXES (CONTINUED)
(dollars in millions)
(F) Reflects the additional interest expense resulting from borrowings of
$1,231.5 under the credit agreement relating to the senior bank facilities,
the notes and the junior subordinated note and includes $3.7, $4.8 and $6.4
of deferred financing cost amortization for the approximate seven-month
period ended August 3, 1999, the nine-month period ended September 26, 1998
and the year ended December 31, 1998, respectively. Such borrowings are
expected to bear interest at the following:
Tranche A of senior bank facilities of $65.5--LIBOR plus 3.00% (8.75%,
assumed rate)
Tranche B of senior bank facilities of $325.0--LIBOR plus 3.50% (9.25%,
assumed rate)
Tranche C of senior bank facilities of $350.0--LIBOR plus 3.75% (9.50%,
assumed rate)
Notes of $400.0 (12.00%, fixed rate)
Junior subordinated note of $91.0 (10.00% fixed rate)
For purposes of the unaudited pro forma statements of revenues less direct
and allocated expenses before taxes, the assumed interest rates have been
used to calculate interest expense of $77.3, $99.4 and $132.5 (including the
above mentioned deferred financing cost amortization) for the seven-month
period ended August 3, 1999, the nine-month period ended September 26, 1998
and the year ended December 31, 1998, respectively. Such interest rates are
representative of the interest rates that would have been in effect under
the credit agreement relating to the senior bank facilities had SCG Holding
borrowed such amounts on January 1, 1998 and had such amounts remained
outstanding throughout the periods presented. A 0.125% increase or decrease
in LIBOR would have resulted in a $0.5, $0.7 and $0.9 adjustment to interest
expense for the seven-month period ended August 3, 1999, the nine-month
period ended September 26, 1998 and the year ended December 31, 1998,
respectively.
(G) Reflects the elimination of corporate interest allocated to the
Semiconductor Components Group.
42
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE AUDITED
COMBINED FINANCIAL STATEMENTS, THE UNAUDITED INTERIM COMBINED FINANCIAL
STATEMENTS, THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND THE
UNAUDITED PRO FORMA FINANCIAL STATEMENTS, WHICH ARE INCLUDED ELSEWHERE IN THIS
PROSPECTUS. THE UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS AND THE AUDITED
COMBINED FINANCIAL STATEMENTS PRESENT THE COMBINED ASSETS, LIABILITIES AND
BUSINESS EQUITY AND THE RELATED COMBINED REVENUES LESS DIRECT AND ALLOCATED
EXPENSES BEFORE TAXES OF THE BUSINESS OF MOTOROLA'S SEMICONDUCTOR COMPONENTS
GROUP PRIOR TO THE RECAPITALIZATION AND THE RELATED TRANSACTION, AND ARE NOT
INTENDED TO BE A COMPLETE PRESENTATION OF THE FINANCIAL POSITION, RESULTS OF
OPERATIONS OR CASH FLOWS OF THE BUSINESS OF SCG HOLDING CORPORATION AND ITS
CONSOLIDATED SUBSIDIARIES. THE RESULTS OF OPERATIONS BEFORE TAXES ARE NOT
NECESSARILY INDICATIVE OF THE RESULTS OF OPERATIONS BEFORE TAXES THAT WOULD BE
RECORDED BY SCG HOLDING ON A STAND-ALONE BASIS. THE UNAUDITED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS PRESENT THE CONSOLIDATED FINANCIAL POSITION
AND RESULTS OF OPERATIONS OF SCG HOLDING CORPORATION AND ITS CONSOLIDATED
SUBSIDIARIES ON A STAND-ALONE BASIS SUBSEQUENT TO ITS AUGUST 4, 1999
RECAPITALIZATION. OUR FISCAL YEAR ENDS ON DECEMBER 31ST OF EACH YEAR, AND EACH
OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR ENDS ON THE SATURDAY
CLOSEST TO THE CALENDAR QUARTER END. AS A RESULT, THE NINE-MONTH PERIOD ENDED
OCTOBER 2, 1999 WAS LONGER THAN THE NINE-MONTH PERIOD ENDED SEPTEMBER 26, 1998.
OVERVIEW
We are the largest independent supplier of semiconductor components in the
world. Our total addressable market, consisting generally of discrete, standard
analog and standard logic semiconductors, comprised approximately $16.9 billion
of revenues in 1998. Generically referred to as semiconductor "components,"
these devices are "building blocks" that provide the power control, power
protection and interfacing necessary for almost all electronic systems,
including computers, consumer electronics, communications equipment, automotive
systems and industrial automation and control systems. With a portfolio of over
16,000 products, we offer our customers a single source of supply for virtually
all their components needs, including the broadest selection of discrete
semiconductor products in the industry and an extensive line of standard analog
and standard logic products. Our products generally have long market life
cycles, averaging 10 to 20 years, with some as long as 30 years. The long life
of these products allows us to use our manufacturing assets for longer periods
of time, leading to lower capital expenditures. Our total sales volume was
approximately 15 billion units in 1998, and we expect our sales volume to be
approximately 18 billion units during 1999.
RECENT RESTRUCTURING. In 1997, Motorola created the Semiconductor
Components Group as a separate division within its Semiconductor Products Sector
to concentrate on the manufacturing of discrete, standard analog and standard
logic semiconductors. In 1998, Motorola initiated a company-wide restructuring
with the goal of increasing the manufacturing efficiency of various operations
within each of Motorola's business groups. In furtherance of this strategy, we
have implemented ongoing cost-saving initiatives to rationalize our product
portfolio, close plants and relocate or outsource related operations to take
advantage of lower-cost labor markets and make our manufacturing processes more
efficient. As part of this restructuring program, we have closed plants in
Arizona and the Philippines. We expect to complete this restructuring program by
the end of 2000 and, as a result, expect to realize annual cost savings of
approximately $210 million in 2000, as compared to our cost structure at the
beginning of 1998. Motorola recorded a restructuring charge in the second
quarter of 1998, of which $189.8 million was allocated to us. We do not
currently anticipate any significant additional costs in connection with this
restructuring. See "Business--Recent Restructuring."
43
<PAGE>
RECAPITALIZATION. On August 4, 1999, SCG Holding Corporation was
recapitalized pursuant to an agreement among SCG Holding, its subsidiary,
Semiconductor Components Industries, LLC, Motorola and affiliates of Texas
Pacific Group. As a result of our recapitalization, an affiliate of Texas
Pacific Group holds approximately 91% and Motorola holds approximately 9% of the
outstanding voting stock of SCG Holding. In addition, as part of these
transactions, Texas Pacific Group's affiliate received 1,500 shares and Motorola
received 590 shares of SCG Holding's mandatorily redeemable preferred stock with
a total liquidation value of $209 million plus accrued and unpaid dividends.
Motorola also received a $91 million junior subordinated note issued by
Semiconductor Components. Cash payments to Motorola in connection with our
recapitalization were financed through equity investments by affiliates of Texas
Pacific Group totaling $337.5 million, borrowings totaling $740.5 million under
a $875 million senior secured bank loan facilities and the issuance of
$400 million of 12% senior subordinated notes due August 2009. Because Texas
Pacific Group's affiliate acquired less than substantially all of SCG Holding's
common stock, the basis of SCG Holding's assets and liabilities for financial
reporting purposes was not impacted by our recapitalization.
SEPARATION FROM MOTOROLA. When we were a division of Motorola, Motorola
allocated to us expenses related to shared services provided by Motorola and its
other divisions. During 1998, we incurred approximately $294 million in general,
administrative, marketing and selling expenses, of which Motorola and its other
divisions allocated to us approximately $124 million. During the seven-month
period prior to our August 1999 recapitalization, we incurred $124 million of
general, administrative, marketing and selling expenses, of which Motorola and
its other divisions allocated to us $52 million. As part of our
recapitalization, we identified the specific services that we believed were
necessary to our business and that we would not be able initially to provide
ourselves. Motorola agreed to provide or arrange for the provision of these
services, including information technology, human resources, supply management
and finance services, for periods of time sufficient to facilitate our
transition to a stand-alone company. Our management estimates that we will incur
not more than $75 million under these arrangements for general, administrative,
selling and marketing related expenses during the first year after our
recapitalization and that our aggregate general, administrative, selling and
marketing expenses will be less than those directly charged and allocated in
1998. In addition, Motorola agreed to continue to provide worldwide shipping and
freight services to us for a period of up to three years using the cost
allocation method currently in effect. Under this arrangement, we anticipate
paying Motorola approximately $30 million in the first year following our
recapitalization. We believe that the scope of the agreements we entered into
with Motorola as part of our recapitalization and the time frames, pricing and
other terms should provide us sufficient time to effect the transition with
minimal disruption to our business, and that we will ultimately be able to
provide these services ourselves or identify third-party suppliers to provide
such services on terms not materially less favorable to us than the terms of our
arrangements with Motorola.
SCG Holding and Motorola have also agreed to continue providing
manufacturing services to each other for limited periods of time following our
recapitalization at fixed prices that are intended to approximate each party's
cost of providing the services. Prior to our recapitalization, the cost of the
services we provided to other divisions of Motorola's Semiconductor Products
Sector was recorded as a credit to our cost of production, while the cost of the
services other divisions of Motorola's Semiconductor Products Sector provided to
us was included in our cost of goods sold. We now record foundry sales for
services we provide to other divisions of Motorola's Semiconductor Products
Sector as revenues, and this change has been reflected as an adjustment in our
pro forma financial information contained in this prospectus. See "Unaudited Pro
Forma Financial Information." In 1996, 1997, and 1998, the Semiconductor
Components Group recorded $159.5 million, $177.4 million, and $162.3 million,
respectively, for the cost of foundry services it provided to other divisions of
Motorola's Semiconductor Products Sector. For the nine months ended
September 26,
44
<PAGE>
1998, the Semiconductor Components Group recorded $126.3 million for the cost of
foundry services it provided to other divisions of Motorola's Semiconductor
Products Sector, and for the period from January 1, 1999 through August 3, 1999,
the Semiconductor Components Group recorded $91.0 million for the cost of these
foundry services. Each party has committed to purchases specified under these
manufacturing services agreements. Subject to our right to cancel upon six
months' written notice, we have minimum commitments to purchase manufacturing
services from Motorola of approximately $29.5 million, $88 million,
$51 million, $41 million and $40 million in the last three months of 1999, and
in fiscal years 2000, 2001, 2002 and 2003, respectively, and have no purchase
obligations thereafter. We currently anticipate that we will purchase
manufacturing services from Motorola of approximately $150 million in 2000.
Subject to its right to cancel upon six months' written notice, Motorola has
minimum commitments to purchase manufacturing services from us of approximately
$24.9 million, $66 million and $26 million in the last three months of 1999, and
in fiscal years 2000 and 2001, respectively, and has no purchase obligations
thereafter. We currently anticipate that Motorola will purchase manufacturing
services from us of approximately $100 million in 2000. We believe that prior to
the expiration of our manufacturing services agreements with Motorola, we will
be able to relocate operations to our facilities, or make arrangements with
third-party manufacturers to replace the manufacturing services provided by
Motorola at costs not materially in excess of the amounts we expect to pay
Motorola.
Before our recapitalization, we accounted for our investments in
Leshan-Phoenix Semiconductor Co., Ltd., Tesla a.s., Terosil a.s. and Slovakia
Electronics Industries a.s. using the equity method because these joint ventures
were financed from equity contributions from joint venture partners (or, in the
case of Slovakia Electronics, formed in anticipation of such a contribution) and
third-party non-recourse borrowings. As part of our recapitalization, we
refinanced these third-party non-recourse borrowings with intercompany loans
totalling $73.0 million. Additionally, we purchase substantially all of the
output from these joint ventures. These joint ventures represented
$53.6 million of our cost of goods sold in 1998 and had external revenues of
$3.1 million. Subsequent to our recapitalization, these joint ventures have been
consolidated in our financial statements and have been presented on a
consolidated basis in the Unaudited Pro Forma Financial Statements contained in
this prospectus. Had we consolidated these joint ventures on a historical basis,
our sales and gross profit in 1998 would have been increased by $3.1 million and
$15.8 million, respectively.
HISTORICAL QUARTERLY PERFORMANCE--1998 THROUGH THIRD QUARTER 1999
The following table sets forth our historical quarterly sales, gross profits
and gross margin (gross profit as a percentage of sales) from January 1, 1998
through October 2, 1999:
<TABLE>
<CAPTION>
JULY 4, AUGUST 4
FOR THE THREE MONTHS ENDED 1999 1999
------------------------------------------------------------------------- THROUGH THROUGH
MARCH 28, JUNE 28, SEPTEMBER 28, DECEMBER 31, APRIL 3, JULY 3, AUGUST 3, OCTOBER 2,
1998 1998 1998 1998 1999 1999 1999 1999
--------- -------- ------------- ------------ -------- -------- --------- ----------
(DOLLARS IN MILLIONS, UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues....... $414.1 $373.3 $345.9 $360.1 $372.9 $400.7 $120.7 $ 329.2
Gross profit......... $139.6 $ 97.3 $ 86.3 $101.4 $102.9 $121.8 $ 42.9 $ 88.1
Gross margin......... 34% 26% 25% 28% 28% 30% 36% 27%
</TABLE>
45
<PAGE>
In early 1998 we experienced strong sales and gross profit growth resulting
principally from inventory buildups by our distribution customers due to a
positive industry outlook. However, as a result of the Asian economic crisis,
reduced average selling prices resulting from excess semiconductor manufacturing
capacity and adjustments resulting from excess inventory, sales in the second
and third quarters of 1998 were lower than expected. Since the fourth quarter of
1998, the industry has demonstrated continued improvement driven by the recovery
of most Asian economies, better inventory balances and increasing demand for
electronic devices. This positive trend is demonstrated in our sequential
quarterly growth in sales and gross profit from the fourth quarter of 1998
through the third quarter of 1999. On a pro forma basis, gross margin for the
three months ended October 2, 1999 was 29%. The slight decrease in gross margin
resulted from inefficiencies during August 1999 as SCG Holding separated from
Motorola and became a stand-alone entity. Management does not expect this
situation to impact gross margin in the fourth quarter of 1999. World
Semiconductor Trade Statistics, an industry association that collects and
publishes sales statistics on products and regions for the industry, has
forecasted revenue growth in our industry and our total addressable market from
1998 to 2002 at a compound annual growth rate of 15.5% and 10.4%, respectively.
RESULTS OF OPERATIONS
The following table sets forth line items from our statement of revenues
less direct and allocated expenses before taxes, as a percentage of total
revenues for the periods indicated:
<TABLE>
<CAPTION>
JANUARY 1, AUGUST 4,
YEARS ENDED 1999 1999
DECEMBER 31, NINE MONTHS ENDED THROUGH THROUGH
------------------------------ SEPTEMBER 26, AUGUST 3, OCTOBER 2,
1996 1997 1998 1998 1999 1999
-------- -------- -------- ----------------- ---------- ----------
(EXPRESSED AS A PERCENTAGE OF TOTAL REVENUES)
<S> <C> <C> <C> <C> <C> <C>
Total revenues............... 100% 100% 100 % 100 % 100% 100%
Direct and allocated costs
and expenses:
Cost of sales............ 64.6% 61.7% 71.6 % 69.9 % 70.9% 72.9%
Research and
development............ 4.1% 3.6% 4.5 % 4.6 % 3.8% 2.1%
Selling and marketing.... 5.4% 6.1% 6.2 % 6.1 % 4.4% 2.7%
General and
administrative......... 8.6% 13.2% 13.5 % 13.9 % 9.3% 8.7%
Restructuring charges.... 0.0% 0.0% 12.7 % 24.1 % 0.0% 1.9%
----- ----- ----- ----- ----- -----
Total direct and allocated
costs and expenses:........ 82.7% 84.6% 108.5 % 118.7 % 88.5% 88.3%
Other expenses, net...... 0.7% 0.5% 0.6 % 0.6 % 0.5% 6.5%
----- ----- ----- ----- ----- -----
Revenues less direct and
allocated expenses before
taxes.................... 16.6% 14.9% (9.1)% (19.3)% 11.0% 5.2%
===== ===== ===== ===== ===== =====
</TABLE>
46
<PAGE>
We experienced a decline in our market share from 1993 through 1998. Our
market share as a percentage of our total addressable market was 11.0% in 1993,
10.5% in 1994, 9.7% in 1995, 9.4% in each of 1996 and 1997 and 8.7% in 1998. We
believe this decline was attributable primarily to the emphasis of Motorola's
Semiconductor Products Sector on the sale of more complex and higher-priced
semiconductors, including the diversion of research and development, capital
expenditures and manufacturing capacity to these products and incentives
provided to this sales force and third-party distributors linked to the sale of
these products. Our market share has stabilized at 8.7% of our total addressable
market in the last three quarters of 1999. We expect to maintain our current
market share through the end of 1999 and through 2000 by concentrating on
products with significant growth potential, such as analog and high performance
semiconductors, and products in markets with less price competition, such as
bipolar discrete semiconductors.
NINE MONTHS ENDED OCTOBER 2, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 26,
1998
<TABLE>
<CAPTION>
POST-
PRE-RECAPITALIZATION RECAPITALIZATION
----------------------------------- ----------------
NINE JANUARY 1, NINE
MONTHS 1999 AUGUST 4, 1999 MONTHS
ENDED THROUGH THROUGH ENDED
SEPTEMBER 26, 1998 AUGUST 3, 1999 OCTOBER 2, 1999 OCTOBER 2, 1999
------------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
REVENUES:
Net product sales................. $1,133.3 $894.3 $301.2 $1,195.5
Foundry sales..................... -- -- 28.0 28.0
-------- ------ ------ --------
Total Revenues.................. 1,133.3 894.3 329.2 1,223.5
-------- ------ ------ --------
OPERATING COSTS AND EXPENSES:
Cost of sales..................... 810.1 626.7 241.1 867.8
Research and development.......... 53.1 34.3 6.9 41.2
Selling and marketing............. 70.8 39.0 8.8 47.8
General and administrative........ 158.6 85.0 26.1 111.1
Restructuring and other charges... 189.8 -- 6.4 6.4
-------- ------ ------ --------
Total Operating Costs and
Expenses...................... 1,282.4 785.0 289.3 1,074.3
-------- ------ ------ --------
OPERATING INCOME (LOSS)............. (149.1) 109.3 39.9 149.2
OTHER EXPENSES, NET................. (7.7) (4.5) (22.5) (27.0)
REVENUES LESS DIRECT AND ALLOCATED
EXPENSES BEFORE TAXES.............
-------- ------ ------ --------
$ (156.8) $104.8 $ 17.4 $ 122.2
======== ====== ====== ========
</TABLE>
NET PRODUCT SALES. Net product sales increased $62.2 million, or 5.5%, from
$1,133.3 million for the nine months ended September 26, 1998 to $1,195.5
million for the nine months ended October 2, 1999. The overall increase in net
product sales was primarily attributable to the rebound in the semiconductor
market as well as the introduction of new products. Unit volume increased by
20.6% for the nine months ended October 2, 1999 compared to the nine months
ended September 26, 1998, while average selling prices decreased by 11.0% for
the same periods, primarily as a result of excess semiconductor manufacturing
capacity and aggressive pricing actions taken to
47
<PAGE>
maintain market share. Given recent increases in demand and capacity
utilization, we expect average selling prices to stabilize or increase in the
near term.
Net sales for standard analog products, which accounted for 20.0% of net
product sales for the nine months ended October 2, 1999, increased 16.7%
compared to the same period in 1998, primarily as a result of increased demand
in the telecommunications industry and our focus on expanding the sales of this
product line. Net sales for standard logic products, which accounted for 23.6%
of net product sales for the nine months ended October 2, 1999, increased 5.8%
compared to the same period in 1998, primarily due to increased demand for
emitter-coupled logic products, which was offset by the discontinuation of our
FAST product line as well as reduced emphasis on older standard logic product
families. Net sales for discrete products, which accounted for 56.0% of net
product sales for the nine months ended October 2, 1999, grew by 5.0% compared
to the same period in 1998, mainly fueled by increased demand in the rectifiers
and zener product families.
The geographic distribution of net product sales for the nine months ended
October 2, 1999 was relatively consistent with the 1998 period, except for the
increase in the proportion of our revenues attributable to the Asia/Pacific
Region. Net product sales were derived 46%, 33% and 21% 9% in the Americas,
Asia/Pacific and Europe (including the Middle East), respectively, in the first
nine months of 1999, compared to 47%, 29% and 24%, respectively, in the first
nine months of 1998. Sales to the Asia/Pacific region have strengthened during
1999 and recently exceeded the $500 million mark, due to a recovery in this
market which we expect to continue over the next three years.
GROSS PROFIT. Gross profit, defined as total revenues less cost of sales,
increased 10.1% from $323.2 million for the nine months ended September 26, 1998
to $355.7 million for the nine months ended October 2, 1999. As a percentage of
total revenues, gross profit was 28.5% for the first nine months of 1998,
compared to 29.1% for the first nine months of 1999. The improvement in gross
profit resulted mainly from reductions in costs from the restructuring program
initiated in June 1998, which were offset, in part, by lower average selling
prices.
RESEARCH AND DEVELOPMENT. Research and development costs decreased
$11.9 million, or 22.4%, from $53.1 million in the nine months ended
September 26, 1998 to $41.2 million in the nine months ended October 2, 1999,
primarily as a result of our August 1999 recapitalization and the
discontinuation of related expense allocations from Motorola. As a percentage of
total revenues, these costs decreased from 4.7% for the first nine months of
1998 to 3.4% for the first nine months of 1999. Research and development costs
that we incurred directly increased from $26.4 million in the nine months ended
September 26, 1998 to $27.9 million in the nine months ended October 2, 1999,
while research and development costs allocated from Motorola decreased from
$26.7 million to $13.3 million for the same periods.
SELLING AND MARKETING. Selling and marketing expenses decreased by 32.5%
from $70.8 million in the nine months ended September 26, 1998 to $47.8 million
in the nine months ended October 2, 1999. As a percentage of total revenues,
these costs decreased from 6.2% for the first nine months of 1998 to 3.9% for
the first nine months of 1999. The decrease in selling and marketing expenses
was primarily attributable to cost reductions resulting from the restructuring
program.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased
by 29.9% from $158.6 million in the nine months ended September 26, 1998 to
$111.1 million in the nine months ended October 2, 1999 primarily as a result of
worldwide personnel reductions associated with the the restructuring program and
as a result of our recapitalization and the discontinuation of related expense
allocations from Motorola. As a percentage of total revenues, these costs
decreased from 14.0% for the first nine months of 1998 to 9.1% for the first
nine months of 1999. General and administrative expenses allocated from Motorola
decreased from $94.4 million in the nine months ended September 26, 1998 to
$50.0 million in the nine months ended October 2, 1999.
48
<PAGE>
RESTRUCTURING AND OTHER CHARGES. In June 1998, Motorola recorded a charge
to cover one-time costs related to the restructuring program, including costs
related to the consolidation of manufacturing operations, the exit of
non-strategic or poorly performing businesses by discontinuance of selected
product lines and the rationalization of our product portfolio, and a reduction
in the number of our employees. Asset impairment and other charges were also
recorded for the write-down of assets that had become impaired as a result of
current business conditions or business portfolio decisions. Our one-time
charges related to these actions were $189.8 million, of which $53.9 million
represented asset impairments charged directly against machinery and equipment.
The remaining charges consisted of $13.2 million for the consolidation of
manufacturing operations, $20.7 million for business exits and $102.0 million
for employment reductions.
Motorola retained the employee separation accrual of $28.8 million as of
August 3, 1999, to cover approximately 900 employees who will remain employees
of, and be released by Motorola.
At October 2, 1999, $13.6 million of reserves relating to the restructuring
program remain outstanding. The following table summarizes activity in these
reserves during 1999:
<TABLE>
<CAPTION>
BALANCE AMOUNTS BALANCE
AS OF RETAINED AS OF
DECEMBER 31, AMOUNTS BY OCTOBER 2,
1998 USED MOTOROLA 1999
------------ -------- --------- ----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Consolidation of manufacturing operations....... $13.2 $ (4.5) $ -- $ 8.7
Business exists................................. 11.3 (6.4) -- 4.9
Employee separations............................ 43.5 (14.7) (28.8) --
----- ------ ------ -----
Total restructuring......................... $68.0 $(25.6) $(28.8) $13.6
===== ====== ====== =====
</TABLE>
After our recapitalization, we incurred $6.4 million of one-time costs
mostly associated with the worldwide launch of our new trade name, ON
Semiconductor-TM-, and related branding initiatives.
OPERATING INCOME (LOSS). We generated an operating loss of $149.1 million,
or 13.2% of total revenues, for the nine months ended September 26, 1998
compared to operating income of $149.2 million, or 12.2% of total revenues, for
the nine months ended October 2, 1999. This improvement is primarily
attributable to the restructuring charge in 1998 as well as subsequent cost
reductions resulting from the restructuring. Excluding the restructuring charge,
we generated operating income of $40.7 million, or 3.6% of total revenues,
during the first nine months of 1998.
OTHER EXPENSES, NET. Other expenses, net increased from $7.7 million for
the nine months ended September 26, 1998 to $27.0 million for the nine months
ended October 2, 1999, primarily as a result of increased interest expense
related to borrowings utilized to finance our recapitalization and related
transactions.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
NET SALES--TRADE. Net product sales decreased $321.8 million, or 17.7%,
from $1,815.2 million in 1997 to $1,493.4 million in 1998. Our sales decreased
in all major product categories. The decline in net product sales, which was
greater than the decline in overall sales in our total addressable market of 11%
over the same time period, was primarily attributable to a worldwide
recessionary period in the semiconductor industry resulting from the Asian
economic crisis, excess manufacturing capacity and excess inventory levels.
Average sales prices declined 12.3% while total unit volume declined only 5.9%.
Net sales for discrete, standard analog and standard logic products, which
accounted for 58%, 19% and 23%, respectively, of net product sales in 1998,
decreased 16.5%, 7.3% and 27.1%, respectively, compared to 1997, primarily as a
result of industry-wide declines in average selling
49
<PAGE>
prices. The decrease in net sales of standard logic products was exacerbated by
our discontinuation of a standard logic product line and reduced emphasis on
older standard logic product families.
The geographic distribution of net product sales in 1998 is relatively
consistent as compared to 1997. Net product sales were derived 46%, 30% and 24%
in the Americas, the Asia/Pacific region and Europe (including the Middle East),
respectively, in 1998, compared to 46%, 33% and 21%, respectively, in 1997.
GROSS PROFIT. Gross profit, defined as total revenues less cost of sales,
decreased 39.0% from $695.6 million in 1997 to $424.6 million in 1998. As a
percentage of total revenues, gross profit was 38.3% in 1997 compared to 28.4%
in 1998. The decrease in gross profit as a percentage of total revenues resulted
primarily from lower average sales prices as well as the underutilization of
production capacity, causing fixed production costs to be spread over fewer
units of production. These negative impacts on gross profit were offset, in
part, by reductions in costs resulting from the restructuring program initiated
in June 1998.
RESEARCH AND DEVELOPMENT. Research and development costs increased
$1.8 million, or 2.7%, from $65.7 million in 1997 to $67.5 million in 1998. As a
percentage of total revenues, these costs increased from 3.6% in 1997 to 4.5% in
1998. Research and development costs historically consisted of allocations from
Motorola and other divisions of its Semiconductor Products Sector as well as
research and development costs incurred directly by us. Research and development
expenses allocated to us by Motorola and other divisions of its Semiconductor
Products Sector decreased by $1.5 million from $34.6 million in 1997 to
$33.1 million in 1998. Research and development cost increased by $3.3 million
from $31.1 million in 1997 to $34.4 million in 1998. This increase reflects our
continued commitment to focus on new product development.
SELLING AND MARKETING. Selling and marketing expenses decreased by 16.5%
from $110.7 million in 1997 to $92.4 million in 1998. The reduction in selling
and marketing expenses is primarily attributable to the restructuring program.
As a percentage of total revenues, these costs remained relatively consistent at
just over 6% in 1997 and 1998 due to the decline in total revenues and the
restructuring in 1998.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased
by 15.9% from $239.8 million in 1997 to $201.6 million in 1998. As a percentage
of total revenues, these costs remained relatively consistent at just over 13%
in 1997 and 1998 due to the decline in total revenues in 1998. In addition to
general and administrative expenses incurred directly by us, general and
administrative costs consist of an allocation of Motorola's corporate and sector
costs. General and administrative expenses allocated to us by Motorola decreased
by $1.8 million, or 1.5%, to $115.2 million for 1998. General and administrative
expenses incurred directly by us decreased by $36.4 million, or 29.6%, to
$86.4 million for 1998. The reduction in general and administrative expenses is
primarily attributable to worldwide personnel reductions under the
restructuring.
RESTRUCTURING AND OTHER CHARGES. In June 1998, Motorola recorded a charge
to cover restructuring costs related to the consolidation of manufacturing
operations, the exit of non-strategic or poorly performing businesses and a
reduction in worldwide employment by 20,000 employees. Asset impairment and
other charges were also recorded for the writedown of assets which had become
impaired as a result of current business conditions or business portfolio
decisions.
Motorola recorded its charge in the following restructuring categories:
CONSOLIDATION OF MANUFACTURING OPERATIONS. Consolidation of manufacturing
operations relates to the closing of production and distribution facilities and
selling or disposing of the machinery and equipment that was no longer needed
and, in some cases, scrapping excess assets that had no net realizable value.
The buildings associated with these production facilities, in many cases, were
sold to outside parties. Also included in this restructuring category were costs
related to shutting
50
<PAGE>
down or reducing the capacity of production lines. In most cases, older
facilities with older technologies or non-strategic products were closed.
Machinery and equipment write downs related to equipment that would no longer be
utilized comprised the majority of these costs. These assets have been deemed to
be held for use until such time as they are removed from service and, therefore,
no longer utilized in manufacturing products. An assessment was made as to
whether or not there was an asset impairment related to the valuation of these
assets in determining what the amount of the write down included in the
restructuring charge should be for this machinery and equipment. This assessment
utilized the anticipated future undiscounted cash flows generated by the
equipment as well as its ultimate value upon disposition.
The charges in this restructuring category do not include any costs related
to the abandonment or sub-lease of facilities, moving expenses, inventory
disposals or write downs, or litigation or environmental obligations.
As part of the consolidation of manufacturing operations, Semiconductor
Products Sector facilities in North Carolina, California, Arizona and the
Philippines are being closed as planned. The Semiconductor Products Sector is
consolidating its production facilities into fewer integrated factories to
achieve economies of scale and improved efficiencies and to capitalize on new
technologies that should reduce operating costs.
BUSINESS EXITS. Business exit costs include costs associated with shutting
down businesses that did not fit with Motorola's new strategy. In many cases,
these businesses used older technologies that produced non-strategic products.
The long-term growth and margins associated with these businesses were not in
line with Motorola's expectations given the level of investment and returns.
Included in these business exit costs were the costs of terminating technology
agreements and selling or liquidating interests in joint ventures that did not
fit with the new strategy of Motorola. Exit costs allocated to us related to the
discontinuance of selected product lines and the rationalization of our product
portfolio. Similar to consolidation of manufacturing operations, the charges in
this restructuring category did not include any costs related to the abandonment
or sublease of facilities, moving expenses, inventory disposals or write downs,
or litigation or environmental obligations.
EMPLOYEE SEPARATIONS. Employee separation costs represent the costs of
involuntary severance benefits for the 20,000 positions identified as subject to
severance under the restructuring plan and special voluntary termination
benefits offered beginning in the third quarter of 1998. The special voluntary
termination benefits provided for one week of pay for each year of service
between years 1-10, two weeks of pay for each year of service between years
11-19, and three weeks of pay for each year of service for year 20 and greater.
The majority of employees who accepted special voluntary termination benefits
did so by the end of the year, although severance payments were not completed by
that time. The majority of the special voluntary termination benefits expired at
the end of the fourth quarter of 1998.
As of December 31, 1998, approximately 13,800 employees have separated from
Motorola through a combination of voluntary and involuntary severance programs.
Of the 13,800 separated employees, approximately 8,200 were direct employees and
5,600 were indirect employees. Direct employees are primarily non-supervisory
production employees, and indirect employees are primarily non-production
employees and production managers.
ASSET IMPAIRMENTS AND OTHER CHARGES. As a result of current and projected
business conditions, Motorola wrote down operating assets that became impaired.
The majority of the assets written down were used manufacturing equipment and
machinery.
The amount of impairment charge for the assets written down was based upon
an estimate of the future cash flows expected from the use of the assets, as
well as upon their eventual disposition. These undiscounted cash flows were then
compared to the net book value of the equipment, and impairment was determined
based on that comparison. Cash flows were determined at the
51
<PAGE>
facility level for production facilities based upon anticipated sales value of
the products to be produced and the costs of producing the products at those
facilities. In cases in which sufficient cash flows were not going to be
generated by the equipment at those facilities, the assets were written down to
their estimated fair value. These estimated fair values were based upon what the
assets could be sold for in a transaction with an unrelated third party. Since
the majority of these assets were machinery and equipment, Motorola was able to
utilize current market prices for comparable equipment in the marketplace in
assessing what would be the fair value upon sale of the equipment.
Building writedowns were based on marketability factors of the building in
the particular location.
Assets held for use continue to be depreciated based on an evaluation of
their remaining useful lives and their ultimate values upon disposition. There
were no assets held for sale at December 31, 1998 nor were any impaired assets
disposed of prior to that date.
RESTRUCTURING CHARGE. A restructuring charge of $189.8 million, of which
$53.9 million represented asset impairments charged directly against machinery
and equipment, was allocated to us in 1998. Under our restructuring program, we
expect to reduce our workforce by approximately 3,900 employees by the end of
the first quarter of 2000. As of December 31, 1998, we had released
approximately 2,500 employees as part of our restructuring program.
At December 31, 1998, $68.0 million of restructuring accruals remain
outstanding. The following table displays a rollforward to December 31, 1998 of
the accruals established during the second quarter of 1998:
<TABLE>
<CAPTION>
ACCRUALS AT
INITIAL AMOUNTS DECEMBER 31,
CHARGES USED 1998
-------- -------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Consolidation of manufacturing operations................... $ 13.2 $ -- $13.2
Business exits.............................................. 20.7 (9.4) 11.3
Employee separations........................................ 102.0 (58.5) 43.5
------ ------- -----
Total restructuring....................................... 135.9 (67.9) 68.0
------ ------- -----
Asset impairments and other charges......................... 53.9 (53.9) --
------ ------- -----
Total..................................................... $189.8 $(121.8) $68.0
====== ======= =====
</TABLE>
Our remaining accrual at December 31, 1998 of $13.2 million for the
consolidation of manufacturing operations represents the finalization of the
plant closings in Arizona and the Philippines. Within the business exits
category, the remaining accrual of $11.3 million at December 31, 1998 relates to
costs of exiting two unprofitable product lines. Our remaining accrual of
$43.5 million at December 31, 1998 for employee separations relates to the
completion of severance payments in Japan, Asia, the U.K. and Arizona.
Our total amount used of $121.8 million through December 31, 1998 reflects
approximately $63.6 million in cash payments and $58.2 million in write-offs.
The remaining $68.0 million accrual balance at December 31, 1998 is expected to
be liquidated via cash payments.
OPERATING INCOME. Operating income was $279.4 million, or 15.4% of net
sales, in 1997 compared to an operating loss of $126.7 million, or 8.5% of net
sales, in 1998. Excluding the restructuring charge, we would have had operating
income of $63.1 million, or 4.2% of net sales, in 1998. This decrease is
primarily attributable to the deterioration in gross margins.
EQUITY IN EARNINGS FROM JOINT VENTURES. Equity in earnings from joint
ventures increased from $1.6 million in 1997 to $8.4 million in 1998. During
1998, we recognized a greater benefit from our 1997 investments in Tesla and
Terosil in the Czech Republic, as their manufacturing facilities
52
<PAGE>
increased to full capacity in 1998. These investments were part of our global
semiconductor expansion strategy to relocate manufacturing facilities out of the
United States into markets with lower cost facilities.
INTEREST EXPENSE. Interest expense increased from $11.0 million in 1997 to
$18.0 million in 1998. These amounts were allocated by Motorola to its
Semiconductor Products Sector and in turn to us.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
NET SALES--TRADE. Net product sales increased $67.2 million, or 3.8%, from
$1,748.0 million in 1996 to $1,815.2 million for 1997. The increase was
consistent with the total growth in overall sales in our addressable market of
4.3% over the same time period. Total unit volume increased 21.2% in 1997
compared to 1996, while average sales prices decreased by 14.9%, reflecting
continued price pressure as a result of excess semiconductor manufacturing
capacity in the industry.
Net sales for discrete products, which accounted for 56% of net product
sales for 1997, decreased 0.4% compared to 1996. Net sales for standard analog
products and standard logic products, which accounted for 17% and 27%,
respectively, of net product sales for 1997, increased 11.3% and 10.5%,
respectively, compared to 1996. The growth rates of discrete, standard analog
and standard logic product families followed general market trends.
The geographic distribution of net product sales for 1997 is relatively
consistent as compared to 1996. Net product sales were derived 46%, 33% and 21%
in the Americas, the Asia/Pacific region and Europe (including the Middle East),
respectively, during 1997, compared to 46%, 33% and 21%, respectively, in 1996.
GROSS PROFIT. Gross profit, defined as total revenues less cost of sales,
increased 12.3% from $619.2 million in 1996 to $695.6 million in 1997. As a
percentage of total revenues, gross profit was 35.4% in 1996 compared to 38.3%
in 1997. This improvement in gross profit as a percentage of total revenues was
primarily the result of improved manufacturing efficiencies and capacity
utilization resulting from increased unit volume. Inventory levels were
increased in 1997 in anticipation of a rebound of the semiconductor industry in
1998. As production was increased in 1997 to build inventory levels, fixed
production costs were spread over higher unit volume and were capitalized into
inventory, resulting in a positive impact on 1997 gross profit.
RESEARCH AND DEVELOPMENT. Research and development costs decreased
$6.0 million, or 8.4%, from $71.7 million in 1996 to $65.7 million in 1997. As a
percentage of total revenues, these costs decreased from 4.1% in 1996 to 3.6% in
1997. Research and development costs historically consisted of allocations from
Motorola and other divisions of its Semiconductor Products Sector as well as
research and development costs incurred directly by us. The research and
development costs allocated by Motorola and other divisions of its Semiconductor
Products Sector were essentially flat at $34.8 million in 1996 compared to
$34.6 million in 1997. The decrease in research and development costs is
primarily attributable to a $5.8 million reduction in the costs incurred
directly by us. The decrease was primarily the result of a reorganization in
1997 of Motorola's Semiconductor Products Sector, when Motorola created the
Semiconductor Components Group as a separate division within the Semiconductor
Products Sector. As a result, a number of research and development personnel
were reassigned to other groups within the sector, thus reducing our research
and development resources in 1997.
SELLING AND MARKETING. Selling and marketing expenses increased by 17.3%
from $94.4 million in 1996 to $110.7 million in 1997. As a percentage of total
revenues, these costs increased from 5.4% in 1996 to 6.1% in 1997. The increase
in selling and marketing expenses is primarily attributable to changes in
processes and additional selling and marketing functions for which we assumed
direct responsibility starting in 1997 as part of the reorganization of
Motorola's Semiconductor Products Sector.
53
<PAGE>
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
by 59.0% from $150.8 million in 1996 to $239.8 million in 1997. As a percentage
of total revenues, these costs increased from 8.6% in 1996 to 13.2% in 1997. In
addition to general and administrative expenses incurred directly by us, general
and administrative costs consist of an allocation of Motorola's corporate and
sector costs. General and administrative expenses allocated to us by Motorola
increased by $29.8 million, or 34.2%, to $117.0 million in 1997. General and
administrative expenses incurred directly by us increased by $59.2 million, or
93.1%, to $122.8 million in 1997. The increase in general and administrative
expenses is primarily attributable to costs resulting from the reorganization of
Motorola's Semiconductor Products Sector in 1997.
OPERATING INCOME. Operating income as a percentage of total revenues
decreased from 17.3%, or $302.3 million, in 1996 to 15.4%, or $279.4 million, in
1997. This decrease is attributable primarily to increased selling and marketing
and general and administrative expenses resulting from the reorganization of
Motorola's Semiconductor Products Sector in 1997, offset by improvements in
gross profit in 1997.
EQUITY IN EARNINGS FROM JOINT VENTURES. Equity in earnings from joint
ventures decreased by 33.3% from $2.4 million in 1996 to $1.6 million in 1997.
The decrease in earnings was primarily attributable to our Malaysian joint
venture, which incurred translation losses in 1997 on U.S. dollar denominated
loans.
INTEREST EXPENSE. Interest expense decreased from $15.0 million in 1996 to
$11.0 million in 1997. These amounts were allocated by Motorola to its
Semiconductor Products Sector and in turn to us.
LIQUIDITY AND CAPITAL RESOURCES
Our senior bank facilities consist of a $200.0 million tranche A facility
(including a $134.5 million delayed-draw term facility) that bears interest at
LIBOR + 3.00% and fully amortizes within six years, a $325.0 million tranche B
facility that bears interest at 3.50% and fully amortizes within seven years and
a $350.0 million tranche C facility that bears interest at LIBOR + 3.75% and
fully amortizes within eight years, together with a $150.0 million revolving
facility for working capital and general corporate purposes (of which
$14.7 million has been used for letters of credits and $135.3 million remains
available as of October 2, 1999). As part of our August 1999 recapitalization,
in addition to borrowing $740.5 million under our senior bank facilities, we
also issued $400.0 million of 12% senior subordinated notes due in 2009. We have
subsequently borrowed an additional $60.0 million under our $134.5 million
delayed-draw term facility, the remainder of which will remain available until
February 4, 2000 to fund working capital.
The senior bank facilities and the notes contain various restrictions and
covenants. As part of our recapitalization, Semiconductor Components Industries,
LLC issued a $91 million junior subordinated note, which bears interest at a
rate of 10% per annum, payable semi-annually in kind. Interest will be payable
in cash after the fifth anniversary of the issue date if, after giving effect to
the payment of interest on any interest payment date, we will be in compliance
with our obligations under our senior bank facilities and the indenture relating
to the notes. Our junior subordinated note will mature on the twelfth
anniversary of its issue date and be subordinated in right of payment to the
notes and the loans under our senior bank facilities and pari passu in right of
payment with unsecured trade debt.
As of October 2, 1999, we had $800.5 million of indebtedness outstanding
under our senior bank facilities (excluding unused commitments) and a
stockholders' deficit of $284.9 million. In addition, the credit agreement
relating to our senior bank facilities, the indenture relating to the notes and
the terms of our junior subordinated note will allow us to incur further
additional indebtedness.
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Prior to our recapitalization, Motorola performed cash management on a
centralized basis, and its Semiconductor Products Sector processed receivables
and payables, payroll and other activities for the Semiconductor Components
Group. Most of these systems were not designed to track receivables,
liabilities, cash receipts and payments on a division-specific basis.
Accordingly, it is not practical to determine assets and liabilities associated
with the Semiconductor Components Group prior to our recapitalization.
Subsequent to our recapitalization, we had cash flow from operating activities
of $7.2 million. Net cash provided by financing activities totalled
$119.6 million, resulting primarily from the issuance of common and preferred
stock to an affiliate of Texas Pacific Group and to the proceeds from the
borrowings incurred in conjunction with our recapitalization less amounts paid
to Motorola as part of our recapitalization.
Capital expenditures, net of transfers, were $81.2 million in 1998. Gross
capital expenditures are expected to be approximately $110.0 million in 1999.
Approximately $61.7 million (before transfers) was spent as of October 2, 1999.
We have been able to limit capital expenditures supporting our capacity
expansions by buying depreciated assets from other Motorola divisions at their
book value.
Our primary future cash needs, both in the short term and in the long term,
will continue to be for working capital, capital expenditures, debt service and
potential business acquisitions. In particular, we are required to begin making
principal payments on our senior bank facilities in 2001. Our ability to make
payments on and to refinance our indebtedness, including the notes, our senior
bank facilities and the junior subordinated note and to fund working capital,
capital expenditures, research and development efforts and strategic
acquisitions will depend on our ability to generate cash in the future, which is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control. Further, our senior bank facilities,
the indenture relating to the notes and the terms of our junior subordinated
note currently do, and other debt instruments we enter into in the future may,
impose various restrictions and covenants on us that could limit our ability to
respond to market conditions, to provide for unanticipated capital investments
or to take advantage of business opportunities. We believe that currently
anticipated costs savings, revenue growth and operating improvements will be
sufficient to enable us to service our indebtedness and to fund our other
liquidity needs for the next twelve months.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes standards for
the accounting and reporting for derivative instruments, including derivative
instruments embedded in other contracts, and hedging activities. This statement
generally requires recognition of gains and losses on hedging instruments, based
on changes in fair value or the earnings effect of forecasted transactions. As
issued, SFAS No. 133 is effective for all fiscal quarters of all fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133--An Amendment of FASB Statement
No. 133," which deferred the effective date of SFAS No. 133 until June 15, 2000.
We are currently evaluating the impact of SFAS No. 133.
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INDUSTRY
INFORMATION REGARDING OUR MARKET INDUSTRY DATA
In this prospectus, we rely on and refer to information regarding the
semiconductor market and our competitors that has been prepared by industry
research firms, including Semiconductor Industry Association, World
Semiconductor Trade Statistics, the Gartner Group's Dataquest division and
Insight-Onsite Research, or compiled from market research reports, analyst
reports and other publicly available information. All industry and total
addressable market data that are not cited as being from a specified source are
from World Semiconductor Trade Statistics.
All of our market share information presented in this prospectus refers to
our total product sales revenues in our total addressable market, which
comprises the following specific World Semiconductor Trade Statistics product
categories: (1) discrete products (all discrete semiconductors other than
sensors, RF and microwave power transistors and optoelectronics); (2) standard
analog products (amplifiers, voltage regulators and references and comparators
only); and (3) standard logic products (general purpose logic and MOS general
purpose logic only). We believe that is information is reliable but have not
independently verified it.
INDUSTRY OVERVIEW
Semiconductors are basic building blocks used to create an increasing
variety of electronic products and systems. Since the invention of the
transistor in 1948, continuous improvements in semiconductor process and design
technologies have led to smaller, more complex and more reliable devices at a
lower cost per function. The availability of low-cost semiconductors together
with increased customer demand for sophisticated electronic systems has led to
the proliferation of semiconductor devices into diverse end products such as
computers, consumer electronics, communications equipment, automotive systems
and industrial automation and control systems, together with an increase in the
number of semiconductor devices in individual electronic systems and an increase
in semiconductor value as a percentage of the total cost of electronic systems.
The semiconductor industry is comprised of three broad product segments:
(1) logic devices, which process data and range from complex integrated circuits
such as microprocessors and digital signal processors to standard logic products
(approximately 50% of total industry sales); (2) memory devices, which store
data (approximately 22% of total industry sales); and (3) analog and discrete
devices, which process electronic signals and control electrical power
(approximately 28% of total industry sales). Within these categories,
semiconductors are classified as either standard components or
application-specific components. Standard semiconductors are used by a large
group of systems designers for a broad range of applications, while
application-specific semiconductors are designed to perform specific functions
in specific applications.
The manufacturing of a semiconductor device is a complex process that
requires two primary stages: wafer fabrication and assembly/test. The wafer
fabrication, or "front-end" process, is the more technologically demanding
process in which the circuit patterns of the semiconductor are
photolithographically etched on to raw silicon wafers. In the assembly/test, or
"back-end" process, these wafers are cut into individual "die," which are then
bonded to a substrate, have connectors attached to them and are encapsulated in
a package. In the final step, the finished products are tested to ensure they
meet their operating specifications. Historically, because the back-end process
is less technology intensive (requiring, for example, less stringent clean room
standards) these operations were often located in lower-cost facilities in
emerging market countries while the front-end process remained near the
manufacturer's primary facilities. As these countries' technology industries
have matured, the front-end processes have been increasingly relocated abroad.
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Worldwide semiconductor market revenues were $125.6 billion in 1998,
including revenues in our total addressable market of approximately
$16.9 billion. Since 1993, total industry revenues have grown at a compound
annual growth rate of 10.2% and revenues in our total addressable market have
grown at a compound annual growth rate of 7.3%. The industry is cyclical,
however, and from 1995 to 1998 industry and revenues and revenues in our total
addressable market declined from $144.4 billion to $125.6 billion and from
$19.7 billion to $16.9 billion, respectively. This was the first three-year
downturn in industry history and was driven primarily by reduced average selling
prices resulting primarily from excess semiconductor manufacturing capacity and
the Asian economic crisis.
Recent industry performance shows strong indications of a rebound. The
following table shows revenues in the industry and for our total addressable
market over the most recent six calendar quarters:
QUARTERLY WORLDWIDE SEMICONDUCTOR SALES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1998 1998 1998 1999 1999 1999
-------- ------------- ------------ --------- -------- -------------
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Industry.......................... $29.6 $30.7 $33.9 $33.5 33.7 38.1
Change from previous three
months.......................... (5.7)% 3.7% 10.4% (1.2)% 0.6% 13.1%
Total addressable market.......... $ 4.2 $ 4.0 $ 4.2 $ 4.3 4.6 5.0
Change from previous three
months.......................... (6.7)% (4.8)% 5.0% 2.4% 7.0% 9.7%
</TABLE>
The following table sets forth the total industry revenues for the
semiconductor industry from 1993 through 1998 and projected total industry
revenues for 1999 through 2002:
WORLDWIDE SEMICONDUCTOR INDUSTRY SALES (1)
<TABLE>
<CAPTION>
HISTORICAL PROJECTED
---------------------------------------------------------------------------- -------------------
CAGR
1993 1994 1995 1996 1997 1998 (2) 1999 2000
-------- -------- -------- ---------- -------- -------- -------- -------- --------
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Logic................... $34.1 $ 42.1 $ 56.0 $ 61.9 $ 70.4 $ 67.0 14.5% $ 75.1 $ 88.7
Analog.................. 10.7 13.6 16.7 17.0 19.8 19.1 12.3% 21.2 24.8
Memory.................. 21.3 32.5 53.5 36.0 29.3 23.0 1.6% 30.2 37.7
Discrete................ 11.3 13.7 18.4 17.0 17.7 16.5 7.9% 18.6 21.0
----- ------ ------ ------ ------ ------ ----- ------ ------
Total................. $77.3 $101.9 $144.4 $132.0 $137.2 $125.6 10.2% $145.2 $172.3
<CAPTION>
PROJECTED
--------------------------------
CAGR
2001 2002 (3)
---------- -------- --------
(DOLLARS IN BILLIONS)
<S> <C> <C> <C>
Logic................... $102.8 $117.0 15.0%
Analog.................. 28.6 32.5 14.2%
Memory.................. 44.5 48.8 20.7%
Discrete................ 23.2 25.3 11.3%
------ ------ ----
Total................. $199.1 $223.5 15.5%
</TABLE>
- ------------------------------
(1) According to the World Semiconductor Trade Statistics. Due to rounding, some
totals are not arithmetically correct sums of their component figures.
(2) Represents the compound annual growth rate from 1993 through 1998.
(3) Represents the projected compound annual growth rate from 1998 through 2002.
OUR MARKET
Our market includes discrete, standard analog and standard logic
semiconductors that provide power control, power protection and interfacing
functions. Electronic systems, such as computers, cellular phones and video
recorders, rely on a combination of discrete, analog, logic, microprocessor and
memory devices. In such a system, microprocessors and memory devices
collectively operate as the "brains" of the system, and rely on discrete,
standard analog and standard logic devices for usable electrical power and
protection and to interface both between components within a system and with
external power and signal sources. Despite the prominent role high-end
microprocessors and memory products play in leading-edge computers and consumer
electronic products, semiconductor components accounted for approximately 85% of
total semiconductor unit
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volume and 13% of semiconductor industry revenues in 1998, and most consumer
electronic products use a variety of these semiconductors. For example,
according to Dataquest and other industry analysts, a computer hard drive
contains approximately 14 semiconductor component products, an automobile's
control unit contains approximately 45 semiconductor component products, a
computer printer contains approximately 30 semiconductor component products and
a cellular phone contains between 30 and 50 semiconductor component products.
POWER CONTROL AND PROTECTION FUNCTIONS. Power control and protection is
essential to virtually all electronic systems. Before sensitive electronic
systems and semiconductors can use the "raw" electricity provided by external
power sources, this electricity must be efficiently converted to a usable and
regulated input. By the same token, these electronic systems must be able to
control higher power outputs, such as when an automotive control box instructs a
spark plug to fire or a starter engine to engage. Within an electronic system,
the characteristics of this output must be further modified and regulated to
meet the requirements of the different components within the system, and
sensitive components must be protected from the output of other higher power
components. Intelligent power control is also critical to meet consumer demands
for long battery lives on increasingly complex and power hungry portable
electronic devices. Power control is provided by discrete and standard analog
products.
INTERFACE FUNCTIONS. In order for components within an electronic system to
interact with each other and with the outside world, non-electronic inputs must
be converted to and from an electronic format and electronic signals generated
by individual integrated circuits within a system must be interconnected and
routed to other integrated circuits. Although complex integrated circuits, such
as microprocessors, ultimately consist of sophisticated architectures of
thousands or millions of interfacing functions, these complex integrated
circuits still rely on single-purpose components for a number of functions.
First, although many of these discrete products provide simple logic functions
of the type that could be integrated into a single chip, in many cases it is
more cost-effective to continue to use discrete products combined with standard
processors or memory devices rather than designing a custom chip. Second, even
when application specific or other new integrated circuits are designed, the
complexity of the design process and demanding time-to-market pressures means
these designs are rarely perfect, and discrete devices continue to be used to
fix these imperfections. Finally, there are a number of applications, such as
high-speed networking devices, that require high power/high performance discrete
interface functions that cannot be efficiently integrated into a single chip.
Interface functions are provided by standard logic products that provide simple
digital logic functions in which electronic signals are treated as either "one"
or "zero" and by standard analog products that amplify or otherwise modify
non-digital signals.
DISCRETE, STANDARD ANALOG AND STANDARD LOGIC PRODUCTS. Although our
products provide power control, protection and interface functions, industry
classifications are typically based on the product family on which specific
semiconductors are based. Our market includes discrete, standard analog
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and standard logic semiconductors. The following table sets forth total industry
revenues for the product families in which we participate:
WORLDWIDE SEMICONDUCTOR SALES IN OUR TOTAL ADDRESSABLE MARKET (1)
<TABLE>
<CAPTION>
HISTORICAL PROJECTED
-------------------------------------------------------------------------- --------
CAGR
1993 1994 1995 1996 1997 1998 (2) 1999
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN BILLIONS)
Discrete (4)........................... $ 7.9 $ 9.5 $12.8 $11.9 $12.0 $10.8 6.3% $11.9
Standard Analog (5).................... 2.1 2.6 3.5 3.2 3.7 3.6 11.3% 4.3
Standard Logic (6)..................... 1.8 3.1 3.5 3.0 3.2 2.5 6.7% 2.7
----- ----- ----- ----- ----- ----- ----- -----
Total................................ $11.8 $15.3 $19.7 $18.1 $18.9 $16.9 7.3% $18.9
===== ===== ===== ===== ===== ===== ===== =====
<CAPTION>
PROJECTED
-----------------------------------------
CAGR
2000 2001 2002 (3)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
(DOLLARS IN BILLIONS)
Discrete (4)........................... $13.2 $14.3 $15.2 8.9%
Standard Analog (5).................... 5.0 5.7 6.4 15.6%
Standard Logic (6)..................... 2.9 3.3 3.5 8.9%
----- ----- ----- -----
Total................................ $21.1 $23.2 $25.1 10.4%
===== ===== ===== =====
</TABLE>
- ------------------------------
(1) According to World Semiconductor Trade Statistics. Due to rounding, some
totals are not arithmetically correct sums of their component figures.
(2) Represents the compound annual growth rate from 1993 through 1998.
(3) Represents the projected compound annual growth rate from 1998 through 2002
(4) Includes the following specific World Semiconductor Trade Statistics product
categories: all discrete semiconductors other than sensors, RF and microwave
power transistors and optoelectronics.
(5) Includes the following specific World Semiconductor Trade Statistics product
categories: amplifiers, voltage regulators and references and comparators
only.
(6) Includes the following specific World Semiconductor Trade Statistics product
categories: general purpose logic and MOS general purpose logic only.
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<PAGE>
BUSINESS
GENERAL
We are the largest independent supplier of semiconductor components in the
world. Our total addressable market, consisting generally of discrete, standard
analog and standard logic semiconductors, comprised approximately $16.9 billion
of revenues in 1998. Discrete, standard analog and standard logic semiconductors
are generically referred to as semiconductor "components" and are the "building
blocks" that provide the power control, power protection and interfacing
necessary for almost all electronic systems, including computers, consumer
electronics, communications equipment, automotive systems and industrial
automation and control systems. With a portfolio of over 16,000 products, we
offer our customers a single source of supply for virtually all their components
needs, including the broadest selection of discrete semiconductor products in
the industry and an extensive line of standard analog and standard logic
products. Our products generally have long market life cycles, averaging 10 to
20 years, with some as long as 30 years. The long life of these products allows
us to use our manufacturing assets for longer periods of time, leading to lower
capital expenditures.
We sell our semiconductors directly to over 500 customers, including
original equipment manufacturers and electronic manufacturers service industry
companies. In addition, we sell indirectly to tens of thousands of other
customers through distributors. As a former division of Motorola, we have our
roots in the very beginnings of the semiconductor industry and have participated
in the industry for over 40 years. Headquartered in Phoenix, Arizona, we employ
approximately 13,150 people worldwide, consisting of approximately 10,150 people
employed directly and approximately 3,000 people employed through our joint
ventures, most of whom are engaged in manufacturing services. We maintain 12
manufacturing facilities in Arizona, Mexico, Slovakia, the Czech Republic,
Japan, the Philippines, Malaysia and China (directly or through our joint
ventures).
RECENT RESTRUCTURING
In 1997, Motorola created the Semiconductor Components Group as a separate
division within its Semiconductor Products Sector to concentrate on the
manufacturing of discrete, standard analog and standard logic semiconductors. In
1998, Motorola initiated a company-wide restructuring with the goal of
increasing the manufacturing efficiency of various operations within each of
Motorola's business groups. In furtherance of this strategy, we have implemented
ongoing cost-saving initiatives to rationalize our product portfolio, close
plants and relocate or outsource related operations to take advantage of
lower-cost labor markets, reduce worldwide personnel and make our manufacturing
processes more efficient.
As a result of this restructuring, we expect to double our production
capacity by the end of 2000, as compared to the beginning of 1998, while
reducing the number of front-end manufacturing facilities we operate or rely
upon from 29 to 15, reducing the number of back-end assembly facilities we
operate or rely upon from 30 to 15, all of which will be located in low-cost
overseas jurisdictions. In addition, we have reduced our original product
portfolio from 25,000 to 16,000 products by eliminating products with poor sales
performance. These reductions in our original portfolio have allowed us to
increase efficiencies in the manufacture of our mainstream products while
refining our portfolio to focus on new product development.
This restructuring is on schedule for completion by the end of 2000 and we
expect these efforts to result in annual cost savings of approximately
$210 million in 2000, as compared to our cost structure at the beginning of
1998. Motorola recorded a restructuring charge in the second quarter of 1998, of
which $189.8 million was allocated to us. We do not currently anticipate any
significant additional costs in connection with this restructuring. We believe
that our current cost
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structure is competitive within the semiconductor components industry and that
upon completion of the restructuring we will be among the industry's lowest-cost
manufacturers.
In connection with the restructuring, we have closed wafer fabrication,
assembly and test facilities located in the Philippines and Arizona and have
outsourced or moved related operations to other facilities in Malaysia, Mexico,
the Czech Republic and Japan. Our total employment reductions in connection with
the restructuring, including those in connection with facility closures, were
approximately 3,000. Included in the employee reductions effected to date are
approximately 1,200 employees in positions not directly involved in the
manufacturing process, such as those in sales, marketing, quality assurance,
customer service center, product engineering and research and development.
Ongoing initiatives include plans to shrink dies and streets in order to
increase die output, negotiate price reductions with third-party manufacturers
and reduce freight carrier costs. For more information concerning aspects of
this restructuring, see Note 9 to the Audited Combined Financial Statements
included elsewhere in this prospectus.
Formerly a division of Motorola, we are now an independent company as a
result of our August 4, 1999 recapitalization. An affiliate of Texas Pacific
Group now owns approximately 91% and Motorola now owns approximately 9% of the
outstanding voting stock of SCG Holding, which, together with its subsidiaries,
holds substantially all of our assets. Motorola has agreed to provide
manufacturing and transition services following our recapitalization in order to
facilitate our ability to operate on a stand-alone basis independent of
Motorola, and we have agreed to provide manufacturing services to Motorola
following our recapitalization. We believe that the duration and terms of these
arrangements are sufficient to allow us to successfully implement the
transition.
OUR STRENGTHS
As a pioneer in the industry, we have established strong, long-term
relationships with numerous customers that are leaders in their respective
markets. Our franchise is built on several specific strengths, including the
following:
LEADING MARKET POSITION. We are the largest independent supplier of
semiconductor components in the world, with a market share of approximately 8.7%
in the first three quarters of 1999 in our total addressable market. Our total
addressable market, consisting generally of discrete, standard analog and
standard logic semiconductors, comprised approximately $16.9 billion of revenues
in 1998. We believe that the combination of our broad product portfolio, high
level of customer service and technological expertise has enabled us to attract
and maintain long-term customer relationships with leading original equipment
manufacturers, electronic manufacturers service industry companies and
distributors.
EXTENSIVE PRODUCT PORTFOLIO. We offer our customers the largest selection
in the industry of discrete semiconductors and an extensive portfolio of
standard analog and standard logic products, which are necessary to complete
almost every electronic system design (including those for computers, consumer
electronics, communications equipment, automotive systems and industrial
automation and control systems). Our portfolio of products is among the most
stable within the semiconductor industry, as a result of its breadth, our long
product market life cycles and the substantial diversity of our customers and
end-market users. We believe that our ability to offer a broad range of products
provides our customers single-source purchasing on a cost-effective and timely
basis, which has become increasingly important as our customers seek to reduce
the number of suppliers with whom they conduct business.
BROAD AND DIVERSE CUSTOMER BASE. We have a broad and diverse customer base
that includes original equipment manufacturers, such as Alcatel, Ford, Hewlett
Packard, Lucent, Motorola and Sony, companies in the increasingly important
electronic manufacturers service industry sector,
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such as Celestica, SCI and Solectron, and worldwide distributors. Overall, we
serve more than 500 direct customers, and our products are ultimately purchased
by tens of thousands of end users in a variety of markets. No one customer
accounted for more than 10% of our revenues in 1997 or 1998. We are less
dependent on either specific customers or specific end-use applications than
most manufacturers of more specialized and complex integrated circuits. We have
long-standing relationships with most of our significant customers, having
served 47 of our 50 largest customers for more than ten years.
LOW-COST PRODUCTION. We believe that our current cost structure is
competitive within the semiconductor components industry and that as a result of
our recent restructuring we will be among the industry's lowest-cost
manufacturers. This restructuring is scheduled for completion by the end of
2000. We expect these efforts to result in annual cost savings of approximately
$210 million in 2000, as compared to our cost structure at the beginning of
1998. In addition, we expect the restructuring to allow us to double our
production capacity by the end of 2000, as compared to the beginning of 1998,
while substantially reducing the number of facilities we operate or on which we
rely.
SUPERIOR CUSTOMER SERVICE. High quality customer service is an essential
element of our business. Our focused, dedicated and experienced sales and
marketing organization consists of approximately 300 professionals with an
average length of service in excess of 10 years. We meet our customers' demands
for reliable delivery and quick responses to inquiries through efficient
communication and inventory management, such as electronic data interchange
functions for order and payment processing, just-in-time delivery facilities and
internet-based communications. As a result of our success in meeting the
challenging demands of our diverse customer base, we have received in January,
February and March of 1999 a number of supplier-of-the-year awards reflecting
our performance in 1998 from customers in the United States, Europe and Japan,
including Celestica, Dovatron, Fuji-Xerox, IBM-Japan, Logitech, Motorola,
Natsteel and Solectron.
EXPERIENCED MANAGEMENT TEAM. We have assembled a strong and experienced
management team at both the administrative and the operating levels. Our
management team is led by Steve Hanson, who has been with Motorola's
semiconductor businesses since 1971. The 14 members of our management team who
have presided over our recent restructuring have been with Motorola for an
average of more than 20 years. We have recently implemented a stock option plan
to provide key employees with the opportunity to purchase common stock of SCG
Holding. Approximately 7.8% (on a fully diluted basis) of our common stock has
been reserved for issuance under the plan. See "Management--1999 Founders Stock
Option Plan."
BUSINESS STRATEGY
Our objective is to build on our position as the largest independent
supplier of discrete, standard analog and standard logic semiconductor
components in our total addressable market. As a stand-alone company dedicated
to the semiconductor components business, we intend to pursue this goal by
following several key strategies:
INCREASE CUSTOMER FOCUS. We are uniquely positioned, as the largest
independent supplier of semiconductor components, to increase our sales and
market share by focusing on the needs of our customers through the following
initiatives:
- Leverage our dedicated sales force, which we selected from among the sales
force of Motorola's Semiconductor Products Sector, to concentrate
exclusively on our products and customers. Previously, our products were
included among the many products sold by the sales force of Motorola's
Semiconductor Products Sector.
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- Further refine our portfolio of products so that we can capitalize on
industry trends and continue to offer our customers a single source of
supply for virtually all their component needs.
- Continue to develop and implement just-in-time delivery and leading edge
customer support services, such as a full range of internet services that
provide device specifications and order entry.
IMPROVE MANUFACTURING EFFICIENCY. We intend to build on the our recent
restructuring by continuing to lower our production costs and by increasing our
manufacturing efficiency through the following strategies:
- Continue to shift our front-end wafer fabrication facilities and back-end
assembly operations to lower-cost international locations.
- Consolidate related front-end and back-end operations to promote
inventory, logistics and cycle-time efficiencies and to allow for longer
production runs and reduced change-over time.
- Significantly increase die output in a cost-effective manner by continuing
to move production from 4" to 6" wafers and increasing the number of die
per square inch, which will allow our factory lines to produce
substantially more die.
- Continue to manage aggressively our existing portfolio of products in
order to focus our production on profitable product lines while continuing
to meet our customers' needs for a broad selection of component products.
PROMOTE EFFICIENT NEW PRODUCT DEVELOPMENT. In 1998, we introduced over 300
new products, and products introduced from 1996 through 1998 accounted for
approximately 13% of our 1998 pro forma product revenues. We will continue to
enhance our current portfolio of products through the following strategies:
- Reduce the number of separate research and development projects we pursue
in order to make our product development efforts more efficient.
- Reduce the number of new product platforms and process flows, which will
allow us to introduce new products in a more cost-effective manner and
streamline manufacturing efficiency.
- Concentrate on the development of discrete power and high-margin analog
semiconductors, which are the two fastest growing product families within
our total addressable market.
CAPITALIZE ON OUR STATUS AS AN INDEPENDENT COMPANY. We believe that as an
independent company we will be a stronger, more cost efficient and more focused
competitor, and we intend to capitalize on the following strengths:
- Our dedicated sales force and marketing organization is now focused solely
on the semiconductor components market and compensated based on the sales
of our products.
- Our overhead costs are under the direct control of our management and will
no longer be allocated on the basis of services provided by other Motorola
divisions.
- Our transition to an independent company is being facilitated by interim
arrangements under which Motorola is providing us services for limited
periods of time.
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CUSTOMERS AND APPLICATIONS
We have a broad and diverse customer base that includes original equipment
manufacturers, companies in the increasingly important electronic manufacturers
service industry sector and international distributors. Overall, we serve more
than 500 direct customers, and our products are ultimately purchased by tens of
thousands of end users for use in a variety of end-use markets in the consumer,
industrial, networking, wireless and transportation industries. As a result, we
are less dependent on either specific customers or specific end-use applications
than most manufacturers of more specialized and complex integrated circuits.
ORIGINAL EQUIPMENT MANUFACTURERS. Direct sales to original equipment
manufacturers accounted for approximately 55% of our pro forma product revenues
in 1998. Total industry sales to these customers accounted for 53.7% of our
total addressable markets in 1998. These customers include automotive
manufacturers (including DaimlerChrysler, Ford and General Motors) and a variety
of companies in the electronics industry (including Alcatel, Hewlett Packard,
Lucent, Motorola, Nortel, Philips, Siemens and Sony). Motorola has historically
constituted our largest customer, accounting for approximately 7% of our pro
forma product revenues in 1998. We intend to focus on four types of original
equipment manufacturers: multi-nationals, selected regional accounts, target
market customers and house accounts. The large multi-nationals and selected
regional accounts, which are significant in specific markets, will be our core
original equipment manufacturer customers. The target market customers are
original equipment manufacturers that are on the leading-edge of specific
technologies and provide direction for technology and new product development.
House accounts are mid-sized or small original equipment manufacturers whom we
believe, either because of long-term relationships or the specific nature of
their product needs, we can continue to serve directly in a cost-efficient
manner. We expect overall sales to original equipment manufacturers to decline
as a percentage of sales as these customers increasingly purchase component
products through distributors or outsource their manufacturing to electronic
manufacturers service industry companies. Because of this trend, electronic
manufacturers service industry customers are representing a larger share of the
market in general, and we expect these customers to represent a larger
percentage of our total addressable market in the future. We expect increased
sales to electronic manufacturers service industry customers to offset declining
sales to original equipment manufacturers, and we do not anticipate any
significant effect on our overall sales from this shift in our customer base.
DISTRIBUTORS. Sales to distributors accounted for 37% of our pro forma
product revenues in 1998. Total industry sales to distributors accounted for
24.6% of our total addressable markets in 1998. Our distributors resell to
mid-sized and smaller original equipment manufacturers and to electronic
manufacturers service industry and other companies, and we expect larger
original equipment manufacturers to become an increasingly important category of
distributor's direct customers. Product sales to our three largest distributors
accounted in the aggregate for approximately 20% of our pro forma product
revenues in 1998.
ELECTRONIC MANUFACTURERS SERVICE INDUSTRY. Direct sales to electronic
manufacturers service industry companies accounted for 8% of our pro forma
product revenues in 1998. Total industry sales to these customers accounted for
21.7% of our total addressable markets in 1998. Our largest electronic
manufacturers service industry customers are Celestica, Delta Electronics, Nanco
Electronics, Solectron and SCI. These customers companies are manufacturers who
typically provide contract manufacturing services for original equipment
manufacturers. Originally, these companies were involved primarily in the
assembly of printed circuit boards, but they now typically provide design,
supply management and manufacturing solutions. Many original equipment
manufacturers now outsource a large part of their manufacturing to electronic
manufacturers service industry companies in order to focus on their core
competencies. We are pursuing a number of strategies to
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service this increasingly important marketplace, including the use of the
internet not only for order and payment processing but also to promote more
immediate communication among our sales and support staff and these customers.
We expect increased sales to these customers to offset declining sales to
original equipment manufacturers and we do not anticipate any significant effect
on our overall sales from this shift in our customer base.
The following table sets forth our principal end-user markets, the
percentage of our pro forma product revenues generated from each end-user market
during 1998, applications for our products and representative original equipment
manufacturers customers.
END MARKETS
<TABLE>
<CAPTION>
NETWORKING AND
COMPUTING INDUSTRIAL TRANSPORTATION WIRELESS CONSUMER
---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
APPROXIMATE PERCENTAGE
OF OUR 1998 PRO FORMA
PRODUCT REVENUES:..... 25% 25% 25% 13% 12%
SAMPLE APPLICATION:..... - ATM machines - Surge - 4 wheel drive - Cellular - Cable
- Automatic test protectors controllers phones (analog decoders, set-
equipment used - Industrial - Airbags and digital) top boxes and
to test automation and - Antilock - Pagers satellite
semiconductors control systems braking systems - Wireless receivers
and high-speed - Lamp Ballasts - Automatic door modems and - Home security
logic boards (power systems locks and wireless local systems
- Cable modems for fluorescent windows area networks - Photocopiers
- Cellular base lights) - Automatic - Scanners
stations and - Large transmissions - Small
infrastructure household - Automotive household
- Computer appliances entertainment appliances
monitors - Electric motor systems - Smartcards
- Disk drives controllers - Engine - TVs, VCRs,
- Ethernet cards - Power supplies management and DVDs and other
and other for ignition systems audio-visual
network manufacturing - Fuel injection equipment
controllers equipment systems
- High speed - Thermostats
modems (ADSL & for industrial
ISDN) and consumer
- PBX telephone applications
systems
- PC
Motherboards
- Telephone sets
(corded and
cordless)
REPRESENTATIVE ORIGINAL
EQUIPMENT
MANUFACTURERS
CUSTOMERS:............ ACER Aztec BMW Alcatel Hewlett Packard
Alcatel Delta Bosch Ericsson Philips
Ericsson Eaton Daimler Chrysler Motorola Seagate
Fujitsu Emerson Ford NEC Sony
Intel Electronic General Motors Nokia Toshiba
Italtel Honeywell TRW Philips
Lucent HR Electronics Valeo Samsung
Motorola Magnatek
NEC Reltec
Nortel Timex
Siemens
Tektronix
Teradyne
</TABLE>
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PRODUCTS AND TECHNOLOGY
We offer our customers the largest selection of discrete semiconductors and
an extensive portfolio of standard analog and standard logic products, which are
necessary to complete almost any electronic system design (including those for
computers, consumer electronics, communications equipment, automotive systems
and industrial automation and control systems). Our portfolio of products is
among the most stable within the semiconductor industry as a result of its
breadth, our long product market life cycles and the substantial diversity of
our customers and end-market users. We believe that our ability to offer a broad
range of products provides our customers single-source purchasing on a
cost-effective and timely basis, which has become increasingly important as our
customers seek to reduce the number of suppliers with whom they conduct
business.
Within each of these product lines, we manufacture newer products that
possess advanced performance characteristics as well as more mature products.
Typical market life cycles for our products are generally as follows: between 20
and 30 years for bipolar discrete products, between five and 15 years for MOS
gated discrete products, between 20 and 30 years for standard analog and between
20 and 25 years for standard logic products, although some high-performance
products, such as emitter-coupled logic products, have shorter lifespans.
Because of the long market life cycles of our products, we continue to generate
significant revenues from mature products. Since it takes new products an
average of three to five years to reach full market acceptance, SCG Holding
continues to invest in new products to generate future revenue growth, primarily
for MOS gated discrete products and analog products.
The following table provides information regarding our three primary product
lines:
<TABLE>
<CAPTION>
DISCRETE STANDARD ANALOG STANDARD LOGIC
----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
APPROXIMATE 1998 PRO FORMA
PRODUCT REVENUES........... $847 million $282 million $345 million
APPROXIMATE PERCENTAGE OF
1998 PRO FORMA PRODUCT
REVENUES................... 58% 19% 23%
MARKET SHARE IN 1998......... 7.8% 7.8% 13.8%
APPROXIMATE NUMBER OF
DISTINCT PRODUCTS SOLD BY
SCG HOLDING................ 9,000 2,000 6,000
PRIMARY PRODUCT FUNCTION..... Power control and power Power control and interfacing Interfacing functions, such
protection functions in a functions in portable and as interconnecting and
broad range of products. high- power applications. routing (moving) electronic
signals within electronic
systems.
SAMPLE APPLICATIONS.......... Power management for Intelligent power management Fast routing of signals used
computers, televisions, audio and battery protection in in telecommunications and
equipment, fluorescent portable applications such as high- end workstations.
lights, monitors and pagers and portable
automotive control systems. computers.
TYPES OF PRODUCT............. Bipolar and MOS gated power Amplifiers, voltage Bipolar and MOS general
transistors, small signal references and regulators, purpose logic.
transistors, zeners, comparators.
thyristors, rectifiers.
REPRESENTATIVE ORIGINAL
EQUIPMENT MANUFACTURERS
CUSTOMERS.................. Ford Alcatel Ericsson
Lucent Intel Fujitsu
Motorola Motorola Hewlett Packard
Philips Nokia Lucent
Seagate Philips Motorola
Siemens Siemens NCR
Valeo Sony NorTel
Toshiba Tektronix
Teradyne
</TABLE>
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DISCRETE PRODUCTS (1998 PRO FORMA PRODUCT REVENUES OF $847 MILLION). We are
a leading supplier in the discrete semiconductor market. We produce almost all
discrete semiconductors other than sensors, RF and microwave power transistors
and optoelectronics. Discrete semiconductors are individual diodes or
transistors that perform basic signal conditioning and switching functions in
electronic circuits and are used primarily for power control and power
protection. Because of the importance of power control and power protection
within electronic circuits, discrete products are found in nearly every
electronic product, including computers, cellular phones, mass storage devices,
televisions, radios, VCRs, DVDs and pagers. Discrete devices are fabricated
using two primary process technologies: MOS and bipolar.
MOS GATED DISCRETE PRODUCTS. MOS technologies allow for denser, more
efficient and more rugged chips and are the prevalent technology for most
modern power control functions. We produce TMOS (t-structure MOS) and IGBT
(integrated gate bipolar transistors) MOS gated discrete products. TMOS
devices are used to convert, switch, shape or condition electricity. We
offer a wide range of TMOS power MOSFETs designed for low-end and medium
voltage applications over a wide range of performance characteristics, power
handling capabilities and package options. We also have a line of high
voltage TMOS devices designed for high voltage applications such as power
factor correction in switch-mode power supplies. IGBT devices utilize unique
processing methods to create a rugged high-voltage characteristics and are
used primarily for electric motor controls, lamp ballasts (such as
fluorescent light power modules) and ignition modules for automotive
engines.
Because of the trend towards smaller and lighter electronic products, longer
battery lives, batteries with built-in smart function and the overall trend
towards energy conservation, MOS gated discrete products have shown
significant growth in recent years and we expect this trend to continue.
BIPOLAR DISCRETE PRODUCTS. Bipolar discrete products continue to be used
for power protection functions because of their ability to limit and control
current and/or voltage surges that would damage the more sensitive MOS
circuits. We manufacture and sell a wide range of bipolar discrete products.
Although these products are relatively mature, they are being rejuvenated as
a result of packaging miniaturization technologies.
STANDARD ANALOG PRODUCTS (1998 PRO FORMA PRODUCT REVENUES OF
$282 MILLION). We are a leading independent supplier in the standard analog
market. Standard analog devices are simple analog semiconductors (as opposed to
more complex products, such as mixed-signal devices or customized analog
products) that are used for both interface and power control and protection
functions in electronic systems, such as cellular phones, handheld devices,
personal computers and laptops. We are focusing our product development efforts
on the miniaturization of our standard analog products through packaging
technologies and on developing new amplifiers and comparators that operate at 3
volts and lower. We also recently introduced the industry's first 1 volt
operational amplifiers in 1998. We produce standard analog products including
amplifiers, voltage regulators and references and comparators using three
primary process technologies: CMOS, Bipolar and BiCMOS.
CMOS. CMOS technology allows for a denser chip that consumes less power
than Bipolar technology, and has therefore become the prevalent technology
for low-voltage power, battery and thermal management in portable products
such as cellular phones, pagers and laptops. We manufacture a wide variety
of Analog CMOS products, and are focusing new product development on power
converters.
BIPOLAR. Because of their long life spans, many operational amplifiers and
voltage regulators continue to be designed using bipolar processes. These
devices are used in a wide variety of electronic products ranging from
computers to industrial automation and control systems.
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BICMOS. BiCMOS products are designed for very high-power management
applications such as the management of alternating current supplies and
switch-mode power supplies that can be used to replace traditional
transformers. Applications include portable external drives that plug
directly into alternating current outlets and power supply units for
fluorescent lights. BiCMOS analog products are also used for the
distribution and control of power within battery operated systems. For
example, cellular phones use these circuits to switch from standby mode to
full power as needed, and battery chargers use these circuits to regulate
the amount of charging power delivered to the battery and to protect the
battery from overcharging.
STANDARD LOGIC PRODUCTS (1998 PRO FORMA PRODUCT REVENUES OF
$345 MILLION). We are a leading independent supplier in the standard logic
semiconductor market. Standard logic devices are simple logic semiconductors as
opposed to more complex products, such as microprocessors or
application-specific integrated circuits that are used primarily for interfacing
functions, such as interconnecting and routing electronic signals within an
electronic system. These products are used in a variety of electronic systems,
ranging from personal computer systems and consumer applications to specialized
products, such as routers and other telecommunications applications, that
require high-speed data movement solutions. We produce general purpose standard
logic products using two primary process technologies: CMOS and Bipolar.
CMOS. As with standard analog products, CMOS technology allows for a
denser chip that consumes less power than Bipolar technology, and has
therefore become the prevalent technology for low power consumption devices
used in personal computer systems and portable consumer applications. CMOS
logic, in particular 3 volt products, is a growth area in the standard logic
market. We have entered into an alliance with Fairchild and Toshiba to
ensure that all new standard logic families have the same specifications to
promote product standardization.
BIPOLAR. Bipolar devices typically operate at high speeds, require more
power and are more expensive than CMOS devices. Bipolar logic products
remain an important technology for high speed, high power applications, and
continue to be used in other applications that do not require CMOS
solutions. Emitter-coupled logic bipolar devices are our high performance
logic product. Targeted applications include high-speed data communications
and high-speed testers used in the communication, high-end workstation and
automatic test equipment market. Because of these performance requirements,
emitter-coupled logic products have shorter life-spans than other components
we produce and we continue to develop and introduce new products on a
regular basis. For example, this year we introduced the world's fastest
logic family operating at 2.5 volts. According to Insight-Onsite Research,
our market share for emitter-coupled logic products in 1998 was
approximately 90%. We expect emitter-coupled logic products to remain one of
our single most important product families over the next several years.
SALES, MARKETING AND DISTRIBUTION
In 1998, original equipment manufacturers, distributors and electronic
manufacturers service industry companies accounted for 55.1%, 37.1% and 7.8% of
our pro forma product revenues, respectively. We operate regional sales and
marketing organizations in Europe, headquartered in the United Kingdom, the
Americas, headquartered in Phoenix, Arizona, and the Asia/Pacific region,
headquartered in Hong Kong. Each of these regional sales and marketing
organizations is supported by logistics organizations that manage regional
warehouses. These warehouses will be operated either directly to the customer or
indirectly to the customer via the logistics warehouses. In addition, we
maintain dedicated just-in-time warehouses for the benefit of our large original
equipment manufacturers customers.
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Motorola has agreed to continue to provide us with worldwide shipping and
freight services for a period of up to three years following our August 1999
recapitalization using the cost allocation it used previously, which is based on
the percentage of Motorola's overall sales that our sales represented. Because
our products are sold in higher volumes than other Motorola products for
comparable sales, this allocation may result in better prices than we could
obtain from third parties. However, we believe we would be able to replace these
services on comparable terms at the expiration of this agreement because of
increased efficiencies resulting from a shipping and freight organization
dedicated to our products and ongoing factory consolidations.
Our sales and marketing organization consists of approximately 300
professionals selected from among the sales force of Motorola's Semiconductor
Products Sector operating out of 39 offices in 22 countries and serving
customers in approximately 37 countries. Formerly, a single sales and marketing
organization sold both component products and other higher-end Motorola
semiconductors. Our dedicated and experienced sales and marketing organization
will be grouped according to sales channel and customer type to provide a high
degree of customer contact and to meet the different needs of both regional and
international original equipment manufacturers, electronic manufacturers service
industry customers companies and distributors. The average length of service
within our sales and marketing organization is in excess of 10 years.
MANUFACTURING
The manufacturing of a semiconductor device is a complex process that
requires two primary stages: wafer fabrication and assembly/test. The wafer
fabrication, or "front-end" process, is the more technologically demanding
process in which the circuit patterns of the semiconductor are
photolithographically etched on to raw silicon wafers. In the assembly/test, or
"back-end" process, these wafers are cut into individual "die", which are then
bonded to a substrate, have connectors attached to them and are encapsulated in
a package. In the final step, the finished products are tested to ensure they
meet their operating specifications.
We operate twelve manufacturing facilities either directly or through joint
ventures. Six of these are front-end wafer facilities located in the United
States, Malaysia, Mexico, Japan, the Czech Republic and Slovakia and six are
back-end assembly and test facilities in Malaysia, Mexico, the Philippines, the
Czech Republic and China. See "--Joint Ventures." We have recently closed down
three additional front-end facilities in Arizona. In addition to these
manufacturing and assembly operations, our Terosil facility in Roznov, the Czech
Republic, manufactures raw wafers that are used by a number of our facilities.
We also use third-party contract manufacturers other than joint ventures. For
the nine-month period ended October 2, 1999, expenses related to facilities
directly owned and operated by us, joint ventures and third-party contractors
accounted for 50%, 7% and 43%, respectively, of our total costs of goods sold.
Our agreements with these contract manufacturers typically require us to
forecast product needs and commit to purchase services consistent with these
forecasts, and in some cases require longer-term commitments in the early stages
of the relationship. As a result of our recapitalization, Motorola-owned
facilities are considered third-party contractors.
Our manufacturing strategy is three-fold. First, we are continuing to reduce
the number of front-end and back-end facilities through plant closures and the
relocation or outsourcing of the related operations, including consolidating
both steps into nearby low-cost facilities where possible, to promote inventory,
logistics and cycle-time efficiencies. We currently operate or rely upon 29
active front-end facilities, including joint ventures and contract
manufacturers. We plan to consolidate our front-end manufacturing into 15
facilities. Five of these facilities will be our facilities, two of these
facilities will be operated by our joint ventures and eight of these facilities
will be operated by
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third-party contract manufacturers. We currently have 30 active back-end
assembly facilities (including joint ventures and contract manufacturers) but
plan to consolidate these activities into 15 facilities. Four of these
facilities will be our facilities, three of these facilities will be operated by
our joint ventures and eight of these facilities will be operated by third-party
contract manufacturers. We expect these consolidations to be complete by the end
of 2000.
Second, we will significantly increase die output in a cost-effective manner
by continuing to move production from 4" to 6" wafers and increasing the number
of die per square inch, which will allow our factory lines to produce
substantially more die. We expect that by the end of 2000, approximately 50% of
our manufacturing will have been converted to 6" wafers.
Third, in order to reduce research and development costs and streamline
manufacturing effectiveness, we are in the process of amending our product
development criteria to reduce the number of new product platforms from 17 to 12
and to reduce the number of process flows from 50 to 30. Platforms are major
wafer processes used for the manufacturing of a variety of products and process
flows are variations on these major processes. These reductions are underway and
expected to be ongoing.
As a result of our recent restructuring, we expect to double our production
capacity by the end of 2000, as compared to the beginning of 1998, while
substantially reducing the number of facilities we operate.
We and Motorola have agreed to continue to provide manufacturing services to
each other for limited periods of time following our recapitalization. We and
Motorola negotiated prices for the services covered by these agreements to
approximate each party's cost of providing the services and are fixed throughout
the term of the agreements. Each party has committed to minimum purchases under
these agreements. Subject to our right to cancel upon six months' written
notice, we have minimum commitments to purchase manufacturing services from
Motorola of approximately $29.5 million, $88 million, $51 million, $41 million
and $40 million in the last three months of 1999, and in fiscal years 2000,
2001, 2002 and 2003, respectively. Based on our current budget, we anticipate
that we will actually purchase manufacturing services from Motorola of
approximately $150 million in 2000. Subject to its right to cancel upon six
months' written notice, Motorola has minimum commitments to purchase
manufacturing services from us of approximately $24.9 million, $66 million and
$26 million in the last three months of 1999, and in fiscal years 2000 and 2001,
respectively, and has no purchase obligations thereafter. We anticipate that
Motorola will actually purchase manufacturing services from us of approximately
$100 million in 2000. The purchaser of the services has the right to cancel
these arrangements upon six months' written notice. Prior to the termination of
these arrangements, we have plans to relocate the operations provided by
Motorola to our own facilities, joint ventures or to third-party manufacturers
or, in limited circumstances, to terminate the product line.
In July 1998, we achieved certification in a universally accepted quality
system known as QS9000. This system, mandated by all U.S. automotive customers
as a condition of doing business beginning in 2000, provides structure and
discipline to ensure smooth and effective operations. The QS9000 certification
process is more stringent than the ISO9000 certification process, and QS9000
certification automatically affords us ISO9000 qualification. Promptly following
our recapitalization, we received QS9000 (3d edition standards) certification as
a stand-alone entity.
The table below sets forth information with respect to the manufacturing
facilities (excluding the three facilities that are expected to be closed before
the end of 1999) we operate either directly or through our joint ventures, and
the products produced at these facilities.
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MANUFACTURING FACILITIES
<TABLE>
<CAPTION>
LOCATION PRODUCTS
- -------- --------------------------------------------------
<S> <C>
FRONT-END FACILITIES:
Phoenix, Arizona................................ Discrete products: zeners, rectifiers.
Seremban, Malaysia (ISMF)....................... Discrete products: small signal products
Guadalajara, Mexico............................. Discrete products: thyristors, rectifiers
Aizu, Japan..................................... Discrete products: TMOS
Standard logic products
Standard analog products
Roznov, Czech Republic (Tesla joint venture).... Standard analog products: operational amplifiers,
regulators
Piestany, Slovakia.............................. Standard logic products: metal gate
BACK-END FACILITIES:
Seremban, Malaysia (joint venture with Discrete products: small signal products, zeners
Philips)......................................
Guadalajara, Mexico............................. Standard analog products: operational amplifiers,
regulators
Carmona, Philippines............................ Standard logic products
Standard analog products
Roznov, Czech Republic (Tesla joint venture).... Standard analog products: operational amplifiers,
regulators
Leshan, China (Leshan joint venture)............ Discrete products: small signal products, power,
rectifiers
Seremban, Malaysia.............................. Discrete products: small signal products
OTHER:
Roznov, Czech Republic (Terosil joint venture) Raw wafer fabrication
</TABLE>
Our manufacturing processes use many raw materials, including silicon
wafers, copper lead frames, mold compound, ceramic packages and various
chemicals and gases. We have no agreements with any of our suppliers that impose
minimum or continuing supply obligations and we obtain our raw materials and
supplies from a large number of sources on a just-in-time basis. From time to
time, suppliers may extend lead times, limit supplies or increase prices due to
capacity constraints or other factors. Although we believe that supplies of the
raw materials used by us are currently available, shortages could occur in
various essential materials due to interruption of supply or increased demand in
the industry. Prior to our recapitalization, most of our supplies were purchased
jointly with Motorola. We have entered into an agreement with Motorola to
provide for the transition of our supply management functions to a stand-alone
basis.
JOINT VENTURES
A portion of our manufacturing activity is conducted through our joint
ventures in the Czech Republic, China and Malaysia. In 1998, purchases from the
joint ventures represented $53.6 million of total costs of goods sold by
Motorola's Semiconductor Components Group.
In the Czech Republic, we operate two joint ventures, Tesla and Terosil.
These joint ventures are publicly traded Czech companies in which we have equity
interests. As of October 2, 1999, we owned 49.9% of each of Tesla and Terosil,
respectively. The remaining shares were publicly traded in the Czech Republic.
In addition, Tesla and Terosil have cross-ownership interests in each other
resulting in our beneficially owning 58.4% and 62.5% of Tesla and Terosil,
respectively, as of October 2, 1999. The Tesla joint venture operates a
front-end manufacturing facility and a back-end assembly facility. The Terosil
joint venture manufactures raw wafers that are used by a number of our
facilities. We have committed to purchase all of the output of the Tesla joint
venture or, to the extent we do not do so, pay for its fixed and semi-fixed
costs of production. We also have fixed minimum commitments for the Terosil
joint venture. In 1998, we purchased the total output of Tesla
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and 80% of the sales of Terosil, which amount exceeded the minimum commitments.
These commitments expire in February 2004.
In Leshan, China, we operate one joint venture, Leshan-Phoenix Semiconductor
Company Ltd. We beneficially own a majority of the outstanding equity interests
of Leshan, and the remainder is owned by Leshan Radio Company Ltd. Leshan
operates a back-end manufacturing facility. We have committed to purchase a
percentage of the total output commensurate with our ownership stake, and in
1998 actually purchased 90% of the total sales of Leshan. Sales percentages are
generally equal to output percentages. The Leshan joint venture expires in 2045.
In Seremban, Malaysia, we have a 50% investment in Semiconductor Miniatures
Products Malaysia Sdn. Bhd., a joint venture with Philips Semiconductors
International B.V. Semiconductor Miniatures operates a back-end assembly
facility. We have committed to purchase a percentage of the total output equal
to 50% of this joint venture, and in 1998, under a negotiated arrangement,
actually purchased 40% of its total sales. Sales percentages are generally equal
to output percentages. We recently amended the terms of the joint venture
agreement with Philips to provide for the transfer of Motorola's interest in
this joint venture to us and to provide us with the right to sell our interest
to Philips and to provide Philips with the right to purchase our interest,
between January 2001 and July 2002.
RESEARCH AND DEVELOPMENT
Our expenditures for research and development in 1996, 1997 and 1998 were
$71.7 million, $65.7 million and $67.5 million, respectively. Such expenditures
represented 4.1%, 3.6% and 4.5% of trade sales in 1996, 1997 and 1998,
respectively. Of these amounts, $36.9 million, $31.1 million and $34.4 million,
respectively, was spent directly by us, and the remainder related to Motorola
expenses that were allocated to us.
Our research and development efforts are focused on new product development
and improvements in process technology in our growth areas: analog, MOS gated
discretes and high performance digital logic. In the analog arena, we are
focusing our development efforts on the miniaturization of our standard analog
products through new packaging technologies and on developing new amplifiers and
comparators that operate at 3 volts and lower. The target market for this
research is primarily portable electronic systems. In the MOS gated discrete
products arena, we are focusing on TMOS products and automotive IGBTs. TMOS
products are low-power switches that allow portable applications to maximize
battery life by efficiently directing electricity only to the components that
need it. Automotive IGBTs are switches that are used in electronic ignition
systems. In the high-performance digital logic arena, we are focusing on the
development of semiconductors that support high-speed digital communication
systems, a market that is growing as a result of increasing Internet traffic.
These high-performance digital logic products are based on the same process
platform as our traditional emitter-coupled logic products, which are primarily
used in equipment that tests semiconductors and circuit boards. We expect new
products, which include products introduced during the prior three years, to
account for an increasing percentage of our revenues in the future.
In order to reduce research and development costs and streamline
manufacturing effectiveness, we are in the process of amending our product
development criteria to reduce the number of new product platforms from 17 to 12
and to reduce the number of process flows from 50 to 30.
New product development is located in Phoenix, Arizona, Toulouse, France,
Hong Kong and Sendai, Japan. Process and product development is also conducted
at our existing manufacturing facilities including at our pilot manufacturing
line in Phoenix, Arizona. In addition to the research and development conducted
by us, we rely on university research projects sponsored by us and partnerships
with other semiconductor companies.
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BACKLOG
Our trade sales are made primarily pursuant to standard purchase orders that
are generally booked up to 26 weeks in advance of delivery. Generally, prices
and quantities are fixed at the time of booking, while backlog as of a given
date consists of existing orders and estimated orders based on customer
forecasts, in each case scheduled to be shipped over the 13-week period
following such date. Since mid-1997, backlog on average has represented between
80% and 90% of actual shipments. Backlog is influenced by several factors
including market demand, pricing and customer order patterns in reaction to
product lead times. Backlog on December 31, 1998 and October 2, 1999 was $321.4
million and $375.5 million, respectively.
We sell products to key customers pursuant to contracts that are typically
annual fixed-price agreements subject, in some cases, to quarterly negotiations.
These contracts allow us to schedule production capacity in advance and allow
customers to manage their inventory levels consistent with just-in-time
principles while shortening the cycle times required to produce ordered product.
However, these contracts are typically amended to reflect changes in prices and
customer demands.
SEASONALITY
Generally, we are affected by the seasonal trends of the semiconductor and
related industries. As a result of these trends, we typically experiences lower
revenues in the first fiscal quarter, primarily due to customer demand
adjustments as a result of holiday seasons around the world. Revenues usually
has a seasonal peak in the third quarter. In 1998, we did not experience the
typical seasonal peak in the third quarter primarily as a result of the Asian
economic crisis.
COMPETITION
The semiconductor industry, particularly the market for general purpose
semiconductor products like ours, is highly competitive. Although only a few
companies compete with us in all of our product lines, we face significant
competition within each of our product lines from major international
semiconductor companies as well as smaller companies focused on specific market
niches. Many of these competitors have substantially greater financial and other
resources than we have with which to pursue development, engineering,
manufacturing, marketing and distribution of their products and are better able
than we are to withstand adverse economic or market conditions. In addition,
companies not currently in direct competition with us may introduce competing
products in the future. Significant competitors in the discrete market include
International Rectifier, Philips, Rohm, Siliconix, ST Microelectronics and
Toshiba. Significant competitors in the standard analog markets include Analog
Devices, Fairchild, Linear Technology, Maxim Integrated Products, National
Semiconductor, ST Microelectronics and Texas Instruments. Significant
competitors in the standard logic product market include Fairchild, Hitachi,
Philips, Texas Instruments, and Toshiba. The semiconductor components industry
has also been undergoing significant restructuring and consolidations that could
adversely affect our competitiveness.
Because our components are often "building block" semiconductors that in
some cases can be integrated into more complex integrated circuits, we also face
competition from manufacturers of integrated circuits, application-specific
integrated circuits and fully customized integrated circuits, as well as
customers who develop their own integrated circuit products.
We compete in different product lines to various degrees on the basis of
price, quality, technical performance, product features, product system
compatibility, customized design, availability, delivery timing and reliability
and sales and technical support. Gross margins in the industry vary by
geographic region depending on local demand for the products in which
semiconductors are used, such as personal computers, industrial and
telecommunications equipment, consumer electronics
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and automotive goods. In regions where there is a strong demand for such
products, price pressures may also emerge as competitors attempt to gain a
greater market share by lowering prices. Our ability to compete successfully
depends on elements both within and outside of our control, including industry
general economic trends.
PATENTS, TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
We own rights to a number of patents, trademarks, copyrights, trade secrets,
and other intellectual property directly related to and important to our
business. Motorola has also granted rights and licenses to other patents,
trademarks, copyrights, trade secrets, and other intellectual property necessary
for us to manufacture, market, and sell our existing products and products
contemplated in our long range plans. Our policy is to protect our products and
processes by asserting our intellectual property rights where appropriate and
prudent and by obtaining patents, copyrights, and other intellectual property
rights used in connection with our business when practicable and appropriate.
Under an intellectual property agreement we and Motorola entered into as
part of our August 1999 recapitalization, Motorola has assigned to us
approximately 280 U.S. patents and patent applications, approximately 280
foreign patents and patent applications, rights to over 50 trademarks (not
including the Motorola name) previously used in connection with our products,
rights in know-how relating to at least 39 semiconductor fabrication processes
and rights in specified copyrightable materials. In addition, Motorola has
licensed to us on a non-exclusive, royalty-free basis other patent, trademark,
copyright and know-how rights used in connection with our existing products and
products contemplated in our long range plans. We have perpetual, royalty free,
worldwide rights under Motorola's patent portfolio and other intellectual
property, existing as of the date of our recapitalization or created in the
ensuing five years (the five-year period existing only with respect to patents),
as necessary to manufacture, market, and sell our existing and long range plan
product lines. Additionally, Motorola has provided us with a limited indemnity
umbrella to protect us from some infringement claims by third parties who have
granted Motorola licenses as of the date of our recapitalization, which will
assist us in developing our own patent position and licensing program. We
believe that we have the right to use all Motorola owned technology used in
connection with the products we currently offer.
Some of our products are currently the subject of a patent infringement
lawsuit pending in United States District Court in Wilmington, Delaware that was
commenced by Power Integrations against Motorola prior to our recapitalization.
For a discussion of this lawsuit as it relates to SCG Holding, see
"Business--Legal Proceedings."
We have recently commenced marketing our products under the ON
Semiconductor-TM- name. For one year after our recapitalization, we will retain
the limited ability to use the Motorola trade name in connection with the sale,
distribution and advertisement of some products we offer. If, however, the
removal of the Motorola trade name from any of these products would require the
product to be requalified by any of our customers, then we may continue to use
the Motorola trade name, for up to two years after our recapitalization, to
allow us to continue selling the product pending its requalification. In
addition, for two years after our recapitalization, we have the ability to
utilize the transition statement "formerly a division of Motorola" in connection
with the sale, distribution and advertisement of some products we offer. For the
first of those two years, in the transition statement we may reproduce the term
"Motorola" in the stylized font used by Motorola.
ENVIRONMENTAL MATTERS
Our manufacturing operations are subject to environmental and worker health
and safety laws and regulations. These laws and regulations include those
relating to the emissions and discharges
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into the air and water; the management and disposal of hazardous substances; the
release of hazardous substances into the environment at or from our facilities
and at other sites; and the investigation and remediation of resulting
contamination.
Our manufacturing facility in Phoenix, Arizona is located on property that
is listed on the National Priorities List under the Comprehensive Environmental
Response, Compensation, and Liability Act. Motorola is actively involved in the
cleanup of on-site solvent contaminated soil and groundwater and off-site
contaminated groundwater pursuant to Consent Decrees with the State of Arizona.
Motorola has retained responsibility for this contamination, and has agreed to
indemnify us with respect to remediation costs and other costs or liabilities
related to this matter.
The manufacturing facilities of the joint ventures in the Czech Republic and
Slovakia have ongoing remediation projects to respond to releases of hazardous
substances that occurred during the years that these facilities were operated by
government-owned entities, prior to the formation of the joint ventures. In each
case, these remediation projects consist primarily of monitoring groundwater
wells located on-site and off-site with additional action plans developed to
respond in the event activity levels are exceeded at each of the respective
locations. The governments of the Czech Republic and Slovakia have agreed to
indemnify, subject to specified limitations, the respective joint venture for
remediation costs associated with this historical contamination. Based upon the
information available, we do not believe that total future remediation costs to
us will be material.
We believe that our operations are in substantial compliance with applicable
environmental and health and safety laws and regulations. We do not expect the
cost of compliance with existing environmental and health and safety laws and
regulations (and liability for currently known environmental conditions) to have
a material adverse effect on the Business or our prospects. It is possible,
however, that future developments, including changes in laws and regulations,
government policies, personnel and physical property conditions (including
currently undiscovered contamination), could lead to material costs.
EMPLOYEES
We employ approximately 13,150 people worldwide, consisting of approximately
10,150 people employed directly and approximately 3,000 people employed through
our joint ventures, most of whom are engaged in manufacturing services. We do
not currently have any collective bargaining arrangements with our employees,
except for those arrangements, such as works councils, that are obligatory for
all employees or all employers in a particular industry under applicable foreign
law. Of the total number of employees employed directly by us, approximately
9,000 were engaged in manufacturing and information services, over 400 were
engaged in our sales and marketing organization and in customer service, 500
were engaged in administration and over 250 were engaged in research and
development.
PROPERTIES
In the United States, our corporate headquarters as well as manufacturing,
research and development and warehouse operations are located in approximately
1,528,000 square feet of space in properties that we own in Phoenix, Arizona. We
also lease from Motorola approximately 100,000 square feet in Phoenix, Mesa,
Tempe and Chandler, Arizona that is used for research and development, warehouse
and office facilities. We have entered into lease and office sharing agreements
with Motorola for approximately 80,000 square feet of space used for sales
offices and warehouses in locations such as Huntsville, Alabama, Calabasas,
Irvine, San Diego and Sunnyvale in California, Denver, Colorado, Wallingford
Connecticut, Clearwater, Florida, Lawrenceville, Georgia, Schaumburg, Illinois,
Carmel and Kokomo, Indiana, Woburn, Massachusetts, Columbia, Maryland,
Northville, Michigan, Minnetonka, Minnesota, Raleigh, North Carolina, Fairfield,
New Jersey, Fairport and
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Hauppauge in New York, Beaverton, Oregon, Colmar and Horsham in Pennsylvania,
Houston and Plano in Texas, Bellevue, Washington, and Brookfield, Wisconsin.
Lease terms for the sales offices are for one year from July 31, 1999, and the
other leases range between one year and two years. We have has plans to relocate
the leased sales offices and other facilities before the end of the lease terms.
Prices for the leases have been fixed throughout their terms at an amount
intended to approximate the actual historical cost of the covered properties.
As part of our recapitalization, Motorola has conveyed to us the surface
rights to a portion of the land located at our Phoenix facility, excluding the
subsurface rights, and conveyed buildings located at the Phoenix facility. These
buildings do not include any treatment facilities relating to Motorola's
environmental clean-up operations at the Phoenix facility. We have executed a
Declaration of Covenants, Easements and Restrictions with Motorola providing
access easements for the parties and granting to us options to purchase or to
lease the subsurface rights of the land.
We own our manufacturing facilities in Japan, Malaysia, Mexico, the
Philippines and Slovakia. These facilities are primarily manufacturing
operations, but also include office facilities and warehouse space. We own
770,000 square feet of manufacturing, warehouse and office space in Japan,
Malaysia, the Philippines and Slovakia and owns a 254,000 square foot
manufacturing and office complex in Guadalajara, Mexico. Recently, we entered
into an agreement to move our production operations in Hong Kong to a new
facility that will open in 2001.
In connection with our joint ventures, we also own manufacturing, warehouse
and office space in Seremban, Malaysia, Leshan, China, Slovakia and the Czech
Republic.
We have also entered into lease and office sharing agreements for
approximately 67,000 square feet of space for research and development,
warehouses, logistics centers and sales offices in locations including
Australia, Brazil, Canada, China, France, Germany, India, Italy, Japan, Korea,
Malaysia, Philippines, Puerto Rico, Spain, Sweden, Switzerland, Taiwan,
Thailand, and the United Kingdom. Most of these properties are currently leased
from Motorola. Lease terms for the sales offices are for one year from July 31,
1999, and the other leases range between one year and three years. We have plans
to relocate the leased sales offices and other facilities before the end of
their terms. Motorola will also lease space at our Phoenix facility and in the
Czech Republic for a period of up to two years. In general, prices for these
leases have been fixed throughout their term at an amount intended to
approximate the actual historical cost of the covered properties.
We believe that our facilities around the world, whether owned or leased,
are well-maintained. Our manufacturing facilities contain sufficient productive
capacity to meet our needs for the foreseeable future.
LEGAL PROCEEDINGS
From time to time we are involved in legal proceedings arising in the
ordinary course of business. We believe that none of these proceedings should
have, individually or in the aggregate, a material adverse effect on our
business or our prospects.
We manufacture and sell a family of high margin analog semiconductor
products, a limited portion of which are the subject of a patent infringement
lawsuit commenced by Power Integrations against Motorola prior to our
recapitalization in August 1999. The future development of this product family
is important to our business strategy. The Power Integrations lawsuit is pending
in United States District Court in Wilmington, Delaware. On October 15, 1999 the
jury returned a verdict against Motorola awarding damages of $32.3 million,
subject to trebling, prejudgment interest and attorneys' fees. Judgment on the
jury's verdict has not been entered by the Court, and Motorola plans to file
motions to set aside the verdict and, if necessary, to appeal. Although we are
not a party to the suit, Power Integrations has filed a motion seeking to enjoin
Motorola and SCG Holding
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from making, using, offering to sell or selling products alleged to infringe its
patents. We believe that there are a number of defenses to the imposition of an
injunction against us. During the pendency of quality enhancement efforts, we
have not sold any of the products previously sold by Motorola and found to have
infringed Power Integrations' patent in certain applications. Nonetheless, we do
not agree with the infringement finding and have not abandoned the market served
by these products. We believe that our exposure, if any, arising in connection
with the Power Integrations lawsuit relates to the risk of an injunction and the
imposition of damages in the event that infringing post-recapitalization sales
should occur. In the event an injunction is imposed, we would be unable to
pursue the development of the products in question.
On December 6, 1999, International Rectifier filed an action against us in
the United States District Court for the Central District of California alleging
that our power-MOS products infringed eight of their patents. These power-MOS
products were previously manufactured by Motorola under a license from
International Rectifier that expired on December 31, 1999. We have not yet been
served with process in this litigation and are engaged in good faith discussions
with International Rectifier regarding a number of different aspects of our
continuing business relationship, including development of a new license
agreement. Although we are optimistic about the outcome of these discussions, we
cannot assure you that we will be able to reach such an agreement on favorable
terms.
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MANAGEMENT
DIRECTORS AND EXECUTIVE ARRANGEMENTS
The following table sets forth certain information with respect to the
persons who currently serve as members of the Board of Directors and executive
officers of SCG Holding. Each of our directors will hold office until the next
annual meeting of shareholders or until his successor has been elected and
qualified.
<TABLE>
<CAPTION>
NAME AGE COMPANY POSITION
- ---- -------------------- ----------------------------------------------------------------------------
<S> <C> <C>
Curtis J. Crawford... 52 Chairman of the Board of Directors
David Bonderman...... 56 Director
David M. Stanton..... 37 Director
Justin T. Chang...... 32 Director
Richard W. Boyce..... 43 Director
William A. Franke.... 62 Director
Steve Hanson......... 52 Director and President
Michael Rohleder..... 43 Senior Vice President and Director of Sales and Marketing
James Thorburn....... 43 Senior Vice President and Chief Operating Officer
William George....... 56 Senior Vice President and Chief Manufacturing and Technology Officer
Dario Sacomani....... 43 Senior Vice President and Chief Financial Officer
Collette T. Hunt..... 47 Vice President and General Manager of Bipolar Discrete Business Unit
Sandra Lowe.......... 55 Vice President and General Manager of Logic Business Unit
James Stoeckmann..... 44 Vice President and Director of Human Resources
Alistair Banham...... 43 Vice President and General Manager, Europe, Middle East and Africa
Henry Leung.......... 46 Vice President and General Manager, Asia
Ralph Quinsey........ 43 Vice President and General Manager of Analog Division
Leon Humble.......... 61 Vice President and General Manager of MOS Gates Business Unit
Chandramohan
Subramaniam........ 43 Vice President and Director of Internal Manufacturing
</TABLE>
CURTIS J. CRAWFORD, DIRECTOR. Mr. Crawford was elected Chairman of the
Board of Directors of SCG Holding in September 1999. Since 1998, Mr. Crawford
has served and continues to serve as President, Chief Executive Officer and
Chairman of the Board of Directors of Zilog, Inc. From 1997 to 1998,
Mr. Crawford was Group President of the Microelectronics Group and President of
the Intellectual Property division of Lucent Technologies, a successor to some
AT&T businesses. From 1995 to 1997, he was President of the Microelectronics
Group. From 1993 to 1995, Mr. Crawford was President of AT&T Microelectronics, a
business unit of AT&T Corporation. From 1991 to 1993, he held the position of
Vice President and Co-Chief Executive Officer of AT&T Microelectronics. From
1988 to 1991, he held the position of Vice President, Sales, Service and Support
for AT&T Computer Systems. Prior thereto, he served in various sales, marketing
and executive management positions at various divisions of IBM. Mr. Crawford
currently serves as a member of the Board of Trustees of DePaul University and
as a member of the Board of Directors of ITT Industries, Inc. and E.I. du Pont
de Nemours.
DAVID BONDERMAN, DIRECTOR. Mr. Bonderman became a director of SCG Holding
in August 1999. Mr. Bonderman is a Managing Partner of Texas Pacific Group.
Prior to forming Texas Pacific Group, Mr. Bonderman was chief operating officer
and chief investment officer of Keystone Inc., a private investment firm, from
1983 to August 1992. Mr. Bonderman serves on the boards of directors of
Continental Airlines, Inc., Bell & Howell Company, Beringer Wine Estates, Inc.,
Denbury Resources
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Inc., Oxford Health Plans, Inc., Washington Mutual, Inc., Ryanair, Ltd.,
J. Crew Group, Inc., Paradyne Networks, Realty Information Group, Ducati Motor
Holdings S.p.A., Punch Group Ltd., AerFi plc., Landis & Gyr Communications and
UroGenesys Inc. Mr. Bonderman also serves in general partner advisory board
roles for Newbridge Investment Partners, L.P., Newbridge Latin America, L.P. and
Aqua International, L.P.
DAVID M. STANTON, DIRECTOR. Mr. Stanton became a director of SCG Holding in
August 1999. Mr. Stanton is currently the founding partner of Francisco
Partners, an investment partnership specializing in private technology
companies. From 1996 until August 12, 1999, Mr. Stanton was a partner of Texas
Pacific Group and, a limited partner in Communication Partners, L.P. During this
time, he also served as Vice President of TPG Advisors, Inc. and as President of
Communication Genpar, Inc., entities affiliated with Communication Partners,
L.P. Prior to joining Texas Pacific Group, Mr. Stanton was a venture capitalist
with Trinity Ventures, where he specialized in information technology, software
and telecommunications investing. Mr. Stanton currently serves as a director of
Denbury Resources Inc., GlobeSpan, Inc. and several private companies, including
Paradyne Credit Corp., an affiliated entity of Paradyne.
JUSTIN T. CHANG, DIRECTOR. Mr. Chang became a director of SCG Holding in
August 1999. Mr. Chang is a partner of Texas Pacific Group, where he has been
employed since 1993.
RICHARD W. BOYCE, DIRECTOR. Mr. Boyce became a director of SCG Holding in
September 1999. Mr. Boyce is President of CAF, Inc., a consulting firm that
advises various companies controlled by Texas Pacific Group. Prior to founding
CAF, Inc. in 1997, he served as Senior Vice President of Operations for
Pepsi-Cola North America from 1996 to 1997 and its Chief Financial Officer from
1994 to 1996. From 1992 to 1994, Mr. Boyce served as Senior Vice
President-Strategic Planning for PepsiCo. Prior to joining PepsiCo, Mr. Boyce
was a director at the management consulting firm of Bain & Company, where he was
employed from 1980 to 1992. Mr. Boyce also serves on the Boards of Directors of
J. Crew Group, Inc., Del Monte Foods Company and Del Monte Corporation.
WILLIAM A. FRANKE, DIRECTOR. Mr. Franke became a director of SCG Holding in
December 1999. Mr. Franke is currently the managing partner of Newbridge Latin
America, LLP, an investment partnership specializing in Latin American companies
and has served in this position since 1996. Mr. Franke also serves as the
President, CEO and Chairman of the Board of Directors of America West Holdings
Corp. and its subsidiary, America West Airlines, Inc., and has served in this
position since 1992. He is also the President and owner of Franke & Company and
has served in this position since 1987. In addition to being a director of the
Company, Mr. Franke serves on the Boards of Directors of America West Holdings
Corporation, Beringer Wine Estates, Inc., Phelps Dodge Corporation, Central
Newspapers, Inc. and AerFi Group. plc.
STEVE HANSON, PRESIDENT AND DIRECTOR. Mr. Hanson served as the Senior Vice
President and General Manager of Motorola's Semiconductor Components Group from
June 1997 until he assumed this position in August 1999. Mr. Hanson has held
several executive and management positions, including Corporate Vice President,
since he joined Motorola in 1971.
MICHAEL ROHLEDER, SENIOR VICE PRESIDENT AND DIRECTOR OF SALES AND
MARKETING. For two years prior to assuming this position in September 1999,
Mr. Rohleder was President and Chief Executive Officer of Wyle Electronics, a
member of the VEBA Electronics Group. Prior to his tenure at Wyle, Mr. Rohleder
served as President of Insight Electronics, also a member of the VEBA
electronics group, for a period of seven years.
JAMES THORBURN. SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICER. Prior to
assuming this position in August 1999, Mr. Thorburn was the Chief Financial
Officer of Zilog, a position he had
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held since May 1998. Prior to his tenure at Zilog, Mr. Thorburn spent 17 years
at National Semiconductor, most recently as Vice President of Operations
Finance.
WILLIAM GEORGE, SENIOR VICE PRESIDENT AND CHIEF MANUFACTURING AND TECHNOLOGY
OFFICER. For two years prior to assuming this position in August 1999,
Mr. George held several executive and management positions, including directing
investment and operation strategy for Motorola's worldwide manufacturing
operations, since he joined Motorola in 1968.
DARIO SACOMANI, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER. Mr. Sacomani served as the Vice President and Director of Finance of
Motorola's Semiconductor Components Group from July 1997 until he assumed his
current position in August 1999. Mr. Sacomani has held several executive and
management positions, including Vice President and Financial Controller for the
European Semiconductor Group of Motorola, since he joined Motorola in 1980.
COLLETTE T. HUNT, VICE PRESIDENT AND GENERAL MANAGER OF BIPOLAR
DISCRETES. Prior to assuming this position in August 1999, Ms. Hunt served as
Vice President of Motorola's Semiconductor Products Sector beginning in 1994 and
the position of Director of Product Operations of the Semiconductor Components
Group beginning in 1998. Ms. Hunt has held various executive and managerial
positions, including positions on the board of directors of Motorola's joint
venture operations in Malaysia and China, since she joined Motorola in 1984.
SANDRA LOWE, VICE PRESIDENT AND GENERAL MANAGER OF LOGIC BUSINESS
UNIT. Prior to assuming this position in August 1999, Ms. Lowe served as the
Director of Quality and Continuous Improvement for Motorola's Semiconductor
Components Group beginning in November 1997. Ms. Lowe has held several
positions, including General Manager of the Motorola Test Equipment Business
Unit in the Space Systems Technology Group, since she joined Motorola in 1993.
JAMES STOECKMANN, VICE PRESIDENT AND DIRECTOR OF HUMAN RESOURCES. Prior to
assuming this position in August 1999, Mr. Stoeckmann served as the Director of
Human Resources for Motorola's Semiconductor Components Group beginning in
November 1998. Mr. Stoeckmann has held several positions, including Human
Resources Director for SCG Worldwide Manufacturing, since he joined Motorola in
1984.
ALISTAIR BANHAM, VICE PRESIDENT AND GENERAL MANAGER, EUROPE, MIDDLE EAST AND
AFRICA. Prior to assuming this position in August 1999, Mr. Banham served as
General Manager of Motorola's Semiconductor Components Group for Europe, the
Middle East and Africa beginning in April 1999. Mr. Banham has managed various
foreign aspects of Motorola's semiconductor products business, including
leadership of the European Motorola Segment Sales and Engineering Applications
Team, since he joined Motorola in 1989.
HENRY LEUNG, VICE PRESIDENT AND GENERAL MANAGER, ASIA. Prior to assuming
this position in August 1999, Mr. Leung served as the director in the Asia
Pacific Region for Motorola's Semiconductor Components Group beginning in 1994.
Mr. Leung has held several positions, including Business Director of Motorola's
Semiconductor Component Group (Discrete Products) for the Asia Pacific Region,
since he joined Motorola in 1976.
RALPH QUINSEY, VICE PRESIDENT AND GENERAL MANAGER OF ANALOG DIVISION. From
1997 until he assumed this position in August 1999, Mr. Quinsey served as Vice
President and General Manager of Motorola's Semiconductor Products Sector
Wireless Subscriber Systems Group. Prior to that time, Mr. Quinsey served as
General Manager for the Logic and Analog Integrated Circuits Mixed Signal
Communications Products Division of Motorola. Mr. Quinsey has held several
management positions since he joined Motorola in 1979.
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LEON HUMBLE, VICE PRESIDENT AND GENERAL MANAGER, MOS GATED PRODUCTS
DIVISION. Prior to assuming this position in August 1999, Mr. Humble served as
Director of Manufacturing Restructuring and Separation Programs for Motorola's
Semiconductor Components Group. Mr. Humble has held several management
positions, including Product Line Manager for CMOS Products Division, since he
joined Motorola in 1968.
CHANDRAMOHAN SUBRAMANIAM, VICE PRESIDENT AND DIRECTOR OF INTERNAL
MANUFACTURING. Prior to assuming this position in August 1999, Mr. Subramaniam
held several director and management positions, including Director of Asia
manufacturing, General Manager Seremban and Director of Quality and Continuous
Improvement, after joining Motorola in 1984.
DIRECTOR COMPENSATION
Members of the Board of Directors of SCG Holding, other than the Chairman
and our newest director, William Franke, are not entitled to any compensation
(other than reimbursement of expenses) for their service on the Board. The
Chairman will receive a quarterly payment of $25,000 for his services as
Chairman of the Board. The Board may grant new members of the Board who are
independent of SCG Holding and Texas Pacific Group an option to purchase 15,000
shares of common stock of SCG Holding and pay such new members a fee of $1,000
per meeting attended. We have agreed to pay Mr. Franke this fee.
EXECUTIVE COMPENSATION
The following table sets forth cash compensation paid by Motorola during
fiscal year 1998 to the four most highly compensated executives of SCG Holding
who were also previously employed by Motorola during fiscal year 1998. SCG
Holding has not named a Chief Executive Officer.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------------------
ALL OTHER CASH
SALARY BONUS OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($)(1)
- --------------------------- -------- --------- --------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Steven Hanson......................................
President 1998 308,308 150,000 -- 51,457
William George.....................................
Senior Vice President and Chief Operating Officer 1998 255,625 73,000 -- 9,625
Dario Sacomani.....................................
Senior Vice President and Chief Financial Officer 1998 181,231 47,000 -- 338,583
Collette T. Hunt...................................
Vice President and General Manager Bipolar
Discretes 1998 176,667 43,900 -- 3,641
</TABLE>
(1) Represents relocation expenses and Motorola's matching contributions to its
401k plan. In the case of Messrs. Hanson and Sacomani, this amount includes
relocation expenses of $45,628 and $335,383, respectively. In all cases,
this amount includes Motorola's matching contribution to its 401k plan of
$3,500.
EMPLOYMENT AGREEMENTS/CHANGE IN CONTROL AGREEMENTS
We have entered into employment agreements with each of Messrs. Hanson,
Rohleder, Thorburn, George and Sacomani. The following summaries of the material
provisions of the employment agreements do not purport to be complete and are
qualified in their entirety by reference to such agreements.
The agreements with Messrs. Hanson, George and Sacomani each provide for an
employment term of three years ending on August 4, 2002. The agreements provide
an annual base salary of $375,000, $300,000 and $250,000, respectively, and an
annual bonus up to 100% of the base salary based on achievement of annual
performance objectives. Messrs. Hanson, George and Sacomani
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will each be entitled to a one-time special bonus of $150,000 to be paid on the
first anniversary of his employment, provided the respective executive is
employed on such date. The agreements with Messrs. Rohleder and Thorburn each
provide for an employment term of three years ending on September 1, 2002 and
August 2, 2002, respectively, and for an annual base salary of $350,000 and
$300,000, respectively. Mr. Rohleder is eligible to receive an annual bonus of
up to 200% of his base salary based on achievement of annual performance
objectives, provided that, during the first year of his employment term,
Mr. Rohleder is guaranteed to receive an annual bonus at least equal to 100% of
his base salary, regardless of whether any performance objectives are achieved.
Mr. Thorburn is eligible to receive an annual bonus of up to 100% of his base
salary based on achievement of annual performance objectives, and has received a
one-time consultation fee of $270,000. Messrs. Rohleder and Thorburn also have
been provided certain relocation benefits under their agreements.
Messrs. Hanson, Thorburn, Rohleder, George and Sacomani have been granted
options under our stock option plan (described below) to purchase 1,200,000,
750,000, 700,000, 650,000 and 650,000 shares, respectively, of common stock of
SCG Holding, which become exercisable generally on a semi-annual basis over a
four-year period (see description of the stock option plan below). The
executive's outstanding options will become immediately exercisable upon a
change in control (as defined in the executives' agreements), and with respect
to Messrs. Hanson, Sacomani and George, each such executive's outstanding option
will become immediately exercisable if such executive's employment is terminated
by SCG Holding without cause (as defined in their respective agreements) or by
the executives for good reason. Good reason is defined in each employment
agreement and includes a voluntary resignation by the executive within one year
after a change in control (as defined). The executives have also been provided a
car allowance of up to $1,200 per month.
Under the terms of each of their respective agreements, if the executive's
employment is terminated without cause (as defined in the applicable employment
agreement), such executive will be entitled to a lump sum payment equal to the
product of (A) either (i) three, if the date of termination of employment is on
or before September 1, 2001, or (ii) two, if the date of termination of
employment is after September 1, 2001 and prior to the expiration of the
employment term; and (B) the sum of (i) the highest rate of the executive's
annualized base salary in effect at any time up to and including the date of
termination and (ii) the annual bonus earned by such executive in the year
immediately preceding his date of termination. In addition, if the executive's
employment is terminated without cause within two years after a change in
control (as defined in the applicable employment agreement), he will be entitled
to continuation of medical benefits provided generally to other executives of
SCG Holding for the greater of two years from the date of termination or the
expiration of the term of employment under the agreement. Under the agreements
with Messrs. Hanson, George and Sacomani, the executives will be entitled to the
foregoing severance payments and, in the event of a change of control,
continuation of medical coverage if they resign for good reason (as defined in
their respective employment agreements).
Each executive is also subject to customary non-solicitation of employees
and confidentiality provisions.
Finally, we have provided Mr. Thorburn with a non-recourse loan in the
amount of approximately $227,900 for the purposes of exercising stock options
granted by his former employer. Mr. Thorburn has pledged the stock received upon
the exercise of such option to SCG Holding as security for the loan. The loan
accrues interest at a rate of 5.54% per annum and the entire principal amount
and accrued interest is repayable upon Mr. Thorburn's sale of the stock.
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1999 FOUNDERS STOCK OPTION PLAN
We have adopted the SCG Holding Corporation 1999 Founders Stock Option Plan
to provide our key employees, directors and consultants with the opportunity to
purchase common stock of SCG Holding. We reserved 17,365,000 shares of SCG
Holding's common stock for issuance under the option plan. The option plan is
administered by the Board of Directors of SCG Holding or a committee thereof,
which is authorized to, among other things, select the key employees, directors
and consultants who will receive grants and determine the exercise price and
vesting schedule of the options. Prior to the existence of a public market (as
defined in the plan) for the common stock, fair market value is determined by
the Board in good faith, and following the existence of a public market for the
common stock, fair market value will be based on the closing price for the
shares on the exchange on which the shares are listed. As of November 1, 1999,
the Board of Directors of SCG Holding had approved the grant of options to
purchase an aggregate of 15,049,500 shares of SCG Holding's common stock to some
of its directors and a total approximately of 420 key employees (including
Messrs. Hanson, Thorburn, Rohleder, George and Sacomani) at an exercise price of
$1.00 per share. Generally the options initially issued under the plan will vest
gradually over a period of four years, with approximately 8% becoming
immediately vested and exercisable on the Grant Date, provided that the option
holder remains employed with us during this period. All outstanding options will
vest automatically upon a change of control (as defined in the plan) other than
an initial public offering, provided the option holder is employed with us on
the date of the change in control. Upon the termination of an option holder's
employment, all unvested options will immediately terminate and vested options
will generally remain exercisable for a period of 90 days after date of
termination (one year in the case of death or disability). Prior to the
existence of a public market for the common stock, if an employee's employment
terminates, generally we will have the right to purchase vested options from
that employee at a price equal to the excess of the fair market value per share
of the common stock over the exercise price per share specified in the option.
In addition, any shares acquired prior to the existence of a public market will
generally be subject to our call right, as well as customary drag-along and
tag-along rights.
RETIREMENT PLAN
Our Retirement Plan covers eligible employees within the United States,
including the named executive officers. The pension plan provides for monthly
pension benefits based upon a formula including employee's years of service,
compensation level calculated as final average earnings for the five years of
highest pay during the last ten years of employment, and the Social Security
benefit. The Social Security benefit is the estimated amount of Social Security
retirement benefit payable at age 65. The earliest date on which eligible
employees may receive pension benefits for retirement is after age 55 with at
least five years of service or at age 60 with at least one year of service.
Normal retirement under the pension plan is after age 65. Benefits are reduced
if pension payments begin before age 65.
The following table shows the estimated annual benefits payable under the
current Retirement Plan for employees who are eligible under the criteria stated
above assuming a life annuity benefit:
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000.................... $25,269 $29,235 $30,821 $30,821 $30,821
$125,000.................... $32,448 $37,664 $39,750 $39,750 $39,750
$150,000.................... $39,626 $46,092 $48,679 $48,679 $48,679
$175,000.................... $42,498 $49,464 $52,250 $52,250 $52,250
$200,000.................... $42,498 $49,464 $52,250 $52,250 $52,250
</TABLE>
As of December 31, 1998, Mr. Hanson, Mr. George, Mr. Sacomani and Ms. Hunt
had approximately 27, 30, 18 and 14 estimated years of service, respectively,
and the annual compensation covered by the pension plan for each of these
officers is $160,000.
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OWNERSHIP OF CAPITAL STOCK
The certificate of incorporation of SCG Holding, as amended to date,
authorizes the issuance of capital stock consisting of 300,000,000 shares of
common stock, and 100,000 shares of preferred stock which may be issued in
multiple series, the terms, provisions and the preferences of which may be
designated from time to time by the Board of Directors of SCG Holding.
The following table sets forth as of November 1, 1999 information regarding
the beneficial ownership of SCG Holding Common Stock and Series A Cumulative
Preferred Stock of SCG Holding, as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, with respect to:
- each person known by SCG Holding to be the beneficial owner of more than
5% of any class of SCG Holdings' voting securities;
- each of the directors and some of the executive officers of SCG Holding;
and
- all directors and executive officers, as a group.
Except as otherwise noted, the persons named in the table have sole voting
and investment power with respect to all shares shown as beneficially owned by
them.
<TABLE>
<CAPTION>
SERIES A CUMULATIVE
COMMON STOCK PREFERRED STOCK
-------------------------------- ----------------------
NUMBER OF NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(1) SHARES PERCENTAGE
- ------------------------------------------- ----------- ------------- --------- ----------
<S> <C> <C> <C> <C>
TPG Advisors II, Inc....................... 187,499,150(2) 90.8% 1,500 71.8%
201 Main Street, Suite 2420
Fort Worth, TX 76102
Motorola, Inc.............................. 17,500,850 8.5% 590 28.2%
1303 East Algonquin Road
Schaumberg, IL 60196
David Bonderman............................ --(3) -- -- --
Justin T. Chang............................ --(3) -- -- --
David M. Stanton........................... -- -- -- --
Curtis J. Crawford......................... 300,000(4) * -- --
Richard W. Boyce........................... 615,000(4) * -- --
William A. Franke.......................... --(5) -- -- --
Steven Hanson.............................. 100,800(4) * -- --
Dario Sacomani............................. 54,600(4) * -- --
William George............................. 54,600(4) * -- --
Collette T. Hunt........................... 11,760(4) * -- --
All directors and executive officers as a 1,346,760 * -- --
group (19 persons).......................
</TABLE>
- ------------------------
* Less than 1% of the total voting power of the outstanding shares of Common
Stock.
(1) Calculated excluding all shares issuable pursuant to options or warrants
except, as to each person, the shares issuable to such person pursuant to
options or warrants immediately exercisable or exercisable within 60 days
from November 1, 1999.
(2) TPG Advisors II, Inc. indirectly controls TPG Semiconductor Holdings, LLC,
which directly owns the common stock and preferred stock listed in the table
above.
(3) Excludes shares listed above as beneficially owned by TPG Advisors II, Inc.,
which may be deemed an affiliate of each of David Bonderman and Justin
Chang.
(4) All shares listed are issuable on exercise of options.
(5) Mr. Franke is the beneficial owner of a minority equity interest in TPG
Semiconductor Holdings, LLC.
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We have also reserved 17,365,000 shares of common stock for issuance under
our stock option plans as more fully described under "Management--1999 Founders
Stock Option Plan."
The preferred stock has a par value of $0.01 per share and accumulates
dividends at the rate of 12% per annum, payable quarterly. Dividends compound to
the extent not paid. The preferred stock has an original liquidation preference
of $100,000 per share. SCG Holding will be required to redeem all of the shares
of the preferred stock on the thirteenth anniversary of the issue date at a
price equal to such liquidation value plus all accumulated dividends that have
been applied to increase liquidation value. Shares of the preferred stock may be
redeemed at the option of SCG Holding, in whole or in part, for this total value
plus accrued dividends not included therein.
Optional redemption of the preferred stock is subject to, and expressly
conditioned upon, limitations under the notes, our senior bank facilities and
other documents relating to our indebtedness. We may also be required to offer
to repurchase shares of the preferred stock in other circumstances, including
the occurrence of a change of control of SCG Holding, in each case subject to
the terms of the notes, our senior bank facilities and other documents relating
to our indebtedness. Holders of the preferred stock will not have any voting
rights, except with respect to specified actions that might adversely affect the
holders and except for such rights as are provided under applicable law. See
"Description of Exchange Notes--Limitation on Restricted Payments."
SHAREHOLDERS AGREEMENT
SCG Holding, Motorola and TPG Semiconductor Holdings, LLC, which is
controlled by investment funds affiliated with Texas Pacific Group, have entered
into a Shareholders Agreement relating to registration rights, transfers of
common stock and preferred stock (together, the "SCG Stock") and other matters.
The Shareholders Agreement terminates upon the earlier to occur of (1) TPG
Holding owning less than 35% of the outstanding shares of common stock or
(2) an underwritten initial public offering of SCG Stock; PROVIDED that
registration rights terminate with respect to a class of SCG Stock at such time
(at least three years after the date of the Shareholders Agreement) as Motorola
shall be legally permitted to sell all shares of such class of SCG Stock then
held by Motorola without registration under the Securities Act.
REGISTRATION RIGHTS
Pursuant to the Shareholders Agreement, Motorola and Permitted Transferees
(as defined below under "--Permitted Transfers") have "piggyback" registration
rights on a proportional basis with respect to the same class of SCG Stock in
any public offering of SCG Stock by SCG Holding or Texas Pacific Group. SCG
Holding pays the registration expenses of any registration including, without
limitation, SEC and NASD filing fees and the fees and expenses of counsel for
SCG Holding (but not including underwriting discounts or fees and expenses of
counsel to Motorola). SCG Holding has agreed to indemnify Motorola, transferee
holders and underwriters and their respective affiliates and control persons
against securities law liabilities relating to the registration statement in
connection with any registered offering pursuant to registration rights. Each
selling shareholder has agreed to indemnify SCG Holding and underwriters
(together with their respective affiliates and control persons) against
securities law liabilities for information provided by the selling shareholder
in writing specifically for inclusion in the registration statement.
RIGHT OF FIRST OFFER
The Shareholders Agreement permits Motorola to transfer some or all of its
shares of SCG Stock to any third party, PROVIDED that prior to any such transfer
(other than pursuant to limited exceptions set forth in the Shareholders
Agreement), Motorola shall have provided TPG Holding and SCG Holding with notice
of its intent to sell such SCG Stock (specifying the number of shares
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thereof, the purchase price therefor and other terms and conditions) and an
opportunity to acquire all (but not less than all) of such shares of SCG Stock
at the purchase price and on the other terms and conditions specified in the
offer notice. In the event Texas Pacific Group and SCG Holding do not exercise
their right to acquire such SCG Stock, Motorola may, within a specified period
following the delivery of the offer notice, sell all of such SCG Stock to a
third party at a price that is not less than the purchase price and on
substantially the same terms and conditions specified in the offer notice.
TAG-ALONG RIGHTS
The Shareholders Agreement provides that, in the event that Texas Pacific
Group determines to sell SCG Stock to any third party (not including affiliates
of Texas Pacific Group), except in a public offering or in a brokerage
transaction through the public securities markets, Motorola has the right to
participate PRO RATA (treating each class of SCG Stock individually) in such
transaction as a seller on the same terms and conditions as apply to the sale of
Texas Pacific Group's SCG Stock. Notwithstanding the foregoing, (1) Texas
Pacific Group has the right to sell or transfer up to 10% of the outstanding
shares of SCG Holding Common Stock and SCG Holding Preferred Stock in the
aggregate to third parties free of tag-along rights in connection with the
retention by SCG Holding of directors, officers, advisors or consultants, or the
sale of other securities of SCG Holding or its subsidiaries, and (2) if Texas
Pacific Group proposes to transfer both common stock and preferred stock in the
same transaction or in related transactions, Motorola may tag-along in such
transaction or transactions by transferring both common stock and preferred
stock in the same proportion as is proposed to be transferred by Texas Pacific
Group.
DRAG-ALONG RIGHTS
In the event that Texas Pacific Group determines to sell all or
substantially all of the stock or assets of SCG Holding, by merger, stock sale,
asset sale or otherwise, to any third party, Texas Pacific Group has the right
to cause Motorola to sell its shares of common stock in such transaction (and to
waive its appraisal or dissenters' rights with respect to such transaction, as
applicable), all at the same price per share and on the same terms and
conditions as apply to the sale of Texas Pacific Group's common stock.
CALL RIGHT
Under the Shareholders Agreement, Texas Pacific Group has the right to
purchase from Motorola, at any time and from time to time, all or any portion of
the shares of the preferred stock held by Motorola at the stated redemption
price per share in cash.
FLIP PROTECTION
In the event that all or substantially all of the outstanding shares of
common stock or the assets of SCG Holding are sold in specified circumstances
for a limited period of time after our recapitalization, Motorola will be
entitled to 30% of the net profit realized by TPG Holding from the sale.
CORPORATE GOVERNANCE
In the event SCG Holding fails to redeem the preferred stock on or prior to
the thirteenth anniversary of the issue date, Texas Pacific Group shall cause
20% of the members of the Board of Directors of SCG Holding to be Motorola
nominees.
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PERMITTED TRANSFERS
Notwithstanding anything to the contrary contained in the Shareholders
Agreement, transfers to any Permitted Transferee of the transferor shall not be
subject to the right of first offer, tag-along rights, drag-along rights or flip
protection provisions. A "Permitted Transferee" means (a) in the case of any
transferor that is not a corporation, individual, general or limited partner,
member, officer, employee or affiliate (as defined in Rule 12b-2 under the
Exchange Act) of such transferor, (b) in the case of any transferor that is a
corporation, any other entity that owns, directly or indirectly, at least 51% of
the equity securities of such transferor ("majority ownership") or that is under
common majority ownership with such transferor, (c) in the case of any
transferor that is an individual, any successor by death or divorce or (d) in
the case of any transferor that is a trust whose sole beneficiaries are
individuals, such individuals or their spouses or lineal descendants.
TRANSFEREE'S RIGHTS AND OBLIGATIONS
A third party that acquires SCG Stock shall assume the obligations and,
unless otherwise agreed by the transferee, acquire the rights of the
transferring party with respect to the shares that it acquires.
TEXAS PACIFIC GROUP
Texas Pacific Group was founded by David Bonderman, James G. Coulter and
William S. Price, III in 1993 to pursue public and private investment
opportunities through a variety of methods, including leveraged buyouts,
recapitalizations, joint ventures, restructurings and strategic public
securities investments. The principals of Texas Pacific Group manage TPG
Partners, L.P. and TPG Partners II, L.P., both Delaware limited partnerships,
which, with affiliated partnerships, have aggregate committed capital of more
than $3.2 billion.
The investment in SCG Holding is the largest investment of Texas Pacific
Group to date and its sixth investment in the technology and telecommunications
area. Texas Pacific Group's other investments in technology and
telecommunications companies include Paradyne Corporation, GlobeSpan, GT Com,
Landis & Gyr Communications and Zilog.
Texas Pacific Group's portfolio companies also include America West
Airlines, Belden & Blake, Beringer Wine Estates, Del Monte Foods, Denbury
Resources, Ducati Motorcycle Holdings, Favorite Brands International, Genesis
ElderCare, J. Crew, Oxford Health Plans, Virgin Entertainment and Vivra. In
addition, Texas Pacific Group principals led the $9 billion reorganization of
Continental Airlines in 1993.
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<PAGE>
RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with our recapitalization, Motorola has made bonus payments to
Messrs. Hanson, George and Sacomani in the approximate amounts of $480,000,
$400,000 and $260,000, respectively.
In connection with our recapitalization, we paid Texas Pacific Group a
financial advisory fee in the amount of $25 million. We have agreed to pay Texas
Pacific Group annually a management fee of not more than $2 million.
In connection with our recapitalization, Motorola has assigned, licensed and
sublicensed to us intellectual property in connection with the products we plan
to offer (including a limited use of the Motorola trade name for one year and a
transition statement, "formerly a division of Motorola," for an additional year
thereafter), has agreed to continue providing us information technology, human
resources, supply management, logistics and finance services for agreed periods
of time while we determine the most cost-effective means to obtain such
services, has agreed to continue providing manufacturing and assembly services
to us and to continue using similar services we provide to them, has agreed to
continue selling to us depreciated equipment to support our capacity expansion
and has leased real estate to us. Motorola provides some of these services on
more favorable terms than we would expect to obtain from independent sources.
In connection with our recapitalization, we paid the Chairman of our Board
of Directors, Curtis J. Crawford, a consulting fee of $100,000 and granted Mr.
Crawford an option to purchase 300,000 shares of common stock. We also granted
one of our directors, Richard W. Boyce an option to purchase 615,000 shares of
common stock. The option grants to Messrs. Crawford and Boyce were in
consideration for their respective consulting services. Messrs. Crawford and
Boyce's options are at an exercise price of $1.00 per share, are fully
exercisable upon grant and have a ten year term and are otherwise governed by
the 1999 Founders Stock Option Plan.
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DESCRIPTION OF OTHER INDEBTEDNESS
SENIOR FACILITIES
The description set forth below is qualified in its entirety by reference to
agreements setting forth the principal terms and conditions of our senior bank
facilities.
Pursuant to a Credit Agreement that was entered into as part of our
August 1999 recapitalization among Semiconductor Components Industries, LLC, as
borrower, SCG Holding, as parent, the lenders named therein, The Chase Manhattan
Bank as administrative agent, collateral agent and syndication agent, DLJ
Capital Funding, Inc., as co-documentation agent, and Lehman Commercial Paper
Inc., as co-documentation agent, a syndicate of banks and other financial
institutions led by Chase have provided us senior secured credit facilities of
up to $1,025.0 million. The Credit Agreement provides for (1) a $200.0 million
senior secured term tranche A loan that fully amortizes within six years, (2) a
$325.0 million senior secured tranche B term loan that fully amortizes within
seven years, (3) a $350.0 million senior secured tranche C term loan that fully
amortizes within eight years and (4) a $150.0 million senior secured revolving
credit facility that matures on the earlier of (a) the date that is six years
after our recapitalization and (b) the final repayment in full of the tranche A
facility. At the time of the recapitalization, we drew down $65.5 million under
the tranche A facility, and we have drawn down an additional $60.0 million to
date to fund working capital. The $74.5 million balance of the tranche A
facility is being made available to fund working capital during the period from
the date of our recapitalization to the date that is six months after our
recapitalization.
The senior bank facilities initially bear interest (subject to performance
based step downs applicable to the tranche A facility and the revolving
facility) at a rate equal to LIBOR plus (1) in the case of the tranche A
facility and the revolving facility, 3.00%; or at our option, the alternate base
rate (as defined in the Credit Agreement) plus 2.00%; (2) in the case of the
tranche B facility, 3.50% or, at our option, the alternate base rate plus 2.50%
and (3) in the case of the tranche C facility, 3.75% or, at our option, the
alternate base rate plus 2.75%.
In addition to paying interest on outstanding principal under the senior
bank facilities, we are required to pay a commitment fee to the lenders under
the revolving facility and the delayed draw term facility in respect of the
unutilized commitments thereunder at a rate equal to 0.50% per annum.
The senior bank term facilities will amortize in quarterly amounts based
upon the annual amounts shown below.
<TABLE>
<CAPTION>
TRANCHE A TRANCHE B TRANCHE C
CALENDAR YEAR FACILITY FACILITY FACILITY
- ------------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
2000........................................................ $ -- $ -- $ --
2001........................................................ 15.000 1.625 1.750
2002........................................................ 35.000 3.250 3.500
2003........................................................ 45.000 3.250 3.500
2004........................................................ 65.000 3.250 3.500
2005........................................................ 40.000 157.625 3.500
2006........................................................ -- 156.000 168.000
2007........................................................ -- -- 166.250
-------- -------- --------
Total....................................................... $200.000 $325.000 $350.000
</TABLE>
The obligations of Semiconductor Components under the senior bank facilities
are unconditionally and irrevocably guaranteed by SCG Holding and each of its
other existing and subsequently acquired or organized domestic subsidiaries. In
addition, the senior bank facilities are secured by first priority or equivalent
security interests in substantially all tangible and intangible assets of SCG
Holding and each of its existing and subsequently acquired or organized domestic
subsidiaries,
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including all the capital stock of, or other equity interests in Semiconductor
Components and each other direct or indirect subsidiary of SCG Holding (except,
in the case of voting stock of a foreign subsidiary, not more than 65% of such
voting stock shall be required to be pledged).
The senior bank facilities are subject to mandatory prepayment with, in
general, (1) 100% of the proceeds of non-ordinary course assets sales, (2) 50%
of SCG Holding's Excess Cash Flow (as defined in the Credit Agreement) and (3)
100% of the proceeds from the issuance of debt obligations other than debt
obligations permitted under the Credit Agreement. With respect to any prepayment
of the tranche B facility or the tranche C facility within two years after our
recapitalization, except with respect to prepayments out of Excess Cash Flow, we
will pay a premium of (1) 2% of the principal amount being prepaid of each such
facility during the first year after August 4, 1999 and (2) 1% of the principal
amount being prepaid of each such facility during the second year after
August 4, 1999.
The Credit Agreement contains a number of covenants that, among other
things, restrict our ability to dispose of assets, incur additional
indebtedness, incur guarantee obligations, repay other indebtedness, pay
restricted payments and dividends, create liens on assets, make investments,
loans or advances, make acquisitions, engage in mergers or consolidations, make
capital expenditures, enter into sale and leaseback transactions, or engage in
various transactions with subsidiaries and affiliates and otherwise restrict
corporate activities. In addition, under the senior bank facilities, we are
required to comply with specified financial ratios and tests, including minimum
fixed charge coverage and interest coverage ratios and maximum leverage ratios.
The Credit Agreement also contains customary events of default.
JUNIOR SUBORDINATED NOTE
As part of our August 1999 recapitalization, Semiconductor Components issued
a junior subordinated note to Motorola in the amount of $91 million, which bears
interest at a rate of 10% per annum, payable semi-annually in kind. Interest may
be paid by Semiconductor Components in cash after the fifth anniversary of the
issue date if, after giving effect to the payment of interest on any interest
payment date, we would be in compliance with our obligations under the senior
bank facilities and the indenture relating to the notes. The junior subordinated
note matures on the twelfth anniversary of the issue date and ranks subordinated
in right of payment to the notes and the loans under the senior bank facilities
and PARI PASSU in right of payment with, among other things, unsecured trade
debt.
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DESCRIPTION OF EXCHANGE NOTES
GENERAL
Definitions of terms used in this Description of Exchange Notes may be found
under "--Defined Terms." For purposes of this section, the term "SCG Holding"
refers only to SCG Holding Corporation and not any of its Subsidiaries,
"Semiconductor Components" refers to Semiconductor Components Industries, LLC, a
Wholly Owned Subsidiary of SCG Holding, the "Issuers" refers to SCG Holding and
Semiconductor Components and "we" refers to the Issuers.
SCG Holding issued initial notes and will issue the exchange notes under an
Indenture, dated as of August 4, 1999 among SCG Holding, Semiconductor
Components, the Note Guarantors and State Street Bank and Trust Company, as
Trustee. The Indenture contains provisions that define your rights under the
exchange notes. In addition, the Indenture governs the obligations of the
Issuers and of each Note Guarantor under the exchange notes. The terms of the
Exchange Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (the "TIA"). The
Indenture has been filed as an exhibit to the registration statement of which
this prospectus is a part and is available as set forth under the heading
"Prospectus Summary--Where You Can Find More Information."
This Description of Exchange Notes is meant to be only a summary of the
Indenture, does not purport to be complete and is qualified in its entirety by
reference to the Indenture, including the definitions therein of terms used
below, and the TIA. It does not restate the terms of the Indenture in their
entirety. We urge that you carefully read the Indenture as it, and not this
description, will govern your rights as Holders.
OVERVIEW OF THE EXCHANGE NOTES AND THE NOTE GUARANTEES
THE EXCHANGE NOTES
The Exchange Notes will:
- be general unsecured obligations of each of the Issuers;
- be subordinated in right of payment to all existing and future Senior
Indebtedness of each of the Issuers;
- rank PARI PASSU in right of payment with all existing and future Senior
Subordinated Indebtedness of each of the Issuers;
- be senior in right of payment to all existing and future Subordinated
Obligations of each of the Issuers;
- be effectively subordinated to all existing and future Secured
Indebtedness of SCG Holding, Semiconductor Components and the other
Subsidiaries of SCG Holding to the extent of the value of the assets
securing such Indebtedness; and
- be effectively subordinated to all liabilities of the Foreign Subsidiaries
of SCG Holding, which are not Guaranteeing the exchange notes, and any
other future Subsidiaries of SCG Holding that do not Guarantee the
exchange notes.
THE NOTE GUARANTEES
The exchange notes will be Guaranteed by each of the following Domestic
Subsidiaries of SCG Holding:
- SCG (Malaysia SMP) Holding Corporation,
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- SCG (Czech) Holding Corporation,
- SCG (China) Holding Corporation,
- Semiconductor Components Industries Puerto Rico, Inc. and
- SCG International Development LLC.
The Note Guarantees will:
- be general unsecured obligations of each Note Guarantor;
- be subordinated in right of payment to all existing and future Senior
Indebtedness of each Note Guarantor;
- rank PARI PASSU in right of payment with all existing and future Senior
Subordinated Indebtedness of each Note Guarantor;
- be senior in right of payment to all existing and future Subordinated
Obligations of each Note Guarantor;
- be effectively subordinated to all existing and future Secured
Indebtedness of each Note Guarantor to the extent of the value of the
assets securing such Indebtedness; and
- be effectively subordinated to all liabilities of the Foreign Subsidiaries
of SCG Holding, which are not Guaranteeing the exchange notes, and any
other future Subsidiaries of SCG Holding that do not Guarantee the
exchange notes.
SCG Holding's existing and future Foreign Subsidiaries are not currently
required to Guarantee the exchange notes. However, any existing or future
Foreign Subsidiary that Guarantees other Indebtedness of SCG Holding or any of
its Domestic Subsidiaries will be required to Guarantee the exchange notes if
the aggregate principal amount of Indebtedness of SCG Holding and its Domestic
Subsidiaries Guaranteed by all Foreign Subsidiaries exceeds $25 million.
PRINCIPAL, MATURITY AND INTEREST
We will issue the exchange notes in an aggregate principal amount of up to
$400 million. The exchange notes will mature on August 1, 2009. We will issue
the exchange notes in fully registered form, without coupons, in denominations
of $1,000 and any integral multiple of $1,000.
Each exchange note we issue will accrue interest at a rate of 12% beginning
on August 4, or from the most recent date to which interest has been paid or
provided for. We will pay interest semiannually in arrears to Holders of record
at the close of business on the January 15 or July 15 immediately preceding the
interest payment date on February 1 and August 1 of each year.
Interest on the exchange notes will be computed on the basis of a 360-day
year comprised of twelve 30-day months.
PAYING AGENT AND REGISTRAR
We will pay the principal of, premium, if any, and interest on the exchange
notes at any office of ours or any agency designated by us that is located in
the Borough of Manhattan, the City of New York. We have initially designated the
corporate trust office of the Trustee to act as the agent of SCG Holding in such
matters. The location of the corporate trust office is 61 Broadway, New York,
New York 10006. We, however, reserve the right to pay interest to Holders by
check mailed directly to Holders at their registered addresses.
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TRANSFER AND EXCHANGE
Holders may exchange or transfer their exchange notes at the same location
given above under "--Paying Agent and Registrar." No service charge will be made
for any registration of transfer or exchange of exchange notes. We, however, may
require Holders, among other things, to furnish appropriate endorsements and
transfer documents and to pay any transfer tax or other similar governmental
charge payable in connection with any such transfer or exchange.
Except as provided in the Indenture, the registered Holder of any of the
exchange notes will be treated as the owner thereof for all purposes under the
Indenture. The Issuers will not be required to transfer or exchange any exchange
note selected for redemption or to transfer or exchange any exchange note for a
period of 15 days prior to a selection of exchange notes to be redeemed.
OPTIONAL REDEMPTION
Except as set forth in the following paragraph, we may not redeem the
exchange notes prior to August 1, 2004. On and after this date, we may redeem
the exchange notes, in whole or in part, on one or more occasions. We must give
not less than 30 nor more than 60 days' prior notice. Upon redemption, we will
pay the redemption prices, plus accrued and unpaid interest and liquidated
damages thereon, if any, to the applicable redemption date, subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date. We will pay the following redemption prices,
expressed as percentages of principal amount, if we redeem the exchange notes
during the 12-month periods commencing on August 1 of the years set forth below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---- ----------
<S> <C>
2004........................................................ 106.0%
2005........................................................ 104.5%
2006........................................................ 103.0%
2007........................................................ 101.5%
2008 and thereafter......................................... 100.0%
</TABLE>
Prior to August 1, 2002, the Issuers also may (but shall not have the
obligation to), on one or more occasions, redeem up to a maximum of 35% of the
original aggregate principal amount of the exchange notes with the Net Cash
Proceeds of one or more Public Equity Offerings by SCG Holding, at a redemption
price equal to 112% of the principal amount thereof, plus accrued and unpaid
interest and liquidated damages thereon, if any, to the applicable redemption
date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date. However, after
giving effect to any such redemption:
(1) at least 65% of the aggregate principal amount of the notes and the exchange
notes, taken together, must remain outstanding; and
(2) any such redemption by the Issuers must be made within 90 days of the date
of the closing of the applicable Public Equity Offering and in accordance
with procedures set forth in the Indenture.
SELECTION AND NOTICE OF REDEMPTION
If we redeem less than all of the exchange notes outstanding at any time,
the Trustee will select the exchange notes to be redeemed on a pro rata basis,
by lot or by such other method as the Trustee in its sole discretion shall deem
to be fair and appropriate, although no exchange note of $1,000 in original
principal amount or less will be redeemed in part. We will mail notices of
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redemption by first class mail at least 30 but not more than 60 days before the
applicable redemption date to each Holder of the exchange notes to be redeemed
at such Holder's registered address.
If we redeem any exchange note in part only, the notice of redemption
relating to such exchange note shall state the portion of the principal amount
thereof to be redeemed. A new exchange note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancelation of the original exchange note. On and after the redemption date,
interest will cease to accrue on exchange notes or portions thereof called for
redemption so long as we have deposited with the Paying Agent funds sufficient
to pay the principal of such exchange notes or portions thereof, plus accrued
and unpaid interest and liquidated damages thereon, if any, to the applicable
redemption date.
RANKING
The exchange notes will be unsecured obligations of each of the Issuers.
They will be subordinated in right of payment to all existing and future Senior
Indebtedness of each of the Issuers, will rank PARI PASSU in right of payment
with all existing and future Senior Subordinated Indebtedness of each of the
Issuers and will be senior in right of payment to all existing and future
Subordinated Obligations of each of the Issuers. The exchange notes will also be
effectively subordinated to any Secured Indebtedness of SCG Holding,
Semiconductor Components and the other Subsidiaries of SCG Holding to the extent
of the value of the assets securing such Indebtedness. However, payment from the
money or the proceeds of U.S. Government Obligations held in any defeasance
trust described below under the caption "--Defeasance" will not be subordinated
to any Senior Indebtedness or subject to the restrictions described herein.
SCG Holding currently conducts all, and Semiconductor Components currently
conducts of their operations through their Subsidiaries. The Note Guarantees
will be unsecured obligations of the applicable Note Guarantor, will be
subordinated in right of payment to all existing and future Senior Indebtedness
of such Note Guarantor, will rank PARI PASSU in right of payment with all
existing and future Senior Subordinated Indebtedness of such Note Guarantor will
be are senior in right of payment to all existing and future Subordinated
Obligations of such Note Guarantor. The Note Guarantees will also be effectively
subordinated to any Secured Indebtedness of the applicable Note Guarantor to the
extent of the value of the assets securing such Secured Indebtedness.
SCG Holding's existing and future Foreign Subsidiaries are not currently
required to Guarantee the exchange notes. However, any existing or future
Foreign Subsidiary that Guarantees other Indebtedness of SCG Holding or any of
its Domestic Subsidiaries will be required to Guarantee the exchange notes if
the aggregate principal amount of Indebtedness of SCG Holding and its Domestic
Subsidiaries Guaranteed by all Foreign Subsidiaries exceeds $25 million.
Creditors of such Foreign Subsidiaries, including trade creditors, and preferred
stockholders (if any) of such Foreign Subsidiaries generally will have priority
with respect to the assets and earnings of such Foreign Subsidiaries over the
claims of our creditors, including Holders. The exchange notes, therefore, will
be effectively subordinated to creditors, including trade creditors, and
preferred stockholders (if any) of SCG Holding's Foreign Subsidiaries.
As of October 2, 1999, we had outstanding the following:
(1) $800.5 million of Senior Indebtedness of each of SCG Holding and
Semiconductor Components, all of which is Secured Indebtedness, excluding
unused commitments under the Credit Agreement;
(2) no Senior Subordinated Indebtedness of either SCG Holding or
Semiconductor Components other than the initial notes;
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(3) no Indebtedness of SCG Holding and Semiconductor Components, other than
$91 million under the Junior Subordinated Note, that is subordinated or
junior in right of payment to the exchange notes;
(4) no Senior Indebtedness of the Note Guarantors, excluding intercompany
debt and Guarantees of Indebtedness under the Credit Agreement;
(5) no Senior Subordinated Indebtedness of the Note Guarantors, other than
the Note Guarantees and the Guarantees of the initial notes; and
(6) no Indebtedness of the Note Guarantors that is subordinated or junior in
right of payment to the Note Guarantees.
Although the amount of additional Indebtedness we can Incur is limited, we
may be able to Incur substantial amounts of additional Indebtedness. Such
Indebtedness may be Senior Indebtedness. See "--Indenture Covenants--Limitation
on Indebtedness" below.
"Senior Indebtedness" of SCG Holding, Semiconductor Components or any Note
Guarantor, as applicable, means
- the principal of, premium (if any) and accrued and unpaid interest on,
including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of SCG Holding, Semiconductor Components
or any Note Guarantor, regardless of whether or not a claim for
post-filing interest is allowed in such proceedings, and
- fees and other amounts owing in respect of, Bank Indebtedness and all
other Indebtedness of SCG Holding, Semiconductor Components or any Note
Guarantor, whether outstanding on the Closing Date or thereafter Incurred,
unless in the instrument creating or evidencing the same or pursuant to
which the same is outstanding it is provided that such obligations are not
superior in right of payment to the exchange notes and the initial notes or such
Note Guarantor's Note Guarantee or Guarantee of the initial notes.
Senior Indebtedness shall not include:
(1) any obligation of SCG Holding or Semiconductor Components to any
Subsidiary of SCG Holding or any obligation of such Note Guarantor to SCG
Holding, Semiconductor Components or any other Subsidiary of SCG Holding;
(2) any liability for Federal, state, local or other taxes owed or owing by
SCG Holding, Semiconductor Components or such Note Guarantor;
(3) any accounts payable or other liability to trade creditors arising in
the ordinary course of business, including Guarantees thereof or
instruments evidencing such liabilities;
(4) any Indebtedness or obligation of SCG Holding, Semiconductor Components
or such Note Guarantor, and any accrued and unpaid interest in respect
thereof that by its terms is subordinated or junior in right of payment
to any other Indebtedness or obligation of SCG Holding, Semiconductor
Components or such Note Guarantor, including any Senior Subordinated
Indebtedness and any Subordinated Obligations;
(5) any obligations with respect to any Capital Stock; or
(6) any Indebtedness Incurred in violation of the Indenture.
Only Indebtedness of SCG Holding or Semiconductor Components that is Senior
Indebtedness will rank senior in right of payment to the exchange notes. The
exchange notes will rank PARI PASSU in right of payment with all other Senior
Subordinated Indebtedness of SCG Holding or of Semiconductor Components. The
Issuers will not Incur, directly or indirectly, any Indebtedness that is
subordinated or junior in right of payment to Senior Indebtedness unless such
Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in
right of payment to Senior Subordinated
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Indebtedness. Unsecured Indebtedness is not deemed to be subordinated or junior
in right of payment to Secured Indebtedness merely because it is unsecured.
We may not pay principal of, premium (if any) or interest on, the exchange
notes, make any deposit pursuant to the provisions described under
"--Defeasance" below, or otherwise repurchase, redeem or otherwise retire any
exchange notes (collectively, "pay the exchange notes") if:
(1) any Designated Senior Indebtedness is not paid when due, or
(2) any other default on Designated Senior Indebtedness occurs and the
maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms
unless, in either case,
(x) the default has been cured or waived and any such acceleration has been
rescinded, or
(y) such Designated Senior Indebtedness has been paid in full;
However, we may pay the exchange notes without regard to the foregoing if we and
the Trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which
either of the events set forth in clause (1) or (2) above has occurred and is
continuing.
During the continuance of any default, other than a default described in
clause (1) or (2) above, with respect to any Designated Senior Indebtedness of
either Issuer pursuant to which the maturity thereof may be accelerated
immediately without further notice, except such notice as may be required to
effect such acceleration, or the expiration of any applicable grace periods, we
may not pay the exchange notes for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee of written notice (a "Blockage
Notice") of such default from the Representative of such Designated Senior
Indebtedness. Such Blockage Notice shall specify an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated:
(1) by written notice to the Trustee and the Issuers from the Person or
Persons who gave such Blockage Notice,
(2) by repayment in full of such Designated Senior Indebtedness, or
(3) because no default with respect to any Designated Senior Indebtedness is
continuing).
Notwithstanding the provisions contained in the second preceding sentence but
subject to the provisions contained in the second preceding sentence, the
Issuers may resume payments on the exchange notes after the end of such Payment
Blockage Period, unless the holders of such Designated Senior Indebtedness or
the Representative of such holders have accelerated the maturity of such
Designated Senior Indebtedness and such Designated Senior Indebtedness has not
been repaid in full.
Not more than one Blockage Notice may be given in any period of 360
consecutive days, irrespective of the number of defaults with respect to
Designated Senior Indebtedness during such period. However, if any Blockage
Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness other than the Bank Indebtedness, the
Representative of the Bank Indebtedness may give another Blockage Notice within
such period. In no event, however, may the total number of days during which any
Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any period of 360 consecutive days. For purposes of this paragraph, no
default or event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.
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Upon any payment or distribution of the assets of SCG Holding or
Semiconductor Components to their respective creditors upon a total or partial
liquidation or a total or partial dissolution of SCG Holding or Semiconductor
Components or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to SCG Holding or its property or Semiconductor
Components or its property:
(1) the holders of Senior Indebtedness of SCG Holding or Semiconductor
Components, as applicable, will be entitled to receive payment in full of
such Senior Indebtedness before the Holders are entitled to receive any
payment of principal of or interest on the exchange notes; and
(2) until such Senior Indebtedness is paid in full, any payment or
distribution to which Holders would be entitled but for the subordination
provisions of the Indenture will be made to holders of such Senior
Indebtedness as their interests may appear, except that Holders may
receive shares of stock and any debt securities that are subordinated to
such Senior Indebtedness to at least the same extent as the exchange
notes. If a distribution is made to Holders that due to the subordination
provisions of the Indenture should not have been made to them, such
Holders will be required to hold it in trust for the holders of Senior
Indebtedness of SCG Holding or Semiconductor Components, as applicable,
and pay it over to them as their interests may appear.
If payment of the exchange notes is accelerated because of an Event of
Default, the Issuers or the Trustee shall promptly notify the holders of each
Issuer's Designated Senior Indebtedness or their Representative of the
acceleration. Before acceleration of payment, the Trustee must receive written
notice from the Issuers or a Representative identifying the Designated Senior
Indebtedness for which such Representative is so designated, on which notice the
Trustee shall be entitled to rely conclusively. If any such Designated Senior
Indebtedness is outstanding, the Issuers may not pay the Notes until five
Business Days after such holders or the Representative of such Designated Senior
Indebtedness receive notice of such acceleration and, thereafter, may pay the
exchange notes only if the subordination provisions of the Indenture otherwise
permit payment at that time.
By reason of the subordination provisions of the Indenture, in the event of
insolvency, creditors of the Issuers who are holders of Senior Indebtedness may
recover more, ratably, than the Holders, and creditors of the Issuers who are
not holders of Senior Indebtedness or of Senior Subordinated Indebtedness
(including the exchange notes) may recover less, ratably, than holders of Senior
Indebtedness and may recover more, ratably, than the holders of Senior
Subordinated Indebtedness.
NOTE GUARANTEES
SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG
(China) Holding Corporation, Semiconductor Components Industries Puerto Rico,
Inc. and SCG International Development LLC, as primary obligors and not merely
as sureties, will jointly and severally irrevocably and unconditionally
Guarantee on an unsecured senior subordinated basis full and punctual payment
when due, whether at Stated Maturity, by acceleration or otherwise, of all
obligations of the Issuers under the Indenture, including obligations to the
Trustee, and the exchange notes, whether for payment of principal of or interest
on in respect of the exchange notes, expenses, indemnification or otherwise (all
such obligations Guaranteed by such Note Guarantors being herein called the
"Guaranteed Obligations"). Such Note Guarantors have agreed to pay, in addition
to the amount stated above, any and all reasonable costs and expenses, including
reasonable counsel fees and expenses, incurred by the Trustee or the Holders in
enforcing any rights under the Note Guarantees. Each Note Guarantee will be
limited in amount to an amount not to exceed the maximum amount that can be
Guaranteed by the applicable Note Guarantor without rendering the Note
Guarantee, as it relates to such Note Guarantor, voidable under applicable law
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relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally. If a Note Guarantee were to be
rendered voidable, it could be subordinated by a court to all other
Indebtedness, including guarantees and contingent liabilities, of the applicable
Note Guarantor, and, depending on the amount of such indebtedness, a Note
Guarantor's liability in respect of its Note Guarantee could be reduced to zero.
After the Closing Date, SCG Holding will cause (1) each Domestic Subsidiary and
(2) each Foreign Subsidiary that enters into or has outstanding a Guarantee of
any other Indebtedness of SCG Holding or any Domestic Subsidiary, if the
aggregate principal amount of Indebtedness of SCG Holding and its Domestic
Subsidiaries Guaranteed by all Foreign Subsidiaries exceeds $25 million, to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiary will Guarantee payment of the exchange notes. See "--Indenture
Covenants--Future Note Guarantors" below.
Each Note Guarantor that makes a payment under its Note Guarantee will be
entitled to a contribution from each other Note Guarantor in an amount equal to
such other Note Guarantor's pro rata portion of such payment based on the
respective net assets of all Note Guarantors at the time of such payment, as
determined in accordance with GAAP.
The obligations of a Note Guarantor under its Note Guarantee are senior
subordinated obligations. As such, the rights of Holders to receive payment by a
Note Guarantor pursuant to its Note Guarantee will be subordinated in right of
payment to the rights of holders of Senior Indebtedness of such Note Guarantor.
The terms of the subordination provisions described above with respect to the
Issuers' obligations under the exchange notes apply equally to a Note Guarantor
and the obligations of such Note Guarantor under its Note Guarantee.
Each Note Guarantee is a continuing Guarantee and shall
(1) remain in full force and effect until payment in full of all the
Guaranteed Obligations or until released as described in the following
paragraph,
(2) be binding upon each Note Guarantor and its successors and
(3) inure to the benefit of, and be enforceable by, the Trustee, the Holders
and their successors, transferees and assigns. Each Note Guarantee will be a
guarantee of payment and not of collection.
A Note Guarantee as to any Note Guarantor shall terminate and be of no
further force or effect and such Note Guarantor will be deemed to be released
from all obligations under its Note Guarantee upon any of the following:
(1) the merger or consolidation of such Note Guarantor with or into any
Person other than SCG Holding or a Subsidiary or Affiliate of SCG Holding where
such Note Guarantor is not the surviving entity of such consolidation or merger;
(2) the sale or transfer by SCG Holding or any Subsidiary of SCG Holding of
the Capital Stock of such Note Guarantor (or by any other Person as a result of
a foreclosure of any Lien on such Capital Stock securing Senior Indebtedness),
where, after such sale or transfer, such Note Guarantor is no longer a
Subsidiary of SCG Holding, or
(3) the sale, conveyance or transfer of all or substantially all the assets
of such Note Guarantor to another Person other than SCG Holding or a Subsidiary
or Affiliate of SCG Holding; PROVIDED, HOWEVER, that each such merger,
consolidation, sale, conveyance or transfer by SCG Holding or such Subsidiary
shall comply with the covenants described under "--Merger and Consolidation" and
"--Indenture Covenants--Limitation on Sales of Assets and Subsidiary Stock." At
the request of SCG Holding, the Trustee shall execute and deliver an appropriate
instrument evidencing such release (in the form provided by SCG Holding).
Notwithstanding the foregoing, if the Credit Agreement so requires, any Note
Guarantor that has Guaranteed Indebtedness under the Credit Agreement and is
being released from its Guarantee thereunder will be simultaneously released
from its Note Guarantee hereunder unless an Event of Default has occurred and is
continuing.
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CHANGE OF CONTROL
Upon the occurrence of any of the following events (each a "Change of
Control"), each Holder will have the right to require the Issuers to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder's exchange notes at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated damages
thereon, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); PROVIDED, HOWEVER, that notwithstanding the occurrence
of a Change of Control, the Issuers are not obligated to repurchase the exchange
notes pursuant to this section in the event that they have exercised their right
to redeem all the exchange notes and initial notes as described under
"--Optional Redemption":
(1) (A) any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act), other than one or more Permitted Holders, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership"
of all shares that any such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 40% of the total voting power of the
Voting Stock of SCG Holding or Semiconductor Components, whether as a
result of issuance of securities of SCG Holding or Semiconductor
Components, any merger, consolidation, liquidation or dissolution of SCG
Holding or Semiconductor Components, any direct or indirect transfer of
securities by any Permitted Holder or otherwise, and
(B) the Permitted Holders "beneficially own" (as defined in clause (A)
above), directly or indirectly, in the aggregate a lesser percentage of
the total voting power of the Voting Stock of SCG Holding or
Semiconductor Components, than such other person and do not have the
right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of
SCG Holding or Semiconductor Components, as applicable;
(2) during any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors of
SCG Holding or the similar governing body of Semiconductor Components, as
the case may be (together with any new directors or members of such
governing body, as the case may be, whose election by such board of
directors of SCG Holding or governing body of Semiconductor Components,
as the case may be, or whose nomination for election by the shareholders
of SCG Holding or the members of Semiconductor Components, as the case
may be, was approved by a vote of a majority of the directors of
SCG Holding or a majority of the members of the governing body of
Semiconductor Components, as the case may be, then still in office who
were either directors or members of such governing body, as the case may
be, at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the board of directors of SCG Holding or a majority of the
members of the governing body of Semiconductor Components, as applicable,
then in office;
(3) the adoption of a plan relating to the liquidation or dissolution of
SCG Holding or Semiconductor Components (other than a plan with respect
to Semiconductor Components adopted solely for the purpose of
reorganizing Semiconductor Components as a corporation); or
(4) the merger or consolidation of SCG Holding or Semiconductor Components
with or into another Person or the merger of another Person with or into
SCG Holding or Semiconductor Components, or the sale of all or
substantially all the assets of SCG Holding or Semiconductor Components
to another Person (other than a Person that is controlled by the
Permitted Holders), and, in the case of any such merger or consolidation,
the securities of
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SCG Holding or Semiconductor Components that are outstanding immediately
prior to such transaction and which represent 100% of the aggregate
voting power of the Voting Stock of SCG Holding or Semiconductor
Components are changed into or exchanged for cash, securities or
property, unless pursuant to such transaction such securities are changed
into or exchanged for, in addition to any other consideration, securities
of the surviving Person or transferee or a Person controlling such
surviving Person or transferee that represent immediately after such
transaction, at least a majority of the aggregate voting power of the
Voting Stock of the surviving Person or transferee or a Person
controlling such surviving Person or transferee.
In the event that at the time of such Change of Control the terms of the
Bank Indebtedness restrict or prohibit the repurchase of exchange notes pursuant
to this covenant, then prior to the mailing of the notice to Holders provided
for in the immediately following paragraph but in any event within 30 days
following any Change of Control, Semiconductor Components shall:
(1) repay in full all Bank Indebtedness or offer to repay in full all
Bank Indebtedness and repay the Bank Indebtedness of each lender who
has accepted such offer, or
(2) obtain the requisite consent under the agreements governing the Bank
Indebtedness to permit the repurchase of the exchange notes as
provided for in the immediately following paragraph.
Within 30 days following any Change of Control, the Issuers shall mail a
notice to each Holder with a copy to the Trustee (the "Change of Control Offer")
stating:
(1) that a Change of Control has occurred and that such Holder has the
right to require the Issuers to purchase all or a portion (equal to
$1,000 or an integral multiple thereof) of such Holder's exchange
notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest on
the relevant interest payment date);
(2) the circumstances and relevant facts and financial information
regarding such Change of Control;
(3) the repurchase date (which shall be no earlier than 30 days (or such
shorter time period as may be permitted under applicable laws, rules
and regulations) nor later than 60 days from the date such notice is
mailed); and
(4) the instructions determined by the Issuers, consistent with this
covenant, that a Holder must follow in order to have its exchange
notes purchased.
The Issuers are not required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the Issuers and
purchases all exchange notes validly tendered and not withdrawn under such
Change of Control Offer.
The Issuers will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of exchange notes pursuant to this covenant.
To the extent that the provisions of any securities laws or regulations conflict
with provisions of the Indenture relating to Change of Control Offers, the
Issuers will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this covenant by virtue
thereof.
The Change of Control purchase feature is a result of negotiations between
the Issuers and the Initial Purchasers. The Issuers have no present intention to
engage in a transaction involving a Change of Control, although it is possible
that they would decide to do so in the future. Subject to the limitations
discussed below, the Issuers could, in the future, enter into transactions,
including
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acquisitions, refinancings or other recapitalizations, that would not constitute
a Change of Control under the Indenture, but that could increase the amount of
Indebtedness outstanding at such time or otherwise affect the Issuers' capital
structures or credit ratings. Restrictions on the ability of the Issuers to
Incur additional Indebtedness are contained in the covenants described under
"--Indenture Covenants--Limitation on Indebtedness." Such restrictions can only
be waived with the consent of the Holders of a majority in principal amount of
the exchange notes then outstanding. Except for the limitations contained in
such covenants, however, the Indenture does not contain any covenants or
provisions that may afford Holders protection in the event of a highly leveraged
transaction.
The occurrence of specified events which would constitute a Change of
Control would constitute a default under the Credit Agreement. Future Senior
Indebtedness of SCG Holding may contain similar restrictions, provisions or
prohibitions of events which would constitute a Change of Control or require
such Senior Indebtedness to be repurchased upon a Change of Control. Moreover,
the exercise by the Holders of their right to require the Issuers to repurchase
the exchange notes could cause a default under such Senior Indebtedness, even if
the Change of Control itself does not, due to the financial effect of such
repurchase on SCG Holding. Finally, the Issuers' ability to pay cash to the
Holders upon a repurchase may be limited by the Issuers' then existing financial
resources. There can be no assurance that the Issuers will have sufficient
assets to satisfy their repurchase obligation under the exchange notes. The
provisions under the Indenture relating to the Issuers' obligation to make an
offer to repurchase the exchange notes as a result of a Change of Control may be
waived or modified with the written consent of the Holders of a majority in
principal amount of the exchange notes and the initial notes taken together.
The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of SCG Holding or Semiconductor Components. Although there is a
developing body of case law interpreting the phrase "substantially all," there
is no precise established definition of the phrase under applicable law.
Accordingly, the ability of a Holder to require the Issuers to repurchase such
exchange notes as a result of a sale, lease, transfer, conveyance or other
disposition of less than all of the assets of SCG Holding or Semiconductor
Components taken as a whole to another Person or group may be uncertain.
INDENTURE COVENANTS
The Indenture contains covenants including, among others, the following:
LIMITATION ON INDEBTEDNESS. (a) SCG Holding will not, and will not permit
any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;
PROVIDED, HOWEVER, that SCG Holding, Semiconductor Components or any Note
Guarantor may Incur Indebtedness if on the date of such Incurrence and after
giving effect thereto the Consolidated Coverage Ratio would be greater than
2.25:1.
(b) Notwithstanding the foregoing paragraph (a), SCG Holding and, to the
extent specified, its Restricted Subsidiaries may Incur the following
Indebtedness:
(1) Bank Indebtedness of SCG Holding, Semiconductor Components or any
Note Guarantor and any Receivables Facility in an aggregate principal amount
not to exceed $1.025 billion less the aggregate amount of all prepayments of
principal applied to permanently reduce any such Indebtedness;
(2) Indebtedness in respect of a Receivables Facility in an aggregate
principal amount not to exceed the lesser of (A) the amount of all
prepayments of principal applied to permanently reduce Indebtedness under
clause (1) of this paragraph (b) and (B) $100 million;
(3) Indebtedness of SCG Holding owed to and held by any Restricted
Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by
SCG Holding or any other
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Restricted Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance
or transfer of any Capital Stock or any other event that results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of any such Indebtedness (except to SCG Holding or
another Restricted Subsidiary) shall be deemed, in each case, to constitute
the Incurrence of such Indebtedness by the issuer thereof, (B) if
SCG Holding or Semiconductor Components is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the prior payment in full in
cash of all obligations with respect to the exchange notes and the initial
notes and (C) if a Note Guarantor is the obligor, such Indebtedness is
subordinated in right of payment to the Note Guarantee and the Guarantee of
the initial notes of such Note Guarantor;
(4) Indebtedness represented by the Junior Subordinated Note, the
exchange notes, the initial notes, the Note Guarantees, the Guarantees of
the initial notes, and any replacement notes issued pursuant to the
Indenture;
(5) Indebtedness outstanding on the Closing Date (other than the
Indebtedness described in clause (2), (3) or (4) of this paragraph (b));
(6) Indebtedness consisting of Refinancing Indebtedness Incurred in
respect of any Indebtedness described in the foregoing paragraph (a) and in
clauses (4), (5), (6), (7), (10) and (13) of this paragraph (b);
(7) Indebtedness consisting of Guarantees of (A) any Indebtedness
permitted under paragraph (a), so long as the Person providing the Guarantee
is a Note Guarantor or (B) any Indebtedness permitted under this
paragraph (b);
(8) Indebtedness of SCG Holding or any of its Restricted Subsidiaries in
respect of worker's compensation claims, self-insurance obligations,
performance bonds, bankers' acceptances, letters of credit, surety, appeal
or similar bonds and completion guarantees provided by SCG Holding and the
Restricted Subsidiaries in the ordinary course of their business; PROVIDED,
HOWEVER, that upon the drawing of letters of credit for reimbursement
obligations, including with respect to workers' compensation claims, or the
Incurrence of other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims, such obligations are
reimbursed within 30 days following such drawing or Incurrence;
(9) Indebtedness under Interest Rate Agreements and Currency Agreements
entered into for bona fide hedging purposes of SCG Holding in the ordinary
course of business;
(10) Purchase Money Indebtedness, mortgage financings and Capitalized
Lease Obligations, in each case Incurred by SCG Holding, Semiconductor
Components or any Restricted Subsidiary for the purpose of financing all or
any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in a Permitted Business, and in an
aggregate principal amount not in excess of $25 million at any one time
outstanding.
(11) Indebtedness of SCG Holding or any of its Restricted Subsidiaries
arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course
of business; PROVIDED, HOWEVER, that such Indebtedness is extinguished
within five business days of Incurrence;
(12) Indebtedness arising from agreements of SCG Holding or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred or assumed in connection with
the disposition of any business, assets or Capital Stock of SCG Holding or
any Restricted Subsidiary; PROVIDED that (A) the maximum aggregate liability
in respect of all such Indebtedness shall at no time exceed the gross
proceeds actually received by SCG Holding and its Subsidiaries in connection
with such disposition and (B) such Indebtedness is not reflected in the
balance sheet of SCG Holding or any Restricted Subsidiary
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(contingent obligations referred to in a footnote to financial statements
and not otherwise reflected on the balance sheet will not be deemed to be
reflected on such balance sheet for purposes of this clause (B));
(13) Indebtedness of SCG Holding or any of its Restricted Subsidiaries
that is Acquired Debt in an aggregate principal amount at any time
outstanding not to exceed $25 million; or
(14) Indebtedness (other than Indebtedness permitted to be Incurred
pursuant to the foregoing paragraph (a) or any other clause of this
paragraph (b)) of SCG Holding or any Restricted Subsidiary in an aggregate
principal amount (or accreted value, as applicable) on the date of
Incurrence that, when added to all other Indebtedness Incurred pursuant to
this clause (14) and then outstanding, shall not exceed $50 million, of
which up to $25 million may be Incurred by Restricted Subsidiaries that are
not Note Guarantors.
(c) Notwithstanding the foregoing, neither SCG Holding nor Semiconductor
Components may Incur any Indebtedness pursuant to paragraph (b) above if the
proceeds thereof are used, directly or indirectly, to repay, prepay, redeem,
defease, retire, refund or refinance any Subordinated Obligations of such Person
in reliance on clause (2) of paragraph (b) of the covenant described under
"--Limitation on Restricted Payments" unless such Indebtedness will be
subordinated to the exchange notes and the initial notes to at least the same
extent as such Subordinated Obligations. Neither SCG Holding nor Semiconductor
Components may Incur any Indebtedness if such Indebtedness is subordinated or
junior in right of payment to any Senior Indebtedness unless such Indebtedness
is Senior Subordinated Indebtedness or is expressly subordinated in right of
payment to Senior Subordinated Indebtedness. In addition, neither SCG Holding
nor Semiconductor Components may Incur any Secured Indebtedness that is not
Senior Indebtedness unless contemporaneously therewith effective provision is
made to secure the exchange notes and the initial notes equally and ratably with
(or on a senior basis to, in the case of Indebtedness subordinated in right of
payment to the exchange notes and the initial notes) such Secured Indebtedness
for so long as such Secured Indebtedness is secured by a Lien. A Note Guarantor
may not Incur any Indebtedness if such Indebtedness is by its terms expressly
subordinated or junior in right of payment ranking in any respect to any Senior
Indebtedness of such Note Guarantor unless such Indebtedness is Senior
Subordinated Indebtedness of such Note Guarantor or is expressly subordinated in
right of payment to Senior Subordinated Indebtedness of such Note Guarantor. In
addition, a Note Guarantor shall not Incur any Secured Indebtedness that is not
Senior Indebtedness of such Note Guarantor unless contemporaneously therewith
effective provision is made to secure the Note Guarantee and the Guarantee of
the initial notes of such Note Guarantor equally and ratably with (or on a
senior basis to, in the case of Indebtedness subordinated in right of payment to
such Note Guarantee) such Secured Indebtedness for as long as such Secured
Indebtedness is secured by a Lien.
(d) Notwithstanding any other provision of this covenant, the maximum amount
of Indebtedness that SCG Holding or any Restricted Subsidiary may Incur pursuant
to this covenant shall not be deemed to be exceeded solely as a result of
fluctuations in the exchange rates of currencies. For purposes of determining
compliance with this covenant:
(1) Indebtedness Incurred pursuant to the Credit Agreement prior to or
on the Closing Date shall be treated as Incurred pursuant to clause (1) of
paragraph (b) above,
(2) Indebtedness permitted by this covenant need not be permitted solely
by reference to one provision permitting such Indebtedness but may be
permitted in part by one such provision and in part by one or more other
provisions of this covenant permitting such Indebtedness,
(3) in the event that Indebtedness meets the criteria of more than one
of the types of Indebtedness described in this covenant, SCG Holding, in its
sole discretion, shall classify such
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Indebtedness and only be required to include the amount of such Indebtedness
in one of such clauses, and
(4) the aggregate amount of any Indebtedness Guaranteed pursuant to
clause (7) of paragraph (b) will be included in the calculation of
Indebtedness but the corresponding amount of the Guarantee will not be so
included.
(e) Accrual of interest, the accretion of accreted value and the payment of
interest in the form of additional Indebtedness will not be deemed to be an
Incurrence of Indebtedness for purposes of this covenant.
(f) For purposes of determining compliance with any U.S. dollar-denominated
restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was Incurred, in the case of term debt, or first committed, in
the case of revolving credit debt; PROVIDED, that (1) the U.S. dollar-equivalent
principal amount of any such Indebtedness outstanding or committed on the
Closing Date shall be calculated based on the relevant currency exchange rate in
effect on August 1, 1999, and (2) if such Indebtedness is Incurred to Refinance
other Indebtedness denominated in a foreign currency, and such Refinancing would
cause the applicable U.S. dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such
Refinancing, such U.S. dollar-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such Refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being
Refinanced. The principal amount of any Indebtedness Incurred to Refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being
Refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such Refinancing.
(g) SCG Holding will not, and will not permit Semiconductor Components to,
make any amendment to the Junior Subordinated Note which (1) makes the Junior
Subordinated Note subordinated in right of payment to the exchange notes and the
initial notes to a lesser extent than on the Closing Date or (2) results or
could result in any cash payment of principal, premium or interest in respect of
the Junior Subordinated Note becoming due at any time prior to the date such
payment would have been required in accordance with the terms of the Junior
Subordinated Note as in effect on the Closing Date.
LIMITATION ON RESTRICTED PAYMENTS. (a) SCG Holding will not, and will not
permit any Restricted Subsidiary, directly or indirectly, to:
(1) declare or pay any dividend or make any distribution on or in
respect of SCG Holding's or any Restricted Subsidiary's Capital Stock
(including any payment in connection with any merger or consolidation
involving SCG Holding) or similar payment to the direct or indirect holders
of its Capital Stock except dividends or distributions payable solely in its
Capital Stock (other than Disqualified Stock) and except dividends or
distributions payable to SCG Holding or another Restricted Subsidiary (and,
if such Restricted Subsidiary has shareholders other than SCG Holding or
other Restricted Subsidiaries, to its other shareholders on a pro rata
basis),
(2) purchase, redeem, retire or otherwise acquire for value any Capital
Stock of SCG Holding or any Restricted Subsidiary held by Persons other than
SCG Holding or another Restricted Subsidiary, other than the making of a
Permitted Investment,
(3) purchase, repurchase, redeem, defease or otherwise acquire or retire
for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment any Subordinated Obligations (other than the purchase,
repurchase or other acquisition of Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of
acquisition),
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(4) make any Investment (other than a Permitted Investment) in any
Person, or
(5) make or pay any interest or other distribution on the Junior
Subordinated Note except interest or other distributions payable solely in
Capital Stock (other than Disqualified Stock) or additional Junior
Subordinated Notes,
(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Investment described in and not excluded from
clauses (1) through (5) being herein referred to as a "Restricted Payment"),
if at the time SCG Holding or such Restricted Subsidiary makes such
Restricted Payment:
(A) a Default will have occurred and be continuing (or would result
therefrom);
(B) SCG Holding could not Incur at least $1.00 of additional
Indebtedness under paragraph (a) of the covenant described under
"--Limitation on Indebtedness"; or
(C) the aggregate amount of such Restricted Payment and all other
Restricted Payments (the amount so expended, if other than in cash, to be
determined in good faith by the Board of Directors, whose determination
will be conclusive and evidenced by a resolution of the Board of
Directors) declared or made subsequent to the Closing Date would exceed
the sum of (without duplication):
(i) 50% of the Consolidated Net Income accrued during the period
(treated as one accounting period) from the beginning of the fiscal
quarter immediately following the fiscal quarter during which the
Closing Date occurs to the end of the most recent fiscal quarter for
which internal financial statements are available ending prior to the
date of such Restricted Payment (or, in case such Consolidated Net
Income will be a deficit, minus 100% of such deficit);
(ii) the aggregate Qualified Proceeds received by SCG Holding
from the issue or sale of its Capital Stock (other than Disqualified
Stock) subsequent to the Closing Date (other than an issuance or sale
to (x) a Subsidiary of SCG Holding or (y) an employee stock ownership
plan or other trust established by SCG Holding or any of its
Subsidiaries for the benefit of its employees to the extent that the
purchase by such plan or trust is financed by Indebtedness of such
plan or trust owed to SCG Holding or any of its Subsidiaries or
Indebtedness Guaranteed by SCG Holding or any of its Subsidiaries);
(iii) 100% of the aggregate Qualified Proceeds received by
SCG Holding from the issuance or sale of debt securities of
SCG Holding or Disqualified Stock of SCG Holding that after the
Closing Date have been converted into or exchanged for Capital Stock
(other than Disqualified Stock) of SCG Holding (other than an
issuance or sale to a Subsidiary of SCG Holding or an employee stock
ownership plan or other trust established by SCG Holding or any of
its Subsidiaries for the benefit of its employees to the extent that
the purchase by such plan or trust is financed by Indebtedness of
such plan or trust owed to SCG Holding or any of its Subsidiaries or
Indebtedness Guaranteed by SCG Holding or any of its Subsidiaries
(less the amount of any cash or the Fair Market Value of any property
distributed by SCG Holding or any Restricted Subsidiary upon such
conversion or exchange); PROVIDED, HOWEVER, that no amount will be
included in this clause (iii) to the extent it is already included in
Consolidated Net Income;
(iv) in the case of any Investment by SCG Holding or any
Restricted Subsidiary (other than any Permitted Investment) made
after the Closing Date, the disposition of such Investment by, or
repayment of such Investment to, SCG Holding or a Restricted
Subsidiary or the receipt by SCG Holding or any Restricted Subsidiary
of any dividends or distributions from such Investment, an aggregate
amount equal to the lesser
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of (x) the aggregate amount of such Investment treated as a
Restricted Payment pursuant to clause (4) above and (y) the aggregate
amount in cash received by SCG Holding or any Restricted Subsidiary
upon such disposition, repayment, dividend or distribution; PROVIDED,
HOWEVER, that no amount will be included in this clause (iv) to the
extent it is already included in Consolidated Net Income;
(v) in the event SCG Holding or any Restricted Subsidiary makes
any Investment in a Person that, as a result of or in connection with
such Investment, becomes a Restricted Subsidiary, an amount equal to
SCG Holding's or any Restricted Subsidiary's existing Investment in
such Person that was previously treated as a Restricted Payment
pursuant to clause (4) above; PROVIDED, HOWEVER, that such Person is
engaged in a Permitted Business; and
(vi) the amount equal to the sum of (x) the net reduction in
Investments in Unrestricted Subsidiaries resulting from payments of
dividends, repayments of the principal of loans or advances or other
transfers of assets to SCG Holding or any Restricted Subsidiary from
Unrestricted Subsidiaries and (y) the portion (proportionate to
SCG Holding's equity interest in such Subsidiary) of the Fair Market
Value of the net assets of an Unrestricted Subsidiary at the time
such Unrestricted Subsidiary is redesignated a Restricted Subsidiary;
PROVIDED, HOWEVER, that the foregoing sum shall not exceed, in the
case of any Unrestricted Subsidiary, the amount of Investments
previously made by SCG Holding or any Restricted Subsidiary in such
Unrestricted Subsidiary and treated as a Restricted Payment pursuant
to clause (4) above.
(b) The provisions of the foregoing paragraph (a) will not prohibit:
(1) any purchase, repurchase, redemption or other acquisition or
retirement for value of Capital Stock of SCG Holding or any Restricted
Subsidiary made by exchange for, or out of the proceeds of the substantially
concurrent sale of, other Capital Stock of SCG Holding (other than
Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of SCG Holding or an employee stock ownership plan or other trust
established by SCG Holding or any of its Subsidiaries for the benefit of its
employees to the extent that the purchase by such plan or trust is financed
by Indebtedness of such plan or trust owed to SCG Holding or any of its
Subsidiaries or Indebtedness Guaranteed by SCG Holding or any of its
Subsidiaries); PROVIDED, HOWEVER, that:
(A) such Restricted Payment will be excluded from the calculation of
the amount of Restricted Payments, and
(B) the Net Cash Proceeds from such sale applied in the manner set
forth in this clause (1) will be excluded from the calculation of amounts
under clause (C)(ii) of paragraph (a) above;
(2) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations of
SCG Holding or any Restricted Subsidiary, other than the Junior Subordinated
Note, made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Indebtedness that is permitted to be Incurred pursuant
to paragraph (b) of the covenant described under "--Limitation on
Indebtedness"; PROVIDED, HOWEVER, that such purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value will be
excluded from the calculation of the amount of Restricted Payments;
(3) the repurchase, redemption or other acquisition or retirement for
value of Disqualified Stock of SCG Holding or any Restricted Subsidiary made
by exchange for, or out of the proceeds of the substantially concurrent sale
of, Disqualified Stock of SCG Holding or any Restricted Subsidiary that is
permitted to be Incurred pursuant to the covenant described under
"--Limitation on Indebtedness"; PROVIDED, HOWEVER, that such repurchase,
redemption or other
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acquisition or retirement for value will be excluded from the calculation of
the amount of Restricted Payments;
(4) any purchase or redemption of Subordinated Obligations from Net
Available Cash to the extent permitted by the covenant described under
"--Limitation on Sales of Assets and Subsidiary Stock"; PROVIDED, HOWEVER,
that such purchase or redemption will be excluded from the calculation of
the amount of Restricted Payments;
(5) upon the occurrence of a Change of Control and within 60 days after
the completion of the offer to repurchase the exchange notes pursuant to the
covenant described under "Change of Control" above (including the purchase
of the exchange notes tendered), any purchase or redemption of Subordinated
Obligations required pursuant to the terms thereof as a result of such
Change of Control at a purchase or redemption price not to exceed the
outstanding principal amount thereof, plus any accrued and unpaid interest;
PROVIDED, HOWEVER, that (A) at the time of such purchase, no Default or
Event of Default shall have occurred and be continuing (or would result
therefrom), (B) SCG Holding would be able to Incur at least $1.00 of
additional Indebtedness under paragraph (a) of the covenant described under
"--Limitation on Indebtedness" above after giving pro forma effect to such
Restricted Payment and (C) such purchase or redemption will be included in
the calculation of the amount of Restricted Payments;
(6) dividends paid within 60 days after the date of declaration thereof
if at such date of declaration such dividend would have complied with this
covenant; PROVIDED, HOWEVER, that such dividend will be included in the
calculation of the amount of Restricted Payments (without duplication for
declaration);
(7) the repurchase, redemption or other acquisition or retirement for
value of Capital Stock of SCG Holding or any of its Subsidiaries from
employees, former employees, directors or former directors of SCG Holding or
any of its Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors), pursuant to the terms of
agreements (including employment agreements) or plans (or amendments
thereto) approved by the Board of Directors under which such individuals
purchase or sell or are granted the option to purchase or sell, shares of
such Capital Stock; PROVIDED, HOWEVER, that the aggregate amount of such
repurchases shall not exceed $2 million in any calendar year; PROVIDED
FURTHER, HOWEVER, that such repurchases, redemptions and other acquisitions
or retirements for value will be excluded from the calculation of the amount
of Restricted Payments;
(8) the declaration and payment of any dividend (or the making of any
similar distribution or redemption) to the holders of any class or series of
Disqualified Stock of SCG Holding, or Semiconductor Components or a Note
Guarantor issued or Incurred after the Closing Date in accordance with the
covenant described under "--Limitation on Indebtedness"; PROVIDED that no
Default or Event of Default shall have occurred and be continuing
immediately after making such declaration or payment; and PROVIDED, FURTHER,
that such payment will be excluded from the calculation of the amount of
Restricted Payments; and PROVIDED FURTHER that under no circumstances shall
this clause (8) allow the payment of any dividend (or the making of any
similar distribution or redemption) to the holders of any SCG Holding
Preferred Stock;
(9) cash payments in lieu of fractional shares issuable as dividends on
Preferred Stock of SCG Holding or any of its Restricted Subsidiaries;
PROVIDED that such cash payments shall not exceed $20,000 in the aggregate
in any twelve-month period and no Default or Event of Default shall have
occurred and be continuing immediately after such cash payments; and
PROVIDED, FURTHER, that such cash payments will be excluded from the
calculation of the amount of Restricted Payments;
(10) specified payments made in connection with our recapitalization and
the related transactions; or
(11) other Restricted Payments in an aggregate amount not to exceed
$20 million.
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LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. SCG Holding will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to SCG Holding or any
of its Restricted Subsidiaries;
(2) make any loans or advances to SCG Holding or any of its Restricted
Subsidiaries; or
(3) transfer any of its property or assets to SCG Holding or any of its
Restricted Subsidiaries, except:
(A) any encumbrance or restriction pursuant to applicable law,
regulation, order or an agreement in effect at or entered into on
the Closing Date;
(B) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness
Incurred by such Restricted Subsidiary prior to the date on which
such Restricted Subsidiary was acquired by SCG Holding (other
than Indebtedness Incurred as consideration in, in contemplation
of, or to provide all or any portion of the funds or credit
support utilized to consummate the transaction or series of
related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was otherwise acquired by SCG
Holding) and outstanding on such date;
(C) any encumbrance or restriction pursuant to an agreement effecting
a Refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (A) or (B) of this covenant or this
clause (C) or contained in any amendment to an agreement referred
to in clause (A) or (B) of this covenant or this clause (C);
PROVIDED, HOWEVER, that the encumbrances and restrictions
contained in any agreement or amendment relating to such
Refinancing are no less favorable to the Holders than the
encumbrances and restrictions contained in the agreements
relating to the Indebtedness so Refinanced;
(D) any encumbrance or restriction
(i) that restricts in a customary manner the subletting, assignment
or transfer of any property or asset that is subject to a
lease, license or similar contract, or
(ii) that is contained in security agreements securing Indebtedness
of a Restricted Subsidiary to the extent such encumbrance or
restriction restricts the transfer of the property subject to
such security agreements;
(E) with respect to a Restricted Subsidiary, any restriction imposed
pursuant to an agreement entered into for the sale or disposition
of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or
disposition;
(F) contracts for the sale of assets containing customary
restrictions with respect to a Subsidiary pursuant to an
agreement that has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of
such Subsidiary;
(G) agreements for the sale of assets containing customary
restrictions with respect to such assets;
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(H) restrictions relating to the common stock of Unrestricted
Subsidiaries or Persons other than Subsidiaries;
(I) encumbrances or restrictions existing under or by reason of
provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar
agreements entered into in the ordinary course of business;
(J) encumbrances or restrictions existing under or by reason of
restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business; and
(K) any encumbrance or restriction existing under or by reason of a
Receivables Facility or other contractual requirements of a
Receivables Facility permitted pursuant to the covenant described
under "--Limitation on Indebtedness"; PROVIDED that such
restrictions apply only to such Receivables Facility.
LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. (a) SCG Holding will
not, and will not permit any Restricted Subsidiary to, make any Asset
Disposition unless:
(1) SCG Holding or such Restricted Subsidiary, as the case may be,
receives consideration (including by way of relief from, or by any
other Person assuming sole responsibility for, any liabilities,
contingent or otherwise) at the time of such Asset Disposition at
least equal to the Fair Market Value of the shares and assets subject
to such Asset Disposition,
(2) at least 80% of the consideration thereof received by SCG Holding or
such Restricted Subsidiary is in the form of cash, Temporary Cash
Investments or other Qualified Proceeds (PROVIDED that the aggregate
Fair Market Value of Qualified Proceeds (other than cash and
Temporary Cash Investments) shall not exceed $10 million since the
Closing Date) and
(3) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by SCG Holding (or such Restricted Subsidiary,
as the case may be)
(A) FIRST, (x) to the extent SCG Holding elects (or is required by
the terms of any Indebtedness), to prepay, repay, redeem or
purchase Senior Indebtedness of SCG Holding or Indebtedness
(other than any Disqualified Stock) of a Wholly Owned Subsidiary
(in each case other than Indebtedness owed to SCG Holding or an
Affiliate of SCG Holding and other than Preferred Stock) or
(y) to the extent SCG Holding or such Restricted Subsidiary
elects, to acquire Additional Assets (including by means of an
Investment in Additional Assets by a Restricted Subsidiary with
Net Available Cash received by SCG Holding or another Restricted
Subsidiary), in each case, within one year from the later of such
Asset Disposition or the receipt of such Net Available Cash;
PROVIDED, HOWEVER, that pending the final application of any such
Net Available Cash under clause (A), SCG Holding or such
Restricted Subsidiary may temporarily reduce amounts available
under revolving credit facilities or invest such Net Available
Cash in Temporary Cash Investments,
(B) SECOND, to the extent of the balance of such Net Available Cash
after application in accordance with clause (A), to make an Offer
(as defined below) to purchase exchange notes pursuant to and
subject to the conditions set forth in paragraph (b) of this
covenant; PROVIDED, HOWEVER, that if SCG Holding elects (or is
required by the terms of any other Senior Subordinated
Indebtedness), such Offer
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may be made ratably to purchase the exchange notes and other
Senior Subordinated Indebtedness of SCG Holding, and
(C) THIRD, to the extent of the balance of such Net Available Cash
after application in accordance with clauses (A) and (B), for
general corporate purposes;
PROVIDED, HOWEVER that in connection with any prepayment, repayment or
purchase of Indebtedness pursuant to clause (A), (B) or (C) above, SCG
Holding or such Restricted Subsidiary will retire such Indebtedness and
will cause the related loan commitment (if any) to be permanently reduced
in an amount equal to the principal amount so prepaid, repaid or
purchased.
Notwithstanding the foregoing provisions of this covenant, SCG Holding and
the Restricted Subsidiaries will not be required to apply any Net Available Cash
in accordance with this covenant except to the extent that the aggregate Net
Available Cash from all Asset Dispositions that is not applied in accordance
with this covenant exceeds $10 million.
For the purposes of clause (2) above of this covenant only, the
following are deemed to be cash:
- the assumption of any liabilities (as shown on SCG Holding's or a
Restricted Subsidiary's most recent balance sheet) of SCG Holding or
any such Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the exchange notes
or any Note Guarantee) pursuant to a customary novation agreement that
releases SCG Holding or such Restricted Subsidiary from further
liability in connection with such Asset Disposition and
- any securities or other obligations received by SCG Holding or any
Restricted Subsidiary from the transferee that are converted within
90 days of receipt by SCG Holding or such Restricted Subsidiary into
cash.
(b) In the event of an Asset Disposition that requires the purchase of
exchange notes (and other Senior Subordinated Indebtedness) pursuant to
clause (a)(3)(C) of this covenant, SCG Holding will be required to
purchase exchange notes (and other Senior Subordinated Indebtedness)
tendered pursuant to an offer by SCG Holding to Holders for the exchange
notes (and other Senior Subordinated Indebtedness) (the "Offer") at a
purchase price of 100% of their principal amount (without premium) plus
accrued and unpaid interest (or, in respect of such other Senior
Subordinated Indebtedness, such lesser price, if any, as may be provided
for pursuant to the terms thereof), to the date of purchase (subject to
the right of Holders of record on the relevant date to receive interest
due on the relevant interest payment date) in accordance with the
procedures (including prorating in the event of oversubscription), set
forth in the Indenture. If the aggregate purchase price of exchange notes
(and other Senior Subordinated Indebtedness) tendered pursuant to the
Offer is less than the Net Available Cash allotted to the purchase of the
exchange notes (and other Senior Subordinated Indebtedness), SCG Holding
will apply the remaining Net Available Cash in accordance with
clause (a)(3)(C) of this covenant. SCG Holding will not be required to
make an Offer for exchange notes (and other Senior Subordinated
Indebtedness) pursuant to this covenant if the Net Available Cash
available therefor (after application of the proceeds as provided in
clauses (a)(3)(A) and (B)) is less than $10 million for any particular
Asset Disposition (which lesser amount will be carried forward for
purposes of determining whether an Offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition).
(c) SCG Holding will comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the
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repurchase of exchange notes pursuant to this covenant. To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this covenant, SCG Holding will comply with the applicable
securities laws and regulations and will not be deemed to have breached
its obligations under this covenant by virtue thereof.
LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a) SCG Holding will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, enter into
or conduct any transaction (including the purchase, sale, lease or exchange of
any property or the rendering of any service) with any Affiliate of SCG Holding
unless such transaction is on terms:
(1) that are no less favorable (other than in immaterial respects) to SCG
Holding or such Restricted Subsidiary, as the case may be, than those
that could be obtained at the time of such transaction in comparable
arm's-length dealings with a Person who is not such an Affiliate,
(2) that, in the event such Affiliate Transaction involves an aggregate
amount in excess of $5 million,
(A) are set forth in writing, and
(B) have been approved by a majority of the members of the Board of
Directors having no personal stake in such Affiliate Transaction and,
(3) that, in the event such Affiliate Transaction involves an amount in
excess of $15 million, have been determined by a nationally recognized
appraisal or investment banking firm to be fair, from a financial
standpoint, to SCG Holding and its Restricted Subsidiaries.
(b) The provisions of the foregoing paragraph (a) will not prohibit:
(1) any Restricted Payment permitted to be paid pursuant to the covenant
described under "--Limitation on Restricted Payments,"
(2) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment
arrangements, stock options and stock ownership plans approved by the
Board of Directors,
(3) the grant of stock options or similar rights to officers, employees,
consultants and directors of SCG Holding pursuant to plans approved by
the Board of Directors and the payment of amounts or the issuance of
securities pursuant thereto,
(4) loans or advances to employees in the ordinary course of business
consistent with prudent business practice, but in any event not to exceed
$5 million in the aggregate outstanding at any one time,
(5) the payment of reasonable fees, compensation or employee benefit
arrangements to and any indemnity provided for the benefit of directors,
officers, consultants or employees of SCG Holding or any Restricted
Subsidiary in the ordinary course of business,
(6) any transaction between SCG Holding and a Restricted Subsidiary or
between Restricted Subsidiaries (the joint venture Semiconductor
Miniature Products, which is discussed in "Business--Joint Ventures,"
being deemed a Restricted Subsidiary solely for purposes of this
clause (6) so long as SCG Holding continues to own, directly or
indirectly, at least 40% of its Voting Stock),
(7) payment of fees and expenses to Texas Pacific Group or its Affiliates in
connection with our recapitalization and the related transactions on the
terms described in this prospectus,
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(8) the payment of management, consulting and advisory fees to Texas Pacific
Group or its Affiliates made pursuant to any financial advisory,
financing, underwriting or placement agreement or in respect of other
investment banking activities, including, without limitation, in
connection with acquisitions or divestitures, in an amount not to exceed
$2 million in any calendar year and any related out-of-pocket expenses,
(9) the agreements we entered into with Motorola and its Affiliates in
connection with our recapitalization as in effect on the Closing Date and
on the terms described in this prospectus or any amendment or
modification thereto or replacement thereof so long as any such
amendment, modification or replacement thereof is not more
disadvantageous to the Holders in any material respect than the related
agreement as in effect on the Closing Date,
(10) transactions with customers, suppliers, contractors, joint venture
partners or purchasers or sellers of goods or services, in each case
which are in the ordinary course of business (including, without
limitation, pursuant to joint venture agreements) and otherwise in
compliance with the terms of the Indenture, and which are fair to SCG
Holding or its Restricted Subsidiaries, as applicable, in the reasonable
determination of the Board of Directors or the senior management of SCG
Holding or its Restricted Subsidiaries, as applicable or are on terms at
least as favorable as might reasonably have been obtained at such time
from an unaffiliated party, or
(11) any transaction effected in connection with a Receivables Facility
permitted under the covenant "--Limitations on Indebtedness."
LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. SCG Holding will not sell or otherwise dispose of any shares of
Capital Stock of a Restricted Subsidiary, and will not permit any Restricted
Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any
shares of its Capital Stock except:
(1) to SCG Holding or another Restricted Subsidiary;
(2) if, immediately after giving effect to such issuance, sale or other
disposition, neither SCG Holding nor any of its Restricted Subsidiaries
own any Capital Stock of such Restricted Subsidiary;
(3) if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would no longer constitute a Restricted Subsidiary
and any Investment in such Person remaining after giving effect thereto
would have been permitted to be made under the covenant described under
"--Limitation on Restricted Payments" if made on the date of such
issuance, sale or other disposition;
(4) directors' qualifying shares or shares required by applicable law to be
held by a Person other than SCG Holding or a Restricted Subsidiary; or
(5) in the case of a Restricted Subsidiary other than a wholly owned
Restricted Subsidiary, the issuance by that Restricted Subsidiary of
Capital Stock on a PRO RATA basis to SCG Holding and its Restricted
Subsidiaries, on the one hand, and minority shareholders of the
Restricted Subsidiary, on the other hand (or on less than a PRO RATA
basis to any minority shareholder if the minority holder does not acquire
its PRO RATA amount), so long as SCG Holding or another Restricted
Subsidiary owns and controls at least the same percentage of the Voting
Stock of, and economic interest in, such Restricted Subsidiary as prior
to such issuance.
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The cash proceeds of any sale of Capital Stock permitted under clauses
(2) and (3) will be treated as Net Available Cash from an Asset Disposition and
must be applied in accordance with the terms of the covenant described under
"--Limitation on Sales of Assets and Subsidiary Stock."
COMMISSION REPORTS. SCG Holding will provide the Trustee, within 15 days
after it files them with the SEC, copies of its annual report and the
information, documents and other reports that are specified in Sections 13 and
15(d) of the Exchange Act. In addition, following a Public Equity Offering, SCG
Holding shall furnish to the Trustee, promptly upon their becoming available,
copies of the annual report to shareholders and any other information provided
by SCG Holding to its public shareholders generally. SCG Holding also will
comply with the other provisions of Section 314(a) of the TIA.
FUTURE NOTE GUARANTORS. SCG Holding will cause (1) each Domestic Subsidiary
and (2) each Foreign Subsidiary that enters into or has outstanding a Guarantee
of any other Indebtedness of SCG Holding or any Domestic Subsidiary, if the
aggregate principal amount of Indebtedness of SCG Holding and its Domestic
Subsidiaries Guaranteed by all Foreign Subsidiaries exceeds $25 million, to
become a Note Guarantor, and, if applicable, execute and deliver to the Trustee
a supplemental indenture in the form set forth in the Indenture pursuant to
which such Subsidiary will Guarantee payment of the exchange notes. Each Note
Guarantee will be limited to an amount not to exceed the maximum amount that can
be Guaranteed by that Note Guarantor, without rendering the Note Guarantee, as
it relates to such Note Guarantor voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.
LIMITATION ON LINES OF BUSINESS. SCG Holding will not, and will not permit
any Restricted Subsidiary (other than a Receivables Subsidiary) to, engage in
any business, other than a Permitted Business.
MERGER AND CONSOLIDATION
(a) SCG Holding and Semiconductor Components each will not consolidate with
or merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person, unless:
(1) the resulting, surviving or transferee Person (the "Successor
Company") will be a corporation or, subject to the proviso below, a
partnership or limited liability company, in each case organized and
existing under the laws of the United States of America, any State thereof
or the District of Columbia, and the Successor Company (if not SCG Holding
or Semiconductor Components, as the case may be) will expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of SCG Holding
or Semiconductor Components, as the case may be, under the exchange notes
and the Indenture; PROVIDED, HOWEVER, that at all times, at least one Issuer
must be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia;
(2) immediately after giving effect to such transaction (and treating
any Indebtedness which becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been
Incurred by the Successor Company or such Restricted Subsidiary at the time
of such transaction), no Default shall have occurred and be continuing;
(3) immediately after giving effect to such transaction, the Successor
Company would be able to Incur at least $1.00 of additional Indebtedness
under paragraph (a) of the covenant described under "--Indenture
Covenants--Limitation on Indebtedness"; and
(4) SCG Holding shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with the
Indenture.
The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, SCG Holding or Semiconductor Components, as
the case may be, under the Indenture.
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(b) In addition, SCG Holding will not permit any Note Guarantor to
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its assets to any Person unless:
(1) in the case of any Note Guarantor that is a Domestic Subsidiary, the
resulting, surviving or transferee Person will be a corporation, partnership
or limited liability company organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia, and
such Person (if not such Note Guarantor) will expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of such Note Guarantor
under its Note Guarantee;
(2) immediately after giving effect to such transaction (and treating
any Indebtedness which becomes an obligation of the resulting, surviving or
transferee Person as a result of such transaction as having been Incurred by
such Person at the time of such transaction), no Default shall have occurred
and be continuing; and
(3) SCG Holding will have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with the
Indenture;
PROVIDED, HOWEVER, that the foregoing shall not apply to any such
consolidation or merger with or into, or conveyance, transfer or lease to, any
Person if the resulting, surviving or transferee Person will not be a Subsidiary
of SCG Holding and the other terms of the Indenture, including the covenant
described under "--Indenture Covenants--Limitations on Sales of Assets and
Subsidiary Stock," are complied with.
(c) Notwithstanding the foregoing:
(1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to SCG Holding or
Semiconductor Components;
(2) SCG Holding may merge with an Affiliate incorporated or organized
solely for the purpose of reincorporating or reorganizing SCG Holding in
another jurisdiction to realize tax or other benefits;
(3) nothing in the indenture limits any conveyance, transfer or lease of
assets between or among any of SCG Holding, Semiconductor Components and the
Note Guarantors; and
(4) the foregoing clause 3 of paragraph (a) above does not prohibit
(A) a merger between SCG Holding and a Person that owns all of the Capital
Stock of SCG Holding created solely for the purpose of holding the Capital
Stock of SCG Holding or (B) a merger between Semiconductor Components and a
Person that owns all of the Capital Stock of Semiconductor Components
created solely for the purpose of holding the Capital Stock of Semiconductor
Components; PROVIDED, HOWEVER, that the other terms of paragraph (a) above
are complied with.
DEFAULTS
Each of the following is an Event of Default:
(1) a default in any payment of interest on any exchange note or initial
note or in any payment of liquidated damages with respect thereto, whether
or not prohibited by the provisions described under "--Ranking" above,
continued for 30 days,
(2) a default in the payment of principal of any exchange note or
initial note when due and payable at its Stated Maturity, upon required
redemption or repurchase, upon declaration or otherwise, whether or not such
payment is prohibited by the provisions described under "--Ranking" above,
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(3) the failure by SCG Holding, Semiconductor Components or any Note
Guarantor to comply with its obligations under the covenant described under
"--Merger and Consolidation" above,
(4) the failure by SCG Holding, Semiconductor Components or any Note
Guarantor to comply for 30 days after notice with any of their obligations
under the covenants described under "--Change of Control" or "--Indenture
Covenants" above (in each case, other than a failure to purchase Notes),
(5) the failure by SCG Holding, Semiconductor Components or any Note
Guarantor to comply for 60 days after notice with its other agreements
contained in the Notes or the Indenture,
(6) the failure by SCG Holding or any Restricted Subsidiary to pay any
Indebtedness within any applicable grace period after final maturity or the
acceleration of any such Indebtedness by the holders thereof because of a
default if the total amount of such Indebtedness unpaid or accelerated
exceeds $25 million or its foreign currency equivalent (the "cross
acceleration provision") and such failure continues for 10 days after
receipt of the notice specified in the Indenture,
(7) events of bankruptcy, insolvency or reorganization of SCG Holding,
Semiconductor Components or any other Significant Subsidiary (the
"bankruptcy provisions"),
(8) with respect to any judgment or decree for the payment of money in
excess of $25 million or its foreign currency equivalent against
SCG Holding or any Restricted Subsidiary:
(A) the commencement of an enforcement proceeding thereon by any
creditor if such judgment or decree is final and nonappealable and the
failure by SCG Holding or such Restricted Subsidiary, as applicable, to
stay such proceeding within 10 days thereafter or
(B) the failure by SCG Holding or such Restricted Subsidiary, as
applicable, to pay such judgment or decree, which judgment or decree has
remained outstanding for a period of 60 days following such judgment or
decree without being paid, discharged, waived or stayed (the "judgment
default provision");
(9) any Note Guarantee or Guarantee of any initial note of any
Significant Subsidiary ceases to be in full force and effect (except as
contemplated by the terms thereof) or any Significant Subsidiary that is a
Note Guarantor, Guarantor of an initial note or Person acting by or on
behalf of such Significant Subsidiary denies or disaffirms such Significant
Subsidiary's obligations under the Indenture, any Note Guarantee or any
Guarantee of any initial note and such Default continues for 10 days after
receipt of the notice specified in the Indenture.
The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.
However, a default under clauses (4), (5), (6) or (9) will not constitute an
Event of Default until the Trustee notifies the Issuers or the Holders of at
least 25% in principal amount of the outstanding exchange notes and initial
notes taken together notify the Issuers and the Trustee of the default and the
Issuers, the relevant Note Guarantor or Guarantee of any initial note, as
applicable, do not cure such default within the time specified after receipt of
such notice.
The Holders of a majority in aggregate principal amount of the exchange
notes and initial notes taken together and then outstanding by notice to the
Trustee may on behalf of the Holders of all of
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the exchange notes and initial notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the
exchange notes or the initial notes.
If an Event of Default (other than an Event of Default relating to events of
bankruptcy, insolvency or reorganization of SCG Holding or Semiconductor
Components) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the outstanding exchange notes and initial notes taken
together by notice to the Issuers may declare the principal of and accrued but
unpaid interest on all the exchange notes and initial notes to be due and
payable. Upon such a declaration, such principal and interest will be due and
payable immediately. If an Event of Default relating to events of bankruptcy,
insolvency or reorganization of SCG Holding or Semiconductor Components occurs,
the principal of and interest on all the exchange notes and initial notes will
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. Under specified circumstances, the Holders
of a majority in principal amount of the outstanding exchange notes and initial
notes may rescind any such acceleration with respect to the exchange notes and
initial notes and its consequences.
In the event of a declaration of acceleration of the exchange notes and
initial notes because an Event of Default has occurred and is continuing as a
result of the acceleration of any Indebtedness described in clause (6) of the
fourth preceding paragraph, the declaration of acceleration of the exchange
notes and initial notes shall be automatically annulled if the holders of any
such Indebtedness have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 days of the date of such acceleration and if
(1) the annulment of the acceleration of the exchange notes and initial notes
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, except nonpayment of
principal or interest on the exchange notes or initial notes that became due
solely because of the acceleration of the exchange notes and initial notes, have
been cured or waived.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the exchange notes unless:
(1) such Holder has previously given the Trustee notice that an Event of
Default is continuing,
(2) Holders of at least 25% in principal amount of the outstanding
exchange notes and initial notes taken together have requested the Trustee
in writing to pursue the remedy,
(3) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense,
(4) the Trustee has not complied with such request within 60 days after
the receipt of the request and the offer of security or indemnity and
(5) the Holders of a majority in principal amount of the outstanding
exchange notes and initial notes taken together have not given the Trustee a
direction inconsistent with such request within such 60-day period.
Subject to specified restrictions, the Holders of a majority in principal
amount of the outstanding exchange notes and initial notes taken together will
be given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising
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any trust or power conferred on the Trustee. The Trustee, however, may refuse to
follow any direction that conflicts with law or the Indenture or that the
Trustee determines is unduly prejudicial to the rights of any other Holder or
that would involve the Trustee in personal liability. Prior to taking any action
under the Indenture, the Trustee will be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.
If a Default occurs and is continuing and is known to the Trustee, the
Trustee must mail to each Holder notice of the Default within the earlier of
90 days after it occurs or 30 days after it is known to a Trust Officer or
written notice of it is received by the Trustee. Except in the case of a Default
in the payment of principal of, premium (if any) or interest on any exchange
note or initial note (including payments pursuant to the redemption provisions
of such exchange note or initial note, as applicable), the Trustee may withhold
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interests of the Holders. In
addition, the Issuers will be required to deliver to the Trustee, within
120 days after the end of each fiscal year, a certificate indicating whether the
signers thereof know of any Default that occurred during the previous year. The
Issuers will also be required to deliver to the Trustee, within 30 days after
the occurrence thereof, written notice of any event which would constitute
Events of Default, their status and what action the Issuers are taking or
propose to take in respect thereof.
AMENDMENTS AND WAIVERS
Subject to specified exceptions, the Indenture or the exchange notes may be
amended with the written consent of the Holders of a majority in principal
amount of the exchange notes and the initial notes taken together and then
outstanding and any past default or compliance with any provisions may be waived
with the consent of the Holders of a majority in principal amount of the
exchange notes and the initial notes taken together and then outstanding.
However, without the consent of each Holder of an outstanding exchange note
affected, no amendment may, among other things:
(1) reduce the amount of exchange notes and initial notes whose Holders
must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any
exchange note,
(3) reduce the principal of or extend the Stated Maturity of any
exchange note,
(4) reduce the premium payable upon the redemption of any exchange note
or change the time at which any exchange note may be redeemed as described
under "--Optional Redemption" above,
(5) make any exchange note payable in money other than that stated in
the exchange note,
(6) make any change to the subordination provisions of the Indenture
that adversely affects the rights of any Holder,
(7) impair the right of any Holder to receive payment of principal of,
and interest or any liquidated damages on, such Holder's exchange notes on
or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such Holder's exchange notes,
(8) make any change in the amendment provisions which require each
Holder's consent or in the waiver provisions, or
(9) modify the Note Guarantees in any manner adverse to the Holders.
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Without the consent of any Holder, SCG Holding and Trustee may amend the
Indenture to:
- cure any ambiguity, omission, defect or inconsistency,
- provide for the assumption by a successor corporation of the obligations
of either Issuer under the Indenture,
- provide for uncertificated exchange notes in addition to or in place of
certificated exchange notes; PROVIDED, HOWEVER, that the uncertificated
exchange notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated
exchange notes are described in Section 163(f)(2)(B) of the Code,
- make any change in the subordination provisions of the Indenture that
would limit or terminate the benefits available to any holder of Senior
Indebtedness of the Issuers (or any Representative thereof) under such
subordination provisions,
- add additional Guarantees with respect to the exchange notes,
- secure the exchange notes,
- add to the covenants of the Issuers for the benefit of the Holders or to
surrender any right or power conferred upon SCG Holding,
- make any change that does not adversely affect the rights of any Holder,
subject to the provisions of the Indenture,
- provide for the issuance of the exchange notes or
- comply with any requirement of the Commission in connection with the
qualification of the Indenture under the TIA.
However, no amendment may be made to the subordination provisions of the
Indenture that adversely affects the rights of any holder of Senior Indebtedness
of either Issuer then outstanding unless the holders of such Senior Indebtedness
(or any group or representative thereof authorized to give a consent) consent to
such change.
The consent of the Holders will not be necessary to approve the particular
form of any proposed amendment. It will be sufficient if such consent approves
the substance of the proposed amendment.
After an amendment becomes effective, the Issuers are required to mail to
Holders a notice briefly describing such amendment. However, the failure to give
such notice to all Holders, or any defect therein, will not impair or affect the
validity of the amendment.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No director, officer, employee, stockholder, member or incorporator of
SCG Holding, Semiconductor Components or the Note Guarantors, as such, shall
have any liability for any obligations of the Issuers or the Note Guarantors
under the exchange notes, the Indenture or the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting an exchange note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the exchange notes. Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.
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DEFEASANCE
The Issuers may at any time terminate all their obligations under the
exchange notes and the Indenture ("legal defeasance"), except for certain
obligations, including those respecting the defeasance trust and obligations to
register the transfer or exchange of the exchange notes, to replace mutilated,
destroyed, lost or stolen exchange notes and to maintain a registrar and paying
agent in respect of the exchange notes. In addition, the Issuers may at any time
terminate:
(1) their obligations under the covenants described under "--Indenture
Covenants", and
(2) the operation of the cross acceleration provision, the bankruptcy
provisions with respect to Significant Subsidiaries and the judgment default
provision described under "--Defaults" above and the limitations contained
in clause (3) under paragraph (a) of the covenant described under "--Merger
and Consolidation" above ("covenant defeasance").
In the event that the Issuers exercise their legal defeasance option or
their covenant defeasance option, each Note Guarantor will be released from all
of their obligations with respect to its Note Guarantee.
The Issuers may exercise their legal defeasance option notwithstanding their
prior exercise of their covenant defeasance option. If the Issuers exercise
their legal defeasance option, payment of the exchange notes may not be
accelerated because of an Event of Default with respect thereto. If the Issuers
exercise their covenant defeasance option, payment of the exchange notes may not
be accelerated because of an Event of Default specified in clause (4), (6),
(7) (with respect only to Significant Subsidiaries), (8) (with respect only to
Significant Subsidiaries) or (9) under "--Defaults" above or because of the
failure of SCG Holding to comply with clause (3) under paragraph (a) of the
covenant described under "--Merger and Consolidation" above.
In order to exercise either defeasance option, the Issuers must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, to pay the
principal, premium (if any) and interest on the exchange notes to redemption or
maturity, as the case may be, including interest thereon to maturity or such
redemption date, and must comply with other conditions, including delivery to
the Trustee of an Opinion of Counsel to the effect that Holders will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance and will be subject to Federal income tax on the
same amounts and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred (and, in the case of legal
defeasance only, such Opinion of Counsel must be based on a ruling of the
Internal Revenue Service or other change in applicable Federal income tax law).
CONCERNING THE TRUSTEE
State Street Bank and Trust Company is the Trustee under the Indenture and
has been appointed by SCG Holding as Registrar, Paying Agent and Exchange Agent
with regard to the exchange notes.
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. During the existence of an Event of Default, the Trustee will
exercise such rights and powers vested in it by the Indenture, and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of such person's own affairs.
The Indenture and the provisions of the TIA contain limitations on the
rights of the Trustee, should it become a creditor of SCG Holding, to obtain
payments of claims or to realize on property
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received in respect of any such claim as security or otherwise. Subject to the
TIA, the Trustee will be permitted to engage in other transactions; PROVIDED
that, if the Trustee acquires any conflicting interest as described in the TIA,
it must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.
GOVERNING LAW
The Indenture and the exchange notes are governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.
DEFINED TERMS
"Acquired Debt" means, with respect to any specified Person,
(1) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness Incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person) and (2) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.
"Additional Assets" means:
(1) any property or assets (other than Indebtedness and Capital Stock) to be
used by SCG Holding or a Restricted Subsidiary in a Permitted Business;
(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by SCG Holding or another
Restricted Subsidiary; or
(3) Capital Stock constituting a minority interest in any Person that at
such time is a Restricted Subsidiary; PROVIDED, HOWEVER, that:
any such Restricted Subsidiary described in clauses (2) or (3) above is
primarily engaged in a Permitted Business.
"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the provisions described under "--Indenture Covenants--Limitation on
Transactions with Affiliates" and "--Indenture Covenants--Limitation on Sales of
Assets and Subsidiary Stock" only, "Affiliate" shall also mean any beneficial
owner of shares representing more than 10% of the total voting power of the
Voting Stock (on a fully diluted basis) of SCG Holding or of rights or warrants
to purchase such Voting Stock (whether or not currently exercisable) and any
Person who would be an Affiliate of any such beneficial owner pursuant to the
first sentence hereof.
"Asset Disposition" means any sale, lease (other than an operating lease),
transfer or other disposition (or series of related sales, leases, transfers or
dispositions) by SCG Holding or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation, or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of:
(1) any shares of Capital Stock of a Restricted Subsidiary (other than
directors' qualifying shares or shares required by applicable law to be
held by a Person other than SCG Holding or a Restricted Subsidiary) that
have a Fair Market Value in excess of $5 million,
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(2) all or substantially all the assets of any division or line of business
of SCG Holding or any Restricted Subsidiary or
(3) any other assets of SCG Holding or any Restricted Subsidiary outside of
the ordinary course of business of SCG Holding or such Restricted
Subsidiary
other than, in the case of (1), (2) and (3) above,
(A) disposition by SCG Holding to a Restricted Subsidiary or by a
Restricted Subsidiary to SCG Holding or to another Restricted
Subsidiary;
(B) an issuance of Capital Stock by a Subsidiary to SCG Holding or to a
Restricted Subsidiary;
(C) for purposes of the covenants described under "--Indenture
Covenants--Limitation on Sales of Assets and Subsidiary Stock" only,
a disposition that constitutes a Restricted Payment permitted by the
covenant described under "--Indenture Covenants--Limitation on
Restricted Payments";
(D) a disposition of assets with a Fair Market Value of less than
$5 million;
(E) a Sale/Leaseback Transaction with respect to any assets within
90 days of the acquisition of such assets;
(F) a disposition of Temporary Cash Investments, the proceeds of which
are used within five business days to make another Permitted
Investment;
(G) a disposition of obsolete, uneconomical, negligible, worn out or
surplus property or equipment in the ordinary course of business and
the periodic clearance of aged inventory;
(H) any exchange of like-kind property of the type described in
Section 1031 of the Code for use in a Permitted Business;
(I) the sale or disposition of any assets or property received as a
result of a foreclosure by SCG Holding or any of its Restricted
Subsidiaries of any secured Investment or any other transfer of title
with respect to any secured Investment in default;
(J) the licensing of intellectual property in the ordinary course of
business or in accordance with industry practice;
(K) the sale or discount, in each case without recourse, of accounts
receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof; and
(L) a sale of accounts receivable and related assets pursuant to a
Receivables Facility.
Notwithstanding the foregoing, the sale, lease, conveyance or other
disposition of all or substantially all of the assets of SCG Holding and its
Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "--Change of Control" and/or the
provisions described above under the caption "Merger and Consolidation" and not
by the provisions of the covenant described under the caption "--Indenture
Covenants--Limitation of Sales of Assets and Subsidiary Stock."
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
implicit in such transaction, determined in accordance with GAAP) of the total
obligations of the lessee for net rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended or may be, at the option of the lessor,
extended).
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"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the number of years obtained by dividing:
(1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment
of such Indebtedness or scheduled redemption or similar payment with
respect to such Preferred Stock multiplied by the amount of such payment
by
(2) the then outstanding sum of all such payments.
"Bank Indebtedness" means any and all amounts payable under or in respect of
the Credit Agreement and any Refinancing Indebtedness with respect thereto, as
amended from time to time, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to SCG Holding or Semiconductor
Components whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof. It is understood and
agreed that Refinancing Indebtedness in respect of the Credit Agreement may be
Incurred from time to time after termination of the Credit Agreement.
"Board of Directors" means the Board of Directors of SCG Holding or any
committee thereof duly authorized to act on behalf of the Board of Directors of
SCG Holding.
"Business Day" means each day which is not a Legal Holiday.
"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.
"Capital Stock" of any Person means any and all shares, partnership,
membership or other interests, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock (but excluding any debt securities convertible into such equity) and any
rights to purchase, warrants, options or similar interests with respect to the
foregoing.
"Closing Date" means the date of the Indenture.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission.
"Consolidated Coverage Ratio" as of any date of determination means the
ratio of:
(1) the aggregate amount of EBITDA for the period of the most recent four
consecutive fiscal quarters for which internal financial statements are
available prior to the date of such determination to
(2) Consolidated Interest Expense for such four fiscal quarters;
PROVIDED, HOWEVER, that:
(A) if SCG Holding or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains
outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio
is an Incurrence of Indebtedness, EBITDA and Consolidated Interest
Expense for such
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period shall be calculated after giving effect on a pro forma basis
to such Indebtedness as if such Indebtedness had been Incurred on the
first day of such period (in each case other than Indebtedness
Incurred under any revolving credit facility, in which case interest
expense shall be computed based upon the average daily balance of
such Indebtedness during the applicable period) and the discharge of
any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such period,
(B) if SCG Holding or any Restricted Subsidiary has repaid, repurchased,
defeased or otherwise discharged any Indebtedness since the beginning
of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case, if such Indebtedness
has been permanently repaid and has not been replaced, other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness is permanently reduced, in which case interest expense
shall be computed based upon the average daily balance of such
Indebtedness during the applicable period) on the date of the
transaction giving rise to the need to calculate the Consolidated
Coverage Ratio, EBITDA and Consolidated Interest Expense for such
period shall be calculated on a pro forma basis as if such discharge
had occurred on the first day of such period and as if SCG Holding or
such Restricted Subsidiary has not earned any interest income
actually earned during such period in respect of cash or Temporary
Cash Investments used to repay, repurchase, defease or otherwise
discharge such Indebtedness,
(C) if since the beginning of such period SCG Holding or any Restricted
Subsidiary shall have made any Asset Disposition, EBITDA for such
period shall be reduced by an amount equal to EBITDA (if positive)
directly attributable to the assets that are the subject of such
Asset Disposition for such period or increased by an amount equal to
EBITDA (if negative) directly attributable thereto for such period
and Consolidated Interest Expense for such period shall be reduced by
an amount equal to the Consolidated Interest Expense directly
attributable to any Indebtedness of SCG Holding or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with
respect to SCG Holding and its continuing Restricted Subsidiaries in
connection with such Asset Disposition for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent SCG Holding
and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such sale),
(D) if since the beginning of such period SCG Holding or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person that becomes a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of
assets occurring in connection with a transaction causing a
calculation to be made hereunder, which constitutes all or
substantially all of an operating unit of a business, EBITDA and
Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of
any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period, and
(E) if since the beginning of such period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into SCG Holding
or any Restricted Subsidiary since the beginning of such period)
shall have made any Asset Disposition or
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any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (C) or (D) above if made by SCG Holding
or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Disposition,
Investment or acquisition of assets occurred on the first day of such
period.
For purposes of this definition, whenever pro forma effect is to be given to
an acquisition of assets, the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of SCG Holding.
Any such pro forma calculations shall reflect any pro forma expense and cost
reductions attributable to such acquisitions, to the extent such expense and
cost reduction would be permitted by the Commission to be reflected in pro forma
financial statements included in a registration statement filed with the
Commission.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term as at the date of determination in excess of 12 months).
"Consolidated Interest Expense" means, for any period, the total interest
expense of SCG Holding and its Consolidated Restricted Subsidiaries, plus, to
the extent Incurred by SCG Holding or its Restricted Subsidiaries in such period
but not included in such interest expense, without duplication:
(1) interest expense attributable to Capitalized Lease Obligations and the
imputed interest with respect to Attributable Debt,
(2) amortization of debt discount,
(3) amortization of debt issuance costs (other than any such costs
associated with the Bank Indebtedness, the initial notes, the exchange
notes, the Junior Subordinated Note or otherwise associated with our
recapitalization),
(4) capitalized interest,
(5) noncash interest expense other than any noncash interest expense in
connection with the Junior Subordinated Note,
(6) commissions, discounts and other fees and charges attributable to
letters of credit and bankers' acceptance financing,
(7) interest accruing on any Indebtedness of any other Person to the extent
such Indebtedness is Guaranteed by SCG Holding or any Restricted
Subsidiary,
(8) net costs associated with Hedging Obligations (including amortization of
fees) (other than any such costs associated with the Bank Indebtedness,
the exchange notes, the Junior Subordinated Note or otherwise associated
with the Transactions),
(9) dividends in respect of all Disqualified Stock of SCG Holding and all
Preferred Stock of any of the Restricted Subsidiaries of SCG Holding, to
the extent held by Persons other than SCG Holding or another Restricted
Subsidiary, other than accumulated but unpaid dividends on the SCG
Holding Preferred Stock,
(10) interest Incurred in connection with investments in discontinued
operations and
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(11) the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to
pay interest or fees to any Person (other than SCG Holding) in connection
with Indebtedness Incurred by such plan or trust.
Notwithstanding anything to the contrary contained herein, commissions,
discounts, yield and other fees and charges Incurred in connection with any
transaction (including, without limitation, in connection with a Receivables
Facility) pursuant to which SCG Holding or any Subsidiary of SCG Holding may
sell, convey or otherwise transfer or grant a security interest in any accounts
receivable or related assets as contemplated by the definition of "Receivables
Facility" shall be included in Consolidated Interest Expense.
"Consolidated Net Income" means, for any period, the net income of SCG
Holding and its Consolidated Subsidiaries for such period determined in
accordance with GAAP; PROVIDED, HOWEVER, that:
(1) any net income of any Person (other than SCG Holding) if such Person is
not a Restricted Subsidiary, shall be excluded from such Consolidated Net
Income, except that:
(A) subject to the limitations contained in clause (4) below, SCG
Holding's equity in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Person during such period
to SCG Holding or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other
distribution made to a Restricted Subsidiary, to the limitations
contained in clause (3) below) and
(B) SCG Holding's equity in a net loss of any such Person for such period
shall be included in determining such Consolidated Net Income;
(2) any net income (or loss) of any Person acquired by SCG Holding or a
Subsidiary in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded from such Consolidated Net
Income;
(3) any net income (or loss) of any Restricted Subsidiary, to the extent
that the declaration of dividends or similar distributions by such
Restricted Subsidiary of that income is not at the date of determination
permitted without any prior governmental approval (that has not been
obtained) or is, directly or indirectly, restricted by operation of the
terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such
Restricted Subsidiary or its stockholders or other holders of its equity,
shall be excluded from such Consolidated Net Income except that:
(A) subject to the limitations contained in clause (4) below, SCG
Holding's equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash actually distributed by such
Restricted Subsidiary during such period to SCG Holding or another
Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution made to another
Restricted Subsidiary, to the limitation contained in this clause)
and
(B) SCG Holding's equity in a net loss of any such Restricted Subsidiary
for such period shall be included in determining such Consolidated
Net Income;
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(4) any gain (or loss) realized upon the sale or other disposition of any
asset of SCG Holding or its Consolidated Subsidiaries (including pursuant
to any Sale/Leaseback Transaction) that is not sold or otherwise disposed
of in the ordinary course of business and any gain (or loss) realized
upon the sale or other disposition of any Capital Stock of any Person
shall be excluded from such Consolidated Net Income (without regard to
abandonments or reserves relating thereto);
(5) any extraordinary gain or loss shall be excluded from such Consolidated
Net Income;
(6) the cumulative effect of a change in accounting principles shall be
excluded from such Consolidated Net Income;
(7) gains or losses due solely to fluctuations in currency values and the
related tax effects according to GAAP shall be excluded from such
Consolidated Net Income;
(8) only for the purposes of the definition of EBITDA, one-time cash charges
recorded in accordance with GAAP resulting from any merger,
recapitalization or acquisition transaction shall be excluded from such
Consolidated Net Income; and
(9) the amortization of any premiums, fees or expenses incurred in
connection with our recapitalization and the related transactions or any
amounts required or permitted by Accounting Principles Board Opinions
Nos. 16 (including noncash write-ups and noncash charges relating to
inventory and fixed assets, in each case arising in connection with the
Transactions) and 17 (including noncash charges relating to intangibles
and goodwill arising in connection with our recapitalization), in each
case in connection with our recapitalization and the related
transactions, shall be excluded from such Consolidated Net Income.
"Consolidation" means the consolidation of the amounts of each of the
Restricted Subsidiaries with those of SCG Holding in accordance with GAAP
consistently applied; provided, however, that "Consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of SCG Holding or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.
"Credit Agreement" means the credit agreement to be dated as of August 4,
1999 among Semiconductor Components, SCG Holding and the Subsidiaries of SCG
Holding named therein, the lenders named therein and The Chase Manhattan Bank,
as administrative agent, collateral agent and syndication agent, DLJ Capital
Funding, Inc., as co-documentation agent, and Lehman Commercial Paper Inc., as
co-documentation agent, including any collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements,
modifications, extensions, renewals, restatements or refundings thereof (except
to the extent that any such amendment, supplement, modification, extension,
renewal, restatement or refunding would be prohibited by the terms of the
Indenture, unless otherwise agreed to by the Holders of at least a majority in
aggregate principal amount of exchange notes and the initial notes taken
together and at the time outstanding) and any indentures or credit facilities or
commercial paper facilities with banks or other institutional lenders that
replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder, including any such replacement, refunding
or refinancing facility or indenture that increases the amount borrowable
thereunder or alters the maturity thereof.
"Currency Agreement" means with respect to any Person any foreign exchange
contract, currency swap agreements or other similar agreement or arrangement to
which such Person is a party.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Designated Senior Indebtedness" of SCG Holding means
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(1) the Bank Indebtedness and
(2) any other Senior Indebtedness of SCG Holding that, at the date of
determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to
lend up to at least $25 million and is specifically designated by SCG
Holding in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of the
Indenture.
"Designated Senior Indebtedness" of Semiconductor Components and of a Note
Guarantor has a correlative meaning.
"Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable) or upon the happening of any
event:
(1) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise,
(2) is convertible or exchangeable for Indebtedness or Disqualified Stock or
(3) is redeemable at the option of the holder thereof, in whole or in part,
in the case of clauses (1), (2) and (3), on or prior to 90 days after the Stated
Maturity of the exchange notes; PROVIDED, HOWEVER, that only the portion of
Capital Stock that so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to
the Stated Maturity of the exchange notes shall be deemed Disqualified Stock;
provided further, however, that (x) any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to 90 days
after the Stated Maturity of the exchange notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions of the covenants described under "--Change of
Control" and "--Indenture Covenants--Limitation on Sale of Assets and Subsidiary
Stock", (y) a class of Capital Stock shall not be Disqualified Stock hereunder
solely as a result of any maturity or redemption that is conditioned upon, and
subject to, compliance with the covenant described above under "--Indenture
Covenants--Limitation on Restricted Payments" and (z) Capital Stock issued to
any plan for the benefit of employees shall not constitute Disqualified Stock
solely because it may be required to be repurchased by SCG Holding in order to
satisfy applicable statutory or regulatory obligations.
"Domestic Subsidiary" means any Restricted Subsidiary of SCG Holding other
than a Foreign Subsidiary.
"EBITDA" for any period means the Consolidated Net Income for such period,
plus, without duplication, the following to the extent deducted in calculating
such Consolidated Net Income:
(1) provision for taxes based on income or profits of SCG Holding and its
Consolidated Restricted Subsidiaries;
(2) Consolidated Interest Expense;
(3) depreciation expense of SCG Holding and its Consolidated Restricted
Subsidiaries;
(4) amortization expense (including amortization of goodwill and other
intangibles) of SCG Holding and its Consolidated Restricted Subsidiaries
(excluding amortization expense attributable to a prepaid cash item that
was paid in a prior period);
(5) all other noncash expenses or losses of SCG Holding and its Consolidated
Restricted Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP
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(excluding any such charge that constitutes an accrual of or a reserve
for cash charges for any future period);
(6) any non-recurring fees, expenses or charges realized by SCG Holding and
its Restricted Subsidiaries for such period related to any offering of
Capital Stock or Incurrence of Indebtedness permitted to be Incurred
under the Indenture;
(7) Recapitalization Related Special Charges of SCG Holding and its
Restricted Subsidiaries incurred on or prior to December 31, 2001 and in
the aggregate not exceeding $50 million;
(8) noncash dividends on SCG Holding Preferred Stock;
and MINUS all noncash items increasing Consolidated Net Income of such Person
for such Period (excluding any items which represent the reversal of any accrual
of, or cash reserve for, anticipated cash charges in any prior period).
Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization and noncash charges of, a
Restricted Subsidiary of SCG Holding shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended or similarly distributed to SCG Holding by such
Restricted Subsidiary without prior governmental approval (that has not been
obtained) or is not, directly or indirectly, restricted by operation of the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders or other holders of its equity.
"Exchange Act" means the Securities Exchange Act of 1934.
"Fair Market Value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. For all purposes of
the Indenture, Fair Market Value will be determined in good faith by the Board
of Directors, whose determination will be conclusive and evidenced by a
resolution of the Board of Directors.
"Foreign Subsidiary" means any Restricted Subsidiary of SCG Holding that is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, including those set forth in:
(1) the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants,
(2) statements and pronouncements of the Financial Accounting Standards
Board,
(3) such other statements by such other entities as approved by a
significant segment of the accounting profession, and
(4) the rules and regulations of the Commission governing the inclusion of
financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the
Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the
Commission.
All ratios and computations based on GAAP contained in the Indenture shall
be computed in conformity with GAAP.
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"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or
(2) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);
PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning. The term "Guarantor"
shall mean any Person Guaranteeing any Indebtedness.
"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.
"Holder" means the Person in whose name and exchange note or initial note,
as applicable, is registered on the Registrar's books.
"Incur" means, with respect to any Indebtedness or other obligation of any
Person, to issue, assume, Guarantee, incur or otherwise become liable for;
PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a Person existing
immediately after the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.
"Indebtedness" means, with respect to any Person on any date of
determination (without duplication) the following items if and to the extent
that any of them (other than items specified under clauses (3), (8), (9) and
(10) below) would appear as a liability or, in the case of clause (6) only,
Preferred Stock on the balance sheet of such Person, prepared in accordance with
GAAP, on such date:
(1) the principal amount of and premium (if any) in respect of indebtedness
of such Person for borrowed money;
(2) the principal amount of and premium (if any) in respect of obligations
of such Person evidenced by bonds, debentures, notes or other similar
instruments;
(3) all obligations of such Person in respect of letters of credit or other
similar instruments (including reimbursement obligations with respect
thereto but excluding obligations in respect of letters of credit issued
in respect of Trade Payables);
(4) all obligations of such Person to pay the deferred and unpaid purchase
price of property or services (except Trade Payables), which purchase
price is due more than twelve months after the date of placing such
property in service or taking delivery and title thereto or the
completion of such services;
(5) all Capitalized Lease Obligations and all Attributable Debt of such
Person;
(6) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Subsidiary of such Person, any Preferred Stock (but
excluding, in each case, any accrued dividends);
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(7) all Indebtedness of other Persons secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person;
PROVIDED, HOWEVER, that the amount of Indebtedness of such Person shall
be the lesser of:
(A) the Fair Market Value of such asset at such date of determination and
(B) the amount of such Indebtedness of such other Persons;
(8) Hedging Obligations of such Person;
(9) all obligations of such Person in respect of a Receivables Facility; and
(10) all obligations of the type referred to in clauses (1) through (9) of
other Persons and all dividends of other Persons for the payment of
which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee.
The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations described above, at such
date; PROVIDED, HOWEVER, that the amount outstanding at any time of any
Indebtedness issued with original issue discount will be deemed to be the face
amount of such Indebtedness less the remaining unaccreted portion of the
original issue discount of such Indebtedness at such time, as determined in
accordance with GAAP.
"Interest Rate Agreement" means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party.
"Investment" in any Person means any direct or indirect advance, loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of the lender) or other extension of
credit (including by way of Guarantee or similar arrangement but excluding
commission, travel and similar advances to officers, consultants and employees
made in the ordinary course of business) or capital contribution to (by means of
any transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of "Unrestricted Subsidiary" and the covenant
described under "--Indenture Covenants--Limitation on Restricted Payments,"
(1) "Investment" shall include the portion (proportionate to SCG Holding's
equity interest in such Subsidiary) of the Fair Market Value of the net
assets of any Subsidiary of SCG Holding at the time that such Subsidiary
is designated an Unrestricted Subsidiary; PROVIDED, HOWEVER, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, SCG Holding
shall be deemed to continue to have a permanent "Investment" in an
Unrestricted Subsidiary in an amount (if positive) equal to:
(A) SCG Holding's "Investment" in such Subsidiary at the time of such
redesignation less
(B) the portion (proportionate to SCG Holding's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation; and
(2) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its Fair Market Value at the time of such transfer.
"Junior Subordinated Note" means the junior subordinated note of
Semiconductor Components issued as part of the of our recapitalization and
related transactions in the principal amount of $91 million, which will be
subordinated to the Notes.
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"Legal Holiday" means a Saturday, Sunday or other day on which banking
institutions are not required by law or regulation to be open in the State of
New York.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).
"Motorola" means Motorola, Inc., a Delaware corporation.
"Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and proceeds from the
sale or other disposition of any securities received as consideration, but only
as and when received, but excluding any other consideration received in the form
of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other noncash form) therefrom, in each case net
of:
(1) all direct costs relating to such Asset Disposition, including all
legal, title, accounting and investment banking fees, and recording tax
expenses, sales and other commissions and other fees and relocation
expenses incurred, and all Federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP;
(2) all payments made on any Indebtedness that (x) is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any
Lien upon or other security agreement of any kind with respect to such
assets, or (y) must, by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law, be repaid out of
the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such
Asset Disposition; and
(4) appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the
property or other assets disposed of in such Asset Disposition and
retained by SCG Holding or any Restricted Subsidiary after such Asset
Disposition.
"Net Cash Proceeds", with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.
"Note Guarantee" means each Guarantee of the obligations with respect to the
exchange notes issued by a Subsidiary of SCG Holding pursuant to the terms of
the Indenture.
"Note Guarantor" means any Subsidiary that has issued a Note Guarantee.
"Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice President, the Treasurer or the
Secretary of SCG Holding. "Officer" of Semiconductor Components and of a Note
Guarantor has a correlative meaning.
"Officers' Certificate" means a certificate signed by two Officers of each
Person issuing such certificate. For the avoidance of doubt, any Officers'
Certificate to be delivered by the Issuers pursuant to the Indenture shall be
signed by two Officers of each Issuer.
"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to SCG Holding, Semiconductor Components, a Note Guarantor or the
Trustee.
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"Permitted Business" means any business engaged in by the Issuers or any
Restricted Subsidiary on the Closing Date and any Related Business.
"Permitted Holders" means TPG Partners II, L.P. and its Affiliates and any
Person acting in the capacity of an underwriter in connection with a public or
private offering of SCG Holding or Semiconductor Components Capital Stock.
"Permitted Investment" means an Investment by SCG Holding or any Restricted
Subsidiary:
(1) in SCG Holding, a Restricted Subsidiary or a Person that will, upon the
making of such Investment, become a Restricted Subsidiary; PROVIDED,
HOWEVER, that the primary business of such Restricted Subsidiary is a
Permitted Business;
(2) in another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, SCG Holding or a Restricted Subsidiary;
PROVIDED, HOWEVER, that such Person's primary business is a Permitted
Business;
(3) in Temporary Cash Investments;
(4) in receivables owing to SCG Holding or any Restricted Subsidiary if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; PROVIDED,
HOWEVER, that such trade terms may include such concessionary trade terms
as SCG Holding or any such Restricted Subsidiary deems reasonable under
the circumstances;
(5) in payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course
of business;
(6) in loans or advances to employees made in the ordinary course of
business consistent with prudent business practice and not exceeding
$5 million in the aggregate outstanding at any one time;
(7) in stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to SCG Holding or
any Restricted Subsidiary or in satisfaction of judgments;
(8) in any Person to the extent such Investment represents the noncash
portion of the consideration received for an Asset Disposition that was
made pursuant to and in compliance with the covenant described under
"--Indenture Covenants--Limitation on Sale of Assets and Subsidiary
Stock" or a transaction not constituting an Asset Disposition by reason
of the $1 million threshold contained in the definition thereof;
(9) that constitutes a Hedging Obligation or commodity hedging arrangement
entered into for bona fide hedging purposes of SCG Holding in the
ordinary course of business and otherwise in accordance with the
Indenture;
(10) in securities of any trade creditor or customer received in settlement
of obligations or pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such trade creditor or
customer;
(11) acquired as a result of a foreclosure by SCG Holding or such Restricted
Subsidiary with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;
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(12) existing as of the Closing Date or an Investment consisting of any
extension, modification or renewal of any Investment existing as of the
Closing Date (excluding any such extension, modification or renewal
involving additional advances, contributions or other investments of cash
or property or other increases thereof unless it is a result of the
accrual or accretion of interest or original issue discount or
payment-in-kind pursuant to the terms, as of the Closing Date, of the
original Investment so extended, modified or renewed);
(13) consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or licenses or leases of intellectual property,
in any case, in the ordinary course of business and otherwise in
accordance with the Indenture;
(14) in a trust, limited liability company, special purpose entity or other
similar entity in connection with a Receivables Facility permitted under
the covenant "--Indenture Covenants--Limitation on Indebtedness";
PROVIDED that, in the good faith determination of the Board of Directors,
such Investment is necessary or advisable to effect such Receivables
Facility;
(15) consisting of intercompany Indebtedness permitted under the covenant
"--Indenture Covenants--Limitation on Indebtedness";
(16) the consideration for which consists solely of shares of common stock
of SCG Holding; and
(17) so long as no Default shall have occurred and be continuing (or result
therefrom), in any Person engaged in a Permitted Business having an
aggregate Fair Market Value (measured on the date made and without giving
effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (17) that are at the time
outstanding (and measured on the date made and without giving effect to
subsequent changes in value), not to exceed $15 million.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.
"Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) that is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.
"Public Equity Offering" means an underwritten primary public offering of
common stock of SCG Holding pursuant to an effective registration statement
under the Securities Act, other than public offerings with respect to SCG
Holding's common stock registered on Form S-8.
"Purchase Money Indebtedness" means Indebtedness:
(1) consisting of the deferred purchase price of an asset, conditional sale
obligations, obligations under any title retention agreement and other
purchase money obligations, in each case where the maturity of such
Indebtedness does not exceed the anticipated useful life of the asset
being financed, and
(2) Incurred to finance the acquisition by SCG Holding or a Restricted
Subsidiary of all or a portion of such asset, including additions and
improvements;
PROVIDED, HOWEVER, that such Indebtedness is Incurred within 180 days after the
acquisition by SCG Holding or such Restricted Subsidiary of such asset or the
relevant addition or improvement.
"Qualified Proceeds" means any of the following or any combination of the
following: (1) cash, (2) Temporary Cash Investments, (3) the Fair Market Value
of assets that are used or useful in the
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Permitted Business and (4) the Fair Market Value of the Capital Stock of any
Person engaged primarily in a Permitted Business if, in connection with the
receipt by SCG Holding or any Restricted Subsidiary of SCG Holding of such
Capital Stock, (a) such Person becomes a Restricted Subsidiary or (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, SCG Holding
or any Restricted Subsidiary.
"Recapitalization Related Special Charges" means separately delineated costs
on the income statement of SCG Holding that are characterized as non-recurring
expenses and are associated with the recapitalization of SCG Holding consisting
of costs related to (1) branding and marketing, (2) consulting and information
technology, (3) recruiting and employee retention bonuses and (4) facility or
office relocations.
"Receivables Facility" means one or more receivables financing facilities,
as amended from time to time, pursuant to which SCG Holding and/or any of its
Restricted Subsidiaries sells its accounts receivable to a Person that is not a
Restricted Subsidiary pursuant to arrangements customary in the industry.
"Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.
"Refinancing Indebtedness" means Indebtedness that is Incurred to refund,
refinance, replace, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) any Indebtedness of SCG Holding or any Restricted
Subsidiary (including Indebtedness of SCG Holding that Refinances Refinancing
Indebtedness); PROVIDED, HOWEVER, that:
(1) the Refinancing Indebtedness has a Stated Maturity no earlier than the
Stated Maturity of the Indebtedness being Refinanced,
(2) the Refinancing Indebtedness has an Average Life at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced,
(3) such Refinancing Indebtedness is Incurred in an aggregate principal
amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or
if issued with original issue discount, the aggregate accreted value)
then outstanding of the Indebtedness being Refinanced and
(4) if the Indebtedness being Refinanced is subordinated in right of payment
to the Notes, such Refinancing Indebtedness is subordinated in right of
payment to the Notes at least to the same extent as the Indebtedness
being Refinanced;
PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include:
(A) Indebtedness of a Restricted Subsidiary that Refinances Indebtedness
of SCG Holding or
(B) Indebtedness of SCG Holding or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.
"Related Business" means any business related, ancillary or complementary to
any of the businesses of SCG Holding and the Restricted Subsidiaries on the
Closing Date.
"Representative" means the trustee, agent or representative, if any, for an
issue of Senior Indebtedness.
"Restricted Subsidiary" means any Subsidiary of SCG Holding, including
Semiconductor Components, other than an Unrestricted Subsidiary.
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"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired by SCG Holding or a Restricted Subsidiary whereby
SCG Holding or a Restricted Subsidiary transfers such property to a Person and
SCG Holding or such Restricted Subsidiary leases it from such Person, other than
leases between SCG Holding and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries.
"Secured Indebtedness" means any Indebtedness of SCG Holding secured by a
Lien. "Secured Indebtedness" of a Note Guarantor has a correlative meaning.
"Senior Subordinated Indebtedness" of SCG Holding means the exchange notes,
the initial notes and any other Indebtedness of SCG Holding that specifically
provides that such Indebtedness is to rank PARI PASSU with the exchange notes
and the initial notes in right of payment and is not subordinated by its terms
in right of payment to any Indebtedness or other obligation of SCG Holding which
is not Senior Indebtedness. "Senior Subordinated Indebtedness" of a Note
Guarantor has a correlative meaning.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of SCG Holding within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.
"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).
"Subordinated Obligation" means any Indebtedness of SCG Holding, whether
outstanding on the Closing Date or thereafter Incurred, that is subordinate or
junior in right of payment to the exchange notes and the initial notes pursuant
to a written agreement. "Subordinated Obligation" of a Note Guarantor has a
correlative meaning.
"Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total Voting Stock is at
the time owned or controlled, directly or indirectly, by:
(1) such Person,
(2) such Person and one or more Subsidiaries of such Person or
(3) one or more Subsidiaries of such Person.
Notwithstanding the foregoing, with respect to SCG Holding, the term
"Subsidiary" also includes the following Persons: Tesla Sezam, a.s., Terosil,
a.s. and Leshan-Phoenix Semiconductor Co. Ltd, so long as SCG Holding directly
or indirectly owns more than 50% of the Voting Stock or economic interests of
such Person.
"Temporary Cash Investments" means any of the following:
(1) any investment in direct obligations of the United States of America or
any agency thereof or obligations Guaranteed by the United States of
America or any agency thereof,
(2) investments in time deposit accounts, certificates of deposit and money
market deposits maturing not more than one year from the date of
acquisition thereof, bankers' acceptances with maturities not exceeding
one year and overnight bank deposits, in each case with a bank or trust
company that is organized under the laws of the United States of America,
any state thereof (including any foreign branch of any of the foregoing)
or any foreign country recognized by the United States of America having
capital, surplus and
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undivided profits aggregating in excess of $250,000,000 (or the foreign
currency equivalent thereof),
(3) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (1) above or
clause (5) below entered into with a bank meeting the qualifications
described in clause (2) above,
(4) investments in commercial paper, maturing not more than one year after
the date of acquisition, issued by a corporation (other than an Affiliate
of SCG Holding) organized and in existence under the laws of the United
States of America or any foreign country recognized by the United States
of America having at the time as of which any investment therein is made
one of the two highest ratings obtainable from either Moody's Investors
Service, Inc. ("Moody's") or Standard and Poor's Ratings Service, a
division of The McGraw-Hill Companies, Inc. ("S&P"),
(5) investments in securities with maturities of six months or less from the
date of acquisition issued or fully Guaranteed by any state, commonwealth
or territory of the United States of America, or by any foreign
government or any state, commonwealth or territory or by any political
subdivision or taxing authority thereof, and, in each case, having one of
the two highest ratings obtainable from either S&P or Moody's; and
(6) investments in funds investing exclusively in investments of the types
described in clauses (1) and (5) above.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
SectionSection77aaa-77bbbb) as in effect on the Closing Date.
"Trade Payables" means, with respect to any Person, any accounts payable or
any indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.
"Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.
"Trust Officer" means any vice president, assistant vice president or trust
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.
"Unrestricted Subsidiary" means:
(1) any Subsidiary of SCG Holding that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors in the
manner provided below and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of SCG Holding,
including any newly acquired or newly formed Subsidiary of SCG Holding, to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, SCG Holding or any other Subsidiary of SCG Holding that is not a Subsidiary
of the Subsidiary to be so designated; PROVIDED, HOWEVER, that either:
(A) the Subsidiary to be so designated has total Consolidated assets of
$1,000 or less or
(B) if such Subsidiary has Consolidated assets greater than $1,000, then
such designation would be permitted under the covenant entitled
"--Indenture Covenants--Limitation on Restricted Payments."
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The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; PROVIDED, HOWEVER, that immediately after giving effect
to such designation:
(x) SCG Holding could Incur $1.00 of additional Indebtedness under
paragraph (a) of the covenant described under "--Indenture
Covenants--Limitation on Indebtedness" and
(y) no Default shall have occurred and be continuing.
Any such designation of a Subsidiary as a Restricted Subsidiary or
Unrestricted Subsidiary by the Board of Directors shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the resolution of the
Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.
"U.S. Government Obligations" means direct obligations, or certificates
representing an ownership interest in such obligations, of the United States of
America, including any agency or instrumentality thereof, for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.
"Voting Stock" of a Person means all classes of Capital Stock or other
interests, including partnership interests, of such Person then outstanding and
normally entitled at the time to vote in the election of directors, managers or
trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary of SCG Holding all
the Capital Stock of which, other than directors' qualifying shares, is owned by
SCG Holding or another Wholly Owned Subsidiary.
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EXCHANGE OFFER AND REGISTRATION RIGHTS AGREEMENT
The issuers, the initial purchasers and the guarantors of the initial notes
entered into an Exchange Offer and Registration Rights Agreement concurrently
with the issuance of the initial notes. Pursuant to the Exchange Offer and
Registration Rights Agreement, the Issuers and the guarantors of the initial
notes are required
- to file with the Commission on or prior to 120 days after the date of
issuance of the initial notes a registration statement on Form S-1 or
Form S-4, if the use of such form is then available, relating to a
registered exchange offer for the initial notes under the Securities Act
and
- to use their reasonable best efforts to cause the exchange offer
registration statement to be declared effective under the Securities Act
within 180 days after the date of issuance of the initial notes.
The Exchange Offer being made hereby, if commenced and consummated within
the time periods described in this paragraph, will satisfy those requirements
under the Exchange Offer and Registration Rights Agreement.
In the event that:
(1) because of any change in law or applicable interpretations thereof by
the staff of the SEC, the Issuers are not permitted to effect the exchange
offer.
(2) any initial notes validly tendered pursuant to the exchange offer are
not exchanged for exchange notes within 210 days after the date of issuance of
the initial notes,
(3) the initial purchasers so request with respect to initial notes not
eligible to be exchanged for exchange notes in the exchange offer,
(4) any applicable law or interpretations do not permit any holder of
initial notes to participate in the exchange offer,
(5) any holder of initial notes that participates in the exchange offer does
not receive freely transferable exchange notes in exchange for tendered initial
notes, or
(6) the issuers so elect,
then the issuers and the guarantors of the initial notes will file as
promptly as practical following the occurrence of any of the foregoing events
listed under (1) through (6), but in no event more than 60 days after so
required or requested, with the SEC a shelf registration statement to cover
resales of Transfer Restricted Securities (as defined below) by such holders who
satisfy the conditions relating to the provision of information in connection
with the shelf registration statement. For purposes of the foregoing, "Transfer
Restricted Securities" means each initial note until
- the date on which such initial note has been exchanged for a freely
transferable exchange note in the exchange offer,
- the date on which such initial note has been effectively registered under
the Securities Act and disposed of in accordance with the shelf
registration statement or
- the date on which such initial note is distributed to the public pursuant
to Rule 144 under the Securities Act or is salable pursuant to
Rule 144(k) under the Securities Act.
If applicable, the Issuers and the guarantors of the initial notes will use
their reasonable best efforts to have the shelf registration statement declared
effective by the SEC as promptly as practicable after the filing thereof and to
keep the shelf registration statement effective for a period of two years after
the date of issuance of the initial notes.
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In the event that:
(1) the applicable registration statement is not filed with the SEC on or
prior to 120 days after the date of issuance of the initial notes;
(2) the exchange offer registration statement or the shelf registration
statement, as the case may be, is not declared effective within 180 days after
the date of issuance of the initial notes;
(3) the exchange offer is not consummated within 210 days after the date of
issuance of the initial notes; or
(4) the shelf registration statement is filed and declared effective within
180 days after the date of issuance of the initial notes, or, in the case of a
shelf registration statement to be filed in response to any change in law or
applicable interpretations thereof, within 60 days after the publication of the
change in law or interpretation, but shall thereafter cease to be effective at
any time that the issuers and the guarantors of the initial notes are obligated
to maintain the effectiveness thereof without being succeeded within 30 days by
an additional registration statement filed and declared effective (each such
event referred to in clauses (a) through (d), a "Registration Default"),
the issuers and the guarantors of the initial notes will be obligated to pay
liquidated damages to each holder of Transfer Restricted Securities, during the
period of one or more such Registration Defaults, in an amount equal to $0.192
per week per $1,000 principal amount of the Transfer Restricted Securities held
by such holder until the applicable registration statement is filed, the
exchange offer registration statement is declared effective and the exchange
offer is consummated or the shelf registration statement is declared effective
or again becomes effective, as the case may be. Following the cure of all
Registration Defaults, the accrual of liquidated damages will cease.
The Exchange Offer and Registration Rights Agreement also provides that the
issuers and the guarantors of the initial notes
- make available for a period of 180 days after the consummation of the
exchange offer a prospectus meeting the requirements of the Securities Act
to any broker-dealer for use in connection with any resale of any such
exchange notes and
- pay all expenses incident to the exchange offer, including the expense of
one counsel to the holders of the exchange notes and the initial notes
taken together, and jointly and severally indemnify holders of the initial
notes, including any broker-dealer, against liabilities, including
liabilities under the Securities Act. A broker-dealer which delivers such
a prospectus to purchasers in connection with such resales will be subject
to some of the civil liability provisions under the Securities Act and
will be bound by the provisions of the Exchange Offer and Registration
Rights Agreement, including indemnification rights and obligations.
Each holder of initial notes who wishes to exchange such initial notes for
exchange notes in the Exchange Offer is required to make representations,
including representations that
(1) any exchange notes to be received by it have been acquired in the
ordinary course of its business,
(2) it has no arrangement or understanding with any person to participate in
the distribution of the exchange notes and
(3) it is not an "affiliate" as defined in Rule 405 under the Securities Act
of SCG Holding, or if it is an affiliate, that it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable.
If the holder is not a broker-dealer, it is required to represent that it is
not engaged in, and does not intend to engage in, the distribution of the
exchange notes. If the holder is a broker-dealer
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that receives exchange notes for its own account in exchange for initial notes
that were acquired as a result of market-making activities or other trading
activities, it is required to acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes.
Holders of the initial notes are required to make representations to the
Issuers (as described above) in order to participate in the exchange offer and
will be required to deliver information to be used in connection with the shelf
registration statement in order to have their initial notes included in the
shelf registration statement and benefit from the provisions regarding
liquidated damages set forth in the preceding paragraphs. A holder who sells
initial notes pursuant to the shelf registration statement generally will be
required to be named as a selling securityholder in the related prospectus and
to deliver a prospectus to purchasers, will be subject to civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Exchange Offer and Registration Rights Agreement
which are applicable to such a holder (including indemnification obligations).
The foregoing description of the Exchange Offer and Registration Rights
Agreement is a summary only, and is qualified in its entirety by reference to
all provisions of the Exchange Offer and Registration Rights Agreement.
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BOOK-ENTRY, DELIVERY AND FORM
The exchange notes will be issued in the form of a one or more global notes
(collectively, the "Global Note"). The Global Note will be deposited with, or on
behalf of, DTC and registered in the name of DTC or its nominee. Except as set
forth below, the global note may be transferred in whole and not in part, only
to DTC or other nominees of DTC. Investors may hold their beneficial interests
for the Global Note directly through DTC if they have an account with DTC or
indirectly through organizations which have accounts with DTC.
Exchange notes that are issued as described below under "--Certificated
Exchange Notes" will be issued in definitive form. Upon the transfer of an
Exchange Note in definitive form, such Exchange Note will, unless the Global
Note has previously been exchanged for exchange notes in definitive form, be
exchanged for an interest in the Global Note representing the principal amount
of exchange notes being transferred.
BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTE
The descriptions of the operations and procedures of DTC, Euroclear and
Cedel set forth below are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to change by them from time to time. Neither
of the Issuers nor any of the Initial Purchasers takes any responsibility for
these operations or procedures, and investors are urged to contact the relevant
system or its participants directly to discuss these matters.
DTC has advised the Issuers that it is
- a limited purpose trust company organized under the laws of the State of
New York,
- a "banking organization" within the meaning of the New York Banking Law,
- a member of the Federal Reserve System,
- a "clearing corporation" within the meaning of the Uniform Commercial
Code, as amended, and
- a "clearing agency" registered pursuant to Section 17A of the Exchange
Act.
DTC was created to hold securities for its participants (collectively, the
"Participants") and facilitates the clearance and settlement of securities
transactions between Participants through electronic book-entry changes to the
accounts of its Participants, thereby eliminating the need for physical transfer
and delivery of certificates. DTC's Participants include securities brokers and
dealers, including the initial purchasers, banks and trust companies, clearing
corporations and other organizations. Indirect access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
(collectively, the "Indirect Participants") that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly.
Investors who are not Participants may beneficially own securities held by or on
behalf of DTC only through Participants or Indirect Participants.
The Issuers expect that pursuant to procedures established by DTC
- upon deposit of the Global Note, DTC will credit the accounts of
Participants designated by the Initial Purchasers with an interest in the
Global Note and
- ownership of the exchange notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained by DTC
(with respect to the interests of Participants) and the records of
Participants and the Indirect Participants (with respect to the interests
of persons other than Participants).
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The laws of some jurisdictions may require that purchasers of securities
take physical delivery of such securities in definitive form. Accordingly, the
ability to transfer interests in the Notes represented by a Global Note to such
persons may be limited. In addition, because DTC can act only on behalf of its
Participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in exchange notes
represented by a Global Note to pledge or transfer such interest to persons or
entities that do not participate in DTC's system, or to otherwise take actions
in respect of such interest, may be affected by the lack of a physical
definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a Global Note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the exchange notes represented by the Global Note for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Note will not be entitled to have exchange notes represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Certificated Notes, and will not be considered the owners or holders
thereof under the Indenture for any purpose, including with respect to the
giving of any direction, instruction or approval to the Trustee thereunder.
Accordingly, each holder owning a beneficial interest in a Global Note must rely
on the procedures of DTC and, if such holder is not a Participant or an Indirect
Participant, on the procedures of the Participant through which such holder owns
its interest, to exercise any rights of a holder of exchange notes under the
Indenture or such Global Note. The Issuers understand that under existing
industry practice, in the event that the Issuers request any action of holders
of exchange notes, or a holder that is an owner of a beneficial interest in a
Global Note desires to take any action that DTC, as the holder of such Global
Note, is entitled to take, DTC would authorize the Participants to take such
action and the Participants would authorize holders owning through such
Participants to take such action or would otherwise act upon the instruction of
such holders. Neither the Issuers nor the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of exchange notes by DTC, or for maintaining, supervising or reviewing
any records of DTC relating to such exchange notes.
Payments with respect to the principal of, and premium, if any, and interest
on, any exchange notes represented by a Global Note registered in the name of
DTC or its nominee on the applicable record date will be payable by the Trustee
to or at the direction of DTC or its nominee in its capacity as the registered
holder of the Global Note representing such exchange notes under the Indenture.
Under the terms of the Indenture, SCG Holding and the Trustee may treat the
persons in whose names the exchange notes, including the Global Notes, are
registered as the owners thereof for the purpose of receiving payment thereon
and for any and all other purposes whatsoever. Accordingly, neither SCG Holding
nor the Trustee has or will have any responsibility or liability for the payment
of such amounts to owners of beneficial interests in a Global Note (including
principal, premium, if any, and interest). Payments by the Participants and the
Indirect Participants to the owners of beneficial interests in a Global Note
will be governed by standing instructions and customary industry practice and
will be the responsibility of the Participants or the Indirect Participants and
DTC.
Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Cedel will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the
exchange notes, cross-market transfers between the Participants in DTC, on the
one hand, and Euroclear or Cedel participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of Euroclear or
Cedel, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Cedel, as the case may be, by the counterparty in such system in accordance with
the rules and procedures and within the established deadlines (Brussels time) of
such system. Euroclear or Cedel, as the case may be, will, if the
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transaction meets its settlement requirements, deliver instructions to its
respective depositary to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant Global Notes in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Euroclear participants and Cedel
participants may not deliver instructions directly to the depositaries for
Euroclear or Cedel.
Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a Global Note from a Participant in
DTC will be credited, and any such crediting will be reported to the relevant
Euroclear or Cedel participant, during the securities settlement processing day,
which must be a business day for Euroclear and Cedel, immediately following the
settlement date of DTC. Cash received in Euroclear or Cedel as a result of sales
of interest in a Global Security by or through a Euroclear or Cedel participant
to a Participant in DTC will be received with value on the settlement date of
DTC but will be available in the relevant Euroclear or Cedel cash account only
as of the business day for Euroclear or Cedel following DTC's settlement date.
Although DTC, Euroclear and Cedel have agreed to the foregoing procedures to
facilitate transfers of interests in the Global Notes among participants in DTC,
Euroclear and Cedel, they are under no obligation to perform or to continue to
perform such procedures, and such procedures may be discontinued at any time.
Neither the Issuers nor the Trustee will have any responsibility for the
performance by DTC, Euroclear or Cedel or their respective participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations.
CERTIFICATED NOTES
If any of the following occur:
- the Issuers notify the Trustee in writing that DTC is no longer willing or
able to act as a depositary or DTC ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not appointed
within 90 days of such notice or cessation,
- the Issuers, at their option, notify the Trustee in writing that they
elect to cause the issuance of exchange notes in definitive form under the
Indenture or
- other events as provided in the Indenture,
then, upon surrender by DTC of the Global Notes, Certificated Notes will be
issued to each person that DTC identifies as the beneficial owner of the
exchange notes represented by the Global Notes. Upon any such issuance, the
Trustee is required to register such Certificated Notes in the name of such
person or persons, or the nominee of any thereof, and cause the same to be
delivered thereto.
Neither the Issuers nor the Trustee shall be liable for any delay by DTC or
any Participant or Indirect Participant in identifying the beneficial owners of
the related exchange notes and each such person may conclusively rely on, and
shall be protected in relying on, instructions from DTC for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the exchange notes to be issued.
YEAR 2000
DTC management is aware that some computer applications, systems, and the
like for processing data that are dependent upon calendar dates, including dates
before, on, and after January 1, 2000, may encounter "year 2000 problems." DTC
has informed its Participants and other members of the financial community that
it has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions, including principal and income
payments, to security holders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and remediation plan, each of which is
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complete. Additionally, DTC's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third-party vendors from whom DTC licenses software and hardware, and
third-party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed the Industry that it is contacting and will
continue to contact third-party vendors from whom DTC acquires services to:
- impress upon them the importance of such services being year 2000
compliant; and
- determine the extent of their efforts for year 2000 remediation and, as
appropriate, testing of their services.
In addition, DTC is in the process of developing such contingency plans as
it deems appropriate.
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of material United States federal income tax
consequences and other tax consequences of the acquisition, ownership and
disposition of the initial notes. Unless otherwise stated, this discussion is
limited to the tax consequences to those persons who are original beneficial
owners of the initial notes and who hold such notes as capital assets
("Holders"). This discussion does not purport to be a comprehensive description
of all tax considerations that may be relevant to a decision to purchase the
initial notes by any particular investor and does not address specific tax
consequences that may be relevant to particular persons (including, for example,
financial institutions, broker-dealers, insurance companies, tax-exempt
organizations, persons that have a functional currency other than the U.S.
dollar and persons in special situations, such as those who hold initial notes
as part of a straddle, hedge, conversion transaction, or other integrated
investment). This discussion does not address U.S. federal alternative minimum
tax consequences, and does not describe any tax consequences arising under U.S.
federal gift and estate or other federal tax laws or under the tax laws of any
state, local or foreign jurisdiction. This discussion is based upon the Internal
Revenues Code of 1986, as amended (the "Code"), the Treasury Department
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change, possibly on a retroactive basis.
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES TO THEM, AS A RESULT OF THEIR INDIVIDUAL
CIRCUMSTANCES, OF THE EXCHANGE OF THE INITIAL NOTES FOR THE EXCHANGE NOTES AND
OF THE OWNERSHIP AND DISPOSITION OF EXCHANGE NOTES RECEIVED IN THE EXCHANGE
OFFER, INCLUDING THE APPLICATION OF STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.
U.S. FEDERAL INCOME TAXATION OF U.S. HOLDERS
The following discussion is limited to the U.S. federal income tax
consequences relevant to a Holder that is a citizen or individual resident of
the United States, a U.S. domestic corporation or any other person that is
subject to U.S. federal income tax on a net income basis in respect of its
investment in the initial notes (a "U.S. Holder").
PAYMENTS OF INTEREST
Interest on a note will generally be includible in the income of a U.S.
Holder in accordance with the U.S. Holder's regular method of accounting for
U.S. federal income tax purposes.
DISPOSITION OF NOTES
Upon the sale, exchange, redemption, retirement at maturity or other
disposition of a note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between (1) the sum of cash plus the fair market
value of all other property received on such disposition, except to the extent
such cash or property is attributable to accrued but unpaid interest, which will
be taxable as ordinary income, and (2) such beneficial owner's adjusted tax
basis in the note. A U.S. Holder's adjusted tax basis in an initial note
generally will equal the cost of the initial note to such Holder, less any
principal payments received by such Holder.
Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the time
of such disposition, the U.S. Holder's holding period for the note is more than
12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.
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U.S. FEDERAL INCOME TAXATION OF EXCHANGE OFFER
The exchange pursuant to the exchange offer contemplated herein will not be
a taxable event for U.S. federal income tax purposes. As a result, a Holder of
an initial note whose initial note is accepted in the exchange offer will not
recognize gain or loss on the Exchange. A tendering Holder's tax basis in the
exchange notes will be the same as such Holder's tax basis in the initial notes
for which they are exchanged. A tendering Holder's holding period for the notes
received pursuant to the exchange offer will include its holding period for the
initial notes surrendered therefor.
U.S. FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS
PAYMENTS OF INTEREST
Subject to the discussion of backup withholding below, payments of principal
and interest on the notes by us or any of our agents to a holder of the notes
that is, with respect to the United States, a foreign corporation or
non-resident alien individual (a"Non-U.S. Holder") will not be subject to
withholding of United States federal income tax, provided that, with respect to
payments of interest, (i) the Non-U.S. Holder does not actually or
constructively own 10 percent or more of the combined voting power of all
classes of stock of SCG Holding and is not a controlled foreign corporation
related to SCG Holding through stock ownership and (ii) the beneficial owner
provides a statement signed under penalties of perjury that includes its name
and address and certifies that it is a Non-U.S. Holder in compliance with
applicable requirements (or, with respect to payments made after December 31,
2000, satisfies documentary evidence requirements ("New Regulations") for
establishing that it is a Non-U.S. Holder).
DISPOSITION OF NOTES
No withholding of United States federal income tax will be required with
respect to any gain or income realized by a Non-U.S. Holder upon the sale,
exchange or disposition of a Note.
A Non-U.S. Holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or other disposition of a note unless (a) the
Non-U.S. Holder is an individual who is present in the United States for a
period or periods aggregating 183 or more days in the taxable year of the
disposition and other conditions are met, or (b) such gain or income is
effectively connected with the conduct by the Non-U.S. Holder of a trade or
business in the United States.
EACH NON-U.S. HOLDER IS URGED TO CONSULT THE HOLDER'S TAX ADVISOR AS TO THE
APPLICATION OF THE NEW REGULATIONS AND THE PROCEDURES FOR ESTABLISHING AN
EXEMPTION FROM WITHHOLDING TAX.
INFORMATION REPORTING AND BACKUP WITHHOLDING
We are required to file information returns with the Internal Revenues
Service with respect to payments made to some U.S. Holders of notes. In
addition, some U.S. Holders may be subject to a 31 percent backup withholding
tax in respect of such payments if they do not provide their taxpayer
identification numbers to us. Non-U.S. Holders of Notes may be required to
comply with applicable certification procedures to establish that they are not
U.S. holders in order to avoid the application of such information reporting
requirements and backup withholding tax. Any amounts withheld under the backup
withholding rules will be allowed as a refund or a credit against the person's
U.S. federal income tax liability provided that required information is
furnished to the Internal Revenue Service.
EACH NON-U.S. HOLDER IS URGED TO CONSULT SUCH HOLDER'S TAX ADVISOR AS TO THE
APPLICATION OF THE NEW REGULATIONS AND THE PROCEDURES FOR ESTABLISHING AN
EXEMPTION FROM BACKUP WITHHOLDING.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account pursuant
to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for initial notes
where such initial notes were acquired as a result of market-making activities
or other trading activities. The Issuers have agreed that, for a period of
180 days after the expiration date, they will make this prospectus, as amended
or supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until , all dealers effecting
transactions in the exchange notes may be required to deliver a prospectus.
The issuers will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such exchange notes. Any broker-dealer
that resells exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 180 days after the expiration date, the Issuers will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. The Issuers have agreed to pay all expenses
incident to the exchange offer, including the expenses of one counsel for the
holders of the initial notes, other than commissions or concessions of any
broker-dealers and will indemnify the holders of the initial notes, including
any broker-dealers, against liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the exchange notes, will be passed upon for us by Cleary,
Gottlieb, Steen & Hamilton, New York, New York.
EXPERTS
The combined balance sheets as of December 31, 1997 and 1998 and the
combined statements of revenues less direct and allocated expenses before taxes
for each of the years in the three-year period ended December 31, 1998 of the
Semiconductor Components Group of Motorola, Inc. have been included herein in
reliance upon the report of KPMG LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
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GLOSSARY
<TABLE>
<S> <C>
Analog Product............................... Products that operate on non-digital signals.
BiCMOS....................................... A hybrid of CMOS and bipolar technologies.
Bipolar...................................... A manufacturing process that uses two
opposite electrical poles to build
semiconductors.
CMOS......................................... Complementary Metal Oxide Semiconductor.
Die.......................................... A piece of a semiconductor wafer containing
the circuitry of a single chip.
Digital Products............................. Products that operate on digital signals,
where electronic signals are treated as
either "one" or "zero."
Diode........................................ An electronic device that allows current to
flow in only one direction.
Discrete Product............................. Individual diodes or transistors that perform
basic signal conditioning and switching
functions in electronic circuits.
Fab.......................................... The facility that fabricates wafers.
IGBT......................................... Insulated Gate Bipolar Transistor.
Lead Frames.................................. A conductive frame that brings the electrical
signals to and from the die.
MOS.......................................... Metal Oxide Semiconductor.
Package...................................... A protective case that surrounds the die,
consisting of a plastic housing and a lead
frame.
Semiconductor................................ A material with electrical conducting
properties in between those of metals and
insulators. (Metals always conduct and
insulators never conduct, but semiconductors
sometimes conduct.) This is the building
block of all integrated circuits and diode
devices.
Standard Analog Products..................... Simple analog semiconductors (as opposed to
more complex products, such as mixed-signal
devices or customized analog products) that
are used for both interface, power control
and power protection functions in electronic
systems.
</TABLE>
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<TABLE>
<S> <C>
Standard Logic Products...................... Simple logic semiconductors (as opposed to
more complex products, such as
microprocessors or application-specific
integrated circuits) that are used primarily
for interfacing functions, such as
interconnecting and routing electronic
signals within an electronic system.
Transistor................................... An individual circuit that can amplify or
switch electric current.
Wafer........................................ Round, flat piece of silicon that is the base
material in the semiconductor manufacturing
process.
</TABLE>
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
SEMICONDUCTOR COMPONENTS GROUP OF MOTOROLA, INC. FINANCIAL
STATEMENTS:
Independent Auditors' Report.............................. F-2
Combined Balance Sheets as of December 31, 1997 and
December 31, 1998....................................... F-3
Combined Statements of Revenues Less Direct and Allocated
Expenses Before Taxes for each of the years in the
three-year period ended December 31, 1998, the nine
months ended September 26, 1998 (unaudited) and the
period from January 1, 1999 through August 3, 1999
(unaudited)............................................. F-4
Notes to Combined Financial Statements.................... F-5
SCG HOLDING CORPORATION AND SUBSIDIARIES FINANCIAL
STATEMENTS:
Consolidated Balance Sheet as of October 2, 1999
(unaudited)............................................. F-19
Consolidated Statement of Operations and Comprehensive
Income (Loss), August 4, 1999 through October 2, 1999
(unaudited)............................................. F-20
Consolidated Statement of Stockholders' Equity (Deficit),
August 4, 1999 through October 2, 1999 (unaudited)...... F-21
Condensed Consolidated Statement of Cash Flows, August 4,
1999 through October 2, 1999 (unaudited)................ F-22
Notes to Financial Statements............................. F-23
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Motorola, Inc.:
We have audited the accompanying combined balance sheets of the
Semiconductor Components Group of Motorola, Inc. ("the Company" or "the
Business") as of December 31, 1997 and 1998 and the accompanying combined
statements of revenues less direct and allocated expenses before taxes for each
of the years in the three-year period ended December 31, 1998. These combined
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the statements. We believe that
our audits provide a reasonable basis for our opinion.
The accompanying combined statements were prepared to comply with the rules
and regulations of the Securities and Exchange Commission and on the basis of
presentation as described in Note 1. The accompanying combined statements
present the combined assets, liabilities and business equity and the related
combined revenues less direct and allocated expenses before taxes of the
Business, and are not intended to be a complete presentation of the Business'
financial position, results of operations or cash flows. The results of
operations before taxes are not necessarily indicative of the results of
operations before taxes that would be recorded by the Company on a stand-alone
basis.
In our opinion, the accompanying combined statements present fairly, in all
material respects, the combined assets, liabilities and business equity of the
Business as of December 31, 1997 and 1998 and its combined revenues less direct
and allocated expenses before taxes for each of the years in the three-year
period ended December 31, 1998, on the basis described in Note 1, in conformity
with generally accepted accounting principles.
KPMG LLP
Phoenix, Arizona
January 18, 1999, except as to Note 12
which is as of May 11, 1999
F-2
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
COMBINED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1997 1998
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Inventories............................................... $231.1 201.7
Other..................................................... 13.7 9.2
------ ------
Total current assets................................ 244.8 210.9
Property, plant and equipment, net.......................... 614.2 512.3
Other assets................................................ 41.6 53.3
------ ------
Total assets........................................ $900.6 776.5
====== ======
LIABILITIES AND BUSINESS EQUITY
Current liabilities:
Accounts payable.......................................... $ 7.5 9.5
Accrued expenses.......................................... 13.4 81.4
------ ------
Total current liabilities........................... 20.9 90.9
Non-current liabilities..................................... 13.3 4.6
Commitments and contingencies
Business equity............................................. 866.4 681.0
------ ------
Total liabilities and business equity............... $900.6 776.5
====== ======
</TABLE>
See accompanying notes to combined financial statements.
F-3
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
COMBINED STATEMENTS OF REVENUES LESS DIRECT AND
ALLOCATED EXPENSES BEFORE TAXES
(IN MILLIONS)
<TABLE>
<CAPTION>
PERIOD FROM
YEARS ENDED DECEMBER 31, NINE MONTHS ENDED JANUARY 1, 1999
------------------------------ SEPTEMBER 26, THROUGH
1996 1997 1998 1998 AUGUST 3, 1999
-------- -------- -------- ----------------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales--trade........... $1,748.0 1,815.2 1,493.4 1,133.3 894.3
-------- -------- -------- ------ -----
Direct and allocated costs
and expenses:
Cost of sales.............. 1,128.8 1,119.6 1,068.8 810.1 626.7
Research and development... 71.7 65.7 67.5 53.1 34.3
Selling and marketing...... 94.4 110.7 92.4 70.8 39.0
General and
administrative........... 150.8 239.8 201.6 158.6 85.0
Restructuring and other
charges.................. -- -- 189.8 189.8 --
-------- -------- -------- ------ -----
Operating costs and
expenses............... 1,445.7 1,535.8 1,620.1 1,282.4 785.0
-------- -------- -------- ------ -----
302.3 279.4 (126.7) (149.1) 109.3
-------- -------- -------- ------ -----
Other income (expenses):
Equity in earnings from
joint ventures........... 2.4 1.6 8.4 3.7 3.0
Interest expense........... (15.0) (11.0) (18.0) (11.4) (7.5)
-------- -------- -------- ------ -----
Other expenses, net...... (12.6) (9.4) (9.6) (7.7) (4.5)
-------- -------- -------- ------ -----
Revenues less direct and
allocated expenses
before taxes........... $ 289.7 270.0 (136.3) (156.8) 104.8
======== ======== ======== ====== =====
</TABLE>
See accompanying notes to combined financial statements.
F-4
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(1) BASIS OF PRESENTATION
The Semiconductor Components Group ("SCG" or "the Business") is defined as
the discrete and integrated circuits standard products of the Semiconductor
Products Sector ("SPS") of Motorola, Inc. ("Motorola"), including Power BiPolar,
Rectifiers, Thyristors, Zeners, TMOS, Analog, ECL, Small Signal and Logic
Products. Manufacturing operations for the Business are primarily conducted in
plants in Guadalajara, Mexico, Carmona, Philippines, Seremban, Malaysia (2
Plants), Phoenix, Arizona, United States and Aizu, Japan (collectively referred
to as "SCG plants"). Certain manufacturing operations related to SCG products
are also performed at other SPS plants. Similarly, certain SCG plants perform
manufacturing operations related to other SPS product lines. SCG also has
investments in various joint ventures which are accounted for on the equity
method.
The accompanying combined balance sheets do not include Motorola's or SPS's
sector assets or liabilities not specifically identifiable to SCG. Motorola
performs cash management on a centralized basis and SPS processes receivables
and certain payables, payroll and other activity for SCG. Most of these systems
are not designed to track receivables, liabilities and cash receipts and
payments on a business specific basis. Accordingly, it is not practical to
determine certain assets and liabilities associated with the business;
therefore, such assets and liabilities cannot be included in the accompanying
combined balance sheets. Given these constraints, certain supplemental cash flow
information is presented in lieu of a statement of cash flows. (See Note 8.)
Assets and liabilities not specifically identifiable to the Business include:
(A) Cash, cash equivalents and investments. Activity in SCG cash balances is
recorded through the business equity account.
(B) Trade accounts receivable and related allowances for bad debts and
product returns. Trade receivable balances are maintained by customer, not by
the Business. Estimated allowances for product returns are reflected in SCG net
sales. Accounts receivable related to SCG are allocated through the business
equity account.
(C) Accounts payable related to trade purchases that are made centrally by
SPS in the United States. Such purchases related to SCG are allocated to SCG
through the business equity account.
(D) Certain accrued liabilities for allocated corporate costs and
environmental and pension costs which are allocated to SCG through the business
equity account.
The combined statements of revenues less direct and allocated expenses
before taxes includes all revenues and costs attributable to the Business
including an allocation of the costs of shared facilities and overhead of
Motorola and SPS. In addition, certain costs incurred at SCG plants for the
benefit of other SPS product lines are allocated from SCG to the other SPS
divisions.
All of the allocations and estimates in the combined statements of revenues
less direct and allocated expenses before taxes are based on assumptions that
management believes are reasonable under the circumstances. However, these
allocations and estimates are not necessarily indicative of the costs that would
have resulted if the Business had been operated on a stand-alone basis.
F-5
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(1) BASIS OF PRESENTATION (CONTINUED)
Transactions between the Business and other Motorola and SPS operations have
been identified in the combined statements as transactions between related
parties to the extent practicable (See Note 2).
The accompanying unaudited combined financial statements of the Business
have been prepared in accordance with generally accepted accounting principles
for interim financial information and on the same basis of presentation as the
audited combined financial statements. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for financial statements. In the opinion of the Business, the interim
data includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results for the interim periods.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF COMBINATION
All significant intercompany balances and transactions within the Business
have been eliminated.
(B) REVENUE RECOGNITION
Revenues from the sale of SCG semiconductor products is generally recognized
when shipped, with a provision for estimated returns and allowances recorded at
the time of shipment.
(C) RELATED PARTY TRANSACTIONS
SCG manufactures products for other sectors of Motorola. Sales of these
products are treated as external sales and are reflected in the accompanying
combined statements of revenues less direct and allocated expenses before taxes
with the related cost of sales. These sales totaled $131.5 million,
$126.9 million and $105.7 million for the years ended December 31, 1996, 1997
and 1998, respectively. These sales totaled $77.6 million and $76.1 million for
the nine months ended September 26, 1998 and for the period from January 1, 1999
through August 3, 1999, respectively.
F-6
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SCG also manufactures products, at cost, for other SPS divisions and these
other divisions also manufacture products for SCG. The gross amounts charged
to/from SCG for these products are summarized as follows:
<TABLE>
<CAPTION>
NINE MONTHS JANUARY 1,
YEARS ENDED DECEMBER 31, ENDED 1999 THROUGH
------------------------------ SEPTEMBER 26, AUGUST 3,
1996 1997 1998 1998 1999
-------- -------- -------- ------------- ------------
(IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Manufacturing services
performed by other SPS
divisions on behalf of
SCG...................... $322.7 310.5 266.8 212.6 125.5
====== ===== ===== ===== =====
Manufacturing services
performed by SCG and
transferred at actual
production costs to other
SPS divisions............ $159.5 177.4 162.3 126.3 91.0
====== ===== ===== ===== =====
</TABLE>
A portion of manufacturing costs transferred from other SPS divisions to SCG
are capitalized into inventory at worldwide standard cost and are recorded as
cost of sales as related product sales are recognized. Variations between
worldwide standard cost and the actual costs transferred from other SPS
divisions are considered period costs and are immediately charged to operations.
Where it is possible to specifically identify other operating costs with the
activities of SCG or other SPS product lines, these amounts have been charged or
credited directly to SCG or SPS product lines without allocation or
apportionment. Although a number of different approaches are used to allocate
shared or common costs, there is usually a predominant basis for each expense
category. Accordingly, research and development costs have been allocated from
SPS based predominately on dedicated spending. Research and development from
Motorola is first allocated to SPS and then allocated 20% to SCG as SCG is one
of five divisions within SPS. Selling and marketing expenses from SPS have been
allocated 20% to SCG and general and administrative expenses from Motorola and
SPS have been allocated 20% to SCG. Prior to changing to this allocation
structure in July, 1997, allocations to SCG for research and development,
selling and marketing, and general and administrative expenses were based on
budgeted sales volume. This change had an insignificant impact on the amount of
the allocated costs.
F-7
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Total amounts allocated to SCG for research and development, selling and
marketing, and general and administrative expenses were as follows:
<TABLE>
<CAPTION>
NINE MONTHS JANUARY 1,
YEARS ENDED DECEMBER 31, ENDED 1999 THROUGH
------------------------------------ SEPTEMBER 26, AUGUST 3,
1996 1997 1998 1998 1999
-------- -------- -------- ------------- ------------
(IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Research and
development.......... $34.8 34.6 33.1 26.7 13.3
===== ===== ===== ===== =====
Selling and
marketing............ $39.5 4.3 3.7 2.9 2.2
===== ===== ===== ===== =====
General and
administrative....... $87.2 117.0 115.2 94.4 50.0
===== ===== ===== ===== =====
</TABLE>
These cost allocations are included in the accompanying combined statements
of revenues less direct and allocated expenses before taxes but are not
necessarily indicative of the costs that would be incurred by the Business on a
stand-alone basis.
(D) INVENTORIES
Inventories are stated at the lower of worldwide standard cost, which
approximates actual cost on a first-in, first-out basis, or market. The main
components of inventories are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
<S> <C> <C>
1997 1998
------ -----
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Raw materials............................................... $ 21.5 20.0
Work in process............................................. 109.1 103.1
Finished goods.............................................. 100.5 78.6
------ -----
Total Inventories....................................... $231.1 201.7
====== =====
</TABLE>
(E) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Many of these assets are
directly related to SCG and are included without apportionment. SCG also shares
certain property, plant, and equipment with other SPS product lines. These
shared assets have been allocated to SCG based on sales volume for buildings,
land, and other general assets and units of production for machinery and
equipment.
F-8
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Depreciation is computed over the following estimated useful lives
predominately on the straightline method:
<TABLE>
<S> <C>
Buildings................................................... 30-40 years
Machinery and equipment..................................... 3-8 years
</TABLE>
SCG has adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS
AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, which requires recognition of
impairment of long-lived assets whenever events or changes in circumstances
indicate the carrying value of such assets exceeds the future undiscounted cash
flows attributable to such assets. During 1998, SCG incurred restructuring and
other charges which included impairment writedowns of $53.9 million related to
machinery and equipment (see Note 9).
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
<S> <C> <C>
1997 1998
-------- -------
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Land..................................................... $ 9.6 10.3
Buildings................................................ 423.6 419.5
Machinery and equipment.................................. 1,199.3 1,181.1
-------- -------
Total property, plant and equipment.................. 1,632.5 1,610.9
Less accumulated depreciation............................ 1,018.3 1,098.6
-------- -------
$ 614.2 512.3
======== =======
</TABLE>
(F) INTEREST EXPENSE
Motorola had net interest expense on a consolidated basis for all periods
presented. These amounts have been allocated to SPS and in turn to SCG in the
amount of approximately $15.0 million, $11.0 million and $18.0 million for the
years ended December 31, 1996, 1997 and 1998, respectively, and $11.4 million
and $7.5 million for the nine months ended September 26, 1998 and for the period
from January 1, 1999 through August 3, 1999, respectively, primarily on the
basis of net assets. SCG management believes this allocation is reasonable, but
it is not necessarily indicative of the cost that would have been incurred if
the Business had been operated on a stand-alone basis.
(G) CURRENCIES AND FOREIGN CURRENCY INSTRUMENTS
SCG's functional currency for all foreign operations is the U.S. dollar,
except for Japan and Europe which is the local currency. Accordingly, the net
effect of gains and losses from translation of foreign currency financial
statements into U.S. dollars is included in current operations. The net
F-9
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
translation gains and losses for Japan and Europe are not significant and are
included as a component of business equity. Gains and losses resulting from
foreign currency transactions are included in current operations and were not
significant for 1996, 1997 or 1998.
(H) USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(3) ACCRUED EXPENSES
The components of accrued expenses are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
<S> <C> <C>
1997 1998
----- ----
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Payroll and employee related accruals....................... $ 6.3 7.1
Restructuring charges....................................... -- 68.0
Other accruals.............................................. 7.1 6.3
----- ----
Total accrued expenses.................................. $13.4 81.4
===== ====
</TABLE>
(4) EMPLOYEE BENEFIT PLANS
Employees of SCG participate in several Motorola retirement, employee
benefit, and incentive plans. These include (1) a profit sharing plan, (2) a
stock bonus plan, (3) a salary deferral 401(k) plan and (4) pension and
healthcare benefit plans. Motorola also has a stock option plan under which key
employees of SCG may be granted nonqualified or incentive stock options to
purchase shares of Motorola common stock. Certain key employees and certain
management of SCG also participate in various incentive arrangements based on
individual performance and Motorola/SPS/ SCG profitability. The costs of these
programs were allocated from Motorola to SPS and then to SCG on the basis of
payroll costs and headcount and are not necessarily indicative of the costs that
would be incurred on a stand-alone basis.
SCG employees in foreign countries participate in a retirement plan within
the country. In each case, the plan meets local and legal requirements of that
particular country and is based on defined years of service. Each country's plan
is unfunded and is accrued for in the accompanying combined balance sheets based
on actuarially determined amounts.
F-10
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(5) CONTINGENCIES
Motorola is currently a defendant in certain legal actions relating to SCG.
In the opinion of management, the outcome of such litigation will not have a
material adverse effect on the business equity, operations or liquidity of SCG.
Motorola is also involved in certain administrative and judicial proceedings
related to certain environmental matters at SCG locations. Based on information
currently available, management believes that the costs of these matters are not
likely to have a material adverse effect on business equity, operations or
liquidity of SCG.
(6) BUSINESS EQUITY
Business equity represents Motorola's ownership interest in the recorded net
assets of SCG. All cash transactions, accounts receivable, accounts payable in
the United States, other allocations and intercompany transactions are reflected
in this amount. A summary of activity is as follows:
<TABLE>
<CAPTION>
NINE MONTHS JANUARY 1,
YEARS ENDED DECEMBER 31, ENDED 1999 THROUGH
------------------------------------ SEPTEMBER 26, AUGUST 3,
1996 1997 1998 1998 1999
-------- -------- -------- -------------- ------------
(IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period........ $ 689.7 746.1 866.4 866.4 681.0
Revenues less direct and allocated
expenses
before taxes........................ 289.7 270.0 (136.3) (156.8) 104.8
Net intercompany activity............. (233.3) (149.7) (49.1) (32.3) (83.9)
------- ------ ------ ------ -----
Balance at end of period.............. $ 746.1 866.4 681.0 677.3 701.9
======= ====== ====== ====== =====
</TABLE>
(7) INDUSTRY AND GEOGRAPHIC INFORMATION
The Business operates in one industry segment and is engaged in the design,
development, manufacture and marketing of a wide variety of semiconductor
products for the semiconductor industry and original equipment manufacturers.
SCG operates in various geographic locations. In the information that follows,
sales include local sales and exports made by operations within each area. To
control costs, a substantial portion of SCG's products are transported between
various SCG and SPS facilities in the process of being manufactured and sold.
Accordingly, it is not meaningful to present interlocation transfers between SCG
facilities on a stand alone basis. Sales to unaffiliated customers have little
correlation with the location of manufacture. It is, therefore, not meaningful
to present operating profit by geographical location.
SCG conducts a substantial portion of its operations outside of the United
States and is subject to risks associated with non-U.S. operations, such as
political risks, currency controls and fluctuations, tariffs, import controls
and air transportation.
F-11
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(7) INDUSTRY AND GEOGRAPHIC INFORMATION (CONTINUED)
Property, plant and equipment by geographic location is summarized as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
<S> <C> <C>
1997 1998
------ -----
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
United States............................................... $283.2 210.4
Malaysia.................................................... 97.2 102.7
Philippines................................................. 42.8 40.1
Japan....................................................... 30.5 31.3
Mexico...................................................... 28.6 30.3
Other foreign countries..................................... 131.9 97.5
------ -----
Total....................................................... $614.2 512.3
====== =====
</TABLE>
Sales to unaffiliated customers by geographic location is summarized as
follows:
<TABLE>
<CAPTION>
NINE MONTHS JANUARY 1,
YEARS ENDED DECEMBER 31, ENDED 1999 THROUGH
------------------------------ SEPTEMBER 26, AUGUST 3,
1996 1997 1998 1998 1999
-------- -------- -------- ------------- ------------
(IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
United States......... $ 766.1 804.4 636.4 493.2 374.0
Germany............... 106.1 107.7 108.0 84.1 61.2
Hong Kong............. 112.5 117.1 107.4 80.4 78.0
Japan................. 182.7 188.7 127.4 97.5 76.7
Singapore............. 115.8 137.6 98.2 70.0 75.1
Taiwan................ 80.1 81.9 71.0 53.1 33.9
Other foreign
countries........... 384.7 377.8 345.0 255.0 195.4
-------- ------- ------- ------- -----
Total................. $1,748.0 1,815.2 1,493.4 1,133.3 894.3
======== ======= ======= ======= =====
</TABLE>
As discussed in note 2, sales to other sectors of Motorola are treated as
sales to unaffiliated customers.
(8) SUPPLEMENTAL CASH FLOW INFORMATION
As described in note 1, Motorola's cash management system is not designed to
track centralized cash and related financing transactions to the specific cash
requirements of the Business. In addition, SPS's transaction systems are not
designed to track receivables and certain liabilities and
F-12
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(8) SUPPLEMENTAL CASH FLOW INFORMATION (CONTINUED)
cash receipts and payments on a business specific basis. Given these
constraints, the following data are presented to facilitate analysis of key
components of cash flow activity:
<TABLE>
<CAPTION>
NINE MONTHS JANUARY 1,
YEARS ENDED DECEMBER 31, ENDED 1999 THROUGH
------------------------------ SEPTEMBER 26, AUGUST 3,
1996 1997 1998 1998 1999
-------- -------- -------- ------------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Operating activities:
Revenues less direct and allocated
expenses before taxes................ $ 289.7 270.0 (136.3) (156.8) 104.8
Depreciation........................... 130.6 133.3 129.2 92.9 73.4
Impairment write down on property,
plant and equipment.................. -- -- 53.9 53.9 --
(Increase) decrease in inventories..... 12.0 (86.8) 29.4 14.4 (28.1)
Decrease in other current assets....... .9 1.1 4.5 2.4 (0.8)
Increase in other assets............... (7.6) (21.5) (11.7) (0.2) (14.1)
Increase (decrease) in accounts payable
and accrued expenses................. (3.0) 6.4 70.0 106.1 (24.1)
Increase (decrease) in non-current
liabilities.......................... 1.4 5.0 (8.7) (8.6) 0.3
------- ------ ------ ------ ------
Cash flow from operating activities,
excluding Motorola financing and
taxes.................................. 424.0 307.5 130.3 104.1 111.4
Investing activities:
Capital expenditures, net of
transfers............................ (190.7) (157.8) (81.2) (71.8) (27.5)
------- ------ ------ ------ ------
Net financing provided to Motorola*.... $ 233.3 149.7 49.1 32.3 83.9
======= ====== ====== ====== ======
</TABLE>
* The difference between cash flow from operating activities and investing
activities does not necessarily represent the cash flows of the Business, or
the timing of such cash flows, had it operated on a stand-alone basis.
(9) RESTRUCTURING AND OTHER CHARGES
In June 1998, Motorola recorded a charge to cover restructuring costs related
to the consolidation of manufacturing operations, the exit of non-strategic or
poorly performing businesses and a reduction in worldwide employment by 20,000
employees. Asset impairment and other charges were also recorded for the
writedown of assets which had become impaired as a result of current business
conditions or business portfolio decisions. Motorola recorded its charge in the
following restructuring categories:
CONSOLIDATION OF MANUFACTURING OPERATIONS
Consolidation of manufacturing operations relates to the closing of
production and distribution facilities and selling or disposing of the machinery
and equipment that was no longer needed and, in some cases, scrapping excess
assets that had no net realizable value. The buildings associated with these
production facilities, in many cases were sold to outside parties. Also included
in this restructuring category were costs related to shutting down or reducing
the capacity of certain
F-13
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
production lines. In most cases, older facilities with older technologies or
non-strategic products were closed. Machinery and equipment write downs related
to equipment that would no longer be utilized comprised the majority of these
costs. These assets have been deemed to be held for use until such time as they
are removed from service and, therefore, no longer utilized in manufacturing
products. An assessment was made as to whether or not there was an asset
impairment related to the valuation of these assets in determining what the
amount of the write down included in the restructuring charge should be for this
machinery and equipment. This assessment utilized the anticipated future
undiscounted cash flows generated by the equipment as well as its ultimate value
upon disposition.
The charges in this restructuring category do not include any costs related
to the abandonment or sub-lease of facilities, moving expenses, inventory
disposals or write downs, or litigation or environmental obligations.
As part of the consolidation of manufacturing operations, certain SPS
facilities in North Carolina, California, Arizona and the Philippines are being
closed as planned. SPS is consolidating its production facilities into fewer
integrated factories to achieve economies of scale and improved efficiencies and
to capitalize on new technologies that should reduce operating costs.
BUSINESS EXITS
Business exit costs include costs associated with shutting down businesses
that did not fit with Motorola's new strategy. In many cases, these businesses
used older technologies that produced non-strategic products. The long-term
growth and margins associated with these businesses were not in line with
Motorola's expectations given the level of investment and returns. Included in
these business exit costs were the costs of terminating technology agreements
and selling or liquidating interests in joint ventures that did not fit with the
new strategy of Motorola. Similar to consolidation of manufacturing operations,
the charges in this restructuring category did not include any costs related to
the abandonment or sublease of facilities, moving expenses, inventory disposals
or write downs, or litigation or environmental obligations.
EMPLOYEE SEPARATIONS
Employee separation costs represent the costs of involuntary severance
benefits for the 20,000 positions identified as subject to severance under the
restructuring plan and special voluntary termination benefits offered beginning
in the third quarter of 1998. The special voluntary termination benefits
provided for one week of pay for each year of service between years 1-10, two
weeks of pay for each year of service between years 11-19, and three weeks of
pay for each year of service for year 20 and greater. The majority of employees
who accepted special voluntary termination benefits did so by the end of the
year, although severance payments were not completed by that time. The majority
of the special voluntary termination benefits expired at the end of the fourth
quarter of 1998.
F-14
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
As of December 31, 1998, approximately 13,800 employees have separated from
Motorola through a combination of voluntary and involuntary severance programs.
Of the 13,800 separated employees, approximately 8,200 were direct employees and
5,600 were indirect employees. Direct employees are primarily non-supervisory
production employees, and indirect employees are primarily non-production
employees and production managers.
ASSET IMPAIRMENTS AND OTHER CHARGES
As a result of current and projected business conditions, Motorola wrote
down operating assets that became impaired. The majority of the assets written
down were used manufacturing equipment and machinery.
The amount of impairment charge for the assets written down was based upon
an estimate of the future cash flows expected from the use of the assets, as
well as upon their eventual disposition. These undiscounted cash flows were then
compared to the net book value of the equipment, and impairment was determined
based on that comparison. Cash flows were determined at the facility level for
certain production facilities based upon anticipated sales value of the products
to be produced and the costs of producing the products at those facilities. In
cases in which sufficient cash flows were not going to be generated by the
equipment at those facilities, the assets were written down to their estimated
fair value. These estimated fair values were based upon what the assets could be
sold for in a transaction with an unrelated third party. Since the majority of
these assets were machinery and equipment, Motorola was able to utilize current
market prices for comparable equipment in the marketplace in assessing what
would be the fair value upon sale of the equipment.
Building writedowns were based on marketability factors of the building in
the particular location.
Assets held for use continue to be depreciated based on an evaluation of
their remaining useful lives and their ultimate values upon disposition. There
were no assets held for sale at December 31, 1998 nor were any impaired assets
disposed of prior to that date.
SCG'S RESTRUCTURING CHARGE
SCG's charges related to these actions were $189.8 million of which
$53.9 million represented asset impairments charged directly against machinery
and equipment. SCG's employment reductions will total approximately 3,900 of
which approximately 2,500 (1,600 direct employees and 900 indirect employees)
had separated from SCG as of December 31, 1998. Approximately 3,000 (1,800
direct employees and 1,200 indirect employees) had separated from SCG as of
August 3, 1999.
F-15
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
At December 31, 1998, $68.0 million of restructuring accruals remain
outstanding. The following table displays a rollforward to December 31, 1998 of
the accruals established during the second quarter of 1998:
<TABLE>
<CAPTION>
ACCRUALS AT
INITIAL AMOUNTS DECEMBER 31,
CHARGES USED 1998
-------- -------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Consolidation of manufacturing operations................... $ 13.2 -- 13.2
Business exits.............................................. 20.7 9.4 11.3
Employee separations........................................ 102.0 58.5 43.5
------ ------ -----
Total restructuring....................................... 135.9 67.9 68.0
------ ------ -----
Asset impairments and other charges......................... 53.9 53.9 --
------ ------ -----
Total..................................................... $189.8 121.8 68.0
====== ====== =====
</TABLE>
SCG's remaining accrual at December 31, 1998 of $13.2 million for the
consolidation of manufacturing operations represents the finalization of the
plant closings in Arizona and the Philippines. Within the business exits
category, the remaining accrual of $11.3 million at December 31, 1998 relates to
costs of exiting two unprofitable product lines. SCG's remaining accrual of
$43.5 million at December 31, 1998 for employee separations relates to the
completion of severance payments in Japan, Asia, the U.K. and Arizona.
SCG's total amount used of $121.8 million through December 31, 1998 reflects
approximately $63.6 million in cash payments and $58.2 million in write-offs.
The remaining $68.0 million accrual balance at December 31, 1998 is expected to
be liquidated via cash payments.
At August 3, 1999, $43.1 million of restructuring accruals remain
outstanding. The following table displays a rollforward from December 31, 1998
to August 3, 1999, of the accruals established during the second quarter of
1998:
<TABLE>
<CAPTION>
ACCRUALS AT 1999
DECEMBER 31, AMOUNTS ACCRUALS AT
1998 USED AUGUST 3, 1999
------------ -------- --------------
(IN MILLIONS)
<S> <C> <C> <C>
Consolidation of manufacturing operations............... $13.2 3.8 9.4
Business exits.......................................... 11.3 6.4 4.9
Employee separations.................................... 43.5 14.7 28.8
----- ---- ----
Total restructuring................................. 68.0 24.9 43.1
----- ---- ----
Asset impairments and other charges..................... -- -- --
----- ---- ----
Total............................................... $68.0 24.9 43.1
===== ==== ====
</TABLE>
F-16
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
SCG's remaining accrual at August 3, 1999 of $9.4 million for the
consolidation of manufacturing operations represents the finalization of the
plant closings in Arizona and the Philippines. Within the business exits
category, the remaining accrual of $4.9 million at August 3, 1999 relates to
costs of exiting two unprofitable product lines. SCG's remaining accrual of
$28.8 million at August 3, 1999 for employee separations relates to the
completion of severance payments in Japan, Asia, the U.K. and Arizona. SCG's
total 1999 amount used of $24.9 million through August 3, 1999 reflects cash
payments. The remaining $43.1 million accrual balance at August 3, 1999 is
expected to be liquidated via cash payments.
Motorola retained the employee separation accrual of $28.8 million as of
August 3, 1999, to cover approximately 900 employees who will remain employees
of, and be released by Motorola.
(10) FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires that the Business disclose estimated
fair values for its financial instruments. The carrying amount of accounts
payable and accrued liabilities is assumed to be the fair value because of the
short-term maturity of these instruments.
(11) INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
SCG participates in joint ventures in China, Malaysia and Eastern Europe.
The joint ventures have been accounted for using the equity method. The
investment in each joint venture approximates the underlying equity interest of
such joint venture. Investments in these joint ventures totaled $31.3 million
and $46.8 million at December 31, 1997 and 1998, respectively, and are included
in other assets in the accompanying combined balance sheets. Earnings from these
joint ventures totaled $2.4 million, $1.6 million, and $8.4 million for the
years ended December 31, 1996, 1997, and 1998, respectively.
F-17
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(11) INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (CONTINUED)
<TABLE>
<CAPTION>
LESHAN- SEMICONDUCTOR
PHOENIX MINIATURE SLOVAKIA
SEMICONDUCTOR PRODUCTS TESLA ELECTRONICS
JOINT VENTURE LTD. MALAYSIA TEROSIL A.S. SEZAM A.S. INDUSTRIES TOTAL
------------- ------------- ------------- ------------ ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Czech Czech Slovak
Country Location...... China Malaysia Republic Republic Republic
SCG Ownership
%(Direct)........... 55.0% 50.0% 49.9% 49.9% 100.0%
As of and for the year
ended December 31,
1998
- ----------------------
Current assets........ $ 5,354 7,791 7,450 13,780 346 34,721
Noncurrent assets..... 49,241 74,467 8,650 42,520 8,804 183,682
------- -------- -------- -------- -------- -------
Total assets.......... $54,595 82,258 16,100 56,300 9,150 218,403
======= ======== ======== ======== ======== =======
Current liabilities... $ 1,996 4,328 3,743 16,839 0 26,906
======= ======== ======== ======== ======== =======
Noncurrent
liabilities......... $24,548 54,442 4,857 29,361 592 113,800
======= ======== ======== ======== ======== =======
Venture's equity...... $28,051 23,488 7,500 10,100 8,558 77,697
======= ======== ======== ======== ======== =======
Net sales............. $21,534 56,655 10,400 31,100 0 119,689
======= ======== ======== ======== ======== =======
Gross profit.......... $ 6,452 20,288 4,315 8,408 0 39,463
======= ======== ======== ======== ======== =======
Income (loss) from
continuing
operations.......... $ 5,631 5,578 1,280 5,140 (149) 17,480
======= ======== ======== ======== ======== =======
Net income (loss)..... $ 5,631 5,245 1,280 5,140 (149) 17,147
======= ======== ======== ======== ======== =======
</TABLE>
F-18
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
(11) INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (CONTINUED)
<TABLE>
<CAPTION>
LESHAN- SEMICONDUCTOR
PHOENIX MINIATURE SLOVAKIA
SEMICONDUCTOR PRODUCTS TESLA ELECTRONICS
JOINT VENTURE LTD. MALAYSIA TEROSIL A.S. SEZAM A.S. INDUSTRIES TOTAL
------------- ------------- ------------- ------------ ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
As of and for the year
ended December 31,
1997
- ----------------------
Current assets........ $12,425 10,752 4,711 8,783 36,671
Noncurrent assets..... 31,281 56,971 5,545 22,315 116,112
------- -------- -------- -------- -------
Total assets.......... $43,706 67,723 10,256 31,098 152,783
======= ======== ======== ======== =======
Current liabilities... $ 7,996 17,579 1,680 4,602 31,857
======= ======== ======== ======== =======
Noncurrent
liabilities......... $18,181 33,180 1,613 20,062 73,036
======= ======== ======== ======== =======
Venture's equity...... $17,529 16,964 6,962 6,434 47,889
======= ======== ======== ======== =======
Net sales............. $18,508 57,661 10,153 16,447 102,769
======= ======== ======== ======== =======
Gross profit.......... $ 4,633 8,879 4,122 991 18,625
======= ======== ======== ======== =======
Income (loss) from
continuing
operations.......... $ 710 (1,650) 3,694 476 3,230
======= ======== ======== ======== =======
Net income (loss)..... $ 710 (1,350) 2,478 476 2,314
======= ======== ======== ======== =======
Year ended
December 31, 1996
- ----------------------
Net sales............. $ 4,341 29,412 33,753
======= ======== =======
Gross profit.......... $ 537 (1,731) (1,194)
======= ======== =======
Income (loss) from
continuing
operations.......... $(1,279) 6,590 5,311
======= ======== =======
Net income (loss)..... $(1,279) 6,590 5,311
======= ======== =======
</TABLE>
12. BUSINESS TRANSACTION
On May 11, 1999, affiliates of the Texas Pacific Group entered into an
agreement with Motorola, providing for a recapitalization of the Business and
certain related transactions, after which affiliates of Texas Pacific Group will
own approximately 91% and Motorola will own approximately 9% of the outstanding
voting stock of the Business. In addition, as part of these transactions, Texas
Pacific Group will receive 1,500 shares and Motorola will receive 590 shares of
mandatorily redeemable
F-19
<PAGE>
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF AUGUST 3, 1999, FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1998 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH AUGUST 3, 1999 IS UNAUDITED
12. BUSINESS TRANSACTION (CONTINUED)
preferred stock of SCG Holding ("SCG Holding Preferred Stock") and Motorola will
receive $91 million of junior subordinated notes of SCI LLC (the "Junior
Subordinated Notes"). Cash payments to Motorola will be financed through equity
investments by affiliates of Texas Pacific Group, borrowings under senior
secured bank loan facilities and the issuance of senior subordinated notes due
2009.
In connection with the recapitalization and related transactions, it is
anticipated that certain wholly-owned domestic subsidiaries will be established
to serve as guarantors of the senior subordinated notes due 2009. Each guarantor
will jointly and severally, irrevocably and unconditionally guarantee the
obligations of the issuers under the notes. The net assets to be contributed to
these guarantor subsidiaries are expected to consist of SCG's equity interests
in its unconsolidated joint ventures in China, Malaysia and Eastern Europe,
nominal interests in certain foreign subsidiaries and a nominal amount of cash.
The joint ventures and foreign subsidiaries themselves are not expected to be
guarantors of the notes. The net assets to be contributed to the guarantor
subsidiaries approximated $31.3 million and $46.8 million at December 31, 1997
and 1998, respectively, and generated related earnings of $2.4 million,
$1.6 million and $8.4 million for the years ended December 31, 1996, 1997 and
1998, respectively.
F-20
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
OCTOBER 2, 1999
---------------
<S> <C>
ASSETS
Cash and cash equivalents................................. $ 107.1
Receivables, less allowance for doubtful accounts......... 206.5
Inventories............................................... 210.5
Other current assets...................................... 26.6
--------
Total Current Assets.................................... 550.7
Property, plant and equipment, net........................ 610.6
Deferred income taxes..................................... 280.2
Investment in joint venture............................... 18.4
Other assets.............................................. 53.2
--------
Total Assets............................................ $1,513.1
========
LIABILITIES, MINORITY INTERESTS, REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable.......................................... $ 101.0
Accrued expenses.......................................... 145.3
--------
Total Current Liabilities............................... 246.3
Long term debt............................................ 1,293.0
Other long term liabilities............................... 17.2
--------
Total Liabilities....................................... 1,556.5
--------
Commitments and contingencies............................. --
--------
Minority interests in consolidated subsidiaries........... 28.3
--------
Redeemable preferred stock ($0.01 par value, 100,000
shares authorized, 2,090 shares issued and outstanding;
12% annual dividend rate; liquidation value - $100,000
per share plus $4.2 accrued dividends).................. 213.2
--------
Common stock ($0.01 par value, 300,000,000 shares
authorized, 205,000,000 shares issued and
outstanding)............................................ 2.1
Additional paid-in capital................................ 202.9
Accumulated other comprehensive income (loss)............. (3.2)
Accumulated deficit....................................... (486.7)
--------
Total Stockholders' Equity (Deficit).................... (284.9)
--------
Total Liabilities, Minority Interests, Redeemable
Preferred Stock and Stockholders' Equity (Deficit)...... $1,513.1
========
</TABLE>
See accompanying notes to financial statements.
F-21
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 4, 1999
THROUGH OCTOBER 2,
1999
(DOLLARS IN MILLIONS) ------------------
<S> <C>
REVENUES:
Net product sales......................................... $301.2
Foundry sales............................................. 28.0
------
Total Revenues.......................................... 329.2
------
OPERATING COSTS AND EXPENSES:
Costs of sales............................................ 241.1
Research and development.................................. 6.9
Selling and marketing..................................... 8.8
General and administrative................................ 26.1
Restructuring and other charges........................... 6.4
------
Total Operating Costs and Expenses...................... 289.3
------
OPERATING INCOME 39.9
------
OTHER INCOME (EXPENSES):
Interest expense.......................................... (23.0)
Equity in earnings of joint ventures...................... 0.8
------
Other expenses, net..................................... (22.2)
------
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS........... 17.7
PROVISION FOR INCOME TAXES.................................. (14.9)
MINORITY INTERESTS.......................................... (0.3)
------
NET INCOME.................................................. 2.5
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation Adjustment................... (3.2)
------
COMPREHENSIVE INCOME (LOSS)................................. $ (0.7)
======
</TABLE>
See accompanying notes to financial statements.
F-22
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON STOCK COMMON ADDITIONAL PAID COMPREHENSIVE ACCUMULATED
(SHARES) STOCK IN CAPITAL INCOME (LOSS) DEFICIT TOTAL
--------------- --------- --------------- --------------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Shares issued in
connection with
Recapitalization (See
Note 2)................ 100,000 $ -- $205.0 $(485.0) $(280.0)
2,049-for-1 stock split
effected in the form of
a stock dividend....... 204,900,000 2.1 (2.1) --
Redeemable preferred
stock dividends........ (4.2) (4.2)
Comprehensive Income
(Loss):
Net income............. 2.5 2.5
Foreign Currency
Translation
Adjustment........... $(3.2) (3.2)
-------
Comprehensive Income
(Loss)............. (0.7)
-------
Balances at October 2,
----------- ---- ------ ----- ------- -------
1999................... 205,000,000 $2.1 $202.9 $(3.2) $(486.7) $(284.9)
=========== ==== ====== ===== ======= =======
</TABLE>
See accompanying notes to financial statements.
F-23
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 4,
1999 THROUGH
OCTOBER 2,
1999
(DOLLARS IN MILLIONS) ------------
<S> <C>
Net cash provided by operating activities................... $ 7.2
---------
Cash Flows from Investing Activities:
Purchase of property, plant and equipment................. (19.7)
---------
Net cash used in investing activities................... (19.7)
---------
Cash Flows from Financing Activities (See Note 2):
Proceeds from issuance of common stock to Texas Pacific
Group................................................... 187.5
Proceeds from issuance of redeemable preferred stock to
Texas Pacific Group..................................... 150.0
Payment of transaction costs charged to accumulated
deficit................................................. (29.0)
Proceeds from borrowings under senior credit facilities... 800.5
Proceeds from issuance of senior subordinated notes....... 400.0
Payment of debt issuance costs............................ (52.6)
Repayment of joint venture debt........................... (73.0)
Net cash payments to Motorola in connection with
Recapitalization........................................ (1,263.8)
---------
Net cash provided by financing activities............... 119.6
---------
Net increase in cash and cash equivalents................... 107.1
Cash and cash equivalents, beginning of period.............. --
---------
Cash and cash equivalents, end of period.................... $ 107.1
=========
Supplemental schedule of noncash financing activities (See
Note 2):
Issuance of common stock to Motorola...................... $ 17.5
Issuance of redeemable preferred stock to Motorola........ $ 59.0
Issuance of junior subordinated note to Motorola.......... $ 91.0
</TABLE>
See accompanying notes to financial statements.
F-24
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
NOTES TO FINANCIAL STATEMENTS
ALL INFORMATION AS OF OCTOBER 2, 1999 AND FOR THE PERIOD FROM
AUGUST 4, 1999 TO OCTOBER 2, 1999 IS UNAUDITED
NOTE 1: BASIS OF PRESENTATION
The accompanying consolidated financial statements as of October 2, 1999 and
for the period from August 4, 1999 (the date of the Recapitalization described
in Note 2) through October 2, 1999 include the accounts of SCG Holding
Corporation and its majority-owned subsidiaries (collectively, the Company.)
The accompanying financial information reflects all adjustments, consisting
only of normal recurring adjustments, that are, in the opinion of management,
necessary for a fair statement of the results for the interim period presented.
Such financial information should be read in conjunction with the combined
financial statements of the Semiconductor Components Group (SCG) of Motorola,
Inc. (Motorola) for the year ended December 31, 1998.
The Company utilizes a calendar year as its fiscal year. However, for
quarterly reporting purposes, the Company's reporting periods end on the
Saturday closest to the calendar quarter end. The results of operations for the
period presented in the accompanying financial information are not necessarily
indicative of the results to be expected for an entire fiscal year or for any
future period.
NOTE 2: THE RECAPITALIZATION
On August 4, 1999, SCG Holding Corporation was recapitalized and certain
related transactions were effected (the Recapitalization) pursuant to an
agreement among SCG Holding Corporation, its subsidiary, Semiconductor
Components Industries, LLC, Motorola and affiliates of Texas Pacific Group. As a
result of the Recapitalization, an affiliate of Texas Pacific Group holds
approximately 91% and Motorola holds approximately 9% of the outstanding voting
stock of SCG Holding Corporation. In addition, as part of these transactions,
Texas Pacific Group received 1,500 shares and Motorola received 590 shares of
the Company's mandatorily redeemable preferred stock with a liquidation value of
$209 million plus accrued and unpaid dividends. Motorola also received $91
million of junior subordinated notes issued by Semiconductor Components
Industries, LLC. Cash payments to Motorola in connection with the
Recapitalization were financed through equity investments by affiliates of Texas
Pacific Group totaling $337.5 million, borrowings totaling $740.5 million under
the Company's $875 million senior secured bank loan facilities and the issuance
of $400 million of 12% senior subordinated notes due August 2009. Because Texas
Pacific Group acquired less than substantially all of the Company's common
stock, the basis of the Company's assets and liabilities for financial
accounting purposes was not impacted by the Recapitalization.
F-25
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF OCTOBER 2, 1999 AND FOR THE PERIOD FROM
AUGUST 4, 1999 TO OCTOBER 2, 1999 IS UNAUDITED
NOTE 3: LONG TERM DEBT
Long term debt consists of the following (dollars in millions):
<TABLE>
<CAPTION>
BALANCE
AT
INTEREST OCTOBER 2,
AMOUNT RATE 1999
-------- ------------- ----------
<S> <C> <C> <C>
Senior Bank Facilities:
Tranche A............................... $200.0 LIBOR + 3.00% $ 125.5
Tranche B............................... $325.0 LIBOR + 3.50% 325.0
Tranche C............................... $350.0 LIBOR + 3.75% 350.0
Revolving Facility...................... $375.0 LIBOR + 3.00% 0.0
--------
800.5
Senior Subordinated Notes due 2009 12% 400.0
Junior Subordinated Note due 2011
(including accrued interest of $1.5).... 10% 92.5
--------
--------
Total................................... $1,293.0
========
</TABLE>
Borrowings under Tranche A, B and C amortize within six, seven and eight
years, respectively. The Tranche A facility includes a delayed-draw facility of
$134.5 million of which $60.0 million had been borrowed as of October 2, 1999.
The remaining $74.5 million of the delayed-draw facility will remain outstanding
until February 4, 2000. The senior bank facilities as well as the senior
subordinated notes contain various covenants and restrictions. Although no
amounts are outstanding under the Company's revolving bank facility as of
October 2, 1999, the amount available has been reduced by $14.7 million for
letters of credit issued on behalf of the Company.
The Company and one of its domestic subsidiaries (collectively the Issuers)
issued the senior subordinated notes due 2009. The Company's other domestic
subsidiaries (collectively the Guarantor Subsidiaries) have jointly and
severally, irrevocably and unconditionally guaranteed the Issuers' obligations
under the senior subordinated notes. The Guarantor Subsidiaries are holding
companies whose net assets consist primarily of investments in the Company's
foreign joint ventures in China, Malaysia and the Czech Republic as well as
nominal equity interests in certain of the Company's foreign subsidiaries. The
foreign joint ventures and foreign subsidiaries (collectively, the Non-Guarantor
Subsidiaries) themselves are not guarantors of the senior subordinated notes.
F-26
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF OCTOBER 2, 1999 AND FOR THE PERIOD FROM
AUGUST 4, 1999 TO OCTOBER 2, 1999 IS UNAUDITED
NOTE 3: LONG TERM DEBT (CONTINUED)
Condensed consolidating financial information for Issuers, the Guarantor
Subsidiaries and the Non-Guarantor Subsidiaries as of October 2, 1999 and for
the period from August 4, 1999 through October 2, 1999 is as follows:
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR
ISSUERS SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
-------- ------------ ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Revenues...................................... $ 328.5 $ 13.8 $ (13.1) $ 329.2
-------- ----- ------ ------- --------
Cost of sales................................. 242.7 11.5 (13.1) 241.1
General and administrative.................... 25.4 0.7 26.1
Other operating expenses...................... 22.1 22.1
-------- ----- ------ ------- --------
Total operating costs and expenses.......... 290.2 12.2 (13.1) 289.3
-------- ----- ------ ------- --------
Operating income.............................. 38.3 1.6 0.0 39.9
Interest expense.............................. 21.9 1.1 23.0
Equity earnings............................... 1.0 1.0 (1.2) 0.8
-------- ----- ------ ------- --------
Income before taxes and minority interests.... 17.4 1.0 0.5 (1.2) 17.7
Provision for income taxes.................... (14.9) (14.9)
Minority interests............................ (0.3) (0.3)
-------- ----- ------ ------- --------
Net income.................................. $ 2.5 $ 1.0 $ 0.5 $ (1.5) $ 2.5
======== ===== ====== ======= ========
Receivables................................... $ 202.4 $ 10.1 $ (6.0) $ 206.5
Inventories................................... 202.7 7.8 210.5
Other current assets.......................... 125.9 14.0 (6.2) 133.7
-------- ----- ------ ------- --------
Total current assets........................ 531.0 31.9 (12.2) 550.7
Property, plant and equipment, net............ 498.0 112.6 610.6
Deferred income taxes......................... 280.2 280.2
Investments and other assets.................. 170.2 45.2 3.3 (147.1) 71.6
-------- ----- ------ ------- --------
Total assets................................ $1,479.4 $45.2 $147.8 $(159.3) $1,513.1
======== ===== ====== ======= ========
Accounts payable.............................. $ 99.5 $ 8.3 $ (6.8) $ 101.0
Accrued expenses.............................. 139.7 5.6 145.3
-------- ----- ------ ------- --------
Total current liabilities................... 239.2 13.9 (6.8) 246.3
Long term debt and other...................... 1,309.9 79.7 (79.4) 1,310.2
-------- ----- ------ ------- --------
Total liabilities........................... 1,549.1 93.6 (86.2) 1,556.5
-------- ----- ------ ------- --------
Minority interests............................ 28.3 28.3
-------- ----- ------ ------- --------
Redeemable preferred stock.................... 213.2 213.2
-------- ----- ------ ------- --------
Stockholders' equity (deficit)................ (282.9) 45.2 54.2 (101.4) (284.9)
-------- ----- ------ ------- --------
Liabilities, minority interests, redeemable
preferred stock and stockholders' equity
(deficit)................................... $1,479.4 $45.2 $147.8 $(159.3) $1,513.1
======== ===== ====== ======= ========
</TABLE>
F-27
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF OCTOBER 2, 1999 AND FOR THE PERIOD FROM
AUGUST 4, 1999 TO OCTOBER 2, 1999 IS UNAUDITED
NOTE 4: INVESTMENTS IN JOINT VENTURES
The Company has investments in joint ventures located in China and the Czech
Republic and a subsidiary established in anticipation of a joint venture in
Slovakia, each of which was accounted for under the equity method prior to the
Recapitalization. In connection with the Recapitalization, the Company
refinanced third-party non-recourse loans of the joint ventures totaling $73.0
million with intercompany loans and, as a result, began consolidating these
joint ventures effective August 4, 1999.
The Company has a 50% interest in Semiconductor Miniatures Products Malaysia
Sdn. Bhd. (SMP), a company that operates a semiconductor assembly facility in
Seremban, Malaysia. The Company accounts for its investment in SMP using the
equity method.
NOTE 5: RESTRUCTURING AND OTHER CHARGES
Subsequent to the Recapitalization, the Company incurred $6.4 million of
one-time costs primarily relating to the worldwide launch of its new trade name,
ON Semiconductor-TM-. Such costs have been separately identified as
restructuring and other charges within operating costs and expenses in the
accompanying consolidated statement of operations and comprehensive income
(loss).
In June 1998, Motorola recorded a charge to cover restructuring costs
related to the consolidation of manufacturing operations, the exit of
non-strategic or poorly performing businesses and a reduction in worldwide
employment by 20,000. Asset impairment and other charges were also recorded for
the write-down of assets which became impaired as a result of current business
conditions or business portfolio decisions. The Company's charges related to
these actions were $189.8 million of which $53.9 million represented asset
impairments charged directly against property, plant and equipment.
As part of our recapitalization, Motorola agreed to retain, and subsequently
release, approximately 900 employees whom the Semiconductor Components Group had
planned to release as part of its restructuring program.
At October 2, 1999, $13.6 million of related restructuring accruals remained
outstanding. The following table summarizes movements in the restructuring
accruals from August 4, 1999, the date of the Recapitalization, through
October 2, 1999:
<TABLE>
<CAPTION>
AUGUST 4, OCTOBER 2,
1999 PAYMENTS 1999
--------- -------- ----------
<S> <C> <C> <C>
Consolidation of manufacturing operations..... $ 9.4 $(0.7) $ 8.7
Business exits................................ 4.9 -- 4.9
----- ----- -----
$14.3 $(0.7) $13.6
===== ===== =====
</TABLE>
The Company's remaining accrual at October 2, 1999 for the consolidation of
manufacturing operations represents the finalization of plant closings in the
United States while the remaining
F-28
<PAGE>
SCG HOLDING CORPORATION AND SUBSIDIARIES
(D/B/A ON SEMICONDUCTOR)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALL INFORMATION AS OF OCTOBER 2, 1999 AND FOR THE PERIOD FROM
AUGUST 4, 1999 TO OCTOBER 2, 1999 IS UNAUDITED
NOTE 5: RESTRUCTURING AND OTHER CHARGES (CONTINUED)
accrual within the business exits category relates to the costs of exiting two
unprofitable product lines. The Company expects to liquidate the remaining
accruals via cash payments.
NOTE 6: CONTINGENCIES
The Company is currently involved in a variety of legal matters that arose
in the normal course of business. Based on information currently available,
management does not believe that the ultimate resolution of these matters will
have a material adverse effect on our financial condition, results of operations
or cash flows.
NOTE 7: SEGMENT INFORMATION
The Company operates in one industry segment and is engaged in the design,
development, manufacture and marketing of a wide variety of semiconductor
products for the semiconductor industry and original equipment manufacturers.
The Company operates in various geographic locations. Sales to unaffiliated
customers have little correlation with the location of manufacture. It is,
therefore, not meaningful to present operating profit by geographic location.
The Company conducts a substantial portion of its operations outside of the
United States and is subject to risks associated with non-U.S. operations, such
as political risks, currency controls and fluctuations, tariffs, import controls
and air transportation. Net product sales to unaffiliated customers by
geographic location, including local sales and exports made by operations within
each area, for the period from August 4, 1999 to October 2, 1999 approximated
$154.3 million, $79.2 million, $56.9 million and $38.8 million in the Americas,
Asia/Pacific, Europe and Japan, respectively.
F-29
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS OR IN THE ACCOMPANYING
LETTER OF TRANSMITTAL. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR
REPRESENTATIONS. THIS PROSPECTUS AND THE ACCOMPANYING LETTER OF TRANSMITTAL ARE
AN OFFER TO SELL OR TO BUY ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND IN THE ACCOMPANYING LETTER OF TRANSMITTAL ARE
CURRENT ONLY AS OF THEIR RESPECTIVE DATES.
- --------------------------------------------------------------------------------
[LOGO]
THROUGH AND INCLUDING , (THE 90TH DAY AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
,
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Limited Liability Company Agreements of Semiconductor Components
Industries, LLC ("Semiconductor Components") and SCG International Development,
LLC and the Certificates of Incorporation of SCG Holding Corporation ("SCG
Holding"), SCG (Malaysia SMP) Holding Corporation, SCG (China) Holding
Corporation, SCG (Czech) Holding Corporation and Semiconductor Components
Industries Puerto Rico, Inc. (each, a "Co-Registrant") provide for
indemnification of the Registrants' officers and directors or members, as the
case may be.
The Limited Liability Company Agreements of Semiconductor Components and SCG
International Development, LLC each provide for the indemnification of their
sole Member, SCG Holding, their officers, and each of their respective
affiliates, officers, directors, shareholders, agents or employees if such
persons acted in furtherance of the interests of the respective company's
interest and no court of competent jurisdiction decides that the actions of such
persons constituted bad faith, gross negligence or willful misconduct.
The Certificate of Incorporation for each of the remaining Co-Registrants
provides for the indemnification of all persons, including its directors, whom
it may indemnify to the fullest extent permitted by the General Corporation Law
of the State of Delaware (the "DGCL"). Section 145 of the DGCL provides as
follows:
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE--
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made
II-1
<PAGE>
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Any Indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liability under this section.
For purposes of this section, references to "the corporation" shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
II-2
<PAGE>
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
The Registrant also carries liability insurance covering officers and
directors.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS. A list of exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by any such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SCG HOLDING CORPORATION
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ STEVE HANSON
------------------------------------------- President and Director of January 11, 2000
Steve Hanson the registrant
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer and
------------------------------------------- Chief Accounting Officer January 11, 2000
Dario Sacomani of the registrant
/s/ CURTIS J. CRAWFORD* Chairman of the Board of
------------------------------------------- Directors of the January 11, 2000
Curtis J. Crawford registrant
/s/ DAVID BONDERMAN*
------------------------------------------- Director of the registrant January 11, 2000
David Bonderman
/s/ RICHARD W. BOYCE*
------------------------------------------- Director of the registrant January 11, 2000
Richard W. Boyce
/s/ JUSTIN T. CHANG*
------------------------------------------- Director of the registrant January 11, 2000
Justin T. Chang
/s/ DAVID M. STANTON*
------------------------------------------- Director of the registrant January 11, 2000
David M. Stanton
------------------------------------------- Director of the registrant
William A. Franke
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ DARIO SACOMANI
--------------------------------------
Dario Sacomani, AS ATTORNEY-IN-FACT
</TABLE>
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<C> <S> <C>
President of the registrant
/s/ STEVE HANSON and Director of SCG
------------------------------------------- Holding Corporation (the January 11, 2000
Steve Hanson sole member of the
registrant)**
/s/ DARIO SACOMANI Financial Officer and Chief
------------------------------------------- Accounting Officer of the January 11, 2000
Dario Sacomani registrant
Chairman of the Board of
/s/ CURTIS J. CRAWFORD* Directors of SCG Holding
------------------------------------------- Corporation (the sole January 11, 2000
Curtis J. Crawford member of the
registrant)**
Director of SCG Holding
/s/ DAVID BONDERMAN* Corporation (the sole
------------------------------------------- member of the January 11, 2000
David Bonderman registrant)**
Director of SCG Holding
/s/ RICHARD W. BOYCE* Corporation (the sole
------------------------------------------- member of the January 11, 2000
Richard W. Boyce registrant)**
Director of SCG Holding
/s/ JUSTIN T. CHANG* Corporation (the sole
------------------------------------------- member of the January 11, 2000
Justin T. Chang registrant)**
Director of SCG Holding
/s/ DAVID M. STANTON* Corporation (the sole
------------------------------------------- member of the January 11, 2000
David M. Stanton registrant)**
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<C> <S> <C>
Director of SCG Holding
Corporation (the sole
------------------------------------------- member of the
William A. Franke registrant)**
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ DARIO SACOMANI
--------------------------------------
Dario Sacomani, AS ATTORNEY-IN-FACT
</TABLE>
** As a Delaware limited liability company, the registrant does not have any
directors.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SCG INTERNATIONAL DEVELOPMENT, LLC
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
President of the registrant
and Director of SCG
Holding Corporation (the
/s/ STEVE HANSON sole member of
------------------------------------------- Semiconductor Components January 11, 2000
Steve Hanson Industries, LLC, the sole
member of the
registrant)**
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer and
------------------------------------------- Chief Accounting Officer January 11, 2000
Dario Sacomani of the registrant
Chairman of the Board of
Directors of SCG Holding
/s/ CURTIS J. CRAWFORD* Corporation (the sole
------------------------------------------- member of Semiconductor January 11, 2000
Curtis J. Crawford Components Industries,
LLC, the sole member of
the registrant)**
Director of SCG Holding
Corporation (the sole
/s/ DAVID BONDERMAN* member of Semiconductor
------------------------------------------- Components Industries, January 11, 2000
David Bonderman LLC, the sole member of
the registrant)**
Director of SCG Holding
Corporation (the sole
/s/ RICHARD W. BOYCE* member of Semiconductor
------------------------------------------- Components Industries, January 11, 2000
Richard W. Boyce LLC, the sole member of
the registrant)**
</TABLE>
S-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
Director of SCG Holding
Corporation (the sole
/s/ JUSTIN T. CHANG* member of Semiconductor
------------------------------------------- Components Industries, January 11, 2000
Justin T. Chang LLC, the sole member of
the registrant)**
Director of SCG Holding
Corporation (the sole
/s/ DAVID M. STANTON* member of Semiconductor
------------------------------------------- Components Industries, January 11, 2000
David M. Stanton LLC, the sole member of
the registrant)**
Director of SCG Holding
Corporation (the sole
member of Semiconductor
------------------------------------------- Components Industries,
William A. Franke LLC, the sole member of
the registrant)**
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ DARIO SACOMANI
--------------------------------------
Dario Sacomani, AS ATTORNEY-IN-FACT
</TABLE>
** As Delaware limited liability companies, neither the registrant nore its
sole member, Semiconductor Components Industries, LLC, has any directors.
S-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SCG (MALAYSIA SMP) HOLDING CORPORATION
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ STEVE HANSON President of the registrant
------------------------------------------- January 11, 2000
Steve Hanson
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer and
------------------------------------------- Chief Accounting Officer January 11, 2000
Dario Sacomani of the registrant
/s/ GEORGE H. CAVE Director of the registrant
------------------------------------------- January 11, 2000
George H. Cave
/s/ JEAN-JAQUES MORIN Director of the registrant
------------------------------------------- January 11, 2000
Jean-Jaques Morin
Director of the registrant
-------------------------------------------
Henry Leung
</TABLE>
S-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SCG (CHINA) HOLDING CORPORATION
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ STEVE HANSON President of the registrant
------------------------------------------- January 11, 2000
Steve Hanson
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer and
------------------------------------------- Chief Accounting Officer January 11, 2000
Dario Sacomani of the registrant
/s/ GEORGE H. CAVE Director of the registrant
------------------------------------------- January 11, 2000
George H. Cave
/s/ JEAN-JACQUES MORIN Director of the registrant
------------------------------------------- January 11, 2000
Jean-Jacques Morin
</TABLE>
S-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
has duly caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SEMICONDUCTOR COMPONENTS INDUSTRIES PUERTO
RICO, INC.
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ STEVE HANSON President of the registrant
------------------------------------------- January 11, 2000
Steve Hanson
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer, Chief
------------------------------------------- Accounting Officer and January 11, 2000
Dario Sacomani Director of the registrant
/s/ GEORGE H. CAVE Director of the registrant
------------------------------------------- January 11, 2000
George H. Cave
/s/ JEAN-JACQUES MORIN Director of the registrant
------------------------------------------- January 11, 2000
Jean-Jacques Morin
</TABLE>
S-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on January 11, 2000.
<TABLE>
<S> <C> <C>
SCG (CZECH) HOLDING CORPORATION
BY: /S/ STEVE HANSON
-----------------------------------------
NAME: STEVE HANSON
TITLE: PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on January 11, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<C> <S> <C>
/s/ STEVE HANSON President of the registrant
------------------------------------------- January 11, 2000
Steve Hanson
Senior Vice President, Chief
/s/ DARIO SACOMANI Financial Officer and
------------------------------------------- Chief Accounting Officer January 11, 2000
Dario Sacomani of the registrant
/s/ GEORGE H. CAVE Director of the registrant
------------------------------------------- January 11, 2000
George H. Cave
/s/ JEAN-JACQUES MORIN Director of the registrant
------------------------------------------- January 11, 2000
Jean-Jacques Morin
</TABLE>
S-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
2.1 Reorganization Agreement, dated as of May 11, 1999, among
Motorola, Inc., SCG Holding Corporation and Semiconductor
Components Industries LLC.+*
2.2 Agreement and Plan of Recapitalization and Merger, as
amended, dated as of May 11, 1999, among SCG Holding
Corporation, Semiconductor Components Industries, LLC,
Motorola, Inc., TPG Semiconductor Holdings LLC, and TPG
Semiconductor Acquisition Corp.+*
2.3 Amendment No. 1 to Agreement and Plan of Recapitalization
and Merger, dated as of July 28, 1999, among SCG Holding
Corporation, Semiconductor Components Industries, LLC,
Motorola, Inc., TPG Semiconductor Holdings LLC, and TPG
Semiconductor Acquisition Corp.+*
3.1 Amended and Restated Certificate of Incorporation of SCG
Holding Corporation*
3.2 Certificate of Limited Liability Company of Semiconductor
Components Industries, LLC*
3.3 Certificate of Incorporation of SCG (Malaysia SMP) Holding
Corporation*
3.4 Amended and Restated Certificate of Incorporation of SCG
(China) Holding Corporation*
3.5 Amended and Restated Certificate of Incorporation of SCG
(Czech) Holding Corporation*
3.6 Amended and Restated Certificate of Incorporation of
Semiconductor Components Industries Puerto Rico, Inc.*
3.7 Certificate of Limited Liability Company of SCG
International Development, LLC*
3.8 Bylaws of SCG Holding Corporation***
3.9 Limited Liability Company Agreement of Semiconductor
Components Industries, LLC*
3.10 Bylaws of SCG (Malaysia SMP) Holding Corporation*
3.11 Bylaws of SCG (China) Holding Corporation*
3.12 Bylaws of SCG (Czech) Holding Corporation*
3.13 Bylaws of Semiconductor Components Industries Puerto Rico,
Inc.*
3.14 Limited Liability Company Agreement of SCG International
Development, LLC*
4.1 Indenture, dated as of August 4, among SCG Holding
Corporation, Semiconductor Components Industries, LLC and
State Street Bank and Trust Company, as trustee, relating to
the 12% Senior Subordinated Notes due 2009*
4.2 Form of 12% Senior Subordinated Note due 2009 of SCG Holding
Corporation and Semiconductor Components Industries, LLC
(the "Initial Note") (included as Exhibit A to The Indenture
filed as Exhibit 4.1)*
4.3 Form of 12% Senior Subordinated Note due 2009 of SCG Holding
Corporation and Semiconductor Components Industries, LLC
(the "Exchange Note") (included as Exhibit B to the
Indenture filed as Exhibit 4.1)*
4.4 Junior Subordinated Note Due 2011 payable to Motorola, Inc.*
4.5 Exchange Offer and Registration Rights Agreement, dated
August 4, 1999, Semiconductor Components Industries, LLC,
SCG Holding Corporation, the subsidiary guarantors of SCG
Holding Corporation*
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding the
legality of Exchange Notes*
10.1 Purchase Agreement, dated as of August 4, 1999, among SCG
Holding Corporation, Semiconductor Components Industries,
LLC, Chase Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc.*
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.2 Credit Agreement, dated as of August 4, 1999, among SCG
Holding Corporation, Semiconductor Components Industries,
LLC, The Chase Manhattan Bank, as Administrative Agent,
Credit Lyonnais New York Branch as Co-Documentation Agent,
DLJ Capital Funding, Inc., as Co-Documentation Agent, Lehman
Commercial Paper Inc., as Co-Documentation Agent and Chase
Securities Inc., as Arranger and the other financial
institutions party thereto*
10.3 Guarantee Agreement, dated as of August 4, 1999, among SCG
Holding Corporation, the subsidiary guarantors of SCG
Holding Corporation that are signatories thereto, and The
Chase Manhattan Bank, as collateral agent*
10.4 Security Agreement, dated as of August 4, 1999, among
Semiconductor Components Industries, LLC, SCG Holding
Corporation, the subsidiary guarantors of SCG Holding
Corporation that are signatories thereto, and The Chase
Manhattan Bank, as collateral agent++***
10.5 Amended and Restated Intellectual Property Agreement, dated
August 4, 1999, among Semiconductor Components Industries,
LLC and Motorola, Inc.++***
10.6 Transition Services Agreement, dated August 4, 1999, among
Motorola, Inc., SCG Holding Corporation, and Semiconductor
Components Industries, LLC*
10.7 Employee Matters Agreements, as amended, dated July 30,
1999, among Semiconductor Components Industries, LLC, SCG
Holding Corporation and Motorola, Inc.**
10.8 Motorola Assembly Agreement, dated July 31, 1999, among
Semiconductor Components Industries, LLC and Motorola,
Inc.++*
10.9 SCG Assembly Agreement, dated July 31, 1999, among
Semiconductor Components Industries, LLC and Motorola,
Inc.++*
10.10 Motorola Foundry Agreement, dated July 31, 1999, among
Semiconductor Components Industries, LLC and Motorola,
Inc.++*
10.11 SCG Foundry Agreement, dated July 31, 1999, among
Semiconductor Components Industries, LLC and Motorola,
Inc.++*
10.12 Equipment Lease and Repurchase Agreement, dated July 31,
1999, among Semiconductor Components Industries, LLC and
Motorola, Inc.*
10.13 Equipment Passdown Agreement, dated July 31, 1999, among
Semiconductor Components Industries, LLC and Motorola,
Inc.++*
10.14 SCG Holding Corporation 1999 Founders Stock Option Plan*
10.15 Lease for 52nd Street property, dated July 31, 1999, among
Motorola Inc. as Lessor and Semiconductor Components
Industries, LLC, as Lessee*
10.16 Lease for U.S. Locations (Mesa, Chandler, 56th Street and
Tempe), dated July 31, 1999, among Semiconductor Components
Industries, LLC as Lessor, and Motorola, Inc. as Lessee*
10.17 Declaration of Reciprocal Covenants, Easement of
Restrictions and Options to Purchase and Lease, dated
July 31, 1999, among Semiconductor Components Industries,
LLC and Motorola, Inc.*
10.18 Employment Agreement, dated as of October 27, 1999, between
Semiconductor Components Industries, LLC and Steve Hanson*
10.19 Employment Agreement, dated as of September 13, 1999,
between Semiconductor Components Industries, LLC and Michael
Rohleder*
10.20 Employment Agreement, dated as of November 8, 1999, between
Semiconductor Components Industries, LLC and James
Thorburn**
10.21 Employment Agreement, dated as of October 27, 1999, between
Semiconductor Components Industries, LLC and William George*
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.22 Employment Agreement, dated as of October 27, 1999, between
Semiconductor Components Industries, LLC and Dario Sacomani*
10.23 Pledge and Security Agreement, dated as of November 8, 1999,
between Semiconductor Components Industries, LLC and James
Thorburn**
10.24 Promissory Note/Security Interest, dated as of November 8,
1999, from James Thorburn to Semiconductor Components
Industries, LLC**
10.25 Summary of Deferred Compensation Plan**
10.26 Stock Option Agreement, dated as of November 22, 1999,
between SCG Holding Corporation and Steven Hanson****
10.27 Stock Option Agreement, dated as of November 22, 1999,
between SCG Holding Corporation and Dario Sacomani****
10.28 Stock Option Agreement, dated as of November 8, 1999,
between SCG Holding Corporation and James Thorburn****
10.29 Stock Option Agreement, dated as of November 22, 1999,
between SCG Holding Corporation and William George****
10.30 Stock Option Agreement, dated as of November 22, 1999,
between SCG Holding Corporation and Michael Rohleder****
10.31 Stock Option Agreement, dated as of November 22, 1999,
between SCG Holding Corporation and Richard Boyce****
12.1 Calculation of Ratio of Earnings to Fixed Charges***
21.1 List of Significant Subsidiaries***
23.1 Consent of KPMG LLP, independent accountants***
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
its opinion filed as Exhibit 5.1)*
24.1 Power of Attorney*
25.1 Form T-1 with respect to the eligibility of State Street
Bank & Trust Company with respect to the Indenture*
27.1 Financial Data Schedule***
99.1 Form of Letter of Transmittal**
99.2 Form of Notice of Guaranteed Delivery**
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees**
99.4 Form of Letter to Clients**
99.5 Stockholders Agreement dated as of August 4, 1999 among SCG
Holding Corporation, TPG Semiconductor Holdings, LLC and
Motorola, Inc.*
</TABLE>
- ------------------------
* Previously filed.
** Filed herewith.
*** Previously filed and filed herewith in a revised form.
****To be filed by amendment.
+ Schedules or other attachments to these exhibits not filed herewith shall be
furnished to the Commission upon request.
++ Portions of these exhibits have been omitted pursuant to a request for
confidential treatment.
<PAGE>
EXHIBIT 3.8
BY-LAWS
OF
SCG HOLDING CORPORATION
AS AMENDED DECEMBER 13, 1999
ARTICLE I
Offices
SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of The Corporation Trust Company, in
the City of Wilmington, in the County of New Castle, in the State of Delaware,
and said corporation shall be the registered agent of this corporation in charge
thereof.
SECTION 2. OTHER OFFICES. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the offices of the
corporation in Delaware on the first Tuesday of April at 11:30 A.M.
If the date of the annual meeting shall fall upon a legal holiday,
the meeting shall be held on the next business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.
SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of meeting.
1
<PAGE>
SECTION 3. VOTING. Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All
elections for directors shall be decided by plurality vote; all questions shall
be decided by majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the meeting
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
SECTION 4. QUORUM. Except as otherwise required by Law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of stock entitled
to vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes may be called by the President or Secretary, or by
resolution of the directors.
SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
2
<PAGE>
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. The number of directors shall be
fixed by the Board of Directors from time to time, but shall be not less
than six or more than nine. Each director shall be elected to serve until
his successor shall be elected and shall qualify. Directors need not be
stockholders.
SECTION 2. RESIGNATIONS. Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum, by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
SECTION 4. REMOVAL. Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the stockholders
called for the purpose and the vacancies thus created may be filled, at the
meeting held for the purpose of removal, by the affirmative vote of a majority
in interest of the stockholders entitled to vote.
Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a classified
Board of Directors only for cause. If the Certificate of Incorporation provides
for cumulative voting and if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the entire board of directors, or if there be classes of directors, at an
election of the class of directors of which he is a part.
If the holders of any class of series are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation, these
provisions shall apply, in respect to the removal without cause of a director or
directors so elected, to the vote of the holders of the outstanding shares of
that class or series and not to the vote of the outstanding shares as a whole.
SECTION 5. INCREASE OF NUMBER. The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the directors,
3
<PAGE>
though less than a quorum, or, by the affirmative vote of a majority interest of
the stockholders, at the annual meeting or at a special meeting called for that
purpose, and by like vote the additional directors may be chosen at such meeting
to hold office until the next annual election and until their successors are
elected and qualify.
SECTION 6. POWERS. The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders.
SECTION 7. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
SECTION 8. MEETINGS. The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the directors.
Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the board may be called by the President or by
the Secretary on the written request of any two directors on at least two day's
notice to each director and shall be held at such place or places as may be
determined by the directors, or shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or
by these By-Laws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of
4
<PAGE>
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
SECTION 9. QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.
SECTION 10. COMPENSATION. Non-employee directors, as such, may
receive such stated salary for their services and/or such fixed sums and
expenses of attendance for attendance at each regular or special meeting of the
Board of Directors or any committee thereof as may be established by resolution
of the Board; provided, that no compensation shall be so paid for participation
in any action taken pursuant to Article III, Section II; and provided, further,
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the board, or of such committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the board or committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall be elected by the
Board of Directors and who shall hold office until their successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The officers shall be elected at the first meeting of the Board of Directors
after each annual meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
5
<PAGE>
SECTION 4. PRESIDENT. The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or nonelection of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT. Each Vice-President shall have such
powers and shall perform such duties as shall be assigned to him by the
directors.
SECTION 6. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
SECTION 7. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors, or stockholders, upon
whose requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He shall
have the custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
MISCELLANEOUS
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SECTION 1. CERTIFICATES OF STOCK. Certificate of stock, signed by
the Chairman or Vice Chairman of the Board of Directors, if they be elected,
President or Vice-President, and the Treasurer or an Assistant Treasurer, or
Secretary or an Assistant Secretary, shall be issued to each stockholder
certifying the number of shares owned by him in the corporation. Any of or all
the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the company.
SECTION 6. SEAL. The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL
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DELAWARE". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolutions of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof if
notice of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat , or
by the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws
to be made, be contained in the notice of such special meeting.
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EXHIBIT 10.4*
EXECUTION COPY
SECURITY AGREEMENT dated as of August 4, 1999,
among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a
Delaware limited liability company (the "Borrower"), SCG
HOLDING CORPORATION, a Delaware corporation
("Holdings"), each subsidiary of Holdings listed on
Schedule I hereto (each such subsidiary individually a
"Subsidiary" or a "Guarantor" and, collectively, the
"Subsidiaries" or, with Holdings, the "Guarantors"; the
Guarantors and the Borrower are referred to collectively
herein as the "Grantors") and THE CHASE MANHATTAN BANK,
a New York banking corporation ("Chase"), as collateral
agent (in such capacity, the "Collateral Agent") for the
Secured Parties (as defined herein).
Reference is made to (a) the Credit Agreement dated as of August 4, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, Holdings, the lenders from time to time party
thereto (the "Lenders"), Chase, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and Credit Lyonnais New York Branch, DLJ
Capital Funding, Inc. and Lehman Commercial Paper Inc., as co-documentation
agents and (b) the Guarantee Agreement dated as of August 4, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
Agreement"), among the Guarantors and the Collateral Agent.
The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Each of the Guarantors has agreed to guarantee, among other
things, all the obligations of the Borrower under the Credit Agreement. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by the Grantors of an agreement in the form hereof to secure (a) the
due and punctual payment of (i) the principal of and premium, if any, and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements made by the Issuing Bank
with respect thereto, interest thereon and obligations to provide, under certain
circumstances, cash collateral in connection therewith and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents, (c) unless otherwise agreed to in writing by the applicable Lender
party thereto, the due and punctual payment and performance of all obligations
of the Borrower or any other Loan Party, monetary or otherwise, under each
Hedging Agreement entered into with a counterparty that was a Lender (or an
Affiliate of a Lender) at the time such Hedging Agreement was entered into and
(d) the due and punctual payment and performance of all obligations in respect
of overdrafts and related liabilities owed to the Administrative Agent or any of
its Affiliates and arising from
- ---------------
* Confidential Information in this Exhibit 10.4 has been omitted and filed
separately with the Securities and Exchange Commission.
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treasury, depositary and cash management services in connection with any
automated clearing house transfers of funds (all the monetary and other
obligations described in the preceding clauses (a) through (d) being
collectively called the "Obligations").
Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Definition of Terms Used Herein. Unless the context
otherwise requires, all capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement.
SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the
following terms shall have the following meanings:
"Account Debtor" shall mean any Person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.
"Accounts" shall mean all "accounts" (as defined in the Uniform Commercial
Code as in effect in the State of New York ("UCC")) of any Grantor and shall
include any and all right, title and interest of any Grantor to payment for
goods and services sold or leased, including any such right evidenced by chattel
paper, whether due or to become due, whether or not it has been earned by
performance, and whether now or hereafter acquired or arising in the future,
including accounts receivable from Affiliates of the Grantors.
"Accounts Receivable" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.
"Collateral" shall mean all (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts,
(g) Investment Property and (h) Proceeds.
"Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.
"Commodity Contract" shall mean a commodity futures contract, an option on
a commodity futures contract, a commodity option or any other contract that, in
each case, is (a) traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract pursuant to the federal
commodities laws or (b) traded on a foreign commodity board of trade, exchange
or market, and is carried on the books of a Commodity Intermediary for a
Commodity Customer.
"Commodity Customer" shall mean a Person for whom a Commodity Intermediary
carries a Commodity Contract on its books.
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"Commodity Intermediary" shall mean (a) a Person who is registered as a
futures commission merchant under the federal commodities laws or (b) a Person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.
"Copyright License" shall mean any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.
"Copyrights" shall mean all of the following: (a) all copyright rights in
any work subject to the copyright laws of the United States or any other
country, whether as author, assignee, transferee or otherwise, and (b) all
registrations and applications for registration of any such copyright in the
United States or any other country, including registrations, recordings,
supplemental registrations and pending applications for registration in the
United States Copyright Office, including those listed on Schedule II.
"Credit Agreement" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.
"Documents" shall mean all instruments, files, records, ledger sheets and
documents covering or relating to any of the Collateral.
"Entitlement Holder" shall mean a Person identified in the records of a
Securities Intermediary as the Person having a Security Entitlement against the
Securities Intermediary. If a Person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such Person is the
Entitlement Holder.
"Equipment" shall mean "equipment" (as defined in the UCC) of any Grantor
and shall include all equipment, furniture and furnishings, and all tangible
personal property similar to any of the foregoing, including tools, parts and
supplies of every kind and description, and all improvements, accessions or
appurtenances thereto, that are now or hereafter owned by any Grantor. The term
Equipment shall include Fixtures.
"Financial Asset" shall mean (a) a Security, (b) an obligation of a Person
or a share, participation or other interest in a Person or in property or an
enterprise of a Person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another Person in a Securities Account if the
Securities Intermediary has expressly agreed with the other Person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a Person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.
"Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.
"General Intangibles" shall mean all "general intangibles" (as defined in
the UCC) of any Grantor and shall include choses in action and causes of action
and all other assignable intangible personal property of any Grantor of every
kind and nature (other than Accounts Receivable) now owned
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or hereafter acquired by any Grantor, including corporate or other business
records, indemnification claims, contract rights (including rights under leases,
whether entered into as lessor or lessee, Hedging Agreements and other
agreements), Intellectual Property, goodwill, registrations, franchises, tax
refund claims and any letter of credit, guarantee, claim, security interest or
other security held by or granted to any Grantor to secure payment by an Account
Debtor of any of the Accounts Receivable.
"Intellectual Property" shall mean all intellectual and similar property
of any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.
"Inventory" shall mean "inventory" (as defined in the UCC) of any Grantor
and shall include all goods of any Grantor, whether now owned or hereafter
acquired, held for sale or lease, or furnished or to be furnished by any Grantor
under contracts of service, or consumed in any Grantor's business, including raw
materials, intermediates, work in process, packaging materials, finished goods,
semi-finished inventory, scrap inventory, manufacturing supplies and spare
parts, and all such goods that have been returned to or repossessed by or on
behalf of any Grantor.
"Investment Property" shall mean all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts
and Commodity Accounts of any Grantor, whether now owned or hereafter acquired
by any Grantor.
"License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule III (other than those license agreements in
existence on the date hereof and listed on Schedule III and those license
agreements entered into after the date hereof, which by their terms prohibit
assignment or a grant of a security interest by such Grantor as licensee
thereunder).
"Obligations" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.
"Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any invention
on which a Patent, now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.
"Patents" shall mean all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.
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"Perfection Certificate" shall mean a certificate substantially in the
form of Annex 2 hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by an executive officer or
Financial Officer of Holdings.
"Proceeds" shall mean "proceeds" (as defined in the UCC) of any Grantor
and shall include any consideration received from the sale, exchange, license,
lease or other disposition of any asset or property that constitutes Collateral,
any value received as a consequence of the possession of any Collateral and any
payment received from any insurer or other Person or entity as a result of the
destruction, loss, theft, damage or other involuntary conversion of whatever
nature of any asset or property which constitutes Collateral, and shall include
, (a) any claim of any Grantor against any third party for (and the right to sue
and recover for and the rights to damages or profits due or accrued arising out
of or in connection with) (i) past, present or future infringement of any Patent
now or hereafter owned by any Grantor, or licensed under a Patent License, (ii)
past, present or future infringement or dilution of any Trademark now or
hereafter owned by any Grantor or licensed under a Trademark License or injury
to the goodwill associated with or symbolized by any Trademark now or hereafter
owned by any Grantor, (iii) past, present or future breach of any License and
(iv) past, present or future infringement of any Copyright now or hereafter
owned by any Grantor or licensed under a Copyright License and (b) any and all
other amounts from time to time paid or payable under or in connection with any
of the Collateral.
"Secured Parties" shall mean (a) the Lenders, (b) the Issuing Bank, (c)
the Administrative Agent, (d) the Collateral Agent, (e) each counterparty to a
Hedging Agreement entered into with the Borrower or any Loan Party if such
counterparty was a Lender (or an Affiliate of a Lender) at the time the Hedging
Agreement was entered into, (f) the beneficiaries of each indemnification
obligation undertaken by any Grantor under any Loan Document and (g) the
successors and assigns of each of the foregoing.
"Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of shares,
participations, interests or obligations and (c)(i) are, or are of a type, dealt
with or traded on securities exchanges or securities markets or (ii) are a
medium for investment and by their terms expressly provide that they are a
security governed by Article 8 of the Uniform Commercial Code.
"Securities Account" shall mean an account to which a Financial Asset is
or may be credited in accordance with an agreement under which the Person
maintaining the account undertakes to treat the Person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.
"Security Entitlements" shall mean the rights and property interests of an
Entitlement Holder with respect to a Financial Asset.
"Security Interest" shall have the meaning assigned to such term in
Section 2.01.
"Security Intermediary" shall mean (a) a clearing corporation or (b) a
Person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.
"Trademark License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Grantor or which any
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Grantor otherwise has the right to license, or granting to any Grantor any right
to use any Trademark now or hereafter owned by any third party, and all rights
of any Grantor under any such agreement.
"Trademarks" shall mean all of the following: (a) all trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office, any State of the United States or any similar offices in any
other country or any political subdivision thereof, and all extensions or
renewals thereof, including those listed on Schedule V, (b) all goodwill
associated therewith or symbolized thereby and (c) all other assets, rights and
interests that uniquely reflect or embody such goodwill.
SECTION 1.03. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement.
ARTICLE II
Security Interest
SECTION 2.01. Security Interest. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates
and transfers to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, and hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of such Grantor's right, title and interest
in, to and under the Collateral (the "Security Interest"). Without limiting the
foregoing, the Collateral Agent is hereby authorized to file one or more
financing statements (including fixture filings), continuation statements,
filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country) or other documents for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantors, and naming any Grantor or the
Grantors as debtors and the Collateral Agent as secured party.
SECTION 2.02. No Assumption of Liability. The Security Interest is granted
as security only and shall not subject the Collateral Agent or any other Secured
Party to, or in any way alter or modify, any obligation or liability of any
Grantor with respect to or arising out of the Collateral.
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ARTICLE III
Representations and Warranties
The Grantors jointly and severally represent and warrant to the Collateral
Agent and the Secured Parties that:
SECTION 3.01. Title and Authority. Each Grantor has good and valid rights
in and title to the Collateral with respect to which it has purported to grant a
Security Interest hereunder and has full power and authority to grant to the
Collateral Agent the Security Interest in such Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other Person other than
any consent or approval which has been obtained.
SECTION 3.02. Filings. (a) The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete in all material respects. Fully executed Uniform Commercial
Code financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations containing a description of the
Collateral have been delivered to the Collateral Agent for filing in each
governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate, which are all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the
Security Interest in Collateral consisting of United States Patents, Trademarks
and Copyrights) that are necessary to publish notice of and protect the validity
of and to establish a legal, valid and perfected security interest in favor of
the Collateral Agent (for the ratable benefit of the Secured Parties) in respect
of all Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect to the filing of continuation statements.
(b) Each Grantor shall ensure that fully executed security agreements in
the form hereof (or short-form supplements to this Agreement in form and
substance satisfactory to the Collateral Agent) and containing a description of
all Collateral consisting of Intellectual Property shall have been received and
recorded within three months after the execution of this Agreement with respect
to United States Patents and United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and within one
month after the execution of this Agreement with respect to United States
registered Copyrights have been delivered to the Collateral Agent for recording
by the United States Patent and Trademark Office and the United States Copyright
Office pursuant to 35 U.S.C. ss. 261, 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205
and the regulations thereunder, as applicable, and otherwise as may be required
pursuant to the laws of any other necessary jurisdiction in the United States
(or any political subdivision thereof) and its territories and possessions, to
protect the validity of and to establish a legal, valid and perfected security
interest in favor of the Collateral Agent (for the ratable benefit of the
Secured Parties) in respect of all Collateral consisting of Patents, Trademarks
and Copyrights in which a security interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, or in any other necessary
jurisdiction, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary in any such
jurisdiction (other than such actions as are necessary to perfect the Security
Interest with respect to any Collateral consisting of Patents, Trademarks and
Copyrights (or registration or application for registration thereof) acquired or
developed after the date hereof).
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SECTION 3.03. Validity of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or
any political subdivision thereof) and its territories and possessions pursuant
to the UCC or other analogous applicable law in such jurisdictions and (c) a
security interest that shall be perfected in all Collateral in which a security
interest may be perfected upon the receipt and recording of this Agreement with
the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, within the three month period (commencing as of the date
hereof) pursuant to 35 U.S.C. ss.261 or 15 U.S.C. ss.1060 or the one month
period (commencing as of the date hereof) pursuant to 17 U.S.C. ss.205 and
otherwise as may be required to pursuant to the laws of any other necessary
jurisdiction in the United States (or any political subdivision thereof) and its
territories and possessions. The Security Interest is and shall be prior to any
other Lien on any of the Collateral, other than Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement.
SECTION 3.04. Absence of Other Liens. The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. The Grantor has not filed or
consented to the filing of (a) any financing statement or analogous document
under the UCC or any other applicable laws covering any Collateral, (b) any
assignment in which any Grantor assigns any Collateral or any security agreement
or similar instrument covering any Collateral with the United States Patent and
Trademark Office or the United States Copyright Office or (c) any assignment in
which any Grantor assigns any Collateral or any security agreement or similar
instrument covering any Collateral with any foreign governmental, municipal or
other office, which financing statement or analogous document, assignment,
security agreement or similar instrument is still in effect, except, in each
case, for Liens expressly permitted pursuant to Section 6.02 of the Credit
Agreement.
ARTICLE IV
Covenants
SECTION 4.01. Records. Each Grantor agrees to maintain, at its own cost
and expense, such complete and accurate records with respect to the Collateral
owned by it as is consistent with its current practices, but in any event to
include complete accounting records indicating all payments and proceeds
received with respect to any part of the Collateral, and, at such time or times
as the Collateral Agent may reasonably request, promptly to prepare and deliver
to the Collateral Agent an updated Perfection Certificate, noting all material
changes, if any, since the date of the most recent Perfection Certificate.
SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost
and expense, take any and all actions necessary to defend title to the
Collateral against all Persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien not
expressly permitted pursuant to Section 6.02 of the Credit Agreement.
SECTION 4.03. Further Assurances. Each Grantor agrees, at its own expense,
to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may
from time to time request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note
or other instrument, such note or
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instrument shall be immediately pledged and delivered to the Collateral Agent,
duly endorsed in a manner satisfactory to the Collateral Agent.
SECTION 4.04. Inspection and Verification. The Collateral Agent and such
Persons as the Collateral Agent may reasonably designate shall have the right to
inspect the Collateral, all records related thereto (and to make extracts and
copies from such records) and the premises upon which any of the Collateral is
located, at reasonable times and intervals during normal business hours upon
reasonable advance notice to the respective Grantor and to verify under
reasonable procedures the validity, amount, quality, quantity, value, condition
and status of the Collateral. The Collateral Agent shall have the absolute right
to share any information it gains from such inspection or verification with any
Secured Party in accordance with and subject to the provisions set forth in
Section 9.12 of the Credit Agreement.
SECTION 4.05. Taxes; Encumbrances. At its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral, in each case to the extent any
Grantor fails to do so as required by the Credit Agreement or this Agreement,
and each Grantor jointly and severally agrees to reimburse the Collateral Agent
on demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization; provided, however, that nothing in this
Section 4.06 shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Collateral Agent or any Secured Party to
cure or perform, any covenants or other promises of any Grantor with respect to
taxes, assessments, charges, fees, liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents.
SECTION 4.06. Assignment of Security Interest. If at any time any Grantor
shall take a security interest in any property of an Account Debtor or any other
Person to secure payment and performance of an Account, such Grantor shall
promptly assign such security interest to the Collateral Agent to the extent
permitted by any contracts or arrangements to which such property is subject.
Such assignment need not be filed of public record unless necessary to continue
the perfected status of the security interest against creditors of and
transferees from the Account Debtor or other Person granting the security
interest.
SECTION 4.07. Continuing Obligations of the Grantors. Each Grantor shall
remain liable to observe and perform all the conditions and obligations to be
observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and
all liability for such performance.
SECTION 4.08. Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except as
expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and each
Grantor shall remain at all times in possession of the Collateral owned by it,
except that (a) Inventory may be sold in the ordinary course of business and (b)
unless and until the Collateral Agent shall notify the Grantors that an Event of
Default shall have occurred and be continuing and that during the continuance
thereof the Grantors shall not sell, convey, lease, assign, transfer or
otherwise dispose of any Collateral (which notice may be given by telephone if
promptly confirmed in writing), the Grantors may use and dispose of the
Collateral in any lawful manner not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document. Without limiting the
generality of the foregoing, each Grantor agrees that it shall not permit any
material Inventory to be in the possession or control of any warehouseman,
bailee, agent or processor at any time unless such warehouseman, bailee, agent
or
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processor shall have been notified of the Security Interest and shall have
agreed in writing to hold the Inventory subject to the Security Interest and the
instructions of the Collateral Agent and to waive and release any Lien held by
it with respect to such Inventory, whether arising by operation of law or
otherwise.
SECTION 4.09. Limitation on Modification of Accounts. None of the Grantors
will, without the Collateral Agent's prior written consent, grant any extension
of the time of payment of any of the Accounts Receivable, compromise, compound
or settle the same for less than the full amount thereof, release, wholly or
partly, any Person liable for the payment thereof or allow any credit or
discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices.
SECTION 4.10. Insurance. The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage to
the Inventory and Equipment in accordance with Section 5.07 of the Credit
Agreement. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Collateral under policies of
insurance, endorsing the name of such Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Collateral Agent may, without waiving or releasing any
obligation or liability of the Grantors hereunder or any Event of Default, in
its sole discretion, obtain and maintain such policies of insurance and pay such
premium and take any other actions with respect thereto as the Collateral Agent
deems advisable. All sums disbursed by the Collateral Agent in connection with
this Section 4.11, including reasonable attorneys' fees, court costs, expenses
and other charges relating thereto, shall be payable, upon demand, by the
Grantors to the Collateral Agent and shall be additional Obligations secured
hereby.
SECTION 4.11. Legend. If any Accounts Receivable of any Grantor are
evidenced by chattel paper, such Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, such Accounts Receivable and its books,
records and documents evidencing or pertaining thereto with an appropriate
reference to the fact that such Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.
SECTION 4.12. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of
its licensees to, do any act, or omit to do any act, whereby any Patent which is
material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable patent laws
pursuant to which each such Patent is issued.
(b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark sufficient to preclude any findings of
abandonment, (iii) display such Trademark with notice of Federal or foreign
registration to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law pursuant to which each such Trademark is
issued and (iv) not knowingly use or knowingly permit the use of such Trademark
in violation of any third party rights.
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(c) Each Grantor (either itself or through licensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt
and distribute the work with appropriate copyright notice as necessary and
sufficient to establish and preserve its maximum rights under applicable
copyright laws pursuant to which each such Copyright is issued.
(d) Each Grantor shall notify the Collateral Agent immediately if it knows
or has reason to know that any Patent, Trademark or Copyright material to the
conduct of its business may become abandoned, lost or dedicated to the public,
or of any adverse determination or development (including the institution of, or
any such determination or development in, any proceeding in the United States
Patent and Trademark Office, United States Copyright Office or any court or
similar office of any country) regarding such Grantor's ownership of any Patent,
Trademark or Copyright, its right to register the same, or to keep and maintain
the same.
(e) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or in any
other country or any political subdivision thereof, unless it promptly informs
the Collateral Agent, and, upon request of the Collateral Agent, executes and
delivers any and all agreements, instruments, documents and papers as the
Collateral Agent may request to evidence and perfect the Collateral Agent's
security interest in such Patent, Trademark or Copyright, and each Grantor
hereby appoints the Collateral Agent as its attorney-in-fact to execute and file
such writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable.
(f) Each Grantor will take all necessary steps that are consistent with
the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is material to the conduct of any Grantor's
business, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference and
cancelation proceedings against third parties.
(g) In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.
(h) Upon and during the continuance of an Event of Default, each Grantor
shall use its best efforts to obtain all requisite consents or approvals from
the licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all of such Grantor's right, title and interest
thereunder to the Collateral Agent or its designee.
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ARTICLE V
Power of Attorney
Each Grantor irrevocably makes, constitutes and appoints the Collateral
Agent (and all officers, employees or agents designated by the Collateral Agent)
as such Grantor's true and lawful agent and attorney-in-fact, and in such
capacity the Collateral Agent shall have the right, with power of substitution
for each Grantor and in each Grantor's name or otherwise, for the use and
benefit of the Collateral Agent and the Secured Parties, upon the occurrence and
during the continuance of an Event of Default (a) to receive, endorse, assign
and/or deliver any and all notes, acceptances, checks, drafts, money orders or
other evidences of payment relating to the Collateral or any part thereof; (b)
to demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (c) to sign the name of any Grantor on
any invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Accounts Receivable to any Account Debtor; (e) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of
the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all
other acts and things necessary to carry out the purposes of this Agreement, as
fully and completely as though the Collateral Agent were the absolute owner of
the Collateral for all purposes; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent or
any Secured Party to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent or any Secured
Party, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become due
in respect thereof or any property covered thereby, and no action taken or
omitted to be taken by the Collateral Agent or any Secured Party with respect to
the Collateral or any part thereof shall give rise to any defense, counterclaim
or offset in favor of any Grantor or to any claim or action against the
Collateral Agent or any Secured Party. It is understood and agreed that the
appointment of the Collateral Agent as the agent and attorney-in-fact of the
Grantors for the purposes set forth above is coupled with an interest and is
irrevocable. The provisions of this Section shall in no event relieve any
Grantor of any of its obligations hereunder or under any other Loan Document
with respect to the Collateral or any part thereof or impose any obligation on
the Collateral Agent or any Secured Party to proceed in any particular manner
with respect to the Collateral or any part thereof, or in any way limit the
exercise by the Collateral Agent or any Secured Party of any other or further
right which it may have on the date of this Agreement or hereafter, whether
hereunder, under any other Loan Document, by law or otherwise.
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ARTICLE VI
Remedies
SECTION 6.01. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent (except to the
extent assignment, transfer or conveyance thereof would result in a loss of said
Intellectual Property), or to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or non-exclusive basis, any such
Collateral throughout the world on such terms and conditions and in such manner
as the Collateral Agent shall determine (other than in violation of any
then-existing licensing arrangements to the extent that waivers cannot be
obtained), and (b) with or without legal process and with or without prior
notice or demand for performance, to take possession of the Collateral and
without liability for trespass to enter any premises where the Collateral may be
located for the purpose of taking possession of or removing the Collateral and,
generally, to exercise any and all rights afforded to a secured party under the
UCC or other applicable law. Without limiting the generality of the foregoing,
each Grantor agrees that the Collateral Agent shall have the right, subject to
the mandatory requirements of applicable law, to sell or otherwise dispose of
all or any part of the Collateral, at public or private sale or at any broker's
board or on any securities exchange, for cash, upon credit or for future
delivery as the Collateral Agent shall deem appropriate. The Collateral Agent
shall be authorized at any such sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Collateral Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of any Grantor, and
each Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which such Grantor now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted.
The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker's
board or on a securities exchange, shall state the board or exchange at which
such sale is to be made and the day on which the Collateral, or portion thereof,
will first be offered for sale at such board or exchange. Any such public sale
shall be held at such time or times within ordinary business hours and at such
place or places as the Collateral Agent may fix and state in the notice (if any)
of such sale. At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as the Collateral
Agent may (in its sole and absolute discretion) determine. The Collateral Agent
shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral
shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or
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purchasers thereof, but the Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like notice. At any public (or, to the extent permitted by law,
private) sale made pursuant to this Section, any Secured Party may bid for or
purchase, free (to the extent permitted by law) from any right of redemption,
stay, valuation or appraisal on the part of any Grantor (all said rights being
also hereby waived and released to the extent permitted by law), the Collateral
or any part thereof offered for sale and may make payment on account thereof by
using any Obligation then due and payable to such Secured Party from any Grantor
as a credit against the purchase price, and such Secured Party may, upon
compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to any Grantor therefor. For purposes hereof a
written agreement to purchase the Collateral or any portion thereof shall be
treated as a sale thereof; the Collateral Agent shall be free to carry out such
sale pursuant to such agreement and no Grantor shall be entitled to the return
of the Collateral or any portion thereof subject thereto, notwithstanding the
fact that after the Collateral Agent shall have entered into such an agreement
all Events of Default shall have been remedied and the Obligations paid in full.
As an alternative to exercising the power of sale herein conferred upon it, the
Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Collateral or any portion thereof pursuant to a
judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver.
SECTION 6.02. Application of Proceeds. The Collateral Agent shall apply
the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:
FIRST, to the payment of all costs and expenses incurred by the
Administrative Agent or the Collateral Agent (in its capacity as such
hereunder or under any other Loan Document) in connection with such
collection or sale or otherwise in connection with this Agreement or any
of the Obligations, including all court costs and the reasonable fees and
expenses of its agents and legal counsel, the repayment of all advances
made by the Collateral Agent hereunder or under any other Loan Document on
behalf of any Grantor and any other costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any
other Loan Document;
SECOND, to the payment in full of the Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance
with the amounts of the Obligations owed to them on the date of any such
distribution); and
THIRD, to the Grantors, their successors or assigns, or as a court
of competent jurisdiction may otherwise direct.
The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.
SECTION 6.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, non-exclusive license (exercisable without payment of
royalty or other
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compensation to the Grantors) to use, license or sub-license any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located, and including in such
license reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Collateral Agent
shall be exercised, at the option of the Collateral Agent, upon the occurrence
and during the continuation of an Event of Default; provided that any license,
sub-license or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any
subsequent cure of an Event of Default.
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Guarantor shall be given to it at its address or telecopy
number set forth on Schedule I, with a copy to the Borrower.
SECTION 7.02. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or
any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Obligations or this Agreement.
SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the making by the Lenders of the Loans and the
issuance of Letters of Credit by the Issuing Bank, and the execution and
delivery to the Lenders of any notes evidencing such Loans, regardless of any
investigation made by the Lenders or on their behalf, and shall continue in full
force and effect until this Agreement shall terminate.
SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall
become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Grantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the other Loan Documents. This
Agreement shall be construed as a separate agreement with respect to each
Grantor and may be amended, modified, supplemented, waived or released with
respect to any Grantor
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without the approval of any other Grantor and without affecting the obligations
of any other Grantor hereunder.
SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Grantor or the Collateral Agent that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.
SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification. (a)
Each Grantor jointly and severally agrees to pay upon demand to the Collateral
Agent the amount of any and all reasonable expenses, including the reasonable
fees, disbursements and other charges of its counsel and of any experts or
agents, which the Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or the
sale of, collection from or other realization upon any of the Collateral, (iii)
the exercise, enforcement or protection of any of the rights of the Collateral
Agent hereunder or (iv) the failure of any Grantor to perform or observe any of
the provisions hereof applicable to it.
(b) Without limitation of its indemnification obligations under the other
Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees against, and hold each of them
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating hereto
or to the Collateral, whether or not any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.
(c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any Lender. All amounts due under this Section 7.06
shall be payable on written demand therefor.
SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the Collateral Agent, the Administrative Agent, the Issuing Bank and the
Lenders under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any
provisions of this Agreement or any other Loan Document or consent to any
departure by any Grantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to
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<PAGE>
or demand on any Grantor in any case shall entitle such Grantor or any other
Grantor to any other or further notice or demand in similar or other
circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Collateral Agent and the Grantor or Grantors with respect to which
such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.02 of the Credit Agreement.
SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.
SECTION 7.10. Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.
SECTION 7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract (subject to Section 7.04), and
shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
SECTION 7.12. Headings. Article and Section headings used herein are for
the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.
SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral
17
<PAGE>
Agent, the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or the other
Loan Documents against any Grantor or its properties in the courts of any
jurisdiction.
(b) Each Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affected the right of any party to this Agreement to serve
process in any other manner permitted by law.
SECTION 7.14. Termination. This Agreement and the Security Interest shall
terminate when all the Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the LC
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue Letters of Credit under the Credit Agreement, at which time the
Collateral Agent shall execute and deliver to the Grantors, at the Grantors'
expense, all Uniform Commercial Code termination statements and similar
documents which the Grantors shall reasonably request to evidence such
termination. Any execution and delivery of termination statements or documents
pursuant to this Section 7.14 shall be without recourse to or warranty by the
Collateral Agent. A Grantor shall automatically be released from its obligations
hereunder and the Security Interest in the Collateral of such Grantor shall be
automatically released in the event that such Grantor ceases to be a Subsidiary
pursuant to a transaction permitted under the Loan Documents, at which time the
Collateral Agent shall execute and deliver to any Grantor, at such Grantor's
expense, all documents that such Grantor shall reasonably request to evidence
such release.
SECTION 7.15. Additional Grantors. Pursuant to Section 5.12 of the Credit
Agreement, each Subsidiary Loan Party that was not in existence or not a
Subsidiary Loan Party on the date of the Credit Agreement is required to enter
in to this Agreement as a Grantor upon becoming a Subsidiary Loan Party. Upon
execution and delivery by the Collateral Agent and a Subsidiary of an instrument
in the form of Annex 3 hereto, such Subsidiary shall become a Grantor hereunder
with the same force and effect as if originally named as a Grantor herein. The
execution and delivery of any such instrument shall not require the consent of
any Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.
18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
SEMICONDUCTOR COMPONENTS
INDUSTRIES, LLC,
By /s/ Jean-Jacques Morin
--------------------------------------
Name: Jean-Jacques Morin
Title: Vice President
SCG HOLDING CORPORATION,
By /s/ Jean-Jacques Morin
--------------------------------------
Name: Jean-Jacques Morin
Title: Vice President
EACH OF THE OTHER GUARANTORS LISTED ON
SCHEDULE I HERETO,
By /s/ Jean-Jacques Morin
--------------------------------------
Name: Jean-Jacques Morin
Title: Vice President
THE CHASE MANHATTAN BANK, as Collateral
Agent,
By /s/ Marian Schulman
--------------------------------------
Name: Marian N. Schulman
Title: Vice President
19
<PAGE>
Schedule I to the
Security Agreement
GUARANTORS
SCG Holding Corporation 5005 East McDowell Road
Phoenix, AZ 85018
SCG International Development LLC 5005 East McDowell Road
Phoenix, AZ 85018
SCG (Malaysia SMP) Holding 5005 East McDowell Road
Corporation Phoenix, AZ 85018
SCG (Czech) Holding Corporation 5005 East McDowell Road
Phoenix, AZ 85018
SCG (China) Holding Corporation 5005 East McDowell Road
Phoenix, AZ 85018
Semiconductor Components Industries 5005 East McDowell Road
Puerto Rico, Inc. Phoenix, AZ 85018
<PAGE>
Schedule II to the
Security Agreement
COPYRIGHTS
A. MASK WORKS
DOCKET DESCRIPTION MW#
MP00265P 103E164 16:2 MUX 7795
MP00255P 100E157 4-Bit MUX 7731
MP00233P XC63645 Clock Distribution Chip 7175
MP00232P SC63635 Clock Distribution Chip 7178
MP00231P SC63633 Clock Distribution Chip 7176
MP00230P XC63615 Clock Distribution Chip 7177
MP00238P 100E336 Bus Transceiver 7745
MP00227P 10E336 Bus Transceiver 7744
MP00220P 110E193 Error Detection EDL Logic 7822
MP00219P 10E193 Error Detection EDL Logic 7824
MP00216P 100E166 9-Bit Comparator 7730
MP00193P 100E107 5-Bit 2 Input XOR/XNOR 7747
MP00192P 100E104 5-Bit 2 Input AND/NAND 7746
MP00191P 100E101 4-Bit 4 Input OR/NOR 7823
MP00267P XC3660FN Clock Chip 9-856
MP00259P 100E175 9-Bit Latch 7728
MP00258P 10E175 9-Bit Latch 7726
MP00257P 100E164 16:2 MUX 7727
<PAGE>
Schedule III to the
Security Agreement
LICENSES
THIRD PARTY TITLE OF AGREEMENT OR ITEM EFFECTIVE DATE
- ----------- -------------------------- --------------
Microsemi Motorola--Microsemi Technology 26 February 1996
Agreement
Stanford University Nonexclusive Patent Agreement 9 May 1997
Vitelic (H.K.) Limited Technology Transfer and Contract 29 May 1996
Products Supply Agreement
Arizona State Sponsored Research Agreement on 6 May 1998
University Leading Indicators for Motorola
Product Lines
Raychem Joint Development Agreement 30 April 1997
Philips Letter dated 7 September 1993
<PAGE>
Schedule IV to the
Security Agreement
PATENTS*
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
DOCKET# TITLE FIRST INVENTOR
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AP00646 POWER DRIVER HAVING SHORT CIRCUIT PROTECTION LORINCZ, STEFAN
- --------------------------------------------------------------------------------------------------------------------------------
SC0021AJ DC/DC CONVERTER SAKURAI, TADASHI
- --------------------------------------------------------------------------------------------------------------------------------
SC0083ET PROTECTED DARLINGTON TRANSISTOR ARRANGEMENT PEYRE-LAVIGNE, ANDRE
- --------------------------------------------------------------------------------------------------------------------------------
SC0092ET HIGH VOLTAGE SEMICONDUCTOR DEVICE AND FABRICATION PROCESS JAUME, DENIS
- --------------------------------------------------------------------------------------------------------------------------------
*************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SCO0230AJ CONTROLLER FOR BATTERY CHARGER TAMIYA, HAJIME
- --------------------------------------------------------------------------------------------------------------------------------
SC0233ET SWITCHING TRANSISTOR ARRANGEMENT LANCE, PHILIPPE
- --------------------------------------------------------------------------------------------------------------------------------
SC0346ER POWER SWITCHING CIRCUIT KADANKA, PETER
- --------------------------------------------------------------------------------------------------------------------------------
SC00395ET POWER SUPPLY LHERMITE, FRANCOIS
- --------------------------------------------------------------------------------------------------------------------------------
SC04052 MOS TRANSISTOR TERRY LEWIS EUGENE
- --------------------------------------------------------------------------------------------------------------------------------
SC04091 INPUT RANGING DIVIDER AND METHOD FOR AN ANALOG TO DIGITAL NEIDORFF, ROBERT
CONVERTER
- --------------------------------------------------------------------------------------------------------------------------------
SC04223 ECL MOS BUFFER CIRCUITS WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC04255 OUTPUT STAGE FOR OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04256 OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04258 OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04615 CURRENT LIMITER & METHOD FOR LIMITING CURRENT MAIN WILLIAM ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC04760 OUTPUT MULTIPLEXER HAVING ONE GATE DELAY JEFFREY, PHILIP ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC04791 MOSFET "H" SWITCH CIRCUIT FOR ADC MOTOR VALENTINE RICHARD J
- --------------------------------------------------------------------------------------------------------------------------------
SC04837 MONOLITHIC ZERO CROSSING TRIAC DRIVER YIM HYUNG JIN
- --------------------------------------------------------------------------------------------------------------------------------
SC0486ET SURFACE MOUNT SEMICONDUCTOR DIODE DEVICE MARTIN, JEAN-BAPTISTE
- --------------------------------------------------------------------------------------------------------------------------------
SC04932 OVERVOLTAGE AND OVERTEMPERATURE PROTECTION CIRCUIT SCHULTZ WARREN J
- --------------------------------------------------------------------------------------------------------------------------------
***********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC05008 METHOD FOR PRODUCING LOW NOISE, HIGH GRADE CONSTANT CHRUMA, JERRY
SEMICONDUCTOR JUNCTIONS
- --------------------------------------------------------------------------------------------------------------------------------
SC05078 CURRENT SENSING CIRCUIT WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC05086 METHOD FOR RESISTOR TRIMMING BY METAL MIGRATION VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05235 IMPROVED OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05236 SEMICONDUCTOR HOUSING DUBOIS JERRY MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC05293 IMPROVE OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05312 CURRENT LIMIT TECHNIQUE FOR MULTIPLE-EMITTER VERTICAL BYNUM BYRON G
POWER TRANSISTOR
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC05364 METHOD OF MAKING GATE TURNOFF SWITCH WITH ANODE SHORT AND BENDER, JOHN R
BURIED BASE
- --------------------------------------------------------------------------------------------------------------------------------
SC0554ET SEMICONDUCTOR POWER DEVICE SICARD, THIERRY MICHEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05602C CURRENT MIRROR CIRCUIT AND METHOD FOR PROVIDING DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
ZERO TEMPERATURE COEFFICIENT TRIMMABLE CURRENT RATIOS
- --------------------------------------------------------------------------------------------------------------------------------
SC05606C TRIMMABLE DIFFERENTIAL AMPLIFIER HAVING A ZERO TEMPERATURE COEFFICIENT DAVIS WILLIAM F
OFFSET VOLTAGE AND METHOD
- --------------------------------------------------------------------------------------------------------------------------------
SC05639P METHOD FOR PASSIVATING A SEMICONDUCTOR JUNCTION BELMONT EMANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05668C ECL TO TTL VOLTAGE LEVEL TRANSLATOR BIRRITTELLA, MARK S
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC05731C FREQUENCY DOUBLER CIRCUIT AND METHOD ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC05735P MONOLITHIC TEMPERATURE-COMPENSATED VOLTAGE REFERENCE DIODE AND BOLAND BERNARD WILLIAM
METHOD FOR ITS MANUFACTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC05788C THERMAL CURRENT SUPPLY CIRCUIT BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC05803C SYMMETRIC LAYOUT FOR QUAD OPERATIONAL AMPLIFIERS DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05807C AUTOMATIC RESTART CIRCUIT FOR A SWITCHING POWER SUPPLY PACE WILSON D
- --------------------------------------------------------------------------------------------------------------------------------
SC05814C POWER MOS LOSS OF GROUND PROTECTION WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC05871P METHOD OF MAKING VERTICAL FIELD EFFECT TRANSISTOR WITH PLURALITY KOURY DANIEL N
OR GATE INPUT CONNECTIONS
- --------------------------------------------------------------------------------------------------------------------------------
SC05878C OPERATIONAL AMPLIFIER WITH PASSIVE CURRENT LIMITING DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05880C AMPLIFIER HAVING IMPROVED GAIN BANDWIDTH PRODUCT DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05881C DIFFERENTIAL AMPLIFIER INCLUDING BALANCED TWO TERMINAL SERIES DAVIS WILLIAM F
RC NETWORK
- --------------------------------------------------------------------------------------------------------------------------------
SC05901C VOLTAGE REGULATOR BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC05910C CIRCUIT HAVING AN OUTPUT REFERENCED TO A SPECIFIC VOLTAGE PRICE JOHN J JR
IN RESPONSE TO EITHER AN ECL OR TTL INPUT
- --------------------------------------------------------------------------------------------------------------------------------
SC05966C CIRCUIT UTILIZING RESISTORS TRIMMED BY METAL MIGRATION SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC05972T LEAD STRAIGHTENER AND FLATTENER FOR SEMICONDUCTOR DEVICES GONZALEZ VICTOR MANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05983P MESA ZENER DIODE AND METHOD OF MANUFACTURE THEREOF WETTEROTH THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC05986C TRIMMABLE CURRENT SOURCE SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC05988C OPERATIONAL AMPLIFIER UTILIZING FET FOLLOWERS SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC0598AJ CHARGE AND DISCHARGE CONTROLLER BATTERY YADA, AKITOSHI
- --------------------------------------------------------------------------------------------------------------------------------
SC05991C OPERATIONAL AMPLIFIER UTILIZING JFET FOLLOWERS AND FEED-FORWARD SUSAK, DAVID M
CAPACITORS
- --------------------------------------------------------------------------------------------------------------------------------
SC05996C OPERATIONAL AMPLIFIER UTILIZING RESISTORS TRIMMED BY METAL MIGRATION DAVIS, WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC06013C AMPLIFIER HAVING IMPROVED GAIN/BANDWIDTH PRODUCT VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC06035T METHOD OF PRODUCING A THERMOGENETIC SEMICONDUCTOR DEVICE KALFUS MARTIN AARON
- --------------------------------------------------------------------------------------------------------------------------------
SC06109P BIPOLAR SEMICONDUCTOR DEVICE HAVING A CONDUCTIVE RECOMBINATION LESK ISRAEL ARNOLD
LAYER
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
2
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06123P FET STRUCTURE ARRANGEMENT HAVING LOW ON RESISTANCE ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
*********
- --------------------------------------------------------------------------------------------------------------------------------
SC06224C ECL GATE HAVING DUMMY LOAD FOR SUBSTANTIALLY REDUCING SKEW MCDONALD JAMES TODD
- --------------------------------------------------------------------------------------------------------------------------------
SC06237C SEMICONDUCTOR STRUCTURE WITH CLOSELY COUPLED SUBSTRATE TEMPERATURE FAY GARY V
SENSE ELEMENT
- --------------------------------------------------------------------------------------------------------------------------------
SC06244T FORMED TOP CONTRACT FOR NON-FLAT SEMICONDUCTOR DEVICE KALFUS MARTIN AARON
- --------------------------------------------------------------------------------------------------------------------------------
SC06266C DUAL CHANNEL CURRENT MODE SWITCHING REGULATOR ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC06271P CONTROLLED VOLTAGE DROP DIODE SUNDSTROM RAY D
- --------------------------------------------------------------------------------------------------------------------------------
SC06274C OPERATIONAL AMPLIFIER SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06276C START CIRCUIT FOR A BANDGAP REFERENCE CELL CAVE DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC06327P LOW VOLTAGE DEEP JUNCTION DEVICE AND METHOD LIAW H MING
- --------------------------------------------------------------------------------------------------------------------------------
SC06330C ECL LOGIC GATE HOLLSTEIN, ROGER L.
- --------------------------------------------------------------------------------------------------------------------------------
SC06331T METHOD FOR IMPROVING THE ADHESION OF A PLASTIC ENCAPSULANT TO COPPER SPANJER KEITH GORDON
CONTAINING LEADFRAMES
- --------------------------------------------------------------------------------------------------------------------------------
SC06346C POWER FIELD EFFECT TRANSISTOR DRIVER CIRCUIT FOR PROTECTION FROM OVER DUNN WILLIAM CHARLES
VOLTAGES
- --------------------------------------------------------------------------------------------------------------------------------
SC06347C VOLTAGE LEVEL CONVERSION CIRCUIT DUNN WILLIAM CHARLES
- --------------------------------------------------------------------------------------------------------------------------------
*********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06366P SELF ALIGNED VERTICAL FIELD EFFECT TRANSISTOR HAVING AN IMPROVED SOURCE DAVIES ROBERT BRUCE
CONTACT
- --------------------------------------------------------------------------------------------------------------------------------
**********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06388T SELF-CENTERING ELECTRODE FOR POWER DEVICES KALFUS MARTIN
- --------------------------------------------------------------------------------------------------------------------------------
ISC06402P HIGH VOLTAGE VERTICAL FIELD EFFECT TRANSISTOR WITH IMPROVED SAFE ROBB STEPHEN P
OPERATING AREA
- --------------------------------------------------------------------------------------------------------------------------------
SC06445T BACKSIDE METALLIZATION SCHEME FOR SEMICONDUCTOR DEVICES SHARMA RAVINDER K
- --------------------------------------------------------------------------------------------------------------------------------
SC06458C SUBSTRATE INJECTION CLAMP PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC06470C NEGATIVE VOLTAGE CLAMP PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC06471P METHOD FOR MAKING SEMICONDUCTOR DEVICE HAVING HIGH ENERGY SUSTAINING PHIPPS, JOHN P
CAPABILITY AND A TEMPERATURE SUSTAINING VOLTAGE
- --------------------------------------------------------------------------------------------------------------------------------
SC06488C CURRENT SWITCH BADER SCOTT K
- --------------------------------------------------------------------------------------------------------------------------------
SC06489C OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06499C LOAD CONTROLLED ECL TRANSIENT DRIVER SCHUCKER DOUGLAS W.
- --------------------------------------------------------------------------------------------------------------------------------
SC06501C TRANSFORMERLESS SEMICONDUCTOR AC SWITCH HAVING INTERNAL BIASING MEANS FAY GARY VERNOR
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06546C DUAL SUPPLY ECL TO TTL TRANSLATOR SUNDSTROM RAY
- --------------------------------------------------------------------------------------------------------------------------------
SC06552C TTL OUTPUT DRIVER HAVING AN INCREASED HIGH OUTPUT LEVEL NEELY ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC06554P METHOD FOR FORMING SEMICONDUCTOR CONTACTS BY ELECTROLESS PLATING MORAN JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC06562C CONTROL CIRCUIT FOR RAPID GATE DISCHARGE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
3
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06586C CURRENT MIRROR HAVING LARGE CURRENT SCALING FACTOR ABDI, BEHROOZ L
- --------------------------------------------------------------------------------------------------------------------------------
SC06591C THERMAL PROTECTION METHOD FOR A POWER DEVICE DAVIES, ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06597C AN ECL TO TTL/CMOS TRANSLATOR USING A SINGLE POWER SUPPLY PETTY CLEON
- --------------------------------------------------------------------------------------------------------------------------------
SC06598C FULL WAVE RECTIFIER AVERAGING CIRCUIT SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06618P METHOD FOR MANUFACTURING SEMICONDUCTOR RECTIFIER MORAN JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC06660P METHOD FOR MAKING A SEMICONDUCTOR DIODE JACKSON KEVIN B
- --------------------------------------------------------------------------------------------------------------------------------
SC06691C VOLTAGE TRESHOLD GENERATOR FOR USE IN DIODE LOAD EMITTER COUPLED LOGIC HUEHNE KARL JACKSON
CIRCUITS
- --------------------------------------------------------------------------------------------------------------------------------
SC06698C CURRENT SOURCE REGULATOR MAIN WILLIAM ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC06701P SEMICONDUCTOR DEVICE HAVING INTERNAL CURRENT UNIT OVER-VOLTAGE PROTECTION MASQUELIER MICHAEL P
- --------------------------------------------------------------------------------------------------------------------------------
SC06704C ALPHA ENHANCEMENT OF A TRANSISTOR USING BASE CURRENT FEEDBACK TO WELTY DENNIS L
THE EMITTER
- --------------------------------------------------------------------------------------------------------------------------------
SC06712P HIGH REVERSE VOLTAGE IGT FAY GARY V
- --------------------------------------------------------------------------------------------------------------------------------
SC06716P METHOD AND APPARATUS FOR ADJUSTING PLATING SOLUTION FLOW CHARACTERISTICS AT SCHUSTER VIRGIL E
SUBSTRATE CATHODE PERIPHERY TO MINIMIZE EDGE
- --------------------------------------------------------------------------------------------------------------------------------
SC06717P HIGH VOLTAGE PLANAR EDGE TERMINATION USING A PUNCH-THROUGH RETARDING IMPLANT DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06734P FAST DAMPER DIODE AND METHOD ANDERSON SAMUEL J
- --------------------------------------------------------------------------------------------------------------------------------
SC06740P AVALANCHE STRESS PROTECTED SEMICONDUCTOR DEVICE HAVING VARIABLE INPUT ROBB STEPHEN P
IMPEDANCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06746P ZIG-ZAG V-MOS TRANSISTOR STRUCTURE HARRINGTON, ALAN L
- --------------------------------------------------------------------------------------------------------------------------------
SC06759C UNIVERSAL POWER SUPPLY MONITOR CIRCUIT ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC06768C THERMAL CLAMP FOR AN IGNITION COIL DRIVER BENNETT PAUL T
- --------------------------------------------------------------------------------------------------------------------------------
SC06771P INTEGRATED HIGH VOLTAGE TRANSISTORS HAVING MINIMUM TRANSISTOR CLARK LOWELL E
TO TRANSISTOR CROSSTALK
- --------------------------------------------------------------------------------------------------------------------------------
SC06775C AMPLIFIER OUTPUT STAGE SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06781C HIGH VOLTAGE BRIDGE INTERFACE FOR AC AND BRUSHLESS DC MOTOR CONTROL DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06793T IMPROVED RECTIFIER AND METHOD WASMER, WILLIAM DARWIN
- --------------------------------------------------------------------------------------------------------------------------------
SC06797C HIGH SPEED CMOS MULTIPLEXER HAVING REDUCED PROPAGATION DELAY FELDBAUMER DAVID D
- --------------------------------------------------------------------------------------------------------------------------------
SC06804C BANDGAP VOLTAGE REFERENCE USING A POWER SUPPLY INDEPENDENT BENNETT PAUL THOMAS
CURRENT SOURCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06813C DIFFERENTIAL ECL BUS TRI-STATE DETECTION RECEIVER ESGAR DWIGHT D
- --------------------------------------------------------------------------------------------------------------------------------
SC06824C AN ECL TO CMOS LOGIC TRANSLATOR DIXON ROBERT
- --------------------------------------------------------------------------------------------------------------------------------
SC06829C HIGH SPEED ECL TO TTL TRANSLATOR HAVING A NON-SCHOTTKY CLAMP FOR PHAN M NGHIEM
THE OUTPUT STAGE TRANSISTOR
- --------------------------------------------------------------------------------------------------------------------------------
SC06832C A BALANCE SPURIOUS FREE OSCILLATOR HOWELL WILLIAM J
- --------------------------------------------------------------------------------------------------------------------------------
SC06846P FIELD PLATE AVALANCHE DIODE LESK ISRAEL ARNOLD
- --------------------------------------------------------------------------------------------------------------------------------
SC06849C ECL CIRCUIT WITH LOW VOLTAGE/FAST PULL-DOWN PHAN M NGHIEM
- --------------------------------------------------------------------------------------------------------------------------------
SC06874C PROGRAMMABLE DELAY CIRCUIT FOR DIGITAL INTEGRATED CIRCUITS SWAPP MAVIN C
- --------------------------------------------------------------------------------------------------------------------------------
SC06882C LOW POWER OUTPUT GATE JEFFREY, PHILIP ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC06886C AMPLIFIER HAVING TWO OPERATING MODES VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06904P METHOD FOR PRODUCING SEMICONDUCTOR DEVICES HAVING BULK THEREIN CHIOU HERNG-DER
- --------------------------------------------------------------------------------------------------------------------------------
SC06923C SLOPE COMPENSATION CIRCUIT FOR STABILIZING CURRENT MODE CONVERTERS TISINGER, ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC06928C LOW VOLTAGE CIRCUIT TO CONTROL HIGH VOLTAGE TRANSISTOR BERRINGER KENNETH A
- --------------------------------------------------------------------------------------------------------------------------------
SC06956C FAULT DETECTION CIRCUIT HOLLSTEIN, ROGER L.
- --------------------------------------------------------------------------------------------------------------------------------
SC06966C A CURRENT THRESHOLD DETECTOR CIRCUIT PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC06971C BICMOS TTL OUTPUT DRIVER WANG MICHAEL D
- --------------------------------------------------------------------------------------------------------------------------------
SC06980P METHOD OF MAKING ENHANCED INSULATE GATE BIPOLAR TRANSISTOR TERRY LEWIS E
- --------------------------------------------------------------------------------------------------------------------------------
SC06998P SEMICONDUCTOR DEVICE AND METHOD SCHOENBERG MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC07103C ECL TO CMOS TRANSLATION AND LATCH LOGIC CIRCUIT HSUEH PAUL W
- --------------------------------------------------------------------------------------------------------------------------------
SC07120C SOURCE TERMINATED TRANSMISSION LINE DRIVER SEELBACH, WALTER C
- --------------------------------------------------------------------------------------------------------------------------------
SC07131C LOW NOISE MOTOR DRIVE CIRCUIT SCHULTZ WARREN J
- --------------------------------------------------------------------------------------------------------------------------------
SC07155P INSULATED GATE SEMICONDUCTOR DEVICE WITH REDUCED BASE-TO-SOURCE CLARK LOWELL E
ELECTRODE SHORT
- --------------------------------------------------------------------------------------------------------------------------------
SC07226P VERTICAL CURRENT FLOW SEMICONDUCTOR DEVICE UTILIZING WAFER BONDING RUTTER ROBERT E
- --------------------------------------------------------------------------------------------------------------------------------
SC07343P CONDUCTIVITY MODULATED INSULATED GATE SEMICONDUCTOR DEVICE CLARK LOWELL E
- --------------------------------------------------------------------------------------------------------------------------------
SC07353C START CIRCUIT FOR A POWER SUPPLY CONTROL INTEGRATED CIRCUIT PACE WILSON DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC07369P VERTICAL FIELD EFFECT TRANSISTOR WITH IMPROVED CONTROL OF LOW DAVIES ROBERT B
RESISTIVITY REGION GEOMETRY
- --------------------------------------------------------------------------------------------------------------------------------
SC07386C RAIL-TO-RAIL OUTPUT STAGE OF AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC07387C RAIL-TO-RAIL OUTPUT STAGE OF AN OPERATIONAL AMPLIFIER KODA, RIKKI
- --------------------------------------------------------------------------------------------------------------------------------
SC07390C TURN OFF DELAY REDUCTION CIRCUIT AND METHOD PACE DAVID W
- --------------------------------------------------------------------------------------------------------------------------------
SC07417C H-BRIDGE FLYBACK RECIRCULATOR PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC07471P METHOD FOR MAKING A SCHOTTKY DIODE THAT IS COMPATIBLE WITH HIGH SUNDARAM LALGUDI M G
PERFORMANCE TRANSISTOR STRUCTURES
- --------------------------------------------------------------------------------------------------------------------------------
SC07479C SHORT-CIRCUIT PROOF FIELD EFFECT TRANSISTOR ROBB STEPHEN P
- --------------------------------------------------------------------------------------------------------------------------------
SC07481P FABRICATING DUAL GATE THIN FILM TRANSISTORS ROBB FRANCINE Y
- --------------------------------------------------------------------------------------------------------------------------------
SC07493P EDGE TERMINATION STRUCTURE PHIPPS JOHN P
- --------------------------------------------------------------------------------------------------------------------------------
SC07550C CURRENT DRIVER CONTROL CIRCUIT FOR A POWER DEVICE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC07554P HIGH POWER SEMICONDUCTOR DEVICE WITH INTEGRAL ON-STATE VOLTAGE CLARK LOWELL E
DETECTION STRUCTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC07558C SWITCHABLE ACTIVE BUS TERMINATION CIRCUIT FELDBAUMER DAVID W
- --------------------------------------------------------------------------------------------------------------------------------
SC07581C SEMICONDUCTOR DEVICE HAVING A LARGE SENSE VOLTAGE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC07598P PN JUNCTION SURGE SUPPRESSOR STRUCTURE WITH MOAT SCHOENBERG MARK A
- --------------------------------------------------------------------------------------------------------------------------------
SC07675C LOAD CONTROL CIRCUIT INCLUDING AUTOMATIC AC/DC DISCERNMENT SU, STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC07789C MILLER LOOP COMPENSATION NETWORK WITH MOORE, BRADLEY T
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
CAPACITANCE DRIVE
- --------------------------------------------------------------------------------------------------------------------------------
SC07816C OUTPUT DRIVER STAGE WITH TWO TIER CURRENT LIMIT PROTECTION TISINGER ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC07875T INSULATED SEMICONDUCTOR PACKAGE LETTERMAN JAMES P JR
- --------------------------------------------------------------------------------------------------------------------------------
SC07918C BIDIRECTIONAL TWO-TERMINAL THYRISTOR CLARK LOWELL EUGENE
- --------------------------------------------------------------------------------------------------------------------------------
SC07971P HIGH VOLTAGE TRANSISTOR HAVING REDUCED ON-RESISTANCE OKADA, DAVID N.
- --------------------------------------------------------------------------------------------------------------------------------
SC08006C QUICK-START AND OVERVOLTAGE PROTECTION FOR A SWITCHING REGULATOR BARROW, STEVEN M
CIRCUIT
- --------------------------------------------------------------------------------------------------------------------------------
SC08118C FLIP FLOP CIRCUIT AND METHOD THEREFOR KHOSRAVI KORY
- --------------------------------------------------------------------------------------------------------------------------------
SC08182P HIGH VOLTAGE SEMICONDUCTOR STRUCTURE AND METHOD TU SHANG-HUI LARRY
- --------------------------------------------------------------------------------------------------------------------------------
SC08223P METHOD FOR DOPING A SEMICONDUCTOR WAFER CHOU HERNG-DER
HAVING A DIFFUSION ENHANCEMENT REGION
- --------------------------------------------------------------------------------------------------------------------------------
SC08227C NEGATIVE SLEW RATE ENHANCEMENT CIRCUIT FOR AN OPERATIONAL AMPLIFIER STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC08231C HIGH IMPEDANCE OUTPUT DRIVER STAGE AND METHOD THEREFOR PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC08256C OPERATIONAL AMPLIFIER WITH ALL NPN TRANSISTOR OUTPUT STAGE STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC08300T PLASTIC ENCAPSULATED MICROELECTRONIC DEVICE AND METHOD ANDERSON SAMUEL JAMES
- --------------------------------------------------------------------------------------------------------------------------------
SC08346C MULTI-LEAD PROTECTED POWER DEVICE HAVING CURRENT AND BOOT-STRAP DAVIES, ROBERT BRUCE
INPUTS
- --------------------------------------------------------------------------------------------------------------------------------
SC08351C THREE LEADED PROTECTED POWER DEVICE HAVING VOLTAGE INPUT MIETUS DAVID FRANCIS
- --------------------------------------------------------------------------------------------------------------------------------
SC08358C PULSED BATTERY CHARGER CIRCUIT HALL, JEFFERSON W
- --------------------------------------------------------------------------------------------------------------------------------
SC08361P METHOD OF FORMING AN INSULATED GATE SEMICONDUCTOR DEVICE AND ANDERSON SAMUEL JAMES
DEVICE FORMED
- --------------------------------------------------------------------------------------------------------------------------------
SC08385C CIRCUIT FOR CONTROLLING CURRENT FLOW BETWEEN TWO NODES PERKINS, GEOFFREY W
- --------------------------------------------------------------------------------------------------------------------------------
SC08426C NON-SATURATING BIPOLAR TRANSISTOR CIRCUIT ESGAR DWIGHT D
- --------------------------------------------------------------------------------------------------------------------------------
SC08428P PROCESS FOR MAKING A POWER MOSFET DEVICE AND STRUCTURE TAM GORDON
- --------------------------------------------------------------------------------------------------------------------------------
SC08466C TWO STAGE DRIVE CIRCUIT FOR A FET DIXON ROBERT
- --------------------------------------------------------------------------------------------------------------------------------
SC08515T CIRCUIT AND METHOD OF PREVIEWING ANALOG TRIMMING STOLFA DAVID L
- --------------------------------------------------------------------------------------------------------------------------------
SC08531C FULL DIFFERENTIAL DATA QUALIFICATION CIRCUIT FOR SENSING A LOGIC STATE KAYLOR SCOTT ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC08549P TRANSISTOR WITH COMMON BASE REGION ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC08557P METHOD AND DEVICE FOR SENSING SURFACE TEMPERATURE OF AN INSULATED GATE DAVIES ROBERT BRUCE
SEMICONDUCTOR DEVICE
- --------------------------------------------------------------------------------------------------------------------------------
SC08573C PULSE WIDTH MODULATOR HAVING A DUTY CYCLE PROPORTIONAL TO THE BAUM JEFFREY
AMPLITUDE OF AN INPUT SIGNAL FROM A DIFFERENTIAL TRANSDUCER
AMPLIFIER
- --------------------------------------------------------------------------------------------------------------------------------
SC08622C OFF-LINE BOOTSTRAP STARTUP CIRCUIT TISINGER ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC08624C CIRCUIT AND METHOD FOR PROVIDING PHASE SYNCHRONIZATION OF ECL HANKE C CHRISTOPHER
AND TTL/CMOS SIGNALS
- --------------------------------------------------------------------------------------------------------------------------------
SC08692C BATTERY CHARGER STATUS MONITOR CIRCUIT AND YEE RENWIN JOURN
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
METHOD THEREFOR
- --------------------------------------------------------------------------------------------------------------------------------
SC08696C VOLTAGE REGULATOR AND METHOD THEREFOR STOCKSTAD, TROY L.
- --------------------------------------------------------------------------------------------------------------------------------
SC08708T ELECTRONIC SURFACE MOUNT DEVICE AND METHOD FOR MAKING MAYS LONNE LEE
- --------------------------------------------------------------------------------------------------------------------------------
SC08715C CIRCUIT AND METHOD FOR TRANSLATING AN ECL SIGNAL TO A TTL SIGNAL PHAM PHUC C
- --------------------------------------------------------------------------------------------------------------------------------
SC08730P SEMICONDUCTOR STRUCTURE WITH FIELD-LIMITING RINGS AND METHOD GROENIG PAUL JON
FOR MAKING
- --------------------------------------------------------------------------------------------------------------------------------
SC08737S FLYBACK POWER SUPPLY HAVING A VCO CONTROLLED SWITCHING RATE BROWN MARTIN JAY
- --------------------------------------------------------------------------------------------------------------------------------
SC08739C POWER TRANSISTOR RAPID TURN OFF CIRCUIT FOR SAVING POWER ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC08746P VERTICAL IGFET CONFIGURATION HAVING LOW ON-RESISTANCE AND METHOD KNOCH, LYNNITA K
- --------------------------------------------------------------------------------------------------------------------------------
SC08757P HIGH VOLTAGE PLANAR EDGE TERMINATION STRUCTURE AND METHOD OF ROBB STEPHEN PAUL
MAKING SAME
- --------------------------------------------------------------------------------------------------------------------------------
SC08759C CIRCUIT AND METHOD FOR ADJUSTING A PULSE WIDTH OF A SIGNAL SUNDSTROM RAY D
- --------------------------------------------------------------------------------------------------------------------------------
SC08763C SERIAL DATA CLOCK RECOVERY CIRCUIT USING DUAL OSCILLATOR CIRCUIT FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08825C CIRCUIT AND METHOD OF INDICATING DATA HOLD-TIME FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08830C CIRCUIT AND METHOD OF TIMING DATA TRANSFERS FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08832P METHOD OF MAKING SURGE SUPPRESSOR SWITCHING DEVICE SAUCEDO FLORES, EMMANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC08862C CIRCUIT LIMIT SENSE CIRCUIT AND METHOD FOR CONTROLLING A TRANSISTOR BENNETT, PAUL THOMAS
- --------------------------------------------------------------------------------------------------------------------------------
SC08882C COMPARATOR CIRCUIT MAHABADI JOHN KOUROS
- --------------------------------------------------------------------------------------------------------------------------------
SC08961C LOW POWER FLIP-FLOP CIRCUIT AND METHOD THEREFOR REYES ALBERTO
- --------------------------------------------------------------------------------------------------------------------------------
SC08987P ELECTROSTATIC DISCHARGE PROTECTION DEVICE AND METHOD OF FORMING HEIM BARRY B
- --------------------------------------------------------------------------------------------------------------------------------
SC08994C INPUT STAGE FOR CMOS OPERATIONAL AMPLIFIER AND METHOD THEREOF ANDERSON DAVID J
- --------------------------------------------------------------------------------------------------------------------------------
SC08996C POWER FACTOR CONTROL CIRCUIT HAVING A BOOST CURRENT FOR INCREASING HALL, JEFFERSON W
A SPEED OF A VOLTAGE CONTROL LOOP AND METHOD THEREOF
- --------------------------------------------------------------------------------------------------------------------------------
SC08997C CIRCUIT AND METHOD OF MONITORING BATTERY CELLS YEE RENWIN JOURN
- --------------------------------------------------------------------------------------------------------------------------------
SC09006C AMPLIFIER CIRCUIT WITH CHARGE PUMP SUPPLYING A DIFFERENTIAL PETTY, THOMAS DAVID
TRANSISTOR PAIR
- --------------------------------------------------------------------------------------------------------------------------------
SC09030P VERTICAL MOSFET DEVICE HAVING FRONTSIDE AND BACKSIDE CONTACTS VASQUEZ, BARBARA
- --------------------------------------------------------------------------------------------------------------------------------
SC09063T SEMICONDUCTOR DEVICE WITH FLAME SPRAYED HEAT SPREADING LAYER RALEIGH CARL J
AND METHOD
- --------------------------------------------------------------------------------------------------------------------------------
SC09078C CIRCUIT AND METHOD FOR BATTERY CHARGE CONTROL STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09101P METHOD OF FORMING AN ALLOYED DRAIN FIELD EFFECT TRANSISTOR AND ROBB FRANCINE Y
DEVICE FORMED
- --------------------------------------------------------------------------------------------------------------------------------
SC09117C AMPLIFIER HAVING AN OUTPUT STAGE WITH BIAS CURRENT CANCELLATION PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC09129P LATCH RESISTANT INSULATED GATE SEMICONDUCTOR FRAGALE, WILLIAM LEE
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
7
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
DEVICE
- --------------------------------------------------------------------------------------------------------------------------------
SC09146T SEMICONDUCTOR LEADFRAME STRUCTURE COMPATIBLE WITH DIFFERING BOND WIRE BAILEY, KEITH WOODVEL
MATERIALS
- --------------------------------------------------------------------------------------------------------------------------------
SC09171P SEMICONDUCTOR DEVICE HAVING HIGH VOLTAGE PROTECTION CAPABILITY SHEN ZHENG
- --------------------------------------------------------------------------------------------------------------------------------
SC09313C PEAK VOLTAGE AND PEAK SLOPE DETECTOR FOR A BATTERY CHARGER CIRCUIT SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC09331P EDGE TERMINATION STRUCTURE HADIZAD PEYMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC09338C OUTPUT CIRCUIT AND METHOD FOR SUPPRESSING SWITCHING NOISE THEREIN HU, TZU-HUI (PAUL)
- --------------------------------------------------------------------------------------------------------------------------------
SC09366C PROTECTION ELEMENT AND METHOD FOR PROTECTING A CIRCUIT MITTER, C S
- --------------------------------------------------------------------------------------------------------------------------------
SC09369C REFERENCE VOLTAGE CIRCUIT HAVING A SUBSTANTIALLY ZERO MIETUS, DAVID FRANCIS
TEMPERATURE COEFFICIENT
- --------------------------------------------------------------------------------------------------------------------------------
SC09373T LOW COST FULLY ISOLATED SEMICONDUCTOR DEVICE LETTERMAN JR, JAMES P
- --------------------------------------------------------------------------------------------------------------------------------
SC09418C OVERCURRENT DETECTION CIRCUIT FOR A POWER MOSFET AND METHOD THEREFOR PETTY, THOMAS D
- --------------------------------------------------------------------------------------------------------------------------------
****************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09469P HIGH VOLTAGE CURRENT LIMITER AND METHOD FOR MAKING HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09499C METHOD FOR BALANCING POWER SOURCES AND STRUCTURE THEREFOR STOCKSTAD, TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC09500P METHOD OF ETCHING A SEMICONDUCTOR SUBSTRATE CRIPE, JERRY D
- --------------------------------------------------------------------------------------------------------------------------------
SC09541T SEMICONDUCTOR DIODE DEVICE AND METHOD OF MANUFACTURE MAYS, LONNE LEE
- --------------------------------------------------------------------------------------------------------------------------------
SC09546C HIGH-SIDE CURRENT SENSE AMPLIFIER SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC09557C ZERO CROSSING TRIAC AND METHOD HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09565P METHOD OF MANUFACTURING A SEMICONDUCTOR DEVICE AND TERMINATION TSOI, HAK YAM
STRUCTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC09586T ELECTRONIC PACKAGE AND METHOD ELLIOTT, ALEX J
- --------------------------------------------------------------------------------------------------------------------------------
SC09589P METHOD OF PASSIVATING A SEMICONDUCTOR SUBSTRATE LE, HIEP M
- --------------------------------------------------------------------------------------------------------------------------------
SC09607P METHOD OF ETCHING ADJACENT LAYERS MORAN, JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC09623C LOW VOLTAGE OPERATIONAL AMPLIFIER BIAS CIRCUIT AND METHOD GRIFFITH, RICHARD
- --------------------------------------------------------------------------------------------------------------------------------
SC09624C LOW VOLTAGE OPERATIONAL AMPLIFIER INPUT STAGE AND METHOD DOTSON, ROBERT N
- --------------------------------------------------------------------------------------------------------------------------------
SC09646T METHOD OF MANUFACTURING SEMICONDUCTOR COMPONENTS LETTERMAN, JR. JAMES P
- --------------------------------------------------------------------------------------------------------------------------------
SC09647C VOLTAGE AND CURRENT REFERENCE CIRCUIT WITH A LOW TEMPERATURE HALL, JEFFERSON W
COEFFICIENT
- --------------------------------------------------------------------------------------------------------------------------------
SC09669P INDUCTIVE DRIVER CIRCUIT AND METHOD THEREFOR HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09707C INTEGRATED CIRCUIT AND METHOD FOR GENERATING A TRANSIMPEDANCE MAIN, WILLIAM ERIC
FUNCTION
- --------------------------------------------------------------------------------------------------------------------------------
SC09720C LOW VOLTAGE OPERATIONAL AMPLIFIER AND METHOD DOTSON, ROBERT N
- --------------------------------------------------------------------------------------------------------------------------------
SC09723T SEMICONDUCTOR ENCAPSULATION METHOD MUKERJI, PROSANTO K
- --------------------------------------------------------------------------------------------------------------------------------
SC09745P SEMICONDUCTOR DEVICE AND METHOD OF MANUFACTURE ROBB, FRANCINE Y
- --------------------------------------------------------------------------------------------------------------------------------
SC09758C METHOD AND CIRCUIT FOR CURRENT REGULATION DUREC, JEFFREY C.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
8
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
*************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09864C METHOD FOR SYNCHRONIZING SIGNALS AND STRUCTURES THEREFOR FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC09889C METHOD AND CIRCUIT FOR REDUCING OFFSET VOLTAGES FOR A DIFFERENTIAL PETTY, THOMAS DAVID
INPUT STAGE
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09953C ADAPTIVE ENCODER CIRCUIT FOR MULTIPLE DATA CHANNELS AND METHOD SCHWARTZ, DANIEL B
OF ENCODING
- --------------------------------------------------------------------------------------------------------------------------------
***********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
*********************************************************************************************************
***********************
- --------------------------------------------------------------------------------------------------------------------------------
SC10001C MONOLITHIC CLAMPING CIRCUIT AND METHOD OF PREVENTING TRANSISTOR SHEN, ZHENG
AVALANCHE BREAKDOWN
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10064C BATTERY PROTECTION SYSTEM AND PROCESS FOR CHARGING A BATTERY ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC10084P CLAMP DISPOSED AT EDGE OF A DIELECTRIC STRUCTURE IN A SEMICONDUCTOR HADIZAD, PEYMAN
DEVICE AND METHOD OF FORMING SAME
- --------------------------------------------------------------------------------------------------------------------------------
SC10091C METHOD AND CIRCUIT FOR CURRENT LIMITING OF DC-DC REGULATORS LAI, NELSON
- --------------------------------------------------------------------------------------------------------------------------------
SC10098C POWER CONVERSION INTEGRATED CIRCUIT AND METHOD FOR PROGRAMMING HALL, JEFFERSON W
- --------------------------------------------------------------------------------------------------------------------------------
SC10110C BANDGAP REFERENCE CIRCUIT AND METHOD SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
******************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10238C OVERVOLTAGE PROTECTION DEVICE AND METHOD IDA, RICHARD T.
- --------------------------------------------------------------------------------------------------------------------------------
SC10356T METHOD FOR PACKAGING A SEMICONDUCTOR DEVICE DARBHA, SURY NARAYANA
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10368P POWER SEMICONDUCTOR DEVICE AND METHOD ROBB, STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC10405P POWER SWITCHING TRENCH MOSFET HAVING ALIGNED SOURCE REGIONS AND MATTHEW, LEO
METHOD OF MAKING
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
*********************************************************************************************************
****************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
**************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
*********************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
9
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
THEREFOR
- --------------------------------------------------------------------------------------------------------------------------------
***************************************************************************************************
*******************
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC75745B INTEGRATED VOLTAGE SUPPLY ALASPA, ALAN A.
- --------------------------------------------------------------------------------------------------------------------------------
SC78192 MONOLITHIC SEMICONDUCTOR TRIGGER ALONAS, PAUL GEORGE
- --------------------------------------------------------------------------------------------------------------------------------
SC78192A METHOD FOR MAKING A LIGHT-ACTIVATED LINE-OPERABLE
ZERO-CROSSING SWITCH INCLUDING TWO LATERAL
TRANSISTORS
- --------------------------------------------------------------------------------------------------------------------------------
SC79769 START-UP CIRCUIT ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC79770 SWITCHING POWER SUPPLY ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC80071 LINEAR FULL WAVE RECTIFIER CIRCUIT LUNN GERALD KEITH
- --------------------------------------------------------------------------------------------------------------------------------
SC80919 VOLTAGE BOOSTER CIRCUIT CATER ERNEST A
- --------------------------------------------------------------------------------------------------------------------------------
SC80946 CURRENT LIMITING CIRCUIT BROWN, LELAND THOMAS
- --------------------------------------------------------------------------------------------------------------------------------
SC81117 DRIVER CIRCUIT FOR USE WITH INDUCTIVE LOADS OR THE LIKE LOCASCIO JAMES J
- --------------------------------------------------------------------------------------------------------------------------------
SC81120 BUTTON RECTIFIER PACKAGE FOR NON-PLANAR DIE ADDIE DAVID LESLIE
- --------------------------------------------------------------------------------------------------------------------------------
SC81169 CURRENT OUTPUT OSCILLATOR BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC81187T HIGH CURRENT PACKAGE WITH MULTI-LEVEL LEADS DUBOIS JERRY MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC1050T LETTERMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10509T LETTERMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10601P ROBB
- --------------------------------------------------------------------------------------------------------------------------------
SC10642P MATHEW
- --------------------------------------------------------------------------------------------------------------------------------
SC10673P SHUMATE
- --------------------------------------------------------------------------------------------------------------------------------
Sc10695C JEFFERY
- --------------------------------------------------------------------------------------------------------------------------------
SC10700C BALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10716T MUKERJI
- --------------------------------------------------------------------------------------------------------------------------------
SC10717T NORTON
- --------------------------------------------------------------------------------------------------------------------------------
SC10718T NORTON
- --------------------------------------------------------------------------------------------------------------------------------
SC10719P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10729C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10730C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10740T POPE
- --------------------------------------------------------------------------------------------------------------------------------
SC10762C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10762T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10763P PEARSE
- --------------------------------------------------------------------------------------------------------------------------------
SC10768C VYNE
- --------------------------------------------------------------------------------------------------------------------------------
SC10769C PETTY
- --------------------------------------------------------------------------------------------------------------------------------
SC10770T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10774T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10783C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10789T INMON
- --------------------------------------------------------------------------------------------------------------------------------
SC10790P ROBB
- --------------------------------------------------------------------------------------------------------------------------------
SC10808C THOMSON
- --------------------------------------------------------------------------------------------------------------------------------
SC10810P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10821P HOSSAIN
- --------------------------------------------------------------------------------------------------------------------------------
SC10822P SUNDARAM
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission.
10
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC10823P SUNDARAM
- --------------------------------------------------------------------------------------------------------------------------------
SC10824P CHANG
- --------------------------------------------------------------------------------------------------------------------------------
SC10826P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10827P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10828P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10829P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10830P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10839P HAKKAL
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Confidential Information in this Exhibit 10.4 has been omitted and filed
separately with the Securities and Exchange Commission.
11
<PAGE>
Schedule V to the
Security Agreement
TRADEMARKS
<TABLE>
<CAPTION>
TRADEMARK COUNTRIES STATUS
<S> <C> <C>
ALExIS USA Common Law
Bullet-Proof USA Common Law
JAPAN Registered
CHIPSCRETES USA Common Law
Designer's USA Common Law
DUOWATT USA Common Law
E-FET USA Common Law
EASY SWITCHER USA Common Law
ECL300 USA Common Law
ECLinPS USA Common Law
ECLinPS/ELITE USA Common Law
EpiBase USA Common Law
JAPAN Registered
Epicap USA Common Law
ESD...SURGE PROTECTION USA Common Law
EZFET USA Common Law
FULLPAK USA Common Law
GEMFET USA Common Law
JAPAN Registered
HDTMOS USA Registered
JAPAN Registered
HVTMOS JAPAN Registered
ICePAK USA Common Law
JAPAN Registered
L2TMOS USA Common Law
MCCS USA Common Law
</TABLE>
<PAGE>
<TABLE>
TRADEMARK COUNTRIES STATUS
<S> <C> <C>
MDTL USA Common Law
MECL USA Common Law
MEGAHERTZ USA Common Law
MHTL USA Common Law
MiniMOS USA Common Law
MiniMOSORB USA Common Law
Mosorb USA Common Law
MRTL USA Common Law
MTTL USA Common Law
Multi-Pak USA Common Law
PowerBase USA Common Law
PowerLux USA Abandoned 1998
POWERTAP USA Common Law
Quake USA Common Law
Rail-To-Rail USA Abandoned
SCANSWITCH USA Common Law
JAPAN Registered
SENSEFET USA Common Law
JAPAN Registered
SLEEPMODE USA Common Law
SMALLBLOCK USA Common Law
JAPAN Registered
SMARTDISCRETES USA Common Law
SMARTswitch USA Common Law
SUPERBRIDGES USA Common Law
SuperLock USA Common Law
Surmetic USA Common Law
FRANCE Registered
JAPAN Registered
SWITCHMODE USA Common Law
<PAGE>
TRADEMARK COUNTRIES STATUS
<S> <C> <C>
JAPAN Registered
Thermopad USA Common Law
Thermowatt USA Common Law
TMOS USA Registered
BENELUX Registered
FINLAND Registered
FRANCE Registered
GREAT BRITAIN Registered
GERMANY Registered
ITALY Registered
JAPAN Registered
NORWAY Registered
TMOS & Design Device USA Registered
ITALY Registered
TMOS Stylized BENELUX Registered
FINLAND Registered
FRANCE Registered
GREAT BRITAIN Registered
GERMANY Registered
NORWAY Registered
Unibloc USA Common Law
UNIT/PAK USA Common Law
Uniwatt USA Common Law
JAPAN Registered
WaveFET USA Common Law
JAPAN Registered
Z-Switch USA Common Law
ZIP R TRIM USA Common Law
</TABLE>
<PAGE>
Annex 2 to the
Security Agreement
[Form of]
PERFECTION CERTIFICATE
Reference is made to (a) the Credit Agreement, dated as of August 4, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among SCG HOLDING CORPORATION ("Holdings"), SEMICONDUCTOR
COMPONENTS INDUSTRIES, LLC (the "Borrower"), the lenders from time to time party
thereto (the "Lenders"), THE CHASE MANHATTAN BANK, as administrative agent (in
such capacity, the "Administrative Agent") and as collateral agent (in such
capacity, the "Collateral Agent"), and CREDIT LYONNAIS NEW YORK BRANCH, DLJ
CAPITAL FUNDING, INC. and LEHMAN COMMERCIAL PAPER INC., as co-documentation
agents (in such capacity, the "Documentation Agents" and, together with the
Administrative Agent and the Collateral Agent, the "Agents") and (b) the
Security Agreement, dated as of August 4, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Security Agreement") among the
Grantors and the Collateral Agent. Capitalized terms used herein but not defined
herein having the respective meanings set forth in the Credit Agreement and the
Security Agreement.
The undersigned, a Financial Officer of Holdings, hereby certify to the
Agents and each other Secured Party as follows:
1. Names. (a) The exact corporate name of each Grantor, as such name
appears in its respective certificate of incorporation, is as follows:
(b) Set forth below is each other corporate name each Grantor has had in
the past five years, together with the date of the relevant change:
(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.
(d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:
(e) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:
1
<PAGE>
2. Current Locations. (a) The chief executive office of each Grantor is
located at the address set forth opposite its name below:
Grantor Mailing Address County State
------- --------------- ------ -----
(b) Set forth below opposite the name of each Grantor are all locations
where such Grantor maintains any books or records relating to any Accounts
Receivable (with each location at which chattel paper, if any, is kept being
indicated by an "*"):
Grantor Mailing Address County State
------- --------------- ------ -----
(c) Set forth below opposite the name of each Grantor are all the places
of business of such Grantor not identified in paragraph (a) or (b) above:
Grantor Mailing Address County State
------- --------------- ------ -----
(d) Set forth below opposite the name of each Grantor are all the
locations where such Grantor maintains any Collateral not identified above:
Grantor Mailing Address County State
------- --------------- ------ -----
(e) Set forth below opposite the name of each Grantor are the names and
addresses of all Persons other than such Grantor that have possession of any of
the Collateral of such Grantor:
Grantor Mailing Address County State
------- --------------- ------ -----
2
<PAGE>
3. Unusual Transactions. All Accounts Receivable have been originated by
the Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.
4. UCC Filings. Duly signed financing statements on Form UCC-1 in
substantially the form of Schedule 4 hereto have been prepared for filing in the
Uniform Commercial Code filing office in each jurisdiction where a Grantor has
Collateral as identified in Section 2 hereof.
5. Schedule of Filings. Attached hereto as Schedule 5 is a schedule
setting forth, with respect to the filings described in Section 4 above, each
filing and the filing office in which such filing is to be made.
6. Filing Fees. All filing fees and taxes payable in connection with the
filings described in Section 4 above have been paid or provided for.
7. Stock Ownership. Attached hereto as Schedule 7 is a true and correct
list of all the duly authorized, issued and outstanding Equity Interests of each
Subsidiary (including the Borrower) and the record and beneficial owners of such
Equity Interests. Also set forth on Schedule 7 is each Equity Interest of
Holdings and each Subsidiary (including the Borrower) that represents 50% or
less of the equity of the entity in which such investment was made.
8. Notes. Attached hereto as Schedule 8 is a true and correct list of all
notes held by Holdings and each Subsidiary (including the Borrower) and all
intercompany notes between Holdings and each Subsidiary (including the Borrower)
and between each Subsidiary (including the Borrower) and each other such
Subsidiary (including the Borrower).
9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list
of all advances made by Holdings to any Subsidiary (including the Borrower) or
made by any Subsidiary (including the Borrower) to Holdings or to any other
Subsidiary (including the Borrower), which advances will be on and after the
date hereof evidenced by one or more intercompany notes pledged to the
Collateral Agent under the Pledge Agreement and (b) a true and correct list of
all unpaid intercompany transfers of goods sold and delivered by or to Holdings
or any Subsidiary (including the Borrower).
10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting
forth, with respect to each Mortgaged Property, (i) the exact corporate name of
the entity that owns such property as such name appears in its certificate of
formation, (ii) if different from the name identified pursuant to clause (i),
the exact name of the current record owner of such property reflected in the
records of the filing office for such property identified pursuant to the
following clause and (iii) the filing office in which a Mortgage with respect to
such property must be filed or recorded in order for the Collateral Agent to
obtain a perfected security interest therein.
3
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this | | th day of | |.
SCG HOLDING CORPORATION,
By
--------------------------------------
Name:
Title: [Financial Officer]
4
<PAGE>
Annex 3 to the
Security Agreement
SUPPLEMENT NO. [ ] dated as of [ ], to the Security Agreement
dated as of August 4, 1999, among SEMICONDUCTOR COMPONENTS
INDUSTRIES, LLC, a Delaware limited liability company (the
"Borrower"), SCG HOLDING CORPORATION, a Delaware corporation
("Holdings"), each subsidiary of Holdings listed on Schedule I
thereto (each such subsidiary individually a "Subsidiary" or a
"Guarantor" and, collectively, the "Subsidiaries" or, with Holdings,
the "Guarantors"; the Guarantors and the Borrower are referred to
collectively herein as the "Grantors") and THE CHASE MANHATTAN BANK,
a New York banking corporation ("Chase"), as collateral agent (in
such capacity, the "Collateral Agent") for the Secured Parties (as
defined therein).
A. Reference is made to (a) the Credit Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
party thereto (the "Lenders"), Chase, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), and Credit Lyonnais New York
Branch, DLJ Capital Funding, Inc. and Lehman Commercial Paper Inc., as
co-documentation agents, and (b) the Guarantee Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement"), among the Guarantors and the Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.
C. The Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary Loan
Party that was not in existence or not a Subsidiary Loan Party on the date of
the Credit Agreement is required to enter in to this Agreement as a Grantor upon
becoming a Subsidiary Loan Party. Section 7.15 of the Security Agreement
provides that such Subsidiaries may become Grantors under the Security Agreement
by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Grantor
under the Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously issued.
1
<PAGE>
Accordingly, the Collateral Agent and the New Grantor agree as follows:
SECTION 1. In accordance with Section 7.15 of the Security Agreement, the
New Grantor by its signature below becomes a Grantor under the Security
Agreement with the same force and effect as if originally named therein as a
Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of
the Security Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof except to
the extent a representation and warranty expressly relates solely to a specific
date in which case such representation and warranty shall be true and correct on
such date. In furtherance of the foregoing, the New Grantor, as security for the
payment and performance in full of the Obligations (as defined in the Security
Agreement), does hereby create and grant to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of the New Grantor's right,
title and interest in and to the Collateral of the New Grantor. Each reference
to a "Grantor" in the Security Agreement shall be deemed to include the New
Grantor. The Security Agreement is hereby incorporated herein by reference.
SECTION 2. The New Grantor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. The New Grantor hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of the New Grantor and (b) set forth under
its signature hereto, is the true and correct location of the chief executive
office of the New Grantor.
SECTION 5. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Security Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 7.01 of the Security Agreement. All
communications and notices hereunder to the
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New Grantor shall be given to it at the address set forth under its signature
below, with a copy to the Borrower.
SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
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IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.
[NAME OF NEW GRANTOR],
By
--------------------------------------------
Name:
Title:
Address:
THE CHASE MANHATTAN BANK, as Collateral Agent,
By
--------------------------------------------
Name:
Title:
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EXHIBIT 10.5*
AMENDED AND RESTATED
INTELLECTUAL PROPERTY AGREEMENT
This INTELLECTUAL PROPERTY AGREEMENT ("Agreement"), as amended and
restated herein, is entered into this 4th day of August 1999 (the "Effective
Date",) by and between MOTOROLA, INC., a Delaware Corporation (hereinafter
"MOTOROLA"), acting through its Semiconductor Products Sector ("SPS"), and
Semiconductor Components Industries, L.L.C., a Delaware limited liability
company ("SCILLC").
RECITALS
WHEREAS, MOTOROLA, through its Semiconductor Components Group ("SCG"),
develops, manufactures and sells discrete and integrated circuit semiconductor
products and related products.
WHEREAS, SCG presently is a part of SPS.
WHEREAS, SCG has operations in the United States and numerous foreign
countries.
WHEREAS, MOTOROLA desires to reorganize the business, assets, properties
and operations presently constituting SCG to establish SCG as a "stand alone"
business, separate from the remainder of SPS (the "Reorganization").
WHEREAS, SCG Holding Corporation, formerly known as Motorola Energy
Systems, Inc., a Delaware corporation is a wholly owned subsidiary of MOTOROLA
(hereinafter, "SCG Holding"), and SCILLC is a wholly-owned subsidiary of SCG
Holding.
WHEREAS, SCG Holding and SCILLC are to be among the entities into which
MOTOROLA contributes the business, assets and operations of SCG (the "SCG
Business") pursuant to the Reorganization.
WHEREAS, MOTOROLA is the owner or licensee of certain intellectual
property under which MOTOROLA will hereunder assign, license, or sublicense, as
the case may be, to SCILLC certain intellectual property to support and continue
the operation of the SCG Business (such transactions hereunder to be treated as
a contribution by MOTOROLA to the capital of SCG Holding),
WHEREAS, the Parties hereto contemplate entering into a Reorganization
Agreement as soon as practicable following the date hereof under which it is
contemplated that the Reorganization will be effected (the "Reorganization
Agreement").
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
Parties hereto, intending to be legally bound hereby, do agree as follows:
- ----------------
* Confidential Information in this Exhibit 10.5 has been omitted and
filed separately with the Securities and Exchange Commission.
1
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SECTION 1
DEFINITION AND TERMS
As used in the agreement, the following terms shall have the meaning set
forth or referenced below:
1.1. ASSIGNED COPYRIGHTABLE MATERIALS means MOTOROLA owned data sheets, data
books, application notes, and other advertising materials used in
connection with the marketing and sale of any SCG PRODUCT and which do not
bear the trademark or tradenames of MOTOROLA other than ASSIGNED
TRADEMARKS. ASSIGNED COPYRIGHTABLE MATERIALS does not include software or
tangible documentation of the process flow sheets used in the manufacture
of any product.
1.2. ASSIGNED KNOW HOW means know-how as set forth in Exhibit 1.2.
1.3. ASSIGNED MASK WORKS means registered masks works as set forth in Exhibit
1.3 and any mask work protection available to MOTOROLA in those mask works
fixed by MOTOROLA which are embodied exclusively in an SCG PRODUCT.
1.4. ASSIGNED PATENTS means the patents and patent applications set forth in
Exhibit 1.4 and any foreign counterparts of the patents and applications
listed on Exhibit 1.4.
1.5. ASSIGNED TRADEMARKS means registered and common law trademarks set forth
in Exhibit 1.5.
1.6. CIRCUIT means a plurality of active and/or passive elements for
generating, receiving, transmitting, storing, transforming or acting in
response to an electrical signal.
1.7. CIRCUIT PATENT means a LICENSED MOTOROLA PATENT which claims a CIRCUIT or
an ELECTRICAL METHOD.
1.8. CLOSING DATE means the date on which the consummation of the transactions
set forth in the Reorganization Agreement occurs.
1.9. CONFIDENTIAL INFORMATION means all proprietary information which is 1) not
publicly known and 2) used to manufacture and sell SCG PRODUCTS or SPS
PRODUCTS or specifically used in the business by the Semiconductor
Components Group of MOTOROLA. CONFIDENTIAL INFORMATION specifically
includes all RESTRICTED PROCESS MODULES.
1.10. ELECTRICAL METHOD means a method or steps for using CIRCUITS or SYSTEMS,
whether or not combined with one or more active and/or passive elements,
for performing electrical or electronic functions.
1.11. INDEMNIFIED PRODUCT means any product:
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1.11.1. which is an SCG PRODUCT; or
1.11.2. which is derived from an SCG PRODUCT and that has substantially
the same form, fit, function, and application as an SCG PRODUCT,
as determined by the data sheet relating to the SCG PRODUCT in
existence prior to the CLOSING DATE.
1.11.3. Notwithstanding the language in this section 1.11, in no event
shall the term INDEMNIFIED PRODUCT include memories,
microprocessors, microcontrollers, digital signal processors,
sensor devices having a mechanical input, RF devices (but not
small signal RF discrete devices such as high frequency small
signal transistors of the type that are SCG PRODUCTS, tuning
diodes, and varactors), Optobus products, power devices integrated
with analog circuitry on the same SEMICONDUCTIVE MATERIAL other
than those specific devices that have product numbers that are SCG
PRODUCTS or within the scope of 1.11.2, hybrid power modules,
compound semiconductor products, Vertical Cavity Surfacing
Emitting Lasers (VCSEL), Field Programmable Gate Arrays (FPGAs),
Field Programmable Analog Arrays (FPAAs), or magnetoresistive
devices or devices that are formed substantially of materials
having a permanent magnetic effect (collectively "EXCLUDED
PRODUCTS"), whether or not any such EXCLUDED PRODUCT includes the
functionality of an SCG PRODUCT.
1.11.4. Notwithstanding the language in this section 1.11, in no event
shall INDEMNIFIED PRODUCT include any product made or sold by
SCILLC if infringement of a third party's patent would have been
avoided but for a change in the manufacturing or design of an SCG
PRODUCT or but for the use of a process or equipment for
manufacture of or the design of an INDEMNIFIED PRODUCT that was
not used in the design or manufacture of an SCG PRODUCT before the
CLOSING DATE.
1.12. INTEGRATED CIRCUIT STRUCTURE means an integral unit consisting primarily
of a plurality of active and/or passive circuit elements associated on, or
in, a unitary body of SEMICONDUCTIVE MATERIAL for performing electrical or
electronic functions and, if provided therewith, such unit includes
housing and/or supporting means therefor.
1.13. INTELLECTUAL PROPERTY means the LICENSED MOTOROLA PATENTS, ASSIGNED
PATENTS, LICENSED VISIBLE TRADEMARKS, LICENSED EMBEDDED TRADEMARKS,
ASSIGNED TRADEMARKS, LICENSED KNOW HOW, ASSIGNED KNOW HOW, LICENSED
SOFTWARE, ASSIGNED MASK WORKS, LICENSED MASK WORKS, ASSIGNED COPYRIGHTABLE
MATERIALS, and LICENSED COPYRIGHTABLE MATERIALS.
1.14. LICENSED SCILLC PATENTS means all classes or types of patents, utility
models, design patents, applications, and any counterparts thereof for the
aforementioned or all countries of the world owned by SCILLC which have
claims that read on the manufacture, assembly, test, use, lease, sale,
offer for sale, disposal, importation, or
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design of a LICENSED SPS PRODUCT and which are issued, published or filed
on or before five (5) years after the CLOSING DATE. LICENSED SCILLC
PATENTS also includes patents That are acquired by SCILLC, on or before
five (5) years after the CLOSING DATE, and under which and to the extent
to which and subject to the conditions under which SCILLC may have the
right to grant licenses or rights of the scope granted herein without the
payment of royalties or other consideration to third persons, except for
payments to third persons (a) for inventions made by said third persons
while engaged by SCILLC, and (b) as consideration for the acquisition of
such patents, utility models, design patents and applications.
1.15. LICENSED COPYRIGHTABLE MATERIALS means MOTOROLA owned data sheets, data
books, application notes, and other advertising materials used in
connection with the marketing and sale of any SCG PRODUCT and which bear
the trademark or tradenames of MOTOROLA other than ASSIGNED TRADEMARKS.
LICENSED COPYRIGHTABLE MATERIALS does not include software or tangible
documentation of the process flow sheets used in the manufacture of any
product.
1.16. LICENSED EMBEDDED TRADEMARKS means any trademark owned by MOTOROLA which
is embedded in or affixed on equipment, software, or materials ("Items")
used in connection with the sale, offering for sale, distribution, or
advertising of an SCG PRODUCT, which Items are not sold or provided to
purchasers of an SCG PRODUCT or trademarks which are not visible to
purchasers of an encapsulated SCG PRODUCT.
1.17. LICENSED KNOW HOW means know how, including business methods, owned
by MOTOROLA as of the CLOSING DATE which is specifically used, as of
the CLOSING DATE, to develop or manufacture an SCG PRODUCT. LICENSED
KNOW HOW includes RESTRICTED PROCESS MODULES. ******************
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In no event shall LICENSED KNOW HOW include any know how developed or
acquired by MOTOROLA after the CLOSING DATE.
1.18. LICENSED MOTOROLA PATENTS means all classes or types of patents, utility
models, design patents, applications, Mid any counterparts thereof for the
aforementioned of all countries of the world which have claims that read
on the manufacture, assembly, test, use lease, sale, offer for sale,
disposal, importation, or design of a LICENSED PRODUCT and are:
(i) Issued, published or filed on or before five (5) years after the
CLOSING DATE, and which arise out of inventions *****************
*****************************************************************
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
4
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(ii) Are acquired, on or before five (5) years after the CLOSING DATE, by
MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR: and under which and to the
extent to which and subject to the conditions under which the
MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR may have the right to grant
licenses or rights of the scope granted herein without the payment
of royalties or other consideration to third persons, except for
payments to third persons (a) for inventions made by said third
persons while engaged by MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR, and
(b) as consideration for the acquisition of such patents, utility
models, design patents and applications. In no event shall the term
LICENSED MOTOROLA PATENTS include or encompass patents on inventions
made by employees of MOTOROLA while in the employ of groups or
operations of MOTOROLA other than the MOTOROLA SEMICONDUCTOR
PRODUCTS SECTOR.
1.19. LICENSED PRODUCT means any product:
1.19.1. which is an SCG PRODUCT; or
1.19.2. which is derived from an SCG PRODUCT and that has substantially
the same function as an SCG PRODUCT in existence prior to the
CLOSING DATE; or
1.19.3. an INTEGRATED CIRCUIT STRUCTURE or SEMICONDUCTIVE ELEMENT which is
reasonably anticipated by the Semiconductor Components Group's
1999 Analog Long Range Plan (LRP) dated 18 March 1999, the 1999
Logic LRP dated 19 March 1999, the 1999 Bipolar Discrete LRP dated
16 April 1999, or the 1999 MOS Gated LRP dated 26 February 1999.
1.19.4. Notwithstanding the above language in this section, in no event
shall the term LICENSED PRODUCT include memories, microprocessors,
microcontrollers, digital signal processors, sensor devices having
a mechanical input, RF devices (but not small signal RF discrete
devices such as high frequency small signal transistors of the
type that are SCG PRODUCTS, tuning diodes, and varactors), Optobus
products, power devices integrated with analog circuitry on the
same SEMICONDUCTIVE MATERIAL other than those specific devices
that have product numbers that are SCG PRODUCTS or within the
scope of 1.19.3, hybrid power modules of the type developed by or
made by the former Hybrid Power Modules business unit of MOTOROLA,
compound semiconductor products, Vertical Cavity Surfing Emitting
Lasers (VCSEL), Field Programmable Gate Arrays (FPGAs), Field
Programmable Analog Arrays (FPAAs), or magnetoresistive devices or
devices that are formed substantially of materials having a
permanent magnetic effect (collectively "EXCLUDED PRODUCTS"),
whether or not any such EXCLUDED PRODUCT includes the
functionality of an SCG PRODUCT.
5
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1.20. LICENSED SOFTWARE means software owned by MOTOROLA and specifically used
in business applications used by or for the Semiconductor Components Group
of MOTOROLA or in the manufacture, design, operation, or testing of an SCG
PRODUCT.
1.21. LICENSED SPS PRODUCT means any product other than an SCG PRODUCT or a
product which is derived from an SCG PRODUCT and that has substantially
the same function as an SCG PRODUCT, provided, however, that LICENSED SPS
PRODUCT shall include discrete RF devices, discrete sensor devices,
discrete compound semiconductor devices, but shall not include any other
discrete devices, and provided that LICENSED SPS PRODUCT shall include any
product set forth in the PTI code listing for MOTOROLA's MOTOROLA
SEMICONDUCTOR PRODUCTS SECTOR business units other than the Semiconductor
Component Group of MOTOROLA's MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR.
1.22. LICENSED VISIBLE TRADEMARKS means any trademark owned by MOTOROLA which is
affixed on materials (including printed materials, advertising materials,
data sheets, application notes, packing slips, packing materials, or
electronic materials) used in connection with the sale, offering for sale,
distribution, or advertising of an SCG PRODUCT or on an SCG PRODUCT which
is provided to and visible by purchasers of an encapsulated SCG PRODUCT.
1.23. MANUFACTURING APPARATUS means as to each party hereto, any instrumentality
or aggregate of instrumentality primarily designed for use in the
fabrication of that party's LICENSED PRODUCTS (as hereinafter defined).
1.24. MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR means an existing business unit of
MOTOROLA: (i) now consisting of a Networking & Computing Systems Group, a
Semiconductor Components Group, a Transportation Systems Group, a Wireless
Subscriber Systems Group, and an Imaging and Entertainment Systems
organization, (ii) having major manufacturing facilities located in
Phoenix, Mesa, Chandler and Tempe, Arizona; Austin, Texas; Toulouse,
France; Aizu and Sendai, Japan; Tianjin, China; East Kilbride and South
Queensferry, Scotland, Guadalajara, Mexico, Carmona, Philippines; and
Seremban, Malaysia; and (iii) making and/or developing products falling
within the definition of INTEGRATED CIRCUIT STRUCTURES OR SEMICONDUCTOR
ELEMENTS. This definition of the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR
also includes the predecessor business unit of MOTOROLA of said groups
taken singularly or in combination and/or said organization and any future
or successor business unit of MOTOROLA acquired or derived from, by
separation, reorganization, or merger, irrespective of appellation, said
groups taken singularly or in combination and/or said organization.
1.25. NON-ASSERTED MOTOROLA PATENTS means all classes or types of patents,
utility models, design patents, applications, and any counterparts thereof
for the aforementioned of all countries of the world which have claims
that read on the manufacture, assembly, test, use lease, sale, offer for
sale, disposal, importation, or design of an SCG PRODUCT and are issued,
published or filed on or before the CLOSING DATE, and which arise out
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of inventions made solely by one or more employees of MOTOROLA.
NONASSERTED PATENTS shall not include LICENSED MOTOROLA PATENTS.
1.26. PROCESS AND STRUCTURE PATENT means a LICENSED PATENT which claims a
process for manufacturing a SEMICONDUCTOR ELEMENT or INTEGRATED CIRCUIT
STRUCTURE or which claims the arrangement or interrelationship in or on a
semiconductor substrate of regions, layers, electrodes, or contacts
thereof.
1.27. RESTRICTED PROCESS MODULES means that information described in Exhibit
1.27.
1.28. SCG PRODUCT means any product identified as a product, as of the CLOSING
DATE, of the Semiconductor Component Group of MOTOROLA's MOTOROLA
SEMICONDUCTOR PRODUCTS SECTOR as set forth in the pti code listing for the
Semiconductor Components Group, excluding the optoisolator and optocoupler
products, GaAs Schottky products, FPAA, FPGA, and GaAs LEDs.
1.29. SEMICONDUCTIVE MATERIAL means any material whose conductivity is
intermediate to that of metals and insulators at room temperature and
whose conductivity, over some temperature range, increases with increases
in temperature. Such material shall include but not be limited to refined
products, reaction products, reduced products, mixtures and compounds.
1.30. SEMICONDUCTOR ELEMENT means a device other than an INTEGRATED CIRCUIT
STRUCTURE consisting primarily of a body of SEMICONDUCTIVE MATERIAL having
a plurality of electrodes associated therewith, whether or not said body
consists of a single SEMICONDUCTIVE MATERIAL or of a multiplicity of such
materials, and whether or not said body includes one or more layers or
other regions (constituting substantially less than the whole of said
body) of a material or materials which are of a type other than
SEMICONDUCTIVE MATERIAL and, if provided therewith, such device includes
housing and/or supporting means therefor.
1.32. SUBSIDIARY means a corporation, company, or other entity more than or
equal to forty-nine percent (49%) of whose outstanding share or securities
(representing the right to vote for the ejection of directors or other
managing authority) are, now or hereafter, owned or controlled, directly
or indirectly by a party hereto, but such corporation company or other
entity shall be deemed to be a SUBSIDIARY only so long as such ownership
or control exists. SUBSIDIARY shall also mean entities in which SCILLC
holds less than 49% but more than or equal to a thirty-three percent (33%)
interest, provided that the entity's principal business is to manufacture
LICENSED PRODUCTS for SCILLC *******************************************
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* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
7
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1.33. SYSTEM means one or more CIRCUITS whether or not combined with one or more
active and/or passive elements for performing electrical or electronic
functions, whether or not a housing and/or supporting means for said
circuitry is included.
1.34. THIRD PARTY SCG CONTRIBUTION means any know how, that if existing prior to
the CLOSING DATE, would have been classified as know how under one of the
processes set forth in Exhibit 1.2 (ASSIGNED KNOW HOW) or is solely
related to an SCG PRODUCT and such know how is developed by a third party
that was obligated, under a written agreement with MOTOROLA as of the
CLOSING DATE, to assign to MOTOROLA title or joint ownership in such
development.
SECTION 2
ASSIGNMENT AND LICENSE OF PATENTS
2.1. MOTOROLA hereby assigns all its right, title, and interest, including the
right to sue for infringement before the CLOSING DATE, and subject to any
existing third party licenses before the CLOSING DATE, in ASSIGNED PATENTS
to SCILLC. MOTOROLA shall provide all of its flies of the ASSIGNED PATENTS
to SCILLC no later than ninety (90) days after the CLOSING DATE. Upon
transfer of such files to the SCILLC, SCILLC assumes all responsibility
for the prosecution and payment of fees associated therewith. SCILLC shall
ensure that all documentation necessary to execute and record the transfer
of ASSIGNED PATENTS is prepared by SCILLC and presented to MOTOROLA for
signature. MOTOROLA shall execute and deliver, or cause to be executed and
delivered such documentation to SCILLC, no later than ninety (90) days
after presentation of such documentation to SCILLC.
2.2. MOTOROLA and SCILLC agree that the MOSAIC 5/5e patents and any
counterparts thereof listed in this Section 2.2 will be included as
ASSIGNED PATENTS if and when the MOSAIC 5 and/or MOSAIC 5e process is
transferred to SCILLC as set forth in the SCG Manufacturing Agreement.
SCILLC and MOTOROLA agree that the rights and obligations granted and
accepted hereunder for ASSIGNED PATENTS will apply to the MOSAIC 5/5e
patents and any obligations will be triggered as of the date specified in
this Section 2.2 other than the CLOSING DATE. MOSAIC 5/5e patents are
patents or patent applications with the following Docket Numbers:
SCG64I9P, SC06509P, SC06543P, SC06544P, SC06573P, SCG6645P, 5C07139P,
9C07538P, SC08875P.
2.3. MOTOROLA and SCILLC agree that U.S. Patent Number 5,418,410, and any
counterparts thereof (Tisinger patents) will be included as ASSIGNED
PATENTS upon the naming of SCILLC as a party to the litigation Power
Integrations v. Motorola, Inc. or if SCILLC is not named as a party to
such litigation, then upon the settlement of the litigation. SCILLC and
MOTOROLA agree that the rights and obligations granted and
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
8
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accepted hereunder for ASSIGNED PATENTS will apply to the Tisinger patents
and any obligations will be triggered as of the date specified in this
Section 2.3 rather than the CLOSING DATE.
2.4. MOTOROLA and SCILLC agree that U.S. Patent Number 4,450,367 will be
included as ASSIGNED PATENTS upon the settlement of the Power Integrations
v. Motorola, Inc. litigation. SCILLC and MOTOROLA agree that the rights
and obligations granted and accepted hereunder for ASSIGNED PATENTS will
apply to U.S. Patent Number 4,450,367 and any obligations will be
triggered as of the date specified in this Section 2.4 rather than the
CLOSING DATE.
2.5. MOTOROLA hereby grants SCILLC, for the life of the last to expire LICENSED
MOTOROLA PATENTS, a world wide, non-exclusive, nontransferable license
under LICENSED MOTOROLA PATENTS without the right to sub-license (except
and only to the extent necessary for SCILLC to fulfill its obligations
assumed under the Technology License Contract originally between Motorola,
Inc. and Leshan-Phoenix Semiconductor Company, Ltd):
2.5.1. ****************************************************************
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(i) that are designed solely or jointly by or for SCILLC, or
(ii) that are designed by third parties*****************************
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and to practice any process or method involved in the manufacture
or use thereof, and
2.5.2. to make, use and have made MANUFACTURING APPARATUS and to practice
any process or method involved in the use thereof.
2.6. MOTOROLA hereby grants to SCILLC, for the life of the last to expire
LICENSED MOTOROLA PATENT, a world wide, non-exclusive, non-transferable
covenant not to assert LICENSED MOTOROLA PATENTS against SCILLC as a
result of the purchase, importation, use, lease, resale, offer for sale,
or other disposal of LICENSED PRODUCTS designed solely or jointly by or
for a third party and manufactured by a third party. MOTOROLA hereby
agrees to extend such covenant not to assert to Customers, distributors,
and users of SCILLC that purchase, lease, or otherwise acquire such
LICENSED PRODUCTS from SCILLC.
2.7. ***********************************************************************
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*********************************
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* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
9
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2.8. MOTOROLA hereby grants to SCILLC, for the life of the last to expire
CIRCUIT PATENTS, a non-exclusive, world wide, non-transferable license
under CIRCUIT PATENTS, without the right to sub-license, to have made
LICENSED PRODUCTS designed solely or jointly by or for SCILLC and to
import, use, lease, sell, offer for sale, or otherwise dispose of such
LICENSED PRODUCTS. MOTOROLA hereby further grants to SCILLC, for the term
of this license, a world wide, non-exclusive, nontransferable covenant not
to assert LICENSED MOTOROLA PATENTS against SCILLC for having such
LICENSED PRODUCTS made. MOTOROLA hereby agrees to extend such covenant not
to assert to customers, distributors, and users that purchase or otherwise
acquire such LICENSED PRODUCTS from SCILLC.
2.9. MOTOROLA agrees not to make any claim of infringement against the
customers, distributors and users of LICENSED PRODUCTS, based upon any
claim of any LICENSED MOTOROLA PATENT under which such LICENSED PRODUCTS
are licensed hereunder, for the use of any LICENSED PRODUCTS which are
made imported, sold, leased or otherwise disposed of by SCILLC or its
SUBSIDIARIES.
2.10. MOTOROLA hereby grants to SCILLC, for the life of the last to expire
NONASSERTED MOTOROLA PATENT, a world wide, non-exclusive, non-transferable
covenant not to assert NON-ASSERTED MOTOROLA PATENTS against SCILLC to
make, have made, use, lease, sell, offer for sale, import, design,
assemble, have assembled, test, or otherwise dispose of SCG PRODUCTS.
MOTOROLA agrees to extend such covenant not to assert to customers,
distributors, and users that purchase any such SCG PRODUCT from SCILLC.
This covenant not to assert does not extend to products other than SCG
PRODUCTS.
2.11. SCILLC hereby grants to MOTOROLA a worldwide, paid-up, royalty free,
non-exclusive license, without the right to sublicense after the CLOSING
DATE, under ASSIGNED PATENTS AND LICENSED SCILLC PATENTS, for the life of
the last to expire ASSIGNED PATENT or LICENSED SCILLC PATENT, to make,
have made, use, lease, sell, offer for sale, import, design, assemble,
have assembled, test, or otherwise dispose of LICENSED SPS PRODUCTS and to
practice any process or method involved in the manufacture or use thereof,
and to make, use and have made MANUFACTURING APPARATUS and to practice any
process or method involved in the use thereof. SCILLC hereby further
warrants to MOTOROLA, for the life of the last to expire ASSIGNED PATENT,
a world wide, non-exclusive, non-transferable covenant not to
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* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
10
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assert ASSIGNED PATENTS against MOTOROLA to make, have made, use, lease,
sell, offer for sale, import, design, assemble, have assembled, test, or
otherwise dispose of any comprehensive product or assembly which
incorporates a product made on a SEMICONDUCTIVE MATERIAL and purchased
from or made by a third party. This covenant not to assert does not extend
to products made on a SEMICONDUCTIVE MATERIAL which are commercially sold
to a third party by MOTOROLA that are not incorporated into a more
comprehensive product or assembly. SCILLC agrees to extend such Covenant
not to assert to Customers, distributors, and users that purchase or
otherwise acquire such comprehensive product or assembly from MOTOROLA.
2.12. SCILLC agrees not to make any claim of infringement against the customers,
distributors, and users of any LICENSED SPS PRODUCTS, based upon any claim
of any ASSIGNED PATENT or LICENSED SCILLC PATENTS under which such
products are licensed hereunder, for the use of any LICENSED SPS PRODUCTS
which are made, imported, sold, leased or otherwise disposed of by
MOTOROLA or its SUBSIDIARIES.
2.13. The licenses and covenants granted herein extend to each party's
respective SUBSIDIARIES, so long as such party's SUBSIDIARIES agree to
grant the same licenses and covenants granted in this Section 2 that
SCILLC and MOTOROLA granted herein, respectively.
2.14. A covenant not to assert is not considered a license for the purposes of
this Agreement.
2.15. The license and rights granted to SCILLC from MOTOROLA herein do not
extend to Zilog or any other third party owned or controlled by the Texas
Pacific Group.
SECTION 3
ASSIGNMENT AND LICENSE OF TRADEMARKS
3.1. MOTOROLA hereby assigns all its right, title, and interest, including the
goodwill of the business associated with the ASSIGNED TRADEMARKS, in
ASSIGNED TRADEMARKS to SCILLC. MOTOROLA shall provide all of its files for
each trademark registration or registration application of those ASSIGNED
TRADEMARKS designated as being registered or pending registration no later
than ninety (90) days after the CLOSING DATE. Upon transfer of such files
to the SCILLC, SCILLC assumes all responsibility for the prosecution and
payment of fees associated therewith. SCILLC shall ensure that all
documentation necessary to execute and record the transfer of ASSIGNED
TRADEMARKS is prepared by SCILLC and presented to MOTOROLA for signature.
MOTOROLA shall execute and deliver, or cause to be executed and delivered
such documentation to SCILLC no later than ninety (90) days after
presentation of such documentation to SCILLC.
3.2. MOTOROLA hereby grants to SCILLC a limited, worldwide, paid-up, royalty
free, nontransferable, nonexclusive license, without the right to grant
sublicenses, to
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reproduce, copy, or use, for a period of one year after the CLOSING DATE,
or to use up any inventory existing as of the CLOSING DATE, any LICENSED
VISIBLE TRADEMARK on or in connection with the sale, offering for sale,
distribution, or advertising of any LICENSED PRODUCT. This license is
granted solely for a transition period to allow SCILLC to use up any
inventory that bears any LICENSED VISIBLE TRADEMARK and to change tooling
that places any LICENSED VISIBLE TRADEMARK on LICENSED PRODUCTS. SCILLC
agrees to use its best efforts to cease such reproduction, copying, or use
of LICENSED VISIBLE TRADEMARKS as soon as commercially reasonable; in any
event, except as provided in Section 3.3, the license granted under this
Section 3.2 shall extend no longer than one (1) year after the CLOSING
DATE.
3.3. Notwithstanding Section 3.2, for any LICENSED PRODUCT that must be
re-qualified when a LICENSED VISIBLE TRADEMARK on the LICENSED PRODUCT or
its packaging is removed, SCILLC shall be permitted, for up to two (2)
years after the CLOSING DATE, to reproduce, copy, or use LICENSED VISIBLE
TRADEMARKS in a manner necessary for the continued sale and distribution
of the LICENSED PRODUCT during such re-qualification.
3.4. After SCILLC ceases reproducing, copying, or using LICENSED VISIBLE
TRADEMARKS pursuant to Sections 3.2 and 3.3, SCILLC may use up any
inventory bearing such LICENSED VISIBLE TRADEMARKS, so long as the amount
of such inventory is manufactured consistent with reasonable commercial
practices.
3.5. MOTOROLA hereby grants to SCILLC a limited, worldwide, nonexclusive right,
without the right to grant rights to third parties, to use the term
"formerly a division of Motorola" (hereinafter "Transition Statement"),
for a period of one (1) year after the CLOSING DATE with the stylized
version of "Motorola" used by MOTOROLA and for a period of two (2) years
after the CLOSING DATE without the stylized version of "Motorola", on or
in connection with the sale, offering for sate, distribution, or
advertising of any LICENSED PRODUCT. SCILLC shall submit to MOTOROLA the
first use of each version of material containing the Transition Statement
for approval by MOTOROLA. The use shall be deemed approved if MOTOROLA
does not reject the submission within thirty (30) days of the date of the
receipt of the submission by MOTOROLA. Except to the extent permitted in
this Section 3.5, in no event will SCILLC have the right to use the
Motorola logo, any stylized versions of the mark "Motorola" used by
MOTOROLA, or other trademarks or tradenames owned by MOTOROLA with the
Transition Statement. In no event shall SCILLC have the right to prepare
and use new advertising, distribution materials, or business forms, in
connection with the sale, offering for sale, distribution, or advertising
of any product, which use the Motorola logo, a stylized version of the
mark "Motorola" used by MOTOROLA (except as permitted above with the
Transition Statement), or other trademarks or tradenames of Motorola. The
preceding sentence does not modify the licenses granted in sections 3.3,
3.6, 3.13, and the right to mark products provided in section 3.2.
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<PAGE>
3.6. MOTOROLA hereby grants to SCILLC a limited, worldwide, paid-up, royalty
free, nontransferable, nonexclusive license, without the right to grant
sublicenses, to reproduce, copy, or use any LICENSED EMBEDDED TRADEMARK on
or in connection with the sale, offering for sale, distribution, or
advertising of any LICENSED PRODUCT. SCILLC agrees to use its best efforts
to discontinue the use of any LICENSED EMBEDDED TRADEMARKS as soon as
commercially reasonable. Notwithstanding the above, SCILLC agrees to
remove the LICENSED EMBEDDED TRADEMARK upon the redesign of any LICENSED
PRODUCT. This limited license shall terminate with the discontinuance or
replacement of the items bearing such LICENSED EMBEDDED TRADEMARKS.
3.7. During the period of time that any LICENSED VISIBLE TRADEMARK or LICENSED
EMBEDDED TRADEMARK is used by SCILLC, SCILLC shall manufacture LICENSED
PRODUCT using standards of quality which are not changed in a substantial
way from those used by Semiconductor Components Group prior to the CLOSING
DATE.
3.8. So long as any LICENSED VISIBLE TRADEMARK or any LICENSE, EMBEDDED
TRADEMARK is used by SCILLC, MOTOROLA shall have the right at reasonable
times and on reasonable notice to conduct, during regular business hours,
an examination of LICENSED PRODUCTS bearing the LICENSED VISIBLE TRADEMARK
or LICENSED EMBEDDED TRADEMARK manufactured by SCILLC (including those in
process, assembled or tested) at SCILLC or its SUBSIDIARIES' facilities to
determine compliance of such LICENSED PRODUCTS with the applicable quality
standards referred to in Section 3.7. If at any time such LICENSED
PRODUCTS in the sole, reasonable opinion of MOTOROLA, fail to conform to
the standards of quality in materials, design, workmanship, use,
advertising, and promotion, MOTOROLA or its authorized representative
shall so notify SCILLC. Upon such notification, SCILLC shall cease to use
the LICENSED VISIBLE TRADEMARKS or the LICENSED EMBEDDED TRADEMARKS on
such LICENSED PRODUCTS or else take such steps as are necessary promptly
to restore the LICENSED PRODUCT to the required standard.
3.9. SCILLC shall not make any use of the LICENSED VISIBLE TRADEMARKS or
LICENSED EMBEDDED TRADEMARKS in such a manner that would represent to the
public that SCILLC, rather than MOTOROLA, is the owner of the such
LICENSED VISIBLE TRADEMARKS or LICENSED EMBEDDED TRADEMARKS. SCILLC agrees
that it shall not at any time adopt, use or apply for any registration of
any trademark, service mark, copyright or other designation which is
identical to or confusingly similar to LICENSED VISIBLE TRADEMARKS or
LICENSED EMBEDDED TRADEMARKS or which could affect Motorola's ownership of
such LICENSED VISIBLE TRADEMARKS or LICENSED EMBEDDED TRADEMARKS.
3.10. MOTOROLA hereby grants to SCILLC the right to use all part numbers, model
numbers and the like in use by MOTOROLA to identify SCG PRODUCTS to
customers as of the CLOSING DATE. SCILLC shall further have the right to
additional part or model numbers to any series or numbering scheme in use
as of the CLOSING DATE. Other
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<PAGE>
than as permitted in the other Sections of this Section 3, SCILLC will not
use a part number, model number and the like that is a MOTOROLA owned
trademark.
3.11. At the CLOSING DATE, and for a period of two (2) years thereafter,
MOTOROLA shall display, on the home page of its MOTOROLA SEMICONDUCTOR
PRODUCTS SECTOR web site, a hypertext link to SCILLC's uniform resource
locator (URL). The initial wording of such hypertext link shall be agreed
upon between SCILLC end MOTOROLA prior to the CLOSING DATE. Thereafter,
upon the approval of MOTOROLA, MOTOROLA shall reword the hypertext link as
reasonably requested by SCILLC.
3.12. SCILLC hereby grants to MOTOROLA a limited, worldwide, paid-up royalty
free, nontransferable, nonexclusive license, without the right to grant
sublicenses, under any ASSIGNED TRADEMARKS, to use up any inventory of
printed materials, including any data books, or to display and distribute
electronic materials which contain information about MOTOROLA's products
other than SCG PRODUCTS. MOTOROLA agrees to use its best efforts to
discontinue the use of any ASSIGNED TRADEMARKS as soon as commercially
reasonable. During the period of time that any ASSIGNED TRADEMARK is used
by MOTOROLA, MOTOROLA shall maintain standards of quality as to goods
and/or materials that bear the ASSIGNED TRADEMARKS that are not changed in
substantial way from those used prior to the CLOSING DATE. SCILLC shall
have the right, at reasonable times and on reasonable notice, to examine
and insure the quality of goods and/or materials used or distributed by
MOTOROLA that bear the ASSIGNED TRADEMARKS
3.13. At the CLOSING DATE and for a period of two (2) years thereafter, SCILLC,
at the request of MOTOROLA, shall display, on the home page of its web
site, a hypertext link to the URL of MOTOROLA's MOTOROLA SEMICONDUCTOR
PRODUCTS SECTOR. The initial wording of such hypertext link shall be
agreed upon between SCILLC and MOTOROLA prior to the CLOSING DATE.
Thereafter, upon the approval of SCILLC, SCILLC shall reword the hypertext
link as reasonably requested by MOTOROLA.
3.14. MOTOROLA and SCILLC agree to negotiate, in good faith, the extension of
the obligations set forth in Section 3.11 and 3.13 for another two (2)
year period. The parties agree that the negotiations shall take into
account the respective value of the link to each party.
3.15. The licenses and covenants granted herein extend to each party's
respective SUBSIDIARIES, so long as such party's SUBSIDIARIES agree to
grant the same licenses and covenants granted in this Section 3 that
SCILLC and MOTOROLA granted herein, respectively.
14
<PAGE>
SECTION 4
ASSIGNMENT OF MASK WORKS
4.1. MOTOROLA hereby assigns all its right, title, and interest, subject to any
existing third party licenses before the CLOSING DATE, in ASSIGNED MASK
WORKS to SCILLC. MOTOROLA shall provide all of its files of the registered
ASSIGNED MASK WORKS to SCILLC no later than ninety (90) days after the
CLOSING DATE. SCILLC shall ensure that all necessary documentation
necessary to execute and record the transfer of ASSIGNED MASK WORKS is
prepared by SCILLC and presented to MOTOROLA for signature. MOTOROLA shall
execute and deliver, or cause to be executed and delivered such
documentation to SCILLC, no later than ninety (90) days after presentation
of such documentation to SCILLC.
4.2. This Agreement imposes no obligation on MOTOROLA to file any mask work
registrations on any ASSIGNED MASK WORK which has been fixed by MOTOROLA
and which statutory protection is still available.
SECTION 5
ASSIGNMENT AND LICENSE OF KNOW HOW
5.1. MOTOROLA hereby assigns all its right, title, and interest, subject to any
existing third party licenses before the CLOSING DATE, in ASSIGNED KNOW
HOW to SCILLC.
5.2. MOTOROLA hereby grants to SCILLC a perpetual, world wide, non-exclusive,
license, without the right to sublicense (except and only to the extent
necessary for SCILLC to fulfill its obligations assumed under the
Technology License Contract originally between Motorola, Inc. and
Leshan-Phoenix Semiconductor Company, Ltd), to LICENSED KNOW HOW to
manufacture, have manufactured, use, lease, sell, offer for sale, import,
design, assemble, have assembled, test, or otherwise dispose of LICENSED
PRODUCTS.
5.3. MOTOROLA shall make available to SCILLC all ASSIGNED KNOW HOW and LICENSED
KNOW HOW existing in tangible form no later than ninety (90) days after
the CLOSING DATE. For that ASSIGNED KNOW HOW or LICENSED KNOW HOW which is
not being utilized in Motorola Energy Systems, Inc. before the CLOSING
DATE, any transition services and transfer thereof to SCILLC's facilities
will be addressed in Collateral Agreements to be agreed upon between
SCILLC and MOTOROLA.
5.4. MOTOROLA agrees to grant joint ownership rights, subject to any existing
third party, licenses before such grant, in the MOSAIC 5 and MOSAIC 5e
know how if and when the MOSAIC 5 and/or MOSAIC 5e process is transferred
to SCILLC as set forth in the SCG Manufacturing Agreement. Upon such
grant, SCILLC and MOTOROLA will retain an
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<PAGE>
undivided one-half interest in such MOSAIC 5 and MOSAIC Se know how,
without accounting to the other. The parties agree that prior to the
granting of the rights herein, it likely will be necessary to provide
certain know how to SCILLC for SCILLC to install the MOSAIC 5 and/or
MOSAIC 5e process in its own facilities. SCILLC and MOTOROLA will agree on
a transfer schedule of the MOSAIC 5 and/or MOSAIC 5e know how to SClLLC in
advance of the transfer of such know how in a manner that facilitates the
orderly transfer of such know how to SCILLC's facilities.
5.5. MOTOROLA hereby assigns to SCILLC all its right, title, and interest,
subject to any existing third party licenses before the CLOSING DATE, in
Standard Linear know how used solely by the Semiconductor Components Group
before the CLOSING DATE and such Standard Linear know how shall be
considered as ASSIGNED KNOW HOW. MOTOROLA hereby grants to SCILLC joint
ownership rights, subject to any existing third party licenses before such
grant, in the Standard Linear know how used by both the Semiconductor
Components Group and other business units of MOTOROLA's SEMICONDUCTOR
PRODUCTS SECTOR and SCILLC and MOTOROLA will retain an undivided one-half
interest in such Standard Linear know how, without accounting to the
other.
5.6. SCILLC hereby grants to MOTOROLA a perpetual, world wide, non-exclusive,
paid-up license, without the right to sublicense, to use ASSIGNED KNOW HOW
to make. have made, use, lease, sell, offer for sale, import, design,
assemble, have assembled, test, or otherwise dispose of any LICENSED SPS
PRODUCT.
5.7. The licenses and covenants granted herein extend to each party's
respective SUBSIDIARIES, so long as such party's SUBSIDIARIES agree to
grant the same licenses and covenants granted in this Section 5 that
SCILLC and MOTOROLA granted herein, respectively.
SECTION 6
ASSIGNMENT AND LICENSE IN COPYRIGHTABLE MATERIALS
6.1. MOTOROLA hereby assigns all copyrights, right, title, and interest in
ASSIGNED COPYRIGHTABLE MATERIALS to SCILLC.
6.2. MOTOROLA hereby grants to SCILLC a perpetual, worldwide, nonexclusive,
license to use, reproduce, prepare derivative works of, or distribute
LICENSED COPYRIGHTABLE MATERIALS in conjunction with the marketing or sale
of LICENSED PRODUCTS, provided all trademarks and tradenames of MOTOROLA
shall be removed from any LICENSED COPYRIGHTABLE MATERIALS before any
distribution thereof. Notwithstanding the above language of this Section
6. 2, the use of LICENSED VISIBLE TRADEMARKS and LICENSED EMBEDDED
TRADEMARKS shall be governed by Section 3 of the Agreement.
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<PAGE>
6.2.1. In the event that SCILLC requires additional rights in order to
institute a lawsuit for copyright infringement against a third
party relating to the infringement of LICENSED COPYRIGHTABLE
MATERIALS, MOTOROLA agrees to cooperate with SCILLC to provide
SCILLC with additional rights sufficient to permit SCILLC to
Institute an action for infringement. Such additional rights shall
be provided without additional charge to SCILLC and SCILLC will
reimburse MOTOROLA for any reasonable expenses incurred to provide
to such additional rights.
6.3. SCILLC hereby grants to MOTOROLA a worldwide, paid-up, royalty free,
non-exclusive license under ASSIGNED COPYRIGHTABLE MATERIALS to use,
reproduce, prepare derivative works of; or distribute ASSIGNED
COPYRIGHTABLE MATERIALS in conjunction with the marketing or sale of
LICENSED SPS PRODUCTS, provided all ASSIGNED TRADEMARKS shall be removed
from any ASSIGNED COPYRIGHTABLE MATERIALS used by MOTOROLA before the
distribution thereof. Notwithstanding the above language of this Section
6.3, the use of ASSIGNED TRADEMARKS by MOTOROLA shall be governed by
Section 3 of the Agreement.
6.4. The licenses and covenants granted herein extend to each party's
respective SUBSIDIARIES. so long as such party's SUBSIDIARIES agree to
grant the same licenses and covenants granted in this Section 6 that
SCILLC and MOTOROLA granted herein, respectively.
SECTION 7
LICENSE OF SOFTWARE
7.1. MOTOROLA hereby grants to SCILLC a perpetual, worldwide, nonexclusive
license in LICENSED SOFTWARE to use, reproduce. or prepare derivative
works of LICENSED SOFTWARE and to otherwise utilize LICENSED SOFTWARE in
the manufacture, sale, or design of semiconductor products. MOTOROLA
hereby grants to SCILLC a perpetual, worldwide, nonexclusive license in
LICENSED SOFTWARE to distribute or sublicense LICENSED SOFTWARE that was
historically distributed, embedded, or sublicensed to customers or
suppliers in conjunction with the manufacture, sale, or design of any SCG
PRODUCT by MOTOROLA
7.2. LICENSED SOFTWARE is provided "AS IS." The licenses granted in this
Section 7 impose no obligation on MOTOROLA to maintain LICENSED SOFTWARE
for SCILLC. However, for a period of two (2) years, to the extent any
updates are made to LICENSED SOFTWARE to fix errors in LICENSED SOFTWARE,
MOTOROLA will license and provide copies of such updates to SCILLC upon
SCILLC's written request and at SCILLC's expense.
7.3. The licenses granted herein extend to SCILLC's SUBSIDIARIES.
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SECTION 8
INDEMNIFICATION, LITIGATION, AND ASSISTANCE
8.1. MOTOROLA shall have all control over and obligations and liability, to the
extent limited herein. for the litigation styled POWER INTEGRATIONS, INC.
V. MOTOROLA, INC., No. CA 98-490, presently pending in the United States
District Court for the District of Delaware, and will indemnify SCILLC as
set forth herein as to such litigation and any subsequent litigation led
against SCILLC by Power Integrations to the extent that such subsequent
litigation claims infringement of the same patents and the same products
(but not any products redesigned after the CLOSING DATE) as the Power
Integrations, Inc. Motorola, Inc. litigation (hereinafter "PI
Litigation"). SCILLC will provide such reasonable assistance as may be
requested by MOTOROLA during the further conduct of the PI Litigation, at
MOTOROLA's expense. SCILLC shall have the right to participate in the
litigation, with its own counsel, at its own expense. Notwithstanding the
above language, MOTOROLA shall retain all control over and ability to
settle such PI Litigation at any time during such PI Litigation, even if
SCILLC is subsequently named as a party to such PI Litigation. MOTOROLA
will communicate any settlement offer to SCILLC prior to presenting to
Power Integrations and will promptly communicate to SCILLC any settlement
offers presented to MOTOROLA by Power Integrations. With respect to any
product(s) enjoined by such PI Litigation, MOTOROLA will pay for lost
profits, reasonably shown and extrapolated by orders placed and accepted
by SCILLC, up to five years after such injunction and for the direct costs
of redesigning the product(s) enjoined to be non-infringing. MOTOROLA
shall not be further liable for any liability arising after such redesign.
MOTOROLA's total, cumulative obligation to indemnify, as set forth in this
Section 8.1, shall not exceed the amount of five (5) million dollars $US,
such amount to include any and all costs and fees, including attorneys
fees and costs incurred or paid by or for MOTOROLA after the CLOSING DATE,
lost profits of SCILLC as set forth above (and only for this Section 8.1),
and damages, settlement amounts, and royalties paid by or for MOTOROLA.
The indemnification provided under this Section 8.1 shall not apply to the
Indemnity Cap set forth in Section 8.4.
8.2. As of the CLOSING DATE, the licenses and other items listed in Exhibit 8.2
shall be assigned to SCILLC. SCILLC shall assist MOTOROLA in obtaining any
third-party consents necessary to effectuate the transfer of the licenses
in Exhibit 8.2 to SCILLC. If any such license is not assigned to SCILLC,
MOTOROLA's total liability shall be covered under Section 8.3 and its
subsections. With respect to the pending agreements, MOTOROLA makes no
representation that the agreements will be executed as of the CLOSING
DATE. In the event that MOTOROLA's legal department is informed of,
subsequent to the CLOSING DATE, a THIRD PARTY SCG CONTRIBUTION, MOTOROLA
assigns and agrees to assign such THIRD PARTY SCG CONTRIBUTION to SCILLC.
8.3. MOTOROLA shall indemnify and hold SCILLC harmless from any and all of
SCILLC's damages arising out of any and all third party claims or suits
asserting that an act
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<PAGE>
committed by MOTOROLA prior to the CLOSING DATE infringes any patent,
copyright, trademark, or trade secret rights of a third party.
8.4. MOTOROLA agrees to indemnify and hold SCILLC, its SUBSIDIARIES and its and
their respective officers, directors, employees, and agents harmless, to
the extent limited in this Section 8.4 and its subsections 8.4.1, 8.4.2,
and 8.4.3, from damages arising out of all claims or suits by a third
party patent licensor of MOTOROLA**************************************
************************************** that the INDEMNIFIED PRODUCT, to
the extent so made infringes any patent that would have been covered by
any such third party patent license in existence as of the CLOSING DATE
between MOTOROLA and such third party if said patent license had been
extended or assigned to SCILLC or its SUBSIDIARIES. This indemnity shall
not apply to any products sold by SCILLC or its SUBSIDIARIES that are not
INDEMNIFIED PRODUCTS.
8.4.1. MOTOROLA's total, cumulative obligation to indemnify as set forth
above, shall not exceed the amount seventy-five (75) million
dollars $US (hereinafter, the "Indemnity Cap"), such amount to
include any and all costs and fees, including attorneys fees and
costs incurred or paid by or for MOTOROLA, lost profits of SCILLC
and its SUBSIDIARIES (and only for this Section 8.4), and damage
or royalties paid by or for MOTOROLA. The indemnification
obligation for claims made by a third party patent licensor of
MOTOROLA hereunder shall extend for the term of each patent
license which MOTOROLA was a party to with such licensor as that
term existed as of the CLOSING DATE or for three (3) years,
whichever is shorter (hereinafter the "Indemnification Period").
MOTOROLA's indemnification obligation will terminate after the
Indemnification Period even if a claim arises during or before the
Indemnification Period, where no notice is provided to MOTOROLA of
such claim within five (5) years after the CLOSING DATE. If
MOTOROLA is provided with notice of a claim covered hereunder,
which arose during the applicable Indemnification Period, within
five (5) years after the CLOSING DATE, MOTOROLA shall retain the
obligations to indemnify as set forth herein for such claim
subject to the Indemnity Cap and only for the Indemnification
Period. In the event that a claim covered hereunder results in the
filing of a lawsuit by a third party patent licensor asserting
patent infringement against SCILLC within the Indemnification
Period and outside the Indemnification Period, SCILLC and MOTOROLA
agree that the costs arising out of such lawsuit will be
apportioned accordingly. In no event will the preceding sentence
be interpreted to expand MOTOROLA's indemnification obligation set
forth in this entire Section 8.4.
8.4.2. MOTOROLA shall not be obligated to provide any indemnification
under Section 8.4 and its subsections for claims arising from a
third party if SCILLC or its SUBSIDIARIES initiates, solicits, or
asserts a claim or offer for license, directly or indirectly,
under any intellectual property against such third party and such
third party asserts a claim of infringement against SCILLC or its
SUBSIDIARIES after receiving such claim from SCILLC or its
SUBSIDIARIES. In any event, MOTOROLA shall have no obligation
whatsoever for any claims brought by any
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* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
19
<PAGE>
party which was not a third party licensor to MOTOROLA under a
valid licensing agreement at the time as of the CLOSING DATE.
8.4.3. As a precondition to any such obligation to indemnify, SCILLC or
its SUBSIDIARIES shall provide MOTOROLA prompt written notice of a
claim giving rise to an indemnity obligation under these Sections
8.3 and 8.4 upon receipt or notification by SCILLC of any such
claim, and at MOTOROLA's request, MOTOROLA shall be given control
of said claim. MOTOROLA shall have the right, but not the
obligation, to defend against any such claim of infringement.
SCILLC and its SUBSIDIARIES shall provide all reasonable
information and assistance to settle such claims. MOTOROLA shall
communicate any settlement proposals to SCILLC prior to
communicating them to a claimant. If commercially reasonable,
SCILLC and its SUBSIDIARIES will redesign any infringing products
in order to settle a claim. In order to settle a claim, SCILLC and
its SUBSIDIARIES hereby agree to grant patent licenses under
patents owned or controlled by SCILLC and its SUBSIDIARIES, so
long as SCILLC and its SUBSIDIARIES receive a reciprocal license
under the third party's patents.
8.5. Notwithstanding any other provision of this Section 8, SCILLC may, in its
sole discretion, elect to defend any claim of infringement itself and not
seek indemnification from MOTOROLA under this Section 8. If SCILLC makes
such an election, it shall have no obligation to disclose the existence of
any such claim to MOTOROLA, and MOTOROLA shall have no obligation to
defend or to indemnify SCILLC or its SUBSIDIARIES as to such claim.
8.6. MOTOROLA shall have all control over and obligations and liability for the
litigation Kermit Aguago and Khanh N. Tran V. Motorola, Inc., No. A
99CA097JN, presently pending in the United States District Court for
the Western District of Texas, Austin Division will indemnify SCILLC as
to such litigation for a claim related to any equipment owned by MOTOROLA
as of the CLOSING DATE if SCILLC is named as a party to such litigation.
SCILLC will provide such reasonable assistance as may be requested by
MOTOROLA during the further conduct of such litigation, at MOTOROLA's
expense.
8.7. THIS SECTION 8 STATES THE ENTIRE LIABILITY OR INDEMNITY OBLIGATION OF
MOTOROLA WITH RESPECT TO CLAIMS BY A THIRD PARTY REGARDING INFRINGEMENT OF
ANY INTELLECTUAL PROPERTY RIGHT.
SECTION 9
CONFIDENTIALITY
9.1. For a period of five (5) years from the date of receipt of the
CONFIDENTIAL INFORMATION and ten (10) years from the CLOSING DATE for the
RESTRICTED
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* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
20
<PAGE>
PROCESS MODULES, each party agrees to use the same care and discretion,
but at least reasonable care and discretion, to avoid disclosure,
publication, or dissemination of CONFIDENTIAL INFORMATION of the other
party as that party employs with similar information of its own which it
does not desire to publish, disclose, or disseminate, unless it is in
connection with its business and provided that the third party executes a
confidentiality agreement having substantially the same obligations as
these confidentiality provisions.
9.2. Disclosure of CONFIDENTIAL INFORMATION shall not be precluded if such
disclosure is in response to a valid order of a court thereof; provided,
however, that the disclosing party shall first have made a good faith
effort to obtain a protective order requiring that the information and/or
documents so disclosed be used only for the purpose for which the order
was issues; or otherwise required by law.
9.3. This Agreement imposes no obligation on either party with respect to
CONFIDENTIAL INFORMATION disclosed under this Agreement which (1) is
available or becomes available to the public without breach of this
Agreement, (2) is explicitly approved for release by written authorization
of the other party, (3) is lawfully obtained from a third party or parties
without a duty of confidentiality, (4) is disclosed to a third party by
the owner of such CONFIDENTIAL INFORMATION without a duty of
confidentiality. (5) is known to the receiving party prior to such
disclosure, or (6) is at any time developed independently of any such
disclosure(s) of CONFIDENTIAL INFORMATION to the receiving party.
SECTION 10
COMPENSATION
10.1. The licenses granted and the assignments made to SCILLC in this Agreement
shall be without compensation from SCILLC to MOTOROLA, and shall be
treated as a contribution by MOTOROLA to the capital of SCG Holding for
all tax purposes.
10.2. The licenses granted to MOTOROLA in this Agreement shall be without
further compensation from MOTOROLA to SCILLC.
SECTION 11
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
11.1. MOTOROLA hereby represents and warrants that it has the right to grant to
the SCILLC the licenses and assignments granted herein.
11.2. The registered ASSIGNED TRADEMARKS set forth in Exhibit 1.5 are free and
clear of all liens, encumbrances, and adverse claims of title.
11.3. The ASSIGNED PATENTS set forth in Exhibit 1.4 are free and clear of all
liens, encumbrances, and adverse claims of title.
21
<PAGE>
11.4. EACH PARTY HEREBY DISCLAIMS MAKING ANY REPRESENTATIONS OR WARRANTIES
RELATING TO THE SUBJECT MATTER HEREOF, WHETHER ARISING BY IMPLICATION,
ESTOPPEL OR OTHERWISE, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.
11.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE OTHER PARTY'S
PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING,
PERFORMANCE, OR USE OF ANY INTELLECTUAL PROPERTY, GOODS OR SERVICES SOLD
PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER THE NONPERFORMING PARTY WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.
11.6. Nothing contained in this agreement shall be construed as:
11.6.1. a warranty or representation by MOTOROLA as to the validity and or
scope of the INTELLECTUAL PROPERTY;
11.6.2. conferring any license or any other right, by implication,
estoppel, or otherwise, under any patent application, patent or
patent right, or other intellectual property, except as herein
expressly granted;
11.6.3. imposing on MOTOROLA any obligation to institute any suit or
action for infringement of any of the INTELLECTUAL PROPERTY, or to
defend any Suit or action brought by a third party which
challenges or concerns the validity of any other INTELLECTUAL
PROPERTY, except as expressly provided herein;
11.6.4. a warranty or representation by MOTOROLA that any manufacture,
use, sale, importation, lease or any other disposition of LICENSED
PRODUCTS or the use of any INTELLECTUAL PROPERTY will be free from
infringement of any patent or other intellectual property; or
11.6.5. imposing on MOTOROLA any obligation to file any patent application
or secure any patent or maintain any patent in force or file any
registration for trademarks, mask works, or copyrights.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1. The rights or privileges provided for in this Agreement may be assigned or
transferred by either party only with the prior written consent of the
other party and with the authorization or approval of any governmental
authority as then may be required, except to a successor in ownership of
all or substantially all of the assets of the SCILLC or MOTOROLA
SEMICONDUCTOR PRODUCTS SECTOR or for the account of the
22
<PAGE>
lenders providing bank financing solely and specifically for the purpose
of securing such bank financing for the sale of the SCG Business by
MOTOROLA, but such successor, before such assignment or transfer is
effective, shall expressly assume in writing to the other party the
performance of all of the terms and conditions of the assigning party. The
licenses and rights granted hereunder shall not extend to a divested
business of either party, except that a divested business of MOTOROLA or
the MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR shall receive licenses and
covenants granted in Section 2.7, with respect to ASSIGNED PATENTS only.
Notwithstanding the above, the ASSIGNED PATENTS may be transferred,
subject to the licenses and covenants granted herein to MOTOROLA, to a
wholly owned subsidiary of SCILLC, provided that thc wholly owned
subsidiary is not Zilog or another acquired third party owned or
controlled by the Texas Pacific Group.
12.2. This Agreement and the performance of the parties hereunder shall be
construed in accordance with and governed by the laws as set forth in the
Reorganization Agreement.
12.3. This Agreement is the result of negotiation between the parties, which
parties acknowledge that they have been represented by counsel during such
negotiations; accordingly, this Agreement shall not be construed for or
against either party regardless of which party drafted this Agreement or
any portion thereof.
12.4. This Agreement sets forth the entire Agreement and understanding between
the parties as to the subject matter hereof and merges all prior
discussions between them, and neither of the parties shall be bound by any
conditions, definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly provided
herein, in the Reorganization Agreement, or as duly set forth on or
subsequent to the date hereof in writing and signed by a proper and duly
authorized office or representative of the party to be bound thereby.
12.5. The parties shall have the right to disclose the existence of this
Agreement. This Agreement shall be considered confidential.
12.6. All notices required or permitted to be given hereunder shall be in
writing and shall be valid and sufficient if dispatched by registered
airmail, postage prepaid, in any post office in the United States,
addressed as follows:
12.6.1. If to MOTOROLA: With a copy to:
Motorola, Inc Motorola, Inc.
1303 East Algonquin Road 6501 William Cannon Drive West
Schaumburg, Illinois 60196 Mail Drop TX30/OE9
Austin, TX 78735-8598
Attention: Vice President for
Patents, Trademarks Attention: President,
& Licensing Semiconductor
Facsimile (847) 576-3750 Products Sector
23
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
-----------------------------------
Name: Carl F. Koenemann
Title: Executive Vice President and
Chief Financial Officer
SEMICONDUCTOR COMPONENTS
INDUSTRIES, LLC
By: SCG Holding Corporation,
its sole member
By: /s/ Theodore W. Schaffner
-----------------------------------
Name: Theodore W. Schaffner
Title: Vice-President
24
<PAGE>
EXHIBIT 1.2
ASSIGNED KNOW HOW
[2 pages Redacted]
[Confidential Information omitted and Filed separately with the Securities
and Exchange Commission.]
<PAGE>
EXHIBIT 1.3
ASSIGNED MASK WORKS
[1 page redacted]
[Confidential Information omitted and filed separately with the Securities
and Exchange Commission.]
<PAGE>
EXHIBIT 1.4
ASSIGNED PATENTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
DOCKET# TITLE FIRST INVENTOR
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AP00646 POWER DRIVER HAVING SHORT CIRCUIT PROTECTION LORINCZ, STEFAN
- --------------------------------------------------------------------------------------------------------------------------------
SC0021AJ DC/DC CONVERTER SAKURAI, TADASHI
- --------------------------------------------------------------------------------------------------------------------------------
SC0083ET PROTECTED DARLINGTON TRANSISTOR ARRANGEMENT PEYRE-LAVIGNE, ANDRE
- --------------------------------------------------------------------------------------------------------------------------------
SC0092ET HIGH VOLTAGE SEMICONDUCTOR DEVICE AND FABRICATION PROCESS JAUME, DENIS
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SCO0230AJ CONTROLLER FOR BATTERY CHARGER TAMIYA, HAJIME
- --------------------------------------------------------------------------------------------------------------------------------
SC0233ET SWITCHING TRANSISTOR ARRANGEMENT LANCE, PHILIPPE
- --------------------------------------------------------------------------------------------------------------------------------
SC0346ER POWER SWITCHING CIRCUIT KADANKA, PETER
- --------------------------------------------------------------------------------------------------------------------------------
SC00395ET POWER SUPPLY LHERMITE, FRANCOIS
- --------------------------------------------------------------------------------------------------------------------------------
SC04052 MOS TRANSISTOR TERRY LEWIS EUGENE
- --------------------------------------------------------------------------------------------------------------------------------
SC04091 INPUT RANGING DIVIDER AND METHOD FOR AN ANALOG TO DIGITAL NEIDORFF, ROBERT
CONVERTER
- --------------------------------------------------------------------------------------------------------------------------------
SC04223 ECL MOS BUFFER CIRCUITS WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC04255 OUTPUT STAGE FOR OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04256 OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04258 OPERATIONAL AMPLIFIER DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC04615 CURRENT LIMITER & METHOD FOR LIMITING CURRENT MAIN WILLIAM ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC04760 OUTPUT MULTIPLEXER HAVING ONE GATE DELAY JEFFREY, PHILIP ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC04791 MOSFET "II" SWITCH CIRCUIT FOR ADC MOTOR VALENTINE RICHARD J
- --------------------------------------------------------------------------------------------------------------------------------
SC04837 MONOLITHIC ZERO CROSSING TRIAC DRIVER YIM HYUNG JIN
- --------------------------------------------------------------------------------------------------------------------------------
SC0486ET SURFACE MOUNT SEMICONDUCTOR DIODE DEVICE MARTIN, JEAN-BAPTISTE
- --------------------------------------------------------------------------------------------------------------------------------
SC04932 OVERVOLTAGE AND OVERTEMPERATURE PROTECTION CIRCUIT SCHULTZ WARREN J
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC05008 METHOD FOR PRODUCING LOW NOISE, HIGH GRADE CONSTANT CHRUMA, JERRY
SEMICONDUCTOR JUNCTIONS
- --------------------------------------------------------------------------------------------------------------------------------
SC05078 CURRENT SENSING CIRCUIT WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC05086 METHOD FOR RESISTOR TRIMMING BY METAL MIGRATION VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05235 IMPROVED OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05236 SEMICONDUCTOR HOUSING DUBOIS JERRY MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC05293 IMPROVE OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC05312 CURRENT LIMIT TECHNIQUE FOR MULTIPLE-EMITTER VERTICAL BYNUM BYRON G
POWER TRANSISTOR
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC05364 METHOD OF MAKING GATE TURNOFF SWITCH WITH ANODE SHORT AND BENDER, JOHN R
BURIED BASE
- --------------------------------------------------------------------------------------------------------------------------------
SC0554ET SEMICONDUCTOR POWER DEVICE SICARD, THIERRY MICHEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05602C CURRENT MIRROR CIRCUIT AND METHOD FOR PROVIDING DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
ZERO TEMPERATURE COEFFICIENT TRIMMABLE CURRENT RATIOS
- --------------------------------------------------------------------------------------------------------------------------------
SC05606C TRIMMABLE DIFFERENTIAL AMPLIFIER HAVING A ZERO TEMPERATURE COEFFICIENT DAVIS WILLIAM F
OFFSET VOLTAGE AND METHOD
- --------------------------------------------------------------------------------------------------------------------------------
SC05639P METHOD FOR PASSIVATING A SEMICONDUCTOR JUNCTION BELMONT EMANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05668C ECL TO TTL VOLTAGE LEVEL TRANSLATOR BIRRITTELLA, MARK S
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- -------------------------------------------------------------------------------------------------------------------------------
SC05731C FREQUENCY DOUBLER CIRCUIT AND METHOD ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC05735P MONOLITHIC TEMPERATURE-COMPENSATED VOLTAGE REFERENCE DIODE AND BOLAND BERNARD WILLIAM
METHOD FOR ITS MANUFACTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC05788C THERMAL CURRENT SUPPLY CIRCUIT BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC05803C SYMMETRIC LAYOUT FOR QUAD OPERATIONAL AMPLIFIERS DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05807C AUTOMATIC RESTART CIRCUIT FOR A SWITCHING POWER SUPPLY PACE WILSON D
- --------------------------------------------------------------------------------------------------------------------------------
SC05814C POWER MOS LOSS OF GROUND PROTECTION WRATHALL ROBERT STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC05871P METHOD OF MAKING VERTICAL FIELD EFFECT TRANSISTOR WITH PLURALITY KOURY DANIEL N
OR GATE INPUT CONNECTIONS
- --------------------------------------------------------------------------------------------------------------------------------
SC05878C OPERATIONAL AMPLIFIER WITH PASSIVE CURRENT LIMITING DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05880C AMPLIFIER HAVING IMPROVED GAIN BANDWIDTH PRODUCT DAVIS WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC05881C DIFFERENTIAL AMPLIFIER INCLUDING BALANCED TWO TERMINAL SERIES DAVIS WILLIAM F
RC NETWORK
- --------------------------------------------------------------------------------------------------------------------------------
SC05901C VOLTAGE REGULATOR BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC05910C CIRCUIT HAVING AN OUTPUT REFERENCED TO A SPECIFIC VOLTAGE PRICE JOHN J JR
IN RESPONSE TO EITHER AN ECL OR TTL INPUT
- --------------------------------------------------------------------------------------------------------------------------------
SC05966C CIRCUIT UTILIZING RESISTORS TRIMMED BY METAL MIGRATION SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC05972T LEAD STRAIGHTENER AND FLATTENER FOR SEMICONDUCTOR DEVICES GONZALEZ VICTOR MANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC05983P MESA ZENER DIODE AND METHOD OF MANUFACTURE THEREOF WETTEROTH THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC05986C TRIMMABLE CURRENT SOURCE SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC05988C OPERATIONAL AMPLIFIER UTILIZING FET FOLLOWERS SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC0598AJ CHARGE AND DISCHARGE CONTROLLER BATTERY YADA, AKITOSHI
- --------------------------------------------------------------------------------------------------------------------------------
SC05991C OPERATIONAL AMPLIFIER UTILIZING JFET FOLLOWERS AND FEED-FORWARD SUSAK, DAVID M
CAPACITORS
- --------------------------------------------------------------------------------------------------------------------------------
SC05996C OPERATIONAL AMPLIFIER UTILIZING RESISTORS TRIMMED BY METAL MIGRATION DAVIS, WILLIAM F
- --------------------------------------------------------------------------------------------------------------------------------
SC06013C AMPLIFIER HAVING IMPROVED GAIN/BANDWIDTH PRODUCT VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC06035T METHOD OF PRODUCING A THERMOGENETIC SEMICONDUCTOR DEVICE KALFUS MARTIN AARON
- --------------------------------------------------------------------------------------------------------------------------------
SC06109P BIPOLAR SEMICONDUCTOR DEVICE HAVING A CONDUCTIVE RECOMBINATION LESK ISRAEL ARNOLD
LAYER
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
2
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06123P FET STRUCTURE ARRANGEMENT HAVING LOW ON RESISTANCE ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
*********
- --------------------------------------------------------------------------------------------------------------------------------
SC06224C ECL GATE HAVING DUMMY LOAD FOR SUBSTANTIALLY REDUCING SKEW MCDONALD JAMES TODD
- --------------------------------------------------------------------------------------------------------------------------------
SC06237C SEMICONDUCTOR STRUCTURE WITH CLOSELY COUPLED SUBSTRATE TEMPERATURE FAY GARY V
SENSE ELEMENT
- --------------------------------------------------------------------------------------------------------------------------------
SC06244T FORMED TOP CONTRACT FOR NON-FLAT SEMICONDUCTOR DEVICE KALFUS MARTIN AARON
- --------------------------------------------------------------------------------------------------------------------------------
SC06266C DUAL CHANNEL CURRENT MODE SWITCHING REGULATOR ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC06271P CONTROLLED VOLTAGE DROP DIODE SUNDSTROM RAY D
- --------------------------------------------------------------------------------------------------------------------------------
SC06274C OPERATIONAL AMPLIFIER SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06276C START CIRCUIT FOR A BANDGAP REFERENCE CELL CAVE DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC06327P LOW VOLTAGE DEEP JUNCTION DEVICE AND METHOD LIAW H MING
- --------------------------------------------------------------------------------------------------------------------------------
SC06330C ECL LOGIC GATE HOLLSTEIN, ROGER L.
- --------------------------------------------------------------------------------------------------------------------------------
SC06331T METHOD FOR IMPROVING THE ADHESION OF A PLASTIC ENCAPSULANT TO COPPER SPANJER KEITH GORDON
CONTAINING LEADFRAMES
- --------------------------------------------------------------------------------------------------------------------------------
SC06346C POWER FIELD EFFECT TRANSISTOR DRIVER CIRCUIT FOR PROTECTION FROM OVER DUNN WILLIAM CHARLES
VOLTAGES
- --------------------------------------------------------------------------------------------------------------------------------
SC06347C VOLTAGE LEVEL CONVERSION CIRCUIT DUNN WILLIAM CHARLES
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06366P SELF ALIGNED VERTICAL FIELD EFFECT TRANSISTOR HAVING AN IMPROVED SOURCE DAVIES ROBERT BRUCE
CONTACT
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06388T SELF-CENTERING ELECTRODE FOR POWER DEVICES KALFUS MARTIN
- --------------------------------------------------------------------------------------------------------------------------------
SC06402P HIGH VOLTAGE VERTICAL FIELD EFFECT TRANSISTOR WITH IMPROVED SAFE ROBB STEPHEN P
OPERATING AREA
- --------------------------------------------------------------------------------------------------------------------------------
SC06445T BACKSIDE METALLIZATION SCHEME FOR SEMICONDUCTOR DEVICES SHARMA RAVINDER K
- --------------------------------------------------------------------------------------------------------------------------------
SC06458C SUBSTRATE INJECTION CLAMP PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC06470C NEGATIVE VOLTAGE CLAMP PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC06471P METHOD FOR MAKING SEMICONDUCTOR DEVICE HAVING HIGH ENERGY SUSTAINING PHIPPS, JOHN P
CAPABILITY AND A TEMPERATURE SUSTAINING VOLTAGE
- --------------------------------------------------------------------------------------------------------------------------------
SC06488C CURRENT SWITCH BADER SCOTT K
- --------------------------------------------------------------------------------------------------------------------------------
SC06489C OUTPUT STAGE FOR AN OPERATIONAL AMPLIFIER SUSAK, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06499C LOAD CONTROLLED ECL TRANSIENT DRIVER SCHUCKER DOUGLAS W.
- --------------------------------------------------------------------------------------------------------------------------------
SC06501C TRANSFORMERLESS SEMICONDUCTOR AC SWITCH HAVING INTERNAL BIASING MEANS FAY GARY VERNOR
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC06546C DUAL SUPPLY ECL TO TTL TRANSLATOR SUNDSTROM RAY
- --------------------------------------------------------------------------------------------------------------------------------
SC06552C TTL OUTPUT DRIVER HAVING AN INCREASED HIGH OUTPUT LEVEL NEELY ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC06554P METHOD FOR FORMING SEMICONDUCTOR CONTACTS BY ELECTROLESS PLATING MORAN JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC06562C CONTROL CIRCUIT FOR RAPID GATE DISCHARGE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
3
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06586C CURRENT MIRROR HAVING LARGE CURRENT SCALING FACTOR ABDI, BEHROOZ L
- --------------------------------------------------------------------------------------------------------------------------------
SC06591C THERMAL PROTECTION METHOD FOR A POWER DEVICE DAVIES, ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06597C AN ECL TO TTL/CMOS TRANSLATOR USING A SINGLE POWER SUPPLY PETTY CLEON
- --------------------------------------------------------------------------------------------------------------------------------
SC06598C FULL WAVE RECTIFIER AVERAGING CIRCUIT SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06618P METHOD FOR MANUFACTURING SEMICONDUCTOR RECTIFIER MORAN JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC06660P METHOD FOR MAKING A SEMICONDUCTOR DIODE JACKSON KEVIN B
- --------------------------------------------------------------------------------------------------------------------------------
SC06691C VOLTAGE TRESHOLD GENERATOR FOR USE IN DIODE LOAD EMITTER COUPLED LOGIC HUEHNE KARL JACKSON
CIRCUITS
- --------------------------------------------------------------------------------------------------------------------------------
SC06698C CURRENT SOURCE REGULATOR MAIN WILLIAM ERIC
- --------------------------------------------------------------------------------------------------------------------------------
SC06701P SEMICONDUCTOR DEVICE HAVING INTERNAL CURRENT UNIT OVER-VOLTAGE PROTECTION MASQUELIER MICHAEL P
- --------------------------------------------------------------------------------------------------------------------------------
SC06704C ALPHA ENHANCEMENT OF A TRANSISTOR USING BASE CURRENT FEEDBACK TO WELTY DENNIS L
THE EMITTER
- --------------------------------------------------------------------------------------------------------------------------------
SC06712P HIGH REVERSE VOLTAGE IGT FAY GARY V
- --------------------------------------------------------------------------------------------------------------------------------
SC06716P METHOD AND APPARATUS FOR ADJUSTING PLATING SOLUTION FLOW CHARACTERISTICS AT SCHUSTER VIRGIL E
SUBSTRATE CATHODE PERIPHERY TO MINIMIZE EDGE
- --------------------------------------------------------------------------------------------------------------------------------
SC06717P HIGH VOLTAGE PLANAR EDGE TERMINATION USING A PUNCH-THROUGH RETARDING IMPLANT DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06734P FAST DAMPER DIODE AND METHOD ANDERSON SAMUEL J
- --------------------------------------------------------------------------------------------------------------------------------
SC06740P AVALANCHE STRESS PROTECTED SEMICONDUCTOR DEVICE HAVING VARIABLE INPUT ROBB STEPHEN P
IMPEDANCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06746P ZIG-ZAG V-MOS TRANSISTOR STRUCTURE HARRINGTON, ALAN L
- --------------------------------------------------------------------------------------------------------------------------------
SC06759C UNIVERSAL POWER SUPPLY MONITOR CIRCUIT ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC06768C THERMAL CLAMP FOR AN IGNITION COIL DRIVER BENNETT PAUL T
- --------------------------------------------------------------------------------------------------------------------------------
SC06771P INTEGRATED HIGH VOLTAGE TRANSISTORS HAVING MINIMUM TRANSISTOR CLARK LOWELL E
TO TRANSISTOR CROSSTALK
- --------------------------------------------------------------------------------------------------------------------------------
SC06775C AMPLIFIER OUTPUT STAGE SUSAK DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC06781C HIGH VOLTAGE BRIDGE INTERFACE FOR AC AND BRUSHLESS DC MOTOR CONTROL DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06793T IMPROVED RECTIFIER AND METHOD WASMER, WILLIAM DARWIN
- --------------------------------------------------------------------------------------------------------------------------------
SC06797C HIGH SPEED CMOS MULTIPLEXER HAVING REDUCED PROPAGATION DELAY FELDBAUMER DAVID D
- --------------------------------------------------------------------------------------------------------------------------------
SC06804C BANDGAP VOLTAGE REFERENCE USING A POWER SUPPLY INDEPENDENT BENNETT PAUL THOMAS
CURRENT SOURCE
- --------------------------------------------------------------------------------------------------------------------------------
SC06813C DIFFERENTIAL ECL BUS TRI-STATE DETECTION RECEIVER ESGAR DWIGHT D
- --------------------------------------------------------------------------------------------------------------------------------
SC06824C AN ECL TO CMOS LOGIC TRANSLATOR DIXON ROBERT
- --------------------------------------------------------------------------------------------------------------------------------
SC06829C HIGH SPEED ECL TO TTL TRANSLATOR HAVING A NON-SCHOTTKY CLAMP FOR PHAN M NGHIEM
THE OUTPUT STAGE TRANSISTOR
- --------------------------------------------------------------------------------------------------------------------------------
SC06832C A BALANCE SPURIOUS FREE OSCILLATOR HOWELL WILLIAM J
- --------------------------------------------------------------------------------------------------------------------------------
SC06846P FIELD PLATE AVALANCHE DIODE LESK ISRAEL ARNOLD
- --------------------------------------------------------------------------------------------------------------------------------
SC06849C ECL CIRCUIT WITH LOW VOLTAGE/FAST PULL-DOWN PHAN M NGHIEM
- --------------------------------------------------------------------------------------------------------------------------------
SC06874C PROGRAMMABLE DELAY CIRCUIT FOR DIGITAL INTEGRATED CIRCUITS SWAPP MAVIN C
- --------------------------------------------------------------------------------------------------------------------------------
SC06882C LOW POWER OUTPUT GATE JEFFREY, PHILIP ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC06886C AMPLIFIER HAVING TWO OPERATING MODES VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC06904P METHOD FOR PRODUCING SEMICONDUCTOR DEVICES HAVING BULK THEREIN CHIOU HERNG-DER
- --------------------------------------------------------------------------------------------------------------------------------
SC06923C SLOPE COMPENSATION CIRCUIT FOR STABILIZING CURRENT MODE CONVERTERS TISINGER, ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC06928C LOW VOLTAGE CIRCUIT TO CONTROL HIGH VOLTAGE TRANSISTOR BERRINGER KENNETH A
- --------------------------------------------------------------------------------------------------------------------------------
SC06956C FAULT DETECTION CIRCUIT HOLLSTEIN, ROGER L.
- --------------------------------------------------------------------------------------------------------------------------------
SC06966C A CURRENT THRESHOLD DETECTOR CIRCUIT PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC06971C BICMOS TTL OUTPUT DRIVER WANG MICHAEL D
- --------------------------------------------------------------------------------------------------------------------------------
SC06980P METHOD OF MAKING ENHANCED INSULATE GATE BIPOLAR TRANSISTOR TERRY LEWIS E
- --------------------------------------------------------------------------------------------------------------------------------
SC06998P SEMICONDUCTOR DEVICE AND METHOD SCHOENBERG MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC07103C ECL TO CMOS TRANSLATION AND LATCH LOGIC CIRCUIT HSUEH PAUL W
- --------------------------------------------------------------------------------------------------------------------------------
SC07120C SOURCE TERMINATED TRANSMISSION LINE DRIVER SEELBACH, WALTER C
- --------------------------------------------------------------------------------------------------------------------------------
SC07131C LOW NOISE MOTOR DRIVE CIRCUIT SCHULTZ WARREN J
- --------------------------------------------------------------------------------------------------------------------------------
SC07155P INSULATED GATE SEMICONDUCTOR DEVICE WITH REDUCED BASE-TO-SOURCE CLARK LOWELL E
ELECTRODE SHORT
- --------------------------------------------------------------------------------------------------------------------------------
SC07226P VERTICAL CURRENT FLOW SEMICONDUCTOR DEVICE UTILIZING WAFER BONDING RUTTER ROBERT E
- --------------------------------------------------------------------------------------------------------------------------------
SC07343P CONDUCTIVITY MODULATED INSULATED GATE SEMICONDUCTOR DEVICE CLARK LOWELL E
- --------------------------------------------------------------------------------------------------------------------------------
SC07353C START CIRCUIT FOR A POWER SUPPLY CONTROL INTEGRATED CIRCUIT PACE WILSON DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC07369P VERTICAL FIELD EFFECT TRANSISTOR WITH IMPROVED CONTROL OF LOW DAVIES ROBERT B
RESISTIVITY REGION GEOMETRY
- --------------------------------------------------------------------------------------------------------------------------------
SC07386C RAIL-TO-RAIL OUTPUT STAGE OF AN OPERATIONAL AMPLIFIER VYNE, ROBERT LEONARD
- --------------------------------------------------------------------------------------------------------------------------------
SC07387C RAIL-TO-RAIL OUTPUT STAGE OF AN OPERATIONAL AMPLIFIER KODA, RIKKI
- --------------------------------------------------------------------------------------------------------------------------------
SC07390C TURN OFF DELAY REDUCTION CIRCUIT AND METHOD PACE DAVID W
- --------------------------------------------------------------------------------------------------------------------------------
SC07417C H-BRIDGE FLYBACK RECIRCULATOR PIGOTT, JOHN M
- --------------------------------------------------------------------------------------------------------------------------------
SC07471P METHOD FOR MAKING A SCHOTTKY DIODE THAT IS COMPATIBLE WITH HIGH SUNDARAM LALGUDI M G
PERFORMANCE TRANSISTOR STRUCTURES
- --------------------------------------------------------------------------------------------------------------------------------
SC07479C SHORT-CIRCUIT PROOF FIELD EFFECT TRANSISTOR ROBB STEPHEN P
- --------------------------------------------------------------------------------------------------------------------------------
SC07481P FABRICATING DUAL GATE THIN FILM TRANSISTORS ROBB FRANCINE Y
- --------------------------------------------------------------------------------------------------------------------------------
SC07493P EDGE TERMINATION STRUCTURE PHIPPS JOHN P
- --------------------------------------------------------------------------------------------------------------------------------
SC07550C CURRENT DRIVER CONTROL CIRCUIT FOR A POWER DEVICE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC07554P HIGH POWER SEMICONDUCTOR DEVICE WITH INTEGRAL ON-STATE VOLTAGE CLARK LOWELL E
DETECTION STRUCTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC07558C SWITCHABLE ACTIVE BUS TERMINATION CIRCUIT FELDBAUMER DAVID W
- --------------------------------------------------------------------------------------------------------------------------------
SC07581C SEMICONDUCTOR DEVICE HAVING A LARGE SENSE VOLTAGE DAVIES ROBERT BRUCE
- --------------------------------------------------------------------------------------------------------------------------------
SC07598P PN JUNCTION SURGE SUPPRESSOR STRUCTURE WITH MOAT SCHOENBERG MARK A
- --------------------------------------------------------------------------------------------------------------------------------
SC07675C LOAD CONTROL CIRCUIT INCLUDING AUTOMATIC AC/DC DISCERNMENT SU, STEPHEN
- --------------------------------------------------------------------------------------------------------------------------------
SC07789C MILLER LOOP COMPENSATION NETWORK WITH MOORE, BRADLEY T
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
CAPACITANCE DRIVE
- --------------------------------------------------------------------------------------------------------------------------------
SC07816C OUTPUT DRIVER STAGE WITH TWO TIER CURRENT LIMIT PROTECTION TISINGER ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC07875T INSULATED SEMICONDUCTOR PACKAGE LETTERMAN JAMES P JR
- --------------------------------------------------------------------------------------------------------------------------------
SC07918C BIDIRECTIONAL TWO-TERMINAL THYRISTOR CLARK LOWELL EUGENE
- --------------------------------------------------------------------------------------------------------------------------------
SC07971P HIGH VOLTAGE TRANSISTOR HAVING REDUCED ON-RESISTANCE OKADA, DAVID N.
- --------------------------------------------------------------------------------------------------------------------------------
SC08006C QUICK-START AND OVERVOLTAGE PROTECTION FOR A SWITCHING REGULATOR BARROW, STEVEN M
CIRCUIT
- --------------------------------------------------------------------------------------------------------------------------------
SC08118C FLIP FLOP CIRCUIT AND METHOD THEREFOR KHOSRAVI KORY
- --------------------------------------------------------------------------------------------------------------------------------
SC08182P HIGH VOLTAGE SEMICONDUCTOR STRUCTURE AND METHOD TU SHANG-HUI LARRY
- --------------------------------------------------------------------------------------------------------------------------------
SC08223P METHOD FOR DOPING A SEMICONDUCTOR WAFER CHOU HERNG-DER
HAVING A DIFFUSION ENHANCEMENT REGION
- --------------------------------------------------------------------------------------------------------------------------------
SC08227C NEGATIVE SLEW RATE ENHANCEMENT CIRCUIT FOR AN OPERATIONAL AMPLIFIER STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC08231C HIGH IMPEDANCE OUTPUT DRIVER STAGE AND METHOD THEREFOR PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC08256C OPERATIONAL AMPLIFIER WITH ALL NPN TRANSISTOR OUTPUT STAGE STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC08300T PLASTIC ENCAPSULATED MICROELECTRONIC DEVICE AND METHOD ANDERSON SAMUEL JAMES
- --------------------------------------------------------------------------------------------------------------------------------
SC08346C MULTI-LEAD PROTECTED POWER DEVICE HAVING CURRENT AND BOOT-STRAP DAVIES, ROBERT BRUCE
INPUTS
- --------------------------------------------------------------------------------------------------------------------------------
SC08351C THREE LEADED PROTECTED POWER DEVICE HAVING VOLTAGE INPUT MIETUS DAVID FRANCIS
- --------------------------------------------------------------------------------------------------------------------------------
SC08358C PULSED BATTERY CHARGER CIRCUIT HALL, JEFFERSON W
- --------------------------------------------------------------------------------------------------------------------------------
SC08361P METHOD OF FORMING AN INSULATED GATE SEMICONDUCTOR DEVICE AND ANDERSON SAMUEL JAMES
DEVICE FORMED
- --------------------------------------------------------------------------------------------------------------------------------
SC08385C CIRCUIT FOR CONTROLLING CURRENT FLOW BETWEEN TWO NODES PERKINS, GEOFFREY W
- --------------------------------------------------------------------------------------------------------------------------------
SC08426C NON-SATURATING BIPOLAR TRANSISTOR CIRCUIT ESGAR DWIGHT D
- --------------------------------------------------------------------------------------------------------------------------------
SC08428P PROCESS FOR MAKING A POWER MOSFET DEVICE AND STRUCTURE TAM GORDON
- --------------------------------------------------------------------------------------------------------------------------------
SC08466C TWO STAGE DRIVE CIRCUIT FOR A FET DIXON ROBERT
- --------------------------------------------------------------------------------------------------------------------------------
SC08515T CIRCUIT AND METHOD OF PREVIEWING ANALOG TRIMMING STOLFA DAVID L
- --------------------------------------------------------------------------------------------------------------------------------
SC08531C FULL DIFFERENTIAL DATA QUALIFICATION CIRCUIT FOR SENSING A LOGIC STATE KAYLOR SCOTT ALAN
- --------------------------------------------------------------------------------------------------------------------------------
SC08549P TRANSISTOR WITH COMMON BASE REGION ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC08557P METHOD AND DEVICE FOR SENSING SURFACE TEMPERATURE OF AN INSULATED GATE DAVIES ROBERT BRUCE
SEMICONDUCTOR DEVICE
- --------------------------------------------------------------------------------------------------------------------------------
SC08573C PULSE WIDTH MODULATOR HAVING A DUTY CYCLE PROPORTIONAL TO THE BAUM JEFFREY
AMPLITUDE OF AN INPUT SIGNAL FROM A DIFFERENTIAL TRANSDUCER
AMPLIFIER
- --------------------------------------------------------------------------------------------------------------------------------
SC08622C OFF-LINE BOOTSTRAP STARTUP CIRCUIT TISINGER ERIC W
- --------------------------------------------------------------------------------------------------------------------------------
SC08624C CIRCUIT AND METHOD FOR PROVIDING PHASE SYNCHRONIZATION OF ECL HANKE C CHRISTOPHER
AND TTL/CMOS SIGNALS
- --------------------------------------------------------------------------------------------------------------------------------
SC08692C BATTERY CHARGER STATUS MONITOR CIRCUIT AND YEE RENWIN JOURN
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
METHOD THEREFOR
- --------------------------------------------------------------------------------------------------------------------------------
SC08696C VOLTAGE REGULATOR AND METHOD THEREFOR STOCKSTAD, TROY L.
- --------------------------------------------------------------------------------------------------------------------------------
SC08708T ELECTRONIC SURFACE MOUNT DEVICE AND METHOD FOR MAKING MAYS LONNE LEE
- --------------------------------------------------------------------------------------------------------------------------------
SC08715C CIRCUIT AND METHOD FOR TRANSLATING AN ECL SIGNAL TO A TTL SIGNAL PHAM PHUC C
- --------------------------------------------------------------------------------------------------------------------------------
SC08730P SEMICONDUCTOR STRUCTURE WITH FIELD-LIMITING RINGS AND METHOD GROENIG PAUL JON
FOR MAKING
- --------------------------------------------------------------------------------------------------------------------------------
SC08737S FLYBACK POWER SUPPLY HAVING A VCO CONTROLLED SWITCHING RATE BROWN MARTIN JAY
- --------------------------------------------------------------------------------------------------------------------------------
SC08739C POWER TRANSISTOR RAPID TURN OFF CIRCUIT FOR SAVING POWER ROBB STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC08746P VERTICAL IGFET CONFIGURATION HAVING LOW ON-RESISTANCE AND METHOD KNOCH, LYNNITA K
- --------------------------------------------------------------------------------------------------------------------------------
SC08757P HIGH VOLTAGE PLANAR EDGE TERMINATION STRUCTURE AND METHOD OF ROBB STEPHEN PAUL
MAKING SAME
- --------------------------------------------------------------------------------------------------------------------------------
SC08759C CIRCUIT AND METHOD FOR ADJUSTING A PULSE WIDTH OF A SIGNAL SUNDSTROM RAY D
- --------------------------------------------------------------------------------------------------------------------------------
SC08763C SERIAL DATA CLOCK RECOVERY CIRCUIT USING DUAL OSCILLATOR CIRCUIT FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08825C CIRCUIT AND METHOD OF INDICATING DATA HOLD-TIME FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08830C CIRCUIT AND METHOD OF TIMING DATA TRANSFERS FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC08832P METHOD OF MAKING SURGE SUPPRESSOR SWITCHING DEVICE SAUCEDO FLORES, EMMANUEL
- --------------------------------------------------------------------------------------------------------------------------------
SC08862C CIRCUIT LIMIT SENSE CIRCUIT AND METHOD FOR CONTROLLING A TRANSISTOR BENNETT, PAUL THOMAS
- --------------------------------------------------------------------------------------------------------------------------------
SC08882C COMPARATOR CIRCUIT MAHABADI JOHN KOUROS
- --------------------------------------------------------------------------------------------------------------------------------
SC08961C LOW POWER FLIP-FLOP CIRCUIT AND METHOD THEREFOR REYES ALBERTO
- --------------------------------------------------------------------------------------------------------------------------------
SC08987P ELECTROSTATIC DISCHARGE PROTECTION DEVICE AND METHOD OF FORMING HEIM BARRY B
- --------------------------------------------------------------------------------------------------------------------------------
SC08994C INPUT STAGE FOR CMOS OPERATIONAL AMPLIFIER AND METHOD THEREOF ANDERSON DAVID J
- --------------------------------------------------------------------------------------------------------------------------------
SC08996C POWER FACTOR CONTROL CIRCUIT HAVING A BOOST CURRENT FOR INCREASING HALL, JEFFERSON W
A SPEED OF A VOLTAGE CONTROL LOOP AND METHOD THEREOF
- --------------------------------------------------------------------------------------------------------------------------------
SC08997C CIRCUIT AND METHOD OF MONITORING BATTERY CELLS YEE RENWIN JOURN
- --------------------------------------------------------------------------------------------------------------------------------
SC09006C AMPLIFIER CIRCUIT WITH CHARGE PUMP SUPPLYING A DIFFERENTIAL PETTY, THOMAS DAVID
TRANSISTOR PAIR
- --------------------------------------------------------------------------------------------------------------------------------
SC09030P VERTICAL MOSFET DEVICE HAVING FRONTSIDE AND BACKSIDE CONTACTS VASQUEZ, BARBARA
- --------------------------------------------------------------------------------------------------------------------------------
SC09063T SEMICONDUCTOR DEVICE WITH FLAME SPRAYED HEAT SPREADING LAYER RALEIGH CARL J
AND METHOD
- --------------------------------------------------------------------------------------------------------------------------------
SC09078C CIRCUIT AND METHOD FOR BATTERY CHARGE CONTROL STOCKSTAD TROY L
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09101P METHOD OF FORMING AN ALLOYED DRAIN FIELD EFFECT TRANSISTOR AND ROBB FRANCINE Y
DEVICE FORMED
- --------------------------------------------------------------------------------------------------------------------------------
SC09117C AMPLIFIER HAVING AN OUTPUT STAGE WITH BIAS CURRENT CANCELLATION PETTY, THOMAS DAVID
- --------------------------------------------------------------------------------------------------------------------------------
SC09129P LATCH RESISTANT INSULATED GATE SEMICONDUCTOR FRAGALE, WILLIAM LEE
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
7
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
DEVICE
- --------------------------------------------------------------------------------------------------------------------------------
SC09146T SEMICONDUCTOR LEADFRAME STRUCTURE COMPATIBLE WITH DIFFERING BOND WIRE BAILEY, KEITH WOODVEL
MATERIALS
- --------------------------------------------------------------------------------------------------------------------------------
SC09171P SEMICONDUCTOR DEVICE HAVING HIGH VOLTAGE PROTECTION CAPABILITY SHEN ZHENG
- --------------------------------------------------------------------------------------------------------------------------------
SC09313C PEAK VOLTAGE AND PEAK SLOPE DETECTOR FOR A BATTERY CHARGER CIRCUIT SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC09331P EDGE TERMINATION STRUCTURE HADIZAD PEYMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC09338C OUTPUT CIRCUIT AND METHOD FOR SUPPRESSING SWITCHING NOISE THEREIN HU, TZU-HUI (PAUL)
- --------------------------------------------------------------------------------------------------------------------------------
SC09366C PROTECTION ELEMENT AND METHOD FOR PROTECTING A CIRCUIT MITTER, C S
- --------------------------------------------------------------------------------------------------------------------------------
SC09369C REFERENCE VOLTAGE CIRCUIT HAVING A SUBSTANTIALLY ZERO MIETUS, DAVID FRANCIS
TEMPERATURE COEFFICIENT
- --------------------------------------------------------------------------------------------------------------------------------
SC09373T LOW COST FULLY ISOLATED SEMICONDUCTOR DEVICE LETTERMAN JR, JAMES P
- --------------------------------------------------------------------------------------------------------------------------------
SC09418C OVERCURRENT DETECTION CIRCUIT FOR A POWER MOSFET AND METHOD THEREFOR PETTY, THOMAS D
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09469P HIGH VOLTAGE CURRENT LIMITER AND METHOD FOR MAKING HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09499C METHOD FOR BALANCING POWER SOURCES AND STRUCTURE THEREFOR STOCKSTAD, TROY L
- --------------------------------------------------------------------------------------------------------------------------------
SC09500P METHOD OF ETCHING A SEMICONDUCTOR SUBSTRATE CRIPE, JERRY D
- --------------------------------------------------------------------------------------------------------------------------------
SC09541T SEMICONDUCTOR DIODE DEVICE AND METHOD OF MANUFACTURE MAYS, LONNE LEE
- --------------------------------------------------------------------------------------------------------------------------------
SC09546C HIGH-SIDE CURRENT SENSE AMPLIFIER SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
SC09557C ZERO CROSSING TRIAC AND METHOD HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09565P METHOD OF MANUFACTURING A SEMICONDUCTOR DEVICE AND TERMINATION TSOI, HAK YAM
STRUCTURE
- --------------------------------------------------------------------------------------------------------------------------------
SC09586T ELECTRONIC PACKAGE AND METHOD ELLIOTT, ALEX J
- --------------------------------------------------------------------------------------------------------------------------------
SC09589P METHOD OF PASSIVATING A SEMICONDUCTOR SUBSTRATE LE, HIEP M
- --------------------------------------------------------------------------------------------------------------------------------
SC09607P METHOD OF ETCHING ADJACENT LAYERS MORAN, JOHN D
- --------------------------------------------------------------------------------------------------------------------------------
SC09623C LOW VOLTAGE OPERATIONAL AMPLIFIER BIAS CIRCUIT AND METHOD GRIFFITH, RICHARD
- --------------------------------------------------------------------------------------------------------------------------------
SC09624C LOW VOLTAGE OPERATIONAL AMPLIFIER INPUT STAGE AND METHOD DOTSON, ROBERT N
- --------------------------------------------------------------------------------------------------------------------------------
SC09646T METHOD OF MANUFACTURING SEMICONDUCTOR COMPONENTS LETTERMAN, JR. JAMES P
- --------------------------------------------------------------------------------------------------------------------------------
SC09647C VOLTAGE AND CURRENT REFERENCE CIRCUIT WITH A LOW TEMPERATURE HALL, JEFFERSON W
COEFFICIENT
- --------------------------------------------------------------------------------------------------------------------------------
SC09669P INDUCTIVE DRIVER CIRCUIT AND METHOD THEREFOR HEMINGER, DAVID M
- --------------------------------------------------------------------------------------------------------------------------------
SC09707C INTEGRATED CIRCUIT AND METHOD FOR GENERATING A TRANSIMPEDANCE MAIN, WILLIAM ERIC
FUNCTION
- --------------------------------------------------------------------------------------------------------------------------------
SC09720C LOW VOLTAGE OPERATIONAL AMPLIFIER AND METHOD DOTSON, ROBERT N
- --------------------------------------------------------------------------------------------------------------------------------
SC09723T SEMICONDUCTOR ENCAPSULATION METHOD MUKERJI, PROSANTO K
- --------------------------------------------------------------------------------------------------------------------------------
SC09745P SEMICONDUCTOR DEVICE AND METHOD OF MANUFACTURE ROBB, FRANCINE Y
- --------------------------------------------------------------------------------------------------------------------------------
SC09758C METHOD AND CIRCUIT FOR CURRENT REGULATION DUREC, JEFFREY C.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
8
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09864C METHOD FOR SYNCHRONIZING SIGNALS AND STRUCTURES THEREFOR FORD, DAVID K
- --------------------------------------------------------------------------------------------------------------------------------
SC09889C METHOD AND CIRCUIT FOR REDUCING OFFSET VOLTAGES FOR A DIFFERENTIAL PETTY, THOMAS DAVID
INPUT STAGE
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC09953C ADAPTIVE ENCODER CIRCUIT FOR MULTIPLE DATA CHANNELS AND METHOD SCHWARTZ, DANIEL B
OF ENCODING
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
***************
- --------------------------------------------------------------------------------------------------------------------------------
SC10001C MONOLITHIC CLAMPING CIRCUIT AND METHOD OF PREVENTING TRANSISTOR SHEN, ZHENG
AVALANCHE BREAKDOWN
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10064C BATTERY PROTECTION SYSTEM AND PROCESS FOR CHARGING A BATTERY ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC10084P CLAMP DISPOSED AT EDGE OF A DIELECTRIC STRUCTURE IN A SEMICONDUCTOR HADIZAD, PEYMAN
DEVICE AND METHOD OF FORMING SAME
- --------------------------------------------------------------------------------------------------------------------------------
SC10091C METHOD AND CIRCUIT FOR CURRENT LIMITING OF DC-DC REGULATORS LAI, NELSON
- --------------------------------------------------------------------------------------------------------------------------------
SC10098C POWER CONVERSION INTEGRATED CIRCUIT AND METHOD FOR PROGRAMMING HALL, JEFFERSON W
- --------------------------------------------------------------------------------------------------------------------------------
SC10110C BANDGAP REFERENCE CIRCUIT AND METHOD SOMERVILLE, THOMAS A
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10238C OVERVOLTAGE PROTECTION DEVICE AND METHOD IDA, RICHARD T.
- --------------------------------------------------------------------------------------------------------------------------------
SC10356T METHOD FOR PACKAGING A SEMICONDUCTOR DEVICE DARBHA, SURY NARAYANA
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC10368P POWER SEMICONDUCTOR DEVICE AND METHOD ROBB, STEPHEN PAUL
- --------------------------------------------------------------------------------------------------------------------------------
SC10405P POWER SWITCHING TRENCH MOSFET HAVING ALIGNED SOURCE REGIONS AND MATTHEW, LEO
METHOD OF MAKING
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
************************ ***************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
9
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
*********
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
********************************************************************************************************************************
- --------------------------------------------------------------------------------------------------------------------------------
SC75745B INTEGRATED VOLTAGE SUPPLY ALASPA, ALAN A.
- --------------------------------------------------------------------------------------------------------------------------------
SC78192 MONOLITHIC SEMICONDUCTOR TRIGGER ALONAS, PAUL GEORGE
- --------------------------------------------------------------------------------------------------------------------------------
SC78192A METHOD FOR MAKING A LIGHT-ACTIVATED LINE-OPERABLE
ZERO-CROSSING SWITCH INCLUDING TWO LATERAL
TRANSISTORS
- --------------------------------------------------------------------------------------------------------------------------------
SC79769 START-UP CIRCUIT ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC79770 SWITCHING POWER SUPPLY ALBERKRACK, JADE HENRY
- --------------------------------------------------------------------------------------------------------------------------------
SC80071 LINEAR FULL WAVE RECTIFIER CIRCUIT LUNN GERALD KEITH
- --------------------------------------------------------------------------------------------------------------------------------
SC80919 VOLTAGE BOOSTER CIRCUIT CATER ERNEST A
- --------------------------------------------------------------------------------------------------------------------------------
SC80946 CURRENT LIMITING CIRCUIT BROWN, LELAND THOMAS
- --------------------------------------------------------------------------------------------------------------------------------
SC81117 DRIVER CIRCUIT FOR USE WITH INDUCTIVE LOADS OR THE LIKE LOCASCIO JAMES J
- --------------------------------------------------------------------------------------------------------------------------------
SC81120 BUTTON RECTIFIER PACKAGE FOR NON-PLANAR DIE ADDIE DAVID LESLIE
- --------------------------------------------------------------------------------------------------------------------------------
SC81169 CURRENT OUTPUT OSCILLATOR BYNUM BYRON G
- --------------------------------------------------------------------------------------------------------------------------------
SC81187T HIGH CURRENT PACKAGE WITH MULTI-LEVEL LEADS DUBOIS JERRY MARK
- --------------------------------------------------------------------------------------------------------------------------------
SC1050T LETTERMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10509T LETTERMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10601P ROBB
- --------------------------------------------------------------------------------------------------------------------------------
SC10642P MATHEW
- --------------------------------------------------------------------------------------------------------------------------------
SC10673P SHUMATE
- --------------------------------------------------------------------------------------------------------------------------------
Sc10695C JEFFERY
- --------------------------------------------------------------------------------------------------------------------------------
SC10700C BALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10716T MUKERJI
- --------------------------------------------------------------------------------------------------------------------------------
SC10717T NORTON
- --------------------------------------------------------------------------------------------------------------------------------
SC10718T NORTON
- --------------------------------------------------------------------------------------------------------------------------------
SC10719P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10729C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10730C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10740T POPE
- --------------------------------------------------------------------------------------------------------------------------------
SC10762C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10762T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10763P PEARSE
- --------------------------------------------------------------------------------------------------------------------------------
SC10768C VYNE
- --------------------------------------------------------------------------------------------------------------------------------
SC10769C PETTY
- --------------------------------------------------------------------------------------------------------------------------------
SC10770T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10774T NOLAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10783C HALL
- --------------------------------------------------------------------------------------------------------------------------------
SC10789T INMON
- --------------------------------------------------------------------------------------------------------------------------------
SC10790P ROBB
- --------------------------------------------------------------------------------------------------------------------------------
SC10808C THOMSON
- --------------------------------------------------------------------------------------------------------------------------------
SC10810P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10821P HOSSAIN
- --------------------------------------------------------------------------------------------------------------------------------
SC10822P SUNDARAM
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Confidential Information omitted and filed separately with the Securities
and Exchange Commission
10
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SC10823P SUNDARAM
- --------------------------------------------------------------------------------------------------------------------------------
SC10824P CHANG
- --------------------------------------------------------------------------------------------------------------------------------
SC10826P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10827P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10828P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10829P SALIH
- --------------------------------------------------------------------------------------------------------------------------------
SC10830P VENKATRAMAN
- --------------------------------------------------------------------------------------------------------------------------------
SC10839P HAKKAL
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Confidential Information omitted and filed separately with the Securities
and Exchange Commission
11
<PAGE>
EXHIBIT 1.5
ASSIGNED TRADEMARKS
- --------------------------------------------------------------------------------
TRADEMARK COUNTRIES STATUS
- --------------------------------------------------------------------------------
ALExIS USA Common Law
Bullet-Proof USA Common Law
JAPA Registered
CHIPSCRETES USA Common Law
Designer's USA Common Law
DUOWATT USA Common Law
E-FET USA Common Law
EASY SWITCHER USA Common Law
ECL300 USA Common Law
ECLinPS USA Common Law
ECLinPS/ELITE USA Common Law
EpiBase USA Common Law
JAPA Registered
Epicap USA Common Law
ESD...SURGE PROTECTION USA Common Law
EZFET USA Common Law
FULLPAK USA Common Law
GEMFET USA Common Law
JAPA Registered
HDTMOS USA Registered
<PAGE>
JAPA Registered
HVTMOS JAPA Registered
ICePAK USA Common Law
JAPA Registered
L2TMOS USA Common Law
MCCS USA Common Law
MDTL USA Common Law
MECL USA Common Law
MEGAHERTZ USA Common Law
MHTL USA Common Law
MiniMOS USA Common Law
MiniMOSORB USA Common Law
Mosorb USA Common Law
MRTL USA Common Law
MTTL USA Common Law
Multi-Pak USA Common Law
PowerBase USA Common Law
PowerLux USA Abandoned 1998
POWERTAP USA Common Law
Quake USA Common Law
Rail-To-Rail USA Abandoned
SCANSWITCH USA Common Law
<PAGE>
JAPA Registered
SENSEFET USA Common Law
JAPA Registered
SLEEPMODE USA Common Law
SMALLBLOCK USA Common Law
JAPA Registered
SMARTDISCRETES USA Common Law
SMARTswitch USA Common Law
SUPERBRIDGES USA Common Law
SuperLock USA Common Law
Surmetic USA Common Law
FRAN Registered
JAPA Registered
SWITCHMODE USA Common Law
JAPA Registered
Thermopad USA Common Law
Thermowatt USA Common Law
TMOS USA Registered
BENE Registered
FINL Registered
FRAN Registered
GBRI Registered
<PAGE>
GERW Registered
ITAL Registered
JAPA Registered
NORW Registered
TMOS & Design Device USA Registered
ITAL Registered
TMOS Stylized BENE Registered
FINL Registered
FRAN Registered
GBRI Registered
GERW Registered
NORW Registered
Unibloc USA Common Law
UNIT/pak USA Common Law
Uniwatt USA Common Law
JAPA Registered
WaveFET USA Common Law
JAPA Registered
Z-Switch USA Common Law
ZIP R TRIM USA Common Law
<PAGE>
EXHIBIT 1.27
RESTRICTED PROCESS MODULES
[1 page redacted]
[Confidential Information omitted and filed separately with the Securities
and Exchange Commission.]
<PAGE>
EXHIBIT 8.2
THIRD PARTY TITLE OF AGREEMENT OR ITEM EFFECTIVE DATE
- --------------------------------------------------------------------------------
Microsemi Motorola--Microsemi Technology 26 February 1996
Agreement
Stanford University Nonexclusive Patent Agreement 9 May 1997
Vitelic (H.K.) Technology Transfer and Contract 29 May 1996
Limited Products Supply Agreement
Newport Technology Transfer and Foundry Pending
Services Agreement
Arizona State Sponsored Research Agreement on 6 May 1998
University Leading Indicators for Motorola
Product Lines
Raychem Joint Development Agreement 30 April 1997
Philips Letter dated 7 September 1993
Lansdale Manufacturing Services Pending
<PAGE>
EXHIBIT 10.7
EMPLOYEE MATTERS AGREEMENT
BY AND AMONG
MOTOROLA, INC.,
SCG HOLDING CORPORATION
AND
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
DATED
AS OF MAY 11, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
1.1 Previously Defined Terms.....................................1
1.2 Terms Defined in the Reorganization or Recapitalization
Agreement....................................................1
1.3 General Definitions..........................................1
1.4 Amendment of Schedules.......................................3
1.5 Interpretation...............................................4
ARTICLE II
GENERAL PROVISIONS
2.1 Transfer of Transferred Employees............................4
2.2 Transfer of Contractors and Consultants......................4
2.3 Novation of Contracts........................................4
2.4 Maintenance of Employment Terms and Conditions...............4
2.5 Employment Records...........................................6
2.6 Transfer of Inactive SCG Employees...........................6
2.7 No Third Party Beneficiaries.................................6
2.8 PSIP Profit Sharing Contribution for 1999....................7
ARTICLE III
ADDITIONAL EMPLOYMENT MATTERS
3.1 Employment Taxes.............................................7
ARTICLE IV
ADDITIONAL EMPLOYEE BENEFIT MATTERS
4.1 US Retirement Plans..........................................7
4.2 Foreign Retirement Plans.....................................8
4.3 Compliance with Law; Mutual Cooperation.....................10
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1 Labor Matters...............................................10
5.2 Representations and Warranties for Employee Benefit Plans...11
ARTICLE VI
INDEMNIFICATIONS
6.1 Survival Periods............................................12
-i-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
PAGE
6.2 Indemnification By Motorola.................................12
6.3 Indemnification by the Company and SCILLC...................13
ARTICLE VII
CONDITIONS PRECEDENT
7.1 Conditions Precedent to Transfers of Employees and
Benefit Assets..............................................14
ARTICLE VIII
MISCELLANEOUS
8.1 Further Actions.............................................15
8.2 Notices.....................................................15
8.3 Expenses....................................................15
8.4 Entire Agreement............................................15
8.5 Assignment; Binding Effect; Severability....................15
8.6 Governing Law...............................................15
8.7 Execution in Counterparts...................................15
8.8 Headings....................................................15
8.9 Amendment and Waiver........................................16
8.10 U.S. Currency...............................................16
-ii-
<PAGE>
EMPLOYEE MATTERS AGREEMENT
This EMPLOYEE MATTERS AGREEMENT dated as of May 11, 1999 ("AGREEMENT")
by and among Motorola, Inc., a Delaware corporation ("PARENT" or "MOTOROLA"),
SCG Holding Corporation, a Delaware corporation and a wholly owned subsidiary of
Motorola (the "COMPANY"), and Semiconductor Components Industries, LLC, a
Delaware limited liability company ("SCI LLC"), the sole member of which is the
Company.
RECITALS
A. Motorola engages through its Semiconductor Components Group
("SCG") in the development, manufacture and sale of discrete and integrated
circuit semiconductor products and related products.
B. Concurrently herewith, Motorola, the Company, and SCI LLC are
entering into that certain Reorganization Agreement (as such Agreement may
hereafter be amended from time to time, the "REORGANIZATION AGREEMENT"), under
which the SCG operations will be reorganized under SCI LLC upon consummation of
the transactions contemplated thereunder.
C. Concurrently herewith, Motorola, the Company and certain other
parties are entering into that certain Agreement and Plan of Recapitalization
and Share Purchase (the "RECAPITALIZATION AGREEMENT").
D. It is contemplated under the Reorganization Agreement that
Motorola, the Company, and SCI LLC enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions, representations, warranties and agreements hereinafter
set forth, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 PREVIOUSLY DEFINED TERMS. Each term defined in the first
paragraph and Recitals shall have the meaning set forth above whenever used
herein, unless otherwise expressly provided herein or unless the context hereof
clearly requires otherwise.
1.2 TERMS DEFINED IN THE REORGANIZATION OR RECAPITALIZATION
AGREEMENT. Each term defined in the Reorganization or Recapitalization Agreement
shall have the same meaning wherever used herein, unless otherwise expressly
provided herein or unless the context hereof clearly requires otherwise.
1.3 GENERAL DEFINITIONS. In addition to the terms defined in the
first paragraph and Recitals and those defined in the Reorganization Agreement,
whenever used herein, the following terms shall have the meanings set forth
below unless otherwise expressly provided or unless the context clearly requires
otherwise:
"EMPLOYEE BENEFIT PLAN" means any plan, fund, or program which (a)
provides medical, surgical, hospital or dental care or benefits, or
benefits in the event of sickness, accidental, disability, or death
benefits, apprenticeship
1
<PAGE>
or other training programs, or day care centers, scholarship funds, or
prepaid legal services, or (b) provides retirement income to employees
or results in a deferral of income by employees for periods extending
to the termination of covered employment or beyond, but excluding any
plan, fund or program which provides severance, unemployment or
vacation benefits.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations thereunder.
"FOREIGN RETIREMENT PLAN TRANSFER AGREEMENT" means a written agreement
between the parties relating t the transfer of assets and liabilities
from a Retirement Plan maintained by an Existing SCG Entity outside of
the United States to a successor Retirement Plan maintained by an SCG
Party for the benefit of Transferred Employees. Each Foreign Retirement
Plan Transfer Agreement shall (a) comply with the requirements of
applicable law in the jurisdiction in which the subject Retirement Plan
is located, and (b) provide for a transfer of assets and liabilities in
accordance with Section 4.2(a), in the case of an agreement relating to
a defined benefit Retirement Plan, or Section 4.2(b), in the case of an
agreement relating to a defined contribution Retirement Plan.
"EXPATRIATE EMPLOYEES" means (a) those employees hired in one country
by an Existing SCG Entity and (b) who have been designated as
expatriates and assigned or sent to work in another country on a
temporary basis.
"INACTIVE SCG EMPLOYEES" means SCG Employees who, immediately prior to
the Closing Date, are absent from work due to an authorized leave of
absence or due to long term disability, or short term disability,
including, without limitation, those employees identified on SCHEDULE
1.3A.
"RETAINED EMPLOYEE BENEFIT PLAN LIABILITIES" means liabilities under an
Employee Benefit Plan maintained by Motorola or any other Existing SCG
Entity prior to the Closing Date other than (i) liabilities for
benefits of the Transferred Employees accrued as of the Closing Date
under any Retirement Plan for which there is a transfer of assets and
liabilities in accordance with Article IV of the Employee Matters
Agreement, or (ii) those Employee Benefits Plans maintained by Motorola
Philippines, Motorola Semiconductor Sdn, Bhd and Slovakia Electronics
Industries s.a. for Transferred Employees and those Employee Benefits
Plan maintained by the SMP joint venture in Malaysia, the Leshan joint
venture in China, the Czech Republic joint ventures.
"RETIREMENT PLAN" means an Employee Benefit Plan that provides
retirement income to employees or results in a deferral of income by
employees for periods extending to the termination of covered
employment or beyond.
"SCG EMPLOYEES" means all employees of the Existing SCG Parties who,
immediately prior to the Closing Date, work primarily in the operation
of the Business, EXCEPT, HOWEVER, Expatriate Employees.
2
<PAGE>
"TRANSFERRED CONTRACTORS" means consultants and independent
contractors, whose services as of the Closing Date are provided
primarily to the Business in support of its day-to-day operations,
including without limitation, those whose Contracts are listed in the
Disclosure Letter.
"TRANSFERRED EMPLOYEES" means Transferred SCG Employees, Transferred
Shared Services Employees, and Transferred Expatriate Employees.
"TRANSFERRED EXPATRIATE EMPLOYEES" means those Expatriate Employees
identified on SCHEDULE 1.3B.
"TRANSFERRED SCG EMPLOYEES" means all SCG Employees including, without
limitation, those employees identified on SCHEDULE 1.3C, EXCEPT,
HOWEVER, Inactive SCG Employees.
"TRANSFERRED SHARED SERVICES EMPLOYEES" means those employees
identified on SCHEDULE 1.3D.
"US RETIREMENT PLAN TRANSFER AGREEMENT" means the written agreement
between the parties relating to the transfer of assets and liabilities
from the qualified Motorola, Inc. Pension Plan or the qualified
Motorola, Inc. Profit Sharing and Investment Plan to qualified
Retirement Plans maintained by an SCG Party, in accordance with
Section 4.1.
1.4 AMENDMENT OF SCHEDULES.
(a) No later than seven Business Days prior to the
Closing Date, Motorola shall provide SCI LLC amended copies of Schedules 1.3(a)
through 1.3(d) setting forth the applicable groups of employees as of a date no
earlier than the thirtieth calendar day prior to the Closing Date. SCI LLC shall
have two Business days to object to such amended schedules in writing. If SCI
LLC so objects to such schedules, Motorola and SCI LLC shall use their
respective Reasonable Efforts to resolve the objections of SCI LLC to their
mutual and reasonable satisfaction. If SCI LLC does not so object, such
schedules shall be final, subject to the obligations of the parties hereto to
use their respective Reasonable Efforts before, on, or after the Closing to
resolve to their mutual and reasonable satisfaction the employment status of any
employee who was erroneously included on or left off of a schedule. Motorola
shall use its best efforts to accurately identify on each of Schedules 1.3(a)
through 1.3(d) all individuals who are included in the categories described in
the provision of Section 1.3 relating to the corresponding Schedule.
(b) No schedules, other than Schedules 1.3(a) through
1.3(d), 2.4(a) and 5.2(a) shall be amended after the signing of this Agreement.
No later than thirty calendar days after the signing of this Agreement, Motorola
shall provide SCI LLC with amended copies of Schedules 2.4(a) and 5.2(a) to this
Agreement only with respect to countries other than the United States, Japan,
Malaysia, Philippines, Mexico, France and Germany. Items added to Schedules
2.4(a) or 5.2(a) after the signing of this Agreement that have a Material
Adverse Effect shall be treated as nondisclosed items for purposes of assessing
liability under the Agreement. SCI LLC shall have two business days to object to
such amended schedules in writing. If SCI LLC objects to such schedules, the
parties hereto shall use their respective Reasonable Efforts to resolve the
objections of SCI LLC to their mutual and reasonable satisfaction. If SCI LLC
does not object, such schedules shall be final.
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In the case of any representation or warranty by Motorola, if SCI LLC does not
object to the amended schedule or SCI LLC objects but the parties are able to
resolve the objections to their mutual and reasonable satisfaction, then such
amendment will be deemed to have cured any breach of any applicable
representation or warranty made in this Agreement.
1.5 INTERPRETATION. Unless the context of this Agreement otherwise
requires, (a) words of any gender shall be deemed to include each other gender,
(b) words using the singular or plural number shall also include the plural or
singular number, respectively, and (c) reference to "hereof", "herein", "hereby"
and similar terms shall refer to this entire Agreement.
ARTICLE II
GENERAL PROVISIONS
2.1 TRANSFER OF TRANSFERRED EMPLOYEES.
(a) The parties hereto acknowledge and agree that,
wherever legally permissible, on the Closing Date, Transferred Employees shall
become employees of the applicable SCG Parties by operation of applicable local
law and/or pursuant to the terms of any necessary transfer agreement relating to
that jurisdiction. Where such transfer is not possible in the manner described
in the previous sentence, the SCG Parties shall offer Transferred Employees
employment in accordance with the procedures required by applicable local law to
effectuate their employment with the applicable SCG Party commencing on the
Closing Date.
(b) From the date hereof until the Closing Date, Motorola
shall use its Reasonable Efforts, and shall cause the other Existing SCG
Entities to use their Reasonable Efforts, to comply with the requirements of
applicable law in respect of such transfers of employment, including, without
limitation, providing any advance or other written notices to affected employees
and/or their respective representative required under applicable law and
consulting with employee representatives as required under applicable law.
Motorola is not liable for any breach resulting from the failure of TPG Holding
and/or TPG Acquisition to cooperate with, and/or provide information to,
Motorola in conjunction with the consultation and notification of employees.
2.2 TRANSFER OF CONTRACTORS AND CONSULTANTS. The parties hereof
acknowledge and agree that, on the Closing Date, Motorola shall use its
Reasonable Efforts to cause all contracts or agreements with Transferred
Contractors to be transferred or assigned to the applicable SCG Party.
2.3 NOVATION OF CONTRACTS. The parties hereto agree to use their
Reasonable Efforts to cause any contracts with Transferred Employees and
Transferred Contractors that cannot be assigned and that do not transfer (for
any reason) by operation of law to be novated to the applicable SCG Party
effective as of the Closing Date.
2.4 MAINTENANCE OF EMPLOYMENT TERMS AND CONDITIONS.
(a) SCI LLC will, and will cause the other SCG Parties to
(x) continue the employment of Transferred Employees immediately following the
Closing Date and (y) for the one year period ending on the first anniversary of
the Closing Date (subject in
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each case to the employee's continued employment with an SCG Party), (1) pay to
such employees salary or wage rates, as applicable, that are at least equal to
the salary or wage rates paid to such employees by the applicable Existing SCG
Entity immediately prior to the Closing Date and (2) provide such employees with
terms and conditions of employment, including Employee Benefit Plans, that are
substantially similar, in the aggregate, to the terms and conditions of such
employees' employment, including Employee Benefit Plans, provided by the
Existing SCG Entities to such employees immediately prior to the Closing Date,
other than compensation, benefits, or terms and conditions of employment
provided by an Existing SCG Entity pursuant to the Motorola Incentive Plan of
1998, the Motorola Share Option Plan of 1996, the Motorola Share Option Plan of
1982, or any other stock option, stock purchase or other equity based incentive
plan or program of an Existing SCG Entity. The parties hereto agree that
SCHEDULE 2.4(A), which sets out certain terms and conditions of employment of
employees in the existing SCG Entities prior to the Closing Date, though not
necessarily a fully comprehensive list, shall be considered as a reference point
for purposes of determining whether terms and conditions are substantially
similar, in the aggregate, as required by the prior sentence. Notwithstanding
the foregoing, no SCG Party shall be obligated to continue the employment of any
Transferred Employee for any period after Closing Date.
(b) The obligation of SCI LLC and the SCG Parties under
Section 2.4 includes, without limitation, assuming all liabilities on or after
the Closing Date to Transferred Employees for accrued, but unused, vacation,
holiday, severance, sick time or other paid or unpaid leave, or any other terms
and conditions of employment provided by the Existing SCG Entities to such
employees immediately prior to the Closing Date, excluding (i) Retained Employee
Benefit Plan Liabilities and (ii) Closing Date Transferred Employee Accruals,
and crediting each transferred Employee for his or her years of service with the
Existing SCG Entities prior to the Closing Date for purposes of vacation,
holiday, severance, sick time or other paid or unpaid leave, or any other terms
and conditions of employment provided by the Existing SCG Entities to such
employees immediately prior to the Closing Date and for determining eligibility
to participate, vesting and benefit accrual in any Employee Benefit Plan
established or maintained by any SCG Party for the benefit of Transferred
Employees to the extent such service was recognized under the corresponding
payroll practice or Employee Benefits Plan of the applicable Motorola Transferor
covering such Transferred Employees; provided, however, that in the case of
Retirement Plans, the obligation to credit Transferred Employees for their years
of service with the Existing SCG Entities prior to the Closing Date for benefit
accrual purposes shall be subject to the transfer of assets and liabilities in
accordance with Article IV hereof.
(c) To the extent permitted by law, any Employee Benefit
Plan maintained by an SCG Party pursuant to this Agreement providing medical,
surgical, hospital or dental care or benefits, or benefits in the event of
sickness, accident, disability or death (1) shall not provide any exclusion for
pre-existing condition or waiting period with respect to a Transferred Employee
(or any covered beneficiary or dependent), except to the extent such exclusion
or waiting period would have applied to such individual under the corresponding
Existing SCG Entity Employee Benefit Plan; (2) shall provide credit for payments
within the Plan's fiscal year which includes the Closing Date by a Transferred
Employee (or any covered beneficiary or dependent) for deductibles, copayments,
premiums out-of-pocket expenditures and similar amounts paid to the
corresponding Existing SCG Entity Employee Benefit Plan; and (3) may take into
account benefits provided and payments made to or on behalf of a Transferred
Employee or any covered
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beneficiary or dependent) under the corresponding Existing SCG Entity Employee
Benefit Plan in calculating aggregate maximum benefits or annual maximum
benefits.
(d) Effective as of the Closing Date, Company shall be
responsible for the costs of establishing and maintaining Employee Benefit Plans
for the Transferred Employees pursuant to the terms of this Agreement. Neither
any Existing SCG Entity, nor any Existing SCG Entity Employee Benefit Plan,
shall be liable for payment of claims incurred on or after the Closing Date in
respect of Transferred Employees (or their covered beneficiaries or dependents)
under an Employee Benefit Plan established, maintained or contributed to by an
SCG Party on or after the Closing Date. Effective as of the Closing Date, any
SCG Parties Employee Benefit Plan shall be liable for payment of claims incurred
on or after the Closing Date in respect of Transferred Employees (or their
covered beneficiaries or dependents) under such Employee Benefit Plan. Neither
any SCG Party nor any SCG Party Employee Benefit Plan shall be liable for
payment of claims incurred before the Closing Date by any Transferred Employees
(or their covered beneficiaries or dependents) with respect to any Retained
Employee Benefit Plan Liabilities.
(e) Nothing in this Agreement shall be construed as
granting to any SCG Party the right to participate in any Employee Benefit Plan
established or maintained by Motorola or to demand any transfer or spin off of
assets from any such Employee Benefit Plan except as specifically otherwise
provided in a US Retirement Transfer Agreement or a Foreign Retirement Transfer
Agreement.
(f) The SCG Parties shall maintain such
government-mandated Employee Benefit Plans as shall be required by applicable
law.
2.5 EMPLOYMENT RECORDS. The parties agree that on or within a
reasonable time period after the Closing Date, the Existing SCG Entities shall
provide to the SCG Parties all employment records for the Transferred Employees
required to be kept under applicable law or necessary for the conduct of the
Business, provided (a) that the Existing SCG Entities shall not include any
records to the extent such a Transfer would violate applicable law or cause the
Existing SCG Entities to break any agreement with a third party and (b) that
such records are in the possession of the Existing SCG Entities. The Existing
SCG Entities and/or the Motorola Transferors may keep copies of such records.
After the Closing Date, as may be necessary for any business purpose of the
Motorola Transferors or to permit the Motorola Transferors to respond to any
government inquiry or audit, defend any claim or lawsuit or administer any
Employee Benefit Plan, the Company and/or SCI LLC will cause the SCG Parties to
allow the Motorola Transferors reasonable access to and, if requested, copies of
any records relating to Transferred Employees, provided (a) that the SCG Parties
shall not include any records to the extent that inclusion thereof would violate
applicable law or cause any SCG Party to breach an agreement with a third party
and (b) that such records are in the possession of the SCG Parties.
2.6 TRANSFER OF INACTIVE SCG EMPLOYEES. SCI LLC agrees to cause
the applicable SCG Party to preserve the right of Inactive SCG Employees to
return to active employment, and to offer employment on substantially similar
terms and conditions of employment, at the expiration of any authorized leave or
the termination of disability. As of the date of any Inactive SCG Employee's
return, he or she shall be treated for purposes of this Agreement in the same
manner as a Transferred Employee whose employment transferred on the Closing
Date to an SCG Party.
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2.7 NO THIRD PARTY BENEFICIARIES. No employee of any Existing SCG
Entity or any SCG Party shall be considered a third party beneficiary of any
right or obligation created by this Agreement. Nothing in this Agreement,
express or implied, shall be deemed to confer upon any person any rights under
or with respect to any plan, program or arrangement described in or contemplated
by this Agreement. Nothing in this Agreement, express or implied, shall create a
third-party beneficiary relationship or otherwise confer any benefit,
entitlement, or right upon any person or entity other than the parties to this
Agreement and their respective corporate affiliates. This Agreement shall only
be enforceable by the parties hereto.
2.8 PSIP PROFIT SHARING CONTRIBUTION FOR 1999. If, following the
end of the 1999 Plan Year, Motorola determines that a Profit Sharing
Contribution (as defined in the PSIP) is payable to the PSIP (as defined in
Section 4.1(b) below) pursuant to the terms of the PSIP, Motorola shall make a
Profit Sharing Contribution to the PSIP in accordance with the terms of the PSIP
and the share of such contribution attributable to the contributions of the
Transferred Employees (up to 3% of pay for the period of January 1, 1999 through
the Closing Date) determined under Section 10.4(e) of the PSIP shall be directly
transferred to the SCG US 401(k) Plan no later than April 30, 2000 and shall be
invested in accordance with the Transferred Employees election in the SCG US
401(k) Plan as of December 31, 1999.
ARTICLE III
ADDITIONAL EMPLOYMENT MATTERS
3.1 EMPLOYMENT TAXES. The parties hereto agree that (i) Motorola
will be relieved from furnishing Forms W-2 to any Transferred Employees employed
in the US who will be employed by an SCG Party in the US for the calendar year
within which the Closing Date occurs; (ii) Forms W-2 furnished to such
Transferred Employees by the applicable SCG Party will include wages paid and
taxes withheld by both Motorola and such SCG Party; (iii) Motorola will be
relieved from filing Forms W-2 with the Social Security Administration; and (iv)
Motorola's entire Form W-2 reporting obligations for such Transferred Employees
will be assumed by the applicable SCG Party . To the extent necessary to comply
with applicable legal requirements, Motorola shall and SCI shall cause any other
SCG Parties operating in the United States to enter into an agreement
substantially similar to the foregoing sentence with respect to any Transferred
Employees employed in the US who will be employed by such other SCG Parties.
Motorola will, and SCI will, and will cause the other SCG Parties operating in
the United States to, (i) treat each such SCG Party as a "successor employer"
and Motorola as a predecessor," within the meaning of sections 3121(a)(I) and
3306(b)(I) of the Code, with respect to Transferred Employees who are employed
by such SCG Party for purposes of Taxes imposed under the United States Federal
Unemployment Tax ("FUTA") or the United States Federal Insurance Contributions
Act ("FICA") and (ii) comply with the "alternate procedures" provided in Revenue
Procedure 96-60, 1996-3 CB 399.
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ARTICLE IV
ADDITIONAL EMPLOYEE BENEFIT MATTERS
4.1 US RETIREMENT PLANS.
(a) Effective as of the Closing Date and for twelve (12)
months after the Closing Date, SCI LLC will, or will cause the appropriate SCG
Party to, establish and maintain a tax-qualified Retirement Plan ("SCG US
Retirement Plan") containing terms that are substantially identical to the terms
of the Motorola Inc. Pension Plan. The SCG US Retirement Plan shall grant to
United States Transferred Employees credit for all purposes of the plan for
service and compensation earned prior to the Closing Date and taken into account
for a corresponding purpose under the Motorola Inc. Pension Plan subject to the
transfer of assets and liabilities in accordance with the US Retirement Plan
Transfer Agreement. Motorola and the SCG Party shall enter into a US Retirement
Plan Transfer Agreement in the form attached as Exhibit 4.1(a) simultaneously
with this Agreement that will reflect the amount of assets and liabilities of
the Motorola Inc. Pension Plan that will be transferred to the SCG US Retirement
Plan.
(b) Effective as of the Closing Date and for twelve (12)
months after the Closing Date, SCI LLC will, or will cause the appropriate SCG
Party to, establish and shall maintain a 401(k) and profit sharing Retirement
Plan ("SCG US 401(k) Plan"), containing terms that are substantially identical
to the Motorola, Inc. Profit Sharing and Investment Plan ("PSIP"). The SCG US
401(k) Plan shall grant to United States Transferred Employees credit for all
purposes of the plan for service completed prior to the Closing Date and taken
into account for a corresponding purpose under the PSIP. Motorola and the SCG
Party shall enter into a US Retirement Plan Transfer Agreement in the form
attached as Exhibit 4.1(b) simultaneously with this Agreement that will reflect
the amount of assets and liabilities that will be transferred from the PSIP to
the SCG US 401(k) Plan.
4.2 FOREIGN RETIREMENT PLANS.
(a) With respect to the defined benefit arrangements
maintained by Existing SCG Entities operating in Germany, Japan, Mexico,
Philippines, and any other jurisdiction in which Motorola and SCI LLC mutually
determine that an Existing SCG Entity maintains a foreign defined benefit
Retirement Plan primarily for more than 50 non-United States Transferred
Employees ("Foreign Retirement Plans"), effective as of the Closing Date, and
for a period of at least twelve (12) months thereafter, SCI LLC will, or will
cause the appropriate SCG Party to, establish and maintain Foreign Retirement
Plans containing terms that are substantially identical to the terms of the
defined benefit plan of the corresponding Existing SCG Entity. The SCG Foreign
Retirement Plans shall grant to the applicable Transferred Employees credit for
all purposes of the plans for service and compensation earned prior to the
Closing Date and taken into account for a corresponding purpose under the
corresponding SCG Existing Entity Foreign Retirement Plan, subject, in the case
of credit for benefit accrual purposes, to the transfer of assets and
liabilities to the successor Foreign Retirement Plan of the applicable SCG
Party. If the SCG Existing Entity has set aside assets in a separate trust or
fund to assist such SCG Existing Entity in satisfying its obligations under its
Foreign Retirement Plan, such SCG Existing Entity and the corresponding SCG
Party shall enter into a Foreign Retirement Plan Transfer Agreement prior to the
Closing Date that will provide for the transfer of (x) assets equal to the
lesser of (i) the Applicable DB Transfer Amount (as defined below) and (ii) the
proportion of the total value of assets held in
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such separate trust or fund which the DT Transfer Amount (calculated using 100%
of accumulated benefit obligation (as defined below) in lieu of 115% in the
manner described below) bears to the total accumulated benefit obligation (as
defined below) for the SCG Existing Entity Foreign Retirement Plan and (y) the
related liabilities of the SCG Existing Entity Foreign Retirement Plan with
respect to Transferred Employees who participate in the Foreign Retirement Plan
only to an appropriate SCG Party Foreign Retirement Plan within thirty days
after the Closing Date. To the extent that the amount of assets transferred or
to be transferred to an SCG Party Foreign Retirement Plan pursuant to a Foreign
Retirement Plan Transfer Agreement is less than the Applicable DB Transfer
Amount for such plan or, if no assets are available for transfer pursuant to a
Foreign Retirement Plan Transfer Agreement, Motorola shall, within thirty days
after the Closing Date, transfer to the applicable SCG Party an amount, in cash,
equal to the remainder of (A) the Applicable DB Transfer Amount less (B) the
amount, if any, to be transferred to such SCG Party Foreign Retirement Plan
pursuant to the applicable Foreign Retirement Plan Transfer Agreement. All
transferred amounts shall inure to the benefit of the Transferred Employees. The
term "Applicable DB Transfer Amount" shall mean, with respect to each Foreign
Retirement Plan, an amount equal to the sum of (1) 115% of the "accumulated
benefit obligation," within the meaning of Financial Accounting Standards Board
Statement No. 87 ("FASB 87"), with respect to the Transferred Employees who
participate in such Foreign Retirement Plan, calculated (x) as of the Closing
Date, (y) pursuant to FASB 87, and (z) using the Motorola actuarial assumptions
which are specified on Schedule B hereto for each jurisdiction and (2) interest
on the amount determined under clause (1) for the period from the Closing Date
to the actual date of transfer at the interest rate set forth on Schedule B for
the applicable jurisdiction using Motorola assumptions. If the employment by an
SCG Party of a Transferred Employee terminates for any reason before the
transfer of assets and liabilities contemplated by this section with respect to
such Transferred Employee, no transfer shall be made for such Transferred
Employee, and the Existing SCG Entity shall retain all assets and liabilities
attributable to such Transferred Employee's accrued benefit. The transfers
hereunder shall be in accordance with the laws of the applicable jurisdiction.
Motorola shall not be responsible for the transfer of assets or credit with
respect to termination pay based in whole or in part on years of service.
Notwithstanding the above, the amount of retirement assets to be transferred or
credit attributable to the Foreign Retirement Plan for Mexico Transferred
Employees shall be calculated with a years of service component for involuntary
termination, in accordance with the methodology set forth in this Section
4.2(a).
(b) With respect to the defined contribution arrangements
providing individual account balances maintained by Existing SCG Entities
located in Brazil, Canada, Hong Kong, Malaysia, Puerto Rico, Thailand, United
Kingdom, and any other jurisdictions in which Motorola and SCI LLC mutually
determine that an Existing Entity maintains a foreign defined contribution
Retirement Plan primarily for more than 50 non-United States Transferred
Employees (the "Foreign DC Retirement Plan"), effective as of the Closing Date,
and for a period of at least twelve (12) months thereafter, SCI LLC will, or
will cause the appropriate SCG Party to, maintain a Foreign DC Retirement Plan
for applicable Transferred Employees containing terms that are substantially
identical to the terms of the defined contribution plan of the corresponding
Existing SCG Entity. The SCG Foreign DC Retirement Plans shall grant to
Transferred Employees credit for all purposes of the plans for service and
compensation earned prior to the Closing Date and taken into account for a
corresponding purpose under the corresponding SCG Existing Entity Foreign DC
Retirement Plans. If the SCG Existing Entity has set aside assets in a separate
trust or fund to assist such SCG Existing Entity in satisfying its obligations
under its Foreign DC Retirement Plan, such
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SCG Existing Entity and the corresponding SCG Party shall enter into a Foreign
Retirement Plan Transfer Agreement prior to the Closing Date that will provide
for the transfer of (x) assets equal to the portion of such trust or fund
attributable to the Applicable DC Transfer Amount (as defined below) and (y) the
related liabilities of the SCG Existing Entity Foreign DC Retirement Plan only
to an appropriate SCG Foreign DC Retirement Plan within thirty days after the
Closing Date. To the extent the amount of assets transferred or to be
transferred to an SCG Party Foreign Retirement Plan pursuant to a Foreign
Retirement Plan Transfer Agreement is less than the Applicable DC Transfer
Amount for such plan or if no assets are available for transfer pursuant to a
Foreign Retirement Plan Transfer Agreement, Motorola shall, within thirty days
after the Closing Date, transfer to the applicable SCG Party an amount, in cash
equal to the remainder of (A) the Applicable DC Transfer Amount less (B) the
amount, if any to be transferred to such SCG Party Foreign Retirement Plan
pursuant to the applicable Foreign Retirement Plan Transfer Agreement. The term
"Applicable DC Transfer Amount" shall mean, with respect to each Foreign
Retirement Plan, an amount equal to the sum of (i) the individual account
balances accrued with respect to the applicable Transferred Employees as of the
Closing Date and (ii) interest on the amount determined under clause (1) for the
period from the Closing Date to the actual date of transfer based on the
interest earned with respect to the applicable SCG Existing Entity Foreign DC
Retirement Plan calculated on a daily basis of 1/365th for the number of days
between the Closing Date and the actual date of transfer. All transferred
amounts shall inure to the benefit of the Transferred Employees. If the
employment by a SCG party of a Transferred Employee terminates for any reason
before the transfer of assets and liabilities contemplated by this section with
respect to such Transferred Employee, no transfer shall be made for such
Transferred Employee, and the Existing SCG Entity shall retain all assets and
liabilities attributable to such Transferred Employee's accrued benefit. The
transfers hereunder shall be in accordance with the laws of the applicable
jurisdiction. If applicable, as of the Closing Date, each Transferred Employee
shall have an account under the SCG Foreign DC Retirement Plan that shall
reflect the employee's benefit as a result of such past service credit.
4.3 COMPLIANCE WITH LAW; MUTUAL COOPERATION. In connection with
the transfers described in Sections 4.1 and 4.2, the parties shall each use
Reasonable Efforts to cooperate in effectuating such transfers in accordance
with applicable law and to make all required filings and deliver all notices
required under applicable law in connection therewith.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1 LABOR MATTERS. Except as set forth in Schedule 5.1: (i) there
are no charges, complaints or controversies pending or, to Motorola's Knowledge,
threatened, between the Business and any of its respective current or former
employees, which charges, complaints or controversies have had, or would have, a
Material Adverse Effect; (ii) the Business is not a party to any material
collective bargaining agreement or other labor union contract applicable to
Transferred Employees, nor, to Motorola's Knowledge, are there any activities or
proceedings of any labor union to organize any such employees; and (iii) to
Motorola's Knowledge, there are no strikes, slowdowns, work stoppages, lockouts,
or threats thereof, by or with respect to any of the Business employees. Each of
the Existing SCG Entities have complied with all applicable laws pertaining to
the employment or termination of employment of employees and the retention,
categorization or termination of other service
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providers relating to the Business, including, without limitation, all such laws
relating to labor relations, equal employment opportunities, fair employment
practices, prohibited discrimination or distinction or other similar employment
activities, except for any failures to comply that, individually or in the
aggregate, would not have or result in a Material Adverse Effect or a material
adverse effect on the Business in the United States, Philippines, Malaysia,
Japan or Mexico.
5.2 REPRESENTATIONS AND WARRANTIES FOR EMPLOYEE BENEFIT PLANS.
(a) Schedule 5.2(a) lists all material Employee Benefit
Plans established or maintained by each Business for any current Transferred
Employee. The representations and warranties in this Section 5.2 relate solely
to the Employee Benefit Plans specified below in Section 5.2(b) covering
Transferred Employees as of the date of Schedule 2.4(a), other than any Retained
Employee Benefit Plan Liabilities.
(b) Where applicable, with respect to each of the
Motorola Business Employee Benefit Plans, true and complete copies of (i) all
plan documents (including all amendments and modifications thereof) or, if none,
a summary thereof, and all related trust agreements, insurance contracts and
other funding arrangements; (ii) the three most recently filed United States
Department of Labor Form 5500 series and all schedules thereto, as applicable
(or, in the case of a Foreign Retirement Plan with respect to which a transfer
of assets and liabilities occurs under Section 4.2, comparable information
returns); (iii) the current summary plan descriptions and all summary material
modifications thereto as applicable; (iv) the two most recent actuarial reports,
if applicable; and (v) the most recent determination letter (or equivalent
determination of a Foreign Retirement Plan) issued with respect to each Employee
Benefit Plan, as applicable, have been delivered or made available to SCI LLC as
of the Closing Date.
(c) Except as disclosed on Schedule 5.2(c) each Employee
Benefit Plan has been maintained, operated and administered in compliance with
its terms and the applicable provisions of ERISA, the Code, or other applicable
law, except for noncompliance which would not result in a Material Adverse
Effect or a material adverse effect on the Business in a Principal Location.
(d) Except as disclosed on Schedule 5.2(d), each Employee
Benefit Plan which is intended to meet the qualification requirements of Section
401(a) of the Code has received a favorable determination letter from the IRS,
and such Plan has not been amended since the date of its most recent
determination letter in any respect which would result in a Material Adverse
Effect or a material adverse effect on the Business in a Principal Location.
(e) Except as disclosed on Schedule 5.2(e), there are no
pending, or to the best of Motorola's Knowledge, threatened audits or
investigations by any governmental agency involving any Motorola Employee
Benefit Plan from which SCI LLC or any SCG Party shall receive a transfer of
assets and liabilities under Article IV, and to the best of Motorola's
Knowledge, there are no threatened or pending claims (except for routine claims
for benefits payable in the ordinary operation of the Motorola Employee Benefit
Plan), suits, or proceedings involving any such Motorola Employee Benefit Plan
that would have a Material Adverse Effect on the Business.
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(f) Except as disclosed on Schedule 5.2(f), with respect
to any Motorola Business Employee Benefit Plan that is a "group health plan"
within the meaning of Section 607 of ERISA and that is subject to Section 4980B
of the Code, Motorola complies with the continuation coverage requirements of
the Code and ERISA with respect to Transferred Employees (and their eligible
dependents), except where noncompliance would result in a Material Adverse
Effect on the Business or a material adverse effect on the Business in a
Principal Location.
(g) Except as disclosed on Schedule 5.2(g), with respect
to any Motorola Employee Benefit Plan from which SCI LLC or any SCG Party shall
receive a transfer of assets and liabilities pursuant to Article IV, all
contributions, premiums, expenses and other payments required to be made by the
applicable Existing SCG Entity by the Closing Date have been made.
(h) No Motorola Business Employee Benefit Plan for the
benefit of Transferred Employees in the United States is a "multiemployer
pension plan" as defined in Section 3(37) of ERISA.
ARTICLE VI
INDEMNIFICATIONS
6.1 SURVIVAL PERIODS. All representations and warranties contained
or made in, or in connection with Section 5.2 of this Agreement or any
certificate, document or other instrument delivered in connection herewith,
shall survive the Closing until the expiration of the applicable statute of
limitations. All representations and warranties contained or made in, or in
connection with, Section 5.1 of this Agreement or any certificate, document or
other instrument delivered in connection herewith, shall survive the Closing for
a period of 18 months. The covenants and agreements in this Agreement shall
survive except to the extent they are specifically limited by their terms.
6.2 INDEMNIFICATION BY MOTOROLA. Motorola hereby agrees to
indemnify and hold harmless SCI LLC and the other SCG Parties from and against
any Damages suffered by any or all of them arising out of or resulting from,
under, or in respect to (i) any inaccuracy in or breach by Motorola of its
representations or warranties contained in this Agreement, (ii) any breach by
Motorola of its obligations, covenants or agreements under this Agreement, (iii)
the employment, resignation or termination of employment of any individual prior
to the Closing Date in connection with the operation of the Business by Motorola
or any of its Affiliates, and the termination or resignation after the Closing
Date of any Transferred Employee in Japan or the United States who, prior to the
Closing Date, applied for and was accepted to receive voluntary severance plan
benefits in connection with a reduction in force that was part of the Motorola
Cody restructuring, or who prior to the Closing Date was otherwise identified
for involuntary termination as part of a reduction in force that was part of the
Motorola Cody restructuring, or (iv)(1) any claim incurred after the Closing
Date under an Employee Benefit Plan described in Section 2.4(c) maintained by or
contributed to by Motorola prior to Closing Date which provides for continuing
benefits to former employees or retirees; (2) claims for medical,
hospitalization, vision, dental, death or other welfare benefits (other than
claims for disability benefits) or expense reimbursements incurred prior to the
Closing Date, regardless of whether such claims are reported before, on or after
the Closing Date and provided that a claim will be deemed incurred at the time
the related services or materials (including prescriptions) are rendered or
provided, as the case may be,
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or, in the case of death or severance benefits, as of the date of such death or
severance; (3) health care continuation coverage required to be provided to any
current or former employee of the Business, or any dependent thereof, pursuant
to Section 4980B of the Code as a result of any "qualifying event" (as defined
in Code Section 4980B and the regulation promulgated thereunder) occurring prior
to the Closing Date, (4) benefits, rights and entitlements accrued prior to the
Closing Date of all current and former executives and other key or management
level employees of the Business under or in respect of any executive
compensation or executive benefits plans; (5) with respect to Inactive SCG
Employees, any and all disability or leave compensation or benefits payable in
respect of any Inactive SCG Employee in respect of any portion of the period
ending on the later of (x) the date, if any, that such person returns to active
employment with an SCG Party and (y) the Closing Date, including liability for
claims for disability compensation, benefits or expense reimbursements arising
in connection with or related to any disability commencing and reported prior to
the Closing Date and claims for medical, hospitalization, vision, dental or
other welfare benefits or expense reimbursement arising in connection with or
related to any disability commencing prior to the Closing Date, and (6) any
claims relating to Transferred Employees under the Employee Benefit Plans that
are Retained Employee Benefit Plans Liabilities. Notwithstanding the foregoing,
no indemnification or hold harmless payment shall be made under clause (iii) or
(iv) of the preceding sentence to the extent that (A) an SCG Party has agreed to
assume assets or liabilities in respect of one or more Employee Benefit Plans
under Article IV hereof, (B) the liability is reflected in the Working Capital
Account, (C) the liability relates to a claim incurred after the Closing Date
under an Employee Benefit Plan or other term or condition of employment with the
SCG Entity with respect to which the SCG Entity has assumed liability under
Section 2.4(b), (D) the liability relates to benefits, rights or compensation
accrued after the Closing Date, (E) the liability relates to a resignation or
termination addressed by Section 6.3 or (F) the liability relates to employment,
resignation or termination after the Closing Date. Any indemnification by
Motorola under this Section 6.2, other than for claims to be reimbursed under
Subsection (iii) or (iv) hereof, or claims relating to Retained Employee Benefit
Plan Liabilities, shall be counted towards and subject to the Deductible Amount
and Marginal Amount described in Section 9.2(b) of the Recapitalization
Agreement.
6.3 INDEMNIFICATION BY THE COMPANY AND SCI LLC.
(a) The Company and SCI LLC hereby agree to indemnify and
hold harmless Motorola from and against any Damages suffered by Motorola or the
Motorola Transferors arising out of or resulting from (i) the employment,
resignation or termination of employment on or after the Closing Date of any
Transferred Employee other than the termination or resignation after the Closing
Date of any Transferred Employee in Japan or the United States who, prior to the
Closing Date, applied for and was accepted to receive voluntary severance plan
benefits in connection with a reduction in force that was part of the Motorola
Cody restructuring, or who prior to the Closing Date was otherwise identified
for involuntary termination as part of a reduction in force that was part of the
Motorola Cody restructuring; (ii) the infringement of the rights of any
employee, trade union representative or other employee representative to
information, consultation, or negotiation if such infringement occurred on or
after the Closing Date; (iii) the termination of any contract between an
Existing SCG Entity or SCG Party and a Transferred Contractor if such
termination occurred as a result of the actions contemplated by the
Reorganization Agreement or occurred after the Closing Date,(iv) the conduct of
any SCG Party after the Closing Date with respect to any employee benefit or
retirement plan, policy, program or
13
<PAGE>
arrangement maintained by any SCG Party or to which any SCG Party contributes
pursuant to applicable law on behalf of the Transferred Employees; (v) any
breach by any SCG Party of any of its obligations contained in this Agreement
with respect to benefits matters; (vi) any claim by a Transferred Employee
relating to the coverage, benefits or services received under any employee
benefit or retirement plan, policy, program or arrangement maintained by any SCG
Party after the Closing Date or to which any SCG Party contributes after the
Closing Date pursuant to applicable law on behalf of the Transferred Employees;
(vii) any act or omission after the Closing Date by any SCG Party or any of its
agents in providing the employee benefit or retirement plans, policies, programs
or arrangements maintained by any SCG Party after the Closing Date or to which
any SCG Party contributes after the Closing Date pursuant to applicable law on
behalf of the Transferred Employees; (viii) any assumed assets and liabilities
with respect to any employee benefit or retirement plans, policies, programs or
arrangements maintained by any SCG Party or to which any SCG Party contributes
pursuant to applicable law on behalf of the Transferred Employees, and (ix) any
action prior to the Closing Date that TPG Semiconductor Holding Corp. caused any
SCG Party or any Existing SCG Party to take with respect to an employee benefit
or retirement plan, policy, program or arrangement maintained by any SCG Party.
(b) In jurisdictions in which applicable law, in order to
avoid liability for severance or other termination compensation or Damages,
requires an SCG Party to offer continued employment as of the Closing Date to
Transferred Employees on specific terms and conditions that are determined by
comparison to the terms and conditions provided by the applicable SCG Existing
Entity to such Transferred Employees immediately prior to the Closing Date, and
under applicable law, such Transferred Employee is entitled to severance or
other termination compensation or benefits or Motorola or the other Motorola
Transferors is or are subject to Damages as a result of the failure of the terms
of such offer of employment to comply with such requirements under applicable
law, the applicable SCG Party will be responsible for, and will indemnify, the
Motorola Transferor from and against, payment of such severance compensation,
benefits, and/or Damages to such Transferred Employees. Notwithstanding the
foregoing, in the case of Transferred Employees who are currently employed by
Motorola Japan Limited ("MJL"), (i) the applicable Japanese SCG Party ("SCG
Japan") will offer continued employment to such Transferred Employees on terms
and conditions that are substantially identical to the terms and conditions of
such employees' employment with MJL in effect immediately prior to the Closing
Date (other than with respect to equity based compensation and benefits) (ii)
Motorola, MJL, SCI LLC and the applicable SCG Japan will each use their
Reasonable Efforts to persuade such transferred Employees to consent to the
transfer of their employment to SCG Japan in connection with the consummation of
the transactions contemplated by the Agreement and Plan or Recapitalization and
(iii) MJL and SCG Japan will share equally the cost of the aggregate payments,
if any, required to be made to such Transferred Employees to obtain their
consent to such transfer of employment.
(c) The general indemnification procedures set forth in
Section 9.5 of the Recapitalization Agreement are incorporated herein in their
entirety.
ARTICLE VII
CONDITIONS PRECEDENT
7.1 CONDITIONS PRECEDENT TO TRANSFERS OF EMPLOYEES AND BENEFIT
ASSETS. The obligations of the parties hereto to take the actions specified in
this Agreement to occur
14
<PAGE>
on or after the Closing Date shall only arise when and if the transactions
contemplated by the Reorganization Agreement have been consummated.
ARTICLE VIII
MISCELLANEOUS
8.1 FURTHER ACTIONS. The parties hereto agree to use all
reasonable good faith efforts to take all actions and to do all things
necessary, proper or advisable to consummate the transactions contemplated
hereby by the applicable closing dates.
8.2 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given (i) three Business
Days after mailing if mailed by certified or registered mail, return receipt
requested, (ii) one Business Day after delivery to Federal Express or other
nationally recognized overnight express carrier, if sent for overnight delivery
with fee prepaid, (iii) upon receipt if sent via facsimile with receipt
confirmed, or (iv) upon receipt if delivered personally, addressed to the
address set forth in the Recapitalization Agreement or to such other address or
addresses of which the respective party shall have notified the other.
8.3 EXPENSES. Except as otherwise provided in this Agreement, each
party to this Agreement will bear all the fees, costs and expenses which are
incurred by it in connection with the transactions contemplated hereby, whether
or not such transactions are consummated.
8.4 ENTIRE AGREEMENT. The agreement of the parties, which is
comprised of this Agreement, the Exhibits and the Schedules hereto and the
documents referred to herein, sets forth the entire agreement and understanding
between the parties and supersedes any prior agreement or understanding, written
or oral, relating to the subject matter of this Agreement.
8.5 ASSIGNMENT; BINDING EFFECT; SEVERABILITY. This Agreement may
not be assigned by any party hereto. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors, legal
representatives and permitted assigns of each party hereto. The provisions of
this Agreement are severable, and in the event that any one or more provisions
are deemed illegal or unenforceable the remaining provisions shall remain in
full force and effect unless the deletion of such provision shall cause this
Agreement to become materially adverse to any party, in which event the parties
shall use reasonable efforts to arrive at an accommodation which best preserves
for the parties the benefits and obligations of the offending provision.
8.6 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws (as opposed to the
conflicts of laws provisions) of the State of New York.
8.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts with the same effect as if the signatures thereto
were upon one instrument.
15
<PAGE>
8.8 HEADINGS. The headings preceding the text of the sections and
subsections hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.
8.9 AMENDMENT AND WAIVER. The parties may by mutual agreement
amend this Agreement in any respect, and any party, as to such party, may (a)
extend the time for the performance of any of the obligations of any other
party, (b) waive any inaccuracies in representations by any other party, (c)
waive compliance by any other party with any of the agreements contained herein
and performance of any obligations by such other party, and (d) waive the
fulfillment of any condition that is precedent to the performance by such party
of any of its obligations under this Agreement. To be effective, any such
amendment or waiver must be in writing and be signed by the party against whom
enforcement of the same is sought.
8.10 U.S. CURRENCY. Unless otherwise stated, all dollars specified
in this Agreement, and the Exhibits and Schedules attached or referred to
herein, shall be in U.S. dollars.
[signature page follows]
16
<PAGE>
IN WITNESS WHEREOF, each of Motorola and the Company has caused this
Employee Matters Agreement to be duly executed on its behalf by its duly
authorized officer as of the day and year first written above.
MOTOROLA, INC.
/s/ Keith Bane
---------------------------------------------
Name: Keith Bane
----------------------------------------
Title: Executive Vice President and President
---------------------------------------
SCG HOLDING CORPORATION
/s/ Theodore W. Schaffner
---------------------------------------------
Name: Theodore W. Schaffner
----------------------------------------
Title: Vice-President
---------------------------------------
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
By: SCG Holding Corporation, its sole member
/s/ Theodore W. Schaffner
---------------------------------------------
Name: Theodore W. Schaffner
----------------------------------------
Title: Vice-President
---------------------------------------
<PAGE>
AMENDMENT TO EMPLOYEE MATTERS AGREEMENT OF MAY 11, 1999
This amendment to the Employee Matters Agreement is dated this 30th day
of July, 1999 by and among Motorola, Inc., a Delaware corporation ("PARENT" or
"MOTOROLA"), SCG Holding Corporation, a Delaware corporation and a wholly owned
subsidiary of Motorola ("THE COMPANY"), and Semiconductor Components Industries,
LLC, a Delaware limited liability company ("SCI LLC"), the sole member of which
is the Company.
WHEREAS, the parties previously entered into that certain agreement of
May 11, 1999 known as the Employee Matters Agreement ("THE EMA");
WHEREAS, the parties wish to amend the EMA in the manner set forth
herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions, representations, warranties and agreements herein, the
parties agree as follows:
1. The definitions of the EMA are amended as follows:
"INACTIVE NON-TRANSFERRED EMPLOYEES" means all Inactive SCG Employees
whose place of employment immediately before their leave of absence
began was a location in the United States, Puerto Rico, or Japan.
"INACTIVE TRANSFERRED EMPLOYEES" means all Inactive SCG Employees
except the Inactive Non-Transferred Employees.
"INACTIVE SCG EMPLOYEES" means SCG employees, Transferred Expatriate
Employees, and Transferred Shared Services Employees who, immediately
prior to the Closing Date, are absent from work due to an authorized
leave of absence or due to long term or short term disability,
including, without limitation, those employees identified on Schedule
1.3a.
"TRANSFERRED EMPLOYEES" means Transferred SCG Employees, Transferred
Shared Services Employees, Transferred Expatriate Employees, and
Inactive Transferred Employees.
"CLOSING DATE" means 12:01 A.M. Phoenix, Arizona time on July 31, 1999.
"CLOSING DATE TRANSFERRED EMPLOYEE ACCRUALS" means Effective Date
Transferred Employee Accruals" as defined in the Reorganization
Agreement.
2. Section 1.4(a) of the EMA is amended to substitute the words "No later
than seven Business Days prior to the closing date of the
Recapitalization Agreement" for the words "No later than seven Business
Days prior to the Closing Date."
3. The parties agree that notwithstanding the provisions in Section 2.1(a)
of the EMA, certain Transferred Employees who do not transfer on the
Closing Date into an SCG Party will transfer the next business day or
as soon as possible thereafter. Notwithstanding this paragraph or any
provision in the EMA, the parties agree that the
2
<PAGE>
transfer of Transferred Employees in China will be carried out pursuant
to the terms of the side letter between the parties on this subject to
be executed no later than August 31, 1999.
4. Section 2.6 of the EMA is amended to substitute the term "Inactive
Non-Transferred Employees" for each and every reference to "Inactive
SCG Employees."
5. Notwithstanding anything to the contrary in the EMA, Motorola hereby
agrees to indemnify SCI LLC and the SCG Parties (collectively, "SCI")
and hold SCI harmless from and against, and promptly pay or reimburse
SCI for, any and all liabilities, obligations, costs or expenses in
respect of the Inactive Transferred Employees incurred by SCI or any
Employee Benefit Plan established, maintained or contributed to by SCI
that relate to or arise in connection with or as a result of (w) the
transfer of the employment of any such Inactive Transferred Employee to
SCI on or after the Closing Date, (x) any compensation or benefits
paid, payable or required to be provided to any such Inactive
Transferred Employee in respect of the period commencing at the Closing
Date and ending upon the expiration of such employee's authorized leave
or termination of disability, as applicable, including, without
limitation, all wages, salaries, compulsory or statutory contributions,
income or other employment taxes, benefit plan contributions, premiums,
and similar amounts, (y) any severance or other termination
compensation or benefits paid, payable or required to be provided to
any such Inactive Transferred Employee who does not return to active
employment with the applicable SCG Party on the expiration of such
employee's authorized leave or termination of disability unless such
severance or other termination compensation or benefits are the
responsibility of SCI LLC or the applicable SCG Party under Paragraph
6.3(b) of the EMA, and (z) the event or events resulting in such
Inactive Transferred Employee's leave of absence or disability. Within
ten (10) days following the closing date of the Recapitalization
Agreement, Motorola shall deliver to SCI LLC a correct and complete
list identifying all Inactive Transferred Employees. No indemnifiabIe
amount hereunder shall be counted towards the Deductible Amount or
Marginal Amount.
6. The Transferred Employees employed by SCI LLC UK will be eligible to
continue to participate in the Employee Benefit Plans maintained by
Motorola Ltd. for no more than four (4) calendar months after the
Closing Date; provided, however, that with respect to the Retirement
Plan maintained by Motorola Ltd., continued participation by the
Transferred Employees employed by SCI LLC UK is subject to the approval
of the trustees of the said Retirement Plan, in accord with all
applicable laws, rules, practices and the terms of the said Retirement
Plan. SCI LLC will cause SCI LLC UK to reimburse Motorola, Ltd. for the
actual cost to Motorola or Motorola, Ltd. of providing such continued
benefits to the Transferred Employees, including a proportionate share
of administrative fees, which payment shall be made no later than the
twenty-fifth (25th) day of the month preceding the month for which
coverage shall continue; provided, however, that payment with respect
to coverage for the month of August shall be due no later than August
15, 1999 and provided further that Motorola, Ltd. has provided
reasonable evidence to SCI LLC UK of the amount and incurrence of all
such costs and fees, including those relating to the continued
Retirement Plan coverage referred to below. Motorola, Ltd. shall inform
SCI LLC UK of the amount to be reimbursed
3
<PAGE>
pursuant to this Agreement no later than the twentieth (20th) day of
the month preceding the month for which coverage shall continue;
provided, however, that Motorola, Ltd. shall inform SCI LLC UK of the
amount to be reimbursed pursuant to this Agreement for the month of
August 1999 no later than August 5, 1999. The parties agree that if the
trustees approve continued participation of the Transferred Employees
employed by SCI LLC UK in the Retirement Plan maintained by Motorola
Ltd., the parties will enter into an interim participation agreement to
be executed no later than August 31, 1999. Notwithstanding the
foregoing, if the trustees approve continued participation of the
Transferred Employees employed by SCI LLC UK in the Retirement Plan
maintained by Motorola Ltd., Motorola Ltd. shall inform SCI LLC UK of
the amount to be reimbursed pursuant to this Agreement for the actual
costs of providing continued Retirement Plan benefits, including a
proportionate share of the administrative fees, for the month of August
1999 no later than ten (10) Business Days after the trustee approval
and SCI LLC UK shall pay that amount to Motorola Ltd. within ten (10)
days of such notice.
7. Notwithstanding anything to the contrary in the EMA, with respect to
the transfer of assets and liabilities from the trust for the Motorola
Japan, Limited Tax Qualified Pension Plan (Retirement Pension Rule)
(the "MJL Plan") to the trust for the substantially identical defined
benefit Foreign Retirement Plan (the "SCG Japan Foreign Retirement
Plan") established by SCG Japan (as defined in Section 6.3(b) of the
EMA), and if necessary, from MJL (as defined in Section 6.3(b) of the
EMA) to SCG Japan, the aggregate amount to be transferred from the
trust for the MJL Plan and from MJL to the SCG Japan Foreign Retirement
Plan and to SCG Japan shall be equal to the greater of (i) the
Applicable DB Transfer Amount (as defined in Section 4.2(a) and
Schedule B of the EMA) and (ii) the amount legally allowed to be
transferred under the Corporate Income Tax Law of Japan with respect to
qualified pension plans (the "Transfer Amount") to the SCG Japan
Foreign Retirement Plan, and if applicable, SCG Japan in respect of the
pension liabilities to be assumed by the SCG Japan Foreign Retirement
Plan and SCG Japan pursuant to the EMA, in accordance with the
applicable Foreign Retirement Plan Transfer Agreement. If such Transfer
Amount is greater than the Applicable DB Transfer Amount, then SCI LLC
shall pay to Motorola (and not to MJL), no later than thirty-five (35)
days after the Closing Date, the difference between the Transfer Amount
and the Applicable DB Transfer Amount. Notwithstanding anything to the
contrary in Section 4.2(a) of the EMA, the portion of the Applicable DB
Transfer Amount payable from the trust of the MJL Plan to the trust of
the SCG Japan Foreign Retirement Plan shall be paid no later than sixty
(60) days after the Closing Date.
8. Notwithstanding Section 4.2(b) of the EMA or the Foreign Retirement
Plan Transfer Agreement for the Retirement Benefit Fund maintained by
the Existing Motorola Entity in Malaysia ("MSSB"), the Applicable DC
Transfer Amount shall not include the individual account balances
accrued as of the Closing Date for the Transferred Employees in
Motorola Semiconductor Sdn. Blid. who are "RF Employees" within the
meaning of the Motorola Assembly Services Agreement. If (i) an RF
Employee's employment with the SCI LLC Party in Malaysia ("SCI
Malaysia") terminates prior to or upon the termination of the RF
assembly services under the Motorola Assembly Services Agreement and
(ii) such RF Employee is not reemployed by Motorola promptly after the
earlier of (a) the date the RF Employee's service with SCI Malaysia
terminates and (b)
4
<PAGE>
the date the assembly services under the Motorola Assembly Services
Agreement is terminated, then Motorola shall pay to SCI Malaysia,
within thirty (30) days of receiving the notice referred to in the next
sentence, an amount in cash equal to the Applicable DC Transfer Amount
relating to the accrued benefits of such RF Employee as of the Closing
Date. SCI Malaysia shall provide prompt notice to Motorola of the
Applicable DC Transfer Amount of such RF Employee. If an RF Employee's
employment with SCI Malaysia does not terminate upon the termination of
the RF assembly services under the Motorola Assembly Services
Agreement, and within six (6) months of the date the RF assembly
services terminate SCI Malaysia provides Motorola with a one-time
written list of employees who shall remain in its employ, Motorola
shall transfer to SCI Malaysia, within thirty (30) days of receiving
the list, an amount in cash equal to the Applicable DC Transfer Amount
relating to the accrued benefits of such RF Employees as of the Closing
Date using such RF Employee's service and compensation earned as of the
Closing Date.
9. Coverage under Employee Benefit Plans maintained by SCG Parties for
Transferred Employees in China, Hong Kong, Japan, Korea, Singapore,
Taiwan, Thailand and the United States shall be effective August 1,
1999 at 12:01 a.m. (local time).
10. For any Transferred Employee who is age fifty (50) or older on the
Closing Date and who terminates employment at age 60 or older from the
SCG Party in France, Motorola or the Existing SCG Entity in France
shall promptly reimburse the SCG Party in France for the portion of the
cost of the Retirement Indemnity payable to such Transferred Employee
under the applicable industry agreement in effect on the Closing Date
relating to the Transferred Employee's service with the Existing SCG
Entity in France completed prior to the Closing Date. The above does
not require payment of any termination indemnity in France other than
the retirement indemnity specified here.
11. Notwithstanding the provisions in Section 4.2(b) of the EMA, the
parties agree that, with respect to Brazil, the transfer of any assets
and liabilities from a Retirement Plan maintained by Motorola Brazil to
a Retirement Plan maintained by the Brazil Sub shall occur no later
than the date permissible under local law, the Retirement Plan
maintained by Motorola Brazil and the Foreign Retirement Plan Transfer
Agreement. Motorola Brazil and the Brazil Sub shall use commercially
reasonable efforts to enter into a Foreign Retirement Plan Transfer
Agreement by August 31, 1999.
12. Section 4.2(b) of the EMA is amended so as not to require the transfer
of retirement plan assets from the Foreign DC Retirement Plan of the
Existing SCG Entity in Puerto Rico to an SCG Foreign DC Retirement Plan
maintained by an SCG Party in Puerto Rico. This provision shall not
relieve SCI LLC or any SCG entity operating in Puerto Rico of any of
their other obligations under the EMA, including their obligation under
Paragraph 2.4 and their obligations under 4.2(b), to establish an SCG
Foreign DC Retirement Plan for applicable Transferred Employees that
contains terms that are substantially identical to the terms of the
defined contribution plan of the corresponding Existing SCG Entity. SCI
LLC or any SCG Party operating in Puerto Rico shall reimburse the
Transferred Employees in Puerto Rico for any 1999 or Year 2000 tax
consequences of such amendment to such Transferred Employees derived
from the Transferred Employees' decisions as to the disposition of
their respective retirement assets, as of the Closing Date,
5
<PAGE>
in the Foreign DC Retirement Plan of the Existing SCG Entity. Motorola
agrees that it will take no affirmative steps to notify the Transferred
Employees that they will be reimbursed for such tax consequences, if
any, and Motorola agrees further that it will not distribute the
Transferred Employees' account balances, except at the request of the
Transferred Employees.
13. Notwithstanding the change of the definition of the Closing Date
pursuant to Section 1 of this Amendment, the definition of the Closing
Date shall be the closing date of the Recapitalization Agreement for
purposes of (a) determining the amount of assets and liabilities to be
transferred from Retirement Plans maintained by the Existing SCG
Entities in Hong Kong, Thailand and the United States and (b) the
timeframe for transferring such assets and liabilities pursuant to the
EMA, the US Retirement Plan Transfer Agreements and the Foreign
Retirement Plan Transfer Agreements. With respect to Japan, the
definition of Closing Date for purposes of (a) and (b), above, shall be
August 1, 1999.
14. Section 6.3(a) of the EMA is amended by adding a new clause (x) at the
end of the first sentence thereof reading as follows: "(x) the
continued participation of the SCI LLC UK employees in the Employee
Benefit Plans of Motorola, Ltd, for events that occur during the
transition period described in Section 6 of this Amendment."
15. With respect to the Retirement Plan maintained by Motorola de Mexico
("Motorola Mexico Retirement Plan"), Motorola shall indemnify and
reimburse SCGM, the SCG Party in Mexico, for (x) payments made by SCGM
(pursuant to a final judgment issued by a competent authority or by
agreement by and between Motorola and SCGM or by settlement of any
claim for such payments) in accordance with Article Sixth of the
Motorola Plan to the Active Participants, as defined in the Motorola
Mexico Retirement Plan, who have been transferred to SCGM through an
employer substitution; provided that such payment obligation has been
owing before the effective date of the employer substitution (July 31,
1999), or as a consequence of the employer substitution and (y) for
reasonable expenses incurred by SCGM for the defense of any claim in
such regard, including without limitation reasonable attorneys fees.
Notwithstanding the above, should SCGM receive a claim under Article
Sixth of the Motorola Mexico Retirement Plan, it shall immediately
tender the defense of such claim to Motorola or the Existing SCG Entity
in Mexico and shall grant Motorola or the Existing SCG Entity in Mexico
all appropriate documentation, including powers of attorney, necessary
to select counsel and otherwise fully control the defense and/or
settlement of said claim. SCGM shall cooperate in the defense of said
claim, including but not limited to making witnesses available upon
reasonable request of Motorola or the Motorola SCG Entity. Any payment
obligation arising under the SCGM Plan after the effective date of the
employer substitution will be the sole and exclusive responsibility of
SCGM under the SCGM Plan and in its capacity as substitute employer of
Motorola. SCGM shall keep Motorola currently and promptly abreast of
any claim made under Article Sixth of the Motorola Mexico Retirement
Plan.
16. Except as amended hereby, the EMA shall continue in full force and
effect between the parties.
6
<PAGE>
17. Notwithstanding Paragraph 8.5 of the EMA, this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by or against
the parties hereto and their respective successors and assigns;
provided, however, that neither party hereto may assign this Agreement
except to a party that acquires all or substantially all of the assets
of the assigning party or to or for the account of the lenders
providing bank financing solely and specificially for the purpose of
securing such bank financing in connection with the Recapitalization
Agreement and the transactions related thereto.
7
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this amendment to
the Employee Matters Agreement to be duly executed on its behalf by its duly
authorized officer as of the day and year first written above.
MOTOROLA INC.
By: /s/ CARL F. KOENEMANN
-----------------------------------------
Title: EXECUTIVE VICE PRESIDENT AND CHIEF
-------------------------------------
FINANCIAL OFFICER
--------------------------------------------
SCG HOLDING CORPORATION
By: /s/ THEODORE W. SCHAFFNER
-----------------------------------------
Title: VICE-PRESIDENT
--------------------------------------
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
By: /s/ THEODORE W. SCHAFFNER
-----------------------------------------
Title: VICE-PRESIDENT
--------------------------------------
8
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 1.3(a)
INACTIVE SCG EMPLOYEES
<PAGE>
MOTOROLA, INC.
SCG LEAVE OF ABSENCE EMPLOYEE - FRANCE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE FRANCOISE BERGEON 22300118
</TABLE>
2
<PAGE>
MOTOROLA, INC.
SCG LEAVE OF ABSENCE EMPLOYEE - GERMANY
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG Germany Rita Martin 23311797
</TABLE>
3
<PAGE>
MOTOROLA, INC.
SCG LEAVE OF ABSENCE EMPLOYEE - MALAYSIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG Malaysia MUHAMAD FAIZAL BIN HASAN 22300118
</TABLE>
4
<PAGE>
MOTOROLA, INC.
SCG LEAVE OF ABSENCE EMPLOYEE - MEXICO
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Sanchez Diaz, Maria Cristina 44011951
SCG ZMEX2 Romo Gaona, Blanca Patricia 44012382
SCG ZMEX2 Urzua Hernandez, Ma. Natividad 44006494
SCG ZMEX2 Martinez Ramirez, Ma. Eugenia 44009718
</TABLE>
5
<PAGE>
MOTOROLA, INC.
SCG LEAVE OF ABSENCE EMPLOYEE - JAPAN
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
AIZ Kato, Takashi 58312133
AIZ Yonemichi, Yuko 50896523
VSP2 AIZ Endo, Yuko 50871666
AIZ Niida, Kazuyo 50915578
GOT Yamazaki, Kyoko 50911096
AIZ Takahashi, Hiroshi 50937053
</TABLE>
6
<PAGE>
MOTOROLA, INC.
SCG EMPLOYEES ON LEAVE OF ABSENCE - U.S.
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG AZ01 ARRIETA, ELZABETH 10118713
SCG AZ01 ARTHUR, JOHN 18001768
SCG AZ01 AVILA, JUAN C 18001690
SCG AZ01 BAKER, BRIAN 18003856
SCG AZ01 BARGE, LAURA A 10071673
SCG AZ01 BARRY, ELIZABETH A 10071156
SCG AZ01 BARTOLINI, MARIA E 1009825
SCG AZ01 BEHN, RICK A 10093518
SCG AZ01 BENTON, ZOI 10088663
SCG AZ01 BISHOP, BRYAN 18003712
SCG AZ01 BONAWITZ, KAREN K 10099591
SCG AZ01 BONDI, MICHAEL 10061853
SCG AZ01 BOSCO, BRUCE 18005058
SCG AZ01 BRYANT, TAMIKA L 18005450
SCG AZ01 BRYANT, JANE C 10099797
SCG AZ01 CANEZ, GLORIA V 10071908
SCG AZ01 CASTANEDA, BRENDA M 10078826
SCG AZ01 CHRISTIE, JOHNJ 18001512
SCG AZ01 DARBHA, RENUKA 15001573
SCG AZ01 DORAN, JAMES B 13004157
SCG AZ01 DWYER-NOTAR, DENISE J 10016642
SCG AZ01 EICHER, JANET L 10073994
SCG AZ01 EPSTEIN, BETH 18005109
SCG AZ01 ESQUER, FRANCES A, 10074679
SCG AZ01 FRANKLIN, COURTNEY 16005576
SCG AZ01 GARCIA, ARMINDA O 10057626
SCG AZ01 GARCIA, MARYANN C 10079765
SCG AZ01 GLENN, ERIC E 10116666
SCG AZ01 HALAMEK, THERESA G 10128251
SCG AZ01 HISER, WAYNE C 10076966
SCG AZ01 HOANG, CAROLYN 18005105
SCG AZ01 HUMBERT, DONALD L 10111461
SCG AZ01 JACKSON, WADE L 10080817
SCG AZ01 JARDINE, JASON l0005574
SCG AZ01 JOHNSON, AGNES N 10053278
SCG AZ01 KENNON, DAVID A 10041008
SCG AZ01 KING, KRINDA 10081745
SCG AZ01 KWONG, SAM 18001030
SCG AZ01 LASHBROOK, SHANNON 15005610
SCG AZ01 LE, CINDY 18001026
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C>
SCG AZ01 LILES, KATHLEEN 10073265
SCG AZ01 LOKKANOWALA, MOHAMMED 18003969
SCG AZ01 MALAND, BRETT 18001244
SCG AZ01 MCCLURE, CARLI A 18001543
SCG AZ01 MILLER, CHRISTY J 10104749
SCG AZ01 MILLER, ERIC 18000199
SCG AZ01 MILLER, LAURA H 16004219
SCG AZ01 MIRANDA, BERTHA D 10072475
SCG AZ01 NGUYEN, QUYNH 18003983
SCG AZ01 OTERO, ROSE M 10090843
SCG AZ01 PASGALE, JOSEPH F 18001738
SCG AZ01 PERDOMO, ROSA 10079512
SCG AZ01 PETE, JACQUELINE 10078175
SCG AZ01 POPE, KEVIN R 18001490
SCG AZ01 POTTS, DOLORES M 10136754
SCG AZ01 QUIRKE, PAUL J 10020273
SCG AZ01 RANGEL, PATRICIA P 10071136
SCG AZ01 RAY, BARBARA J 10079017
SCG AZ01 RICKS, LEMA F 18001565
SCG AZ01 ROBERTS, STEPHEN J 10116385
SCG AZ01 ROBLES, JARROD H 10136367
SCG AZ01 RODRIGUEZ, CUAUHTEMOC 18001692
SCG AZ01 ROGERS II, RAYMOND D 10086658
SCG AZ01 SAIZ, TINA L 10081015
SCG AZ01 SCHUH, SHEILA A 10107615
SCG AZ01 SECRIST, DUANE W 10048220
SCG AZ01 SORRELS, JANET E 10075149
SCG AZ01 THOMPSON, LYNETTE B 18005136
SCG AZ01 TOMA, DENNIS W 10136741
SCG AZ01 VALENZUELA, PATRICIA L 10075157
SCG AZ01 VICARIO, JEFF M 10091014
SCG AZ01 WASME, WILLIAM D 10048350
SCG AZ01 WELLS, MARTHA C 10113904
SCG AZ01 WHEATON, ROBERT 10080970
SCG AZ01 WILSON, KIMBERLY 18005421
SCG AZ01 WINN, ELIZABETH 18005126
SCG AZ01 WOLF, PATRICIA 10007860
SCG AZ09 BARBOSA, AURORA T 10081170
SCG AZ09 DOMER, KRISTEN E 18005129
SCG AZ09 LYON, LAURA K 10098818
SCG AZ10 ALVAREZ, VANESSA 18001481
SCG AZ10 BAKER, SANDRA L 10080917
SCG AZ10 BRASKARAN, GEETHA 18005107
SCG AZ10 CASTREJON, JUAN M 18005141
SCG AZ10 GILL, DEBORAH 18001041
SCG AZ10 HATHAWAY, ERIC 18005339
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C>
SCG AZ10 SUHARDJA, TJAHJADI 18005144
SCG AZ10 THUENEN, MICHAEL 18000940
SCG AZ10 THUENEN JR, DANIEL M 18005127
SCG AZ10 ZAMORA, ARTURO 18001375
SCG AZ10 DOSTALOVA, HANA 18005365
SCG AZ11 HUGHES, VICTORIA J 10079775
SCG AZ11 WESTERHOFF, KELLY 18001711
SCG AZ34 ADAMS, DON L 10098785
SCG AZ34 ALEXANDER, ABBY A 18005118
SCG AZ34 ASCHIERI, JULIAN 18005650
SCG AZ34 BAUMANN, JASON S 10118778
SCG AZ34 COSHOW, JANE E 10085283
SCG AZ34 DIGESUALDO, LAURA J 10070726
SCG AZ34 GUPTILL, TRAVIS 18005063
SCG AZ34 JARRETT, NICOLE M 18005260
SCG AZ34 JUDGE, JOHN S 10064010
SCG AZ34 MARTIN, KATHLEEN D 10080673
SCG AZ34 NICKERSON, LARRY A 10046903
SCG AZ34 PHAM, TRANG 18001421
SCG AZ34 PIOTH, DENNIS 10053337
SCG AZ34 STEENIS, JOHN M 18005117
SCG AZ34 STELZER, BERTRAM 10005286
SCG AZ34 WANG, RAYMOND C 18005606
SCG IL03 CHAIN, WARREN O 10008359
</TABLE>
9
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 1.3(b)
TRANSFERRED EXPATRIATE EMPLOYEES
<PAGE>
MOTOROLA, INC.
EXPATS - CZECH REPUBLIC
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
Roznov-Czech R. Daniel R. Huettl
Roznov-Czech R. Fernando A. Bello
Roznov-Czech R. Thibault Kassir
</TABLE>
2
<PAGE>
MOTOROLA, INC.
SCG EXPATRIATES - FRANCE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE KEADLE, RANSOM W 10082391
SCG FRANCE KINGZETT, PETER W 10082595
SCG FRANCE MILLAR, BRIAN M 10037242
SCG FRANCE PETERSON, WILLIAM R 10081057
</TABLE>
3
<PAGE>
MOTOROLA, INC.
SCG EXPATRIATE EMPLOYEES -- GERMANY
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG GERMANY DUNNING, MICHAEL 10069073
SCG GERMANY BARBEHENN, MICHAEK T 10118114
</TABLE>
4
<PAGE>
MOTOROLA, INC.
TRANSFERRED EXPATRIATE EMPLOYEES - MALAYSIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG PHOENIX AZHAR BIN OTHMAN 83014437
SCG INDONESIA WAN ZAINUZZAMAN B WAN YUSOF 83007402
SCG LESHAN, CHINA ALBERT LOH
SCG LESHAN, CHINA C.S. LOONG
SCG LESHAN, CHINA H.F. LEE
</TABLE>
5
<PAGE>
MOTOROLA INC.
TRANSFERRED EXPAT SCG EMPLOYEES -- PHILIPPINES
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
EXPAT PHILIPPINES KOLA A AKINADE 77012488
EXPAT PHILIPPINES KOZIOL C CRAIG 10076356
</TABLE>
6
<PAGE>
MOTOROLA, INC.
TRANSFERRED EXPATRIATE EMPLOYEES - SINGAPORE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG S'pore NIRAJ KOHLI
SCG S'pore HENRY LEUNG
SCG S'pore STEVEN LOW
SCG S'pore STEVEN CONROY
SCG S'pore KIM HEA LYEONG 01421889
</TABLE>
7
<PAGE>
MOTOROLA, INC.
SCG EXPATRIATES - UNITED KINGDOM
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG UNITED KINGDOM MARIANO JR, VIC L 10053004
SCG UNITED KINGDOM HOLLAND, RICKY D 10058543
SCG UNITED KINGDOM HUFFMAN, RODNEY R 10073143
SCG UNITED KINGDOM HAVER, HARRISON B 10075788
SCG UNITED KINGDOM RICKETTS, ROBERT L 10096662
SCG UNITED KINGDOM ASHMORE, LUCINDA N 10109644
SCG UNITED KINGDOM ZABASAJJA, EDWARD B 10120348
</TABLE>
8
<PAGE>
MOTOROLA, INC.
EXPATRIATE SCG EMPLOYEES -- UNITED STATES
<TABLE>
<CAPTION>
GROUP LOCATION EMPLOYEE NAME COMMERCE ID
- ----- -------- ------------- -----------
<S> <C> <C> <C>
SCG ZFR11 BARNES, DOUGLAS A 10096930
SCG ZFR11 KEADLE, RANSOM W 10082391
SCG ZFR11 KINGZETT, PETER W 10082595
SCG ZFR11 LEADBETTER, DIANA E 10021297
SCG ZFR11 MILLAR, BRIAN M 10037242
SCG ZFR11 PETERSON, WILLIAM R 10081057
SCG ZFR11 SUNDSTROM, RAY D 10068115
SCG ZHK08 KOHLI, NIRAJ 10084140
SCG ZKR01 BLOOMFIELD, STEVEN 10081525
SCG ZMEX2 HOFFMAN, MICHAEL J 10048395
SCG ZMEX2 VELARDE, ALFREDO 10026984
SCG ZMEX2 WALKER, RANDALL E 10063406
SCG ZMY02 KELLER, GERALD J 10063346
SCG ZMY04 RALEIGH, CARL J 10001303
SCG ZSG03 RAY, CATHERINE E 10067267
SCG ZSW05 MILLER, ARTHUR R 10069657
SCG ZUK07 ASHMORE, LUCINDA N 10109644
SCG ZUK07 BERRINGER, KENNETH A 10017966
SCG ZUK07 HAVER, HARRISON B 10075788
SCG ZUK07 HOLLAND, RICKY D 10058543
SCG ZUK07 HUFFMAN, RODNEY R 10073143
SCG ZUK07 MARIANO JR., VIC L 10053004
SCG ZUK07 RICKETTS, ROBERT L 10096662
SCG ZUK07 ZABASAJJA, EDWARD B 10120348
SCG ZWG18 BARBEHENN, MICHAEL T 10118114
SCG ZWG18 DUNNING, MICHAEL L 10069073
</TABLE>
9
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 1.3(c)
TRANSFERRED SCG EMPLOYEES
MOTOROLA INC.
1
<PAGE>
TRANSFERRED SCG EMPLOYEES - AUSTRALIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG Aus BOENTORO SRIWATI 00280204
</TABLE>
2
<PAGE>
TRANSFERRED SCG EMPLOYEES - CANADA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG TORONTO CONWAY, HARRY 36934430
SCG MONTREAL GRECO, ORESTE 36110060
SCG OTTAWA MUTTER, JAMES 36103290
SCG MONTREAL PAPALIA, RALPH 36838320
SCG TORONTO RIZZI, ANGELA 36110250
SCG TORONTO SPADAFORA, ORNELLA 36111330
SCG TORONTO TSE, CINDY 36874600
SCG TORONTO HOBBS, THOMAS 36976420
SCG TORONTO LARMOUR, JON 36581230
SCG TORONTO SIMMONS, BIRCH 36111450
SCG MONTREAL COTE, CATHERINE 32003429
</TABLE>
1
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - CHINA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG CHINA SONG JIAN TONG 93000200
SCG CHINA ZHANG HAI FENG 94000460
SCG CHINA LIN MING 94000020
SCG CHINA FELIX LIAO GZ139
SCG CHINA ZILLIAN YU 94000037
</TABLE>
2
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - CZECH REPUBLIC
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG CZECH REPUBLIC ANDREI USHAKOV 30000559
SCG CZECH REPUBLIC IVANA BARTOVA 30000552
SCG CZECH REPUBLIC PAVEL POLASEK 30000550
SCG CZECH REPUBLIC RADKA HRUBANOVA 30000567
SCG CZECH REPUBLIC VLADIMIR KOCI 30000558
SCG CZECH REPUBLIC VLADIMIRA GASPAROVA 30000551
SCG CZECH REPUBLIC THIBAULT KASSIR 30000556
SCG CZECH REPUBLIC RADEK VACLAVIK 30000562
SCG CZECH REPUBLIC ANTONIN ROZSYPAL 30000541
SCG CZECH REPUBLIC DAVID GRUZA 30000532
SCG CZECH REPUBLIC EMANUEL MATYAS 30000548
SCG CZECH REPUBLIC FRANTISEK GABRLIK 30000536
SCG CZECH REPUBLIC FRANTISEK MIKULENKA 30000538
SCG CZECH REPUBLIC FRANTISEK SUKUP 30000542
SCG CZECH REPUBLIC GERARD BOLESLAWSKI 30000560
SCG CZECH REPUBLIC IRENA POLACKOVA 30000535
SCG CZECH REPUBLIC JAROMIR SKRICKA 30000549
SCG CZECH REPUBLIC JOSEF HALAMIK 30000540
SCG CZECH REPUBLIC LADISLAV MATYAS 30000545
SCG CZECH REPUBLIC LUDMILA ARPOVA 30000561
SCG CZECH REPUBLIC MARTIN KEJHAR 30000554
SCG CZECH REPUBLIC MICHAL POLACH 30000555
SCG CZECH REPUBLIC PETER KAKOS 30000525
SCG CZECH REPUBLIC PETER NENICKA 30000553
SCG CZECH REPUBLIC PETR KADANKA 30000546
SCG CZECH REPUBLIC RADOMIR LENHARD 30000521
SCG CZECH REPUBLIC ROMAN URBAN 30000539
SCG CZECH REPUBLIC ROSTISLAV VINKLER 30000543
SCG CZECH REPUBLIC STANISLAV BANAS 30000522
SCG CZECH REPUBLIC THIBAULT KASSIR 30000556
SCG CZECH REPUBLIC VACLAV LAPKA 30000534
</TABLE>
3
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - FRANCE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE AGNES LE CLERC 22309976
SCG FRANCE ALAIN ALAUZET 22304272
SCG FRANCE ALAIN BOUILLY 22305646
SCG FRANCE ALAIN CUNNAC 22303289
SCG FRANCE ALAIN DELPLANQUE 22304159
SCG FRANCE ANGEL ROGGERO 22303077
SCG FRANCE ARNAUD CHATEIGNON 22306328
SCG FRANCE BERNARD AZALBERT 22304634
SCG FRANCE BERNARD CLARYSSE 22305660
SCG FRANCE BERNARD ROUSSET 22012326
SCG FRANCE BRUNO BEYRON 22012343
SCG FRANCE CATHERINE CHANDIOUX 22011684
SCG FRANCE CATHERINE DAVID 22309450
SCG FRANCE CATHERINE GOYON 22308167
SCG FRANCE CELINE DELOYE 22012694
SCG FRANCE CHRISTEL MOREAU 22010715
SCG FRANCE CHRISTELLE DELAGE 22011346
SCG FRANCE CHRISTELLE PIZARD 22012468
SCG FRANCE CHRISTOPHE BASSO 22011821
SCG FRANCE CHRISTOPHER FULLER 22316187
SCG FRANCE DANIEL DEJEAN 22303863
SCG FRANCE DANIEL DUBREUIL 22302604
SCG FRANCE DANIEL FUSILS 22315766
SCG FRANCE DANIEL ZURAWSKI 22303819
SCG FRANCE DANIELLE MARCOUIRE 22300725
SCG FRANCE DIDIER BESOMBES 22305371
SCG FRANCE DOMINIQUE DUMORTIER 22303902
SCG FRANCE DOMINIQUE OMET 22011240
SCG FRANCE EAMONN AHEARNE 22010003
SCG FRANCE EDMOND GALLARD 22303608
TSG FRANCE ERICK PEREDO-PEREZ 22010728
SCG FRANCE EVGUENIY STEFANOV 22012498
SCG FRANCE FABIENNE JUND 22305636
SCG FRANCE FRANCK ROUX 22316417
SCG FRANCE FRANCOIS COMES 22302394
SCG FRANCE FRANCOIS LHERMITE 22304927
SCG FRANCE FRANCOIS MILLERET 22311515
SCG FRANCE GEERT DE VUYST 22010738
SCG FRANCE GERALDINE BERTRAND 22011644
SCG FRANCE GERARD LE FLOC'H 22303253
SCG FRANCE HENRI LENGUIN 22300295
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE HERVE MARCHIONINI 22010283
SCG FRANCE IVANA DERAM 22012139
SCG FRANCE J.JACQUES ROLLAND 22303407
SCG FRANCE JACQUELINE SOULA 22300028
SCG FRANCE JACQUES MEILHON 10071474
SCG FRANCE JACQUES NAVARRO 22303379
SCG FRANCE J-BAPTISTE MARTIN 22304507
SCG FRANCE JEAN BIELLE 22301376
SCG FRANCE JEAN-CLAUDE HAREL 22012496
SCG FRANCE JEAN-CLAUDE VACHER 22300899
SCG FRANCE JEAN-MARIE DOUTREWE 22309453
SCG FRANCE JEAN-PAUL TARIT 22301803
SCG FRANCE JIRI LANGER 30000523
SCG FRANCE JOEL TURCHI 22308811
SCG FRANCE JOHN ADERA 22012217
SCG FRANCE JOSEPH HAMID 22307574
SCG FRANCE KARINE WOJCIECHOWSKI 22012149
SCG FRANCE KOLSAKD YEM 22307766
SCG FRANCE LEADBETTER, DIANA E 10021297
SCG FRANCE LUCIE NECHANICKA 30000524
SCG FRANCE M.CLAUDE PLAIGNAUD 22303018
SCG FRANCE MARIE-CARMEN BRAVO 22306557
SCG FRANCE MARIE-THERESE CAPRON 22309808
SCG FRANCE MARLYNE MORALY 22316287
SCG FRANCE MAURICE SECOURGEON 22309583
SCG FRANCE MICHAEL BAIRANZADE 22301221
SCG FRANCE MICHEL BOURLATCHKA 22304388
SCG FRANCE MICHELLE FERRET 22301279
SCG FRANCE MONIQUE PRIGENT 22316126
SCG FRANCE MONIRAT UNG 22011575
SCG FRANCE NATHALIE DUNOUAU 22011957
SCG FRANCE NICOLE GRANGER 22303295
SCG FRANCE OLIVIER CHAMBRIER 22010712
SCG FRANCE OUIDED DE HEAULME 22012172
SCG FRANCE PASCAL AIGOUY 22308933
SCG FRANCE PASCAL BERNARD 22309389
SCG FRANCE PASCAL OTERO 22306733
SCG FRANCE PATRICK GANDOL 22011629
SCG FRANCE PATRICK ROUSSET 22305653
SCG FRANCE PHILIPPE GOYHENETCHE 22312254
SCG FRANCE PHILIPPE MARTY 22301393
SCG FRANCE PHILIPPE SOUM 22309913
SCG FRANCE PIERRE MALET 22010450
SCG FRANCE PIERRE-AXEL BERLAND 30000531
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE PRISCILLE VIGAND 22012033
SCG FRANCE RAINER PERSCH 22309683
SCG FRANCE REGINE GANDNER 22316188
SCG FRANCE RICHARD SALLES 22304763
SCG FRANCE ROLAND CAUNES 22302503
SCG FRANCE SERGE LAVIE 22309143
SCG FRANCE SUNDSTROM, RAY D 10068115
SCG FRANCE TARANEH JUHEL 22010894
SCG FRANCE THIERRY LARTAUD 22012324
SCG FRANCE THIERRY VIARD 22010798
SCG FRANCE VALERIE MEYER 22010809
SCG FRANCE VINCENT MOURET 22316353
SCG FRANCE WILLEM VAN ECK 22309454
SCG FRANCE XUAN-QUANG NGUYEN 10110031
SCG FRANCE ALAIN GOLDSTEIN 22303409
SCG FRANCE ALINE MARTINEZ 22302579
SCG FRANCE ANNIE DAUDE 22306143
SCG FRANCE ARLETTE BUSQUE 22302026
SCG FRANCE ARNAUD BOURGOING 22012914
SCG FRANCE BERNADETTE BISIAUX 22300380
SCG FRANCE CATHERINE METCHE 22303316
SCG FRANCE CHRISTIAN BAUMES 22306085
SCG FRANCE CHRISTIANE GUIBERT 22314872
SCG FRANCE CLAUDE DUPUY 22306737
SCG FRANCE CLAUDE SERRES 22306058
SCG FRANCE FERIDA ARCON 22300185
SCG FRANCE FLORENT CHANTAL 22309622
SCG FRANCE FRANCK VOLTO 22306536
SCG FRANCE FRANCOISE CAILLET 22305672
SCG FRANCE GEORGETT ISKANDAROFF 22301085
SCG FRANCE GERARD BODIOT 22303186
SCG FRANCE GERARD RODRIGUEZ 22300282
SCG FRANCE GILBERTE PYANEE 22315415
SCG FRANCE HUGUETTE BISIAUX LARRO 22303770
SCG FRANCE INES CANTALOUBE 22300504
SCG FRANCE JEAN-LOUIS CABANIER 22301253
SCG FRANCE JEROME CHAPON 22307223
SCG FRANCE KOLSAKD YEM 22307766
SCG FRANCE LYDIE BAPTISTE 22304743
SCG FRANCE M.CHRISTINE DEURE 22306137
SCG FRANCE MARIE GAYE 22301152
SCG FRANCE MARTINE NAVARRO 22300140
SCG FRANCE MICHEL ARDIT 22300415
SCG FRANCE MIREILLE SOULIER 22305743
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG FRANCE MONIQUE BARDINA 22303275
SCG FRANCE NATHALIE POIRIER-JANEZ 22012188
SCG FRANCE NICK SMITH 22012151
SCG FRANCE PASCALE GERAUD 22010746
SCG FRANCE PATRICK DELPERIE 22302183
SCG FRANCE REGINE SIONNEAU 22300383
SCG FRANCE VERONIQUE PONY 22307948
SCG FRANCE WILLEM VAN ECK 22309454
SCG FRANCE XUAN-QUANG NGUYEN 10110031
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - GERMANY
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG GERMANY ANNE SEGUIN 23312665
SCG GERMANY ARNO WINKLER 23312584
SCG GERMANY ASTRID BECKER 23312398
SCG GERMANY CAMILLA WEBER 23312439
SCG GERMANY GEORG LANGHELD 23116255
SCG GERMANY GERHARD GRIMM 23311154
SCG GERMANY HANS WEILNHAMMER 23312215
SCG GERMANY HERIBERT CHUDALLA 23311202
SCG GERMANY INGRID LANGER 23312661
SCG GERMANY JOERG MEESE 30003919
SCG GERMANY KARLHEINZ NOLDE 23312198
SCG GERMANY RALF BERMOND 23312240
SCG GERMANY ROSCHANA FARHAD 23312637
SCG GERMANY SIEGBERT SAUER 23311104
SCG GERMANY SUSAN SAMHABER 23311523
SCG GERMANY TANJA HARTNETT 23312490
SCG GERMANY ULRIKE WANG 23311456
SCG GERMANY WOLFGANG STAMMEL 23311705
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - HONG KONG
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG HK CHAN, YEE LEE AGNES 79201251
SCG HK CHENG, OI LUN 79029360
SCG HK NG, WAI KWAN STEPHEN 79000106
SCG HK CHAN, CHUN CHUNG ANDY 79068349
SCG 14K CHAN, PING YIM 790008338
SCG HK CHAU, YING FAI EDWIN 79069345
SCG HK CHOW, YUK PING DAISY 79068101
SCG HK HO, YING CHEONG ALBERT 79028312
SCG HK LAW, WO PING 79068926
SCG HK LEE, CHUNG PAK 79028134
SCG HK LEUNG, CHI HUNG 79084450
SCG HK LEUNG, WAI MING 79047686
SCG HK MAK, TAI CHI 79066010
SCG HK WAN, HON PING 79078522
SCG HK CHAN, KWAI TIM JACKIE 79069108
SCG HK LAM, TSI FUNG 79065854
SCG HK LAU, BING KONG 79021750
SCG HK LEE, KAM CHEONG JACKSON 79068060
SCG HK LEUNG, KAI CHUNG 79068721
SCG HK SIN, YAU SING SAMUEL 79065021
SCG HK TSANG, WAI KEUNG 79022209
SCG HK WONG, YEE KONG DICKEY 79083364
SCG HK YU, OI KWAN IVY 79016721
SCG HK YU, YAT MING, SIMON 79067660
SCG HK CHOW, SAU FONG 79079740
SCG HK KO, WAI PUN STEPHEN 79049026
SCG HK LAM, FOO HING DENNIS 79067067
SCG HK PONG, TING HOK EDDIE 79061824
SCG HK PONG, YUET MING CANDY 79034479
SCG HK TAM, WAI MAN STANLEY 79029190
SCG HK CHAN, HA YEUNG 79066826
SCG HK CHENG, CHI MING 79022578
SCG HK CHOW, HON KEI 79029343
SCG HK FUNG, KWOK BIU 79022454
SCG HK HO, CHUNG WING 79048526
SCG HK HO, YUN KING 79013102
SCG HK KWOK, MEI YING 79049450
SCG HK LUI, YEE TAT 79036048
SCG HK MOK, SAI MING STEVE 79033227
SCG HK OMAR, JORA LUCY 79082953
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG HK TAN, PATRICK 79008699
SCG HK TO, WING SHING 79022489
SCG HK TSE, WING KEUNG 79017485
SCG HK WONG, MAN KONG VINCENT 79082732
SCG HK YAN, MO CHING JOANN 79087041
SCG HK LAW, KIM LOONG 79082783
SCG HK MA, KAM PUI MICHAEL 79082392
SCG HK WONG, JACK Y 18005089
SCG HK CHAN, PAK KAM PEGGY 79033910
SCG HK CHAN, PUI YAN RUBY 79201944
SCG HK CHAN, TAT MAN BENNY 79020613
SCG HK CHEUNG, SAN TAT 79088943
SCG HK LAM, WAI KWAN PUPA 79028720
SCG HK LEE, WAI WAN VIVIAN 79082325
SCG HK LEUNG, LAI HAR 79002275
SCG HK CHAN, SIU HUNG 79067858
SCG HK WONG, ON PO 79203203
SCG HK CHAN, SANG 79023744
SCG HK CHAN, SUI CHUNG PAUL 79079472
SCG HK CHAN, WING NING CIMIY 79079324
ScG HK CHEUNG, GUY FUNG KAI 79060128
SCG HK CHU, KA LON 79063836
SCG HK FUNG, HIU SIU BERNARD 79089249
SCG HK IU, CHO NGAN TERRY 79021709
SCG HK LAI, CHAN YU NELSON 79087351
SCG HK LAW, KAM PING ERIC 79086240
SCG HK LING, HOK SUN LAWRENCE 79065804
SCG HK NG, SIU CHONG DANIEL 79037591
SCG HK SIU, MAN YUI 79202398
SCG HK TONG, SUK CHUN ANGELA 79079120
SCG HK WONG, KWONG YIN MICHEAL 79080411
SCG HK YU, ZHI SHENG 79201553
SCG HK CHAN, LAI PING LEETEE 79061418
SCG HK NGAN, KIT LING RUBY 79048127
SCG HK CHAN, HOR YAN KARINA 79077550
SCG HK LEE, SHUK CHING IRENE 79201154
SCG HK TSANG, CHI HING SARA 79048453
SCG HK TSE, MAN SHEUNG 79033987
SCG HK SUNG, CAROL 79203289
SCG HK CHAN, FUK HUNG JACKIE 79087530
SCG HK CHAN, HUNG KEE DESMON 79089338
SCG HK CHAN, PAK FUN MANSON 79083720
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG HK HO, KAI HON 79022535
SCG HK HO, WAI CHI EDWARD 79203440
SCG HK LAI, KAI YU ANTHONY 79069051
SCG HK LAM, WAI MAN EDWARD 79082210
SCG HK LUNG, HANG SANG KENNY 79079634
SCG HK MAN, KAM FAI BONAP 79202649
SCG HK MAN, TZE KAU 79201200
SCG HK CHUI KIN MAN 79078999
SCG HK LIEW, CHUN MENG 79088145
SCG HK CHAN T Y DOUGLAS 79201227
SCG HK WONG, WING KAI KEN 79087734
SCG HK CHUI, KIT WA EVA 79078026
SCIS HK HO, KIN BONG JAY 79066044
SCG HK LAU, KAR MAN KATHLEEN 79084727
SCG HK WONG, SHU KING PETER 79033138
SCG HK LO, LAI YING 79078182
SCG HK YEUNG, CHI HO 79201863
SCG HK NG, YIN LING 79201820
SCG HK YEUNG, KEE CHEONG 79033391
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - INDIA
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG India LAKSHMINARAYAN V.S. 00400124
SCG India MURTHY SUNITHA S. 00400055
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - IRELAND
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG IRELAND CATHERINE WILEY 24700801
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - ISRAEL
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ISRAEL SHMIL FROMAN 28307522
SCG ISRAEL SIMA GABAY 28307517
SCG ISRAEL RONEN TAIZI 28307525
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - ITALY
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ITALY ANDREA S DANGIO 26310304
SCG ITALY DANILO CURTI 26310149
SCG ITALY MARIO C ORLANDI 26310184
SCG ITALY MAURIZIO FERRARI 30005369
SCG ITALY RITA M CERUTI 26310054
SCG ITALY LUCIA SENAPE 26310060
SCG ITALY PATRIZIA DORATO 26310080
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - JAPAN
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ UKAWA, KAZUO 50851091
AIZ SUZUKI, KOICHIRO 50851224
AIZ SUDA, NORIKAZU 50851239
AIZ MAKABE, YOICHI 50860398
AIZ SATO, TAKAO 50860898
AIZ OTAKE, NATSUO 50861173
AIZ EIRAKU, KOEI 50870470
AIZ SATO, AKIHIRO 50871413
AIZ MAEDA, YASUNORI 50871517
AIZ KOYAMA, IZUMI 50871671
AIZ HAYASHI, NORIKO 50871686
AIZ CHIKURA, FUSAKO 50871715
AIZ TUNODA, YUJI 50872887
AIZ HOJO, YOICHI 50872892
AIZ WATANABE, HIROYUKI 50872901
AIZ KOIKE, KOKI 50873211
AIZ KURIMURA, SHOZO 50882414
AIZ TANAKA, HIROYUKI 50882647
AIZ NAMAE, KAZUTOSHI 50882687
AIZ HARA, MANABU 50882721
AIZ HIRAYAMA, KATSUTOSHI 50882741
AIZ MATSUZAWA, KAZUMORI 50882761
AIZ SUZUKI, YURIKO 50882870
AIZ IIZUKA, YUKO 50882890
AIZ SANPEI, HITOMI 50882974
AIZ ANAZAWA, HIROYUKI 50896112
AIZ KAWASHIMA, TETSUYA 50896261
AIZ KIMURA, NORIHIRA 50896281
AIZ IWASE, YUKIE 50896489
AIZ SUZUKI, TAKESHI 50896652
AIZ KANDA, TAKAHIRO 50906093
AIZ ICHIJO, HIDEYUKI 50906157
AIZ SATO, HIDENOBU 50906162
AIZ HOSHI, HIDEKI 50906315
AIZ HOJO, CHINORI 50906800
AIZ ICHIJU, KAZUHIRO 50915167
AIZ SAZE, KOJI 50915221
AIZ HIRANO, TETSUJI 50915330
AIZ TANAKA, ATSUSHI 50915370
AIZ WATANABE, MASAFUMI 50915523
AIZ TOMIYAMA, KATSUHIRO 50915538
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ OZAWA, TAKAYUKI 50927864
AIZ MATSUZAWA, TOSHIKI 50927929
AIZ FUJISAWA, SHUICHI 50927953
AIZ IGARASHI, CHIKAKO 50928127
AIZ SATO, YUJI 50928224
AIZ SATO, TOSHIHISA 50937151
AIZ UTAGAWA, HIROAKI 50937380
AIZ WATANABE, AYAKO 50947032
AIZ OTAKE, MAMORU 50947211
AIZ MEGURO, TOSHIAKI 50947326
AIZ HIRANO, HIDEAKI 50957135
AIZ WATANABE, TADANORI 50957160
AIZ HIRATSUKA, MANABU 50957224
AIZ OZAKI, KATSUYO 57220060
AIZ EGAWA, YOSHINOBU 57310287
AIZ OKAWARA, CHIEKO 57320032
AIZ OGUMA, TOMIKO 57320047
AIZ SATO, MITSUKO 57320116
AIZ KIMURA, TOSHIKO 57320121
AIZ KOBAYASHI, MASANOBU 57810108
AIZ WATABE, MINAKO 58120215
AIZ ENDO, MASAHIRO 58210170
AIZ TOSHIMA, HITOSHI 58210645
AIZ ANAZAWA, KAYOKO 58220683
AIZ NAKAJIMA, TAKEKO 58220910
AIZ AKAGI, TADASHI 58310320
AIZ EGAWA, KOICHI 58310419
AIZ OZEKI, FUJINORI 58310484
AIZ KIKUCHI, YOSHICHIKA 58310568
AIZ SATO, MORIO 58310697
AIZ SUDA, TETSUHIRO 58310731
AIZ MUTO, KAZUHIRO 58310815
AIZ WATANABE, KAZUNORI 58310924
AIZ KIKUCHI, YUKIKO 58321712
AIZ HASUNUMA, HATSUE 58321856
AIZ BANNAI, HIROKI 58410649
AIZ WATANABE, YOSHIO 58411122
AIZ KOMATSU, MITORI 58420716
AIZ NAKAJIMA, FUJIKO 58420741
AIZ SANPEI, KIMIKO 58420825
AIZ OTAKE, KAZUE 58421006
AIZ SATO, TOMO 50851566
AIZ YAMAGUCHI, MICHIKO 50851759
AIZ SAITO, OSAMU 50870381
AIZ KANEDA, AKEMI 50882934
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ HOSHI, YOSHIE 50906211
AIZ HONDA, SADAYOSHI 50912004
AIZ TANAKA, AKIRA 50915296
AIZ KOSEKI, SHINICHI 50937037
AIZ WATANABE, KAZUNORI 50937142
AIZ YABUKI, SHOJI 50947296
AIZ WATANABE, HIROSHI 50957216
AIZ IGARASHI, MIKO 57320750
AIZ NIHEI, TSUYAKO 57520036
AIZ HODUMI, TUNETAKA 58010334
AIZ WATANABE, SHINICHI 58311274
AIZ UMINO, YOSHIMITSU 58410134
AIZ MOMIYAMA, MIEKO 57320136
AIZ OGURA, JUNICHI 58411231
AIZ KOBAYASHI, KAZUHIRO 50851175
AIZ IIZUKA, TOMOKATSU 50871324
AIZ UENO, KIYOSHI 50871344
AIZ SUZUKI, HIDEAKI 50882578
AIZ TOSHIMA, KAZUHIRO 50882667
AIZ IIZUKA, HIROSHI 50896132
AIZ YAMAGATA, TAKASHI 50921033
AIZ SHIMAKAGE, KAZUO 57310589
AIZ WATANABE, CHIKARA 57910036
AIZ HORIKANE, CHIE 58020327
AIZ HENMI, SACHIKO 58220529
AIZ IGARASHI, HIROSHI 58410550
AIZ SANO, KAZUHIRO 58410629
AIZ ENDO, IWAO 57310445
AIZ KIMURA, TSUGUO 58010116
AIZ WATANABE, RYOICHI 58310959
AIZ HASEGAWA, KATSUYUKI 58311234
AIZ OFUSA, KIYOICHI 50900184
AIZ ISHIDA, KAZUO 58210125
AIZ KOSHI, KENJI 50920401
AIZ SEKI, NAOMI 50896563
AIZ ANAZAWA, TORU 50906266
AIZ YOSHIDA, MASAKO 57220015
AIZ SAKAI, MIKIKO 57620013
AIZ SAKAI, YUKIO 58110366
AIZ ENDO, TOSHIMASA 50882305
AIZ FURUKAWA, MUNERON 50896409
AIZ TSUNODA, MICHIKO 50947148
AIZ SHOJI, KATSUMI 58310706
AIZ OKUGAWA, SHIGEYUKI 50870252
AIZ SUZUKI, KOICHI 50882558
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ NIHEI, NORIAKI 50906360
AIZ YOSHIDA, TOSHIHIRO 58310895
AIZ HANAMI, KAZUO 57310247
AIZ TSUKAHARA, MATSUO 57410026
AIZ MITSUHASHI, YUKI 50915043
AIZ SHIRAI, MITSUHITO 50882538
AIZ NAKAMURA, AKINORI 50882672
AIZ YOKOTA, ISAMU 50882805
AIZ UMINO, HIROAKI 50900139
AIZ KOBAYASHI, MASATO 50937371
AIZ OGAWA, KOJI 58210185
AIZ ENDO, KAZUYUKI 58310073
AIZ KURIKI, MASAHIRO 58310573
AIZ MINAKAWA, KAZUO 58310800
AIZ SATO, MASASHI 58410169
AIZ SATO, KAZUO 58410609
AIZ YAMAGUCHI, MANABU 58411068
AIZ KASE, HIROSHI 50790513
AIZ HOSHI, KAZUTOSHI 58210709
AIZ HOSOYA, YAEKO 57320498
AIZ SHIOMI, KAZUHIRO 57410120
AIZ HASEGAWA, KATSUNORI 58411677
AIZ AKIYAMA, YOSHITSUGU 58411682
AIZ OGURA, HITOSHI 50896454
AIZ NAGAI, KAZUHIRO 50860269
AIZ KOGA, AKINORI 50880087
AIZ KOBAYASHI, HIROKO 50905203
AIZ ISOGAI, KOJI 50915385
AIZ IIZUKA, KAZUYA 50928178
AIZ KOBAYASHI, KOICHI 57910338
AIZ MANABE, TATSUYA 58210487
AIZ SATO, TAKEHIRO 58311254
AIZ ISHIBE, TOMOKO 58322344
AIZ LINO, KOJI 50882216
AIZ IGARASHI, MITSUAKI 50882256
AIZ SAHARA, DAISUKE 50882494
AIZ NISHIMAKI, MITSUYASU 50882692
AIZ TAKAKU, AKIHIRO 50882850
AIZ MUROI, TAKAHIRO 50896429
AIZ KATO, MIE 50896538
AIZ FURUKAWA, YOSHINORI 50906335
AIZ NAKAJIMA, KAZUYA 50906706
AIZ SHIRAI, HIROKI 50906895
AIZ NEMOTO, TATSUYA 50906904
AIZ KOIKE, JUN 50912059
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ SEKIGUCHI, SEIICHIRO 50915241
AIZ HASEGAWA, MAKOTO 50915474
AIZ ISHIDA, KENICHI 50915543
AIZ SUGAYA, ATSUSHI 50937011
AIZ SUZUKI, KOZUE 50937088
AIZ SHIOBARA, SATOSHI 50937231
AIZ TAKAHASHI, YASUSHI 50937282
AIZ YAMAGUCHI, TADASHIGE 50937304
AIZ SATO, NORIKO 50947083
AIZ ITABASHI, SHIZUKA 50957178
AIZ OTAKE, YOSHIAKI 50957186
AIZ AIDA, NORIKO 50982563
AIZ BABA, HARUHIKO 58210467
AIZ HATANO, TOMOKO 58220881
AIZ NIHEI, TORU 58312282
AIZ SUZUKI, MIE 50850018
AIZ KOMATSU, JUNCHIRO 50851180
AIZ SAITO, KAZUHIKO 50851195
AIZ URYU, AKEMI 50851417
AIZ SANPEI, MICHIYO 50851600
AIZ IWAI, JUN 50860249
AIZ FUNAKI, YUJI 50860383
AIZ FUKUCHI, HITOSHI 50860912
AIZ HASEGAWA, YOSHIKAZU 50860987
AIZ SATO, NAOMI 50861148
AIZ OZAKI, MICHIKO 50861311
AIZ HIRANO, KINICHI 50861331
AIZ ENDO, TAKEYUKI 50870301
AIZ ENDO, SHUJI 50871364
AIZ SUZUKI, HIDETSUGU 50871428
AIZ HONDA, HIDEAKI 50871502
AIZ ISEKI, KANJI 50872367
AIZ KOSHIBA, KENICHI 50872545
AIZ KAWAGUCHI, YOSHIHIRO 50872585
AIZ KATO, KIYOSHI 50872743
AIZ TSUMURA, AKIRA 50872763
AIZ IZUMI, HIROSHI 50872778
AIZ NAMAI, YOSHIYASU 50872996
AIZ KANEDA, TAMOTSU 50873117
AIZ NAKAJO, HIROAKI 50873251
AIZ UKAWA, HIRONOBU 50873335
AIZ IGARASHI, KAZUMASA 50882236
AIZ OTA, MASAKATSU 50882310
AIZ OTOMO, HIDEKI 50882345
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ KITAMI, SHUICHI 50882409
AIZ SATO, MASAAKI 50882469
AIZ SATO, YOSHINOBU 50882474
AIZ JOGO,TSUGUNORI 50882523
AIZ SUZUKI, SADAHIRO 50882563
AIZ SEINO, YOSHIICHI 50882598
AIZ TAKAHASHI, MASAAKI 50882627
AIZ TABE,TAKAO 50882652
AIZ HANAIZUMI, SHUJI 50882701
AIZ HAYASHI, TORU 50882716
AIZ MEGURO, YUICHI 50882781
AIZ YUMITA, KINICHI 50882796
AIZ WATANABE, TATSUO 50882825
AIZ KARAHASHI, KUNIO 50882845
AIZ UENO, MIWAKO 50883026
AIZ MATSUMOTO, TAKESHI 50884658
AIZ ABE, AKIHIRO 50896127
AIZ OHORI, NAOYA 50896221
AIZ OGURA, JUNICHI 50896236
AIZ KAJIUCHI, TAKASHI 50896256
AIZ KUMAGAI, AKIRA 50896296
AIZ KOBAYASHI, TAKAHIRO 50896310
AIZ SAITO, KAZUHIRO 50896330
AIZ SUZUKI, HIDENORI 50896365
AIZ FUNAKI, HIROYA 50896390
AIZ YONEMICHI, NOBORU 50897888
AIZ NIHEI, ARATA 50905010
AIZ WATANABE, KAORU 50905045
AIZ OZAKI, MINORU 50905050
AIZ IGARI, KEIJI 50905109
AIZ NAKAJIMA, TATSUO 50905134
AIZ KASAI, KAZUHIRO 50905218
AIZ SUZUKI, MANABU 50906053
AIZ ENDO, HISANOBU 50906068
AIZ GOTO, KOI 50906073
AIZ SUZUKI, KATSUHIRO 50906088
AIZ HASEGAWA, SATOSHI 50906102
AIZ KAZAMA, MANABU 50906122
AIZ KIDO, KOJI 50906177
AIZ KATO, HIROAKI 50906182
AIZ NIHEI, CHIYOMI 50906246
AIZ YAMADA, SAORI 50906251
AIZ TAKAHASHI, TETSUYA 50906300
AIZ ENDO, YUICHI 50906355
AIZ WATANABE, KENICHI 50906395
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ NAGAYAMA, SAORI 50906424
AIZ TAKAHASHI, KOJI 50906726
AIZ YAMAZAKI, SAKAE 50906815
AIZ OZAWA, CHE 50906835
AIZ HIGUCHI, TERUAKI 50906840
AIZ MUROI, TAKAFUMI 50906855
AIZ SATO, MASAHIKO 50906939
AIZ HASEGAWA, FUMITAKA 50910697
AIZ HIRANO, FUMIHIRO 50912024
AIZ ANAZAWA, YASUNORI 50912044
AIZ YAMADA, TETSUMASA 50915058
AIZ IWABUCHI, ATSUO 50915172
AIZ IGARASHI, KATSUNORI 50915192
AIZ MORI, HITOSHI 50915276
AIZ ONJO, MASAYOSHI 50915305
AIZ MATSUKI, KATSUYUKI 50915325
AIZ USUI, SANAE 50915434
AIZ SATO, YUKARI 50915449
AIZ KATO, SAORI 50915454
AIZ KOBAYASHI, MASAAKI 50927872
AIZ KODAIRA, SUSUMU 50927881
AIZ TACHIKAWA, TORU 50927899
AIZ KOBAYASHI, WATARU 50927902
AIZ OGURA, SHINOBU 50927945
AIZ KOBAYASHI, FUMIKO 50927961
AIZ ENDO, ETSUKO 50927988
AIZ YAMAGUCHI, KAZUYA 50928020
AIZ ANAZAWA, TAKEMI 50928143
AIZ TSURUYUMI, KATSUMI 50937045
AIZ OZAKI, SACHIE 50937096
AIZ SAITO, MIKA 50937100
AIZ ISHIKAWA, KAZUNORI 50937134
AIZ KATO, YUJI 50937177
AIZ SAGAWA, MASAHITO 50937193
AIZ SHINMYO, MIKIO 50937223
AIZ HIRAYAMA, AKIRA 50937240
AIZ IGARASHI, NAO 50947041
AIZ INOMATA, NAOMI 50947059
AIZ MACHIDA, TERUMI 50947075
AIZ WATANABE, MICHIHIRO 50947105
AIZ OTAKE, SHINTARO 50947113
AIZ ANAZAWA, KAZUNORI 50947130
AIZ KAZAMA, IKUYO 50947172
AIZ ITO, YUSUKE 50947199
AIZ MINAKAWA, SHUJI 50947229
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ NAKADA, KUNIHIKO 50947245
AIZ SUZUKI, SHINICHI 50947253
AIZ ABE, HITOSHI 50947261
AIZ HATANO, GAKU 50947288
AIZ IWAHASHI, HITOSHI 50947300
AIZ TACHIKAWA, MASAMI 50947334
AIZ ONO, JUN 50947342
AIZ TABE, KYOICHI 50947377
AIZ OGASAWARA, MASAKI 50947474
AIZ SUYAMA, KAZUYA 50947482
AIZ UENO, MASATO 50947521
AIZ HANZAWA, NORIYUKI 50947539
AIZ ENDO, HIROSHI 50947547
AIZ WAKE, TOSHIKAZU 50947555
AIZ ENDO, TATSUYA 50947598
AIZ SATO, KENJI 50947601
AIZ MUROI, YUICHI 50947628
AIZ KOBAYASHI, TOMO 50947636
AIZ KAINUMA, KUNIYOSHI 50947644
AIZ KATO, KAZUMI 50947652
AIZ YAMAUCHI, SHOICHI 50947687
AIZ ISHII, TOSHIKATSU 50957038
AIZ SUZUKI, YUJI 50957046
AIZ SAITO, KAZUHIRO 50957062
AIZ FURUMI, TADAHIRO 50957119
AIZ KATO, HIDEAKI 50957127
AIZ FUKUSHIMA, HIROSHI 50957232
AIZ SUZUKI, MASAKAZU 50957241
AIZ KAWARADA, KEISUKE 50957259
AIZ SANO, HIROKI 50957283
AIZ SUZUKI, SHUICHI 50957330
AIZ YAMADA, SEIICHIRO 50957364
AIZ KAZAMA, KENJI 50957372
AIZ MUROI, TADASHI 50957381
AIZ YUSAWA, KOICHIRO 50957399
AIZ ORIKASA, KATSUSI 50957461
AIZ HAGA, HIROSHI 50957470
AIZ ENDO, HITOSHI 50967017
AIZ KARINA, YOSHIAKI 50967033
AIZ TAJIMA, SATORU 50967050
AIZ ICHIJU, MASAHIKO 57310425
AIZ HASUNUMA, SHIGEKO 57420064
AIZ YUASA, KYOKO 57820131
AIZ KOBAYASHI, TOSHIICHI 57910076
AIZ YUKI, TORU 57910110
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ OTAKE, YOSHITOMO 57910170
AIZ SUZUKI, KATSUHIKO 57910323
AIZ SATO, YUKIO 57910343
AIZ SAITO, MASATAKA 57910378
AIZ ANDO, NAOTO 58010087
AIZ IIZUKA, NOBUYUKI 58010092
AIZ MONOE, YUKIHIRO 58010121
AIZ HOSHI, AKIO 58010136
AIZ TOMIYAMA, TOSHIICHI 58010141
AIZ SATO, KOJI 58010161
AIZ YAMAGUCHI, KOJI 58010176
AIZ NIKKUNI, MASAHIRO 58010205
AIZ ONO, SHIGEKAZU 58010210
AIZ OTAKE, KOICHI 58010225
AIZ WATANABE, KEN 58010245
AIZ KANEDA, MASAAKI 58010354
AIZ NIHEI, MASAMI 58110113
AIZ WATANABE, KIYOJI 58110133
AIZ OZEKI, AKIHIKO 58110168
AIZ SHIBUYA, KOICHI 58110173
AIZ NAMAE, KAZUHIRO 58110188
AIZ KOBAYASHI, YOSHIICHI 58110326
AIZ UENO, MUTSUKO 58120220
AIZ SAITO, SATOSHI 58210249
AIZ SHIRAI, SATOSHI 58210269
AIZ SUZUKI, TAKASHI 58210294
AIZ SEKI, YOSHIKI 58210303
AIZ TAGUCHI, KOZO 58210338
AIZ TSUDA, EIJI 58210378
AIZ HAGA, KAZUYOSHI 58210427
AIZ HASEGAWA, FUMIHIRO 58210447
AIZ HANEDA, MASAO 58210452
AIZ MIURA, KOICHI 58210630
AIZ TANAKA, YOSHIO 58210749
AIZ SATO, TOMOTSUGU 58210789
AIZ KURITA, KOZO 58210794
AIZ TABE, YASUO 58210898
AIZ UENO,TOYOKO 58220549
AIZ ASAZUMA, RYUICHI 58310335
AIZ ENDO, YUICHI 58310464
AIZ OTAKE, MASAYUKI 58310513
AIZ SATO, MASAHIRO 58310682
AIZ TAKEDA, NORIYUKI 58311021
AIZ NAGAMINE, KENICHI 58312059
AIZ OHARA, TADAYOSHI 58312366
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ SEINO, KAORU 58321683
AIZ SUZUKI, KEIKO 58322384
AIZ KURIMURA, HARUO 58410798
AIZ SHIMIZU, KOJI 58410832
AIZ FUKUSHIMA, YOSHITAKA 58410961
AIZ MAFUNE, NAOHIKO 58411028
AIZ SUZUKI, YOSHIKATSU 58411177
AIZ YOSHIDA, MAMORU 58411424
AIZ KIKUCHI, RYOICHI 58411548
AIZ OHORI, TETSUO 58411706
AIZ YAMANAKA, FUKUTARO 58411771
AIZ ITO, KAZUHIRO 58411791
AIZ ITO, KAZUYA 58411895
AIZ OZAWA, HIDEO 58411939
AIZ ANDO, NAOKO 58420667
AIZ TAKIZAWA, TERUKO 58420701
AIZ WATANABE, MAYUMI 58421437
AIZ SATO, YUMIKO 58421982
AIZ SATO, MASATOSHI 50901825
AIZ EBANA, SHUICHI 57110010
AIZ MORIKAWA, TAICHI 57910209
AIZ KATO, HIROSHI 58110128
AIZ ITO, SHUNYA 58210576
AIZ NARITA, KENJI 58411484
AIZ IGARASHI, SEISA 58411880
AIZ KAZAMA, GEN 58412061
AIZ HIEDA, YASUHIKO 50890936
AIZ SOMEKAWA, KENJI 56710013
AIZ MITSUHASHI, SEIKO 58020065
AIZ FUKUCHI, SHIGEKI 53210690
AIZ KOYAMA, YUMI 58321034
AIZ ISHIKAWA, NOBUHISA 58412081
AIZ BABA, CHIEKO 50851348
AIZ OHITO, RYOJI 50871899
AIZ SASAKI, MIHO 50970387
AIZ ISHIGURO, TAKESHI 50870712
AIZ MORITA, KOZO 50871804
AIZ SATO, YUICHI 50883313
AIZ SAITO, TETSUYA 50906008
AIZ TSUTSUI, YUMIKO 58220801
AIZ KOBAYASHI, TAKAHIRO 58410238
AIZ SHINMYO, EIICHI 58411573
AIZ KISHI, MASAHIKO 50871928
AIZ OCHIAI, NOBUYUKI 50873028
AIZ UENO, KENJI 50896736
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ YUKI, HISAO 57310643
AIZ HARA, NORIO 58310835
AIZ SHIMIZU, MASAKAZU 50851219
AIZ KIKUCHI, KAZUHIKO 50896276
AIZ TANAKA, MASAHIRO 50947351
AIZ KOBAYASHI, SHIGERU 50947431
AIZ ICHINOSE, HIROSHI 50957445
AIZ AZUMA, YOICHI 50960039
AIZ FUJIMOTO, HIROKAZU 50960454
AIZ KIYOKAWA, YUKIO 50973025
AIZ SAKAI, YASUTOMO 57910096
AIZ YOKOYAMA, YOSHIHISA 58310751
AIZ IGARASHI, AKIRA 58410545
AIZ SAITO, SAKUHIDE 57410160
AIZ INOMATA, YOSHIKAZU 57410175
AIZ OMI, RYUJI 50960098
AIZ FUNAKOSHI, TOMOHIRO 50967068
AIZ TSUKAHARA, YOSHIKAZU 50871488
AIZ BANNAI, MITSURU 50927937
AIZ TAKAHATA, KAZUHIRO 50947202
AIZ WAKABAYASHI, TOSHIYUKI 50957151
AIZ SHOJI, TOSHIMITSU 58110079
AIZ AKAGI, TOMIICHI 58210556
AIZ UCHIMI, SHUNICHI 50930083
AIZ EGAWA, EIKI 58210150
AIZ TSUYUMOTO, AKIRA 50930571
AIZ NAKAJIMA, SHINICHI 58210412
AIZ KUWASHIMA, KAZUTOYO 50952907
AIZ KIKUCHI, NARITOMO 58410565
AIZ UESUGI, NORIYA 57810099
AIZ EBANA, YASUMASA 57410140
AIZ KAMEI, CHIYUKI 50841271
AIZ OOKA, TAKAYUKI 50883115
AIZ OYAGI, FUMIAKI 50851135
AIZ SUGAWARA, RYO 50881446
AIZ INOUE, TAKESHI 50882276
AIZ SAGARA, MASASHI 50882454
AIZ SUZUKI, MASATO 50882583
AIZ TAKAHASHI, SHOJI 50882612
AIZ TAKAHARA, HIROAKI 50882632
AIZ KAZAMA, RYOICHI 50882865
AIZ UENO, JUNJI 50896152
AIZ OKADA,TAKESHI 50960128
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ SUZUKI, KAZUHIRO 50980081
AIZ ISHIKAWA, TADAYUKI 57310069
AIZ SUZUKI, HARUO 57410180
AIZ SATO, MAKOTO 58210987
AIZ SATO, KOICHI 58310637
AIZ TATSUNO, HIROYUKI 58310766
AIZ NAKATA, SHIGEMASA 58311249
AIZ KAWAGUCHI, MAKOTO 58312099
AIZ MUTO, YUJI 58410189
AIZ SAKATA, NORIO 58410590
AIZ SUTO, SHOICHIRO 58410634
AIZ KAKUTA, YASUHITO 57910041
AIZ HANAZUMI, KIYOSHI 58010250
AIZ KOBAYASHI, TOSHIYUKI 58110044
AIZ ANAZAWA, FUMIHIRO 58210041
AIZ AKUTAGAWA, OSAMU 58410496
AIZ FURUKAWA, MICHIHIKO 58210081
AIZ SHOJI, MAYUMI 58420989
AIZ SUENAGA, AKEMI 50871186
AIZ SATO, YUKO 50967122
AIZ NAKAMURA, YOSHINARI 50947491
AIZ WATANABE, MITSUAKI 57310094
AIZ YOSHIDA, MIKIKO 50896672
AIZ OBA, HISATOSHI 57310089
AIZ WATANABE, KAZUYOSHI 57910185
AIZ HANAZUMI, RYUICHI 50915409
AIZ MUTO, HARUKICHI 58210492
AIZ ONAMI, SHINICHI 50851140
AIZ UENO, HIROYUKI 50880265
AIZ KOBAYASHI, YASUSHI 50915216
AIZ SATO, KOJI 50915236
AIZ ORIKASA, TOSHIHIRO 50915281
AIZ HAGANUMA, MOTONARI 50937185
AIZ YAMAMOTO, TAKEHITO 50947369
AIZ UENO, SHIGETOSHI 50947407
AIZ SATO, KIYONORI 50957194
AIZ MINEGISHI, YUTAKA 50957267
AIZ AIZAWA, HIROYUKI 50960004
AIZ OMI, NAOHIRO 50960136
AIZ KATAOKA, NAOTO 58010072
AIZ OTAKE, YOSHIJI 58110262
AIZ WATANABE, TERUO 58210536
AIZ SAITO, IWAO 58310602
AIZ WAKANA, SHIMIO 58310904
AIZ KAZAMA, YUJI 58310944
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ OTA, KAZUMI 50915494
AIZ HIDAKA, YUKIHIRO 50937207
AIZ OGUMA, MAGOJI 57910061
AIZ TAKADA, HIDEHARU 57910165
AIZ TABE, YOICHI 58110193
AIZ ENDO, KOICHI 58311294
AIZ KITAJIMA, TSUTOMU 50950114
AIZ TONOKAWA, TAKASHI 50950211
AIZ EDO, TORU 50960080
AIZ IGARASHI, SHUJI 50850256
AIZ CHIBA, HIROSHI 50887226
AIZ KATO, HIROYUKI 50906820
AIZ ONO, JINICHI 50910271
AIZ SHIBATA, TAKESHI 50928038
AIZ WATANABE, SHINICHI 50947016
AIZ ENDO, KAZUYUKI 50957054
AIZ TOJO, HISATO 58010230
AIZ KATO, TAKASHI 58210209
AIZ SATO, SHINJI 58310726
AIZ TANAGI, YUJI 58310771
AIZ YAMAUCHI, KENICHI 58411053
AIZ KOKUBUN, KOICHIRO 58411979
AIZ TAMAGAWA, YUICHI 58312019
AIZ SATO, KEN 50915598
AIZ SAKAI, YOSHIAKI 57310227
AIZ WATANABE, YOICHI 57410195
AIZ KOSEKI, RYUICHI 58210234
AIZ ENDO, KOJI 58210596
AIZ ENOSAWA, YOSHIO 56710028
AIZ SATO, KIYOSHI 57310103
AIZ YAMAGUCHI, SAKAE 58010196
AIZ MATSUMOTO, HIROMITSU 58312084
AIZ YAMAZAKI, KATSUYA 58410476
AIZ ITO, TOSHIRO 58411924
AIZ SAITO, KIYOTAKA 50882449
AIZ SAITO, TAKASHI 515410585
AIZ SUZUKI, HIROYUKI 50871448
AIZ IGARASHI, TAKAHIRO 58010101
AIZ NAGAI, ATSUSHI 50871493
AIZ TAMURA, YUTAKA 50871473
AIZ KUROKI, YUJI 50896083
AIZ YUDA, KAZUYUKI 50911492
AIZ WAKAMATSU, YOSHIAKI 50911521
AIZ SAKAI, MUTSUO 50820143
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ NAKAZAWA, MASARU 50810274
AIZ OTAKE, NOBUYUKI 50810492
AIZ SAITO, TOSHIKATSU 50871408
AIZ SANKO, HIROKO 50872916
AIZ KAWASHIMA, ISAMU 50883373
AIZ UMEMIYA, MEGUMI 50896701
AIZ SAITO, FUMIKA 50950131
AIZ OTAKE, JUNICHI 57910150
AIZ SAKAI, SUEKO 57920272
AIZ KANAYA, MASANORI 58310122
AIZ SAHARA, HIRONOBU 58312079
AIZ MITSUBOSHI, TAKAO 58410030
AIZ YAMADA, YOSHIHIKO 58410203
AIZ ITO, JUNJI 50850296
AIZ USAMI, TETSUYA 50896172
AIZ HOSHINA, YOICHI 50900817
AIZ NAKAJIMA, HIDENORI 50905194
AIZ TANAKA, MASAMI 50920657
AIZ YAMAMOTO, TAKU 50921084
AIZ KANAMORI, YUKIKO 50930237
AIZ MATSUMOTO, KATSUYA 50937312
AIZ YOSHIDA, KAZUYO 50940224
AIZ UEDA, HIROKAZU 50960055
AIZ KAMI, YASUHIKO 50960161
AIZ KAWAGUCHI, TAKASHI 50960179
AIZ KOMATSU, DAISHI 50960225
AIZ FUKURA, TADAO 50967114
AIZ MITSUZUKA, AKIRA 50970298
AIZ UDA, KAZUO 57310336
AIZ HOSOGOSHI, SUMIO 57510018
AIZ NAGAHAMA, KAZUHIRO 57910130
AIZ INOGAI, KOJI 58010418
AIZ HASUNUMA, KAZUKO 58321143
AIZ KUROTAKI, MAKOTO 50870816
AIZ UCHIUMI, KOICHI 50871359
AIZ TAKAKURA, KAZUYUKI 50871468
AIZ YASHIMA, MITSURU 50871522
AIZ IGARASHI, TOSHIITSU 50881020
AIZ SAKURABA, TORNOAKI 50881466
AIZ OZEKI, HAJIME 50980030
AIZ KOBAYASHI, TOSHIYUKI 57910234
AIZ SANKO, KAZUHIKO 58310177
AIZ SATO, TAKAYUKI 58410614
AIZ SUZUKI, MASARU 50930466
AIZ WATANABE, EISHI 50850914
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
AIZ SATO, KOICHIRO 50940089
AIZ MORIYA, MASANORI 50861415
AIZ IZUMI, JIRO 50790137
AIZ KIYOOKA, SHUNJI 50891251
AIZ KATO, YOICHI 58310117
AIZ SUZUKI, MASATAKA 58310206
AIZ ENDO, MASASHI 50850330
AIZ WATANABE, YOSHITAKA 50850949
AIZ TAKAHASHI, HITOSHI 50851259
AIZ NAGASHIMA, HIROKO 50883046
AIZ HANAMI, TOSHIKAZU 58010156
AIZ MUTO, NAOKO 50883066
AIZ ITO, TAKAFUMI 50891093
AIZ ONO, MASANOBU 50891177
AIZ OGIWARA, TADASHI 50930156
AIZ YAEGASHI, AKIRA 50930873
AIZ MUTO, MINORU 50963844
AIZ TAMAGAWA, YOICHI 58410243
AIZ YAMAUCHI, KOICHI 58411479
AIZ ITO, KUMIKO 50851388
AIZ HONNA, MASARU 56910037
AIZ SUZUKI, KOKO 50884341
AIZ SHINDO, TAKESHI 57410051
AIZ ISHII, KAZUARI 50990388
AIZ MURAKAMI, SHINTARO 50990361
AIZ OSHIMO, ATSUMU 50990370
AIZ OTAKE, SATOSHI 50861544
AIZ SATO, KIYOKO 58220732
AIZ KOSEKI, YOSHIICHI 50905169
AIZ YOKOISHI, YUMI 50913507
AIZ FUKUMOTO, HIDETARO 50961191
AIZ WAKUTA, AKIHIKO 50971090
AIZ TANAKA, TEIKO 57420079
AIZ NAKAJIMA, JUNICHI 50872005
AIZ SEINO, SATOSHI 50880889
AIZ ONO, SHINGO 50887315
AIZ SHIBATA, SHIGENORI 50903252
AIZ SAITO, KAORU 50980056
AIZ LIU, HAI-BIN 50983331
AIZ IGARASHI, SATOSHI 58411964
AIZ SUZUKI, MAKOTO 50910791
AIZ SATO,TAKAKO 50906459
AIZ NIHEI, YASUHARU 58410436
THI IGARASHI, HIROO 57310301
THI HAGA, HIDETOSHI 58010285
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
THI IGARASHI, SATORU 58210561
THI SAITO, YOSHINORI 58310964
AIZ KANEDA, SEIICHI 50861539
AIZ KOBAYASHI, KOJI 50872530
AIZ MINAKAWA, MAYUMI 58421828
AIZ MITSUHASHI, UTAO 50900906
HDQ NAKAGAWA, AKIHIKO 50890585
AIZ NISHIDA, ATSUSHI 50980111
AIZ SAITO, YOICHI 58310157
AIZ SUZUKI, JUNICHI 50881451
GOT TACHIKAWA, MASAYUKI 50897031
AIZ TAKASAKI, KOKI 50906375
AIZ WAKANA, MASAYUKI 50851308
AIZ YOKOYAMA, NOBORU 58312044
GOT ARAI, YUKIKO 50810323
GOT ISHII, MAYUMI 50820287
GOT YAMADA, KUNIKO 50840129
GOT FUKUMOTO, TOSHIKO 50913889
GOT UMEMURA, MIKI 50921912
GOT HASHITANI, YUKIE 50962309
GOT ANRYO, RIKA 50963518
GOT KOMURO, TOMOMI 50963704
GOT SHIMAHARA, AKIRA 50870896
GOT WATANABE, KYOKO 50883224
GOT KUROKI, YOSHIFUMI 50861524
GOT YANAGIHARA, OSAMU 50921025
GOT UESUGI, TAKASHI 50910182
GOT FURUTA, SAHOKO 509606462
GOT TSUCHIYA, HIROAKI 50880834
GOT MIYATA, KOJI 50881748
GOT KODAKA, MASASHI 50900406
GOT WANG, EMI 50913874
GOT NISHIYAMA, MASAYUKI 50930644
GOT LEE, CHAW-CHUNG 1700184
GOT SATO, TEIJI 50790464
GOT TANAKA, DAISAKU 50957496
GOT MCKEAN, MIKE 10054824
GOT KIN, YOSHIAKI 50840783
GOT MIURA, NOBUHIRO 50885111
HDQ HASEGAWA, YUKI 50983152
HDQ SHIONO, FUMIKO 50910682
OSK OKAMOTO, HIROKO 50963585
SDR ITO, KAZUO 50883531
SDR SUGIURA, KENJI 50930440
SDR NAKAYAMA, FUMITAKA 50970212
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
LOCATION NAME COMMERCE ID
- -------- ---- -----------
<S> <C> <C>
SDR MAEDA, NAOKO 50940071
SDR MIYASHITA, HITOSHI 50810541
SDR MACHII, KEN 50870549
SDR TAIJI, MASUKI 50893628
SDR ZENBA, AKIHIRO 50930482
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - KOREA
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG KOREA CHANG J W JULIE 01470511
SCG KOREA CHEON SHELLY 01470227
SCG KOREA CHUNG JY JUDY 01470160
SCG KOREA KYEONG KR SONG 01470183
SCG KOREA Shim, Sung-Bo 01470458
SCG KOREA Lee, Young-Woo 01470551
SCG KOREA Chang Julie 01470511
SCG KOREA Sohn Jang Woo 01421221
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - MALAYSIA
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ZAHARAH ABD MALIK 83002125
SCG MESB MADZNAH MOHAMMAD 83003950
SCG MESB ALIMAH @ SHARIFAH SULAIMAN 83004346
SCG MESB PAZIDAH AHMAD 83005188
SCG MESB UMATHEVY 83005418
SCG MESB RUSNAH BT MAAROM 83005975
SCG MESB NORAYATI BT YUSSOF 83006097
SCG MESB SARINA BTE ABU BAKAR 83006787
SCG MESB HASHIMAH BINTI ABDUL HAMID 83007060
SCG MESB HARDIP KAUR A/P HARJIT SINGH 83007123
SCG MESB LUM YECK CHAN 83007204
SCG MESB RASHIMAH BTE ABDUL KARIM 83007271
SCG MESB ROSMILAWATI BINTI JUIN 83007469
SCG MESB FAUZIAH BT KHAMIS 83007537
SCG MESB SURAYA BINTI IBRAHIM 83007897
SCG MESB K KARAITHANI D/O KRISHNAN 83007943
SCG MESB SURAYA BINTI ABDUL RASHID 83008065
SCG MESB NOREIN BTE NAWI 83008083
SCG MESB HANISAH BT IDRIS 83008340
SCG MESB KAMARIAH BT MOHAMED 83008446
SCG MESB K. SIAMALA A/P KRISHNAN 83008597
SCG MESB MAZLINDA BT MOHD ZIN 83008913
SCG MESB YUSLIDAH BTE MOHD YUSOF 83009070
SCG MESB NORFAIZAH YUSOF 83009081
SCG MESB NORLIAH BINTI UDIN 83009575
SCG MESB SITI ARPAH BTE ZAKARIA 83009781
SCG MESB FATlMAH BT IDRIS 83009980
SCG MESB NORLIDA BT HUSSIN 83010123
SCG MESB NORZITA ZAKARIA 83010155
SCG MESB SELVAMANNI A/P CHAMASALAM 83010659
SCG MESB NORFISHAH BT MOHAMAD 83010678
SCG MESB TUNKU NORIDAH BINTI TUNKU AMINUDDIN 83010685
SCG MESB FAIZAH BTE MOHAMMAD YASIN 83010737
SCG MESB JEYALALITHA A/P PUTHISEGARAM 83010903
SCG MESB SHAFARINDA BTE EPIT 83010991
SCG MESB FAUZIAH BTE HASSAN 83011223
SCG MESB HALIMAH BT BASHIRUN 83011358
SCG MESB HAYATI BTE YUSOF 83011385
SCG MESB KAMARIAH BT HASSAN 83012206
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB AMUTHA A/P THANGAIYAH 83012379
SCG MESB ATHIRSTA LETCHUMY A/P MUNIANDY 83012380
SCG MESB NORANITA BT SULAIMAN 83012420
SCG MESB SUZANA BTE ABDOL SUKOR 83012678
SCG MESB ZABEDAH BINTI TALIB 83013172
SCG MESB ROSLINDA BiNTI MOHAMED JANI 83013369
SCG MESB NOR HASIMAH BENTI MD YASSIN 83013808
SCG MESB MASHTURA BTE MD ALI 83013951
SCG MESB SITI ROZITA BT ZULKIFLI 83014334
SCG MESB MASTURA BTE MAAROP 83014726
SCG MESB TURISINGAM A/L MACHAPPU 83015365
SCG MESB SITI ZABEDAH BINTI MOHAMAD YUSOF 83015763
SCG MESB ROKIAH BINTI ABDUL LATIFF 83015793
SCG MESB NORREZAH BINTI KAMARUDIN 83016006
SCG MESB FATIMAH BINTI KARIM 83016133
SCG MESB SARATHA A/P MUTHU 83016332
SCG MESB TILAGAWATHI A/P KUNJOO 83016333
SCG MESB AZIZAH BINTI JUIN 83016371
SCG MESB POONITAWATHY A/P KANAPATHY 83016375
SCG MESB SUHAINI BINTI HASSAN 83016379
SCG MESB NOOR AZIMAH BT JUHARI 83016450
SCG MESB NOORAZURA BINTI RAMLEE 83016451
SCG MESB SITI NORLIZA BINTI SAHAR 83016980
SCG MESB AZLIANA BINTI AHMAD 83017131
SCG MESB SUHAILY BINTI ZAHARI 83017462
SCG MESB ARNE ROZIANA BINTI ABDUL RAHMAN 83017502
SCG MESB SUHAILI BT AHMAD @ HARUN 83017531
SCG MESB ROHAYATI BT SURATMAN 83017637
SCG MESB KAMSIAH BTE ABDULLAH 83017639
SCG MESB NORAINI BT YUSOF 83017652
SCG MESB NORHAZARINA BINTI HASAN 83017660
SCG MESB SAROJINI A/P SUDESAN 83017695
SCG MESB MOHD ZULKEFLE BIN TAHARIM 83017832
SCG MESB ZAWATI BINTI OTHMAN 83018026
SCG MESB YUSLINA BINTI YUSOF 83018079
SCG MESB NORFAIZAH BTE RAHIM 83018171
SCG MESB SRI LAILA WANI BINTI ZAHID @ MAT ZAHID 83018378
SCG MESB MAZNON BINTI RAMLI 83018381
SCG MESB MALIZAH BINTI AB AZIZ 83018413
SCG MESB SARINAH BINTI SARIYAN 83018528
SCG MESB NOORSHAM BINTI MOHD YUSOF 83018558
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB RAFIDAH BINTI AHMAD 83018559
SCG MESB NORAZIAN BINTI PILUS 83018586
SCG MESB LELITHA A/P SUGUMARAN 83018597
SCG MESB VANI A/P PARIASAMY 83018598
SCG MESB MOHANA A/P MARIDAS 83018610
SCG MESB SUZAINI BTE ZAINAL ABIDIN 83018661
SCG MESB AZMAH BINTI ZAMANI 83018702
SCG MESB SITI SALMAH BINTI SHAMSUDDIN 83018732
SCG MESB SHAMZAWANIE BINTI SAMSUDIN 83018743
SCG MESB VEERAMMAH A/P RAMADAS 83018745
SCG MESB ZAMRI BIN YAYA 83018747
SCG MESB AZLIE ASHIKIN BINTI MOHAMAD JUSOH 83018793
SCG MESB ZAIMAH BT JAMALUDIN 83018801
SCG MESB KHADIJAH BT YUSOF 83000474
SCG MESB MAIMUNAH ABDULLAH 83000499
SCG MESB NORSIDAH BT ABDUL RAHMAN 83000502
SCG MESB ROHAYA BT ABD RASHID 83000609
SCG MESB NORMAH AHMAD 83000679
SCG MESB UMMI KULTHUM 83000692
SCG MESB SITI ROHANI BT RASHID 83000721
SCG MESB LATIFAH BINTI MOHD ALI 83000977
SCG MESB FARIDAH BT ABAN 83001086
SCG MESB LATCHEME A/P VELAN 83001098
SCG MESB ROSITA BTE ISHAK 83001120
SCG MESB RUSILAWATI MOHD YASIN 83001137
SCG MESB FARIDAH SHARIF 83001225
SCG MESB HABIBAH SHAMSUDDIN 83001258
SCG MESB SITI DZAWIAH BT ABD RAHMAN 83001325
SCG MESB RUZIAH MOHD SHARIFF 83001361
SCG MESB CHE MASNAH BABA 83001372
SCG MESB NORIZAN BT ALIAS 83001374
SCG MESB HALIMAH BT KARIM 83001375
SCG MESB VEJAYAH D/O THERUVENGADAM 83001382
SCG MESB JAMILAH UJANG 83001384
SCG MESB MIMI NONG CHIK BABA 83001663
SCG MESB ZARINAH AB RAHMAN 83001673
SCG MESB RAZIMA SENAN 83001730
SCG MESB HAMIDAH KAMALUDIN 83001850
SCG MESB JAYALETCHUMY THANGAVELU 83001869
SCG MESB NORZIZAH YAHYA 83001881
SCG MESB JEMALIAH BTE ABD JALIL 83001913
SCG MESB SITI BT BACHIK 83001969
SCG MESB AMINAH MOHD TABA 83001984
SCG MESB MUHAINI ABD RAMID 83002017
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB MARIAM YAHYA 83002065
SCG MESB JAMALIAH ISMAIL 83002087
SCG MESB NORMA BT ALIAS 83002128
SCG MESB ZAITON BTE SAID 83002160
SCG MESB ZAINON ABD MALIK 83002187
SCG MESB DEWI BTE RASHID 83002234
SCG MESB ZARINAH ZAKARIA 83002242
SCG MESB SITI KHALIJAH BT ALI 83002250
SCG MESB RASIDAH MD SALI 83002260
SCG MESB ASSIAH BT ISMAIL 83002263
SCG MESB NORESAH DERUS 83002375
SCG MESB HAMIDAH ARIFFIN 83002393
SCG MESB ROHANI BT YUNOS 83002405
SCG MESB NORIDAH MAHMOD 83002532
SCG MESB BARIAH BT MUSRI 83002586
SCG MESB SHAMSIAH BT SHUKOR 83002592
SCG MESB NORHAYATI YAZID 83002651
SCG MESB HALIMAH JUSOH 83002777
SCG MESB SAKNIN YUSOF 83002824
SCG MESB SANTHAKUMARI P/P HARI KRISHNAN 83002835
SCG MESB SITI NOREHAN KATOR 83002856
SCG MESB RAHMAH ABD MANAP 83002860
SCG MESB RODZIYAH ISMAIL 83002864
SCG MESB KAMSIAH BENTONG 83003054
SCG MESB NORASMARA NASIR 83003055
SCG MESB NORHAMADIAH MOHD NOR 83003082
SCG MESB ROHANI JAMALUDIN 83003122
SCG MESB KASMAH JAAFAR 83003132
SCG MESB PUSPARANE MUNUSAMY 83003141
SCG MESB HALIMAH SIMAN 83003193
SCG MESB SITI NORIHAN 83003265
SCG MESB ROSMA ABD TALIB 83003318
SCG MESB HAMIMAH YUSOF 83003328
SCG MESB NORAFIAH BT MD YUSOF 83003368
SCG MESB ROSZIAH WAHID 83003438
SCG MESB MASSITA KARIM 83003453
SCG MESB FARIDAH MD IDRIS 83003464
SCG MESB VIJAYA A/P PONNAN 83003470
SCG MESB MAZNAH MAAROF 83003560
SCG MESB NORRIZAN BINTI ABD MANAN 83003630
SCG MESB RUSLINA AMAT 83003637
SCG MESB ZALEHA ZULKIFLI 83003710
SCG MESB SERI MELATI SAHAT 83003714
SCG MESB NORSHIDAH AHMAD 83003729
SCG MESB BAHARIDAH BTE BAHARUM 83003731
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB SARASU SUBRAMANIAM 83003735
SCG MESB HASNAH ENDUT 83003772
SCG MESB BABYKAMALA KOTHANDAPANI 83003878
SCG MESB FATIMAH ISMAIL 83003886
SCG MESB NORIHAN IDRIS 83003898
SCG MESB PARAMESURI SUBRAMANIAM 83003953
SCG MES8 RAMNAH ASD RAHMAN 83003987
SCG MESB MAZNAH YAHYA 83003989
SCG MESB KAMSIAH WAHID 83004046
SCG MESB SAIDAH MAFISAH ABD WAHAB 83004053
SCG MESB PAINI SIIS 83004059
SCG MESB SARINA MOHD SOM 83004062
SCG MESB NORASLINA MOHD SAID 83004110
SCG MESB RAHIMAH OTHMAN 83004126
SCG MESB RABIYAH ZAINAL ABIDIN 83004131
SCG MESB SITI AISHAH BT ISMAIL 83004181
SCG MESB JAYANTHI D/O SWAMIDURAI 83004189
SCG MESB ROSNANI BT ABDUL RAHMAN 83004191
SSG MESB BIBAH ZAINUDIN 83004238
SCG MESB ROZIYAN YAZID 83004290
SCG MESB JUITA RASHID 83004292
SCG MESB MALLIGA SUBRAYAN 83004297
SCG MESB RATNA DEVI RAMASAMY 83004319
SCG MESB BADARIAH AHMAD 83004350
SCG MESB ZAINAB MALIK 83004355
SCG MESB NOOR HAYATI MOKHTAR 83004420
SCG MESB SITI AISHAH OSMAN 83004421
SCG MESB RUSNAH MONEH 93004448
SCG MESB SURIANI SULAIMAN 83004466
SCG MESB MURUGASHWARY VALAUTHAN 83004468
SCG MESB SITI HAWA KASIM 83004473
SCG MESB RAMIZA YUNUS 83004484
SCG MESB SITI NOOR IZAN MOHD LONG 83004496
SCG MESB ROOS NASIR 83004529
SCG MESB NORYATI MAT JOHOR 83004553
SCG MESB HATIFAH ABDULLAH 83004623
SCG MESB ZUBAIDAH ABD RAHMAN 83004646
SCG MESB FAIZAH MOHD YASSIN 83004664
SCG MESB KAMISAH OTHMAN 83004679
SCG MESB RAZAINAB TALIP 83004687
SCG MESB ROSSLIN AWALUDIN 83004703
SCG MESB SALIMAH HASSAN 83004722
SCG MESB RAMLAH HUSSIN 83004728
SCG MESB SAAYAH SURDI 83004731
SCG MESB ROKIAH MD SHAH 83004762
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB HALIMAH ZAINAL ABIDIN 83004821
SCG MESB RAMLAH ISMAIL 83004869
SCG MESB NORELAH HJ OSMAN 83004882
SCG MESB HAZDIJAH MUSTAPHA 83004887
SCG MESB NORESAH KHALIL 83005014
SCG MESB PALANIMAH A/P BANGARU 83005016
SCG MESB ZAKIAH SALLEH 83005107
SCG MESB JALILAH YATIN 83005175
SCG MESB SABARIAH BABA 83005180
SCG MESB NORMALIS MALEK 83005185
SCG MESB FARIDAH LEMAN 83005214
SCG MESB NORAINI ABD RAHMAN 83005222
SCG MESB NORSIAH LEMBEK 83005229
SCG MESB NORHAYATI JAMALUDIN 83005239
SCG MESB RAJA MOLEK BT RAJA AYOB 83005265
SCG MESB ZAINUN HJ SHAMSUDIN 83005291
SCG MESB NURAZAH MOHD YUSUF 83005298
SCG MESB NAGAINDARA KUPPUSAMY 83005413
SCG MESB NORSIDAH DERUS 83005432
SCG MESB JARIAH YASSIN 83005456
SCG MESB ZURIDDAH KADIR 83005499
SCG MESB RAHIMAH ALIAS 83005502
SCG MESB HANIZAH HARUN 83005538
SCG MESB SANTHY RAMAN 83005566
SCG MESB SANTHI GENGAN 83005598
SCG MESB HAMIDAH BAHARIN 83005601
SCG MESB SARINAH MOHD ISA 83005657
SCG MESB ROKIAH BTE MOHD NOR 83005736
SCG MESB MAHESWARI D/O KANAGASABAI 83005745
SCG MESB SH NORAZAM SYED MUHAMMED 83005747
SCG MESB NADEHA BT SULAIMAN 83005764
SCG MESB ZAINAH BT AWANG NGAH 83005795
SCG MESB FUDZIAH BT JANTAN 83005818
SCG MESB JURIAH BT HASSAN 83005837
SCG MESB NOORIZAH BT HASSAN 83005844
SCG MESB SOOSAIAMMAL D/D MARYASOOSAI 83005871
SCG MESB ZABIDAH BT AHAMID 83005908
SCG MESB PARASATHIE A/P ANNAMALAI 83005912
SCG MESB SITI ZHALEHA BT SHAWAL 83005916
SCG MESB INTAN TERPILEH BT MOHAMAD 83005920
SCG MESB ROKIAH MOHD DIN 83005927
SCG MESB ZURAINI BT ABDUL HADI 83005941
SCG MESB NORLIZAH BT AHMAD 83006026
SCG MESB SANDRA A/P PERUMAL 83006047
SCG MESB ASNAH BT RAMLY 83006126
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ZAITON BT MUSA 83006217
SCG MESB JULIAH BT RAHMAT 83006330
SCG MESB NORLLZA BT ALIAS 83006331
SCG MESB ZAMMIAH BTE ABU BAKAR 83006401
SCG MESB NOR HASIDAH BT IBRAHIM 83006419
SCG MESB NOR AZIZAN BT JAIS 83006495
SCG MESB J MARGREAT MARY A/P JOHN @ M 83006562
SCG MESB AMUTHAVALLY A/P SUBRAMANIAM 83006591
SCG MESB ZAUWIAH BT ABD MALEK 83006629
SCG MESB ROHANA BT ABD MANAF 93006637
SCG MESB SAIMAH BINTI BAHARI 83006666
SCG MESB PREMALA DEVI A/P KARUNAKARAN 83006695
SCG MESB MAZLAH BT BAKI 83006716
SCG MESB ZALEHA BT RAZALI 83006717
SCG MESB SHAMSIDAR BT MOHAMAD ZIN 93006728
SCG MESB KALPANA DEVI A/P KARUNAKARAN 83006752
SCG MESB RAZANA BT DAUD 83006761
SCG MESB NORAWAIDA BT MARSIM 83006763
SCG MESB HAMIDAH BT UJANG 83006764
SCG MESB NORLAILA BT MOHAMAD 83006765
SCG MESB PUSPAMALA A/P K MUTHUSAMY 83006773
SCG MESB SURINDER KAUR 83006776
SCG MESB SAKURA BTE AZIZ 83006828
SCG MESB PARAMANASUARY A/P KALINCHY 83006851
SCG MESB SALMI BTE MD ZAIN 83006854
SCG MESB SALLZA TUMIAN 83006857
SCG MESB ZOORAINI BT A RAHMAN 83006881
SCG MESB MAIRANI BTE JAWAL 83006887
SCG MESB LAZARIAH BTE LAMIN 83006905
SCG MESB HANITAH BTE ABU 83006906
SCG MESB ROHAYAH BINTI K IBRAHIM 83006926
SCG MESB SARIDA KAMARUDIN 83006927
SCG MESB SHARIFAH JOHARI 83006938
SCG MESB NORA ABD RAHMAN 83006939
SCG MESB ROGAYAH SHARIF 83006961
SCG MESB NORRAZMA BINTI ABDUL MALIK 83006985
SCG MESB ROJAMALAR A/P NAGARATNAM 83007005
SCG MESB SALNIAZIMAH BT SAID 83007021
SCG MESB RAMLAH BT AYOUB 83007042
SCG MESB VANITA A/P MARIMUTHU 83007053
SCG MESB KUPPAMMAH A/P RAJAGOPAL 83007057
SCG MESB SHAHARAH MD SAID 83007089
SCG MESB ROZETAH ABD LATIF 83007166
SCG MESB AINON BTE AHMAD 83007212
SCG MESB ZURAIDAH BTE JAIS 83007254
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB CHE SITI RAKAYAH BINTI IDRIS 83007258
SCG MESB FAZIDAH BINTI ZAKARA 83007260
SCG MESB AMINAH MUHAMMAD 83007330
SCG MESB S DEVI A/P SHANMUGAM 83007371
SCG MESB NORLIAH BT IBRAHIM 83007422
SCG MESB MARIAM BT AWANG 83007454
SCG MESB RAHMAH BT YAAKOB 83007458
SCG MESB HASHIMAH BTE MD YUNUS 83007461
SCG MESB RUZIDAH SADIYEN 83007487
SCG MESB WEE WAN LING 83007488
SCG MESB SHARINA BTE ABU BAKAR 83007491
SCG MESB NOR MALINA BINTI MOHD ZAIN 83007502
SCG MESB M DEVI A/P MARIAPPAN 83007507
SCG MESB HAMIDAH AHMAD 83007514
SCG MESB HASNAH BINTI BASIRUN 83007539
SCG MESB NOORHAYATI BT ISMAIL 83007561
SCG MESB SANIAH BTE SHARIFF 83007567
SCG MESB SHANTHA A/P MURUGAN 83007575
SCG MESB ROZMAWATI BT SULAIMAN 83007583
SCG MESB HASHIDAH HASHIM 83007584
SCG MESB ZARINA BT MD SAH 83007734
SCG MESB SAWIAH BTE SALAHAN @ SALEHAN 83007735
SCG MESB RUHITA MD YUNUS 83007748
SCG MESB LIM CHOO FONG 83007773
SCG MESB S USHA RANI A/P SANNASI 83007786
SCG MESB HASNAH BINTI LIAS 83007844
SCG MESB ROSMAWATI BINTI BORHAN 83007883
SCG MESB SALLYANA ZAKARIA 83007895
SCG MESB RAJA MARSHITAH RAJA RAZALI 83007933
SCG MESB ZUNIZA BINTI ISMAIL 83007976
SCG MESB ZAHARAH KARIM 83008011
SCG MESB RUZAIMAH BT ABAS 83008012
SCG MESB AZIZAH ZAINAL ABIDIN 83008113
SCG MESB NORISAH BT ALIAS 83008127
SCG MESB NORLIZAN ABDULLAH 83008160
SCG MESB HASIMAH BINTI HAMID 83008195
SCG MESB NORIPAH BINTI MAHMOOD 83008259
SCG MESB SITI HAWA BT SABARUDDIN 83008260
SCG MESB ZAIDAH BINTI ALI 83008261
SCG MESB NORLI MOHD NOOR 83008278
SCG MESB MAZURIATI BTE MODH ZIN 83008279
SCG MESB NORSIDAH BTE KUDIN 83008281
SCG MESB SALIHA BINTI TUMIAN 83008282
SCG MESB NORHASHIDA BTE GHAZALI 83008289
SCG MESB SITI FATIMAH IBRAHIM 83008290
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB SITI NORRIZAN BINTI MOHD NASIR 83008298
SCG MESB ANITA MOHD NOR 83008305
SCG MESB NORAINI BT AZIT 83008321
SCG MESB NORLIZA BT SIRAM 83008372
SCG MESB BHARATHI A/P BALACHANDRAN 83008401
SCG MESB SHALMEE BT ABAS 83008449
SCG MESB NORAINI BINTI ABD RASHID 83008475
SCG MESB HASNAH BTE MD SHAH 83008489
SCG MESB RAJASVARY A/P MUTHU 83008527
SCG MESB AIDA MASTURA ABD LATIF 83008580
SCG MESB ZANARIAH ISHAK 83008586
SCG MESB SALIDAH BTE KHAIRIN 83008607
SCG MESB SITI ZALEHA BTE HJ MD YUSOF 83008609
SCG MESB NORMALA BTE HJ ABD AZIZ 83008610
SCG MESB ROZIAN BTE RAMLI 83008614
SCG MESB HANIFAH BT MOHD ISA 83008615
SCG MESB SUMATHI A/P BALAKRISHNAN 83008622
SCG MESB ZURAIDAH BTE IBRAHIM 83008629
SCG MESB RAHIMAH BINTI RAMLI 83008631
SCG MESB RAHMAWATI AHMAD 83008636
SCG MESB NORAISAH BTE AHAD 83008637
SCG MESB MAGISVARI A/P APPU 83008679
SCG MESB NORASIAH BT IDRIS 83008700
SCG MESB RAZIDAH BTE RAIH 83008729
SCG MESB ZALEHA BINTI EANUDI 83008738
SCG MESB MARDIANA MAJID 83008815
SCG MESB GNAESWARI A/P THIRUVATHAVOORAR 83008818
SCG MESB SALINAH BINTI OTHMAN 83008824
SCG MESB PUSHPALETCHUMY D/O VEERASAMY 83008926
SCG MESB REGINA A/P BONACHIK BENEDICT 83008941
SCG MESB ZALEHA BTE MOHD NAYAN 83008942
SCG MESB ROSRINA HAMZAH 83008967
SCG MESB JOEIDA BTE JUNIT 83008970
SCG MESB KANNAHI A/P KARUPPASAMI 83008979
SCG MESB MARIYAMMAL A/P VENAGOPAL 83008989
SCG MESB NORA BTE BUSU 83008991
SCG MESB NORAZIAN BTE MANSOR 83009034
SCG MESB NORHAYATI BT MOHD YASSIN 83009042
SCG MESB NURAH BTE YAACOB 83009054
SCG MESB MARSIDAH BTE AHMUTEK 83009060
SCG MESB SARINI BT HASHIM 83009066
SCG MESB MAZIDAH BTE MOHD 83009095
SCG MESB SITI ROBIAH BIDUL 83009115
SCG MESB RASATHI A/P RAJAVALU 83009125
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB MUTHUKARUPAN A/L S. MUTHU 83009140
SCG MESB HAZLIN BT RAHIM 83009163
SCG MESB ROSLIZA BINTI RASLI 83009164
SCG MESB KHAMIZOM BT HUSSIN 83009168
SCG MESB SURI BT MD NOR 83009176
SCG MESB NOR ASIKIN BTE RAMLY 83009186
SCG MESB NOORAZLIN BT AHMAD 83009273
SCG MESB ROZITA BTE MOHD KARIM 83009305
SCG MESB SUZI AZRA BTE MAMAT 83009321
SCG MESB NORHASANAH BT ABD AZIZ 83009331
SCG MESB SAH HANIM INDRA 83009336
SCG MESB SARIAH BT HASAN 83009348
SCG MESB MARIAH BTE ABD MANAP 83009356
SCG MESB HAMIZAH BTE ABDULLAH 83009362
SCG MESB NORLIDA BINTI SULAIMAN 83009364
SCG MESB ROHAYU BTE MOHD ALI 83009370
SCG MESB MAHALEKCHMY A/P NAGOORAN 83009380
SCG MESB SUPIAH BTE MERAN 83009382
SCG MESB SHARIFAH BTE HJ HUSSAIN 83009394
SCG MESB SITI NORHUDA BT ZAINAL 83009396
SCG MESB NOR AZIAH BTE ABDULLAH 83009397
SCG MESB PARIMALA D/O PALIANAIPPAN 83009400
SCG MESB NORHANIZAH BT ZARHAN 83009407
SCG MESB SAFIAH BTE SAID 83009409
SCG MESB NORAISAH BT ABD KADIR 83009413
SCG MESB NORITA BT YAHYA 83009422
SCG MESB SITI ZAIDAH BINTI ABU SAMAH 83009423
SCG MESB SURATNI BT KATIMIN 83009425
SCG MESB JAMALIAH BT ABU KASSIM 83009429
SCG MESB NOR ZAIHAN BT MOHAMED 83009467
SCG MESB AISHAH ABDUL HADI 83009500
SCG MESB PARAMASVARI A/P SINNAPPAN 83009541
SCG MESB SITI SABARIAH BTE MOHD TAHIR 83009565
SCG MESB SHARIFAH AINI BTE ABD TAMIT 83009631
SCG MESB NOR SUZANA KASSIM 83009636
SCG MESB MUNYATI BT ABD WAHAB 83009672
SCG MESB SITI WAHEDA BTE SAHARUDIN 83009678
SCG MESB YUSRIMAH BTE YUSOF 83009680
SCG MESB SITI HAWA AHMAD 83009748
SCG MESB ZAITON BTE ABD MAJID 83009752
SCG MESB SAMSINAR BTE ABDUL RAHMAN 83009760
SCG MESB NORAISHAH BT MD SHAH 83009767
SCG MESB SITI NOOEMALA BTE NUJUM 83009778
SCG MESB NUR FATIHAH BINTI YAHYA 83009786
SCG MESB NOORFAIZAH BT ABD RAZAK 83009796
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ROSNITA MOHD DIN 83009820
SCG MESB SHEILA DEVI A/P MANIAM 83009864
SCG MESB NORASIKIN BTE MOHAMAD 83009891
SCG MESB FAUZIAH BT YUSOFF 83009939
SCG MESB V PARAVATHY A/P VEERAPAN 83009945
SCG MESB SITI NOR MAINIS BT SHAMSUDIN 83009958
SCG MESB NOOR ASHIKIN BTE JAMALUDDIN 83009970
SCG MESB VASANTHI A/P RAMU 83010005
SCG MESB HASLINA BTE A RAHMAN 83010012
SCG MESB NEELAPATHI A/P RAMASAMY 83010017
SCG MESB HALIJAH BINTI WAHID 83010148
SCG MESB SURIYA BT TALIB 83010193
SCG MESB T VALLAIMMAL A/P THAMBUSAMY 83010195
SCG MESB YUSNITA BT MINHAT 83010274
SCG MESB SANTHI A/P THAMBUSAMY 83010306
SCG MESB MALLIGIA A/P PALANIAPPAN 83010327
SCG MESB ROSNI BTE RAHIM 83010356
SCG MESB MAHESWARY A/P NAGAMUTHU 83010412
SCG MESB ELANDEVI A/P NALLIAH 83010451
SCG MESB NORLIZA BINTI ABU KASIM 83010463
SCG MESB NORAIDA BT MAHAT 83010491
SCG MESB ROZIAH BTE ISMAIL 83010495
SCG MESB NORAINI BTE WAN CHIK 83010497
SCG MESB ASNAH BTE JUMAHAT 83010500
SCG MESB YUSNITA BTE ABDUL JALIL 83010568
SCG MESB ZARINA BTE AHMAD 83010625
SCG MESB FAZILA BTE BAHARIM 83010626
SCG MESB SITI HAWAYAH BTE MOHD DAUD 83010631
SCG MESB JAYA JOTHY A/P SUNDARAM 83010632
SCG MESB ARBAEAH BTE SAHIL 38010640
SCG MESB FAIRUS BTE BAHARIM 83010647
SCG MESB ZAILEHA BT ZAINUDIN 83010649
SCG MESB NOR ASHIMAH BTE AKIN 83010651
SCG MESB ZURAIDA BT ZULKAFLI 83010652
SCG MESB EYON BINTI OTHMAN 83010658
SCG MESB MAGESWARY A/P SELADURAI 83010660
SCG MESB ROHANI BTE MOHD SANI 83010752
SCG MESB NORSHADILLA BT AHMAD 83010813
SCG MESB K MALA A/P KUMARASAMY 83011022
SCG MESB ZAIRINAH BINTI MAJID 83011052
SCG MESB NAZLINA BTE NASIR 83011053
SCG MESB FARIZAH BT MOHD DALI 83011056
SCG MESB ROKIAH BTE DAUD 83011098
SCG MESB NORZILA BT RAMLI 83011113
SCG MESB NORMAH BT SIDEK 83011122
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB NORITA BTE MOHD SAHAP 83011124
SCG MESB RAHIMAH BTE KAMARUDDIN 83011125
SCG MESB ROHAYA BASIR 83011127
SCG MESB KOGILAVANI A/P KANDASAMY 83011132
SCG MESB LETCHUMEE A/P KARUPPAIAH 83011143
SCG MESB NORANA BTE DAUD 83011144
SCG MESB MOHD ZULKARNAIN BIN MOHD ZAKI 83011147
SCG MESB RAHANA ABD RAHMAN 83011166
SCG MESB NOR AZIAN BTE ESTAR 83011168
SCG MESB BADARIAH ALIAS 83011169
SCG MESB NORLELA BTI MD NOR 83011174
SCG MESB SATHIAVATHY A/P NEELAMAGAN 83011214
SCG MESB JUNAISAH BINTI GHAZALI 83011226
SCG MESB ROHAYA BTE YUSOF 83011237
SCG MESB DEVI A/P ERESAPAN 83011244
SCG MESB NORMALA BT ISMAIL 83011247
SCG MESB PANCHAVARNAM A/P ANNAMALAI 83011251
SCG MESB FADZILAH BINTI ISMAIL 83011255
SCG MESB PUNGOTHAI A/P PANDURANGAN 83011257
SCG MESB AZLINDA BINTI ABAS 83011263
SCG MESB R SAMOONDISPARI A/P G RAMACHANDRAN 83011264
SCG MESB PATRICIA A/P AROKIASAMY 83011267
SCG MESB RAGINI A/PT KANDAN 83011269
SCG MESB MARIAMMAH A/P VENGETARAYAN 83011270
SCG MESB CHRISTINA A/P AROKIASAMY 83011271
SCG MESB NORA BINTI SIDEK 83011278
SCG MESB ZAIZAH BTE ABU BAKAR 83011391
SCG MESB JEYAMONEY A/P PAKERISAMY 83011392
SCG MESB ROSZINA BTE IDRIS 83011405
SCG MESB KARTINA BT ALWI 83011471
SCG MESB ROSZANA MD ISA 83011473
SCG MESB MASTURA BINTI TALIP 83011497
SCG MESB RATHA A/P SANKARAN 83011508
SCG MESB VIJAYA A/P BALAKRISHNAN 83011595
SCG MESB THAMILARASY A/P THANGAVELU 83011599
SCG MESB RUHANA BTI MANSOR 83011602
SCG MESB ROSENANI BT MAT NOOR 83011616
SCG MESB VANITHA A/P MYNIRETANAM 83011620
SCG MESB ZALIZA BT OTHMAN 83011630
SCG MESB NOOR AZIZAH BTE ABU BAKAR 83011652
SCG MESB NORZIAH BTE HAJI SALLEH 83011653
SCG MESB FAZLIN BINTI MUHD NOOR 83011654
SCG MESB FAIZULIZA BINTI MOHAMAD 83011680
SCG MESB ZAM HAYATINA BT ABDULLAH 83011725
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB SITI AISHAH BINTI MANSOR 83011730
SCG MESB SITA A/P GOPAL 83011733
SCG MESB FATIMAH BINTI AHMAD 83011820
SCG MESB SELVI A/P RAMAN 83011827
SCG MESB M RENUKAVATHY A/P MURGAN 83011873
SCG MESB NOR MALA BT ABDUL HAMID 83011890
SCG MESB RUBY SARAL A/P S SWAMPILLAI 83011924
SCG MESB ZAINORA BTE SULAIMAN 83011948
SCG MESB NOORIZAH BTE KASSIM 83011962
SCG MESB RAGESWARI A/P ARUMUGAN 83012024
SCG MESB MALA A/P MARAPA 83012117
SCG MESB PARAMESWARI A/P ARUMUGAM 83012212
SCG MESB FAZLINA BTE AHMAD 83012213
SCG MESB DEVI A/P GOVAL 83012217
SCG MESB SAPIAH BINTI MOHD ALI 83012250
SCG MESB NOR GIAH BINTI TALIP 83012251
SCG MESB RAJAMONEY A/P KATLIAMUTTHU 83012255
SCG MESB EDI ZURAIMI B SHAMSUDIN 83012295
SCG MESB SOLITHA DEVI A/P PUNACHAND 83012351
SCG MESB THANAM A/P RATNASAMY 83012352
SCG MESB RODZIAH BINTI MOHAMED DIAH 83012357
SCG MESB MARRAYEE A/P KUPPUSAMY 83012382
SCG MESB TAMILSELVI A/P SINGARAVELO 83012392
SCG MESB GANAGESWARY A/P RAJOO 83012418
SCG MESB SALMAH BTE SARIF 83012495
SCG MESB HASNAWATI BINTI JAMALUDIN 83012610
SCG MESB NORAZIMAH BINTI SUKIJAN 83012630
SCG MESB NORAZIDAH BT JOHARI 83012716
SCG MESB SARASAH A/P RAJARETNAM 83012725
SCG MESB ROHANA BT AHMAD 83012768
SCG MESB ZAIDA BINTI ADAM 83012792
SCG MESB ELLAMAH A/P KUPPUSAMY 83012797
SCG MESB MANIARUSU A/L SINUAM @ SINNIAH 83012842
SCG MESB NOR DARMIZA BT MUHAMAD NOR 83012859
SCG MESB NOR AZZAH DERASIK 83012863
SCG MESB KAUSALYA DEVI A/P SOKKAKOUNDER 83012894
SCG MESB SHIAMLA DEVI A/P I SUBRAMANIAM 83012895
SCG MESB SANTHA A/P RAMAN 83012969
SCG MESB ZAIDAH BINTI SUKAIMI 83013076
SCG MESB MAZURA BT ZAKARIA 83013135
SCG MESB ZAIMAH BINTI AHMAD 83013242
SCG MESB NORZEHAN BT ABD MALIK 83013248
SCG MESB DELIAH BT ABAS 83013255
SCG MESB SUZAINI BTE IBRAHIM 83013312
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB B SAWNDESWARY A/P BALAKRISHNAN 83013374
SCG MESB RUSLIZA BTE HUSSIN 83013465
SCG MESB CHITHRAH DEVI D/O P. KRISHNAN 83013469
SCG MESB MOHD IDHAM B MD IDERIS 83013482
SCG MESB ALAUDIN BIN ALWI 83013487
SCG MESB EMELLIA BTE ZULKIFLI 83013499
SCG MESB THANAM A/P RAMAAPPUDU 83013507
SCG MESB NORIDA BINTI ABDUL MANAP 83013560
SCG MESB SITI MAHAWA BINTI OTHMAN 83013618
SCG MESB MIRA BINTI ZAIN CASTILLO 83013644
SCG MESB NORAZIYAH BINTI OTHMAN 83013652
SCG MESB ROHAYA BINTI OTHMAN 83013670
SCG MESB S. SARALA A/P SUBRAMANIAM 83013672
SCG MESB NORIANA BINTI AMAT 83013685
SCG MESB SELVEE A/P VELUSAMY 83013708
SCG MESB HATIJAH BINTI JANTAN 83013726
SCG MESB JAMUNARANI A/P MARUTHAMUTHU 83013892
SCG MESB SHAIDATUL AKMAR BT RAMLI 83013989
SCG MESB NOR HUZAIMAH BINTI MODH DIN 83014032
SCG MESB UMADEVI A/P BASKARAN 83014114
SCG MESB NAFSIAH BTE MAT SHAM 83014147
SCG MESB THAYALANI A/P RAJENDRAN 83014167
SCG MESB KAMISAH BT MOHD TAHAR 83014174
SCG MESB NORHAYATI BINTI MOHAMED SHAH 83014195
SCG MESB NURHAYATI BTE YUSOF 83014196
SCG MESB YUSRIZANA BTE BORHAN 83014204
SCG MESB RAHIMAH BINTI ABDUL KARIM 83014220
SCG MESB DANA LETCHUMI A/P SUBRAMANIAM 83014221
SCG MESB ESVARI A/P SUPAYAH 83014222
SCG MESB ROSLINA BT RAMLI 83014242
SCG MESB MASZURA BINTI MAT SHAH 83014296
SCG MESB MARLIANA BT RAZALI 83014309
SCG MESB ROSNAH BINTI NYAN 83014325
SCG MESB NORNITA BTI MAHADI 83014331
SCG MESB ZAMLINDA BINTI KAMARULZAMAN 83014332
SCG MESB SHARIFAH MAIZATULISMA BT S. ISMAIL 83014333
SCG MESB MAFUZAH BINTI IDRIS 83014390
SCG MESB SITI AJAR BINTI IBRAHIM 83014423
SCG MESB NOOR ZALLINAH BINTI HASHIM 83014469
SCG MESB NORHAZLINA BTE MOHD 83014472
SCG MESB MAGESWARI A/P MANIAM 83014519
SCG MESB P. GANASAYUNTHARI A/P PACKIANATHAN 83014553
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ROSSAMEDAH BT KASAN 83014581
SCG MESB NORAMIZAH BT NORDIN 83014628
SCG MESB NORLIZA BT NAIM 83014629
SCG MESB ZAMNURIZAN BT MARZUKI 83014630
SCG MESB ILDA NORHAIM BINTI ABDUL RAHIM 83014632
SCG MESB NORHAMIZI BIN NORDIN 83014684
SCG MESB SHAMSINOR BTE MOHD ALIAS 83014707
SCG MESB GOPE A/L ATHNIANNAN 83014714
SCG MESB ABDUL RAHMAN BIN JAAFAR 83014797
SCG MESB NORLIZA BINTI MAMAT 83014827
SCG MESB RAMESH A/L SUBRAMANIAM 83014858
SCG MESB LETCUMY A/P T VIJAYA RENGAM 83014863
SCG MESB NORA BTE BAHARUDIN 83014868
SCG MESB S NORA BT AHMAD 83014871
SCG MESB SUTINAH BINTI WAHID 83014983
SCG MESB THILAGAVATHY A/P RAMALINGAM 83015067
SCG MESB TANAM A/P RAMALINGAM 83015068
SCG MESB RASYDIAH BINTI HARUN 83015081
SCG MESB PARVATHI A/P SANASI 83015082
SCG MESB INDRAN A/L SUBRAMANIAM 83015140
SCG MESB AZMI B. ALWI 83015142
SCG MESB MERIAM BINTI JUMAHAT 83015163
SCG MESB ROHAYATI BT SAMAD 83015164
SCG MESB FARIZAH BT YAHAYA 83015234
SCG MESB NORHANEM BINTI ABD AZIZ 83015248
SCG MESB MUMTAZ A/P A. RAZAK @ MACHAP 83015250
SCS MESB HAFIZAH BINTI MOHD ASHIM 83015253
SCG MESB NORIZAH BINTI IBRAHIM 83015255
SCG MESB ROKIAH BINTI SANUSSI 83015263
SCG. MESB BACHTIAR BIN DERIS 83015269
SCG MESB HAZLINDA BINTI SHAPAWI 83015299
SCG MESB HAIRUL BIN BAHUDIN 83015323
SCG MESB NORIHA BINTI BAHARUDDIN 83015336
SCG MESB MOHD SUKRRY BIN MOHD NOOR 83015341
SCG MESB ROJA RAMANI A/P SELVARAJU 83015352
SCG MESB PARAMESWARI A/P THEVARASU 83015396
SCG MESB SALBIAH BTE MAT NOR 83015414
SCG MESB YUZRIHARJONI BIN RIZMAN 83015431
SCG MESB LOKMAN BIN MAAROF 83015435
SCG MESB SITI RAWATI BINTI ISHAK 83015498
SCG MESB JUWINI BTE SAJI 83015506
SCG MESB MAHANI BINTI EDOT 83015510
SCG MESB NORAINA BINTI CHE MAT 83015524
SCG MESB SABARIAH BT ABDUL RAHMAN 83015539
SCG MESB RAJAN A/L NAMA SOWAYAN 83015561
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ABDUL JAMAL BIN ABDUL MANAP 83015588
SCG MESB HAMIDAH BT OMAR 83015589
SCG MESB JASLINA BTE SALIM 83015590
SCG MESB ZAHANI BINTI ISMAIL 83015596
SCG MESB MAZLAN BIN MOHAMAD ZIN 83015667
SCG MESB MOHD HASLIZAN BIN SALEHUDDIN 83015672
SCG MESB SIVARAJA A/L MAHAN 83015683
SCG MESB SURIANI BTE ZAINAL 83015684
SCG MESB MUN YUEN LEN 83015715
SCG MESB ROHANA BINTI OSMAN 83015791
SCG MESB SHAMSINAR BINTI BAHAROM 83015802
SCG MESB SANTHA A/P NARAYANAN 83015811
SCG MESB MASNAH BT IBRAHIM 83015814
SCG MESB ROZANA BINTI IMSAIL 83015878
SCG MESB RIZAL BIN ABDUL RAHMAN 83016017
SCG MESB CHU KIM HONG 83016018
SCG MESB NOR SHUHANA BINTI HASAN 83016060
SCG MESB SARA BINTI ABDUL KADER 83016065
SCG MESB SITI MARYAM BT OTHMAN 83016074
SCG MESB ZANIZAH BT ABU BAKAR 83016075
SCG MESB ZAIMAH BT ZAINAL 83016078
SCG MESB ZAZALINA BTE GHAZALI 83016083
SCG MESB ROHANI BINTI YUNUS 83016112
SCG MESB NORAMLIAH BINTI MOHAMED RAMBLEY 83016122
SCG MESB NORRIFAH BINTI YAHYA 83016124
SCG MESB GUNESWARY A/P BATA LINGGAM 83016212
SCG MESB RAFIDAH BINTI OMAR 83016236
SCG MESB NORMALA BINTI HASHIM 83016238
SCG MESB MOKANAH A/P DHANARAJU 83016239
SCG MESB PALANIAPAN A/L ARUMUGAN 83016259
SCG MESB SALIENA BINTI MALEK 83016272
SCG MESB SATHIAMOHAN A/L SOMASUNDRAM 83016279
SCG MESB MOHD SHAMSUL BIN SAHARI 83016284
SCG MESB SITI NORHASLINA BT ZAKARIA 83016312
SCG MESB SITI NOOR ASIAH BINTI ZAKARIA 83016313
SCG MESB ROSLINDA BT OTHMAN 83016335
SCG MESB SITI AISHAH BINTI RAMADZAN 83016336
SCG MESB ROHAYA BINTI RAMLI 83016459
SCG MESB NORAZNIM BINTI ADNAN 83016465
SCG MESB SITI MARIAM BINTI ANVAR @ MOHD ANVER 83016466
SCG MESB ANBUNCH SELVI A/P RAMAN 83016501
SCG MESB ROSHARIZA BINTI RAMLAN ROES 83016504
SCG MESB ZURINA BINTI MOHD DAUD 83016509
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ROSLINDAH BINTI MOKTAR 83016527
SCG MESB KASTHURI A/P SATAYANAZAM 83016541
SCG MESB VANITHA A/P MANOHARAN 83016542
SCG MESB JAYAMALAR A/P MANOHARAN 83016543
SCG MESB NOOR AZLINA BINTI MOHD YUSOP 83016545
SCG MESB MALIAH BINTI OTHMAN 83016561
SCG MESB HAZELINA BINTI HARUN 83016577
SCG MESB NALINY A/P SELADURAI 83016588
SCG MESB SUBARDINI BT KATIMIN 83016613
SCG MESB FARINA BINTI LOKMAN 83016614
SCG MESB VANITHA A/P PARAMASIVAM 83016647
SCG MESB JANAKI A/P SINNASAMY 83016685
SCG MESB SUPPAMMAH A/P G. PAVADAI 83016751
SCG MESB MALIKA A/P KUNJAPPAN 83016752
SCG MESB VIKNESWARAN A/L RAMAN 83016804
SCG MESB NAGARAJAN A/L VISUNATHAN 83016806
SCG MESB NORMA BINTI RAMLI 83016823
SCG MESB HALWANI BT HASSAN 83016832
SCG MESB HARTINI BINTI RIPIN 83016837
SCG MESB SITI HALIMAH BINTI BAKAR 83016840
SCG MESB FARIDAH BINTI HAJI MAHMUD 83016860
SCG MESB SHARIDAH BINTI UJANG 83016866
SCG MESB RAJESWARY A/P RAMASAMY 83016872
SCG MESB SURINDER KAUR A/P HARJIT SINGH 83016880
SCG MESB NOR AZLINA BINTI ALIAS 83016897
SCG MESB WAN ROSTEE BINTI MOHAMAD HUSSIN 83016984
SCG MESB SUHAIDA BINTI ABDUL SUKUR 83016987
SCG MESB MOHD AZLAN BIN DOLLAH 83016996
SCG MESB MUHAMMAD SAIFUL RIZAM BIN MD KHALIB 83016997
SCG MESB MARHANA BINTI MOHD PADLI 83017005
SCG MESB ERMA SHARMIZA BINTI ABDUL RAHIM 83017017
SCG MESB ISMADALITA BINTI ABD RAIS 83017018
SCG MESB FUZIAH BINTI MAJID 83017020
SCG MESB POZIAH BINTI YUSOF 83017027
SCG MESB NORSHIAH BT NORDIN 83017032
SCG MESB RAHAYU BINTI ABU HASSAN 83017044
SCG MESB MAIMON BINTI ALIAS 83017046
SCG MESB NOR AZAH BINTI AZIS 83017058
SCG MESB HASNAH BINTI HASSAN 83017059
SCG MESB NORMAH BINTI MOHD NOH 83017077
SCG MESB KAMARIYAH BT ADAM 83017120
SCG MESB NOR ZUHAILA BINTI BORHAN 83017173
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB KANAGAVALII A/P SURAMANIAM 83017210
SCG MESB ZURIANA BINTI MOHD ZAIN 83017224
SCG MESB ZAMREE BIN AHMAD 83017269
SCG MESB ZAZLIA BINTI MOHD YUSOF 83017290
SCG MESB MUHAMMAD FAIZUL BIN MD SAAT 83017344
SCG MESB PAIROS BT AB. GHANI 83017401
SCG MESB KASMAWATI BINTI MOHD YUSOFF 83017454
SCG MESB NORMAH BT MOHD YUSOF 83017537
SCG MESB LETCHUMIAMMAH A/P SUBRAMANIAM 83017558
SCG MESB NORHAYATI BTE MUHAMMAD 83017613
SCG MESB AZLI SHAM BIN KHAIRUDDIN 83017630
SCG MESB MOHAMAD KADIR B. ABDUL KARIM 83017722
SCG MESB CHU KIM SWEE 83017742
SCG MESB MOHD YUSNIZAM BIN MINHAT 83017748
SCG MESB MOHD AZALI BIN ABU 83017749
SCG MESB NANI SUHAILAH BINTI ABDUL RAHMAN 83017791
SCG MESB JEYANTHI A/P VALAITHAM 83017846
SCG MESB MAZURA BINTI TAHAR 83017847
SCG MESB MAZNAH BT ADAM 83017882
SCG MESB NORSITAH BTE MOHAMAD 83017885
SCG MESB ROSNEH BTE ABD JALIL 83017897
SCG MESB HASLIZA BT DERAMAN 83017914
SCG MESB MATIAH BINTI ARIB 83017917
SCG MESB HAMIZAN BIN JAAFAR 83017932
SCG MESB ANIEZA BT AHMAD 83017957
SCG MESB ANUAR BIN MOHD SAID 83017963
SCG MESB MAZRAH BT MOHD ZIN 83018016
SCG MESB AZLI BIN MOHAMAD RAN 83018036
SCG MESB MUHAMAD FAUZI BIN YAHYA 83018038
SCG MESB NORZAIDI BIN MD NOR 83018039
SCG MESB ZULKIFLI BIN MAT 83018075
SCG MESB ABD MALEK BIN ABD GHANI 83018082
SCG MESB MASNITA BINTI MOHD 83018135
SCG MESB NORSALILIWATI BINTI MOHAMED SALLEH 83018176
SCG MESB NESAMALAR A/P VERAMALI 83018248
SCG MESB MOHD YAZID BIN LATIFF 83018260
SCG MESB ROSNAH BINTI IMSAIL 83018292
SCG MESB ZAITON BINTI IMSAIL 83018293
SCG MESB HEZALINDA BINTI ABDUL JAMAL 83018296
SCG MESB KHADIJAH BINTI HUSSIN 83018297
SCG MESB SERI SARBARNUM BINTI AB RAHMAN 83018302
SCG MESB ACHMAD FAIZUL BIN BOLIA 83018306
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ROSELEIN A/P DAVID 83018307
SCG MESB FAZULITA AZMA BINTI AMIR HAMZAH 83018326
SCG MESB RUSNAH BINTI MD YUSOFF 83018332
SCG MESB ROSMAWARNI BINTI MOHD ISA 83018351
SCG MESB MUHAMMAD BIN HASSAN 83018357
SCG MESB KETHA A/P RALATHI @ KANNIA SEELAN 83018359
SCG MESB NORAFI ZAL BIN YAAKOP 83018362
SCG MESB MARLIKA A/P RENGASAMY 83018396
SCG MESB SUZITA BINTI KAMARUDDIN 83018418
SCG MESB NORRIZAH BINTI HARUN 83018424
SCG MESB FADILLAH BT MARJURI 83018445
SCG MESB FAZLYA ASYURA BINTI MOHAMMAD NOOR 83018446
SCG MESB NELLY ARIYANTY BINTI KAMARALZAMAN 83018449
SCG MESB SALMAH BINTI MD YUSOH 83018454
SCG MESB NORAIDA BINTI MISPAN 83018473
SCG MESB ROHANA BINTI MATMAN 83018478
SCG MESB ZABINAH BINTI SAAT 83018481
SCG MESB PNITAH A/P SUNDRARAJ 83018496
SCG MESB NORHAYATI BINTI ZAINAN 83018503
SCG MESB NOR FARIZA BINTI MUHAMMAD NOR 83018560
SCG MESB ALAGHEE A/P P. PITCHAYA 83018563
SCG MESB AZIZAH BINTI MD JAN 83018612
SCG MESB MARILYN MINDA ANAK ENGKULAU 83018614
SCG MESB SITI SALIZA BINTI ZAKARIA 83018617
SCG MESB NORAZIZAH BINTI HASSAN 83018730
SCG MESB SUZAYA BINTI SALLEH 83018733
SCG MESB NORHAFIZAH BINTI MOHD NOR 83018791
SCG MESB NORAIDAYATI BINTI ABDUL KADIR 83018795
SCG MESB FARID BIN AHMAD 83037627
SCG MESB SELLAPAN A/L S MUTHUCHELLAPAN 83007510
SCG MESB CHOY CHAN YONG 83007524
SCG MESB LOH BOON SZE 83008062
SCG MESB ABD GHANI KEDAH 83008786
SCG MESB TEE PUAT HWEY 83009586
SCG MESB ROSELI BIN MOHD YUSOF 83012896
SCG MESB WILLIAM JOSHUA A/L JAMES JOSHUA 83014522
SCG MESB ABDUL RAHMAN B ABD MALEK 83001177
SCG MESB SUZANA BT ABDULLAH 83006599
SCG MESB NOORSHAM BIN OTHMAN 83007646
SCG MESB ABDUL RAZAK BIN AZIZAN 83008409
SCG MESB MOHD BADARUDIN BIN ABD MAJID 83012831
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ZAKARIA BIN HASHIM 83015696
SCG MESB ZALIHA BTE HASSAN 83000338
SCG MESB PUVANANDRAN S/O KARUPPIAH 83002889
SCG MESB GANESA MOORTHY SUBRAMANIAM 83003393
SCG MESB D RAMACHANDRAN S/O DURAISAMY 83004469
SCG MESB LAU SIONG CHO 83006392
SCG MESB MOKHTAR BIN MAMAT 83006570
SCG MESB LOW SENG CHUAN 83007397
SCG MESB MARK ANAND THOMAS 83009226
SCG MESB AMIR RASLAN BIN YAHYA 83009286
SCG MESB AHMAD DARZI BIN UMAR 83010564
SCG MESB LIM JEW TUANG 83011550
SCG MESB HANAZLI BIN ABDUL HALIM 83011551
SCG MESB MOHD YUSOF BIN ABDULLAH 83012081
SCG MESB KHAIRANI BTE MUKTAR 83012100
SCG MESB MAZLAN BIN JELAVADIN 83012161
SCG MESB M KUMARAN A/L MARIMUTHU 83012323
SCG MESB SAIFUL ALJUFFRY BIN OSMAN 83012564
SCG MESB LEE CHEE HWEE 83012835
SCG MESB RAVEE A/L RAMASAMY 83012907
SCG MESB WONG WEI CHUAN 83013096
SCG MESB CHONG NGAI YUIN 83013098
SCG MESB VIKNESWARAN A/L SINNIAH 83013102
SCG MESB LIM YEW KUIN 83013420
SCG MESB THINAKARAN A/L M. GOVINDASAMY 83013446
SCG MESB LEONG YEOW LEE 83013552
SCG MESB ANANDTHAN A/L KRISHNASAMY 83013575
SCG MESB MD RAZMI BIN ABDUL KARIM 83015574
SCG MESB ROFLIZAN BIN IBRAHIM 83015634
SCG MESB RAJASEGARAN A/L SAMIKANNU 83015691
SCG MESB YAP KIM WAH 83015735
SCG MESB TAN CHEE SENG 83016224
SCG MESB TAN HOU SIONG 83016904
SCG MESB NOOR MOHAMMAD IZAAZUL AKBAR BIN ISHAK 83016952
SCG MESB SHEILA DEVI A/P RAMAN 83017206
SCG MESB GANESAN A/L PONNUSWAMI 83017527
SCG MESB NG CHEW YAN 83017595
SCG MESB WONG CHEE KEONG 83017704
SCG MESB ABDUL RAZAK BI M. IDRIS 83017763
SCG MESB LIM CHONG DIEN 83017768
SCG MESB MUNIANDY A/L SHUNMUGAM 83017838
SCG MESB PRAKESH A/L V. SUBRAMANIAM 83017977
SCG MESB RAYMOND LEE KUAN SENG 83017997
SCG MESB KWAN CHEE KEONG 83018225
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB KUMARAN A/L KRISHNAN 83018531
SCG MESB MOHD AZAHAR BIN MOHD NOOR 83018532
SCG MESB REZAWATI BINTI ISMAIL 83018721
SCG MESB AFIZA HARTINI BINTI ZULKIFLI 83018739
SCG MESB MAHSURI BT ADAM 83000036
SCG MESB PHILOMENA D/O LOUIS 83000045
SCG MESB B PADMANABAN 83000243
SCG MESB VINCENT P LOURDES 83000363
SCG MESB BADRULHISHAM B AB RAHMAN 83000366
SCG MESB JUNAIDAH ONG BINTI ABDULLAH 83000620
SCG MESB TANG KOOK LEONG 83003232
SCG MESB WONG FOOK SENG 83003425
SCG MESB RAJASAGARAN S/O GOVINDARAJOO 83004084
SCG MESB GOBAL A/L DEVARAJOO 83004401
SCG MESB AB AZIZ BIN ABDULLAH 83004413
SCG MESB MOHD JOHARI BIN JAAFAR 83004809
SCG MESB MOHD NASIR B MOHD MASBAH 83005031
SCG MESB CHUA TIOW ENG 83005367
SCG MESB LORHENDREN S/O PARUMAL 83005371
SCG MESB PRENTHAVAN A/L SELVANAYAKAM 83005671
SCG MESB LOY SAI YU 83005743
SCG MESB HON KAI MOO 83005830
SCG MESB KAMARUDIN BIN OTHMAN 83006346
SCG MESB CHAN MAY PING 83006355
SCG MESB JOHARI AMRAN B WAZIR 83006514
SCG MESB ABDUL RAZAK B TAJUL AMAR 83006681
SCG MESB NAHARUDIN BIN HASHIM 83006870
SCG MESB MUHAMMAD NANDA BIN ABDULLAH 83006873
SCG MESB YAP YIEN FONG 83007063
SCG MESB SURESH KUNALAN 83007515
SCG MESB ONG CHUN KIE 83007546
SCG MESB VADIVELOO S/O KRISHNAN 83008090
SCG MESB ZAHARI BIN ALI 83008230
SCG MESB LOH CHEE CHIN 83008243
SCG MESB VENKATARAMANA S/O APPALANAIDU 83008248
SCG MESB PALANISAMY A/L PALANY 83008300
SCG MESB MOHD MISRI BIN DOLLAH KANAN 83008537
SCG MESB ROSMAN BIN MANSOR 83008585
SCG MESB NAVENDRAN A/L M. DORAISAMY 83008632
SCG MESB NATHAN SOMAYAH 83008744
SCG MESB HASHINORDIN BIN HASHIM 83008789
SCG MESB MOHAN A/L RAMASAMY 83009136
SCG MESB NOOR DAHALAN B HASHIM 83009151
SCG MESB MOHD ZULKAMAL PUNNIA BIN ABDULLAH 83009244
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB HAMDAN BIN LAM 83009326
SCG MESB FAISAL BIN ZAINUDDIN 83009341
SCG MESB MOHD RIDZRUAN BIN ABU 83009345
SCG MESB AMIR HAMZAH BIN ISMAIL 83009389
SCG MESB TAN SENG LEE 83009446
SCG MESB SEGAR S/O KUPPUSAMY 83009737
SCG MESB HALIMY MAHENDRA BIN NAZARUDDIN 83009740
SCG MESB ABD MUTOLIB BNIN ABD WAHAB 83010563
SCG MESB HARMOHAN SINGH A/L HARDAM SINGH 83010566
SCG MESB SUHAIZAN BIN MOHD SABUDIN 83010662
SCG MESB SURIAKUMAR A/L SUBRAMANIAM 83010667
SCG MESB WONG CHOON WEI 83010687
SCG MESB RUDZI BIN USOR 83010729
SCG MESB SAUFI BIN ZAKARIA 83010730
SCG MESB RAMLI BIN MOHD AHIR 83010914
SCG MESB MOHD ADY SHAHRIN B SABIRIN 83011010
SCG MESB ANITA BT MOHD @ SEMAN 83011035
SCG MESB HO JENN THAIR 83011036
SCG MESB AZMI ABDULLAH 83011210
SCG MESB AMRAN BIN OTHMAN 83011211
SCG MESB AMRAN BIN AB RAHMAN 83011449
SCG MESB ZULKIPLI BIN AHMAD 83011458
SCG MESB MOHD SHAHRIL BIN ISMAIL 83011459
SCG MESB MOHD NORDIN B MOHD ZIN 83011584
SCG MESB CHOI KOK TONG 83011586
SCG MESB CHOY SOON SING 83011750
SCG MESB VALLIADAM A/L MURUGAYAH 83011751
SCG MESB LEE BOON TIONG 83011764
SCG MESB GEALE FONSEKA 83012162
SCG MESB SHAROM BIN REDZUAN 83012324
SCG MESB KUMARA RAJA A/L CHINNATHAMBY 83012636
SCG MESB VASUTHEVAN A/L NANUKUTTAN PILLAI 83012645
SCG MESB MOHAMAD HIDZIR ABDUL GHANI 83012829
SCG MESB NOOR AZIZ IBIN HASHIM 83012902
SCG MESB ZAMANI B KANDIS 83013251
SCG MESB RAJASEGARAN S/O SUBBAIAH 83013300
SCG MESB PALANIAPPAN A/L SUNDRAM 83013301
SCG MESB MANIMARAN A/L BALAKRISHNAN 83013303
SCG MESB HOW CHOON ANN 83013395
SCG MESB MD YUSOF BIN SILONG 83013529
SCG MESB SUNDRAMURTHI A/L JOSHUA 83013531
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB ALANAS BIN HUSIN 83013551
SCG MESB LEE YUE MING 83014183
SCG MESB JOHN ARULDASS A/L ARUL JAYAPAL 83014434
SCG MESB SITI HALIJAH BINTI TALIB 83014478
SCG MESB NALLAKARUPPAN A/L MANIKAM 83014479
SCG MESB THEVARAJAN S/O AYANARAPPAN 83014557
SCG MESB ROZALI BIN AB MANAF 83014769
SCG MESB BALAKRISHNAN S/O SUNDARAJU 83015051
SCG MESB MOHD NAZIRILLAH BIN OTHMAN 83015123
SCG MESB OTHMAN BIN ABD RAHMAN 83015302
SCG MESB SUBARAMNIYM A/L SENIVASAN 83015306
SCG MESB PREMUKUMAR A/L SUHANDIRA VIRAN 83015312
SCG MESB MOHD RAZIP BIN SAMAN 83015467
SCG MESB JAGJEET SINGH S/O AJMIR SINGH 83015523
SCG MESB ZAMRI BIN ALUS 83015635
SCG MESB KAMARUZAMAN BIN MOHAMAD ALI 83015692
SCG MESB ANBALAGAN A/L ADAKIAN 83015694
SCG MESB LIM BOON KEONG 83015733
SCG MESB ANDREW A/L LUKAS 83015737
SCG MESB ZAMRI BIN MAHMOOD 83015738
SCG MESB CHOW WAI TUCK 83015739
SCG MESB SIVA SUPPU S/O RAMASAMY 83015748
SCG MESB SULAIMAN BIN ABD WAHAB 83015781
SCG MESB SENGGARAN A/L SOOINARAYANAN 83015787
SCG MESB CHON KOK YIN 83015809
SCG MESB KAMAROZAMAN BIN YAACOB 83015817
SCG MESB THIAKU A/L VYTHILINGAM PILLAI 83017152
ScG MESB HOW KOK CHUNG @ HO KOK CHUNG 83017306
SCG MESB ADZHAR BIN ALIAS 83017603
SCG MESB WANG SOON WEI 83017709
SCG MESB MOHD YUSNI BIN MOHD YUSOFF 83017728
SCG MESB CHANTHIRAVANNAN A/L SUBRAMANIAM 83017762
SCG MESB HASPIRUDIN BIN BASIRON 83017773
SCG MESB GOBU A/L VANNIMUTHU 83017843
SCG MESB SHAMSUDIN BIN ABU 83017866
SCG MESB SAIFUL BAHARI BIN TALIB 83017928
SCG MESB WONG POH HENG 83017994
SCG MESB NARENDRA A/L HARICHANDRA 83018007
SCG MESB YOHANANTHAN A/L VIVEGANANTHAN 83018101
SCG MESB SAIFUL AZMI BIN HAMZAH 83018105
SCG MESB TAMIL SELVAN A/L THIRUMALAI 83018129
SCG MESB WAN MOHD ZUHAIRIN BIN MD ZAKI 83018130
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MESB NISMAN BIN WAGIH 83018578
SCG MESB DOROTHY FERNANDEZ 83003270
SCG MESB DARLING VIJAYA KUMARI A/P KUMARAN 83006299
SCG MSSB JAHARAN NGADIRON 83001166
SCG MSSB NOREELA AMAT 83002245
SCG MSSB MISCHOM MOHD ARIF 83002495
SCG MSSB RAKIAH BAHARUDIN 83002801
SCG MSSB TAN BEE FEN 83004150
SCG MSSB SHARIFAH AZWAN SYED ALI 83004276
SCG MSSB RABIAH KASIM 83004563
SCG MSSB NORLIAH BT SHARARUDIN 83005981
SCG MSSB TENGKU SALWA BT TENGKU REDZUAN 83005986
SCG MSSB PARVATHY A/P CHAKARAPANY 83005988
SCG MSSB ZAINAB BT OMAR 83006341
SCG MSSB ROKIAH BT GHAFAR 83006439
SCG MSSB NORIDAH BINTI NUNET 83006843
SCG MSSB AZIZAH BT ABDULLAH 83007992
SCG MSSB SHILA NAIR A/P SREENIVASAN 83008495
SCG MSSB ZALEHA BTE BAHARIN 83008598
SCG MSSB YUSRIANI BT MD YUSOFF 83008664
SCG MSSB FOUZIA BTE MAHAMAD HAMLI 83008809
SCG MSSB ZAITON BTE HASHIM 83009112
SCG MSSB RUSNAH BTE RAMLI 83009857
SCG MSSB HARIYATI BTE MOHAMAD 83010036
SCG MSSB ROHAYA BTE AHMAD 83010231
SCG MSSB NORAZAH BTE AB AZIZ 83010341
SCG MSSB SARIDAH RAHMAT 83010407
SCG MSSB ROZZIAH BT RAHMAT 83010437
SCG MSSB ROSMALIZA BT ROSLY 83010559
SCG MSSB ZUNALIZA BTE RAMLAN 83010770
SCG MSSB CHITTRA A/P MUNION 83011107
SCG MSSB KALIAMAH A/P MUNIANDY 83011501
SCG MSSB AZMAH BTE KHALID 83012475
SCG MSSB NORA BINTI MOHAMAD 83013189
SCG MSSB ZALEHA BTE YAAKUB 83014426
SCG MSSB FATIMAH BINTI OMAR 83017103
SCG MSSB MARIANI MASARI 83000085
SCG MSSB MIDAH A TALIB 83000676
SCG MSSB MAZNAH MANAP 83000711
SCG MSSB NORMA MD NOR 83001212
SCG MSSB HABSHAH BT OTHMAN 83001605
SCG MSSB EMRAH HJ ABD RAHMAN 83001929
SCG MSSB RUDZIAH AHMAD 83002349
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NAHOO KRISHNAN 83002366
SCG MSSB SEPIAH TAHA 83002388
SCG MSSB BEDAH BAHARUN 83002444
SCG MSSB RAZIAH ELIAS 83002450
SCG MSSB NORMAH SALIM 83002469
SCG MSSB KAMSIAH KHAMID 83002552
SCG MSSB ZAWIYAH ISA 83002579
SCG MSSB HASNAH ABD MAJID 83002862
SCG MSSB UBAIDAH MD NOR 83003191
SCG MSSB NORHAYATI HAMZAH 83003276
SCG MSSB THAM YOCK LAN 83003610
SCG MSSB SHARIYAH SHAMSUDIN 83003680
SCG MSSB SATHEESWARI MUNISAMY 83003721
SCG MSSB HASNAH SHININ 83003818
SCG MSSB ZAINUN RASIP 83003842
SCG MSSB SHARIFAH AB HAMID 83003903
SCG MSSB ASMAH YAACOB 83003932
SCG MSSB SABARIAH ISMAIL 83003933
SCG MSSB AZIZAH ISHAK 83004327
SCG MSSB BADARIAH ABD SAHAK 83004509
SCG MSSB SARAH BUDIN 83004524
SCG MSSB NORHASNI ALOM 83004600
SCG MSSB HAMINAH SHARIFF 83004676
SCG MSSB SITI MARIAM MD TAP 83004789
SCG MSSB SAW LEA SENG 83004853
SCG MSSB NORIAH JAAFAR 83004929
SCG MSSB ROSIMAH JUMAAT 83005083
SCG MSSB NORIZAH SULAIMAN 83005288
SCG MSSB SARATHA SUBRAMANIAM 83005380
SCG MSSB NOR ASMAH YAHYA 83005463
SCG MSSB NORLAILA HASHIM 83005515
SCG MSSB NOR BT WAHAB 83006108
SCG MSSB FAUZIAH HANIM BT ARSHAD 83006109
SCG MSSB KADARIAH BT Z ABIDIN 83006186
SCG MSSB HAMIDAH IBRAHIM 83006216
SCG MSSB ZAINON BT ALIM 83006288
SCG MSSB SHARIPAH BT HJ NORDIN 83006433
SCG MSSB ROSLAILI BT JUNAN 83006450
SCG MSSB AINAH KASSIM 83006604
SCG MSSB SHARIFAH BT SULAIMAN 83006642
SCG MSSB ROHANI BT YUSOFF 83006668
SCG MSSB RUSNANI BINTI ABDUL HAMID 83006678
SCG MSSB MUTHAMMAH A/P VELAEDEN 83006692
SCG MSSB ZAUWIYAH BT MAT JUSOP 83006714
SCG MSSB SRI LATHA A/P SELLAMUTHU 83006821
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB KAMISAH BT KARIB 83006846
SCG MSSB NIRMALA THEVY D/O PALANISAMY 83006894
SCG MSSB MAZANAH BTE MOHD ZAIN 83006948
SCG MSSB NORSHAM IBRAHIM 83006975
SCG MSSB NORLIZA BTE HASHIM 83006992
SCG MSSB NORAINI HUSSIN 83006993
SCG MSSB NORLELA BT BUSIN 83007007
SCG MSSB ZALEMA BT MOHD AWAL 83007013
SCG MSSB NORAZIZAH ABDULLAH 83007024
SCG MSSB ZAINAB BT MAHMUD 83007032
SCG MSSB ROSZALINA BT MOHAMMAD ALI YASIN 83007052
SCG MSSB PUSHPALATHA FRANCIS JAVIER 83007094
SCG MSSB ROHANA BTE ABDULLAH 83007110
SCG MSSB M MUNIAMAH A/P MUNUSAMY 83007155
SCG MSSB LAW CHEE FEE 83007203
SCG MSSB TAMILKODI A/P SAMIKKANDO 83007228
SCG MSSB SALIAH BT MOHD TAB 83007237
SCG MSSB ROHANI BT ABDUL JALIL 83007281
SCG MSSB USHARANI A/P KRISHNASAMY 83007298
SCG MSSB SIOW LEE CHING 83007366
SCG MSSB SITI FATIMAH BT TALIB 83007425
SCG MSSB SARIMAH MAAROF 83007437
SCG MSSB ZALINA JIDIN 83007442
SCG MSSB J P SHELLY 83007803
SCG MSSB HAMIDAH BT MANAT 83007813
SCG MSSB ERAWATI BAHARUDIN 83008007
SCG MSSB ZURAYA BTE MAT ALI 83008020
SCG MSSB KHALIMAH BINTI MUSA 83008059
SCG MSSB FRANCISCA NGU KEI ING @ FARIDAH ABD 83008102
SCG MSSB NORRIZA OSMAN 83008107
SCG MSSB NOORESHEDA ESMAIL 83008115
SCG MSSB LAW CHEE WANN 83008235
SCG MSSB MAGESWARY D/O BATUMALAI 83008337
SCG MSSB MAZLIN BINTI ABDUL AZIZ 83008351
SCG MSSB LIAU CHAI FOONG 83008367
SCG MSSB KALAVATHY A/P SIVASAMY 83008371
SCG MSSB ZAHANUM HAJI ISA 83008374
SCG MSSB SITI RUSLINA BT MOHD ALI 83008377
SCG MSSB HAYATI BTE KAMARUDIN 83008662
SCG MSSB NORLIA MALEK 83008671
SCG MSSB ZAITON BTE OTHMAN 83009018
SCG MSSB SAHIDAH BTE KASIM 83009047
SCG MSSB SELVARANI A/P PERUMAL 83009090
26
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORAIN BTE ALIAS 83009113
SCG MSSB NOR ESAH BT ABD MANAP 83009121
SCG MSSB K MALA A/P KARUPPIAH 83009271
SCG MSSB SELVARANI A/P GOBALASINGAM 83009536
SCG MSSB NORILYAH ABD MANAN 83009540
SCG MSSB MARIAIE A/P MARIAPPAN 83009549
SCG MSSB SAKTHI NEELA A/P VADIAPPAN RAMAN 83009706
SCG MSSB SANTHA A/P PACKIRISAMY 83009708
SCG MSSB ROHAIDA BTE RAMLI 83009763
SCG MSSB SHARIFAH HASLINA SYED AHMAD 83009765
SCG MSSB ARBAIYAH MOHTAN 83009795
SCG MSSB NORFADZILAH BTE MOHD ISHAK 83009805
SCG MSSB NOR AFIZAH BINTI MOHAMMAD DAUD 83009876
SCG MSSB NIK ROPIZAH BINTI DERAHIM 83009689
SCG MSSB HALIMATUSAADIAH ABD KUDUS 83009960
SCG MSSB ARDILETCHUMY A/P RAJAGOPAL 83009996
SCG MSSB SITI HAIDA BINTI NURAN 83010047
SCG MSSB ZAINOOR BT BAHARUDDIN 83010078
SCG MSSB PREMA A/P RAMAN 83010088
SCG MSSB ZAINAH BTE DOLLAH 83010126
SCG MSSB NORMANIDA BTE SALEH 83010204
SCG MSSB NORIMAH BINTI IDRIS 83010214
SCG MSSB BUNING AK LUYOH 83010255
SCG MSSB KALSUM MOHD SAID 83010277
SCG MSSB MURUGAYEE A/P C MAPAPPAN 83010302
SCG MSSB NORHAYATI ZAKARIA 83010313
SCG MSSB ROSEMALAWATI BT SHAMSUDDIN 83010326
SCG MSSB FHARIDAH BT MOHD DZALAN 83010344
SCG MSSB MARIAYEE D/O SUBRAMANIAM 83010348
SCG MSSB S SANTHI A/P SANKU PILLAI 83010351
SCG MSSB ROSFARIZAH BTE MD JAN 83010353
SCG MSSB ROSMAWATI BINTI MANAP 83010363
SCG MSSB SITI AZURA BTE NAJURI 83010365
SCG MSSB KALAISELVI A/P SUPPIAH 83010396
SCG MSSB NORZALI BINTI SAIMON 83010399
SCG MSSB KASLIZANA BTE ABD WAHAB 83010408
SCG MSSB JUNAINAH BTE JAMAHARI 83010444
SCG MSSB ROHANI BINTI HUSAINI 83010452
SCG MSSB KAMARIAH BTE SHARIF 83010459
SCG MSSB SITI NOR BT MAT 83010522
SCG MSSB ZURAINAH BTE NEDI 83010536
SCG MSSB ROBIAH BTI HJ ABD HALIM 83010682
SCG MSSB CHANDRA A/P KUPPUSAMY 83010693
27
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORAIDAH BT RABU 83010697
SCG MSSB NOR HAYATI BTE MOHD NOR 83010725
SCG MSSB BAWANI A/P MANIAM 83010739
SCG MSSB NORSHAMSURAYA BT HARUN 83010744
SCG MSSB NOR AZIAH BTE ISMAIL 83010956
SCG MSSB UMI KALSOM BTE ABD KARIM 83011005
SCG MSSB ROHANI BTE MD ZIN 83011118
SCG MSSB HAMIZA BTE ADAM 83011413
SCG MSSB SUHAILA BT MD SHARIF 83011780
SCG MSSB ZAINAB BT ATIFF @ ATEK 83011785
SCG MSSB NORIZA BT ISA 83011797
SCG MSSB NORHAYATI BTE ABD MUBIN 83011801
SCG MSSB NORSAMSINAR BT YAAKOB 83011952
SCG MSSB MAZNI BINTI YAHYA 83012001
SCG MSSB MUNIAMAH A/P RAJOO 83012138
SCG MSSB NORMALIZA BINTI ZULKAPLI 83012142
SCG MSSB RAJA MAZLAN BT RAJA SAH 83012205
SCG MSSB NG SAU PING 83012237
SCG MSSB MARIYAMMA A/P KALIMUTHU 83012260
SCG MSSB ISMAYATI BTE YAHYA 83012335
SCG MSSB BASIAH BTE ALIAS 83012398
SCG MSSB SUHAILA BTE KHALID 83012476
SCG MSSB NORASHIKIN BT MD YUNUS 83012528
SCG MSSB FATIMAH BINTI HAJI HUSAIN 83012538
SCG MSSB JANAKI A/P RAMAN 83012579
SCG MSSB RUSMIZA BINTI YAHAYA 83012586
SCG MSSB NORLIDAYATI BTE YAHAYA 83012623
SCG MSSB THULASIRANI A/P PERUMAL 83012659
SCG MSSB NORIERU BTE ABDULLAH 83012700
SCG MSSB JUNAINAH BT. MUSA 83012704
SCG MSSB FARIDAH BT. IDRIS 83012705
SCG MSSB SHARIMAH BINTI NORDIN 83012720
SCG MSSB RAHIMAH BT ABDUL RAHMAN 83012730
SCG MSSB SALEHA BINTI SHARIFF 83012804
SCG MSSB SARASWATHY A/P PALANISAMY 83012870
SCG MSSB RAINA BTE ABU 83012884
SCG MSSB MARINA BINTI SALEH 83012925
SCG MSSB NORYATI BINTI WAHID 83012936
SCG MSSB LILY A/P VALAYUDHAM 83012940
SCG MSSB SUZANA BINTI HASSAN 83012952
SCG MSSB LECHEMI A/P SAINASY 83012963
SCG MSSB MASLINDA BINTI ABU 83012984
SCG MSSB NOOR HAYATI BINTI OTHMAN 83013020
SCG MSSB ZAIVADAH BINTI NORDIN 83013061
SCG MSSB KRISHNAVENI A/P PARAMASEVAM 83013064
28
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROZIEDAR BINTI MOHD FUZI 83013094
SCG MSSB NORFAIZAH BTI ZAINAL 83013119
SCG MSSB KRISHNAVANY D/O VEERASINGAM 83013123
SCG MSSB SHOBA NAIR D/O RAMAN 83013245
SCG MSSB ZAITON BT BIDIN 83013275
SCG MSSB NORHAMIDA BTE MOHD NOOR 83013345
SCG MSSB ROSINA BINTI ABD. RAHMAN 83013373
SCG MSSB SITI ROSHIDAH BT A. RAHMAN 83013602
SCG MSSB AZLIAWATI BINTI ZAINUDDIN 83013746
SCG MSSB NORZAINI BTE MD LAZIN 83013782
SCG MSSB MASLINDA BT ISHAK 83013789
SCG MSSB AZALEHA BINTI AWALLUDDIN 83013828
SCG MSSB HASNAH BINTI ABDULLAH 83013842
SCG MSSB FAUZIAH BT SIHAT 83013858
SCG MSSB JAYANTHIE A/P SUPRAMANIAM 83013864
SCG MSSB ROHAYAH BT TALIB 83013873
SCG MSSB NORAZLINDAYATI BT YAHAYA 83013954
SCG MSSB SIVAMALAR A/P PARAMASIVAM 83013963
SCG MSSB ZAIDA BINTI ZAKARIA 83014012
SCG MSSB SIAH BBINTI ALI 38014054
SCG MSSB SITI ZAFARAN BTE AHMAD 83014241
SCG MSSB RAJAMANI A/P DHANARAJU 83014299
SCG MSSB ZAINON BT KHAMAR 83014347
SCG MSSB MAZITAH BINTI ABD KADIR 83014441
SCG MSSB SHARIFAH BTE MOHAMMAD JANI 83014650
SCG MSSB MOHNI A/P MONOHAR 83014774
SCG MSSB NOOR SABREE BINTI MAD ZIN 83015041
SCG MSSB MARIAH BINTI RASIT 83015507
SCG MSSB ANNA BT MOHAMMAD 83016140
SCG MSSB LAILA BT MOHAMED YUSOF 83016198
SCG MSSB NORASIDAH BINTI ABD MANAN 83016240
SCG MSSB ROSLAN BIN BAHARUM 83016303
SCG MSSB MOHD HAMDAN BIN JANUDIN 83016305
SCG MSSB WAHIDAN BINTI MAMAT 83016320
SCG MSSB HASLINDA BINTI MOHD RADZI 83016344
SCG MSSB AZLINA BINTI MAMAT 83016350
SCG MSSB ROSILAWATI BINTI BAHTIYAR 83016438
SCG MSSB JULIA BINTI YAHAYA 83016557
SCG MSSB NOR AZLIDA BINTI BAHARIN 83016631
SCG MSSB NORHAIZAWATI BINTI ABU BAKAR 83016632
SCG MSSB SUWAJER BT ZAKARIA 83016634
SCG MSSB ROZAITI BINTI SHARIF 83016652
SCG MSSB RUSMAIRUHIDA BINTI ASMAIL 83016673
SCG MSSB SUHANA BT ALUWI 83016714
SCG MSSB NOORHAYATI BT SHAMSUDIN 83016716
29
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB GHULAM FATAMAH BINTI LALDIN 83016743
SCG MSSB THE ZULIYANA BINTI MD GHAZALLI 83016747
SCG MSSB ELLY SUZANNA BINTI JUSOH 83016780
SCG MSSB FAZLINA BINTI ELIAS 83016794
SCG MSSB JALIYAH BINTI HASSAN 83016825
SCG MSSB NOR AZIZAH BINTI MAHAT 83016826
SCG MSSB LIZA BINTI HOMAMED 83016855
SCG MSSB JULIANA BINTI MOHD YOSOF 83016957
SCG MSSB ZAIRAWATI BINTI IBRAHIM 83017055
SCG MSSB SURAYA BINTI LATIFF 83017063
SCG MSSB NORLITA BINTI MOHAMAD SIRUN 83017090
SCG MSSB KAMAZIAH BINTI ALIM 83017111
SCG MSSB SARINTAN BINT RAHMAT 83017177
SCG MSSB NOR LIDAH BINTI ABDUL WAHAB 83017207
SCG MSSB YUSNIZA BINTI YAACOB 83017376
SCG MSSB KRISHNA VENNI A/P ANDY 83017377
SCG MSSB NORLEEZA BINTI ZAINAL 83017461
SCG MSSB ROSMAWATI BINTI MOHD YUNUS 83017465
SCG MSSB NORHASNI BINTI ISMAIL MOKHTAR 83017473
SCG MSSB NORZAI BINTI NORAZMIR 83017474
SCG MSSB NOOR FAEZATUL EZWA BINTI SHAHARUDDIN 83017514
SCG MSSB MAHANI BT ABDULLAH 83017544
SCG MSSB ROZAINIE BT KAMAROZAMAN 83017547
SCG MSSB SUHANA BINTI MAHAT 83017554
SCG MSSB HASLINDA BINTI ABU HASSAN 83017583
SCG MSSB SUHANA BINTI ADAM 83017584
SCG MSSB ASMAH BOTY BT SIMAN 83017618
SCG MSSB NOR LISAH BINTI ABDUL RAUF 83017714
SCG MSSB NORHASYMIAH BINTI MOHAMMAD NOH 83017783
SCG MSSB SITI ZUBAIDAH BINTI MUSDARI 83017784
SCG MSSB KIRANJIT KAUR A/P PARAMJEET SINGH 83017908
SCG MSSB JASVINDER KAUR A/P PARAMJEET SINGH 83017909
SCG MSSB MURUGAN A/L MORGAN 83018343
SCG MSSB SHALINA BINTI HASSAN 83018498
SCG MSSB ZAIRANUDIN BIN ABDUL RAHMAN 83018627
SCG MSSB NORHALIZA BINTI MOHD YUNUS 83018650
SCG MSSB SITI ROHANI BINTI ZULKEFLI 83018653
SCG MSSB ASNANI BINTI ENDUT 81019390
SCG MSSB PARIDAH ABU BAKAR 83001412
SCG MSSB HANIM BT HASSAN 83002229
SCG MSSB AMRAH MANSOR 83003299
30
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SHAMSIAH IDEROS 83003656
SCG MSSB ZAITON IBRAHIM 83004516
SCG MSSB NORRAFIDA BTE MUSTAPA 83005973
SCG MSSB ZAKIAH ARSHAD 83005994
SCG MSSB HALINA BTE HAJI HALIM 83006899
SCG MSSB HAMIDAH BEGUAM BT MA RAFIQ BEG 83007001
SCG MSSB NORHALIZA BINTI HUSSIN 83009715
SCG MSSB SITI AISHAH BTE ABDUL GHANI 83009718
SCG MSSB MALLIGA A/P SINNASAMY 83009720
SCG MSSB MIDAH BTE ALI 83009798
SCG MSSB ALIZA BTE MUHAMAD 83009816
SCG MSSB RUZAIDAH BTE TOMIRAN 83009917
SCG MSSB HASNAH BT ZAINAL 83009955
SCG MSSB FAUZIAH BTE ABU BAKAR 83010106
SCG MSSB NAGALETCHUMY A/P A ANAMALAY 83010107
SCG MSSB SHAMSINA BTE MUHAMMAD 83010258
SCG MSSB MAWAR BTE ARIFFIN 83010440
SCG MSSB SITI AFSAH BT MOHD SHAFIE 83011039
SCG MSSB VALLIAMAH A/P MURUGAN 83012810
SCG MSSB NORRULHUDA BINTI ABDUL JAMIL 83013630
SCG MSSB ADELA A. TULIS 83013638
SCG MSSB SARINA BINTI ABDUL MANAP 83013686
SCG MSSB MUSNAZARIAH BINTI MUSTAPA 83013687
SCG MSSB MASIAH BTE OSMAN 83013761
SCG MSSB HARTINI BINTI MAT JASIN 83013863
SCG MSSB RAHMIAH BTI HUSIN 83013870
SCG MSSB ZAKIAH BTI HUSIN 83013870
SCG MSSB ZAKIAH BINTI MISRAM 83013887
SCG MSSB FAUZIAH BTE AHMAD 83014445
SCG MSSB NORITA BY ABU BAKAR 83014985
SCG MSSB AELINA BINTI MOHD NASIR 83016627
SCG MSSB SALMI BINTI RAMLI 83016741
SCG MSSB SAMSURI BINTI AHMAD 83016978
SCG MSSB AZIZAH BINTI MAHMUD 83016993
SCG MSSB NOORHABIBAH MD NOOR 83002488
SCG MSSB PALANIAMAH RAMASAMY 83003624
SCG MSSB ANTHONIAMAH D/O VANATHIAH 83005742
SCG MSSB PENNARASI A/P KARUPPIAH 83005870
SCG MSSB ROSIDAH BT ABU HASSAN 83006749
SCG MSSB SUBRAMANIAM S/O PALANISAMY 83009788
SCG MSSB SAODAH BINTI MANSOR 83012010
SCG MSSB SITI AMINA BINTI AB GHANI 83012248
SCG MSSB MUNIAMMAH V/P VADAMAM 83013474
SCG MSSB GANESHWARY A/P RAJANDREN 83013783
31
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SUZANA BT NASIR 83014866
SCG MSSB MUNTAZ SHARIFAH A/P MIRZA GHULAM NA 83016117
SCG MSSB SARASWATI A/P KRISHNAN 83016293
SCG MSSB JAMILAH AHMAD 83011188
SCG MSSB ANUSULYAH APPUKUTTY 83001231
SCG MSSB RUSMINA SIRIYO 83001522
SCG MSSB MAHAYA BT HASSAN 83001755
SCG MSSB BIB D/O BACHAN SINGH 83002282
SCG MSSB RAHMAN MAJID 83002635
SCG MSSB KAMISAH BTE KASSIM 83002904
SCG MSSB HALIZAH BTE KASSIM 83002912
SCG MSSB UMMI KALSUM BTE MAHADI 83002913
SCG MSSB NORMALA BTE SAMSUDDIN 83002936
SCG MSSB SAMINAH HASSAN 83003063
SCG MSSB BEDAH ALIMUN 38003064
SCG MSSB AMINAH ABDULLAH 83003111
SCG MSSB MALLIGA MARIAPAN 83003123
SCG MSSB SAIDAH MOKHTAR 83003691
SCG MSSB RUSIMAH ABDULLAH 83003908
SCG MSSB JUDAH SELAMAT 83004202
SCG MSSB NOR HASNAH MOHD ISA 83004228
SCG MSSB NORLELA AHMAD 83004539
SCG MSSB ZAHARAH BTE RASHID 83004801
SCG MSSB PUSPAVALLY VEERAPPAN 83004827
SCG MSSB NORSHAM MAD YUNUS 83005376
SCG MSSB SUPPULETCHUMY 83005406
SCG MSSB LAILA ABDUL GHANI 83005543
SCG MSSB INDRANI A/P RAJOO 83005611
SCG MSSB NORAZLAH BT GHAZALI 83005878
SCG MSSB SITI MAWAR BT HASHIM 83005907
SCG MSSB KATAVARAYAN A/L VEERAPPAN 83006542
SCG MSSB NORLIZAN BY OSMAN 83006639
SCG MSSB MEHERENI SHAH BT MOHD ALI 83006643
SCG MSSB AZIZOL BT BAKAR 83006748
SCG MSSB FARIDAH BT IDRIS 83006755
SCG MSSB PALANIAYEE A/P KALINCHY 83007191
SCG MSSB ZARINA BT MOHD YUSOFF 83007266
SCG MSSB ROSAZIAN BINTI ROSLI 83007471
SCG MSSB NORSALEHAN MOHD KHATIB 83007473
SCG MSSB PANER SELVAM A/L AYAVOO 83009470
SCG MSSB CHE YAH BT MOHD ZIN 83011371
SCG MSSB ANANTHI A/P RAJU 83011569
SCG MSSB AHMINAH BT ZAINAL ABIDIN 83011721
SCG MSSB MASLINDA BTE ZAKARIA 83011932
32
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SITI NAZWAH BTE LAGIS 83011933
SCG MSSB ASNIDA BTE AYOB 83012122
SCG MSSB VICTORIA A/P RAYAPEN 83012169
SCG MSSB GOMATHY A/P SUBRAMANIAM 83012467
SCG MSSB JOTHILEKSHEMI A/P SUBRAMANIAM 83012472
SCG MSSB PATMAVADI A/P T./ RENAGSAMY 83012756
SCG MSSB RAMELAH BT JUNOH 83013371
SCG MSSB ROHANI BINTI HAMZAH 83013975
SCG MSSB DOMNIC A/L SUSAI 83014177
SCG MSSB ROSELIN A/P RAYAPEN 83014510
SCG MSSB NORRISHA BINTI ABDUL AZIZ 83015106
SCG MSSB VEJAYA A/P VELLAISAMY 83015132
SCG MSSB HARJITPAL SINGH A/L SANTOKH SINGH 83015402
SCG MSSB LETCHUMY A/P SUBRAMANIAM 83015680
SCG MSSB MASRI BIN IDRIS 83015938
SCG MSSB PARAMESWARAN A/L SUBRAMANIAM 83015946
SCG MSSB ASZURA BITIN ANUAR 83016034
SCG MSSB SIVARAJAH A/L MAHALINGAM 83016292
SCG MSSB TILLAIAMMAL A/P MUNANDY 83016363
SCG MSSB GANTIMATHY A/P ENBERNATHAN 83016562
SCG MSSB THAMILSELVI A/P PARAMASIVAM 83016816
SCG MSSB ROSMAH BTE ABDULLAH 83017138
SCG MSSB JULLYANA BINTI AHMAD SHAH 83017149
SCG MSSB SILVARANI A/P RAJU 83017181
SCG MSSB MOHAMMAD ZAINI BIN MOHD NOH 83017439
SCG MSSB THANALETCHUMY A/P KRISHNAN 83017575
SCG MSSB ROHAIZA BINTI SHARIFF 83017911
SCG MSSB R KALAH A/P PARAMSAVAM 83017912
SCG MSSB ASHOK A/L GOPAL 83018048
SCG MSSB ZURAIDA BINTI ISMAIL 83018147
SCG MSSB RAHIM A/L NAGOORKANI 83018534
SCG MSSB RUSLI BIN MOHD JANI 83018616
SCG MSSB NORAINI ABD HAMID 83001948
SCG MSSB CHE NAH BT AZIZ 83002699
SCG MSSB NOORMA MOHD KASSIM 83005130
SCG MSSB ZAITON BT BUJANG 83005984
SCG MSSB FARIDAH BT LAYSOD 83006691
SCG MSSB HABIBAH BTE JAAFAR 83009029
SCG MSSB SALBIAH BTE MAD DORA 83009514
SCG MSSB AZIZAH BINTI ADINAN 83010040
SCG MSSB BAMAH D/O BALASINGHAM 83010269
SCG MSSB HANISAH BTE ARSHAD 83010414
SCG MSSB PUSPARANI A/P GUNNANAM 83017631
SCG MSSB NALLINEY DEVI A/P LANKASANA 83018412
33
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB KALSOM BTE MAT 83000347
SCG MSSB SARASWATHY RAMAN 83000950
SCG MSSB KAMISAH BT ISHA 83001334
SCG MSSB AMINAH SABUDIN 83002191
SCG MSSB NORSIAH MOHD NOOR 83002300
SCG MSSB KATIJAH BTE ABD PADIL 83002745
SCG MSSB HABIBAH ABD HADI 83002779
SCG MSSB HAMIDAH BT A HAMID 83002780
SCG MSSB NOOR AZIMMAH BTE JAIS 83002960
SCG MSSB AINI AHMAD 83003023
SCG MSSB SALMAH WAHAB 83003093
SCG MSSB NORREHA ABD RAHMAN 83003155
SCG MSSB ROSMAH JAMLUS 83003165
SCG MSSB ROHANNA BINTI HUSSIN 83003250
SCG MSSB ZAHARAH AYUB 83003373
SCG MSSB MUZILIFAH MOHAMAD 83003491
SCG MSSB SARINAH MAT SARIT 83003558
SCG MSSB PADMINI JAMBULINGAM 83003587
SCG MSSB RUZI KAMARUDIN 83003638
SCG MSSB NOREDA SAID 83004101
SCG MSSB HALIMAH IZNIT 83004498
SCG MSSB AMINAH BUJANG 83004760
SCG MSSB JASMAINI IDRUS 83004939
SCG MSSB SANIAH SAID 83005261
SCG MSSB RAGAYAH BTE HAROON 83005264
SCG MSSB JALAJAMANI SANKUPILAI 83005272
SCG MSSB NORMALA MOHD TAIB 83005287
SCG MSSB NOOR FADZILAH MOHD YUSOF 83005301
SCG MSSB HAMISAH ABD LATIF 83005314
SCG MSSB SALIMAH A RAHMAN 83005331
SCG MSSB JAMALIAH RAHMAN 83005422
SCG MSSB ROSNAWATI MD SALLEH 83005750
SCG MSSB AZLINA MD YAAKOB 83005882
SCG MSSB RAJESWARY A/P THANGAVELU 83005911
SCG MSSB SITI AMINAH AHMAD SUPADI 83005979
SCG MSSB NAGAMAH A/P R JOHULU 83005989
SCG MSSB ROSNI BT MOHD YASSIN 83006243
SCG MSSB PNNAMAH A/P SUPPIAH 83006289
SCG MSSB RAMAH BT YUSOF 83006423
SCG MSSB NOORMAH BT HARUN 83006437
SCG MSSB NAZIRAH BINTI AHMAD 83006658
SCG MSSB KAMSIAH BT MOHD LAJI 83006671
SCG MSSB ROSELEN A/P NARAYANASAMY 83006696
SCG MSSB SITI ZUBAIDAH BINTI MOHAMED 83006792
SCG MSSB ZAINAB BINTI JAMAL 83007067
34
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROSILA BT ABU HASSAN 83007301
SCG MSSB SURAYA ABDUL MANAP 83007428
SCG MSSB ROSSITA BINTI MOHD WAZIR 83007636
SCG MSSB RAZIAH BINTI UYUP 83008541
SCG MSSB NORLIZA ISHAK 83006768
SCG MSSB MAZLINDA BTE MASOD 83008862
SCG MSSB TAMILCHILVI A/P VEERAPAN 83008934
SCG MSSB SAFIZAH BTE SAID 83008953
SCG MSSB MARIAM BTE ABDULLAH 83009035
SCG MSSB NOR ARBAIAH BT NASRIPAN 83009172
SCG MSSB NORLIZA BT AB D KADIR 83009453
SCG MSSB HAMISAH BTE ABDUL KARIM 83009468
SCG MSSB ESAH BTE TALIB 83009476
SCG MSSB HARTINI BTE MUSLIM 83009478
SCG MSSB SINNAMMAL A/P GOPAL 83009483
SCG MSSB RABIAH BT JIMIN 83009914
SCG MSSB NORYATI MOHD NOR 83010007
SCG MSSB JAMALIAH BTE MANSOR 83010074
SCG MSSB ZAWIYAH BTE JAAFAR 83010270
SCG MSSB SITI SALIWAH BTE ABD RAHIM 83010335
SCG MSSB AZIZAH YAAKOB 83010354
SCG MSSB JAMALIAH BT SUMADI 83010366
SCG MSSB RAJES D/O SATHASIVAM 83010905
SCG MSSB NOOR HASLIZA BTE ALIAS 83010928
SCG MSSB ROSLIAHJ BINTI SUSAH 83011193
SCG MSSB BASIAH BINTI AKUP 83011280
SCG MSSB NAZLINAWATI BTE AB RAHIM 83011285
SCG MSSB INAB BT AHMAD 83011535
SCG MSSB MARY JOSEPHINE A/P PITCHAYA 83011542
SCG MSSB VALLARMATHI A/P MOORTHY 83011546
SCG MSSB HALIJAH BINTI AHMAT 83011576
SCG MSSB ROHANA BTE AHMAD 83011633
SCG MSSB SANTHY A/.P THIRUPATHY 83011740
SCG MSSB MALATHI A/P RAMAN 83011880
SCG MSSB FARIDAH BT MUHAMAD 83011946
SCG MSSB JEISRY A/P KRISHNAN 83012044
SCG MSSB KHALIPAH BTE IDRIS 83012053
SCG MSSB FAZILA BT MOHAMAD LAZI @ MOHAMAD 83012099
SCG MSSB NORLIZA BINTI BADOR 83012277
SCG MSSB ZALINA BT MOHAMED DARUS 83012407
SCG MSSB SURAYA BT SULAIMAN 83012408
SCG MSSB ELMIZI BINTI KAMARUDIN 83012409
SCG MSSB NORAINI BT ALI 83012481
SCG MSSB ROSNANI BT MOHD YSIN 83012621
35
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB MAZLINDAWAITI BT MAHADI 83012649
SCG MSSB HAMIZAH BINTI ABU BAKAR 83012739
SCG MSSB NOOR LIYANAH BTE MOHD NOOR 83012741
SCG MSSB BATHMAWATHY A/P MUNIANDY 83012767
SCG MSSB MASTURA BINTI JAAFAR 83012955
SCG MSSB SYARINAH BINTI MOHD TAHAR 83013160
SCG MSSB SUMATHI A/P BASU 83014101
SCG MSSB NOORIJAN BT ABDULLAH 83014275
SCG MSSB PARAMESWARI D/O RAMASAMY 83014349
SCG MSSB SARASWATHI A/P SOCKALINGAM 83014350
SCG MSSB NORAINI BTI WAHID 83014384
SCG MSSB LETCHUMY D/O RAJU 83014385
SCG MSSB JACINTA A/P RAPHAEL 83014404
SCG MSSB SITI ZABEDAH BINTI MOHAMED SHARIF 83014448
SCG MSSB SALINA BINTI MAT NAZIR 83014486
SCG MSSB TAMIL MATHI A/P SAMIKKANOO 83014514
SCG MSSB AHANTHI A/P MUNIANDY 83014531
SCG MSSB NORRA BINTI MD SANI 83014533
SCG MSSB K. KANAKAMBIKA A/P KUMARASAMY 83014539
SCG MSSB NOOR HAZWIN BINTI MOHD SHARIFF 83014653
SCG MSSB SOO YOKE THAI 83014782
SCG MSSB SARASWATHY A/P VIRAPPAN 83014788
SCG MSSB MAHENDREN A/L ARUMUGAM 83014791
SCG MSSB NORMAN BIN ABDULLAH 83014931
SCG MSSB THILAGAVATHY A/P SUBRAMANIAM 83015137
SCG MSSB ZURAINI BINTI ZAINUDDIN 83015221
SCG MSSB JAMALIAH BTE JAMLUDDIN 83015386
SCG MSSB PARAMESWARI A/P KRISHNAN 83015415
SCG MSSB SITI ESAH BINTI ADAM 83015529
SCG MSSB PUNITHA A/P MUNIANDI 83015601
SCG MSSB TAMIL CHELVI A/P SADAYEN 83015617
SCG MSSB NOORMADAH BINTI JOBOK 83015618
SCG MSSB ZARINA BINTI SALIM 83015703
SCG MSSB SUNDARI A/P VELU 83015728
SCG MSSB SANDAY A/P MUNISAMY 83015729
SCG MSSB SOORIAKUMAR A/L SUKUMARAN 83015768
SCG MSSB SHAMSUDIN BIN ISHAK 83015773
SCG MSSB AZMIAH BTE MOHD ZAIN 83015827
SCG MSSB MELATI BINTI MUHAMAD 83015850
SCG MSSB SUJATHA A/P KUNJU KUTTAN 83015867
SCG MSSB HAMIDAH BT RAHMAT 83015919
SCG MSSB NORA BINTI OMBONG 83016041
SCG MSSB NORAZMAH BT JAAFAR 83016042
36
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB MOHD RADZI B UJANG 83016044
SCG MSSB VANITA A/P BATUMALAI 83016085
SCG MSSB HAMIZA BINTA MOHD DAHLAN 83016095
SCG MSSB NAGESWARY A/P RAMULU 83016209
SCG MSSB MAZLIZA BINTI ABDUL RAZAK 83016369
SCG MSSB ZALIFAH BT ZAINUDIN 83016448
SCG MSSB NORHAYATI BT ISMAIL 83016564
SCG MSSB ZULIA BINTI JAAPAR 83016590
SCG MSSB SARIMAH BINTI BAHARIN 83016638
SCG MSSB SITI ROYAH BINTI MUHAMAD 83016639
SCG MSSB NAZIBAH BT MAHAMAD 83016679
SCG MSSB HAMIDAH BINTI MOHAMAD SALLEH 83016883
SCG MSSB GOVINDASAMY A/L KANDASAMY 83017219
SCG MSSB MOHANA SUNTHARAM A/L RAMAKRISHNAN 83017230
SCG MSSB SHARINA A/P BELECHAMY 83017281
SCG MSSB JAYA A/P ANNAMALAI 83017385
SCG MSSB PALANNIAMMAH A/P KANTHAN 83017508
SCG MSSB LETCHUMEI A/P KUNJUKUTTAN 83017528
SCG MSSB NORZALILAWATI BINTI MOHD SALLEH 83018154
SCG MSSB HASNAH BINTI OTHMAN 83018159
SCG MSSB RAZITA BINTI MAT RAHIM 83018187
SCG MSSB MAIMUNAH BINTI BADOR 83018249
SCG MSSB HASMAWANI BINTI ABDULLAH 83018250
SCG MSSB ZALINI BINTI ZAINAL 83018261
SCG MSSB SITI FATIMAH BINTI JAMALUDIN 83018265
SCG MSSB NORMAH BINTI AHMAD 83018464
SCG MSSB ROZILAM BINTI SULAIMAN 83018746
SCG MSSB AZIZAH BINTI HUSIN 83018766
SCG MSSB MYSHIRLEYDA AYU BINTI BAHARUDIN 83018769
SCG MSSB ZULINA BINTI HUSIN 83018772
SCG MSSB FADILAH MOHD LAJI 83000406
SCG MSSB CHE ROSE ABDULLAH 83004188
SCG MSSB INDRANI KARUNAKARAN 83004570
SCG MSSB KALAMA A/P MARIMUTHU 83006698
SCG MSSB ZALINA JALIL 83007985
SCG MSSB SHANTI A/P MAYANI @ MAYANDI 83008969
SCG MSSB HAIRUL BARIAH BTE YUSOF 83009454
SCG MSSB DZURIAH BTE HASHIM 83009569
SCG MSSB NORILAH BT MOHD SANI 83009632
SCG MSSB RAHIMAH BINTI SHARIF 83009847
SCG MSSB SITI ZABEDAH BTE JAIT 83009995
SCG MSSB SARIAH BINTI KASIM 83011191
37
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SHAKILA BT SHEK DAWOD 83011538
SCG MSSB D'ZALILAWATI BTE ZAINAL 83011635
SCG MSSB PEREMAH A/P KRISHNAN 83011700
SCG MSSB DEVANAI A/P VEERIAH 83011878
SCG MSSB ROHAYU BINTI GHAZALI 83011951
SCG MSSB MEK BINTI MAT JUSOH 83011983
SCG MSSB JERIAH BT BABA 83012677
SCG MSSB IDAZURAINY BT MOHAMAD 83013724
SCG MSSB NIMALA A/P MANIAM 83014905
SCG MSSB SYARIPAH BINTI SIMAN 83015211
SCG MSSB ORJUNA A/L TRINATHO 83015225
SCG MSSB RUKUMANI A/P MUNIANDY 83015582
SCG MSSB NORAINI BINTI ABDUL RAHMAN 83015901
SCG MSSB SITI NORSYEDDAH BINTI OTHMAN 83016447
SCG MSSB NORLINA BINTI ABDUL GHANI 83016498
SCG MSSB ZAINUN BINTI MAT SAID 83016681
SCG MSSB FADILLAH BINTI MOHD NOOR 83016731
SCG MSSB ROHANI BINTI MUSTAPAI 83017261
SCG MSSB ZURAIDAH BT MOHD NOR 83017647
SCG MSSB MASRIZA BINTI ABD RAHMAN 83018035
SCG MSSB ZAMRIAH BT SALEH 83018050
SCG MSSB IMAMARINI BT KHAMIS 83018053
SCG MSSB MUTHULETCHUMI A/P PALANI 83018080
SCG MSSB NOOR AZLINDA BINTI KHALID 83018081
SCG MSSB JUHANIM BINTI JUSOH 83018090
SCG MSSB ROHANA BINTI HASHIM 83018100
SCG MSSB FATIMAH BTE AHMAD 83001426
SCG MSSB ZELIMAH BINTI MOKHTAR 83002481
SCG MSSB SAKNAH AHMAD SARUJI 83002967
SCG MSSB ZARIMAH ABU BAKAR 83003887
SCG MSSB RAHANI HAMZAH 83003986
SCG MSSB JAMALIAH NOOR MOHD SALEH 83004378
SCG MSSB ASMAH AHMAD 83004747
SCG MSSB AZIZAH BUYONG 83004854
SCG MSSB MAZLIANA BINTI MOHD ALI 83005674
SCG MSSB NORISIAH BT KADIR 83005922
SCG MSSB ZANORA BT MOHAMAD YASIN 83005954
SCG MSSB SITI AISHAH MOHD SALLEH 83006628
SCG MSSB ZAIMAH BTE AHMAD 83007248
SCG MSSB MARIAMAH A/P BATHUMALAI 83007822
SCG MSSB ROHANI BTE ISA 83007949
SCG MSSB FARIDAH BTE ABDUL MALEK 83008703
SCG MSSB NORSINA BTE ABU BAKAR 83008765
SCG MSSB RAZLINA BTE RAZALI 83009001
SCG MSSB SALMAH BT BASIRON 83010037
38
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROBIAH BINTI HITAM 83010314
SCG MSSB YUSNITA BTE MOHD YUSOF 83010318
SCG MSSB SELVA RANI A/P KUPPUSAMY 83010439
SCG MSSB JEHAN ASRAMBEE BINTI ANUAR 83013845
SCG MSSB NORAZLIDA BINTI RAZALI 83014577
SCG MSSB ZAINAB BINTI JASIH 83017553
SCG MSSB NORLIZA BINTI HASHIM 83018441
SCG MSSB ZURAIDA DZULMAN 83000683
SCG MSSB SITI FATIMAH BT SHARIF 83000800
SCG MSSB VISALACHI RAJAGOPAL 83001720
SCG MSSB ZAITON A RAHMAN 83001723
SCG MSSB RAJA AZMI BT R SABUDIN 83002455
SCG MSSB RAFIDAH TALIB 83003087
SCG MSSB BATHA KUTTY 83003092
SCG MSSB NYAROS BT MAHADI 83003359
SCG MSSB RASAMAH D/O MANIKAM 83005066
SCG MSSB NORAISHAH AB WAHAB 83005081
SCG MSSB SIMNAMAH A/P NOKAL 83006292
SCG MSSB ROHA BT SAID 83006446
SCG MSSB ZALINA BT A MANAF 83006636
SCG MSSB R SARASVATHY A/P RAMAN 83007012
SCG MSSB JALILA BT MOHD SEHAT 83007333
SCG MSSB NOORWANI BT IBRAHIM 83007335
SCG MSSB TAMIL SELVI A/P NARAYANAN 83007852
SCG MSSB NORHAYATI BTE ABD WAHAB 83008931
SCG MSSB MUNISWARY A/P SUBRAMANIAM 83009131
SCG MSSB NORASIMAH BTE AB KADIR 83009469
SCG MSSB TELAGAVATHI A/P MARAPA 83010878
SCG MSSB FAEZAH BT ALIAS 83011199
SCG MSSB NORZILA BTE AHMAD 83011200
SCG MSSB JOTHIMALAR A/P THANAPAL 83011964
SCG MSSB SARASOVI A/P PUNUSAMY 83012249
SCG MSSB VIKNESWARY A/P SINNA SAMY 83012601
SCG MSSB VISALATCHI A/P SANTHIARTHAN 83012687
SCG MSSB MAZNI MOHD LATIF 83012889
SCG MSSB AZIZAH BTE HJ ABDUL RAHMAN 83014438
SCG MSSB MALATHI A/P SREERANGA GOUNDEN 83014541
SCG MSSB SITI AMINAH BT UDIN 83014542
SCG MSSB SUHANA BT HARUN 83014615
SCG MSSB MALIANI BINTI SAMIKANOO 83014710
SCG MSSB NORMALA BINTI ABDUL AZIZ 83014794
SCG MSSB S. SARASWATHY D/O SINNAYAH 83015229
SCG MSSB NORAZIAH BINTI SAID 83016370
SCG MSSB HANIDAR BINTI ABU BAKAR 83016641
SCG MSSB AZURA BINTI ARIFFIN 83016683
39
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SUZI BINTI SULAIMAN 83016684
SCG MSSB SUHADA BINTI SAARI 83016786
SCG MSSB SARIDAH BINTI YAZID 83017001
SCG MSSB ZABRINA BINTI KASSIM 83017510
SCG MSSB KAVITHA A/P PALANIANDY 83018178
SCG MSSB TAMILARASI MARUMUTHOO 83000703
SCG MSSB MARIAM MAJID 83000745
SCG MSSB AZIMAH NAHAR 83001792
SCG MSSB NUARA SEHAT 83002077
SCG MSSB RAFIDAH ABD RAHMAN 83002322
SCG MSSB BADARIAH BT SIDEK 83002571
SCG MSSB AISHAH ABD AZIZ 83002572
SCG MSSB SITI ROHANI KATOR 83002840
SCG MSSB MARINA MOHD NOOR 83003559
SCG MSSB THAVEY VALAITHAM 83003588
SCG MSSB ALICE JOSHUA 83003592
SCG MSSB HAMIDAH ABU HASSAN 83003651
SCG MSSB ROSSINAH MD YUNUS 83003677
SCG MSSB NORHAYATI AZIZ 83003689
SCG MSSB SHARIFAH BARIAH SYED ABU BAKAR 83003831
SCG MSSB ROSILAH MUHAMAD 83003997
SCG MSSB ZAIDAH UJANG 83004106
SCG MSSB PUSPAAVALLIE MURUGAN 83004128
SCG MSSB PREMALA SAMIDURAI 83004214
SCG MSSB CHINNAMAH SAMINATHAN 83004526
SCG MSSB RUZILAH ZAINUDDIN 83004537
SCG MSSB SHARISDAPY VENGADAM 83004972
SCG MSSB NORMALA MOHD ALI 83004960
SCG MSSB RAMLAH NORDIN 83005181
SCG MSSB LAILA KASSIM 83005209
SCG MSSB NORMAH MOHD YUSUF 83005539
SCG MSSB L PARVATHI D/O LUNCHANDIAN 83006554
SCG MSSB LETCHUMY PRABA A/P MUNISAMY 83006797
SCG MSSB ZAINI BT BUYONG 83006878
SCG MSSB M VEGIA A/P P MUTHIAH 83006977
SCG MSSB KHADIJAH BTE AB GHANI 83006964
SCG MSSB SHARIPAH IDRIS 83007073
SCG MSSB ROHAYA BTE CHE ROS 83007663
SCG MSSB NORJAN BINTI ISMAIL 83007978
SCG MSSB NOORHAYATI BINTI ABBAS 83008106
SCG MSSB SITI ZAUYAH BINTI TAHAR 83008270
SCG MSSB SITI RAHMAH BTE IDRIS 83008611
SCG MSSB NOORRIZAN BT MOHD YUSOF 83008619
SCG MSSB RAHIMAH BTE A RAHMAN 83008652
SCG MSSB ZURAIDAH BTE OTHMAN 83008667
40
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROHANI BTE MOHD YUSOF 83008777
SCG MSSB LAN KWEE KEAN 83009266
SCG MSSB HAFIZAH BTE YUSOF 83009375
SCG MSSB ROSLEDA BT SHARIF 83009433
SCG MSSB MAZILAWATI BTE ZAINAL 83009519
SCG MSSB ZAINAB BTE NORDIN 83009558
SCG MSSB ANTHONY AMA A/P JESU DASS 83009707
SCG MSSB SITI NORHAYATI KASIM 83009744
SCG MSSB NORLIZA BT IDRIS 83009867
SCG MSSB MALYANI BT MUHAMMAD 83009909
SCG MSSB SITI HAJAR BT MUHAMAD 83009956
SCG MSSB SALINA BTE TAIB 83010236
SCG MSSB NOR MAZKIAH BT AZIZ 83010539
SCG MSSB ZARINI BINTI OTHMAN 83010602
SCG MSSB RAFEAH BTE AHMAD 83010641
SCG MSSB MARY ANN LOVIS A/P JOHN LOVIS 83010967
SCG MSSB NOR SAMSIAH BINTI HASAN 83011026
SCG MSSB RAHIMAH BTE RAMLI 83011090
SCG MSSB RAHIDAH BINTI ABDUL RAHIM 83011167
SCG MSSB HAZLINA MOHAMAD JUTHI 83011309
SCG MSSB NORWAHIDAH BT IBRAHIM 83011572
SCG MSSB UMA DAVI A/P KRISHNAN 83011809
SCG MSSB MARJUNAH BTE MUSA 83011837
SCG MSSB ZAITON BTE MD YASSIN 83011847
SCG MSSB SITI DAHLIA BINTI S WARTI 83011899
SCG MSSB VALI A/P PERUMAL 83011974
SCG MSSB NOREHAN BTE ABD GANI 83012045
SCG MSSB RUSLIZA BTE MD SALI 83012188
SCG MSSB VATHU MALAY A/P VENGADASLAM 83012254
SCG MSSB NORAFIDAH BINTI YAHAYA 83012338
SCG MSSB KAMARIAH BTE MAMAT 83012511
SCG MSSB PUMADAVI A/P KRISHNAN 83012525
SCG MSSB NORLELA BT ABDUL HAMID 83012550
SCG MSSB MELINDA @ HASANA BINTI MOHD NOOR 83012801
SCG MSSB NOORAZLINA BINTI ISMAIL 83012961
SCG MSSB SITI A'TEKAH BINTI ALIAS 83012971
SCG MSSB NORHALIZAH BINTI HAFION 83013093
SCG MSSB DARLIS HAYATI BTE ABU HASHIM 83013423
SCG MSSB HASNAH BTE UJANG 83013665
SCG MSSB RAJAMANI A/P RENGGASAMY 83013676
SCG MSSB ASMIZA SHIRLEE BT ALIAS 83013727
SCG MSSB SAHANAH BINTI SAHA 83014030
SCG MSSB NORIZAN BINTI JANTAN 83014037
SCG MSSB BAHAGIA BTE MUDA @ MOHD YATIM 83014300
41
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORA BINTI ABD KADIR 83014303
SCG MSSB NORHAYATI BT LAHI 83014308
SCG MSSB NORMAH BINTI ABDULLAH 83014316
SCG MSSB KANEGESWARI A/P KARPAYAH 83014395
SCG MSSB HARYATI BINTI ZAINI 83014631
SCG MSSB SITI AISHAH BINTI ABDUL GHANI 83014708
SCG MSSB AZLINA BINTI DAHARI 83014854
SCG MSSB KADARIAH BT ABDUL MANAP 83015148
SCG MSSB NOSIAH BTE MION 83015210
SCG MSSB FADILAH BINTI MANSOL 83015237
SCG MSSB ZAHARIAH BTE SAWARI 83015544
SCG MSSB SHITA BT MUHAMAD 83015819
SCG MSSB MAGESHVARI A/P MUTHU 83015925
SCG MSSB ROSYATI BINTl ISMAIL 83015953
SCG MSSB SUHAINI BTE ABD HAMID 83016036
SCG MSSB NORSHAM BT MOHD NADZRI 83016160
SCG MSSB RAZILAH BT JAAFAR 83016179
SCG MSSB KHATIJAH BT MAT HUSAIN 83016199
SCG MSSB CHITRA A/P MASI 83016246
SCG MSSB ARSHAD BIN RUSLY 83016274
SCG MSSB S SUZANA BINTI UYUP 83016337
SCG MSSB UMAA DEVI A/P LEKSHAMANAN 83016385
SCG MSSB SITI ANISAH BINTI ALIAS 83016474
SCG MSSB MALLIGA A/P GOPAL RAJOO 83016478
SCG MSSB RASIDAH BINTI MD DIN 83016575
SCG MSSB CHITHIRA A/P M SOLAI 83016643
SCG MSSB RUKAMANY A/P RAMOO 83016938
SCG MSSB ROHIMAH BINTI ABD RAHMAN 83016951
SCG MSSB MOHD IZAM BIN ABD RAHIM 83017104
SCG MSSB MOHD NAZRI B HASHIM 83017443
SCG MSSB ROHANA BINTI OTHMAN 83017590
SCG MSSB AINNIE AIZAN BINTI ABU JAMIL 83017591
SCG MSSB NORAINI BINTI ISMAIL 83017592
SCG MSSB SURIYA BTE MOHD SHARIFF 83017648
SCG MSSB NORLAILEE BINTI TAHIR 83017719
SCG MSSB RAFIDAH BINTI RADZUAN 83017822
SCG MSSB NORHAYATI BINTI ABDUL KARIM 83017934
SCG MSSB SITI AISAH BINTI ISMAIL 83018041
SCG MSSB ZAKIAH BINTI MAT 83018216
SCG MSSB ROSEDAH BINTI ALBAIN 83018230
SCG MSSB IRENAH BINTI ALBAIN 83018231
SCG MSSB NORBINAH BINTI AMIR HAMZA 83018233
SCG MSSB NORIZA BINTI OSMAN 83018257
SCG MSSB LAILI BINTI BIDIN 83018275
SCG MSSB NORAZLIN BINTI NADNI 83018333
42
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SITI MERIAM BINTI RAZALI 83018338
SCG MSSB NOORHASHIGIM BINTI UJUD 83018339
SCG MSSB MASSURA BINTI BAHARUN 83018341
SCG MSSB PARAMESWARI A/P SINNANNEN 83018342
SCG MSSB NOOR AZLINA BINTI NAIMIN 83018353
SCG MSSB MOHD NAZRUL BIN ABD RAHMAN 83018354
SCG MSSB RADIAH BTE MOHAMAD SAID 83018358
SCG MSSB RUSLINA BINTI IDRIS 83018401
SCG MSSB AZLINA BINTI MOHD AJIS 83018404
SCG MSSB ELNI YATI BINTI MOHD NOORDIN 83018444
SCG MSSB SARASWATHI A/P SEKARAN 83018479
SCG MSSB VIJAYALECHIMY A/P NAGAN GOVINDASWAMY 83018544
SCG MSSB KAMALA THEVI A/P MURUGIAH 83018567
SCG MSSB ROSNALYZA BINTI MUHAMMAD 83018569
SCG MSSB SITI MAWARDINA BINTI S WARTI 83018592
SCG MSSB KASTHURI A/P NAKAMUTHU 83018599
SCG MSSB RUSLINAH BINTI JAMALUDIN 83018601
SCG MSSB VENI A/P NARAYANAN 83018603
SCG MSSB ARBIBAH BINTI MD SEROLEL 83018683
SCG MSSB NORHAYATI KHALIB 83000123
SCG MSSB SITI MARIAM HAMZAH 83000493
SCG MSSB SALAMAH BTE JAAFAR 83000862
SCG MSSB SAMSIAH ALI 83001482
SCG MSSB ZAIMAH BT HAMZAH 83001854
SCG MSSB NARIYAH BT BABA 83002876
SCG MSSB ZAHARAH PIN 83003696
SCG MSSB ROSIAH BT MOKHTAR 83004187
SCG MSSB RAGAYAH SAMAT 83004394
SCG MSSB LILI BAHARUDIN 83004630
SCG MSSB KAMALA MANICKAM 83004680
SCG MSSB NOORSHAM BAHARI 83005500
SCG MSSB ROKIAH MOHD ARIS 83005548
SCG MSSB FAUZIYAH AB HAMID 83005694
SCG MSSB SELVARANI A/P NADESAN 83006165
SCG MSSB ZAINAB BT ABD GHANI 83006451
SCG MSSB NORAWATI BTE MOHD KUDUS 83006809
SCG MSSB RUZIYAH BT KAMARUDIN 83006980
SCG MSSB RUSIMAH SAGIL 83007419
SCG MSSB NORLELA HISNIN 83007420
SCG MSSB FUZIAH BINTI MUSTAPHA 83009369
SCG MSSB SUKINA BINTI MUSA 83009542
SCG MSSB ZARINA BINTI HASHIM 83009664
SCG MSSB MARJIMA BTE ALI 83009930
SCG MSSB PESUMMATHI A/P ANNAMALAI 83010448
43
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SUMATHI A/P RAJOO 83011019
SCG MSSB SUMATHI A/P GOPAL 83012266
SCG MSSB RAJESWARY A/P SUBRAMANIAM 83012803
SCG MSSB RUSZARINA BT RAZALI 83013379
SCG MSSB ROHAZLINA BINTI MIHAT 83013959
SCG MSSB VIMALA A/P RETNAM 83014695
SCG MSSB VIMELA A/P MUNIANDY 83015084
SCG MSSB NOR AINI BT ZAINUDDIN 83016100
SCG MSSB NORZAINAH BINTI ABU 83016296
SCG MSSB KAMARIAH BINTI MAJID 83017026
SCG MSSB CHITRA DAVI MUTHU 83000309
SCG MSSB MARIAM BT YAHAYA 83001640
SCG MSSB NORMALA BUYUNG 83002252
SCG MSSB ROZITA BT AHMUTEK 83002371
SCG MSSB SAROJA DEVI RAMASAMY 83002741
SCG MSSB SITI ZEBIDAH SAMAD 83003420
SCG MSSB ROHANA BT MOHD ALI 83004196
SCG MSSB ROKIAH MAULUD 83004444
SCG MSSB MAZNAH JAMALUDIN 83004562
SCG MSSB ROSLINA MOHD ALI 83005276
SCG MSSB NORSIAH SHARIF 83005326
SCG MSSB FADHILAH BINTE LEMAN 83009896
SCG MSSB ZALEHA BTE HAMID 83010163
SCG MSSB KALSUM BTE ABD MANAP 83010372
SCG MSSB JAMAIYAH BTE ZAINAL 83010545
SCG MSSB NORHAYATI BT MUEN 83010620
SCG MSSB ROSNAH JONIT 83011040
SCG MSSB RAJESWARI A/P MUTHAN 83011286
SCG MSSB PRAMAH A/P MURUGAN 83011310
SCG MSSB NORAINI BTE SAID 83011320
SCG MSSB KAMARIAH HUSSIN 83011510
SCG MSSB RUZIAH BT NORDIN 83011573
SCG MSSB ROPEAH BTE ADAM 83011811
SCG MSSB SURIAH GALA A/P NACHIAPPAN 83012074
SCG MSSB SARIZAH BTE KAMARUDIN 83012454
SCG MSSB MARINA BT MOHAMMED JAMAL 83012489
SCG MSSB NORIZA BINTI MD ISMAIL 83012524
SCG MSSB MARIATI BINTI ABD AZIZ 83012798
SCG MSSB ZAITUN BTI NAMEK 83013012
SCG MSSB AZLIN BT ZAKARIA 83014254
SCG MSSB NORLIZA BINTI ISMAIL 83014255
SCG MSSB AMUTHA A/P ANTHONY 83014353
SCG MSSB MUSALMAH BTE ABU SAMAH 83014887
SCG MSSB ZURAIDAH BTE LASIM 83014890
SCG MSSB MURUGAN A/L VADIAPPAN RAMAN 83014928
44
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB FAUZIAH BINTI YUSOP 83016003
SCG MSSB NORLELA BINTI MANSOR 83016027
SCG MSSB ZALEHA BINTI ABD GHANI 83016143
SCG MSSB SUMUTHI A/P RAMASAMI 83016188
SCG MSSB KVITA A/P RAJALINGAM 83016192
SCG MSSB RAMIMAH BT ABD GHANA 83016215
SCG MSSB SITI MARIAM BT ABD AZIZ 83016593
SCG MSSB SELVEE A/P SUBRAMANIAM 83016644
SCG MSSB ISWARI A/P THANGIAH 83016659
SCG MSSB ZURIAH BINTI OTHMAN 83017406
SCG MSSB NOR HUDA BINTI MD JANI 83017733
SCG MSSB AIDA BINTI MAT DAUD 83018218
SCG MSSB RAJESWARI A/P KRISHNAN 83018443
SCG MSSB SUKRATUNNAIMI BINTI SHAMSUDIN 81021860
SCG MSSB ZAHARIAH ABDUL MAJID 83000091
SCG MSSB TIMAH ITAM 83000582
SCG MSSB HARIDAH MUHAMAD HASIM 83000617
SCG MSSB SANTHAKUMARI RAMASAMY CHATER 83000926
SCG MSSB RUSNIYATI YAAKOB 83001614
SCG MSSB ROKIAH BULIN 83001620
SCG MSSB NORHAYATI BTE TALIB 83002209
SCG MSSB HAMIDAH MOHD NALI 83002497
SCG MSSB NORLIDA ALUM 83002543
SCG MSSB SHARIFAH MOHD 83002671
SCG MSSB HALIMAH SHARIF 83003297
SCG MSSB SALABIAH MOHAMED 83003668
SCG MSSB FARIDAH BTE IDRIS 83003799
SCG MSSB RANEE KRISHNAN 83004036
SCG MSSB FAUZIAH NASIR 83004082
SCG MSSB HAFIDAH ABU BAKAR 83004210
SCG MSSB SITl HABIBAH ABD KADIR 83004295
SCG MSSB MAZNAH ABU SAMAH 83004513
SCG MSSB RASMAH BTE USAT 83004674
SCG MSSB HAMDAH BTE AZIZ 83004689
SCG MSSB JAMALIAH MOH TAN 83004713
SCG MSSB SALMAH DAUD 83004881
SCG MSSB RUSMINAH MOHD ARIS 83004993
SCG MSSB RAMLAH AHMAD 83005086
SCG MSSB SAMSINAR PEAI 83005120
SCG MSSB NORHASNI ABD KARIM 83005609
SCG MSSB FARIDAH MUSA 83005689
SCG MSSB NORLINDA SULAIMAN 83005855
SCG MSSB JUMIDAH BT HASSAN 83006091
SCG MSSB LILLAH BT ABDUL AZIZ 83006284
45
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORAIDA BTE ABD HAMID 83006322
SCG MSSB NORAINI BT YUSOF 83006551
SCG MSSB SALMAH AMAT 83006564
SCG MSSB THURIMAH BTE DAHAN 83006584
SCG MSSB AYYAMMA A/P PERUMAL 83006613
SCG MSSB ZAINUN BT YAAKOB 83006660
SCG MSSB SHARIFAH HAMID 83006693
SCG MSSB HALIMAH BT YUNAN 83006778
SCG MSSB ROSMINAH BT BERO 83006811
SCG MSSB SABANON HASHIM 83006981
SCG MSSB FARIDAH BT BASARUDDIN 83007039
SCG MSSB NORLIZA BT MOHD RASHID 83007070
SCG MSSB ROSNAH BT MOHD YUSOF 83007238
SCG MSSB ABD RASID BIN AMAT 83007352
SCG MSSB NANI FAIZAH BT BAHAROM 83007441
SCG MSSB ROSNAH BTE ZAKARIA 83007650
SCG MSSB HINDARWATI BT BARDAN 83007785
SCG MSSB NORLIA BT MOHD HASHIM 83008067
SCG MSSB ZAMINAH BTE MUHAMAD GURBAH 83008092
SCG MSSB FARIDAH BTE BAHAROM 83008453
SCG MSSB YAP LEE FAH 83008579
SCG MSSB RATHNAMAL A/P MUTHU 83009190
SCG MSSB KAMALA A/P VEERAPPAN 83009313
SCG MSSB ADELINE EDWARDS 83009562
SCG MSSB SHANTHI A/P SATHIABANA 83009594
SCG MSSB HAMIDAH BT SARDI 83009606
SCG MSSB R SOORIABAI A/P RAMACHANDRAN 83009643
SCG MSSB NORIZAH BINTI IDRIS 83009968
SCG MSSB ROHAIZA BTE ABD RAHMAN 83010023
SCG MSSB SAMSIAH BT MAHIL 83010132
SCG MSSB NIK AINI BT DERAHIM 83010156
SCG MSSB SOFIAH BT MAT NASIR 83010535
SCG MSSB SANTHI A/P VELAEDAN 83010941
SCG MSSB ANGAMMAH A/P GOPALARAJ 83011224
SCG MSSB SALLZA BTE ABD LATIF 83011416
SCG MSSB ALLI A/P ATHIMOOLAM 83011423
SCG MSSB NORLIDA BTE ISMAIL 83011661
SCG MSSB FATIMAH BTE BAHIRAN 83011742
SCG MSSB ROSSIDAH BTE TAJUDDIN 83011993
SCG MSSB RODIAH BTE JAMIL 83012512
SCG MSSB ZAWI YAH BT HAJI ABDULLAH 83012513
SCG MSSB MAZLINA BINTI MAHAT 83012532
SCG MSSB SINNAMMAH A/P VEERAPAN 83013031
SCG MSSB CHE ESHAH MAT RIPIN 83013073
SCG MSSB S BATHUMALAI A/P SAMIKANU 83013316
46
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SERIAH BT OTHMAN 83013536
SCG MSSB NOR AMIZA BINTI NEKMAT 83013898
SCG MSSB ZUZILAWATI BT SAMSUDIN 83013904
SCG MSSB S. CHITHRA A/P SELVARAJ 83013914
SCG MSSB NORAINI BINTI MD NOR 83014046
SCG MSSB PARUVATHAM A/P ARUMUGAM 83014061
SCG MSSB NORATUL SHIMA BT MUHAMAD 83014148
SCG MSSB SAKINAH BEEVI BT MOHAMED IDRIS 83014689
SCG MSSB MAHANUM BINTI BADOR 83014755
SCG MSSB LEONG HEE POH 83014962
SCG MSSB NOORHAZAM BINTI ABAS 83015173
SCG MSSB FARIDAH BINTI ISHAK 83015958
SCG MSSB ZALIAWATI BINTI ISMAIL 83016031
SCG MSSB AZHAR B MAT NASIR 83016106
SCG MSSB MUHAMMAD FAIZ BIN MOHD FAUZI 83016725
SCG MSSB NORRITAH BINTI ABDUL RAHMAN 83016726
SCG MSSB NORLILA BIN MAT NOOR 83016893
SCG MSSB ERMAN BIN SAID 83016919
SCG MSSB SHAIFUL HAMDI BIN ZAKARIA 83016923
SCG MSSB HAIROM BIN ISMAIL 83016925
SCG MSSB NORLAILA BINTI MOHAMAD 83016933
SCG MSSB RAZIDIN BIN NORDIN 83017254
SCG MSSB ROHAIDA BINTI ISMAIL 83017692
SCG MSSB RASHIMAH BINTI MAD REJAB 83017718
SCG MSSB NADIAH BT KAMARUDDIN 83017734
SCG MSSB RAHNI BINTI SHARIF 83017800
SCG MSSB ZAINAB BINTI BIDIN 83017801
SCG MSSB NORSHARINA BINTI HASHIM 83017974
SCG MSSB HAMIDAH BINTI HUSAIN 83017992
SCG MSSB MARZELA BTE MOHAMAD ALI 83018033
SCG MSSB NORASLITA BINTI SAMSUDDIN 83018084
SCG MSSB NOR HAYATI BT MOHAMMAD 83018069
SCG MSSB WAN NOR AFIZAN BINTI WAN MAMAT 83018205
SCG MSSB ZAMZARINA BINTI JAMHURI 83018461
SCG MSSB NORLIANA BINTI MD ISA 83018575
SCG MSSB BATMAH A/P BATU MALI 83018593
SCG MSSB RAFIDAH BINTI MD LANA 83018620
SCG MSSB KALARANI A/P NADESAN 83018686
SCG MSSB RUSLINDA BINTI OSMAN 83018692
SCG MSSB JUNAIDAH BT ZAINAL 83002116
SCG MSSB ROKIAH KASSIM 83003701
SCG MSSB NORLIDA ABDULLAH 83006187
SCG MSSB SHARAH BT SALLEH 83006198
SCG MSSB JAMALIAH BINTI BAHARI 83006402
47
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORIDA BTE IDRIS 83006578
SCG MSSB RUSLINA BT BAHARUDIN 83007459
SCG MSSB SHUHAIDAH BT HASHIM 83008722
SCG MSSB ZURANA BTE USUS 83000418
SCG MSSB SITI AISHAH BT DERIS 83001718
SCG MSSB PRAMAH A/P ARJUNA 83002035
SCG MSSB ASLINDA BT RABU 83004091
SCG MSSB KALAICHELVI THANGAVELU 83000155
SCG MSSB ROSNANI ABD RAZAK 83000766
SCG MSSB KINAH BT TALIB 83001096
SCG MSSB RAMAYEE RAMASAMY 83001207
SCG MSSB ELIZABETH IRUTHIAM 83001362
SCG MSSB PADMINI PERIASAMY 83001371
SCG MSSB MAIMUNAH ITAM 83001381
SCG MSSB BARIAH BAHUDIN 83001459
SCG MSSB SATPAL KAUR 83001493
SCG MSSB ROSIDAH SAID 83001604
SCG MSSB SOLAH LEBONG 83001892
SCG MSSB MAIMON AHMAD 83001928
SCG MSSB BADARIAH BT ABU BAKAR 83001953
SCG MSSB MAHESVARI MURUGESU 83002117
SCG MSSB NORMADIAH BT OTHMAN 83002156
SCG MSSB RUSNAH FIRUHKKAN 83002452
SCG MSSB ROBIAH KAJI 83002683
SCG MSSB NORASIAH MD NOR 83002796
SCG MSSB ARBAKYAH BTE ARIFFIN 83002842
SCG MSSB ROZITA BTE MANSOR 83002863
SCG MSSB ROKIAH SAPIAI 83003098
SCG MSSB NAGESWARIE D/O PALANIANDY 83003448
SCG MSSB PARAMESWARY GOVINDASAMY 83003617
SCG MSSB ROZAINI MANSOR 83003699
SCG MSSB HAKAVALI EAUMALI 83003768
SCG MSSB PUSPA SUNDRAM 83003840
SCG MSSB ROSANA YASIN 83003877
SCG MSSB KASMAH BT AYOB 83004169
SCG MSSB NORHANITA BT ARIS 83004174
SCG MSSB SALIMAH WAHAB 83004235
SCG MSSB NORA MANSOR 83004291
SCG MSSB MARUGAMMAH DANAPAL 83004409
SCG MSSB HAMIDAH HARON 83004530
SCG MSSB SAKILAWATI MD AMIN 83004549
SCG MSSB RUSNI SHININ 83004785
SCG MSSB FUZIAH MOHD SHARIFF 83004819
SCG MSSB NAIMIAH HJ HUSEIN 83004920
SCG MSSB SHARIFAH ABU BAKAR 83005076
48
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB BARIAH AZIZ 83005218
SCG MSSB PAPATHY VEERASAMY 83005319
SCG MSSB ZURAIDAH ABU HASSAN 83005310
SCG MSSB SARINA SHAMSUDDIN 83005358
SCG MSSB NASIAH SAMEK 83005374
SCG MSSB ZAINON MD HADI 83005384
SCG MSSB PREMA NADESAN 83005484
SCG MSSB NORMALA MD YUSUF 83005540
SCG MSSB ROZITA BAHARON 83005581
SCG MSSB ROHANI ABD SAMAD 83005586
SCG MSSB FADZILAH BT YAHAYA 83005630
SCG MSSB SHARIFAH LILA SENIN 83005653
SCG MSSB SARIMAH KARIM 83005669
SCG MSSB HAMIDAH BT JIDIN 83005784
SCG MSSB MARLLYKAVATHY A/P NARAYANASAMY 83005792
SCG MSSB NORLIAH BT HUSIN 83005815
SCG MSSB RAHANA BT ABD MANAF 83005879
SCG MSSB SALMIAH BT ABDUL WAHAB 83005888
SCG MSSB ROHAYAH BT YAAKOB 83005914
SCG MSSB S DEVI A/P V SETHU 83006056
SCG MSSB ANNAMAL A/P AROKIASAMY 83006214
SCG MSSB ROHAYAH HASSAN 83006320
SCG MSSB ANAMARY D/O RETNAM 83006403
SCG MSSB RABAAIYAH BT ABU SAMAH 83006409
SCG MSSB S ANJALITHEVI A/P THERUVENGADA 83006411
SCG MSSB PAZIAH AWANG 83006432
SCG MSSB NORMALAWATI BT MD DAUD 83006438
SCG MSSB ZAINON BT ZAINAL 83006464
SCG MSSB NOR AZITA BT ISMAIL 83006528
SCG MSSB NORHAYATI BTE OSDIN 83006530
SCG MSSB SEPIAH BT OTHMAN 83006555
SCG MSSB MAIMUNAH BT BASIRUN 83006565
SCG MSSB ROSANAH BT IBRAHIM 83006592
SCG MSSB PAUDZIYAH BT AHMAD 83006638
SCG MSSB KALIAMAH A/P PALANISAMY 83006647
SCG MSSB SALMI BT IDRIS 83006654
SCG MSSB SURIYANI BT NAYAN 83006662
SCG MSSB NORAZALINA BT UJANG 83006664
SCG MSSB KUMARI A/P MUNISAMY 83006667
SCG MSSB HANEM BT JOHAN 83006712
SCG MSSB VIJAYAKUMARI A/P NARAYANASAMY 83006732
SCG MSSB NORLIZA BTABD WAHID 83006785
SCG MSSB RABAIYAH BT A HAMID 83006858
49
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB RAJESWARY A/P NAGOORAN 83006867
SCG MSSB NORAINI BTE AHMAD 83006891
SCG MSSB A LINGAMMAH A/P ARUNASALAM 83006936
SCG MSSB NORLEHAN BT JANTAN 83006941
SCG MSSB ROSIDAH HASSIM 83006952
SCG MSSB NOOR MALA BTE ANNUAR 83006998
SCG MSSB ZAILAN BT ZAKARIA 83007051
SCG MSSB RUBIAH BTE MOHD WAZIR 83007067
SCG MSSB NORASIAH BT YAHYA 83007074
SCG MSSB LATIFAH BTE SHAFIEI 83007117
SCG MSSB SAROJA A/P MUTUSAMY 83007121
SCG MSSB ROZITA BINTI JAMAHAREE 83007220
SCG MSSB FAIZAH SARKAWI 83007307
SCG MSSB SOORIAGANTHY A/P VALOO 83007319
SCG MSSB ROSSILAH BINTI PUTIH 83007320
SCG MSSB POZIAH BTE YAAKOB 83007367
SCG MSSB SITI ZABEDAH BTE HASSAN 83007376
SCG MSSB LATIFAH BTE AHMAD 83007380
SCG MSSB ROPIAH BTE ABD RAHMAN 83007410
SCG MSSB SANIYAH OTHMAN 83007600
SCG MSSB STELLA PHILOMENA A/P P SOOSAY 83007611
SCG MSSB NORHANIZA BTE SHARIF 83007615
SCG MSSB SITI MARIYAH BT ABU NAHAM 83007621
SCG MSSB PARAMESWARY A/P KALIAPPAN 83007680
SCG MSSB SAKDIAH BTE SHAMSUDIN 83007685
SCG MSSB FAIZAH BTE ABDUL HAMID 83007702
SCG MSSB NORHAYATI SWITI ISHAK 83007703
SCG MSSB NORIZAN BT LISUT 83007708
SCG MSSB RODIAH BT MOHAMED 83007784
SCG MSSB SIDA BINTI SALLEH 83007850
SCG MSSB RAMLAH BT MD SAID 83007873
SCG MSSB LATHA A/P SUBRAMANIAM 83007887
SCG MSSB JAFRIZA BT JANTAN 83007893
SCG MSSB SALMAH BTE BASIRON 83007906
SCG MSSB SALMIAH BTE SHAMSUDIN 83007914
SCG MSSB RUSLIZA BT ISMAIL 83007917
SCG MSSB NORLIDA BINTI MAAROF 83007967
SCG MSSB NORHAYANI BTE SAHADI 83006076
SCG MSSB AZMARIATON BTE ABU BAKAR 83008380
SCG MSSB RAHAMAH ABDUL RAHMAN 83008486
SCG MSSB NORSITA SAHIL 83008635
SCG MSSB SALBIAH BTE KATANI 83008718
SCG MSSB AZLIN BT AYUB 83008792
SCG MSSB ZAIMUNALIZA BTE SAMAH 83008882
SCG MSSB MAZNAH BTE MOHD ZIN 83008899
50
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SANTHI A/P CHELLIAH 83009011
SCG MSSB ZABIDAH BT MOHAMAD 83009181
SCG MSSB ZAINAF BTE SAID 83009182
SCG MSSB ROSMINI BTE SAMANI 83009295
SCG MSSB RADIANA BT ABD WAHAB 83009296
SCG MSSB SHARIZA BINTI ZAHAR 83009307
SCG MSSB RABINA BT ME 83009308
SCG MSSB RUSLINA BT MAAMOR 83009555
SCG MSSB ASMAH BT MOHD NOOR 83009582
SCG MSSB SABILAH BT BAHARI 83009723
SCG MSSB ROHANI BTE YAAKOB 83009828
SCG MSSB ZAINI ABD GHANI 83009934
SCG MSSB NORIAH BTE JALIL 83010140
SCG MSSB HALIZA BT ZAKARIA 83010222
SCG MSSB UMAH-RANI A/P NADASON 83010315
SCG MSSB NORZAWATI BTE MD NOOR 83010588
SCG MSSB NOOR ZALLIFAH BT HASHIM 83010935
SCG MSSB S THILAGAVATHI A/P SUPIRAMANIAM 83010965
SCG MSSB K MOHANA A/P KRISHNAN 83010981
SCG MSSB SARMELY BTE HARUN 83011032
SCG MSSB RUBIAH BTE ABDUL WAHID 83011184
SCG MSSB PERIANAYAGI A/P RAMASAMY @ MARKU 83011188
SCG MSSB NURFADILAH BTE SUAIBUN 83011232
SCG MSSB PARAMESWARY A/P PACHIAPPAN 83011302
SCG MSSB SUMATHI A/P MURAGAYAH 83011304
SCG MSSB NORHAYATI BTE ABU ZARIN 83011321
SCG MSSB KALAISELVEE A/P NADASON 83011329
SCG MSSB JUHAIZAH BT MOHD ZIN 83011363
SCG MSSB NORMALA BT MOHD SALLEH 83011402
SCG MSSB NORA BT SABIRAN 83011406
SCG MSSB NORARPISAH BTE MOKHTAR 83011408
SCG MSSB SITI SALMAH BTE ISMAIL 83011436
SCG MSSB SAFIAH JAMALUDIN 83011527
SCG MSSB ESAH BT AWANG 83011852
SCG MSSB NURMAIZA BTE JANTAN 83011960
SCG MSSB JAYA GHAURI A/P NARASAN 83011978
SCG MSSB MAGESWARY A/P MANICKAM 83012127
SCG MSSB LETCHUMI A/P YELAMALE 83012128
SCG MSSB ZAINORA AZIMAH BINTI ZAINAL 83012257
SCG MSSB HALIMAH BT ADAM 83012326
SCG MSSB NOOR ZALINA BINTI ZAINI 83012577
SCG MSSB SIVAKUMAR A/L MUTHU 83012852
SCG MSSB SAMSUL SIN ARIFIN 83013014
51
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROSITA BINTI MAAROF 83013195
SCG MSSB ZAIMAH BTE ALI 83013556
SCG MSSB ZAINAB BINTI MUHAMAD GURBAH 83014408
SCG MSSB NORIDAH BINTI NIK MAT 83014410
SCG MSSB OTHMAN BIN MD SHAH 83014815
SCG MSSB UMAVATHY A/P MARAPPAN 83014864
SCG MSSB KHAMIZAN BIN MAIDEEN 83014837
SCG MSSB SARAVANAN A/L HARIHARAN 83014939
SCG MSSB MASLILY BINTI MD NOR 83015064
SCG MSSB NORAINI BINTI ABU SAMAH 83015184
SCG MSSB SELAMAH BINTI PAIDI @ HJ ABD MOOKHTI 83015240
SCG MSSB SAKILAH A/P KRISHNAN 83015241
SCG MSSB JAYALECHMI A/P MURUGIAH 83015326
SCG MSSB SUHAILA BINTI MD SAHAR 83015397
SCG MSSB ISMADI SIN YAHAYA 83015466
SCG MSSB MARIAMMAH A/P SELVARAJA 83015625
SCG MSSB RUSNITA BINTI DAUD 83015848
SCG MSSB NORAPIDAH BT MOHD DAN 83015880
SCG MSSB ROGAYAH BTE ABDUL RASHID 83015904
SCG MSSB KHAIRUL MIZAN BIN ZAININ 83015934
SCG MSSB NOR ROHAYA BINTI YAHAYA 83016028
SCG MSSB FATIMAH BTE ARESAN 83016120
SCG MSSB NORSITA BT KAMARUDDIN 83016173
SCG MSSB SUAR KAUR A/P NAJAR SINGH 83016187
SCG MSSB ROSLINNAH BINTI RASIDENT 83016397
SCG MSSB ZAIMAH BINTI SULAIMAN 83016401
SCG MSSB NORSALAWATI BINTI RAMLI 83016529
SCG MSSB NOR ZALINA BINTI MD TOLAH 83016617
SCG MSSB SAZARINA BINTI ABU ZARIN 83016645
SCG MSSB HASLINA BINTI HODRY 83016793
SCG MSSB RABAIAH BINTI ISMAIL 83016909
SCG MSSB ROSLIZA BINTI AWANG 83016965
SCG MSSB ROZILA BINTI MOHD RASHID 83016966
SCG MSSB ANITA BINTI TASMIN 83017028
SCG MSSB FAUZIAH BINTI BERAHIM 83017029
SCG MSSB ROHANA BINTI MAZLAN 83017041
SCG MSSB HASFANIZAL BIN HASHIM 83017089
SCG MSSB LIJAH BTE NORDIN 83017163
SCG MSSB RODZILA BINTI MOHD JAMIL HASHIMI 83017171
SCG MSSB NILANTHARA BABU A/L NIMAKAMA 83017200
SCG MSSB ROMAINI SUZI BT MOHD ALI 83017304
SCG MSSB MOHAMMAD IBRAHIM SIN AZAHARI 83017372
SCG MSSB ROSHAWATI BINTI ABU BAKAR 83017411
52
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ZAIMI BIN ZAINUDDIN 83017505
SCG MSSB ROSMAWATI BT MOHD NOR 83017511
SCG MSSB KANNAN A/L GANESAN 83017518
SCG MSSB YUSNITA BT MOHO YUSOF 83017585
SCG MSSB NORAZLIANA BINTI ABU 83017622
SCG MSSB THAMARAKHELVI A/P MARIMUTHU 83017771
SCG MSSB MAHANUM BINTI A AZIZ 83017857
SCG MSSB RAFIDAH BINTI RAMLI 83017871
SCG MSSB FATIMAHNOR BTE HASSAN 83017891
SCG MSSB SAFARIDAH BTE ZULKIFLY 83017893
SCG MSSB HASLINAH BTE HASHIM 83017894
SCG MSSB ROSLINDA BT IBRAHIM ABDUL RAHIM 83017937
SCG MSSB NORMALA BT SAID 83017948
SCG MSSB AZWAN BIN ABDULLAH 83017952
SCG MSSB MUHAMMAD SIN DAHALAN 83017954
SCG MSSB MARLIANA BINTI MAZLAN @ MAZALAN 83018157
SCG MSSB NORAZIZAH BT ABDULLAH 83018224
SCG MSSB SALOMA BINTI MOHD RASHID 83018266
SCG MSSB TENGKU SALINA BINTI T HUSSAIN 83018269
SCG MSSB ASRINDALIZA BINTI ANUAR 83018328
SCG MSSB ROZAZLEN BINTI MOHD ARIS 83018719
SCG MSSB NOR ROZITA BINTI IBRAHM 83018720
SCG MSSB ROSSITA BINTI MINHAD @ NORDIN 83018750
SCG MSSB GAYATHRY A/P M VETRIVELOO 83018758
SCG MSSB AMINAH BTE KAILOH 83018762
SCG MSSB ANDAL A/P ARIKRISHNAN 83018773
SCG MSSB JAYANTI A/P BALAKRISHNAN 83018775
SCG MSSB SITI ROHAIDA BINTI KHAIRUDDIN 83018778
SCG MSSB NORALIZA BINTI MD RAMLAN 83018786
SCG MSSB SITI KHADIJAH BINTI ABDULLAH 83018787
SCG MSSB NORHASNITA BT ZAINUDIN 83018790
SCG MSSB ROSIDAH BINTI ZAINUDIN 83018803
SCG MSSB YUSNITA BINTI ABD HALIM 83018807
SCG MSSB NORAINI YUSOF 83000544
SCG MSSB FATIMAH MAAMOR 83002750
SCG MSSB MULIZAH ABDULLAH 83003330
SCG MSSB JAMIAH RAHMAT 83003698
SCG MSSB JAMILAH OSMAN SUKOR 83003858
SCG MSSB SAKDIAH LAMBAK 83003985
SCG MSSB NORHAWIYAH A HAMID 83004479
SCG MSSB SALMAH BTE IDRUS 83005293
SCG MSSB NORHAYATI MOHD ABDIL 83005507
SCG MSSB MARIAM YASSIN 83006912
53
<PAGE>
<CAPTION>
SCG MSSB ROSIDAH BINTI ABU 83007315
SCG MSSB ZAINON AB RAHMAN 83007446
SCG MSSB ZARINAH BINTI NASIR 83007801
SCG MSSB LIM KIM POOI 83008323
SCG MSSB ZURINA ABD RAHMAN 83009107
SCG MSSB MASITA BTE MOHAMAD 83009465
SCG MSSB GANGA THEVI A/P MURUGAN 83009502
SCG MSSB ROHAJDAH BTE ABD KADIR 83009503
SCG MSSB MAZIYANI BINTI MANSUR 83009510
SCG MSSB NORSIAH BTE MOHD JAAFAR 83009512
SCG MSSB MAFIZA BT MOKHTAR 83009515
SCG MSSB HAZIAH BT HARIS 83009550
SCG MSSB BATHMAVATHY A/P PAJAPAN 83009667
SCG MSSB NOR AISHAH BTE WAHAB 83009903
SCG MSSB LATIFAH BT KAMARUZAMAN 83009927
SCG MSSB JUMAAH BTE MD NOR 83000259
SCG MSSB ROSIDA BTE MAD ARIS 83000320
SCG MSSB POOGOTHAI A/P SUBRAMANIAM 83002253
SCG MSSB RUSIAH BTE KARPELEK 83003617
SCG MSSB NORAZLINA BTE SAMARUDDIN 83003756
SCG MSSB NOR AZIMAH BINTI AMIR 83004282
SCG MSSB ANITA BTE MD ISA 83004374
SCG MSSB MAZIYAH BTE JAHARI 83006289
SCG MSSB JULIAH BT IBRAHIM 83000290
SCG MSSB FAUZIAH MOHD NOOR 83000792
SCG MSSB JOSEPHINE AMMIATHAM 83000964
SCG MSSB NORMAH ARSHAD 83001629
SCG MSSB SAMSINAR MD LUDIN 83001895
SCG MSSB NORINI ALIAS 83002399
SCG MSSB BIBI HAMIDAH KARAM DIN 83002416
SCG MSSB NORHAINI BINTI TOMPOK 83002656
SCG MSSB ZAITUIN BTE ARIFIN 83002843
SCG MSSB ZAINATON BTE SIDUMIN 83002847
SCG MSSB NGATINI WAHAB 83002905
SCG MSSB MONGAYARTHELAGAM MUTHUSAMY 83003431
SCG MSSB ARIYAMALA V S MANIAM 83003449
SCG MSSB SINNAMANI S KARUPAYAH 83003477
SCG MSSB ROBIYAH ABD RAUB 83003622
SCG MSSB RAJESWARY CHELAPPAN 83004229
SCG MSSB NORAYA TALIB 83004322
SCG MSSB NOR HAFIZAH MD NOOR 83004742
SCG MSSB CHAN LEE YING 83004857
SCG MSSB SITI HAWA ALIAS 83005230
SCG MSSB KAMARIAH JAAFAR 83005257
54
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB MAZNAH ABD MALEK 83005325
SCG MSSB ANITA BT ATAN 83005771
SCG MSSB SUMATHI A/P ARUMUGAM 83005874
SCG MSSB SHUWAGUADI D/O MUTHUSAMY 83006164
SCG MSSB ROSIAH BT JUMAAT 83006441
SCG MSSB VASANTHA A/P MANICKAM 83006734
SCG MSSB PUSPALILA A/P MUNIANDY 83006735
SCG MSSB KHATIJAH BTE ABD HAMID 83006990
SCG MSSB PUSPATHEVI A/P ELLAPPAN 83007129
SCG MSSB ROKIAH BTE ABD TALIB 83007217
SCG MSSB RATHA A/P SUPPIAH 83007316
SCG MSSB FAZILAH BT ABDULLAH 83007519
SCG MSSB NORMAH BTE SAJI 83007666
SCG MSSB RUBIAH BINTI MOHD ISA 83007671
SCG MSSB SUZAINA MANSOR 83007746
SCG MSSB SITI FATHIMAH BINTI IBRAHIM 83007768
SCG MSSB KAMARIZA BINTI KHAMID 83007814
SCG MSSB NOR RABIEAH BT MOHAMMAD NOOR 83007875
SCG MSSB FAIZAH BINTI HAMZAH 83007876
SCG MSSB SITI MUSLIHAT BTE ZABIDIN 83007889
SCG MSSB ZAINAB BTE MOHD NOR 83007890
SCG MSSB WAHIDA BT ABD WAHAB 83007894
SCG MSSB ZAIDAH BTE ZAKARIA 83007900
SCG MSSB NORASHIKIN BINTI ABDULLAH 83007909
SCG MSSB SAMSINAR BTE AWALUDIN 83007918
SCG MSSB NORZALINA A BAKAR 83007921
SCG MSSB RANIMAH BINTI JAMALUDIN 83007935
SCG MSSB SALMIAH BT ABDULLAH 83008022
SCG MSSB NORIZAH BTE SAMSUDIN 83008033
SCG MSSB LIEW YEW FUI 83008543
SCG MSSB JAMALIAH BTE JIMIN 83009793
SCG MSSB TENGKU ZAINUN BTE RAJA MAHMUD 83009794
SCG MSSB RUBIAH BT ABDUL RAHIM 83009924
SCG MSSB SALMIAH BTE HAMZAH 83000081
SCG MSSB FAHIMAH BTE MUHAMED 83000159
55
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORASIAH BT MOHO ATAS 83010388
SCG MSSB NOOR FISAH BT AHMAD 83010472
SCG MSSB SARIAH BTE ABDUL RAHMAN 83010886
SCG MSSB R A THANGESWARY A/P ANAMALAI 83011004
SCG MSSB JUNAINAH BET SHARIF 83011185
SCG MSSB NORMALIZA BET AHMAD 83011490
SCG MSSB PUNITHA A/P PONNUSAMY 83012605
SCG MSSB HASLINDA BET JAMIL 83012631
SCG MSSB ROPEAH BTE ABU BAKAR 83012818
SCG MSSB THARAMARAJA A/L PARAMASIVAM 83012856
SCG MSSB SEETHA A/P NARAYANAN 83013142
SCG MSSB SELVARANI A/P JOHN MATHEWS 83014236
SCG MSSB MAGESWARY A/P THANGAVELU 83014817
SCG MSSB SOBBA A/P APPOKUTAN 83014818
SCG MSSB D THULASINATHAN A/L DAVAN 83015162
SCG MSSB VASANTHI A/P KATHERISAN 83015175
SCG MSSB JULIEATHIANA BT ABD. LATIF 83015757
SCG MSSB SARALA DEVI A/P MANOGARAN 83015845
SCG MSSB SHANTHI A/P P. RAJOO 83015898
SCG MSSB KHAMIDAH BTE ALUS 83015995
SCG MSSS JAMISAH BTE RAZALI 83016004
SCG MSSB PARAMESWARY A/P CHINNIAH 83016024
SCG MSSB SUHAIMI BIN ABDUL KADIR 83016696
SCG MSSB NORAHYATI BINTI MOHD ATAS 83016698
SCG MSSB ROSIDAH BT MOHAMED NAIM 80316703
SCG MSSB HAMIDAH BINTI BERAHIM 83017030
SCG MSSB MUNIANDY A/L MUNION 83017048
SCG MSSB SURAYA BINTI SAID 83017075
SCG MSSB KUMARAN A/L ARIKRISHNAN 83017166
SCG MSSB NAZIHA BINTI ZAKRI 83017285
SCG MSSB SURIYANTI BT PARDI 83017410
SCG MSSB AZLINA BINTI HUSSAIN 83017447
SCG MSSB NORMAH BINTI ALI 83017854
SCG MSSB ROSIDAH BT KAMADIN @ KAMARUDDIN 83017855
SCG MSSB NASHIDAH BINTI MAT SAARI 83017870
SCG MSSB NORAZIMAH BT YATIM 83017905
SCG MSSB SARJIT KAUR A/P DAL SINGH 83018068
SCG MSSB NOR AZLINA BINTI ALIAS 83018074
SCG MSSB MAZWATI BINTI MAARIF 83018785
SCG MSSB MAZHANI BINTI MAARIF 83018788
SCG MSSB ROSLIZA BINTI RAMLI 83018806
SCG MSSB NORIAH BT UJANG 83006711
SCG MSSB NOORHAYATI BTE MD JAKI 83008558
SCG MSSB ROSMAWARIANA BTE SINDUT 83010342
SCG MSSB ZILINA ELIAS 83001248
56
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SITI JARIYAH BARDAN 83001846
SCG MSSS RAMLAH BTE IBRAHIM 83002845
SCG MSSB AZIZAH YAHYA 83004574
SCG MSSB JAMALIAH JAMIL 83004990
SCG MSSB MANIMALA NACHMUTTU 83005505
SCG MSSB VIJAYA A/P GOVAKRISHNAN 83005905
SCG MSSB HAMIDAH BT OTHMAN 83006465
SCG MSSB SUSILA DEVI A/P A KRISHNAN 83006485
SCG MSSB MARIYAM BT HASHIM 83007064
SCG MSSB AIDAH HASSAN 83007068
SCG MSSB NORSAH MOHAMMAD SHARIFF 83008199
SCG MSSB ZAINAH BTE NORDIN 83010016
SCG MSSB MUNNIAMAH A/P PUTIAPPAN 83010206
SCG MSSB KHATIJAH BTE MD SALLEH 83010531
SCG MSSS ROSLINDA BT MANSOR 83010850
SCG MSSB ZANIAB A/P T ASSINER 83012374
SCG MSSB INTHIRANI A/P KANDASAMY 83015760
SCG MSSB ROSNAH AHMAD 83000298
SCG MSSB NORRAHIMA BT MD YASIN 83000696
SCG MSSB SARASWATHY N 83001370
SCG MSSB SITI HAZAR BT ABD RAHMAN 83002194
SCG MSSB NORZALINA SYD OMAR 83002203
SCG MSSB PATHMAVATHY RAJAGOPAL 83002547
SCG MSSB SAELAH DERON 83003088
SCG MSSB NORMALA MOHD NOOR 83004069
SCG MSSB SAADIAH SARIANUM 83004093
SCG MSSB JARAH SALLEH 83004372
SCG MSSS MARIAMMAL A/P SINNAPYAN 83006348
SCG MSSB SHRIMAH BT SULAIMAN 83006475
SCG MSSB A SAROJAH A/P APPADURAI 83006758
SCG MSSB SALMI BINTI ABU SAMAH 83006918
SCG MSSB SITI AISHAH BT BIDEN 83008531
SCG MSSB AZLINA BT ABDUL RAUF 83008720
SCG MSSB NORASIMAH BTE MANSOR 83008754
SCG MSSB SHANTHI A/P MUNIANDY 83009344
SCG MSSB SUHANA BINTI ABD JAMAL 83009743
SCG MSSB SITI SARIMAH BT ABU NAHAM 83009775
SCG MSSB MAZNY BT KHAMIS 83009923
SCG MSSB VASANTHA A/P RAMAYIAH 83010378
SCG MSSS HASNAH BT UJANG 83011123
SCG MSSB NORZILA BINTI WANG 83011582
SCG MSSB GUNASUNDAREE A/P SUBRAMANIAM 83011732
SCG MSSB HUZAIMAH BT ABDULLAH 83013302
SCG MSSB HASMALINDA BINTI HASAN 83013777
SCG MSSB JULIANA BINTI ABDUL RANI 83014080
SCG MSSB FATIN FALZAH BT JAAFAR 83014281
57
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB THILAHAM A/P SURAMANIAM 83014326
SCG MSSB HALIJAH BINTI MAHMUD 83014822
SCG MSSB SUMATHI A/P PEROMAL 83015180
SCG MSSB NORLIAH BINTI IBRAHIM 83015197
SCG MSSB SAMSUL BIN SAHMAN 83015278
SCG MSSB SUMIAH BINTI ABD RAHMAN 83016005
SCG MSSB JUNAIDAH BT JAMALUDDIN 83016113
SCG MSSB ISMARSURIYA BTE ISMAIL 83016507
SCG MSSB INTAN MAZLINA BINTI ISMAIL 83016512
SCG MSSB MAZLINA BINTI PILUS 83016879
SCG MSSB RUSNANI BINTI RUSLI 83017626
SCG MSSB MD ALI BIN NUSRI 83018288
SCG MSSB VIJAYAKUMAR A/L BERIN@ VEERAN 83018300
SCG MSSB MARSITA ABD WAHAB 83000120
SCG MSSB KATIJAH AHMAD 18000168
SCG MSSB PERIDAH HANOM AHMAD 83001365
SCG MSSB VERGINIA LAZAROO 83001732
SCG MSSB MALINE THANGAVELU 83002040
SCG MSSB ZALEHA BT ABD RAZAK 83002259
SCG MSSS RAKIAH HUSSIN 83002312
SCG MSSB ZUREENA BT ABD RAHMAN 83002355
SCG MSSB FOZIAH MOHD NOOR 83002633
SCG MSSB NORISAM OTHMAN 83003168
SCG MSSB MAIMUNAH EANUSI 83003490
SCG MSSB NORRISAH HAMID 83003805
SCG MSSB SITl EZZAH SAIDIN 83003844
SCG MSSB NOR AZLINA ARIS 83003983
SCG MSSB ZAITON SIRAN 83004615
SCG MSSB MAIMON OSMAN 83004912
SCG MSSB NORAINI SAGAP 83004950
SCG MSSB ZALEHA SELAMAT 83004973
SCG MSSB KANNIAMMAH MARIMUTHU 83004977
SCG MSSB ANIMATON AHMAD 83005041
SCG MSSB NOOR AZIZAH HASSAN 83005401
SCG MSSB CHEONG SOO CHENG 83006481
SCG MSSB FAUZIAH IDRIS 83006486
SCG MSSB S DANALETCHEMY 83006885
SCG MSSB NORLIZATION BT RAZALI 83006983
SCG MSSB HAZLIN BINTI ABDUL HALIM 83007178
SCG MSSB NORESHAH BTE AHMAD 83007288
SCG MSSB NORLIZAN BINTI HARON 83008008
SCG MSSB JULIA BT JIPUN 83008297
SCG MSSB NURIFAH BT HARUN 83008919
SCG MSSB NORLIN SAHARI 83009263
SCG MSSB RAGAYAH BTE RAHMAN 83009623
SCG MSSB SITI RAHMAH BT MD ALI 83009679
58
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB HAMIDAH BINTI HARUN 83009749
SCG MSSB RASAMALAR A/P SIYIKUDI 83010347
SCG MSSB VIDHYAWATHY D/O BALAN 83011059
SCG MSSB NORHIZA BT SULAIMAN 83011177
SCG MSSB JAMIAH BTE JAMALUDDIN 83011704
SCG MSSB SITI SARINA BINTI MANAP 83011949
SCG MSSS SAZURA BT MOHD TAN 83012353
SCG MSSB NOR HAZLLZA BINTI MOHD DIAH 83014873
SCG MSSB JAYALICMY A/P RAJALINGAM 83015628
SCG MSSB INTAN ANUM BINTI ABDUL AZLZ 83015812
SCG MSSB UMA MAGESWARI A/P SUPPIAH 83016757
SCG MSSB SAIDA BONOO BINTI MIRZA GHULAM NABI 83016834
SCG MSSB SIVAKUMAR A/L. BERIN @ VEERAN 83018301
SCG MSSB FADILAH ABD JALIL 83001280
SCG MSSB NURAINI UJANG 83001863
SCG MSSB SALMY BINTI BAHARUDDIN 83002069
SCG MSSB SURIYATI RASID 83002135
SCG MSSB HAYATI MOHD JUNOS 83003179
SCG MSSB ROZITA DAUD 83003251
SCG MSSB MAGISVARI A/P NAGOORAN 83006863
SCG MSSB ZARYAH BINTI ABD AZIZ 83007974
SCG MSSB SHARIFAH MARINI BTE SYED MOKHTAR 83007990
SCG MSSB SURIANI BTE ABDUL LATIP 83011579
SCG MSSB RUSMAH BINTI MOHD YUSOF 83011884
SCG MSSB SHARIMAH BTE MOHD SHUKOR 83013336
SCG MSSB AZAMI BIN JAMALUDIN 83015335
SCG MSSB NOSNANI BTI YUNOS 83016857
SCG MSSB NORAINI BINTI MD NOR 83018451
SCG MSSB NIRMALA A/P SELVARAJU 83018571
SCG MSSB MASIRAH SHARIL 83001806
SCG MSSB ZAIMAH ALIAS 83003416
SCG MSSB NORMAH BTE HASAN 83003510
SCG MSSS VASANTHA A/P BATUMALAI 83006181
SCG MSSB VENI A/P AHAMBARAM 83006262
SCG MSSB AMIRTHA VALLI A/P RAMACHANDRAN 83007194
SCG MSSB RUZILAWATI BT. MOHD ASLI 83012233
SCG MSSB ANNIE A/P THOMAS ANTHONY 83014837
SCG MSSB NOR ALIZA BTE MAT SALLEH 83015429
SCG MSSB NORADILAH BT BUKHARI 83015484
SCG MSSB SABARIAH BINTI KASIM 83015616
SCG MSSB SANDI A/P PUTIAPPAN 83016072
SCG MSSB KUMUTHA A/P SASGARAH 83016455
SCG MSSB ROHAYATI BINTI AHAD 83017849
SCG MSSB NOR AZISHAM BIN ABU SAMAH 83018046
SCG MSSB NORAYU BINTI RAHIM 83018169
SCG MSSS NORSIMAH BET MOHD SERI 83000094
59
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORAZIAH AB RAZAK 83000239
SCG MSSB JAMILAH BT BUYONG 83000912
SCG MSSB KASUA IDRIS 83001131
SCG MSSB NORIHA BT IBRAHIM 83001415
SCG MSSB JUNAIDAH IBRAHIM 83001784
SCG MSSB ARBAATON NAHAR 83001798
SCG MSSB MARIAM BT MD SAH 83002096
SCG MSSB ZAHRIAH AHMAD 83002258
SCG MSSB CHELLAMAH CHELLAPAN 83002266
SCG MSSB AZIZAH AHMAD 83002316
SCG MSSB SITI KATHIJAH BT MANSOR 83002344
SCG MSSB LETCHUMI DEVI WASU 83002374
SCG MSSB JALILAH MAHAMI 83002412
SCG MSSB NORIAH KASBUN 83002609
SCG MSSB ROSNAH BULIN 83002724
SCG MSSS BARIAHTUN BTE SALIM 83002964
SCG MSSB YATIMAH SELAMAT 83003339
SCG MSSB ZAINAB BT BIDIN 83003518
SCG MSSB SITI HAJAR BT SHARIF 83003533
SCG MSSB ZAINAP A MALEK 83003568
SCG MSSB AMBIGA VELAYADKAN 83003841
SCG MSSB SITI ZA HARAH SANUSI 83004083
SCG MSSB SANIAH HARUN 83004847
SCG MSSB SH ROZAYA SYED JAAFAR 83005480
SCG MSSB PONKODI A/P MALAYAPPEN 83005558
SCG MSSB SITI SALMIAH ALI 83005770
SCG MSSB ALIAH BT KASAH 83005948
SCG MSSB KARTHIANI A/P NARAYANAN NAIR 83005966
SCG MSSB ZURAIDA BT ABDUL LATIF 83006083
SCG MSSB ZAHRAH BT OSMAN 83006101
SCG MSSB KHATIJAH BT MAAROF 83006207
SCG MSSS MASRIAH BT HASSAN 83006286
SCG MSSB LETCHUMY D/O ARUMUGAM 83006336
SCG MSSB MAIMUNAH BT MOHO YUSOF 83006488
SCG MSSB CHAN LEE CHOO 83006502
SCG MSSB ROGAYAH HARUN 83006567
SCG MSSB UMI KALSOM BT AS WAHAB 83006686
SCG MSSB NORIDAH BT TAIB 83006738
SCG MSSS NOORRIZAN BT OSMAN 83006803
SCG MSSB NORHANAN BINTI MOHD NOOR 83006822
SCG MSSB ROHANA BTE MD JAYA 83006825
SCG MSSB NORRAILAY BTE SALIM 83006839
SCG MSSB SALWATI BTE MD SHAH 83006888
SCG MSSB GAN KIM HAI 83006916
SCG MSSB VALLIAMMAH A/P PERLASAMY 83006944
SCG MSSB HARISHAH BTE ABDUL MALEK 83006965
60
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ROHAIYAH ABDUL RAHMAN 83006968
SCG MSSB ROHANI BTE KASIM 83006973
SCG MSSB SALINA BT JUJI 83007014
SCG MSSS HAZIZAH BT KAMARUDDIN 83007020
SCG MSSB TAMIL SELVI A/P MUTHUSAMY 83007031
SCG MSSB SHAMSIAH MOHD YUSOFF 83007034
SCG MSSB HARIAH BTE IBRAHIM 83007095
sco MSSB JUNAIDA BT MOHD KASIM 83007100
SCG MSSB NORSURIYATI BTE KAMARUDDIN 83007111
SCG MSSB ZAITON BTE AHMAD 83007183
SCG MSSB MAHANI BT AHMAD 83007426
SCG MSSB ZAUNDA BTE ZAKARIA 83008104
SCG MSSB HASLINA BT HARUN 83008110
SCG MSSB ZALEHA BTE NORDIN 83008362
SCG MSSB ZALINA BINTI MOHD KUDUS 83008444
SCG MSSB SALIZA BTE KASIM 83008457
SCG MSSB SAIDAH BTE IDRIS 83008459
SCG MSSB HAPASAH BINTI SHARIF 83008819
SCG MSSB FARIZAH PIEI 83008966
SCG MSSB UMA DEVI A/P SUBRAMANIAM 83008975
SCG MSSB FAZILAH BTE IDRIS 83009067
SCG MSSB MEHALA A/P MUTHUSAMY 83009472
SCG MSSB ZULAIHA BT ABDUL RAHMAN 83009552
SCG MSSS ROSLINA BT MOHD JAMIL 83009684
SCG MSSB NORAZLINA BTE MANAF 83009613
SCG MSSB ASMIDAR BINTI A RAHMAN 83009685
SCG MSSB ZURAINI BINTI MAULUD 83009902
SCG MSSB MARELYZA BTE MOHD DIAH 83010124
SCG MSSB T. KAMISAH BT TAMAN 83010125
SCG MSSB M RAJESWARI A/P MANICKAM 83010200
SCG MSSB NORLIZA BINTI MOHD NASIR 83010225
SCG MSSB RUZITA BINTI SHAHARUDIN 83010226
SCG MSSB SAMSINA BT SAMSUAMBIA @ SAMSUDIN 83010245
SCG MSSB AZLIATON BTE AYOB 83010292
SCG MSSB ROHANA BINTI BAKAR 83010293
SCG MSSB NOR IDA BT TAJUDDIN 83010359
SCG MSSB ROSIAH BTE HITAM 83010384
SCG MSSB MAHERAN BINTI BAKAR 83010409
SCG MSSB NOORAZLINA BTE AB RAHMAN 83010421
SCG MSSB SALMIAH BTE HASSAN 83010422
SCG MSSB NORHANIZAN BTE SABTU 83010519
SCG MSSB NORAINI BTE ABU BAKAR 83010525
SCG MSSB NORHAMIZAH BT MUHAMAD 83010561
SCG MSSB KAMARIAH BT MAT JAHAM 83010590
SCG MSSB REGINA A/P JESU DASS 83010695
SCG MSSS AZIZAH A/P ARTHAM 83010879
61
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORHAZIZAH BTE ABAS 83010889
SCG MSSB AMIDAH BT KONTING 83011662
SCG MSSB SALINAH BINTI SULONG 83011793
SCG MSSB ZUHAILA BINTI ADAM 83011796
SCG MSSB NORHASIMAH BT ISMAIL 80011803
SCG MSSB NORFAZILAWATI BINTI MOHD JANI 83012146
SCG MSSB MAFIZAH BINTI IDRUS 83012186
SCG MSSB ROSLINA BT HJ HASAN 83012284
SCG MSSB ROZITA BINTI ZAINAL ADIDIN 83012463
SCG MSSB JAMILAH BTE HASSAN 83012509
SCG MSSB SALMA BINTI HAJI BAHARUDDIN 83012599
SCG MSSB SORIAH BINTI BASIR 83012625
SCG MSSB HALIMATUL SA'AADIAH BT ABDULLAH 83012664
SCG MSSB SUJATA A/P SIVASANKARAN 93012717
SCG MSSB LEELA DEVI A/P GOPAL 83012763
SCG MSSB ROSNI BT SUDIN 83012807
SCG MSSS MAZIAH BINTI MT YUSUF 83012825
SCG MSSB RAFEAH BT MOHD BAKI 83012887
SCG MSSB NORLELA BINTI MD SOL 83012976
SCG MSSB HAZIZAH BT MOHD RAMLI 83012977
SCG MSSB JASBIAR KAUR D/O KARNAIL SINGH 83012985
SCG MSSB LELA BT MOHD YUSOP 83012987
SCG MSSB SITI ZAITUN BINTI MUSTAFA 83012990
SCG MSSB SITI ESHAH BINTI YAAKOB 80313019
SCG MSSB ALMURISAH BT ALIMAT 83013023
SCG MSSB FATIMAH BTE AHMAD 83013058
SCG MSSB SURIA BT DAUD 83013117
SCG MSSB NORANI BINTI SHAHARI 83013179
SCG MSSB SALBIOYAH BT ZAHIRAN 83013182
SCG MSSB NORALIZA BTE GAMBOR 83013321
SCG MSSB SHARIPAH RAZIAHH BT ALIAS 83013405
SCG MSSB RUSSINAH BT BAHARIN 83013473
SCG MSSS SAFINAH BINTI SALIM 83013605
SCG MSSB SUHIANI BINTI UJANG 83013606
SCG MSSB RUZINAWATI BINTI BAHAROM 83013608
SCG MSSB NORKASIKIN BINTI ZAINAL ABIDIN 83013614
SCG MSSB BATHMA A/P ARUMUGAM 83013645
SCG MSSB SANISAHURI BT BARDI 83013758
SCG MSSB SAROGINY A/P ATHNIANNAN 83013764
SCG MSSB SANTHI A/P SUPRAMANI 83013773
SCG MSSB AINULMAR BINTI MISRAN 83013834
SCG MSSB MONALIZA BINTI MOHD DOM 83013840
SCG MSSB AHYUNA BINTI ABU BAKAR 83013847
SCG MSSB EZELENA BINTI ABOULLAH 83013862
SCG MSSB NORLINA BINTI ABD MALEK 83013943
SCG MSSB HAMIDAH BTE MOHD ARIFF 03014439
62
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB TANGAMAH A/P VADIAPPAN RAMAN 83014446
SCG MSSB NORAINI BINTI ZAINALABIDIN 83014450
SCG MSSS TANALACHEMY A/P KUPPAN 83014485
SCG MSSB NORZIMAH BINTI IDRIS 83014526
SCG MSSB SANIAH BINTI TUKIRAN 83014574
SCG MSSB NAZRI BIN YUSOF 83014872
SCG MSSB ZAINUDIN BIN SULAIMAN 83014886
SCG MSSB ZAMIRAMBIA BIN HASSAN 83014892
SCG MSSB RIZAL BIN ADAM 83014959
SCG MSSB YUSMAWAT1 BINTI BAHAPIN 83015097
SCG MSSB AISAH BINTI BOJENG 83016253
SCG MSSB NOR SHILA BINTI OSMAN 83016268
SCG MSSB VASANTHI A/P BATUMALAI 83016343
SCG MSSB MARIANA BINTI MAT RAMI 83016433
SCG MSSB MASLINDA BINTI AB KARIM 83016434
SCG MSSB MAZIDAH BINTI MAT RANI 83016435
SCG MSSB YUSRY BIN HUSSIN 83016441
SCG MSSB NOORHAFIZAH BINTI HUSIN 83016551
SCG MSSS NORZALIZA BT ABDUL RAZAK 83016552
SCG MSSB SITI ZARINA BINTI ZAINUDDIN 83016556
SCG MSSB NORMAZILAH BINTI ABDUL RAHMAN 83016603
SCG MSSB NYANASUNDARI A/P SELVANAYAGAM 83016622
SCG MSSB FARIDAH BINTI JANTAN 83016654
SCG MSSB SITI MARLINA BINTI ISTAMAR 83016718
SCG MSSB AYUAH BT SCOTT 83016736
SCG MSSB NORWIAH BINTI MAHMUD 81016745
SCG MSSS SHARIFAH BINTI NORDIN 80167446
SCG MSSB ZALINA BINTI SHARIF 83016777
SCG MSSB SANIAH BT MD SHARIFF 83016824
SCG MSSB NOORAIN BINTI ZAINAL 83016843
SCG MSSB NORHAYATI BINTI KAMARUDIN 83016939
SCG MSSB HASNIZA BINTI BAKARIN 83016958
SCG MSSB SALINA BINTI SULAIMAN 83016961
SCG MSSB LAILEY BINTI JONED 83017276
SCG MSSB NORANI BINTI ALI 83017545
SCG MSSB SHAHIIDA BINTI YAKUB 83017645
SCG MSSB SITI KHADIJAH BINTI YASIN 83017711
SCG MSSB NOOR KAMALIA BINTI MOHD KAMIL 83017793
SCG MSSB NORLAILI BINTI ARSHAD 83017850
SCG MSSB KAMARIAH BINTI DAHLAN 83018236
SCG MSSB MAZLINA BINTI MAHMOR 81021651
SCG MSSB ROHAYA MAAROF 83000159
SCG MSSS SAFIAH BT JAMALUDIN 83000262
SCG MSSB SILVARANI D/O PERUMAL 83000341
SCG MSSB NORAZIZAH MOHD NOR 83000672
SCG MSSB NORIMAH SAHARI 83000861
63
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB RAMLAH BT HITAM 83000914
SCG MSSS NORASIDAH MOHD YUSOF 83001125
SCG MSSB RUMINI BT DHARSONO 83001923
SCG MSSB ROHANI BT ABD MALEK 83002003
SCG MSSB NORAINI BT ARDIN 83002031
SCG MSSB SITI HAWAZAH BT YUSOF 83002057
SCG MSSB ROGAYAH BTE SELAMAT 83002243
SCG MSSB RAMLAH MOHD ALI 83002293
SCG MSSB ROHAYA IBRAHIM 83002391
SCG MSSB NOR RAINI BTE SASIDIN 83002398
SCG MSSB SALMIAH BT ABD TALIB 83002670
SCG MSSB SITl HAWA BINTI JAAFAR 83003048
SCG MSSB NORSIMAH BT MANSOR 83003211
SCG MSSB NORASIMAH YUSOFF 83003215
SCG MSSB CHE MUZIYAH BINTI MD JAI 83003219
SCG MSSB ROHAYA ZAINUDDIN 83003446
SCG MSSB ROSLINA TALIB 83003585
SCG MSSS MISRINAH SIMIN 83003684
SCG MSSB LEHAN ABDULLAH 83003728
SCG MSSB SABARIAH MOHD NAYAN 83003822
SCG MSSB RAHIMAH JANI 83003979
SCG MSSS SITI ROMIZAN ABD RAHIM 83004042
SCG MSSB MIRZA FUADAH HASSAN 83004044
SCG MSSB ZAINON IDRIS 83004049
SCG MSSB FATIMAH ABDULLAH 83004050
SCG MSSB MAIMUNAH ITAM 83004096
SCG MSSB MAZNAH BT YASIN 83004160
SCG MSSB SELLAMMAL D/O PANNIR SELVAM 83004186
SCG MSSB BADARIAH IBRAHIM 83004273
SCG MSSB NAREZAM AHMAD 83004383
SCG MSSB NORAINI HASSAN 83004398
SCG MSSB NORZILA RAMLI 83004581
SCG MSSB ROSWATI KAMARUZAMAN 83004632
SCG MSSB ALAGAMMAH CHINNIAH 83004737
SCG MSSB AMARJEET KAUR 83004751
SCG MSSB RAHMAH IDRIS 83004828
SCG MSSB KURSHIAH MUSA 83004839
SCG MSSS ROHANA HUSIN 83005084
SCG MSSS NORAINI BTE AB TAHAR 83005312
SCG MSSB MARIAM LATIF 83005387
SCG MSSB ZAHARLAH SIDEK 83005428
SCG MSSB SITI ZAINAB MAJID 83005476
SCG MSSS BARIAH BTE SUKOR 83005721
SCG MSSB BADARIAH ABDUL JALIL 83006154
SCG MSSB TAMIL SELVI A/P VELLAIAN 83006163
SCG MSSB KAMALA A/P KOLANDAI 83006180
64
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB AZIZAH BT SALLEH 83006191
SCG MSSB NORAZLINA MOHD AMIN 83006193
SCG MSSB MAZNAH BT ESTAR 83006210
SCG MSSB WAN NOOR AKMALIZA 83006263
SCG MSSB NIZARUDIN B BAHAMAN 83006630
SCG MSSB SUSEN A/P DAVID 83006751
SCG MSSB NORAIDA BT MOHD TAHAR 83006781
SCG MSSB NAGESWARI D/O KRISHNAN 83006782
SCG MSSB M RAJESWARI D/O MUNUSAMY 83007895
SCG MSSB PARAVATHY A/P VARRAPAN 83006814
SCG MSSB V PUSPARANI D/O VEERAPPAN 83006829
SCG MSSS SAIMAH BT MIDUN 83006834
SCG MSSB NORAZIAH BTI MOHD ZAIN 83006928
SCG MSSS ZURINA BTE ZULKAPLY 83006953
SCG MSSB RAMLAH BTE SALLEH 83006969
SCG MSSB ROZETA BT HASSAN 83007058
SCG MSSB FARIDAH BT JAAFAR 83007072
SCG MSSS ANANTHA VALLEY A/P KARUPPIAH 83007108
SCG MSSB ROHAYA BT ABD RAHMAN 83007143
SCG MSSB SARASWATHY A/P VEERASAMY 83007353
SCG MSSB AIDAH BT ABDUL RAHMAN 83007365
SCG MSSB NOR RAHAYATI SHAWAL 83007462
SCG MSSB ZURIDAH BTE ALWI 83007465
SCG MSSB ZALIZA BTE LATIF 83007779
SCG MSSB PUTTARAMA A/P MUTHAN 83007821
SCG MSSB NOR AFIDAH BT SHAHIL 83007847
SCG MSSB MALIGAH A/P MUNUSAMY 83007989
SCG MSSB JALILA BTE YAHAYA 83008124
SCG MSSB KASMAH BTE MAT 83008151
SCG MSSB SANIAH BAHARUDIN 83008269
SCG MSSB ROHANA BTE ZULKIFLI 83008332
SCG MSSB ZALIHAN BINTI JIDIN 83008381
SCG MSSB MUNIAMMAH A/P MUNUSAMY 83008416
SCG MSSS SARASWATHY A/P SUPPIAH 83008523
SCG MSSB NORASAH BTE AB GHANI 83008532
SCG MSSB AMELIA BT ARIFFIN 83008658
SCG MSSB SHARIFAH BT MOHD YUSOF 83008666
SCG MSSS NORZELAH BTE HJ AHMAD 83008707
SCG MSSB NORAZIZAH BTE MUSTAPHA 83008776
SCG MSSB ZALINAH BTE IBRAHIM 83008814
SCG MSSB JURIAH BTE MOHTAN 83008952
SCG MSSB SITI SARAH BTE MOKHTAR 83008972
SCG MSSB ANITA BTE MOHD DIN 83009135
SCG MSSB NORAZLZAH BTE AHMAT 83009138
SCG MSSB NORAISAH ALIAS 83009139
SCG MSSB RUBIAH BINTI OSMAN 83009144
65
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SITI AISHAH BTE MOHAMED ARIFF 83009146
SCG MSSB SITI AMINAH B MAHAT 83009559
SCG MSSB JASPIN A/P SILUVAI 83009587
SCG MSSB NOOR ZAILAH BTE MD DERIS 83009648
SCG MSSB ROSHIDA BTE SHAMSUDIN 83009689
SCG MSSB CICELIA ANTHONY A/P IRUDAYASAMY 83009732
SCG MSSB ROZILA BTE OMAR 83009762
SCG MSSB NOR ZALINA BT WAHAB 83009910
SCG MSSB PUSHPAVALLY A/P BALAKRISHNAN 83010024
SCG MSSB RUSLIN BINTI HJ BUJANG 83010108
SCG MSSB SITI ZAITUN BINTI HASSAN 83010375
SCG MSSB N VIJAYA A/P NARAYANASAMY 83010397
SCG MSSB NORASMAH MOHAMAD 83010514
SCG MSSB NORA BT MAAMOR 83010557
SCG MSSB LORA BT HARUN 83010789
SCG MSSB FAUZIAH BINTI MOHAMAD 83010800
SCG MSSB ROJUNAIDAH BT ROSLI 83011001
SCG MSSB SITI BTE ALIAS 83011383
SCG MSSB MAZNUN BINTI HATHEE 83011688
SCG MSSB ROSLEENDA BTE ABDULLAH 83011691
SCG MSSB SURIYANI BINTI SULAIMAN 83011921
SCG MSSB MARGUERITE A/P ANTHONY 83012008
SCG MSSB AZLINA BTI OTHMAN 83012208
SCG MSSB SITHALETCHUMY A/P BANGARU 83012219
SCG MSSB NORHIZAMMIMAH SINTI ABD. RAHMAN 83012256
SCG MSSB CEK RAM SINTI MANAP 83012278
SCG MSSB ROHANI BT ISMAIL 83012373
SCG MSSB NORLINDA BTE MOHAMAD NOR 83012439
SCG MSSB PARAMESVARL A/P NAGGAPPA 83012510
SCG MSSB ALIRA BINTI YAAKOP 83012519
SCG MSSB NOOR HAYATI BINTI YAHYA 53012557
SCG MSSB SEVANEESWARY A/P KANDIAH 81012590
SCG MSSB AIDAWATI BINTI MOHD JAAFAR 83012702
SCG MSSB SHARIPAH BT CKE SEMAN 83012762
SCG MSSB INDRAWATI BTE ANIS 83012789
SCG MSSB HASLIZA BTI ISMAIL 83012817
SCG MSSB SERIAH BINTI ITAM 83012824
SCG MSSB GUNASUNDARY A/P RAMASAMY 83012890
SCG MSSB MAZLINA BINTI MOHD JIN 83012919
SCG MSSB ROSZITA BTE MANAP 83012924
SCG MSSB ASMAH BTE AZIZ 83012930
SCG MSSB LAILA BT M. ABDUL MAJID 83013039
SCG MSSB DEVU A/P RAGAVANAIR 83013049
SCG MSSB KASMAH BINTI ISA 83013050
SCG MSSB MALAR A/P SELLUM 83013120
SCG MSSB JEYACILI DORAIRAJOO 83013277
66
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB RUSNIZA BT RUSLAN 83013291
SCG MSSB JAMALIAH JAAMAT 83013332
SCG MSSB NORMAH BTE SHARIFF 83013333
SCG MSSB ZAINUN BTE NAIM 83013360
SCG MSSB MALLIGA DEVI A/P MALACHAMY 83013361
SCG MSSB ZOUYAH BTE ARIFFIN 83013372
SCG MSSB JANAGI A/P SUNDORARAJU 83013435
SCG MSSB HASMAH BINTI HASHIM 83013462
SCG MSSB NORRELA BT SEDEK 83013479
SCG MSSB FAZILAH BINTI AN 83013567
SCG MSSB NORHANUM BINTI MOHAMMAD 83013855
SCG MSSB SAMSIAH BT ALI 83013907
SCG MSSB NOR ASHIKIN BINTI ISMAIL 83014038
SCG MSSB NORHAYATIHAZRIN BT KADRAY 83014070
SCG MSSB SERENA BT ISMAIL 83014160
SCG MSSB THANALETCHUMI A/P PARAMAL 83014279
SCG MSSB MAZINAH BINTI IBRAHIM 83014306
SCG MSSB SHARIFAH BT JALANI 83014494
SCG MSSB NOORITA BINTI ABDUL RAHMAN 83014495
SCG MSSB KALAIYARASI A/P GUNASENGARAN 83014544
SCG MSSB NORLILA BINTI MOHD YUSOF 83014549
SCG MSSB RATHA A/P PAJAPAN 83014551
SCG MSSB NOORMAH BTI HASHIM 83014731
SCG MSSB FATIMAH BINTI KUDDUS 83014836
SCG MSSB AHMAD BIN MAHMUD 83014879
SCG MSSB SIVAPAKIAVATHEE A/P RAJAGOPAL 83014901
SCG MSSB MOHD RAFEQ BIN MAHMUD 83014971
SCG MSSB SYAMSINA BTE SAMSUDIN 83014980
SCG MSSB MARIYAYEE A/P K RAMANIAL 83015090
SCG MSSB ZAITUN BINTI MOKHTAR 83015091
SCG MSSB NORHAFLZAH BTE MOHAMMAD NOOR 83015638
SCG MSSB NOR RIZAM BINTI YAZID 83015776
SCG MSSB MOHD HELMY BIN MANAN 83015972
SCG MSSB MOHD ZULKIFLI BIN MOHD YASIN 83016973
SCG MSSB NORIZAN BTE KAMARUDDIN 83016233
SCG MSSB NORAIN BINTI ITHNIN 83016422
SCG MSSB SAFIZAH BT SARIYAN 83016425
SCG MSSB NORHAIZAL BINTI KAMARUDIN 83016583
SCG MSSB SURIYATI BINTI KATOR 83016723
SCG MSSB MO SANI BIN MD ALI 83016728
SCG MSSB NURZALLZA BINTI RAZALI 83016758
SCG MSSB MOHD MIZAR BIN SULAIMAN 33016889
SCG MSSB BALASUBRAMANIAM A/L KARUMEGAM 83016892
SCG MSSB MUHAMAD GHARIB BIN DAHALAN 83016894
SCG MSSB KHAMASKAHRIL BIN GHAZALI 83016896
SCG MSSB VASANTA A/P MUNUSAMY 83016899
67
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB MOHD ZAIDI BIN YAAKOB 83016943
SCG MSSB BALKHIS SINTI JUHARI 83016945
SCG MSSB NORIZAH BINTI BARARUM 83017093
SCG MSSB SITI NORAZLINA BINTI ABDUL RAHMAN 83017097
SCG MSSB SARASWATHI A/P SUBRAMANIAM 83017143
SCG MSSB ANANTHI A/P KANDASAMY 53017161
SCG MSSB MOHD ZAMRI BIN MOHD NOOR 83017192
SCG MSSB AMIZAL BIN MUSTAFA 83017193
SCG MSSB HUZAIMAH BT AB RAHMAN 83017228
SCG MSSB SEELA AM PALANIANDY 83017283
SCG MSSB MARIAH BINTI AWALUDIN 83017294
SCG MSSB ROHANA BINTI KAMARUDIN 83017301
SCG MSSB AEMIE SALIZA BINTI ROSDI 83017302
SCG MSSB MOHD HANIFF BIN MOHD DIN 83017351
SCG MSSB SYAHARUDDIN BIN MOHD YUSOF 83017429
SCG MSSB KASNAH BT PAIMIN 83017433
SCG MSSB SHAMSURI KHAMIS 83017444
SCG MSSB ISMALIZA BINTI MUSTAPA 83017449
SCG MSSB JULIANA BINTI MOHAMED SALI 83017515
SCG MSSB MAKANI BINTI MAT SAID 83017516
SCG MSSB ZAINAB BINTI ABDUL WAHID 83017551
SCG MSSB ZAINAB BINTI AYOB 83017577
SCG MSSB AZILLAH BTE MOHD JAMIL 83017653
SCG MSSB HAMIDAH BT MANSOR 83017654
SCG MSSB NOOR AZFA RTZAN BT SHAHARUDDIN 83017684
SCG MSSB MASROZILA BINTI MUSTAPHA 83017777
SCG MSSB SITI HAMIDAH BINTI ABD JAWAD 83017803
SCG MSSB SALMAH BT A.BAKAR 83017804
SCG MSSB ZARINA BINTI SAARI 83017824
SCG MSSB ERWATI HANUM BINTI IBRAHIM 83017864
SCG MSSB HAMIDAH SINTI AHMAD 83017867
SCG MSSB NORAINOR BINTI HARLIN 83017868
SCG MSSB MUSTADZA BIN MUSTAFA KAMAL 83017938
SCG MSSB MDRAZI SINABDULLAH 83017942
SCG MSSB ARNA BT SHAFRIL 83017943
SCG MSSB MANIMALA A/P GUNASEKARAN 83017969
SCG MSSB THANASEELAN A/L SUBRAMIANIAM 83018004
SCG MSSB ROHAYU BINTI KASIMON 83018010
SCG MSSB MANIMEGALAI A/P ELANGOUN 83018025
SCG MSSB AZIZUL BIN ABU TAHARIM 83018043
SCG MSSB SULIANI BINTI SULONG 83018055
SCG MSSB MAHANA BINTI HUSAIN 83018098
SCG MSSB ROHANI BINTI HUSIN 83018106
SCG MSSB MASITAH BINTI MANAF 83018110
SCG MSSB ASMAWATI BINTI MOHD ADNAN 83018138
SCG MSSB RIDAYU BINTI IDRIS 83018167
68
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NOREHAN BINTI AN 83018271
SCG MSSB NOOR AIDARINA BINTI DAUT 83018365
SCG MSSB NIRMALA A/P THANGIAH 83018371
SCG MSSB ZARARANI BINTI SHAIR 83018383
SCG MSSB ZARINAH BINTI SARNI 83018390
SCG MSSB ROSLIZAWATI BINTI SHARIF 83018391
SCG MSSB ASMAH BINTI ALIAS 83018428
SCG MSSB NOR AZLINA BINTI ZAINUDIN 83018430
SCG MSSB RAFIDAH BINTI MOHAMAD SALLEH 83018433
SCG MSSB NORIZAH BINTI MOHO NOOR 83018434
SCG MSSB SHARIFAH NORLIN BINTI KAMARUDDIN 83018459
SCG MSSB KAMISAH BINTI AHMAD 83018483
SCG MSSB NOR NAZURA BINTI MUSTAPHA 83018485
SCG MSSB SITI AZAR BINTI ABDUL RASHID 83018489
SCG MSSB SITI AISHAH BINTI MOHD SHAH 83018495
SCG MSSB FAUZIAH BINTI TAHIR 83018505
SCG MSSB NOR AZLAINI BINTI SAMSUDIN 83018506
SCG MSSB NORAZNI BINTI ABD AZIZ 83018508
SCG MSSB ROSELINA BINTI ABDUL WAHAB 83018514
SCG MSSB NOR AINI BINTI DOLAH 83018541
SCG MSSB GAN POI CHEN 83018545
SCG MSSB HANISAH BINTI ABIDIN 83018546
SCG MSSB MASZUINDA BINTI MAZLAN 83018550
SCG MSSB NORZAWAH BINTI ABDUL HAMID 83018584
SCG MSSB FATIMAH BINTI BAHAR 83018594
SCG MSSB JULIAH BINT RAHIM 83018604
SCG MSSB MASLINDAWATI BINTI OTHMAN 83018605
SCG MSSB ROBIAH SINTI ALIAS 83018624
SCG MSSB INDRADEVI A/P SUBRAMANIAM 83018638
SCG MSSB RUZIAH BINTI SETAPA 83018639
SCG MSSB SHARIFAH BTE SHARIFF 33018640
SCG MSSB HARLINA BINTI IBRAHIM 83018642
SCG MSSB KAMARIAH BINTI ALIM 83018643
SCG MSSB ZALEHA BINTI ABDUL MANAF 83018646
SCG MSSB NORHAZAWATI BINTI MD ZIN 83018667
SCG MSSB NORSAM BINTI JALIL 83018668
SCG MSSB ROZIAH BINTI MOHD YUSOP 83018670
SCG MSSB SALWYAH BINTI AHMAD 83018673
SCG MSSB SITI NORIZAL BINTI JUSOH 83018674
SCG MSSB SURIA BINTI MOHD IDRIS 83018675
SCG MSSB ZARINA BT NAPIAH 83018677
SCG MSSB HAMIDAH BINTI ISMAIL 83018685
SCG MSSB NOORAHIMAH BINTI MOHD RAHIM 83018687
SCG MSSB NORAINI BINTI HASAN 83018689
SCG MSSB NORHABIBAH BINTI OSMAN 83018690
SCG MSSB SUHAILI BINTI SHAFFAI 83018694
69
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORASHIKIN BT ZAINUDDIN 83018701
SCG MSSB ZAMMIZAH BINTI KHAMAR D MIR 83015703
SCG MSSB ROSHASLINA BINTI MAAROF 83018710
SCG MSSB NORLIDA BINTI BAHARIN 83018754
SCG MSSB FATIMAH SULAIMAN 83000527
SCG MSSB SALMAH LUANG 83000709
SCG MSSB NOOR AZIAH ABDUL RAHMAN 83000826
SCG MSSB NORIZAH BT LUANGG 83001066
SCG MSSB SITI DERUS 83001171
SCG MSSB CHAN LEE LIAN 83001548
SCG MSSB HAMIDAH ABD RAHMAN 83001722
SCG MSSB SERJEET KAUR 83001825
SCG MSSB RAWIYAH IBRAHIM 83002052
SCG MSSB HAMINAH OTHMAN 83002251
SCG MSSB JESELIA PITCHAI PILLAI 83002280
SCG MSSB MAZINAH BT AB MAJID 83002287
SCG MSSB SAENON AMIN 83002524
SCG MSSB YUSIAH BTE MD YUNUS 83002851
SCG MSSB NORAINI ZAINAL 83003085
SCG MSSB ANTONITTE LOPEZ 83003133
SCG MSSB THENMOLLY A/P NALLIAH 83003246
SCG MSSB SUNDARI A/P MARUMUTHOO 83003333
SCG MSSB KALSOM NORDIN 83003435
SCG MSSB RAMLAH NASIR 83003462
SCG MSSB DURSIAH ABD RAHMAN 83003569
SCG MSSB ZAITON MOHD NOOR 83003618
SCG MSSB PARWATHY NADESAN 83003767
SCG MSSB NORMALA OMBONG 83003838
SCG MSSB NAGAKANNI MUNISAMY 83003839
SCG MSSB MAHALETCHUMY A/P VELOOSAMY 83008360
SCG MSSB SAMSIAH KASBIN 83004026
SCG MSSB SITI ROZIAH KAJI 83004302
SCG MSSB SHAMSHIDA ABD JAMAL 83004384
SCG MSSB MENACHY P V KRISHNAN 83004571
SCG MSSB RAFINGAH SAID 83004844
SCG MSSB ARBI ABU SAMAH 83004852
SCG MSSB ROSNAH OTHMAN 83004948
SCG MSSB HASNAH BASAR 83005102
SCG MSSB SURIAH MOHD ARSHAD 83005242
SCG MSSB NORRIZA BTE HARUN 83005575
SCG MSSB RASIAH IBRAHIM 83005641
SCG MSSB ROZITA HABIZAR 83005696
SCG MSSB FAUZIAH MOHD PILUS 83005851
SCGS MSSB SITI FAUZIYAH BT KARIMON 83005957
SCG MSSB NAFSIAH BT SAHAT @ SAHAK 83006043
SCG MSSB NORLIZA ANUAR 83006061
70
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORHASIMAH ABDUL LATIF 83006094
SCG MSSB FATIMAH BT BARDAN 83006153
SCG MSSB MERY D/O SHETTY 83006259
SCG MSSB CECILIA SAURIMUTHU 83006552
SCG MSSB NORISSAM BT HASSAN 83006676
SCG MSSB PAUZIAH BT DOLLAH 83006704
SCG MSSB RODIAH BT JAAFAR 83006709
SCG MSSB NAFSIAH BTE MANAF 83006886
SCG MSSB NORZALIKA BTE MOHD 83006889
SCG MSSB SITI AISHAH AKUP 83006995
SCG MSSB CHIN NYOKE MOY 83007026
SCG MSSB SALMIAH BT MATT YUSEPH 83007036
SCG MSSB NILA A/P SOMASUNDARAM 83007192
SCG MSSB NOOR HAYATI BT ABDUL TALIB 83007241
SCG MSSB SELMAH BT HASAN 83007262
SCG MSSB JAYA D/O GOVINTHASAMY 83007338
SCG MSSB NORFIZAH BT MOHD AYOB 83007434
SCG MSSB ZAIMAH BT ABDULLAH ZAIAD 83007812
SCG MSSB FARIDAH SALIM 83007829
SCG MSSB NORHATIMAH BINTI SULAIMAN 83007870
SCG MSSB ASGARI BINTI MAHBOB 83008003
SCG MSSB MAZWIN BTE A RANI 83008014
SCG MSSB VIJAYA KUMARI A/P KRISHNAN 83008208
SCG MSSB MANIMALA A/P MOTTAYAN 83008251
SCG MSSB RITA A/P PETER 83008347
SCG MSSB SITI RAHAYU BT ABD RAHMAN 83008379
SCG MSSB SHARIFAH RADZIAH BTE MAJID 83008484
SCG MSSB NOORZAHATOLAKMAR BT BAMARUDDIN 83008494
SCG MSSB NORULAINI BINTI SAID 83008516
SCG MSSB AZNANI ABDUL RAHMAN 83008544
SCG MSSB MAHERAN BINTI MUSTAPHA 83008551
SCG MSSB RAZAIMY MOHD YUNUS 83008571
SCG MSSB MASRAH BT SULAIMAN 83008599
SCG MSSB THANALETCHUWY KANNAN 83008659
SCG MSSB NADZARIAH BT MUSA 83008683
SCG MSSB HAIYATHI BINTI MOHAMAD @ MAT SOM 83008689
SCG MSSB SUZANA BTE HASHIM 83008808
SCG MSSB SITI ROSNANI BT MD ALI 83008811
SCG MSSB MALIGAH A/P RAJAGOPAL 83008817
SCG MSSB JAMIAH BT MALEK 83008826
SCG MSSB ROZIKA BT RAHIDIN 83008915
SCG MSSB SUHAYA BT RAHIDIN 83008916
SCG MSSB MAZLINA BTE SUHAIMI 83008924
SCG MSSB HAYATI BTE ESHAK 83008936
SCG MSSB ARBAIAH NONIN 83008948
SCG MSSB NOR AISHAH HASHIM 83009004
71
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORASIAH BIDIN 83009005
SCG MSSB ZARINA BTE ABDULLAH 83009016
SCG MSSB HAZNIZAM BTE NORDIN 83009019
SCG MSSB SHAMSIDAR NOOR BINTI ARIFFIN 83009022
SCG MSSB ALIZA BTE KAMALUDIN 83009027
SCG MSSB AZLINDA BTE SULAIMAN 83009030
SCG MSSB SITI AISAH MOHD YUSOP 83009043
SCG MSSB ZALINA BTE MADI 83009053
SCG MSSB HABIBAH BTE ABU BAKAR 83009068
SCG MSSB ZAKIAH BTE OSMAN 83009075
SCG MSSB ROZITA BT BUSU 83009083
SCG MSSB THAVAMANI A/P RAMASAMY 83009091
SCG MSSB SARIDAH BTE YUNUS 83009092
SCG MSSB SURIYANI BTE OMAR 83009100
SCG MSSB RAFEAH BTE MAD DORA 83009117
SCG MSSB SARINA BTE MOHD YUSSOF 83009260
SCG MSSB NORHAYATI BT ZAKARIA 83009319
SCG MSSB SALMIAH BT ISMAIL 83009518
SCG MSSB NOR AZIZAH BTE ISMAIL 83009529
SCG MSSB KALAIVANY A/P RETNAM 83009627
SCG MSSB ZALINA BTE ABU BAKAR 83009771
SCG MSSB FATIMAH BINTI ISMAIL 83009961
SCG MSSB NOR AISHAH BTE ABU BAKAR 83010020
SCG MSSB RAMZILAH BINTI ABDULLAH 83010051
SCG MSSB NORLIZAH BTE RAMLI 83010056
SCG MSSB NORAZAH BTE AZIZ 83010064
SCG MSSB ROZIAH BTE ABD RAHIM 83010095
SCG MSSB KAMSIAH BINTI SAMAD 83010197
SCG MSSB BATHMAVATHY A/P RAJAGOPAL 83010199
SCG MSSB MAWAR BINTI MUSA 83010220
SCG MSSB SAMSILA BT MUHAMAD GURBAH 83010238
SCG MSSB SALBIAH BT AHMAD 83010254
SCG MSSB RAMAYEE A/P RENGASAMY 83010266
SCG MSSB AZURIAH BTE AHTAN 83010271
SCG MSSB SALSIAH BTE ABDUL WAHAB 83010278
SCG MSSB ZANARIAH BINTI MOHD ZAHIDI 83010321
SCG MSSB AINI KASSIM 83010413
SCG MSSB MATHAVI BALAKRISHNAN 83010449
SCG MSSB HASLIZA BTI HASHIM 83010750
SCG MSSB JULIANA BINTI SHAMSUDIN 83010764
SCG MSSB RUSMIZAH BTI MOHD YUSOF 83010772
SCG MSSB AZINA BINTI ABDUL RAHMAN 83010829
SCG MSSB SITI ZABEDAH SHARIF 83010899
SCG MSSB MISKIAHNI BINTI SUMADI 83010901
SCG MSSB SITI ZAHRAH BTE SABTU 83010918
SCG MSSB SUSILA A/P RAMAN 83010936
72
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB YUSNITA BTE MOHAMAD YUSOF 83010939
SCG MSSB AZURAH HANIM BT HUSSIN 83010943
SCG MSSB SITI HAFIDAH BT MA'SOD 83010974
SCG MSSB PARIMALA A/P GOPAL 83010976
SCG MSSB NORHASIMAH BTE BEJO 83011014
SCG MSSB SITI AWA BTE OMAR 83011042
SCG MSSB NORASHIKMA BTE ABDUL WAHAB 83011065
SCG MSSB ZURAIDAH BINTI MOHAMMAD NOR 83011227
SCG MSSB MAGESWARI A/P SUBRAMANIAM 83011410
SCG MSSB JAYANTHI A/P SUBRAMANIAM 83011411
SCG MSSB SAKTHI A/P MUNIANDY. 83011430
SCG MSSB RAVATHY A/P PERUMAL 83011667
SCG MSSB RAJA NOR AKMAR BTE RAJA AZMAN 83011690
SCG MSSB MAIMUNAH BT MAHMUD 83011746
SCG MSSB ISWARI A/P VADIAPPAN RAMAN 83011782
SCG MSSB PUNITHAM A/P SAMY 83011850
SCG MSSB IDA WA i'I BINTI ABD RAHMAN 83011930
SCG MSSB ZOHAROH BT MUSTAFFA 83012011
SCG MSSB ZABANIAH BTE RAIH 83012175
SCG MSSB NORHAYATI BTI MUHAMAD 83012177
SCG MSSB NORZALENA BTE IBRAHIM 83012200
SCG MSSB MARLIZA BINTI AZIZ 83012286
SCG MSSB NOOR ASIKIN BT ABDUL KARIM 83012359
SCG MSSB AZLINA BINTI ALIAS 83012684
SCG MSSB NORLAILA BINTI MOHD ALI 83012731
SCG MSSB NORAZLIN BINTI ABD. AZIZ 83012821
SCG MSSB ZAINON BINTI JAAL 83012964
SCG MSSB JANAKI A/P M. KUNJOO 83012974
SCG MSSB SAFIAH BEGAM BINTI ABADAN 83014444
SCG MSSB MUHAMAD SOFIAN BIN ABAS 83014843
SCG MSSB ROZITA BTI SAMSAWAL KAMAR 83015057
SCG MSSB SAINI BINTI ALI 83015642
SCG MSSB SHARIFAH BT BIDIN 83016440
SCG MSSB AZIAN BINTI AB AZIZ 83016514
SCG MSSB ROSMAH BINTI MAJID 83017993
SCG MSSB SITI ZAINURIDA BINTI OTHMAN 83018028
SCG MSSB FARIDAH BINTI HUSSIN 83018029
SCG MSSB AZIYANITA BINTI BUJANG 83018170
SCG MSSB MOHD NORAIMIN BIN MOHD YUNUS 83018199
SCG MSSB NORAZLIN BINTI YAAKOP 83018203
SCG MSSB ROHAIZA BINTI MOHD HALIMI 83018204
SCG MSSB ROHANI BINTI NASI ABDULLAH 83018298
SCG MSSB NORZALIZA BT GHAZALI 83018320
SCG MSSB MARLINA BINTI SUMADI 83018500
SCG MSSB SITl RAHIMAH BINTI SALLEH 83018626
SCG MSSB THANAPAACKIAM A/P MANIAM 83018635
73
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORLIZA BINTI HAMZAH 83018715
SCG MSSB AFIZALIANI BINTI HAMID 83018736
SCG MSSB DARMAWATI BINTI HJ BAHARUDIN 83018740
SCG MSSB SANTHY A/P SAMBASIVAM 83018782
SCG MSSB ROKIAH OSMAN 83000559
SCG MSSB DANALETCHUMI SINNIAH 83002000
SCG MSSB SITI SALWAH AWALUDIN 83002133
SCG MSSB POONGOTHAI VELAYUTHAM 83002165
SCG MSSB AMUTHEVALLI A/P PERIATAMBY 83002313
SCG MSSB NORHAYATI BADOR 83002529
SCG MSSB SALMI KARNAIN 83002553
SCG MSSB SAEDAH BTE MAAMOR 83002760
SCG MSSB SALMIAH OTHMAN 83002838
SCG MSSB FADFZILA AHMAD 83003004
SCG MSSB AZAMI BUJANG 83003685
SCG MSSB ROZIAH HAMZAH 83004015
SCG MSSB PARAMESWARI SUBRAMANIAM 83004108
SCG MSSB ZAHIYAH BT MD YUNUS 83004193
SCG MSSB ROZANA JAAFAR 83004252
SCG MSSB SLUMANY MARIASOOSAI 83004974
SCG MSSB FARIDAH RAHIM 83005149
SCG MSSB ROHIJAH MOHD YASSIN 83005249
SCG MSSB MADAHTHIE A/P THUNGAVELU 83006142
SCG MSSB FARIDAH MUSTAFA 83006208
SCG MSSB ROSNAH BT MOHD YASSIN 83006246
SCG MSSB THAVAMANY D/O NADARAJAH 83006260
SCG MSSB ANNAMAH A/P RAYAPPAN 83006522
SCG MSSB HANITA BT SURAJIMAN 83006559
SCG MSSB BEDAH BT JAMIN 83006563
SCG MSSB NORSHIMAH BT TALIB 83006729
SCG MSSB FARIDAH BT SHAMSUDIN 83006731
SCG MSSB MARIA RAYAPPEN 83007148
SCG MSSB ZAINAH BT ILLIAS 83007466
SCG MSSB NOR HALIZAH JAMALUDIN 83007639
SCG MSSB FATIMAH BTE IBRAHIM 83007640
SCG MSSB ARFIDAH BT MD SEROLEL 83007965
SCG MSSB NORAZIZAH BINTI ABDJALIL 83007969
SCG MSSB FATIMAH BT MOHD DIAH 83008028
SCG MSSB SITI MAZURA BT ABDULLAH 83008086
SCG MSSB NOOR SHAM BT YAACOB 83008188
SCG MSSB SITI HAIDAH BINTI MISBAH 83008264
SCG MSSB NORAZILAH BT ISMAIL 83008267
SCG MSSB PUZIAH BTE MANAF 83008868
SCG MSSB ZARINA BT ZARHAN 83009572
SCG MSSB ZARIFAH BTE MAHMUD 83009612
SCG MSSB RUZITAH BTE HASHIM 83009613
74
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SURAYA BTE SHAMSUDIN 83009766
SCG MSSB NORAZAR BTE SULAIMAN 83009808
SCG MSSB NORHASNIDA BT ISMAIL MOHTAR 83009824
SCG MSSB SUHAILA NOR BT ZAINAL ABIDIN 83009991
SCG MSSB AZIDA BT MOHD SHAH 83010084
SCG MSSB MARIAH BT ISMAIL 83010102
SCG MSSB AMNAH BTE SAAD 83010468
SCG MSSB SURIANI BTE AHMAD @ HARUN 83010490
SCG MSSB NOR HASHIMAH BT JAAFAR 83011084
SCG MSSB KHATIJAH BT SHARIF 83011235
SCG MSSB NORSITA BTE AHMAD 83011482
SCG MSSB KAMSIAH BTE BACHIB 83011622
SCG MSSB MALIKA A/P KANIAPPAN 83011712
SCG MSSB MAHSURI BTE MD ALI 83011853
SCG MSSB ROSMAWATI MANAF 83011856
SCG MSSB SIVAKUMAIR A/L ARUMUGAM 83015096
SCG MSSB NOOR ISHAR BIN ISTHNIN 83016073
SCG MSSB VALLIAMAH A/P APALANAIDU 83016865
SCG MSSB CATHERINE ANNA A/P IRITHEASAMY 83017009
SCG MSSB MOHD SHAHARIZAL BIN SALWI 83017092
SCG MSSB MASLIZA BINTI ROSLEE 83017198
SCG MSSB SITI RAHMAH BINTI HAMID 83017633
SCG MSSB MAIZURAH BINTI LAJIS 83018734
SCG MSSB SKARIFAH ZAINAH BINTI SYED ALI 83018752
SCG MSSB VIMALAH A/P MUTHU 83018761
SCG MSSB AZLIANA BINTI AHMAD 83018780
SCG MSSB MALA A/P THAMIL SELVAM 83018808
SCG MSSB ZABIDAH MD BAKI 83002746
SCG MSSB LATIPAH ABD KADIR 83004716
SCG MSSB BADRIAH ABU SAMAH 83007267
SCG MSSB KARTHIGA A/P RALATHI @ KANNIASEELAN 83006359
SCG MSSB MARIAMAH A/P SINNAPPAN 83008669
SCG MSSB ZAINATOL AKMAR BTE ABU SAMAH 83011485
SCG MSSB FADZILAH BINTI ABDULLAH 83012287
SCG MSSB MAINI BTE ALWI 83012325
SCG MSSB MOHAMAD RAZI BIN A.HADI 83016868
SCG MSSB CHONG LEONG KOK 83000052
SCG MSSB SULAIMAN BIN HJ MOHAMMAD 83001196
SCG MSSB MOHAMAD ZAINUIDIN B MOHD RADZI 83005802
SCG MSSB MOHD NOOR B UBAIDULLAH 83006073
SCG MSSB THE KENG YONG 83006304
SCG MSSB BALAKRISHNAN A/L MUTHUSAMY 83006371
SCG MSSB HO FOOK WAH 83007158
SCG MSSB KHOLIL HJ OSMAN 83007390
SCG MSSB CHENG LEONG WAH 83008436
SCG MSSB PANG CHIM CHIONG 83008437
75
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB HOO CHEE SIONG 83008438
SCG MSSB THAM FOOK LIN 83008439
SCG MSSB MOHD IBRAHIM KHAN B AMANULLA KHAN 83008441
SCG MSSB WONG CHOW MENG 83008442
SCG MSSB LAI CHEE KOW 83011350
SCG MSSB RAMLI NATHAN BIN MOHD NOR 83013105
SCG MSSB PHANG THIAN FATT 83013309
SCG MSSB THENARASU S/O ERUSAN 83016189
SCG MSSB P GIVANATHAN 83000030
SCG MSSB SHARIAH ABD MALIK 83004097
SCG MSSB NIK UZAINI BT NIK HUSSAIN 83008468
SCG MSSB DZULOARNAIN BIN AWANG MOKHTAR 83012566
SCG MSSB ELVIS NG 83017051
SCG MSSB AZHAR BIN ABDUL AZIZ 83000016
SCG MSSB JIWA S/O SINATHAMBY 83000029
SCG MSSB HO WEI FONG 83002111
SCG MSSB STELLA FERNANDEZ 83003403
SCG MSSB SUKUMAR ALL THERUVENGADAM 83008432
SCG MSSB PANIZAN BT ABD JALIL 83008602
SCG MSSB N MAGESWARI A/P NALATAMBI 83008753
SCG MSSB TAN AL SUAN 83009130
SCG MSSB NIK AHMAD KAMAL BIN YACOB 83009448
SCG MSSB HABIBAH BT IDRIS 83010002
SCG MSSB SARASWATHY A/P PALANIVELU 83011283
SCG MSSB AHMAD TAUFIQ BIN ABD JALIL SAFWAN 83013281
SCG MSSB KHAIRUL NIZDA BINTI ONN 83015115
SCG MSSB MOHD KAMALDIN BIN NORDIN 83015400
SCG MSSB RAFIDAH BT RAZALY 83015482
SCG MSSB HELMI EDA BINTI MAHMOOD 83015769
SCG MSSB WU SIN YEE 83015970
SCG MSSB VELLAYAMAH A/P SINNAPPAN 83016973
SCG MSSB RAJA KUMAR A/L PONNAN 83017218
SCG MSSB ROSE INTAN MARIA BTE ABDUL MAJID 83017602
SCG MSSB ZUNAIDA BINTI ZAKARIA 83017725
SCG MSSB SITI ROHANI SINTI MD. YUSOF 83018122
SCG MSSB BUNBE KAUR A/P BACHAN SINGH 83037572
SCG MSSB LIEW SEET CHAN 83000436
SCG MSSB SANTHIRAGASEN A/L SENGARAM PILLAY 83000750
SCG MSSB CHEW CHEE HIONG 83006131
SCG MSSB LIM TIEM CHAI 83006170
SCG MSSB NG KUAN POH 83009197
SCG MSSB PUAY KIM YU 83007527
SCG MSSB LEE SWEE POH 83011861
SCG MSSB VIJAYA NAIDU A/L LETCHUMANIAN 83014435
SCG MSSB LIM TECK TING 83015818
SCG MSSB NIK MOHAMMAD FUAD BIN NIK HASSAN 83016902
76
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB TENGKU IZAN BINTI TENGKU KAMARULZAMAN 83016905
SCG MSSB TENGKU HAZNIN BINTI TENGKU ABD HAMID 83017571
SCG MSSB TANG WAI LOONG 83018395
SCG MSSB GIRMEED SINGH S/O SORJAN SINGH 83000018
SCG MSSB JARAM SO PALANISAMY 83001778
SCG MSSB ZIANON BT AHMAD 83001937
SCG MSSB ABDUL RAHMAN B SHARIF 83004031
SCG MSSB RAMALAN BIN MANSOR 83004311
SCG MSSB ZALEHA BTE MD NOOR 83005450
SCG MSSB CHRISTINA DIANA MONA MAIYON RASBY 83006806
SCG MSSB MOHD ROSLI B MOHD SAID 83007555
SCG MSSB N INDRARANI A/P NADARAJAH 83007691
SCG MSSB ZABIR BIN KHALID 83008018
SCG MSSB MASURAH BINTI MD NASIR 83008173
SCG MSSB HAMIDAH BTE TAHARIN 83008530
SCG MSSB MOHAMMAD BIN YASIN 83008650
SCG MSSB LIM BENG MOCK 83008849
SCG MSSB ROZNI MORAMAD SIRUN 83010138
SCG MSSB HANDI A/L PALANI 83011895
SCG MSSB MOHD TAHIR BIN UJANG 83013220
SCG MSSB RANJEET SINGH SIO TEJA SINGH 83013222
SCG MSSB S.RAJALINGAM A/L SS RAJAN 83013223
SCG MSSB ISMAIL BIN MOHAMAD 83013224
SCG MSSB ZAINAL ABIDIN SIN ABU BAKAR 83013225
SCG MSSB AZMAN BIN ALIAS 83013307
SCG MSSB ANDREW A/L JOSEPH 83014284
SCG MSSB MOHAMAD ARSHAD B ABADAN 83015575
SCG MSSB SHAZALIZAN BIN ALIAS 83016362
SCG MSSB ABU BAKAR BIN ZAHAN 83017973
SCG MSSB RAMLAH BT DIN 83000265
SCG MSSB NAGESUVARARASOO 83001828
SCG MSSB RAZIAH BT MAAROF 83001835
SCG MSSB JAMALUDIN BIN MANSOR 83001836
SCG MSSB ZURAIDAH BINTI MANSOR 83003267
SCG MSSB SITI AISHAH MOHD YUSOF 83005105
SCG MSSB MHD YAAKOB SIN YAHYA 83005258
SCG MSSB YAU HOO YONG 83006275
SCG MSSB MOHD NOOR B ZAINALABIDIN 83008433
SCG MSSB MARIANA CHATIRAM A/P SEBASTIAN 83010806
SCG MSSB ABDUL MAJID BIN OTHMAN 83010909
SCG MSSB AHMAD BIN HASSAN 83011553
SCG MSSB AHMAD KARAMI BIN LEBAI YUNUS 83011989
SCG MSSB M SUHAIMI BIN TUPON 83012386
SCG MSSB VALLI A/P NARAYANAN 83013010
SCG MSSB ABDUL MUTALIB SIN HASHIM 83013351
SCG MSSB ZURAINI SIN SUPIAN 83015578
77
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB JAMALLUDIN BIN ABDUL MAJID 83000048
SCG MSSB JOHAIMI LING BIN ABDULLAH 83000830
SCG MSSB MOHAMMAD NIZAR B AHMAD 83001717
SCG MSSB MUNAWIL B HJ ISMAIL 83002070
SCG MSSB SARIMAH SEKAK 83006236
SCG MSSB MARYANI BTE OTHMAN 83008397
SCG MSSB ABD RAHIM BIN SIMIN 83001790
SCG MSSB KHIRUL AZAM B BAKARUDDIN 83009228
SCG MSSB LIM SEE YONG 83011892
SCG MSSB KENNETH ANNTHONY PEREIRA 83014561
SCG MSSB LEE BIN SUNG 83000179
SCG MSSB PALAVENTHRAM S/O RAYAPPAN 83000941
SCG MSSB PHOA CHIA WEI 83005832
SCG MSSB YOW SAW HUA 83008055
SCG MSSB LIM CHOO SEONG 83015947
SCG MSSB WONG HONG 83000809
SCG MSSB ABU SAMAH B SHARIF 83001772
SCG MSSB FOZITA BT AHMAD 83001826
SCG MSSB NIK NOOR DAHANI BT NIK HASSAN 83003121
SCG MSSB RAVICHANDRAN A/L SUBBIAH 83005934
SCG MSSB ZURAIDIN BIN MANSOR 83006631
SCG MSSB MOHD ANUAR SHAMSUDIN 83007175
SCG MSSB LIEW LEONG HIN 83007417
SOG MSSB LOO HOCK BOON 83003026
SCG MSSB WONG KOK CHOY 83008639
SCG MSSB TAN CHONG UN 83008697
SCG MSSB TAN HOU BOON 83009204
SCG MSSB K.D MADHUSUDHAN A/L VALLAT 83009315
SCG MSSB MOHABATTUL ZAMAN BIN SNS BUKHARI 83012387
SCG MSSB CHEW CHEE CHUAN 83013311
SCG MSSB HEONG CHEE MENG 83013508
SCG MSSB LIM BOON HUAT 83015399
SCG MSSB SAAT SHUKRI BIN EMBONG 83015927
SCG MSSB KENNETH LOW TEIK KHEONG 83015929
SCG MSSB KEVIN KAN KUAN MING 83016226
SCG MSSB TAN AIK CHONG 83016232
SCG MSSB GHAZALI BIN OMAR 83017669
SCG MSSB VENANTIUS KUMAR A/L SEVAMALAI 83017758
SCG MSSB WAN ZAWIAH BINTI WAN ZIN @ WAN IBRAHIM 83017759
SCG MSSB LOW HONG YEE 83018813
SCG MSSB TAN SHAN CHONG 83018817
SCG MSSB KWEK KENG YONG 82002108
SCG MSSB SUKUMARAN S/O PALANIEAPPAN 83002664
SCG MSSB KUMAROVILOO S/O LETCHUMANAN 83005933
SCG MSSB LOH CHOO MEI 83006133
SCG MSSB MOHD HASHIM B ABDUL RAHMAN 83007085
78
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB PARAMJIT KUMAR DEVASER 83009153
SCG MSSB TEO TECK SOON 83009196
SCG MSSB AZHAR ABDUL HAMID 83009245
SCG MSSB SIAY SAY FEI 83017155
SCG MSSB LIM KOK AUN 83006115
SOG MSSB MAHANUM BTE BULIN 83009148
SCG MSSB ARTHUR NOLAND PINTO JOSEPH PINTO 83012480
SCIS MSSB NOOR MARLIZA BINTI ISHAK 83015111
SCG MSSB RAMESH A/L V SUBRAMANIAM 83015478
SCG MSSB RAJASWARY D/O N KANAPATHY 83000089
SCG MSSB K VEERAPPAN 83000220
SCG MSSB STEPHEN SAMNEL NALLATHAMBY 83001291
SCG MSSB WEE KET SOON 83003130
SCG MSSB RAJASEGARAN S/O RAJOO 83003784
SCG MSSB LIM BENG LIAN 83005821
SCG MSSB GAN LIM 83006130
SCG MSSB LEONG DLUONG NGAN 83006461
ScG MSSB SARIMAN BIN TASMIN 83011988
SCG MSSB TAN HUI MIENG 83009222
SCG MSSB LIM KUAN HAUR 83011516
SCG MSSB AHMAD TAUFEK BIN MD NOAH 83015053
SCG MSSB ABD GHAFAR BIN ABULLAH 83015054
SCG MSSB LIM CHEE CHIAN 83017396
SCG MSSB MOHD TAHIR B ABDULLAH 83003243
SCG MSSB KOH BING KHOON 83006229
SCG MSSB MOHD YUSOF B HJ ABD RAHMAN 83006308
SCG MSSB KAM MEI SANG 83015472
SCG MSSB RAMLAN BIN MOHD RAZALI 83017767
SCG MSSB PUTERI SAIDATUL ATRAS BT MGT HAMARI 83018824
SCG MSSB NURHAMIZA BINTI ABD HAMID 83018826
SCG MSSB SUHAIRIN BINTI MD RAMLY 83018827
SCG MSSB FAM HAN MOW 83010645
SCG MSSB LEE CHOR SIANG 83010646
SCG MSSB DIAH ISKANDAR BIN MOHAMAD JANI 83011512
SCG MSSB ABDUL HALIM BIN HJ ABDUL MANAF 83013054
SCG MSSB SUAH HOON PENG 83000026
SCG MSSB LOW WENG ONN 83000954
SCG MSSB RAJA HASNAN B RAJA IBRAHIM 83004984
SCG MSSB MOHD HANAFI BIN OTHMAN 83005545
SCG MSSB ROZALI BIN MUSTAFA 83006254
SCG MSSB NORLAILA BT HASHIM 83007467
SCG MSSB CHIN VOON KHEONG 83007642
SCG MSSB CRANDRALEGA A/P A BALAKRISHNAN 83008190
SCG MSSB TAN SWEE HOWE 83008469
SCG MSSB AZMAN BIN HAJI MOHAMED 83008714
SCG MSSB SIOW YUEN HING 83008928
79
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SARANJIT SINGH S/O SHAMSHER SINGH 83012083
SCG MSSB CHONG WEE KEONG 83012912
SCG MSSB LEE SENG SOON 83013163
SCG MSSB TAN SIEW HOCK 83013352
SCG MSSB SIM CHEE HONG 83013353
SCG MSSB AMINUDDIN BIN AB MAJID 83014340
SCG MSSB GOBAL A/L MARUTHAY 83014771
SCG MSSB YAP YEONG TSY 83015049
SCG MSSB ZULKIFLY B YUSUF 83015117
SCG MSSB CHUM CHON KIANG 83015192
kin. MSSB CHAN WAI KAT 83015633
SCG MSSB TAM JI HOW 83015808
SCG MSSB ANIQAH BINTI HASHIM 83015931
SCG MSSB FAIZAH BT MD YUSOF 83015932
ScG MSSB ARUMUGAM A/L RAMASAMY 83017201
SCG MSSB WONG YOKE MENG 83017203
SCG MSSB SOFIA BINTI SULAIMAN 83017309
SCG MSSB TEE TIONG GUAN 83017808
SCG MSSB OMAR BIN MANSOR 83002376
SCG MSSB JOHN DE SILVA 83003599
SCG MSSB JALALUDDIN B MOHAMAD 83006134
SCG MSSB LING KEH CHEONG 83009285
SCG. MSSB BIMAL RAJ A/L R PALACKANTHIRAN 83012478
SCG MSSB KUNALAN A/L HARI KRISHNAN 83013219
SCG MSSB CHIN SIEW HOO 83017153
SCG; MSSB JEGANATHAN S/O PERIASAMY 83006218
SCG MSSB BASRI BIN JAAFAR 83006493
SCG MSSB KARUNAKARAN S/O KRISHNAN 83006537
SCG MSSB CHELLAPPA S/O K.KALIMUTHU 83000607
SCG MSSB NG WEE CHEAN 83002321
SCG MSSB WONG HO CHING @ HING AH GU 83002791
SCG MSSB WAN KOK KIM 83002887
SCG MSSB ISHAK BIN ABD WAHID 83003146
SCG MSSB TEO ENG SIANG 83003650
SCG MSSB NOOR ADZMAN BIN ZAINUDDIN 83004400
SCG MSSB LAU KOK YANG 83009208
SCG MSSB MOHD SHARIF SIN KAMARUDIN 83009251
SCG MSSB RAJAMOGAN A/L SANKARAN 83009256
SCG MSSB MOHD FAIZAL BIN ABD RAZAK 83009268
SCG MSSB LIEO BOON FART 83011034
SCG MSSB MAHATHIR BIN MOHD HATTA 83013310
SCG MSSB NG BOON BEE 83013534
SCG MSSB RAZALLI BIN RAJAB 83015612
SCG MSSB LIM BOON FEI 83017011
SCG MSSB SUA GIN KWONG 83006104
SCG MSSB HAMDAN ISMAIL 83009150
80
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SIVALINGAM A/L RAMASAMY 83009451
SCG MSSB S.EASVARAN S/O SIVAPATHA SUNDRAM 83015480
SCG MSSB JASMAL KAUR A/P SAUDAGAR SINGH 83000161
SCG MSSB YAHAYA B MAJID 83003036
SCG MSSB ABDULLAH B OTHMAN 83003659
SCG MSSB SIVALINGAM A/L ARUMUGAM 83004412
SCG MSSB YIP KOK ONN 83006576
SCG MSSB HAMDAN BIN SALIHAN 83007408
SCG MSSB LIM TECK WEE 83011447
SCG MSSB NIK HUZAIMAN BIN NIK HASSAN 83011451
SCG MSSB SATIA SEELAN @ SURESH KUMAR 83011910
SCG MSSB LIM HOCK JEN 83012039
SCG MSSB WONG CHEIK TONG 83013107
SCG MSSB ADHAM BIN MOHD 83014190
SCG MSSB LAW SOON HOE 83014267
ScG MSSB ABD AZIZ B ABD MANAP 83014698
SCG MSSB AZLAN BIN AHMAD 83014700
SCG MSSB MOHD ZAKI BIN SUDIN 83014768
SCG MSSB R BALASAKARAN A/L RENGANATHAN 83015056
SCG MSSB SANDRASEKARAN A/L SUPPAIAH 83015120
SCG MSSB GANESH RAJA S/O PARAMASIVAM 83015193
SCG MSSB STANLEY SHEPHERDSON 83015195
SCG MSSB KEW FOOK YUIN 83015307
SCG MSSB ROSLAN BIN SEPARI 83015355
SCG MSSB OMAR BIN YAAKOB 83015736
SCG MSSB LEE POH TECK 83015820
SCG MSSB DUSHYAN S/O RATNASINGAM 83015821
SCG MSSB MOSES A/L CHELLAKANNU 83015824
SCG MSSB LEE YEU WEN 83015913
SCG MSSB HAIRUL AMRI BIN SAILAN 83016856
SCG MSSB MAD YASIR BIN MUSA 83017151
SCG MSSB LING HOW GIN 83017258
SCG MSSB MOHD ZAIDI BIN HAMDAN 83017326
SCG MSSB KHAIRUL NIZAM BIN ABAS 83017397
SCG MSSB TAMILSELVAM A/L RAMAN 83017995
SCG MSSB NORKHAMISZAN BIN SIDEK 83017996
SCG MSSB MOHD YUNOS BIN MD YASIN 83018078
SCG MSSB EZALEE BIN MOKHTAR 83018128
SCG MSSB MALIGA D/O GOVINDASAMY 83006483
SCG MSSB TAN CHONG HOCK 83010597
SCG MSSB WONG TECK ONN 83012834
SCG MSSB LOW KOK KEONG 83017154
SCG MSSB LOKMAN BIN A KUDUS 83017308
SCG MSSB ROSLI BIN JUSOH 83017772
SCG MSSB NAJIHAN BINTI YUSOFF @ ABDUL MANAF 83018316
SCG MSSB SEET TIANG CHAI 83018375
81
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB HASHIM BIN PUTEH 83004336
SCG MSSB CHANDRAN A/L THIRUMURTYS 83006226
SCG MSSB KHAW TEE HWONG 83006373
SCG MSSB FLORANCE DASS 83000906
SCG MSSB NG CHUAN KIAK 83002533
SCG MSSB NlK ZAINUIDDIN B NIK JAAFAR 83002944
SCG MSSB BALALZAM S/O MANICKAM 83003038
SCG MSSB THONG CHEE MING 83003242
SCG MSSB MUHAMMAD SAFWAN SORAP ABDULLAH 83006471
SCG MSSB WANG LIONG LIN 83006569
ScG MSSB LEE KIM CHEET 83010672
ScG MSSB RAJA ROZIAH BINTI RAHMAT 83011206
SCG MSSB MUTHUKMARAN S/O MACHAP 83015470
ScG MSSB KRISHNA KUTTY S/O BARATHAN 83015750
SCG MSSB CHITHRA DEVI 83000063
SCG MSSB HALINAH BTE HASSAN 83000186
SCG MSSB MOHD TARMIZI SONG BIN ABDULLAH 83000412
SCG MSSB NORISAH BT AB JALIL 83000475
SCG MSSB PUNITHA A/P SEMUPILAI 83001321
SCG MSSB JEGANTHERAN A/L ARIANAYAGAM 83003341
SCG MSSB GRATIAN PETER PEREIRA 83006071
SCG MSSB MUHAMMAD SHARIZAN BIN MUHAMMAD ISA 83008334
SCG MSSB PREMALATHA A/P RAMAN 83010329
SCG MSSB ROHISHAM BIN AHMAD 83015354
SCG MSSB SHUKOR BIN BAHARUDDIN 83005489
SCG MSSB YON SAN DER 83005748
SCG MSSB MAZLAN B MOHD YUSOF 83005939
SCG MSSB AZHAR BIN HJ JAMALUDDIN 83006309
SCG MSSB NADARAJAH S/O PURAVIYA PILLAY 83006365
SCG MSSB MUZAMIR BIN OMAR @ AHMAD 83006544
SCG MSSB MAWAR BT AB HAMID 83008408
SCG MSSB ZAITUN NABISAH 83008740
SCG MSSB THANABALAN A/L KATHAMUTHU 83009570
SCG MSSB SELLAMUTHU A/L RENGASAMY 83010728
SCG MSSB YOONG KOOI FAAT 83010732
SCG MSSB ANUAR B ABDULLAH 83011450
SCG MSSB KHAIRUL ADLEE BIN LOKMAN 83011462
SCG MSSB LIM KAM CHENG 83012826
SCG MSSB MUNIANDY RAMESH A/L KUPPAN 83012900
SCG MSSB ABDUL AZIZ BIN SAMSUDIN 83013444
SCG MSSB HON HEE KIN 83013554
SCG MSSB HAMSALEKSHMY A/P VINCENT 83014477
SCG MSSB KRISHANAN A/L NAGAN GOVINDASWAMY 83015186
SCG MSSB ZAKI BIN MAZLAN 83015514
SCG MSSB ASHRI BIN HJ MOHD DIAH 83015734
SCG MSSB EAGANATHAN A/L GOVINDAN 83015741
82
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB MOHD EHSAN BIN AHMAD 83015745
SCG MSSB OH TECK HING 83016349
SCG MSSB LEE KOK HUU 83016901
SCG MSSB GANDHI RAJAN A/L NALLIAH 83016970
SCG MSSB CHEOK TUAN KEAT 83017113
SCG MSSB SURESH KUMAR S/O SUBRAMANIAM 83017597
SCG MSSB LIM CHING WAI 83017708
SCG MSSB LAU SOON HIONG 83017760
SCG MSSB ZULKARNAIN BIN A HAMID 83018032
SCG MSSB AZMI BIN HASSAN 83018077
SCG MSSB LEE KOK HUA 83018111
SCG MSSB MUHAMMAD NAZIR BIN DZUL FAKAR 83018126
SCG MSSB SEE MENG KIAT 83018264
SCG MSSB ARMIZAD BIN MOHO NOH 83018346
SCG MSSB NORYAZED BIN AHMAD JUN 83018349
SCG MSSB ROZIAH BTE HARUN 83000459
SCG MSSB DAUD B TAIB 83002982
SCG MSSB DHANAPALAN S/O PERIATHAMBY 83003027
SCG MSSB IBRAHIM BIN HAJI MOTOK 83003131
SCG MSSB HARJIT SINGH GREWAL 83006379
SCG MSSB HAMSAN BIN MAT YUP 83006394
SCG MSSB FOO KHA CHOY 83008854
SCG MSSB KAMAL BIN SOIB @ MOHAMED 83009276
SCG MSSB SELVANATHAN S/O SELVAPPAN 83013002
SCG MSSB MUHAMMAD NAZRI BIN BAHARUDDIN 83013398
SCG MSSB N RAMAAISH A/L NAGALINGAM 83014427
SCG MSSB NORDIN BIN ABU 83014648
SCG MSSB AZAMAN BIN SHAMSUDIN 83015636
SCG MSSB CHIN BAU KEONG 83015686
SCG MSSB SELVARAJ A/L PALAKRISHNAN @ BALAKRISH 83015785
SCG MSSB RANGASAMY A/L NARAYANSAMY 83003392
SCG MSSB THAM MING FONG 83005097
SCG MSSB MOHD RAHIMI BIN GHAZALI 83007698
SCG MSSB WONG SWEE WAI 83008746
SCG MSSB MANIRAJAN RAMASAMY 83009209
SCG MSSB AZMAN BIN MOHD ISMAIL 83010616
SCG MSSB SONG YIK YOON 83012156
SCG MSSB ANG KAH SHEN 83013278
SCG MSSB SUHAIMI BIN LANI 83014767
SCG MSSB MUHAMAD FAIZAL BIN HASAN 83017307
SCG MSSB LIOW YOKE WOON 83018131
SCG MSSB KVEERAIAH A/L KARAPAYAH 83018410
SCG MSSB ABDUL RAHAMAN BIN PS MD SALEYAFF 83003037
SCG MSSB ROSLAN BIN MOHD YASIN 83004810
SCG MSSB PARAMESWARAN A/L THAPPAN NAIR 83005492
SCG MSSB ILANGO A/L SETHU 83006276
83
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB WONG SIOW KION 83007350
SCG MSSB MOHD AMRAN BIN AB RAZAK 83009840
SCG MSSB NORIZAM ANI 83010000
SCG MSSB AZIDA BT SAHAR 83010809
SCG MSSB SIVA KUMAR A/L PERUMAL 83013164
SCG MSSB ASOKAN A/L PALANIANDY 83014339
SCG MSSB MURALIDHARAN PILLAI A/L SUKUMARAN P 83014770
SCG MSSB TONG PEI FAN 83015475
SCG MSSB AZMI BIN HAZIN 83015788
SCG MSSB ZAIDI BIN MANSOR 83015816
SCG MSSB KANNAN A/L RAMAN 83017395
SCG MSSB TEO CHENG LIAN 83017526
SCG MSSB LEW KEE WAI 83017809
SCG MSSB VIYASAR A/L THIRUPATHY 83017812
SCG MSSB MAIROSE BIN OTHMAN 83018062
SCG MSSB SHUGUMAR A/L BALASUNDRAM 83007608
ScG MSSB SUHAIRI BIN MOHMAD 83017114
SCG MSSB AMIRUL BIN ABD RASHID 83018209
ScG MSSB NORHAIDA BINTI AHMAD 83006678
SCG MSSB MANIKKAM S/O RAMASAMY 83011981
SCG MSSB SAID ABDUL HALIM B HARON 83015515
SCG MSSB HASBY BIN MUSTAFA 83016878
SCG MSSB MUHAMMAD NAZLIM LIM BIN ABDULLAH 81003745
SCG MSSB MD ZAINAL BIN HUSSIN 81021212
SCG MSSB JUMINAH BT ATIN 83000040
SCG MSSB TEE KIM HAI 83000074
SCG MSSB NASFU BIN ABD RAHMAN 83001773
SCG MSSB ZULKIFLI B ISMAIL 83002792
SCG MSSB GOH TEK KIONG 83003291
SCG MSSB SARASPATHY VELLO 83004991
SCG MSSB ZAINUDDIN B A RAHMAN 83005160
SCG MSSB AWANG BIN MUDA 83005368
SCG MSSB LIM OOW LOW 83006010
SCG MSSB YASIN B PENTONG 83006068
SCG MSSB GANESAN S/O M MURUGIAH 83006278
SCG MSSB RAVINDRAN S/O PALIANIAPPAN 83006300
SCG MSSB THIRUCHELVAM S/O VEERIAH 83006367
SCG MSSB JASBIR KAUR 83006430
SCG MSSB MUHAMMAD BOB RIZAL TEO B ABDULLAH 83006516
SCG MSSB MOHAMED AMIN B ARIFFIN 83006568
SCG MSSB GUNASAGRAN A/L CHINNASWAMI 83006845
SCG MSSB RAMLAN B HJ BAHARUDIN 83006859
SCG MSSB HEW MONG HENG 83006915
SCG MSSB MARIAMMAH A/P MUTHU 83006935
SCG MSSB KOLANDA KAVANDAN A/L RAMASAMY 83007388
SCG MSSB LEE SIEW KEEN 83007676
84
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB AHMAD JEFRI BIN MOHAMAD 83007696
SCG MSSB ZULKIFLI DAHALAN 83007834
SCG MSSB ZAHIRUDDIN BIN ZULKIFLI 83009223
SCG MSSB SIVAKUMAR S/O PERIASAMY 83009235
SCG MSSB MOHD FADZULI BIN ROSLI 83009387
SCG MSSB PELAWANG BIN MAHAT 83009568
SCG MSSB MOHAMAD HALIMON B HJ HASSAN 83010668
SCG MSSB CHIEW MEI CHOUN 83011752
SCG MSSB ANPALAGAN A/L P RAMAN 83011979
SCG MSSB LEE CHOR CHEN 83012041
SCG MSSB MAGESWARARAO A/L SEVAKUMARAN 83012160
SCG MSSB LIM TECK YEW 83012559
SCG MSSB PANEERCHELVAM S/O VADIVEL @ VADWILL 83014341
SCG MSSB PRAVI AIL MURUGESAN 83014484
SCG MSSB LEE WEE WAH 83014560
SCG MSSB REHAN BIN DIMAN 83015124
SCG MSSB NOR ISHAD B ISMAIL 83015408
SCG MSSB NOR EFFENDI B NORDIN @ ZAINAL A 83015477
SCG MSSB MD RIDZAWDIN BIN ASHAARY 83015520
SCG MSSB MUZAIDI BIN AB. MAJID 83017204
SCG MSSB HARDEV SINGH A/L SITWANT SINGH 83017705
SCG MSSB YEE TIAN HWA 83017810
SCG MSSB MADHANARAJ A/L SOCKALINGAM 83017844
SCG MSSB ZAINOL HAMIZI BIN MOHAMAD 83017930
SCG MSSB ZAINOR BIN MOHD ZAINI 83017998
SCG MSSB M.GOVENDARAJAN A/L MUTHUSAMY 83018008
SCG MSSB NAZILA BINTI YAHAYA 83018127
SCG MSSB LAI CHOON LUI 83018132
SCG MSSB CHIEW WAI KAE 83018210
SCG MSSB TAM SEW SENG 83018244
SCG MSSB ABDUL RAHMAN BIN SIDEK 83009444
SCG MSSB MEENAMBAI 83001167
SCG MSSB PANG HUEE FOOK 83002420
SCG MSSB ROSNAH BT MD SHARIF 83002442
SCG MSSB S NYANAPRAGASAM 83002718
SCG MSSB WONG CHIN FONG 83004312
SCG MSSB MD TAIB BIN KHALID 83005493
SCG MSSB WONG TIM LAM 83005940
SCG MSSB HUSSIN @ HUSSIEN B ISHAK 83006033
SCG MSSB KANNIAH A/L S KATIRVELU 83007405
SCG MSSB YAZID BIN SHARIB 83007687
SCG MSSB ZAKARIA ABDULLAH 83009210
SCG MSSB SELVAM A/L PALASUNDRAM 83011711
SCG MSSB SREEDHARAN A/L ACHUTHAN 83012567
SCG MSSB TAN CHONG POH 83013530
SCG MSSB MOHAMAD AMIN B MOHD ALI 83014482
85
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB RETNASINGAM A/L NAGARETNAM 83015426
SCG MSSB NOOR EDDYSHAM BIN HASHIM 83015732
SCG MSSB MANIARASU A/L NALLIAH 83017117
SCG MSSB ABD HADI BIN MD SANI 83018276
SCG MSSB UDYA KUMAR A/L. RAMASAMY 83018277
SCG MSSB ZAMRI BIN ABDUL MAJID 83005091
SCG MSSB SARONAM S/O VEERAPPILAI 83000370
SCG MSSB LOKE KAM MENG 83000727
SCG MSSB TEE CHUI YEUN 83001615
SCG MSSB SIAH CHEE HWA 83004317
SCG MSSB KAMARUZAMAN BIN RIFIN 83006173
SCG MSSB BADRULHISHAM BIN ABU MANSOR 83010669
SCG MSSB CHAN KHENG MENG 83014344
SCG MSSB M JAYANATHAN IYAVOO 83005057
SCG MSSB ISMAIL BIN ARSHAD 83005490
SCG MSSB NORBI BIN MANSOR 83009342
SCG MSSB HJ ABDUL RAHMAN BIN MD DAUD 83010001
SCG MSSB MOHAMAD REDZUAN BIN ABD GHANI 83017012
SCG MSSB ZAKARIAH BT SHARIF 83000116
SCG MSSB RAZALI BIN DOLMAT 83002948
SCG MSSB KAMARULZAMAN BIN HAJI IBRAHIM 83006382
SCG MSSB SIVAKUMAR S/O NADESA PILLAY 83006682
SCG MSSB CHOO YIT MENG 83007173
SCG MSSB KAMALJIT KAUR A/P TARA SINGH 83007627
SCG MSSB HARMIT SINGH A/L HARMINDAR SINGH 83010688
SCG MSSB RASARATNAM A/L DEVY RAMASAMY 83011562
SCG MSSB GHAZALI MD YUSOF 83011585
SCG MSSB AZMI BIN ALIAS 83012017
SCG MSSB V.VICKNESVARAN A/L VISWALINGAM 83013577
SCG MSSB SIVAPRAGASAM A/L ARUMUGAM 83014020
SCG MSSB JASVINDER SINGH A/L RANJIT SINGH 83014189
SCG MSSB BAHARAM BIN YAHAYA 83015119
SCG MSSB FU`AT BN MOON 83015305
SCG MSSB MOHD ASRI BIN WAGIMAN 83015314
SCG MSSB ZAMZURI BIN S BAWEH 83015637
SCG MSSB ZAMREE BIN TAHA 83015740
SCG MSSB S.VYASAN A/L SANTHALINGAM 83017049
SCG MSSB WONG KOCK HONG 83001129
SCG MSSB WONG LOY THAI 83003035
SCG MSSB ZALINA BTE SHAHER 83006257
SCG MSSB YEO HOCK GUAN 83007528
SCG MSSB VIJAYA KUMAR S/O SINNIAH 83008057
SCG MSSB HUANG CHOO WEN 83008169
SCG MSSB ZULKEPLI BIN KHAMIS 83004074
SCG MSSB SAZALI BIN KAMARUDIN 83007404
SCG MSSB SAHIDIN B KARDI 83008171
86
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG' MSSB SOONG BOON LUNG 83011012
SCG MSSB MOHD YUSAIRI B IDRIS 83011612
SCG MSSB MOHD AZLEY B ABDUL MAJID 83011728
SCG MSSB WONG JUI SIN 83012477
scG MSSB CHIN WAI LUM 83013394
SCG MSSB YUSLAN BIN YUNUS 83013397
SCG MSSB WONG HON HIN 83014272
SCG MSSB MOHAMAD ABDUL RAHMAN BIN TAIB 83014429
SCG MSSB KUMAR A/L LETCHUMANAN 83014431
SCG MSSB MOHD FOUZI BIN JAHAYA 83015315
SCG MSSB RAGU S/O MARIMUTHU 83001175
SCG MSSB LAU CHEE HAI 83006517
SCG MSSB CHONG SOK YEE 83008640
SCG MSSB LEE SOON YONG 83008747
SCG MSSB JEYASURIAN A/L PERIASAMY 83009275
SCG MSSB BALA A/L SHANMUGAM 83009279
SCG MSSB AINOL ZAMRIN BIN YAACOB 83009316
SCG MSSB AHMAD ZAINAL BIN ABDULLAH SANI 83011696
SCG MSSB REUBEN A/L SYLVESTER 83014430
SCG MSSB ANUAR BIN YUSOP 83015306
SOG MSSB JAMROSE BIN MUSTAFA 83015481
SCG MSSB TAN BOON KIAT 83017393
SCG MSSB ESAM BIN HASHIM 83017779
SCG MSSB DANIEL A/L CHRISTIE 83018377
SCG MSSB SURATMAN B YUSOF 83005152
SCG MSSB KU GEK GUAT 83007059
SCG MSSB SUBRAMANIAM A/L PERUMAL 83007325
SCG MSSB MOHD SALIMIN SAHLUDIN 83010028
SCG MSSB AZIZAN B ZAKARIA 83015656
SCG MSSB ANNE SHAMINI A/P RAJASINGAM SOLOMON 83017926
SCG MSSB LEE HENG CHEN 83018165
SCG MSSB TAN FOONG YOW 83001154
SCG MSSB PUNUSAMY A/L KUPPUSAMY 83002943
SCG; MSSB SAINEH B MISSIN 83006069
SCG MSSB LIAM SEH HAN 83007176
SCG, MSSB GANESH A/L MURUGAYAH 83008879
SCG MSSB YUSRI BIN AB RAHIM 83009702
SCG MSSB GIRIMARAMANLAM A/L SUBRAMANIAM 83013532
SCG MSSB WONG TOON HUAT 83014565
SCG MSSB AZAHARUDIN BIN YUSOF 83015516
SCG MSSB ANFAL BIN DURALIM 83017052
SCG MSSB SHARIMAN AZEZE BIN OTOH 81023747
SCG MSSB MANJALINA BINTI IBRAHIM 81024039
SCG MSSB SHAHIDAN B A KADIR 83000034
SCG MSSB RAHINAH @ ROHANA BT J HASSAN 83000132
SCG MSSB ZAKIAH BT ASHAARI 83000202
87
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORIZAN MUHAYAT 83001634
SCG MSSB ZAKARIA BIN AHMAD 83002975
SCG MSSB JUNAIDAH WAHID 83003803
SCG MSSB FATIMAH BT JAMALUDIN 83006531
SCG MSSB ABD HALIM BIN RAHIM 83006574
SCG MSSB MOHD ARIFFIN BIN BADOR 83007275
SCG MSSB NIAP OI LIAN CATHERINE 83006168
SCG MSSB SKANTHI A/P R. MUTHU 83008502
SCG MSSB RAJANDRAN S/O MARGAYA 83008677
SCG MSSB K SELVADURI AL KANNIAH 83008806
SCG MSSB MUTHAMAH A/P AROKIASAMY 83009676
SCG MSSB HASNAH BINTI MOHD 83010184
SCG MSSB AHMAD SABAN BIN ABDUL HAMID 83010504
SCG MSSB MUHAMMAD NIZAM BIN AHMAD 83011760
SCG MSSB ONG CHEW BOON 83011763
SCG MSSB HUZAINOR BIN HAMZAH 83012019
SCG MSSB SASITHARAN NAIR A/L DASS 83012646
SCG MSSB ROSTAM BIN SALLEH 83014019
SCG MSSB R GUNASEGKARAN A/L RAMAN 83014432
SCG MSSB ABD RAHMAT BIN YUSOFF 83014523
SCG MSSB KAMARUDIN BIN ABU 83014563
SCG MSSB CHONG CHUN HOE 83014857
SCG MSSB NG CHENG HUAT 83015194
SCG MSSB LEE ENG THYE 83015483
SCG MSSB KU EZANI BIN HAJI KU MAT 83015517
SCG MSSB NORISAM BIN ISMAIL 83015522
SCG MSSB PARASURAMAN A/L GOVINDARAJOO 83016190
SCG MSSB TAN CHEE ENG 83016225
SCG MSSB IDRIS BIN SULAIMAN 83017050
SCG MSSB ANG EE PING 83017202
SCG MSSB THONG CHEN LEONG @ HONG CHEN LEONG 83017257
SCG MSSB SIVANESAN S/P SATHIAPALAN 83017525
SCG MSSB CHAN KUN LEONG 83017703
SCG MSSB ERIC CHEAH JAY HAN 83017735
SCG MSSB DAVID THONG WAI KEONG 83017765
SCG MSSB CHIA WAI KIT 83017776
SCG MSSB NAZARRUDIN BIN ABU BAKAR 83017955
SCG MSSB MOHD SAIFULLIZAN BIN MOHD KHALID 83018103
SCG MSSB MOHD RIZAL BIN AB RAHMAN 83018133
SCG MSSB SHAHRIZAN BIN ZAINUDIN 83018207
SCG MSSB P NACHIAPPAN A/L M. PALANIAPPAN @ MADHAVA 83018334
SCG MSSB SAMARI BIN MAT SAHAT 83018533
SCG MSSB RAVINDRAN A/L K B MENON 83002603
SCG MSSB MOKHTAR BIN SARING 83003070
SCG MSSB NORAISHAH KAMARUDDIN 83003296
SCG MSSB AHMAD TAJUDIN BIN YAACOB 83003391
88
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB RAVINDRAN S/O THANGAVELU 83004333
SCG MSSB DELI BIN JUSOH 83005157
SCG MSSB SUBKI BIN MUSA 83005158
SCG MSSB ZAHIR BIN KAHA 83005211
SCG MSSB SANTHA KUMAR S/O THANGAVELU 83005819
SCG MSSB LOY THAI CHENG 83005831
SCG MSSB CHEONG KWAI YEW 83006006
SCG MSSB PUSPHANATHAN S/O SELVAPPAN 83006272
SCG MSSB SHU OUEE LIP 830O6305
SCG MSSB SAMY A/L R.N NAIDU 83006860
SCG MSSB CHEAH FOOK NYEN 83007845
SCG MSSB ABD RAHMAN FOO BIN ABOULLAH 83008047
SCG MSSB ABDUL HALIM BIN MD YUSOF 83008500
SCG MSSB NOR AZIZAN BIN MOHO NORDIN 83008649
SCG MSSB GANESH BALAN A/L SUBRAMANIAM 83009178
SCG MSSB MUHAMAT ASRI MAT DAUD 83009194
SCG MSSB NONCHIK BIN KITAM 83009207
SCG MSSB MOHAMAD IBRAHIM BIN AKB MAIDEN 83009214
SCG MSSB HON KAI KEONG 83009445
SCG MSSB MO MAN 83009583
SCG MSSB AZHAR BIN ZAKARIA 83010506
SCG MSSB MUHAMAD AZRI B ABDUL KADIR 83010945
SCG MSSB M RUBAN MURUGESSAN 83011011
SCG MSSB NORASHIKIN BTE ABD MALIK 83011152
SCG MSSB THIAGARAJA A/L GOVINDASAMY 83011909
SCG MSSB ZAHRIN KAMALUDIN 83012774
SCG MSSB ZULKIFLI BIN HASSAN 83013252
SCG MSSB SHAHRIZAN BIN SALIM 83014182
SCG MSSB JASON EMMANUEL SHASTRI 83014184
SCG MSSB JUMINAH BINTI A. KARIM 83014186
SCG MSSB NAVARATHINALINGAM A/L PERAITHAMBY 83014605
SCG MSSB MOMAMAD RIDZUAN B ABDUL RASHID 83015216
SCG MSSB MATHEW KURIAN A/L KOYIKAIATHU 83015316
SCG MSSB MANIMARAN A/L NIELLASAMY 83015469
SCG MSSB WONG KOK HOONG 83015471
SCG MSSB ZAKARIYA BIN ABU 83015688
SCG MSSB WONG WEI KIM 83015744
SCG MSSB MARTHESWARAN S/D SOLAMUTHU 83017598
SCG MSSB KWAN SIONG HING 83017670
SCG MSSB ZULKARNAIN BIN MOHAMED MOBIN 83017925
SCG MSSB FUZIAH BTE OTHMAN 83001569
SCG MSSB NG KING SUN 83005034
SCG MSSB TAN CHIN GUAN 83006113
SCG MSSB LIM BAN CHANG 83006372
SCG MSSB ISKANDAR DZAUL KORNAIN MUDAYAT 83006406
SCG MSSB R VINAYAN A/L V K RAGHKAVAN 83007607
89
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB LETTI BTE NIZAL 83008832
SCG MSSB JASON RAJAKUMARAN A/L RAJASEGARAN 83014185
SCG MSSB SELVARAJOO A/L KRISHNAN 83014342
SCG MSSB ABU BAKAR BIN JAMAL 83014481
SCG MSSB MOHAMMAD FAUZI BABA 83015749
SCG MSSB HARCHARAN SINGH A/L KARNAIL SINGH 83017600
SCG MSSB LEE HOW SWEE 83017811
SCG MSSB ABU HANIPAH BIN SULAIMAN 83003924
SCG MSSB RAGUNATHAN S/0 RANGASAMY 83007796
SCG MSSB ZAINAL B OMAR 83000970
SCG MSSB FONG TAK WAH 83003342
SCG MSSB NORLAILA BT ABDUL MALEK 83006280
SCG MSSB BOCK KIM LEE 83007522
SCG MSSB AHMAD LUTFI BIN YUSOF 83008533
SCG MSSB TUANG KWANG HWEE 83009698
SCG MSSB TAN HOOI SIM 83010596
SCG MSSB THANGARAJ A/L BALRAJ 83013578
SCG MSSB DANIAL BIN ABD LATIFF AW 83014436
SCIS MSSB YONG WAY SHAN 83017726
SCG MSSB JAFFRIDIN BIN SULAIMAN 83018104
SCG MSSB SEE CHEE ONG 83018437
SCG MSSB ROSMAN BIN OMAR 83018815
SCG MSSB ROSLAN BIN ABDUL HAMID 81021813
SCG MSSB PUTERI NOR AZAH BTE MEGAT MOHD NOOR 81024798
SCG MSSB LETCHUMY D/O KRISHNASAMY 83001027
SCG MSSB MOHD RASID BIN KARIM 83007590
SCG MSSB NIK MOHD TAJUDDIN YUSOF 83008676
SCG MSSB NIK AHMAD FADZIL NIK MUHAMAD ARIFIN 83008804
SCG MSSB MOHD FADHIL BIN HJ AHMAD 83010779
SCG MSSB YONG FOO KHONG 83012383
SCG MSSB NOR RISA BTE DAHALAN 83014270
SCG MSSB MOHD HARATH ALI BAJUNID BIN OMAR 83017668
SCG MSSB SIAU SHAU LING 83006007
SCG MSSB ZUL KAFLI B ZAKARIA 83006385
SCG MSSB SIVALINGAM A/L PALANIANDY 83007606
SCG MSSB ZANARIAH BT SI BAWEH 83008869
SCG MSSB AZHARRY BIN NIGGAL 83009239
SCG MSSB CHAN HON MUN 83011209
SCG MSSB LIM KENG GUAN 83011982
SCG MSSB YEW TUAN KEAT 83014646
SCG MSSB YEW WAI CHUNG 83015127
SCG MSSB NGIENG FONG FONG 83015689
SCG MSSB ROKIAH BINTI WAN AB. KADIR 83016971
SCG MSSB CHONG SIEW HOONG 83018820
SCG MSSB SITI JAWAIH BTE KANDAR 83002879
SCG MSSB LATIFAH OMAR 83003537
90
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB ABD GHAFAR BIN HJ MOKHTAR 83009154
SCG MSSB NAGARAJAN A/L THAMBIRAJAH 83012639
SCG MSSB SHAMSHA BINTI SULAIMAN 83000917
SCG MSSB ROKIAH SAMAD 83001485
SCG MSSB MOHD RADHUAN BIN AHMAD 83001841
SCG MSSB ZAIDAH DAHLIN 83002131
SCG MSSB MAIMON BTE SHARIF 83003513
SCG MSSB ZAITON HASSAN 83004304
SCG MSSB NORALIZA MD YUSOF 83004981
SCG MSSB AMRAN B MD YUSOF 83005153
SCG MSSB ROPEAH BT MAAMOR 83006708
SCG MSSB ROSMAWATI BINTI ZAINAL 83007741
SCG MSSB PONMALAR A/P RAMAKUTTY 83008997
SCG MSSB HAJJAH NORAINI BT HJ OMAR 83009573
SCG MSSB NUR ZAMIRUL ASWINA BINTI NAZIR 83011373
SCG MSSB SHAHRIN BI TAMBY HITAM 83014314
SCG MSSB MOHAMAD NORAFIZ BIN MANAF 83014330
SCG MSSB MOHAMAD NIZAR BIN ABDUL JABBAR 83014387
SCG MSSB SHUHAIZA AZRENN B ABD WAHAB 83014920
708 MSSB ZAINUDIN BIN MOHD ZAIN 83015333
SCG MSSB YUSOF BIN IBRAHIM KUTTY 83016252
SCG MSSB MOHD RAZUAN B. HAMZAH 83016321
SCG MSSB MOHD KAMAL BIN MOHD SANI 83016662
SCG MSSB MARINA BT ABU BAKAR 83016949
SCG MSSB KYAZILAH BINTI ABDUL AZIZ 83017816
SCG MSSB MOHAMAD FAIZAL BIN ZEIKAPELI 83018608
SCG MSSB SANAH BINTI YAACOB 83018633
SCG MSSB SAADIAH BT ABD RASHID 83000192
SCG MSSB JAMILAH BIBY MOHD KASSIM 83003570
SCG MSSB AMINAH BT BARI 83005909
SCG MSSB FARIDAH BTE HASHIM 83007881
SCG MSSB ROZIATOL AKMA BTE SULAIMAN 83009340
SCG MSSB NAFSIAH BTE BADOR 83013065
SCG MSSB KAMARIAH AB MAJID 83000469
SCG MSSB NORIZAH RASHID 83001815
SCG MSSB VIJALETCHUMY V 83001887
SCG MSSB NORLELA MASROM 83002465
SCG MSSB NATZERAH BTE ZAINUDDIN 83002959
SCG MSSB ZAINAF ABDULLAH 83003042
SCG MSSB SITl ZAINAB ADAM 83003354
SCG MSSB MARHAMAH ABDULLAH 83003539
SCG MSSB NORZILAH SEMAN 83004534
SCG MSSB KAMSIAH SULAIMAN 83005407
,SCG MSSB NORHARIYAH BT TALIB 83006524
SCG MSSB ANJALA DEWI A/P MUNIYANDI 83006589
SCG MSSB NOSITAH BT ISTHNIN 83006902
91
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SUMADIE D/O MARI THAMUTHU 83008275
SCG MSSB SIVAGAMY D/O KANNAN 83009290
SCG MSSB SURAYA BTE MOHAMED 83009374
SCG MSSB NORASHURA ZAKARIAH 83000080
SCG MSSB PEGAWAN KAUR 83000119
SCG MSSB UMA DEVI KATHIRAVELU 83000361
SCG MSSB MAIMUN BT HASSAN 83000501
SCG MSSB ZABEDAH BT KASSIM 83000781
SCG MSSB MARIAM IBRAHIM 83000791
SCG MSSB PANJAVETNAM RAMASAMY 83000990
SCG MSSB RADIAH BINTI MAHMUD 83001056
SCG MSSB ROFIDAH BT MD DOM 83001092
SCG MSSB NUPPUDATTE CHELLIAH 83001304
SCG MSSB ROS SITAH A RAHMAN 83001405
SCG MSSB RAJA KAMISAH BT RAJA SALIM 83001541
SCG MSSB NORAINI BT SHARIF 83001575
SCG MSSB MALATI MAYAPPAN 83001847
SCG MSSB RUSIAH KASSIM 83002422
SCG MSSB ROSLINA IDRUS 83002494
SCG MSSB NORIZIN DARUS 83002520
SCG MSSB SALWA SHARIF 83002536
SCG MSSB HALIJAH MD NOOR 83002544
SCG MSSB SITI AISKAH ABDULLAH 83002753
SCG MSSB ROSMAWATI SALLEH 83002987
SCG MSSB MARIAM AHMAD 83003183
SCG MSSB FARIDAH JOHARI 83003247
SCG MSSB KOMALA KAMASAMY 83003346
SCG MSSB ROZINAH MOHD TALIB 83003493
SCG MSSB NORLIDA ABU SAMAH 83003652
SCG MSSB ZALEHA SULAIMAN 83003713
SCG MSSB SITI NORHAJAR ZABIDIN 83003755
SCG MSSB ROHANI&NI SABIRAN 83003861
SCG MSSB ZALIHA ZAINAL 83003988
SCG MSSB HALIMAH MOKHTAR 83003995
SCG MSSB NORHAYATI ABDUL MALIK 83004001
SCG MSSB ASMAH AHMAD 83004041
SCG MSSB ASLINA HASAN 83004275
SCG MSSB FAIZAH TUN MOHAMAD 83004329
SCG, MSSB NORIDAH MOHD SALLEH 83004357
SCG MSSB NORAINI OTHMAN 83004476
SCG MSSB SAROJINY MUNIANDY 83004482
SCG MSSB RUSNAH MAT AMIN 83004791
SCG MSSB MARDUWATI MD RASHID 83004825
SCG MSSB HAMIDAH SHARIFF 83004838
SCG MSSB LEE SOO CHIN 83004884
SCG MSSB NORAISHAH MOHD NOOR 83004913
92
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB SITl HAWA ALIN 83004930
SCG MSSB ROHANI HUSAIN 83004933
SCG, MSSB FADILAH MAHAT 83004978
SCG MSSB ZARIAH MOHIDIN 83005026
SCG MSSB ROSIAH BT SIRIYO 83005212
SCG MSSB DIANA ISMAIL 83005321
SCG MSSB NORSAIMAH BTE NUJUM 83005651
SCG MSSB SAADIAH RAMSI 83005706
SCG MSSB NOR FAZIRATUL HANIN BT ISMAIL 83005738
SCG MSSB SAROJAH A/P VEERAPAN 83006046
SCG MSSB NORHAYATI AHMAD 83006049
SCG MSSB ROHAYA HJ SHAMSUDIN 83006550
SCG MSSB SITI AMINAH BT JESA 83006719
SCG MSSB MALLIGAH A/P PALANISAMY 83006789
SCG MSSB SARIMAH BT ABD RAHMAN 83006877
SCG MSSB NOORIZAN BT OTHMAN 83006946
SCG MSSB SITI MURNI BT HARUN 83006954
SCG MSSB ZALEHA BTE HASSAN 83006982
SCG MSSB NORASMAH SALIM 83007025
SCG MSSB ASSFALLEZA BTE ABD RAZAK 83007080
SCG MSSB CHE RUZANARIAH BINTI HARUN 83007102
SCG MSSB K SHMUGAVADIVOO A/P KANAPATHY 83007151
SCG MSSB SITI ZAINURAH BT SHEIKH SAID 83007227
SCG MSSB JOHN HELEN RANI 83007295
SCG MSSB ZARIAH BTE ZAINAL 83007360
SCG MSSB HANURA BT JURID 83007480
SCG MSSB HASIMAH BT KAMIS 83007613
SCG MSSB NORMALA BINTI ABU BAKAR 83007757
SCG MSSB RUZITA BT KAHAR 83007927
SCG MSSB KAMALESWARY A/P NADARAJAN 83007959
SCG MSSB NORZILA BT ISHAK 83008088
SCG MSSB GAN KIM MOI 83008247
SCG MSSB ASNAH BT MUSA 83008256
SCG MSSB AINUNJARIAH BT ARIFFIN 83008285
SCG MSSB BALASARASUADI D/O RETNAM 83008448
SCG MSSB MAHERAN SUKOR 83008536
SCG MSSB NOR SAMLAH BT ALIAS 83008567
SCG MSSB LEELAVATHY A/P RAMAN 83008748
SCG MSSB MOHINDER KAUR A/P PRITAM SINGH 83008795
SCG MSSB RAFIDAH BTE ABD RAHIM 83008982
SCG MSSB SATIAH BTE MAT ARIF 83009402
SCG MSSB KALPANA DEVI A/P MOHANA DASS 83009626
SCG MSSB RAHMAH BT SAHAK 83009640
SCG MSSB SITI NOR BT NONIN 83009776
SCG MSSB DEVIKI A/P RAJAGOPAL 83011250
SCG MSSB KHALIL BIN JALI 83000619
93
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG MSSB NORILILA BT HASSAN 83006399
SCG MSSB BHARATHAN NAIR A/L P NAIR 83008546
SCG MSSB CHANG CHIN WOON 83014097
SCG MSSB CHENG CHEE CHEW 83015468
SCG MSSB S PARAMAGURU A/L SUBRAYAN 83016223
SCG MSSB K PAARTHIBAN A/L KRISHNAN 83018738
SCG MSSB NORAZMAWATI BINTI ISMAIL 83018816
SCG MSSB ROZITA AINI BINTI MOHAMED ZIN 83018819
SCG MSSB CHANG KAM FOO 83001038
SCG MSSB LENG SIANG YONG 83014647
SCG MSSB ZAINI BTE THAMBY IBRAHIM 83000984
SCG MSSB MATHEWS GEORGE 83001769
SCG MSSB ZAINUDDIN BIN SAID 83007601
SCG MSSB ROHANA BT ABDULLAH 83011696
SCG MSSB MOHAMMAD NAZERI BIN BADARUDIN 83014564
SCG MSSB AZRINA BINTI ABDUL RAHMAN 83016227
SCG MSSB NORLYMALIS JEZZERY BIN KAMARUDIN 83018814
SCG MSSB SITI KHAMSIAH BT HJ AHMAD 83000140
SCG MSSB LINDA SENEVIRANTNE 83003598
SCG MSSB NG CHONG MENG 83003965
SCG MSSB YEE ENG KOON 83000216
SCG MSSB LONG CHIK LEE 83007682
SCG MSSB LEE LIP KENG 83012201
SCG MSSB VIMALADEVI A/P THILLAINATHAN 83016908
SCG MSSB TAN KIAN KAR 83000015
SCG MSSB JUNAIDI BIN ISMAIL 83000304
SCG MSSB CYRIL HO TIONG CHOO 83004257
SCG MSSB S KAMARA GURU PARAN 83004314
SCG MSSB TENG AN TEE 83005712
SCG MSSB WAN PAK CHOONG 83006008
SCG MSSB TOH IN TEN 83016229
SCG MSSB LEONG WEI FONG 83018579
SCG MSSB KHOO AI BOEY SHARON 83009181
SCG MSSB OW YEANG SEOK CHIN 83003296
SCG MSSB OOI ENG HOO 83008183
SCG MSSB TEH YOONG SENG 83004601
</TABLE>
94
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - MEXICO
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Abaroa Salvatierra, Agustin 44010932
SCG ZMEX2 Abrego Sanchez, Ismael 44009962
SCG ZMEX2 Aceves Alvarez, Jose Daniel 44012345
SCG ZMEX2 Aceves Rangel, Carlos 44013793
SCG ZMEX2 Acosta Cervantes, Carlos Alberto 44012196
SCG ZMEX2 Acosta Madrigal, Inigo Felipe 44008918
SCG ZMEX2 Acosta Rosales, Martha 44007469
SCG ZMEX2 Aguayo Gonzalez, Ma. Del Carmen 44009219
SCG ZMEX2 Aguayo Gonzalez, Magdalena 44011128
SCG ZMEX2 Aguiar Barron, Alberto 44011401
SCG ZMEX2 Aguila Garcia, Maria Cristina 44011440
SCG ZMEX2 Aguilar Aguilar, Enrique 44003675
SCG ZMEX2 Aguilar Anzaga, Mayela 44013791
SCG ZMEX2 Aguilar Banda, Rebeca 44011457
SCG ZMEX2 Aguilar Bravo, Raul 44009201
SCG ZMEX2 Aguilar Corona, Baudelio 44002314
SCG ZMEX2 Aguilar Corona, Ma. Alicia 44001470
SCG ZMEX2 Aguilar Gonzalez, Alfonso 44012224
SCG ZMEX2 Aguilar Gutierrez, Bertha 44008515
SCG ZMEX2 Aguilar Limas, Luis Rodrigo 44013593
SCG ZMEX2 Aguilar Mora, Jaime 44011240
SCG ZMEX2 Aguilar Orozco, Maria Leticia 44006493
SCG ZMEX2 Aguilar Rodriguez, David 44005859
SCG ZMEX2 Aguilar Torres, Armando 44013641
SCG ZMEX2 Aguilera Cervantes, Miriam 44011674
SCG ZMEX2 Aguirre Magana, Iliana Concepcion 44013617
SCG ZMEX2 Alarcon Rodriguez, Olimpia Patricia 44011554
SCG ZMEX2 Alatorre Solorzano, Francisco 44012441
SCG ZMEX2 Alba Ponce, Veronica 44012095
SCG ZMEX2 Alcala Fuentes, Jessica 44013696
SCG ZMEX2 Alcala Perea, Elsa Leticia 44009386
SCG ZMEX2 Alcala Sanchez, Isela Martina 44012136
SCG ZMEX2 Alcantar Martinez, Laura 44012642
SCG ZMEX2 Alcantar Muniz, Mana De Lourdes 44010254
SCG ZMEX2 Alcaraz Davalos, Paula 44011591
SCG ZMEX2 Alcaraz Lomeli, Rafael 44012579
SCG ZMEX2 Alderete Medina, Ricardo 44011887
SCG ZMEX2 Aldrete Vazquez, Patricia 44013623
SCG ZMEX2 Alencastro Resendiz, Alfonso 44012599
95
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Alexander Vazquez, Francisco Gerardo 44012388
SCG ZMEX2 Alonso Gonzalez, Oscar Eduardo 44012150
SCG ZMEX2 Alvarado Martinez, Judith 44013756
SCG ZMEX2 Alvarez Gaucin, Maria De Jesus 44006482
SCG ZMEX2 Alvarez Hernandez, Rosa 44009709
SCG ZMEX2 Alvarez Huizar, Maria Del Carmen 44008976
SCG ZMEX2 Alvarez Lomeli, Maria Del Carmen 44010880
SCG ZMEX2 Alvarez Mota, Mana Olga Livia 44012052
SCG ZMEX2 Alvarez Ochoa, Sandra Annette 44008721
SCG ZMEX2 Alvarez Real, Edgardo Santiago 44013639
SCG ZMEX2 Alvarez Rodriguez, Ana Maria 44006993
SCG ZMEX2 Alvarez, Jose Javier 44009860
SCG ZMEX2 Amaral Ramirez, Mariano 44001142
SCG ZMEX2 Amaya Rico, Rosa Maria 44010672
SCG ZMEX2 Amezcua Anaya, Maria Ariana 44012074
SCG ZMEX2 Amezcua Gonzalez, Ana Laura 44012544
SCG ZMEX2 Amezcua, Martha Alicia 44004949
SCG ZMEX2 Amezola Islas, Maria Elena 44011745
SCG ZMEX2 Amezquita Tapia, Martha 44012312
SCG ZMEX2 Anaya Gomez, Jose De Jesus 44010020
SCG ZMEX2 Andrade Castro, Ela Marina 44013599
SCG ZMEX2 Angel Ramirez, Marisol 44011505
SCG ZMEX2 Angel Velez, Angelica Maria 44008224
SCG ZMEX2 Angel Velez, Maria De La Luz 44004666
SCG ZMEX2 Anguiano Andrade, Alfonso 44011024
SCG ZMEX2 Anguiano Montes, Elizabeth 44012038
SCG ZMEX2 Anguiano Rodriguez, Luis Antonio 44012036
SCG ZMEX2 Anguiano Rodriguez, Rafael 44012029
SCG ZMEX2 Araiza Trujillo, Irma Gabriela 44013803
SCG ZMEX2 Arambula Villalobos, Jose Guadalupe 44012398
SCG ZMEX2 Aranda Estrada, Olga 44013754
SCG ZMEX2 Arauz Garcia, Susana 44010977
SCG ZMEX2 Arellano Corona, Eva Berenice 44008442
SCG ZMEX2 Arellano Perales, Felix Isaac 44013560
SCG ZMEX2 Arellano Rodriguez, Isaias 44007071
SCG ZMEX2 Argumedo Marrufo, Victor Manuel 44011660
SCG ZMEX2 Arias Guerrero, Aldo 44012383
SCG ZMEX2 Arias Lizarraga, Maria Del Rosario 44011986
96
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Arizaga Ortiz, Yolanda Araceli 44010622
SCG ZMEX2 Arreguin Angel, J, Jesus 44010486
SCG ZMEX2 Arreola Murillo, Gabriela 44011461
SCG ZMEX2 Arroyo Pereira, Elsa 44012269
SCG ZMEX2 Arroyo Pinedo, Hilda 44008105
SCG ZMEX2 Ascencio Ramirez, Ma Cristina 44013774
SCG ZMEX2 Astorga Ledesma. Adriana 44009505
SCG ZMEX2 Astorga Ledezma. Erika Amparo 44013672
SCG ZMEX2 Auceda Vidal, Mariano Norberto 44010808
SCG ZMEX2 Avalos Rosales, Cesar David 44012174
SCG ZMEX2 Avalos Segura, Rosa Maricela 44010328
SCG ZMEX2 Avelar Franco, Juan Jose 44007184
SCG ZMEX2 Avila Sanchez, Maria Del Pilar 44011193
SCG ZMEX2 Avila Torres, Sergio Rafael 44007428
SCG ZMEX2 Ayala Alvarado, Luis Manuel 44012153
SCG ZMEX2 Ayala Hernandez, Celia 44007812
SCG ZMEX2 Ayala Herrera, Rosa Maria 44011161
SCG ZMEX2 Ayala Lopez, Alicia 44011394
SCG ZMEX2 Balderas Rosales, Maria Soledad 44013657
SCG ZMEX2 Banda Horta, Ofelia 44008387
SCG ZMEX2 Banda Villarruel, Balbina 44013733
SCG ZMEX2 Banuelos Perez, Silvia 44011612
SCG ZMEX2 Banuelos Perez, Teresa Leticia 44012015
SCG ZMEX2 Barajas Espinoza, Imelda 44012348
SCG ZMEX2 Barajas Macias, Luis Javier 44013588
SCG ZMEX2 Barajas Ramirez, Salvador 44008643
SCG ZMEX2 Barajas Roman, Irma 44010280
SCG ZMEX2 Barba Cruz, Guadalupe 44013769
SCG ZMEX2 Barba Galvez, Martha Margarita 44009109
SCG ZMEX2 Barbosa Ramirez, Guadalupe Isadora 44013798
SCG ZMEX2 Barrero Vega, Octavio Fabian 44013718
SCG ZMEX2 Barrero Vega, Roberto Adrian 44013563
SCG ZMEX2 Barrios Alvarado, Florencia 44010022
SCG ZMEX2 Barrios Alvarado, Maria De Jesus 44010101
SCG ZMEX2 Barrios Alvarado, Maria Del Carmen 44008865
SCG ZMEX2 Barron Gutierrez, Maria Concepcion 44005283
SCG ZMEX2 Bautista Gonzalez, Hilda 44011466
SCG ZMEX2 Bautista Jimenez, Norma Leticia 44008309
97
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Beaz Zarate, Javier Gustavo 44004688
SCG ZMEX2 Becerra Gutierrez, Maria Xochilth 44012566
SCG ZMEX2 Becerra Gutierrez, Sergio Cesar 44011286
SCG ZMEX2 Becerra Renteria, Maria Elena 44008664
SCG ZMEX2 Becerra Reyes, Jose Luis 44002242
SCG ZMEX2 Becerra Reyes, Juan De Dios 44004085
SCG ZMEX2 Becerra Rodriguez, Alejandra 44013664
SCG ZMEX2 Becerra Zepeda, Magaly 44009055
SCG ZMEX2 Becerra Zepeda, Maria Guadalupe 44008608
SCG ZMEX2 Becerra, Maria Del Rosario 44011396
SCG ZMEX2 Benavides Mejia, Olga Maria 44013742
SCG ZMEX2 Benites Cortes, Susana Guadalupe 44012632
SCG ZMEX2 Benitez Martinez, Maria Guadalupe 44010353
SCG ZMEX2 Benitez Pimentel, Rosalina 44005880
SCG ZMEX2 Benitez Pimientel, Francisca Catalina 44008965
SCG ZMEX2 Benitez Ramirez, Jesus 44005703
SCG ZMEX2 Bernal Alcantar, Jose Luis 44004260
SCG ZMEX2 Bernal Gallegos, Oscar Raul 44011026
SCG ZMEX2 Berrelleza Sanchez, Karla Teresa 44012542
SCG ZMEX2 Berumen Miramontes, Maria Araceli 44012202
SCG ZMEX2 Borbon Rodriguez, Maria Cecilia 44006949
SCG ZMEX2 Bribiesca Gonzalez, Leticia Araceli 44012373
SCG ZMEX2 Briseno Bass, Margarita 44011509
SCG ZMEX2 Bustamante Ruiz, Mauricio 44013708
SCG ZMEX2 Bustinzar Flores, J. Graciela 44004794
SCG ZMEX2 Bustos Villarruel, Jose Luis 44011304
SCG ZMEX2 Cabezas Barajas, Jose Antonio 44012142
SCG ZMEX2 Cabrera Valencia, Gloria 44007006
SCG ZMEX2 Cabrera Velazquez, Gabriela 44012276
SCG ZMEX2 Cadena Legaspi, Roberto Alejandro 44011347
SCG ZMEX2 Calderon Gutierrez, Sandra Lorena 44011060
SCG ZMEX2 Calderon Herrera, Ma. Rosario 44003109
SCG ZMEX2 Calvario Baltazar, Jose Santiago 44004881
SCG ZMEX2 Calzada Dalli, Adriana 44011056
SCG ZMEX2 Camacho Carrillo, Alfonso Eugenio 44007183
98
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Camacho Cruz, Alvaro 44012512
SCG ZMEX2 Camacho Quiroz, Juana 44009906
SCG ZMEX2 Camacho Reyes, Imelda 44009609
SCG ZMEX2 Camacho Ruiz, Miguel Angel 44013695
SCG ZMEX2 Camacho Varela, Oscar Manuel 44012236
SCG ZMEX2 Camacho Zalazar, Maria Asuncion 44007936
SCG ZMEX2 Camarena Martinez, Elvira 44009814
SCG ZMEX2 Cambron Islas, Alma Leticia 44011918
SCG ZMEX2 Caminos Ortega, Gabriela 44011446
SCG ZMEX2 Campa Rodriguez, Enrique 44011032
SCG ZMEX2 Campa Rodriguez, Jorge 44004626
SCG ZMEX2 Campos Garcia, Rosa Evelia 44011990
SCG ZMEX2 Campos Navarro, Adriana 44012628
SCG ZMEX2 Campos Ornelas, Paulino Antonio 44011216
SCG ZMEX2 Candelario Barajas, Margarita 44007453
SCG ZMEX2 Candelario Garcia, Rosalina 44008751
SCG ZMEX2 Candelario Lopez, Araceli 44009486
SCG ZMEX2 Candelario Marin, Martha Rosalia 44011529
SCG ZMEX2 Cardenas Cruz, Reyna 44005117
SCG ZMEX2 Cardenas Del Toro, Norma Delia 44007318
SCG ZMEX2 Cardenas Legazpi, Diana Maricela 44012391
SCG ZMEX2 Cardenas Perez, Felipe De Jesus 44012197
SCG ZMEX2 Cardenas Reynaga, Joel 44005083
SCG ZMEX2 Cardiel Garcia, Hilda 44012168
SCG ZMEX2 Cardona Alcala, Rene 44011474
SCG ZMEX2 Cardona Garcia, Ma. Eduviges 44009215
SCG ZMEX2 Cardona Garcia, Roldan 44007901
SCG ZMEX2 Cardona Lazcarro, Patricia 44011638
SCG ZMEX2 Carreon Cardenas, Guadalupe 44001224
SCG ZMEX2 Carreon Lupercio, Irma Araceli 44011511
SCG ZMEX2 Carrillo Martinez, Maria Elena 44011059
SCG ZMEX2 Carrillo Ramirez, Laura 44010196
SCG ZMEX2 Carrillo Rubio, Emma 44010389
SCG ZMEX2 Carrizales Jimenez, Maria Socorro 44011210
SCG ZMEX2 Casillas Moreno, Jorge 44012195
SCG ZMEX2 Casillas Romo, Carlos 44006775
SCG ZMEX2 Casillas Santana, Jose Miguel 44010448
SCG ZMEX2 Cassian Jimenez, Salvador 44002394
SCG ZMEX2 Castaneda Lara, Martin Leopoldo 44005766
99
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Castaneda Morales, Jose Antonio 44011388
SCG ZMEX2 Castaneda Osua, Maria Guadalupe 44011473
SCG ZMEX2 Castaneda Rivas, Jose Manuel 44012023
SCG ZMEX2 Castanon Mena, Alejandro De J. 44004993
SCG ZMEX2 Castelan Morales, Amada Cecilia 44011929
SCG ZMEX2 Castellanos Rodriguez, Sergio Ivan 44013740
SCG ZMEX2 Castillo Diaz, Maria Leticia 44011774
SCG ZMEX2 Castillo Diaz, Maria Pilar 44013732
SCG ZMEX2 Castillo Hernandez, Leticia 44006807
SCG ZMEX2 Castro Benitez, Maria Elena 44006634
SCG ZMEX2 Castro Cadena, Guillermo 44011763
SCG ZMEX2 Castro Cadena, Maria Guadalupe 44009291
SCG ZMEX2 Castro Felix, Angel 44011245
SCG ZMEX2 Castro Garcia, Mario Alberto 44012226
SCG ZMEX2 Castro Navarro, Anabel 44011155
SCG ZMEX2 Castro Pulido, Nestor V. 44004196
SCG ZMEX2 Castro Sanchez, Esperanza 44010332
SCG ZMEX2 Cazares Garcia, Jose De Jesus 44010978
SCG ZMEX2 Cazarez Amezcua, Fabiola Judith 44013610
SCG ZMEX2 Cedeno Gomez, Maria De Los Angeles 44010534
SCG ZMEX2 Ceja Escalera, Jose Alejandro 44012558
SCG ZMEX2 Ceja Lopez, Luz Maria 44012607
SCG ZMEX2 Ceja Lopez, Rocio 44011948
SCG ZMEX2 Ceja Rodriguez, Merced Alejandro 44010529
SOG ZMEX2 Celis Huizar, Josefina 44012079
SCG ZMEX2 Cervantes Islas, Jaime Omar 44012489
SCG ZMEX2 Cervantes Lopez, Irma 44012492
SCG ZMEX2 Cespedes Beltran, Mario Federico 44012294
SCG ZMEX2 Chagollan Amaral, Maximiliano 44010720
SCG ZMEX2 Chavez Banuelos, Alicia 44011551
SCG ZMEX2 Chavez Banuelos, Silvia 44011550
SCG ZMEX2 Chavez Benitez, Alejandra Guadalupe 44012588
SCG ZMEX2 Chavez Celis, Maria De Los Angeles 44011671
SCG ZMEX2 Chavez Contreras, Martha Elba 44011283
SCG ZMEX2 Chavez Lopez, Maria Guadalupe 44008671
100
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Chavez Rodriguez, Rosalba 44009339
SCG ZMEX2 Chavez Vazquez, Maria Guadalupe 44008698
SCG ZMEX2 Chavez Villa, Maria Guadalupe 44008464
SCG ZMEX2 Chavira Gonzalez, Lourdes 44005743
SCG ZMEX2 Chilaco Cecena, Laura Leticia 44011814
SCG ZMEX2 Cholico Gomez, Mario Alberto 44005476
SCG ZMEX2 Cholico Murillo, Mercedes 44004079
SCG ZMEX2 Cifuentes Gonzalez, Angel Sergio 44006753
SCG ZMEX2 Cobian Rodriguez, Paula 44005846
SCG ZMEX2 Cobos Maldonado, Maria Magdalena 44012039
SCG ZMEX2 Colina Saaib, Carlos Alberto 44013661
SCG ZMEX2 Conchas Maria, Francisca 44009283
SCG ZMEX2 Conchas Ramirez, Marisela 44012352
SCG ZMEX2 Contreras Perez, Maria Gabriela 44011280
SCG ZMEX2 Cordero Flores, Eva 44012014
SCG ZMEX2 Cordova Ruvalcaba, Monica Leticia 44013607
SCG ZMEX2 Cornejo Valdez, Raul 44011828
SCG ZMEX2 Corona Ortega, Humberto 44011800
SCG ZMEX2 Cortes Benitez, Gloria Leticia 44010361
SCG ZMEX2 Cortes Castillo, Juan Luis 44012235
SCG ZMEX2 Cortes Herrera, Eduardo 44004140
SCG ZMEX2 Cortes Nodal, Agustin 44007088
SCG ZMEX2 Cortez Martinez, Mario 44012215
SCG ZMEX2 Cosio Garcia, Angelina 44004712
SCG ZMEX2 Covarrubia Serrano, Maria Del Rosario 44005893
SCG ZMEX2 Covarrubias Mendoza, Blanca Estela 44013594
SCG ZMEX2 Cruz Barajas, Maria 44006469
SCG ZMEX2 Cruz Chavarin, Teresa 44007947
SCG ZMEX2 Cruz Herrera, Enriqueta 44009552
SCG ZMEX2 Cruz Jimenez, Maria De La Paz 44013635
SCG ZMEX2 Cruz Ramirez, Claudia 44013804
SCG ZMEX2 Cruz Ramirez, Juana 44009234
SCG ZMEX2 Cruz Ramirez, Norma Lidia 44013725
SCG ZMEX2 Cruz Rocha, Maria Elena 44012329
SCG ZMEX2 Cruz Rodriguez, Antonia 44011428
SCG ZMEX2 Cruz Rosas, Evelia 44012476
SCG ZMEX2 Cueto Casillas, Mirella 44012286
SCG ZMEX2 Cueto Casillas, Veronica 44011830
SCG ZMEX2 Cuevas Barrera, Maria Ofelia 44002908
101
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Curiel Aguilar, Salvador 44012175
SCG ZMEX2 Curiel Lopez, Eduardo 44011515
SCG ZMEX2 Davalos Garcia, Sandra Marcela 44012535
SCG ZMEX2 Davalos Garcia, Saul Alejandro 44013583
SCG ZMEX2 Davalos Zamores, Gustavo 44011497
SCG ZMEX2 Davila Perez, Damartz Bat-Zeba 44013752
SCG ZMEX2 Davila Trinidad, Yolanda 44007291
SCG ZMEX2 De Alba Barbosa, Maria De Los Dolores 44011677
SCG ZMEX2 De Alba Barbosa, Maria Esther 44009940
SCG ZMEX2 De Alba Gonzalez, Julieta 44009667
SCG ZMEX2 De Dios Sanchez, Selma Gabriela 44010447
SCG ZMEX2 De Hijar Mariscal, Jose De Jesus 44001217
SCG ZMEX2 De La Concha Autrique, Eduardo 44011346
SCG ZMEX2 De La Cruz Sandoval, Maria De Jesus 44013590
SGG ZMEX2 De La Cruz Sandoval, Martha A. 44005116
SCG ZMEX2 De La Cruz Sandoval, Rosa Elena 44006195
SCG ZMEX2 De La Cruz Tejeda, Laura 44010702
SCG ZMEX2 De La Cruz Torres, Ana Rosa 44012311
SCG ZMEX2 De La Cruz Torres, Patricia 44013728
SCG ZMEX2 De La Cruz Valeriano, Victoriano 44013711
SCG ZMEX2 De La Fuente Castro, Luis Guillermo 44013603
SCG ZMEX2 De La Mora Lopez, Maria Guadalupe 44006503
SCG ZMEX2 De La O Rincon, Maria De Jesus 44012106
SCG ZMEX2 De La Rosa Gonzalez, Maria Del Carmen 44009303
SCG ZMEX2 De La Rosa Gonzalez, Monica 44011528
SCG ZMEX2 De La Torre Alvarez, Gerardo 44010998
SCG ZMEX2 De La Torre Cabrera, Alfonso 44010093
SCG ZMEX2 De La Torre Lopez, Maria Del Socorro 44012474
SCG ZMEX2 De La Torre Maciel, Jorge Alfonso 44008491
SCG ZMEX2 De La Torre Maciel, Patricia 44009438
SCG ZMEX2 De Leon Raygoza, Elida Patricia 44012173
102
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 De Los Santos Hernandez, Maria Del
Carmen 44011121
SCG ZMEX2 Del Castillo Montano, Maxima Eumelia 44010199
SCG ZMEX2 Del Castillo Vega, Marco Antonio 44011896
SCG ZMEX2 Del Real Gandara, Jacinta 44012296
SCG ZMEX2 Del Valle Padilla, Juan Luis 44011295
SCG ZMEX2 Delgadillo Becerra, Maria Estela 44010453
SCG ZMEX2 Delgadillo Jauregui, Maria Elena 44008847
SCG ZMEX2 Delgadillo Oliva, Martha Alicia 44013548
SCG ZMEX2 Delgadillo Perez, Miriam Lizette 44013634
SCG ZMEX2 Delgadillo Trillo, Gabriela 44011802
SCG ZMEX2 Delgado Jimenez, Maria Del Socorro 44011566
SCG ZMEX2 Delgado Lizalde, Leticia 44007913
SCG ZMEX2 Delgado Manzano, Alfredo 44007795
SCG ZMEX2 Delgado Moreno, Jose 44010873
SCG ZMEX2 Delgado Moreno, Judith 44012281
SCG ZMEX2 Delgado Moreno, Leonor 44010129
SCG ZMEX2 Delgado Moreno, Maria Santos 44007370
SCG ZMEX2 Diaz Alvarado, Alberto 44012234
SCG ZMEX2 Diaz Cisneros, Aurora 44006038
SCG ZMEX2 Diaz Cruz, Gaudencia 44011033
SCG ZMEX2 Diaz Cruz, Ma. Teresa 44007230
SCG ZMEX2 Diaz De Leon Rodriguez, Yadira 44012241
SCG ZMEX2 Diaz Guzman, Ma. Dolores 44009694
SCG ZMEX2 Diaz Nunez, Yolanda 44011227
SCG ZMEX2 Diaz Piedra, Ma. Del Carmen 44011519
SCG ZMEX2, Diaz Reynaga, Daniel 44008368
SCG ZMEX2 Diaz Salazar, Ma. Ines 44011165
SCG ZMEX2 Diaz Zuniga, Ma. Magdalena 44006461
SCG ZMEX2 Dipp Barraza, Jose Ramon 44008081
SCG ZMEX2 Dominguez Castellanos, Adriana 44011993
SCG ZMEX2 Dominguez Ramirez, Jorge Alberto 44006188
SCG ZMEX2 Dominguez Villalobos, Lucio 44011427
SCG ZMEX2 Duarte Rodriguez, Raul 44011601
SCG ZMEX2 Duenas Navarro, Jose Juan 44011061
SCG ZMEX2 Duenas Robles, Emma Yolanda 44008380
SCG ZMEX2 Duenas Zendejas, Jorge 44011399
103
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Duran Aceves, Jorge Arturo 44011877
SCG ZMEX2 Duran Lopez, Ma. Luisa 44009825
SCG ZMEX2 Duran Rivera, Ramona 44012463
SCG ZMEX2 Echeagaray Camacho, Gerardo 44013693
SCG ZMEX2 Encarnacion Robles, Omar Alfredo 44013779
SCG ZMEX2 Enciso Carranza, Patricia Guadalupe 44010611
SCG ZMEX2 Erinquez Castro, Luis Gabriel 44011220
SCG ZMEX2 Escobar Avalos, Martha 44006740
SCG ZMEX2 Escobar Rodriguez, Juan Gabriel 44013584
SCG ZMEX2 Escobedo Magallon, Ignacio 44009945
SCG ZMEX2 Esparza Martinez, Gabriela 44010401
SCG ZMEX2 Esparza Villegas- Fausto Enrique 44010449
SCG ZMEX2 Espejo Reyes, Antonio 44012513
SCG ZMEX2 Espinosa Sanchez, Victor 44012303
SCG ZMEX2 Espinoza Cordoba, Guadalupe 44010354
SCG ZMEX2 Espinoza Lopez, Isela Margarita 44011101
SCG ZMEX2 Esquivel Ramirez, Saul 44009820
SCG ZMEX2 Esquivel Zambrano, Ana Bertha 44012245
SCG ZMEX2 Estrada Ascanio, Olga Lilia 44012525
SCG ZMEX2 Estrada Esparza, Beatriz 44009522
SCG ZMEX2 Estrada Lemus, Catalina 44011080
SCG ZMEX2 Estrada Rodriguez, Martha 44010587
SCG ZMEX2 Estrada Sanchez, Patricia 44010445
SCG ZMEX2 Estrada Viveros, Jose Carlos 44012435
SCG ZMEX2 Estrella Delgado, Ana Rosa 44006153
SCG ZMEX2 Fanas Herrera, Ana Gabriela 44010106
SCG ZMEX2 Farias Campos, Maria Cruz 44011456
SCG ZMEX2 Fausto Camacho, Bernardo 44010811
SCG ZMEX2 Fausto Haro, Ricardo 44011735
SCG ZMEX2 Felix Valdez, Amelia 44009649
SCG ZMEX2 Fernandez Zuniga, Ma. Floripis 44012035
SCG ZMEX2 Fernandez Alzaga, Roberto De Jesus 44012517
SCG ZMEX2 Fernandez Palacios, Ma. Esther 44011916
SCG ZMEX2 Fernandez Zuniga, Jose Francisco 44013715
SCG ZMEX2 Fierro Chacon, Martha Jaqueline 44012577
SCG ZMEX2 Fierros Ortiz, Jose Luis 44002981
SCG ZMEX2 Figueroa Becerra, Dolores 44011331
SCG ZMEX2 Flandez Flores, Victor Eduardo 44012181
104
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Flores Arias, Jose Antonio 44011373
SCG ZMEX2 Flores Carranza, Jose Aurelio 44013724
SCG ZMEX2 Flores Casillas, Ma. Silvia 44008266
SCG ZMEX2 Flores Cervera, Veronica 44006007
SCG ZMEX2 Flores De La Cruz, Andrea 44001357
SCG ZMEX2 Flores Diaz, Juana 44007022
SCG ZMEX2 Flores Gonzalez, Elvira 44007570
SCG ZMEX2 Flores Gonzalez, Olga 44009280
SCG ZMEX2 Flores Hernandez, Olivia 44010270
SCG ZMEX2 Flores Lopez, Blanca Elizabeth 44012510
SCG ZMEX2 Flores Mercado, Jose Guadalupe 44008526
SCG ZMEX2 Flores Mercado, Ma. Gloria 44006633
SCG ZMEX2 Flores Mercado, Maria Roberta 44011408
SCG ZMEX2 Flores Mercado, Pablo 44009546
SCG ZMEX2 Flores Miranda, Carmen Lucia 44009019
SCG ZMEX2 Flores Pozos, Rosa Maria 44012410
SCG ZMEX2 Flores Pozos, Salvador 44003676
SCG ZMEX2 Flores Preciado, Jorge 44007501
SCG ZMEX2 Flores Reynaga, Martha Aide Soledad 44012551
SCG ZMEX2 Flores Rios, Jorge Luis 44012611
SCG ZMEX2 Flores Suarez, Cristina 44008827
SCG ZMEX2 Flores Suarez, Patricia 44011820
SCG ZMEX2 Flores Venegas, Ana Maria 44005435
SCG ZMEX2 Francisco Hermosillo, Sebastian 44012198
SCG ZMEX2 Franco Arvizu, Maria Guadalupe 44012205
SCG ZMEX2 Franco Flores, Jose Cristobal 44004202
SCG ZMEX2 Franco Montes, Maria Udulia 44012271
SCG ZMEX2 Franco Rodriguez, Ma. Gregoria 44008255
SCG ZMEX2 Franco Toledo, Claudia 44009842
SCG ZMEX2 Frausto Martinez, Sandra Cecilia 44012584
SCG ZMEX2 Frias Contreras, Ma. Concepcion 44006723
SCG ZMEX2 Frias Contreras, Maria Leticia 44012094
SCG ZMEX2 Frias Gonzalez, Sanon 44009773
SCG ZMEX2 Fuentes Calderon, Gerardo 44009200
SCG ZMEX2 Fuentes Cardona, Aaron Muriel 44008779
SCG ZMEX2 Galaviz Navarro, Enrique 44011778
SCG ZMEX2 Galaviz Navarro, Ma. De La Luz 44008318
SCG ZMEX2 Galaviz Navarro, Ma. Guadalupe Del 44010306
105
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Galaviz Navarro, Martha 44008362
SCG ZMEX2 Galicia Hernandez, Maria Teresa 44011075
SCG ZMEX2 Galindo Monreal, Ma. Elena 44011972
SCG ZMEX2 Gallardo Jaramillo, Maria Isabel 44007873
SCG ZMEX2 Gallegos Mendez, Luis Enrique 44013776
SCG ZMEX2 Gallegos Zepeda, Elias 44010484
SCG ZMEX2 Gallo Silva, Rosa Maria 44003240
SCG ZMEX2 Galvan Gonzalez, Ricardo 44010540
SCG AZO1 Gamez Sanchez, Amilcar Barcar 44010662
SCG ZMEX2 Garcia Aguilar, Nicolas 44008118
SCG ZMEX2 Garcia Angulo, Veronica Adriana 44011138
SCG ZMEX2 Garcia Banuelos, Alejandro 44011911
SCG ZMEX2 Garcia Benitez, Maria Luisa Filomena 44011433
SCG ZMEX2 Garcia Caudillo, Blanca Angelica 44012324
SCG ZMEX2 Garcia Cisneros, Jorge Ismael 44011641
SCG ZMEX2 Garcia Escobedo, Catalina 44008330
SCG ZMEX2 Garcia Frutos, Juan Manuel 44008564
SCG ZMEX2 Garcia Gomez, Maria Concepcion 44013770
SCG ZMEX2 Garcia Gomez, Miguel Angel 44006090
SCG ZMEX2 Garcia Gutierrez, Maria Guadalupe 44008988
SCG ZMEX2 Garcia Hernandez, Alejandro 44013651
SCG ZMEX2 Garcia Hernandez, Bertha 44005188
SCG ZMEX2 Garcia Herrera, Maria Gabriela 44012338
SCG ZMEX2 Garcia Huerta, Maria Dolores 44012423
SCG ZMEX2 Garcia Jimenez, Hilda Maira 44012220
SCG ZMEX2 Garcia Jimenez, Ma. De Lourdes 44013763
SCG ZMEX2 Garcia Limon, Irma 44008079
SCG ZMEX2 Garcia Lugo, Luis Alberto 44011733
SCG ZMEX2 Garcia Martinez, Consuelo 44008412
SCG ZMEX2 Garcia Mercado, Leoncio 44013736
SCG ZMEX2 Garcia Mercado, Ma. Concepcion 44012032
SCG ZMEX2 Garcia Montoya, Dionisia 44006606
SCG ZMEX2 Garcia Munoz, Salvador 44013719
SCG ZMEX2 Garcia Orozco, Martha Gabriela 44010810
SCG ZMEX2 Garcia Paez, Maria Del Carmen 44011587
106
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Garcia Palacios, Olivia Magaly 44013760
SCG ZMEX2 Garcia Patlan, Ma. Cristina 44008089
SCG ZMEX2 Garcia Pescador, Gilberto 44004360
SCG ZMEX2 Garcia Ramirez, Maria Elena 44012592
SCG ZMEX2 Garcia Reyes, Armando 44010500
SCG ZMEX2 Garcia Rivas, Ma. De Los Angeles 44009920
SCG ZMEX2 Garcia Romero, Antonio 44012005
SCG ZMEX2 Garcia Romero, Maria Elena 44008669
SCG ZMEX2 Garcia Romero, Veronica 44012554
SCG ZMEX2 Garcia Rufin, Victoria 44010396
SCG ZMEX2 Garcia Ruiz, Bernardino 44006685
SCG ZMEX2 Garcia Sagrero, Ma. De Jesus 44007849
SCG ZMEX2 Garcia Sanchez, Rafael 44012161
SCG ZMEX2 Garcia Sandoval, Amelia 44008635
SCG ZMEX2 Garcia Saucedo, Martha Alicia 44012509
SCG ZMEX2 Garcia Soucedo, Blanca Elizabeth 44012317
SCG ZMEX2 Garcia Suarez, Jorge 44011985
SCG ZMEX2 Garcia Zamudio, Teresa 44004575
SCG ZMEX2 Garza Garcia, Martha Elisa 44009695
SCG ZMEX2 Garza Jara, Bertha Patricia 44013795
SCG ZMEX2 Gaspar Mata, Martha Irene 44011906
SCG ZMEX2 Gazcon Jasso, Maria Juana 44008179
SCG ZMEX2 Geronimo Cruz, Leticia 44008163
SCG ZMEX2 Godinez Montes, Irma Yolanda 44011658
SCG ZMEX2 Godinez Ramirez, Miriam Sujei 44012370
SCG ZMEX2 Godinez, Ma. Gloria 44007302
SCG ZMEX2 Gomez Camberos, Enrique 44010733
SCG ZMEX2 Gomez Cortez, Victor Manuel 44001602
SCG ZMEX2 Gomez Delgadillo, Veronica 44011099
SCG ZMEX2 Gomez Diaz, Irma Guadalupe 44005148
SCG ZMEX2 Gomez Gomez, Maritza 44013632
SCG ZMEX2 Gomez Gonzalez, Laura Olivia 44008482
SCG ZMEX2 Gomez Hernandez, Guadalupe 44005043
SCG ZMEX2 Gomez Hernandez, Irene 44012462
SCG ZMEX2 Gomez Moreno, Dolores Maricruz 44006897
SCG ZMEX2 Gomez Munoz, Rocio De Lourdes 44009427
SCG ZMEX2 Gomez Plascencia, Blanca De Fatima 44012349
SCG ZMEX2 Gomez Rocha, Maria Elena 44005994
SCG ZMEX2 Gomez Santos, Ramon 44009196
SCG ZMEX2 Gomez Vera, Liliana Araceli 44013777
SCG ZMEX2 Gomez Villasenor, Ma. Del Consuelo 44006889
107
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Gonzalez Alvarez, Maria De Jesus 44012467
SCG ZMEX2 Gonzalez Alvarez, Maricela 44012590
SCG ZMEX2 Gonzalez Arauz, Sergio Fernando 44010580
SCG ZMEX2 Gonzalez Cerrillo, Alejandro 44013697
SCG ZMEX2 Gonzalez Chavez, Marcial 44012028
SCG ZMEX2 Gonzalez Espinoza, Margarita 44009435
SCG ZMEX2 Gonzalez Estrada, Maria Del Pilar 44012630
SCG ZMEX2 Gonzalez Flores, Andrea Margarita 44011044
SCG ZMEX2 Gonzalez Flores, Margarita 44012519
SCG ZMEX2 Gonzalez Franco, Ernesto 44010348
SCG ZMEX2 Gonzalez Galindo, Maria De Jesus 44012342
SCG ZMEX2 Gonzalez Garcia, Rosa Remedios 44007471
SCG ZMEX2 Gonzalez Jimenez, Carmen Patricia 44009411
SCG ZMEX2 Gonzalez Luna, Ma. De Jesus 44011386
SCG ZMEX2 Gonzalez Marquez, Pedro 44011734
SCG ZMEX2 Gonzalez Martin, Bertha Leticia 44005972
SCG ZMEX2 Gonzalez Mercado, Martha Elena 44013796
SCG ZMEX2 Gonzalez Meza, Ma. De Jesus 44007417
SCG ZMEX2 Gonzalez Moya, Maria Del Rosario 44011724
SCG ZMEX2 Gonzalez Munoz, Gabriel Felipe 44013679
SCG ZMEX2 Gonzalez Munoz, Martha 44007391
SCG ZMEX2 Gonzalez Pulido, Arturo 44011423
SCG ZMEX2 Gonzalez R. De Leon, Jose Guadalupe 44013720
SCG ZMEX2 Gonzalez Ramirez, Sandra Maria 44012481
SCG ZMEX2 Gonzalez Ramos, Carmen Emilia 44012636
SCG ZMEX2 Gonzalez Ramos, Miguel Angel 44013782
SCG ZMEX2 Gonzalez Renteria, Raquel Elizabeth 44013788
SCG ZMEX2 Gonzalez Reyes, Silvia Yolanda 44012100
SCG ZMEX2 Gonzalez Rodriguez, Maria Guadalupe 44008848
SCG ZMEX2 Gonzalez Romero, Rosa Maria 44012240
SCG ZMEX2 Gonzalez Saldivar, Sandra L 44013772
108
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Gonzalez Vazquez, Ma. Cristina 44008350
SCG ZMEX2 Gordo Perez, Jose Luis 44012437
SCG ZMEX2 Govea Carranza, Eduardo 44012578
SCG ZMEX2 Granados Almazan, Maribel 44012381
SCG ZMEX2 Granados Rodriguez, Benigno 44003986
SCG ZMEX2 Grave Prado, Jesus Hector 44011498
SCG ZMEX2 Gudino Juarez, Ma De Lourdes 44011704
SCG ZMEX2 Gudino Miramontes, Armando Jesus 44011321
SCG ZMEX2 Guerra Mungula, Jose De Jesus 44010760
SCG ZMEX2 Guerrero Duenas, Guillermina 44011997
SCG ZMEX2 Guerrero Huerta, Ma. Guadalupe 44011196
SCG ZMEX2 Guerrero Medina, Maria Dolores 44013618
SCG ZMEX2 Guerrero Morales, Antonia 44012010
SCG ZMEX2 Guerrero Rodriguez, Patricia 44008268
SCG ZMEX2 Guerrero Santana, Raul Omar 44013748
SCG ZMEX2 Gurrola Arevalo, Claudia 44011049
SCG ZMEX2 Gutierrez Barraza Carlos Ernesto 44012353
SCG ZMEX2 Gutierrez Cardenas, Jesus Carlos 44008165
SCG ZMEX2 Gutierrez Casillas Rosalba 44011094
SCG ZMEX2 Gutierrez Chavarin, Norma Alicia 44011687
SCG ZMEX2 Gutierrez Flores, Jose Jorge 44009255
SCG ZMEX2 Gutierrez Gallegos, Juan Manuel 44013640
SCG ZMEX2 Gutierrez Gomez, Ma. Evangelina 44009703
SCG ZMEX2 Gutierrez Gonzalez, Martha Esperanza 44007939
SCG ZMEX2 Gutierrez Gutierrez, Rigoberto 44010030
SCG ZMEX2 Gutierrez Jaime, Ana Luisa 44013768
SCG ZMEX2 Gutierrez Jaime, Raquel 44011229
SCG ZMEX2 Gutierrez Ramirez, Maricela 44012180
SCG ZMEX2 Gutierrez Reyes, Mercedes 44010491
SCG ZMEX2 Gutierrez Salas, Gustavo 44012604
SCG ZMEX2 Gutierrez Sandoval, Angelica Maria 44011672
SCG ZMEX2 Gutierrez Sandoval, Daniel 44012414
SCG ZMEX2 Gutierrez Vera, Norma Leticia 44013671
SCG ZMEX2 Gutierrez Yanez, Maria Teresa 44012594
SCG ZMEX2 Gutierrez Yanez, Ricardo 44006792
SCG ZMEX2 Gutierrez Zaragoza, Omar Alejandro 44013555
109
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Gutierrez Zermenio, Jesus 44011028
SCG ZMEX2 Gutierrez, Laura 44010909
SCG ZMEX2 Guzman Cruz, Heriberto 44012362
SCG ZMEX2 Guzman Iniguez, Lucia 44009264
SCG ZMEX2 Guzman Iniguez, Ma. Del Carmen 44011642
SCG ZMEX2 Guzman Martinez, Ma. Cristina 44005782
SCG ZMEX2 Guzman Martinez, Maria Mercedes 44011980
SCG ZMEX2 Guzman Meza, Acelia 44005142
SCG ZMEX2 Guzman Parra Alvarez, Daniel 44009413
SCG ZMEX2 Guzman Saldana, Jorge 44012603
SCG ZMEX2 Guzman Saldana, Martha 44008246
SCG ZMEX2 Guzman Tornero, Maria Guadalupe 44009107
SCG ZMEX2 Guzman Tornero, Rosa Elena 44009129
SCG ZMEX2 Haro Molina, Delia 44010213
SCG ZMEX2 Haro Molina, Irma 44012203
SCG ZMEX2 Haro Reyes, Manuel Maximiliano 44007352
SCG ZMEX2 Hermosillo Cardona, Maria De Jesus 44008116
SCG ZMEX2 Hermosillo Diaz, Alejandro 44013743
SCG ZMEX2 Hermosillo Rivera, Raquel 44008531
SCG ZMEX2 Hernandez Aguilar, Susana 44009686
SCG ZMEX2 Hernandez Aleman, Raul 44012627
SCG ZMEX2 Hernandez Alvarez, Araceli 44012564
SCG ZMEX2 Hernandez Anguiano, Graciela 44008088
SCG ZMEX2 Hernandez Anguiano, Irma Leticia 44012183
SCG ZMEX2 Hernandez Anguiano, Ma. Concepcion 44008192
SCG ZMEX2 Hernandez Barajas, Maria De Jesus 44012314
SCG ZMEX2 Hernandez Barajas, Teresa De Jesus 44012084
SCG ZMEX2 Hernandez Carvajal, Luis Alfonso 44009994
SCG ZMEX2 Hernandez Casas, Juana 44006956
SCG ZMEX2 Hernandez Chavira, Sonia Belen 44007696
SCG ZMEX2 Hernandez Delgadillo, Laura Olivia 44011700
SCG ZMEX2 Hernandez Delgadillo, Silvia 44007512
SCG ZMEX2 Hernandez Diaz, Ma. Magdalena 44008196
SCG ZMEX2 Hernandez Diaz, Salvador 44007176
SCG ZMEX2 Hernandez Escobedo, Myrna Angelica 44011537
110
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Hernandez Garcia, Guillermo 44010114
SCG ZMEX2 Hernandez Garcia, Rocio Valeria 44012274
SCG ZMEX2 Hernandez Gomez, Ma. Del Carmen 44006132
SCG ZMEX2 Hernandez Hernandez, Sandra Rosalia 44012045
SCG ZMEX2 Hernandez Ibarra, Silvia 44008509
SCG ZMEX2 Hernandez Ledezma. Carmen 44011936
SCG ZMEX2 Hernandez Lopez, Francisco De Jesus 44012016
SCG ZMEX2 Hernandez Lopez, Juan Manuel 44006178
SCG ZMEX2 Hernandez Montes, Rosa Ines 44012487
SCG ZMEX2 Hernandez Nunez, Gerardo 44013806
SCG ZMEX2 Hernandez Nunez, Maria Guadalupe 44011226
SCG ZMEX2 Hernandez Palomino, Petra 44005619
SCG ZMEX2 Hernandez Palomino, Silvia 44008956
SCG ZMEX2 Hernandez Perez, David Luis 44012231
SCG ZMEX2 Hernandez Perez, Oscar Alejandro 44003979
SCG ZMEX2 Hernandez Rodriguez, Flavio 44011319
SCG ZMEX2 Hernandez Rodriguez, Isaias 44010693
SCG ZMEX2 Hernandez Rojas, Laura Elena 44012624
SCG ZMEX2 Hernandez Ruiz, Rosa Maria 44007580
SCG ZMEX2 Hernandez Sanchez, Carlos Alberto 44011500
SCG ZMEX2 Hernandez Vazquez, Maria Martina 44012595
SCG ZMEX2 Hernandez Vazquez, Susana 44012110
SCG ZMEX2 Hernandez Venegas, Ma. Angeles 44011248
SCG ZMEX2 Hernandez Venegas, Maria Del Carmen 44009419
Hernandez Villanueva, Karina
SCG ZMEX2 Margarita 44011909
SCG ZMEX2 Hernandez Villanueva, Maria Guadalupe 44011699
SCG ZMEX2 Hernandez Villanueva, Ricardo 44011754
SCG ZMEX2 Hernandez Zamora, Leticia 44010753
SCG ZMEX2 Hernandez Zamora, Yolanda 44010275
SCG ZMEX2 Herrera Bibriesca, Mana De Jesus 44013645
SCG ZMEX2 Herrera Herrera, Maria De La Cruz 44008095
SCG ZMEX2 Herrera Valdez, Manuel 44009194
111
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Hinojosa Manzo, Margarita 44011702
SCG ZMEX2 Hoffman, Michael J 44013741
SCG ZMEX2 Huerta Orozco, Alfonso 44007246
SCG ZMEX2 Huerta Prudencio, Maria Magdalena 44008771
SCG ZMEX2 Huerta Ramirez, Laura Susana 44011414
SCG ZMEX2 Huerta Ruiz, Martha Genoveva 44010295
SCG ZMEX2 Huitron Yorba, Leopoldo Francisco 44013778
SCG ZMEX2 Huizar De La Torre, Valentina 44004241
SCG ZMEX2 Ibanez Camarena, Victor Daniel 44010098
SCG ZMEX2 Ibarra Banuelos, Lucia 44012549
SCG ZMEX2 Ibarra Calzada, Nicolasa 44012288
SCG ZMEX2 Ibarra Casillas, Francisco Gadalupe 44012586
SCG ZMEX2 Ibarra Casillas, Rosa Maria 44007550
SCG ZMEX2 Ibarra Mendez, Javier Francisco 44010741
SCG ZMEX2 Iberri Gonzalez, Jose Carlos 44013745
SCG ZMEX2 Illan Santiago, Elvira 44009963
SCG ZMEX2 Iniguez Distancia, Maricela 44012026
SCG ZMEX2 Iniguez Vizcarra, Alberto 44011957
SCG ZMEX2 Jaime Perez, Raul 44011287
SCG ZMEX2 Jaramillo Castellano, Jose Luis 44002788
SCG ZMEX2 Jaramillo Martinez, Clara 44012273
SCG ZMEX2 Jauregui Gonzalez, Avelina 44004989
SCG ZMEX2 Jaurequi Aceves Ricardo 44011827
SCG ZMEX2 Jimenez Arevalo, Jose De Jesus 44011389
SCG ZMEX2 Jimenez Arias David 44013611
SCG ZMEX2 Jimenez Campos, Luis Enrique 44012440
SCG ZMEX2 Jimenez Diaz, Claudia M 44011452
SCG ZMEX2 Jimenez Douriet, Agustin 44011322
SCG ZMEX2 Jimenez Enriquez, Brenda Dinorath 44012083
SCG ZMEX2 Jimenez Garcia, Maria Concepcion 44008817
SCG ZMEX2 Jimenez Gopar, Ma. De Lourdes Itzel 44013587
SCG ZMEX2 Jimenez Herrera, Maria Del Carmen 44007128
SCG ZMEX2 Jimenez Jimenez, Hada Cristina 44013557
SCG ZMEX2 Jimenez Jimenez, Rosalba 44009262
SCG ZMEX2 Jimenez Martinez, Martha Margarita 44010739
SCG ZMEX2 Jimenez Mendoza Elvira 44009530
SCG ZMEX2 Jimenez Mendoza Sonia Margarita 44010249
112
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Jimenez Perez Teresa 44013644
SCG ZME,X2 Jimenez Rodriguez, Edgar 44013808
SCG ZMEX2 Jiral Hernandez, Ceferina 44005490
SCG ZMEX2 Joya Diaz Malaquias 44010124
SCG ZMEX2 Juarez Castillo, Rafaela 44006851
SCG ZMEX2 Juarez Castro, Claudia 44011939
SCG ZMEX2 Juarez Castro, Juana 44008135
SCG ZMEX2 Juarez Laredo, Juan Oscar 44006088
SCG ZMEX2 Juarez Mendoza, Roberto 44004087
SCG ZMEX2 Juarez Mendoza, Teresa 44011613
SCG ZMEX2 Juarez Olguin, Arturo 44013781
SCG ZMEX2 Kortright Barreras, Felipe De Jesus 44013601
SCG ZMEX2 Lagunas Hernandez, Blanca Esthela 44012178
SCG ZMEX2 Lara Ascorra, Alejandro 44013691
SCG ZMEX2 Lara Gaytan, Moises 44012300
SCG ZMEX2 Lara Magana, Dora Maria 44013807
SCG ZMEX2 Lara Magana, Liliana 44012550
SCG ZMEX2 Larios Avalos, Teresa 44005981
SCG ZMEX2 Larios Bolanos, Jose Luis 44004300
SCG ZMEX2 Larios Castaneda, Ma. Teresa 44010210
SCG ZMEX2 Larios Soto, Maria Elena 44010438
SCG ZMEX2 Leal Reyes, Micaela 44008427
SCG ZMEX2 Leanios Gonzalez, Horacio 44004616
SCG ZMEX2 Leanos Alvarez, Armida 44008344
SCG ZMEX2 Ledezma Velazquez, Araceli 44011236
SCG ZMEX2 Ledezma Y Guzman, Salomon 44005717
SCG ZMEX2 Leon Cisneros, Angelica Leticia 44013707
SCG ZMEX2 Leon Vargas, Maria De Lourdes 44012206
SCG ZMEX2 Leon Vargas, Maria Esther 44010840
SCG ZMEX2 Leon Vargas, Monica 44011125
SCG ZMEX2 Leonardo Navarro, Rosa 44007403
SCG ZMEX2 Leos Juarez, Juana 44008280
SCG ZMEX2 Leos Juarez, Ma. Elena 44008354
SCG ZMEX2 Lerena Buenrostro, Ofelia 44009488
SCG ZMEX2 Leyva Tapia, Rosa 44007365
SCG ZMEX2 Limon Mendez, Jose Luis 44002733
SCG ZMEX2 Linares Romero, Maria Guadalupe 44010953
SCG ZMEX2 Lizaola Alcantar, Veronica 44009754
SCG ZMEX2 Lobatos Rodriguez, Sofia 44010024
SCG ZMEX2 Loera Curiel, Maricela 44007290
SCG ZMEX2 Lomeli Cordova, Alicia 44010775
SCG ZMEX2 Lomeli Covarrubias, Arturo 44012323
SCG ZMEX2 Lomeli Covarrubias, Guillermo 44013662
113
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Lomeli Fernandez, Jorge Luis 44011992
SCG ZMEX2 Lomeli Jacobo, Felipe Santiago 44011513
SCG ZMEX2 Looez Mora Martha Patricia 44012620
SCG ZMEX2 Lopez Aguilar, Hector Raul 44012408
SCG ZMEX2 Lopez Arias, Maricela 44012012
SCG ZMEX2 Lopez Camacho, Guillermo 44012040
SCG ZMEX2 Lopez Camargo, Alma Margarita 44013792
SCG ZMEX2 Lopez Campos, Francisca 44007753
SCG ZMEX2 Lopez Carbajal, Adriana 44012170
SCG ZMEX2 Lopez Cueva, Nora Josefina 44011819
SCG ZMEX2 Lopez Flores, Filiberto 44003774
SCG ZMEX2 Lopez Flores, Jorge Irineo 44006467
SCG ZMEX2 Lopez Fonseca, Ma De Lourdes 44011012
SCG ZMEX2 Lopez Garcia, Ana Lilia 44010845
SCG ZMEX2 Lopez Gomez, Maria De La Cruz 44009624
SCG ZMEX2 Lopez Gonzalez Ma De La Luz 44009684
SCG ZMEX2 Lopez Lopez, Ana Celina 44007921
SCG ZMEX2 Lopez Martinez, Ma Mercedes 44011941
SCG ZMEX2 Lopez Mercado, Andres 44012511
SCG ZMEX2 Lopez Mercado, Sergio Gabriel 44010759
SCG ZMEX2 Lopez Merito, Amparo 44011747
SCG ZMEX2 Lopez Monca, Monica 44013596
SCG ZMEX2 Lopez Mora Martha Patricia 44012620
SCG ZMEX2 Lopez Murillo, Yolanda 44009128
SCG ZMEX2 Lopez Osorio, Miguel Angel 44012518
SCG ZMEX2 Lopez Perez, Estela 44011251
SCG ZMEX2 Lopez Perez, Oscar Carlos 44009227
SCG ZMEX2 Lopez Plascencia, Ana Lucia 44012539
SCG ZMEX2 Lopez Ramos, Aurora 44006987
SCG ZMEX2 Lopez Romero, Gema Adriana 44011998
SCG ZMEX2 Lopez Ruiz, Karla Paola 44012371
SCG ZMEX2 Lopez Sanchez, Jesus 44009214
SCG ZMEX2 Lopez Silva, Nora Araceli 44008784
SCG ZMEX2 Lopez Velasco, Francisca 44005914
SCG ZMEX2 Lopez Zamora, Maria Del Socorro 44005958
SCG ZMEX2 Lopez Zuniga, Teresa 44005841
SCG ZMEX2 Lopez, Martha Elena 44009710
SCG ZMEX2 Lora Alegria, Maria Leticia 44012121
SCG ZMEX2 Lora Azcorra, Gabriel 44012434
SCG ZMEX2 Lorenzana Ojeda, Alicia 44008710
SCG ZMEX2 Loreto Torres, Martin 44006102
114
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Lozano Bustos, Maria De Lourdes 44012306
SCG ZMEX2 Lozoya Lopez, Raul 44013561
SCG ZMEX2 Lugo Gurrola, Norma Celina 44006028
SCG ZMEX2 Lugo Morales, Judith 44011030
SCG ZMEX2 Luna Cardona, Ana Lilia 44013553
SCG ZMEX2 Luna Lopez, Irma 44011867
SCG ZMEX2 Macias Jimenez, Arcadio 44007581
SCG ZMEX2 Macias Jimenez, Arturo 44011023
SCG ZMEX2 Macias Llamas, Angelica 44011467
SCG ZMEX2 Macias Mata, Maria De Jesus 44011517
SCG ZMEX2 Macias Santos, Teresa 44013759
SCG ZMEX2 Maciel Villanueva, Maria Eugenia 44004896
SCG ZMEX2 Madera Cruz, Maria Elena 44012366
SCG ZMEX2 Madera Vargas, Gregorio 44013549
SCG ZMEX2 Madera Vargas, Leticia 44012256
SCG ZMEX2 Madera Vargas, Maria Estela 44013722
SCG ZMEX2 Madrigal Contreras, Martin Jorge 44005632
SCG ZMEX2 Madrigal Morfin, Luis Benjamin 44005149
SCG ZMEX2 Magana Flores, Catalina 44006563
SCG ZMEX2 Magana Godoy, Carlos Alberto 44011959
SCG ZMEX2 Magana Godoy, Eva 44011431
SCG ZMEX2 Magdaleno Matamoros, Silvia Jessica 44013805
SCG ZMEX2 Mancilla Arechiga, David 44008619
SCG ZMEX2 Mancilla Avila, Alejandra 44011811
SCG ZMEX2 Mancilla Avila, Leticia 44011917
SCG ZMEX2 Mancilla Avila, Monica 44011751
SCG ZMEX2 Mancilla Baez, Maria De Jesus 44012249
SCG ZMEX2 Mancilla Escareno, Maria Magdalena 44011757
SCG ZMEX2 Mancilla Mujica, Juan Jose 44008449
SCG ZMEX2 Manzo Granados, Arturo 44012217
SCG ZMEX2 Marin Hernandez, Hector Rene 44011176
SCG ZMEX2 Mariscal Rodriguez, Alejandro 44012392
SCG ZMEX2 Marlinez Vega, Martha Patricia 44011921
SCG ZMEX2 Marquez Alcocer, Hector 44013705
SCG ZMEX2 Marquez Balderas, Hector 44010996
SCG ZMEX2 Marquez Balladarez, Maria Miriam 44012395
SCG ZMEX2 Marquez Gutierrez, Maria Adriana 44012086
SCG ZMEX2 Marquez Guzman, Laura 44007280
SCG ZMEX2 Marquez Hernandez, Marthe E. 44005028
115
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Marquez Martinez, Ilse Ma Margarita 44012315
SCG ZMEX2 Marquez Orozco, Blanca Margarita 44004975
SCG ZMEX2 Marquez Rodrigo, Juan Esteban 44003332
SCG ZMEX2 Marquez Valladares, Ma Soledad 44007306
SCG ZMEX2 Marron Reynaga, Obdulia 44011666
SCG ZMEX2 Marron Reynaga, Teresa 44011976
SCG ZMEX2 Marshall, Gregory 44012080
SCG ZMEX2 Martin Del Campo Torres, Isidora 44005916
SCG ZMEX2 Martin Orozco, Ma Teresa De Jesus 44011046
SCG ZMEX2 Martinez Almaraz, Elda Gertrudis 44003698
SCG ZMEX2 Martinez Arias, Guillermo 44009643
SCG ZMEX2 Martinez Arriero, Paola Adanely 44012608
SCG ZMEX2 Martinez Becerra, Leticia 44011335
SCG ZMEX2 Martinez Calzada, Ana Maria 44009341
SCG ZMEX2 Martinez Calzada, Esperanza 44010425
SCG ZMEX2 Martinez Calzada, Magdalena 44008783
SCG ZMEX2 Martinez Calzada, Virginia 44009272
SCG ZMEX2 Martinez Camarena, Ma. Teresa 44006647
SCG ZMEX2 Martinez Carreon, Febe 44001446
SCG ZMEX2 Martinez Casas, Guillermina Patric 44009490
SCG ZMEX2 Martinez Chavez, Rogelio 44010886
SCG ZMEX2 Martinez Cortes, Jose Carlos 44010121
SCG ZMEX2 Martinez Gamboa, Ma. Guadalupe 44005009
SCG ZMEX2 Martinez Gonzalez, Soledad 44008828
SCG ZMEX2 Martinez Hernandez, Maria De Lourdes 44010097
SCG ZMEX2 Martinez Hernandez, Rocio 44012638
SCG ZMEX2 Martinez Jazmin, Eduardo Rufino 44010394
SCG ZMEX2 Martinez Juarez, Juana 44008913
SCG ZMEX2 Martinez Limon, Juana Gloria 44005692
SCG ZMEX2 Martinez Limon, Ma. De Lourdes 44009320
SCG ZMEX2 Martinez Mecalco, Margarita 44013789
SCG ZMEX2 Martinez Navarro, Dolores 44006565
SCG ZMEX2 Martinez Navarro, Sergio Gustavo 44008453
116
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Martinez Nunez, Rosa Maria 44005870
SCG ZMEX2 Martinez Pozos, Sergio Rigoberto 44005274
SCG ZMEX2 Martinez Renteria, Maria Luisa 44011813
SCG ZMEX2 Martinez Rico, Rosa 44011238
SCG ZMEX2 Martinez Rodriguez, Adan Hilario 44011755
SCG ZMEX2 Martinez Rodriguez, David Fidel 44013717
SCG ZMEX2 Martinez Rodriguez, Margarita 44008763
SCG ZMEX2 Martinez Ruvalcaba, Maria Dolores 44012194
SCG ZMEX2 Martinez Sanchez, Irene 44011089
SCG ZMEX2 Martinez Sanchez, Maria 44012107
SCG ZMEX2 Martinez Solano, Silvino 44006619
SCG ZMEX2 Martinez Torres, Gabino 44005461
SCG ZMEX2 Martinez Vega, Martha 44011921
SCG ZMEX2 Martinez Villalobos, Aurelia 44012048
SCG ZMEX2 Martinez Virgen, Martha Leticia 44004189
SCG ZMEX2 Martinez,Miguel 44006912
SCG ZMEX2 Mateos Vazqez Jose 44009256
SCG ZMEX2 Mauleon Lee Miguel Angel 44011876
SCG ZMEX2 Maya Flores, Baldemar 44013698
SCG ZMEX2 Mayoral Moreno, Graciela 44010532
SCG ZMEX2 Mayorga Rodriguez Irma 44012126
SCG ZMEX2 Mayorga Rodriguez, Eva 44012163
SCG ZMEX2 Mayorquin, R_________ German 44010676
SCG ZMEX2 Medina Bustanza, Rebeca Ivon 44011963
SCG ZMEX2 Medina Carpic, Blanca Estela 44012561
SCG ZMEX2 Medina Gonzalez, Jaime Gabriel 44012225
SCG ZMEX2 Medina Legezma, Ma. Teresa 44010473
SCG ZMEX2 Medina Martinez, Jose Antonio 44011454
SCG ZMEX2 Medina Martinez, Martha Patricia 44013633
SCG ZMEX2 Medina Noguera, Maria de Jesus 44005153
SCG ZMEX2 Medina Ramirez, Juan Carlos 44009491
SCG ZMEX2 Medina Segovia, Luz Maria 44008101
SCG ZMEX2 Medina Zuniga, Martina 44010103
SCG ZMEX2 Medrano Navarro, Francisca 44008124
SCG ZMEX2 Medrano, Velasco Rosalba 44005769
SCG ZMEX2 Meha Perez Magna Leticia 44004706
SCG ZMEX2 Melchor Gomez, Maria De La Paz 44010854
SCG ZMEX2 Melchor Martinez Evangelina 44011478
117
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Melendrez, De La Rosa Javier Gustavo 44012572
SCG ZMEX2 Membrila Benavides, Jesus Ruben 44007060
SCG ZMEX2 Membrila Benavides, Jose Eduardo 44007750
SCG ZMEX2 Membrila Benavides, Pedro 44012430
SCG ZMEX2 Mendez Reyes, Francisco Javier 44011863
SCG ZMEX2 Mendez Rios, Amparo 44010647
SCG ZMEX2 Mendiola Macias, Maria De La Paz 44010857
SCG ZMEX2 Mendoza Alvarez, Alberto 44012070
SCG ZMEX2 Mendoza Donato, Ana Maria Irene 44008162
SCG ZMEX2 Mendoza Donato, Bertha Alicia 44006215
SCG ZMEX2 Mendoza Jimenez, Federico 44007503
SCG ZMEX2 Mendoza Ley, Susana 44011837
SCG ZMEX2 Mendoza Mercado, Irma Yolanda 44012380
SCG ZMEX2 Mendoza Ortiz, Ingrid Fabiola 44013674
SCG ZMEX2 Mendoza Rubio, Martha Celia 44010220
SCG ZMEX2 Mendoza Tinajero, Maria Del Rosario 44011409
SCG ZMEX2 Mendoza Valencia, Victor 44011337
SCG ZMEX2 Meneses Chavez, David 44013620
SCG ZMEX2 Meraz Mellado, Ma. De Los Angeles 44011975
SCG ZMEX2 Mercado Alvarado, Gabriela 44012261
SCG ZMEX2 Mercado Campos, Maria Del Carmen 44008806
SCG ZMEX2 Mercado Cisneros, Maria De Jesus 44011796
SCG ZMEX2 Mercado Cruz, Virginia 44011839
SCG ZMEX2 Mercado Limon, Irma Leticia 44006096
SCG ZMEX2 Mercado Lopez, Bertha Leticia 44002277
SCG ZMEX2 Mercado Ramirez, Estela 44008203
SCG ZMEX2 Mercado Ramirez, Guillermo 44004417
SCG ZMEX2 Mercado Sevilla, Jose Guadalupe 44004579
SCG ZMEX2 Mercado Sevilla, Juan 44003699
SCG ZMEX2 Meza Flores, Patricia 44013653
SCG ZMEX2 Meza Gonzalez, Juan Manuel 44013581
SCG ZMEX2 Meza Guzman, Francisco 44013786
SCG ZMEX2 Miramon Gonzalez, Bertha 44011156
SCG ZMEX2 Miramontes Arce, Margarita 44011228
SCG ZMEX2 Mojica Franco, Maria Del Carmen 44012502
118
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Molina Ramirez, Marcela 44006556
SCG ZMEX2 Mondragon Morales, Yolanda 44013659
SCG ZMEX2 Monteon Castillo, Herlinda 44009116
SCG ZMEX2 Monteon Castillo, Ma Isabel 44011007
SCG ZMEX2 Monteon Leos, Jose Martin 44010841
SCG ZMEX2 Montes Leon, Raul 44012169
SCG ZMEX2 Montoya Contreras, Leticia 44013764
SCG ZMEX2 Mora Gomez, Maria Lilia 44007579
SCG ZMEX2 Mora Gonzalez Maria Rosario 44011661
SCG ZMEX2 Mora Gutierrez, Panfila 44003143
SCG ZMEX2 Mora Lopez, Alejandro 44013775
SCG ZMEX2 Mora Partida Hector 44009447
SCG ZMEX2 Morales Diaz, Ana Maria 44012537
SCG ZMEX2 Morales Herrera, Rosario 44009079
SCG ZMEX2 Morales Jimenez, Juana 44010335
SCG ZMEX2 Morales Murillo, Jose De Jesus 44003839
SCG ZMEX2 Morales Pacheco, Cristina 44009313
SCG ZMEX2 Moran Barajas, Rosa Yolanda 44011518
SCG ZMEX2 Moreno Avina, Rosa Maria 44004560
SCG ZMEX2 Moreno Avina, Teresa 44006567
SCG ZMEX2 Moreno Gutierrez, Norma Brijida 44011447
SCG ZMEX2 Moreno Hagelsieb, Luis 44011875
SCG ZMEX2 Moreno Nava, Dolores 44011380
SCG ZMEX2 Moreno Nava, Teresa De Jesus 44013652
SCG ZMEX2 Moreno Razo, Elvia Rebeca 44013630
SCG ZMEX2 Moreno Razo, Veronica 44012120
SCG ZMEX2 Moreno Reynaga, Graciela 44008398
SCG ZMEX2 Moreno Rodriguez, Jose Sebastian 44012570
SCG ZMEX2 Moreno Valencia, Ana Maria 44008195
SCG ZMEX2 Morfin Otero, Juan 44012228
SCG ZMEX2 Mosqueda Espinoza, Alicia 44012318
SCG ZMEX2 Moyano Sanchez, Karoline 44013589
SCG ZMEX2 Munguia Aguilar, Jorge Alejandro 44008503
SCG ZMEX2 Muniz Bustos, Rodolfo 44008483
SCG ZMEX2 Muniz Romo, Luz Elena 44008314
SCG ZMEX2 Muniz Sandoval, Ruben 44011353
SCG ZMEX2 Munoz Garcia, Alberto 44004994
SCG ZMEX2 Munoz Ibarra, Ma. Guadalupe 44008497
SCG ZMEX2 Munoz Moncebaez, Consuelo 44009517
SCG ZMEX2 Munoz Rios, Hector Ascencion 44005953
SCG ZMEX2 Munoz Rios, Jose Arturo 44006181
SCG ZMEX2 Munoz Rios, Sergio Gilberto 44009411
5CG ZMEX2 Munoz Villegas, Jose Luis 44004235
SCG ZMEX2 Murillo Avila, Rosalina 44001880
SCG ZMEX2 Murillo Rosas, Olga Olivia 44008274
119
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Murillo Vazquez, Jaime 44012156
SCG ZMEX2 Naranjo Garcia, Rafaela 44006832
SCG ZMEX2 Naranjo Vergara, Maria Alejandra 44008535
SCG ZMEX2 Nava Sanchez, Gabriela 44013751
SCG ZMEX2 Navarro Galindo, Valentin 44004810
SCG ZMEX2 Navarro Hernandez, Monica Gabriela 44012480
SCG ZMEX2 Navarro Oceguera, Concepcion Liliana 44012193
SCG ZMEX2 Navarro Ortiz, Ana Laura 44013800
SCG ZMEX2 Navarro Paez, Luis Adrian 44013582
SCG ZMEX2 Navarro Paez, Ma. Eduwiges 44010172
SCG ZMEX2 Navarro Toscano, Gabriel 44008735
SCG ZMEX2 Navarro Villasante, Jorge 44013744
SCG ZMEX2 Neri Acosta, Antonio 44003898
SCG ZMEX2 Novoa Gutierrez, Maria Sonia 44011325
SCG ZMEX2 Nunez Guzman, Maria Victoria 44009636
SCG ZMEX2 Nunez Hernandez, Juana 44008233
SCG ZMEX2 Nunez Hernandez, Teresa 44007027
SCG ZMEX2 Nunez Martin Del Campo, Alfredo 44010221
SCG ZMEX2 Nunez Ortiz, Ma Del Refugio 44007152
SCG ZMEX2 Nunez Rivera, Rosa 44006717
SCG ZMEX2 Nunez Rodriguez, Claudia Lorena 44013802
SCG ZMEX2 Nunez Rodriguez, Maricela 44012556
SCG ZMEX2 Nunez San Roman, Mauricio Gabriel 44011400
SCG ZMEX2 Nungaray Valenzuela, Juan Cuauhtemoc 44011748
SCG ZMEX2 Nuno Estrada, Laura 44005182
SCG ZMEX2 Nuno Gutierrez, Ibrahim Essau 44013592
SCG ZMEX2 Nuno Hidalgo, Esperanza 44011328
SCG ZMEX2 Nuno Vazquez, Brenda Claudia 44012285
SCG ZMEX2 O'Henry Estrada, Laura Eugenia 44013604
SCG ZMEX2 Ocampo Sanchez, Susana 44012006
SCG ZMEX2 Ocegueda Abarca, Patricia 44011555
SCG ZMEX2 Ochoa Barreras, Ma. De Los Angeles 44011560
SCG ZMEX2 Ochoa Jaime Alfredo 44011348
SCG ZMEX2 Ochoa Jimenez, Catalina 44005225
SCG ZMEX2 Ochoa Ouezada, Adelaida Selene 44011115
SCG ZMEX2 Ochoa Zepeda, Alicia 44008816
SCG ZMEX2 Olivares Aguilera, Patricia 44009627
120
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Olivares Camarena, Josefina 44010240
SCG ZMEX2 Olivares Jimenez, Ma. Irma 44003805
SCG ZMEX2 Olivares Navarro Maria Guadalupe 44012529
SCG ZMEX2 Olivares Ruelas, Lorena 44008831
SCG ZMEX2 Olivas Silva, Guadalupe 44011527
SCG ZMEX2 Olivos Quiroz, Rosa Maria 44009285
SCG ZMEX2 Olmedo Reynaga, Juan Jose 44002048
SCG ZMEX2 Olmedo Reynaga, Lourdes Guadalupe 44008062
SCG ZMEX2 Olmedo Reynaga, Mario Alberto 44006074
SCG ZMEX2 Olmos Landin, Maria Del Carmen 44008856
SCG ZMEX2 Olmos Padilla, Juan Pablo 44013692
SCG ZMEX2 Olvera Hernandez, Arturo 44011270
SCG ZMEX2 Olvera Ochoa, Sergio Luis 44013703
SCG ZMEX2 Olvera Velasco, Martina 44011794
SCG ZMEX2 Omelas Avila, Isela 44012328
SCG ZMEX2 Omelas Espiritu, Ma. Luisa 44005306
SCG ZMEX2 Omelas Pinedo, Dolores Del Carmen 44007174
SCG ZMEX2 Ontiveros Padilla, Martha Elena 44009275
SCG ZMEX2 Onzaga Torres, Bertha 44008122
SCG ZMEX2 Orellana Rodriguez, Fernando 44008799
SCG ZMEX2 Orizaga Torres, Maria De Los Angeles 44012254
SCG ZMEX2 Oropeza Rodriguez, Juana Laura 44013773
SCG ZMEX2 Orozco Alvarado, Juan Manuel 44011078
SCG ZMEX2 Orozco Amaral, Cesar Oswaldo 44013585
SCG ZMEX2 Orozco Casarez, Roberto 44008341
SCG ZMEX2 Orozco Garcia, J. Jesus 44005078
SCG ZMEX2 Orozco Guerrero, Martha 44012598
SCG ZMEX2 Orozco Hernandez, Hector 44013648
SCG ZMEX2 Orozco Hernandez, Ma. Genoveva 44006640
SCG ZMEX2 Orozco Hernandez, Marisela 44011847
SCG ZMEX2 Orozco Ortega, Cecilia 44005813
SCG ZMEX2 Orozco Ortega, Hilaria 44011260
SCG ZMEX2 Orozco Vazquez, German 44009205
SCG ZMEX2 Ortega Garcia, Taurino 44004422
SCG ZMEX2 Ortega Gonzalez, Melisandra 44013655
SCG ZMEX2 Ortega Herrera, Claudia Elizabeth 44013702
SCG ZMEX2 Ortega Lopez, Rosa 44007846
SCG ZMEX2 Ortega Martinez, Blanca Estela 44005329
121
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Ortiz Baez, Laura Lorena 44011004
SCG ZMEX2 Ortiz Chavez, Ma. Dolores 44011615
SCG ZMEX2 Ortiz Corona, Maria Magdalena 44007613
SCG ZMEX2 Ortiz Moreno, Enrique Raul 44013614
SCG ZMEX2 Ortiz Romero, Cesar Adrian 44013688
SCG ZMEX2 Ortiz Soto, Ma. Laura 44008397
SCG ZMEX2 Osuna Padilla, Maria Elizabeth 44013753
SCG ZMEX2 Pacheco De LaTorre, Carlota 44005453
SCG ZMEX2 Pacheco Gonzalez, Oscar 44012613
SCG ZMEX2 Pacheco Gonzalez, Ricardo 44010565
SCG ZMEX2 Pacheco Rivera, Ma. Margarita 44006498
SCG ZMEX2 Padilla Garcia, Ana Rosa 44009652
SCG ZMEX2 Padilla Garcia, Ramon 44013568
SCG ZMEX2 Padilla Medina, Sara 44005982
SCG ZMEX2 Padilla Siurob, Jaime Rafael 44012495
SCG ZMEX2 Palafox Garcia, David 44012237
SCG ZMEX2 Palma Gonzalez, Victoria 44010158
SCG ZMEX2 Parada Ramos, Enrique Manuel 44013710
SCG ZMEX2 Paramo Gomez, Francisco Jaier 44013783
SCG ZMEX2 Paredes Casillas, Lorena 44012159
SCG ZMEX2 Partida Gazcon, Rocio Berenice 44012562
SCG ZMEX2 Partida Machuca, Susana 44010634
SCG ZMEX2 Partida Ramirez, Maricela 44007249
SCG ZMEX2 Patacios Zaragoza, J. Javier 44008494
SCG ZMEX2 Patino Gonzalez, Martha Alicia 44010409
SCG ZMEX2 Patino Teliez, Antonio 44001852
SCG ZMEX2 Pazarin Saucedo, Gloria 44012527
SCG ZMEX2 Pazarin Saucedo, Ma. Cristina 44006973
SCG ZMEX2 Pelayo Garcia, Juana 44002075
SCG ZMEX2 Pelayo Larios, Roberto 44013700
SCG ZMEX2 Pena Basulto, Maria Luz Gabriela 44010910
SCG ZMEX2 Pena Castellon, Ma. Del Rocio 44010617
SCG ZMEX2 Pena Hernandez, Aurora 44006938
SCG ZMEX2 Pena Magallanes, Ma. Imelda 44009838
SCG ZMEX2 Pena Pena, Ana Maria Patricia 44012268
SCG ZMEX2 Pena Pena, Graciela 44012213
SCG ZMEX2 Pena Rubio, Miguel 44005648
SCG ZMEX2 Pereyra Saldana, Maria Elena 44011697
SCG ZMEX2 Pereyra Sandoval, Adriana 44011520
SCG ZMEX2 Pereyra Sandoval, Ma. Eugenia 44006630
SCG ZMEX2 Perez Aguayo, Maria Concepcion 44009423
122
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Perez Aguayo, Maria Elena 44005959
SCG ZMEX2 Perez Barba, Ricardo 44012068
SCG ZMEX2 Perez Cardenas, Juan Antonio 44013564
SCG ZMEX2 Perez Cristerna. Maria Teresa 44004704
SCG ZMEX2 Perez Fernandez, Juana 44010308
SCG ZMEX2 Perez Figueroa, Jose De Jesus 44011402
SCG ZMEX2 Perez Fregoso, Armando 44010019
SCG ZMEX2 Perez Garcia, Cecilia 44010176
SCG ZMEX2 Perez Gonzalez, Cornelio 44003740
SCG ZMEX2 Perez Gonzalez, Jose Antonio 44005256
SCG ZMEX2 Perez Lopez, Maria Eduviges 44012585
SCG ZMEX2 Perez Lopez, Rocio 44012589
SCG ZMEX2 Perez Macias, Diana Isis 44013809
SCG ZMEX2 Perez Martell, Jose Arturo 44005921
SCG ZMEX2 Perez Martinez, Mana Elena 44007157
SCG ZMEX2 Perez Mendoza, Leticia 44008873
SCG ZMEX2 Perez Molina, Jose De J. 44010609
SCG ZMEX2 Perez Orendain, Gonzalo 44013656
SCG ZMEX2 Perez Orozco, Leticia 44009047
SCG ZMEX2 Perez Penaloza, Carlos 44011891
SCG ZMEX2 Perez Perez, Rosalba 44010794
SCG ZMEX2 Perez Ramirez, Jose Luis 44011218
SCG ZMEX2 Perez Rodriguez, Silvia 44010806
SCG ZMEX2 Perez Salazar, Norma 44012626
SCG ZMEX2 Perez Sancnez, Luis Everardo 44013612
SCG ZMEX2 Perez Santiago Laura 44011950
SCG ZMEX2 Perez Santiago, Martha Patricia 44012037
SCG ZMEX2 Perez Torres Maria Guadalupe 44010726
SCG ZMEX2 Perez Trujillo Jose Alfonso 44012364
SCG ZMEX2 Perez Trujillo Ma. Del Carmen 44009323
SCG ZMEX2 Perez Trujillo Maria Emma 44010968
SCG ZMEX2 Perez Valenzuela, Ileana Guadalupe 44006905
SCG ZMEX2 Perez Vallejo, Margarita 44004473
SCG ZMEX2 Perez Veronica 44011818
SCG ZMEX2 Pimentel Anguiano Adriana 44010216
SCG ZMEX2 Pimiento Velasco, Jose De Jesus 44013682
SCG ZMEX2 Pina Godinez Veronica 44011504
SCG ZMEX2 Pinto Vazquez Maria Magdalena 44009031
SCG ZMEX2 Pizano Ramirez Magdalena 44011907
SCG ZMEX2 Plascencia Mancilia, Ignacio 44005825
SCG ZMEX2 Plazola Garcia Lourdes 44011961
Ponce De Leon Rivera, Francisco
SCG ZMEX2 Javier 44011864
SCG ZMEX2 Ponce Ramirez, Ana Maria 44012242
SCG ZMEX2 Preciado Marquez, Maria Barbara 44009612
123
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Pulido Mena, Francisco Javier 44012322
SCG ZMEX2 Pulido Nuno Maria 44006049
SCG ZMEX2 Quevedo Trevino Cesar Jose 44012418
SCG ZMEX2 Quezada Lorena Guillermina 44009629
SCG ZMEX2 Quintero Aguilar Cesar Humberto 44011514
SCG ZMEX2 Quintero Barragan Ana Isabel 44012177
SCG ZMEX2 Quintero Ramirez, Ma. Rosa 44008242
SCG ZMEX2 Quintero Robledo, Elvia 44011974
SCG ZMEX2 Rabago Garda, Esther 44009012
SCG ZMEX2 Rameno Tortolero, Primo Ricardo 44012631
SCG ZMEX2 Ramirez Aguilar, Cleto 44005621
SCG ZMEX2 Ramirez Buenrostro, Jose Enrique 44002587
SCG ZMEX2 Ramirez Castillo, Miguel Angel 44013761
SCG ZMEX2 Ramirez Chavez, Ramon 44005765
SCG ZMEX2 Ramirez Delgado, Alberto 44010871
SCG ZMEX2 Ramirez Fausto, Eduardo 44001464
SCG ZMEX2 Ramirez Fausto, Ignacio 44004945
SCG ZMEX2 Ramirez Fernandez, Adolfo 44013569
SCG ZMEX2 Ramirez Garcia, Flor Teresa 44009566
SCG ZMEX2 Ramirez Gonzalez, Marcelo David 44010551
SCG ZMEX2 Ramirez Gonzalez, Martha Alicia 44011958
SCG ZMEX2 Ramirez Gudino, Fernando Javier 44012397
SCG ZMEX2 Ramirez Gudino, Omar 44013727
SCG ZMEX2 Ramirez Lopez, Jose 44001750
SCG ZMEX2 Ramirez Macias, Rafaela 44008480
Ramirez Martin Del Campo, Martin
SCG ZMEX2 Gustavo 44011219
SCG ZMEX2 Ramirez Martinez, Alberto 44011625
SCG ZMEX2 Ramirez Martinez, Maria Alejandra 44008115
SCG ZMEX2 Ramirez Martinez, Rebeca 44006612
SCG ZMEX2 Ramirez Moreno, Emerita 44010456
SCG ZMEX2 Ramirez Perez, Celina 44011663
SCG ZMEX2 Ramirez Ramirez, Baltazar 44009524
SCG ZMEX2 Ramirez Ramirez, Marisela 44011562
SCG ZMEX2 Ramirez Reynoso, Griselda 44012184
SCG ZMEX2 Ramirez Rodriguez, Cipriano 44012543
SCG ZMEX2 Ramirez Rosales, Rodolfo 44004880
SCG ZMEX2 Ramirez Ruiz, Maria Felix 44008181
SCG ZMEX2 Ramirez Salvador, Francisca 44009305
SCG ZMEX2 Ramirez Sanchez, Maria Elena 44012270
124
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Ramirez Tello, Graciela 44006568
SCG ZMEX2 Ramirez Vallejo, Silvia 44011846
SCG ZMEX2 Ramos Cedeno, Juan Manuel 44011597
SCG ZMEX2 Ramos Estrada, Teresa 44004835
SCG ZMEX2 Ramos Guerrero, Martin 44013780
SCG ZMEX2 Ramos Marin Victor Alfredo 44012238
SCG ZMEX2 Ramos Paz Rosalba 44009444
SCG ZMEX2 Ramos Rodriguez Natividad 44010923
SCG ZMEX2 Ramos Torres Maricela 44010271
SCG ZMEX2 Raygoza Castaneda, Ma Clara 44009771
Raygoza Castaneda, Maria De Los
SCG ZMEX2 Angeles 44011821
SCG ZMEX2 Raygoza Castaneda, Olivia 44011995
SCG ZMEX2 Raygoza Ramirez, Adriana Leticia 44012013
SCG ZMEX2 Razo Figueroa, Maria Olivia 44011655
SCG ZMEX2 Razo Medina, Martha Leticia 44006603
SCG ZMEX2 Razon Reyes, Ma. Guadalupe 44012297
SCG ZMEX2 Rea Alonzo Maria Consuelo 44009518
SCG ZMEX2 Renteria Ramirez, Waldo Andres 44011599
SCG ZMEX2 Renteria Rivera, Patricia 44006991
SCG ZMEX2 Resendiz Alvarez, Luis 44010017
SCG ZMEX2 Reveles Espinoza, Maria Teresa 44010700
SCG ZMEX2 Reyes Anaya, Raul 44012158
SCG ZMEX2 Reyes Diaz, Maria Esmeralda 44012033
SCG ZMEX2 Reyes Ventura, Guadalupe 44011503
SCG ZMEX2 Reyna Blanco, Juana 44011376
SCG ZMEX2 Reyna Del Toro, Marco Antonio 44011345
SCG ZMEX2 Reynoso Sanchez, Carlos 44012433
SCG ZMEX2 Reynoso Vazquez, Angel Rafael 44008584
SCG ZMEX2 Rios Alvarado, Maria Esther 44011889
SCG ZMEX2 Rios Gutierrez, Gloria Gerogina 44012644
SCG ZMEX2 Rios Orona, Marcelina 44011578
SCG ZMEX2 Rios Solano, Judith 44008953
SCG ZMEX2 Rito Castillo, Maria Luisa 44009330
SCG ZMEX2 Rivas Soto, Ma. Magdalena 44010380
SCG ZMEX2 Rivera Alcaraz, Irma Leticia 44009941
SCG ZMEX2 Rivera Gomez, Imelda 44012472
SCG ZMEX2 Rivera Gomez, Osvaldo 44013747
SCG ZMEX2 Rivera Hernandez, Consuelo 44009778
SCG ZMEX2 Rivera Velazquez, Ma. Del Refugio 44004962
SCG ZMEX2 Rizo Hernandez, Ma. Cecilia 44011647
SCG ZMEX2 Rizo Valdez, Rosa Martina 44011589
125
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Robledo Guerrero, Hector De Jesus 44012219
SCG ZMEX2 Robledo Nunez, Adrian 44011534
SCG ZMEX2 Robles Islas, Manuel 44004587
SCG ZMEX2 Robles Martinez, Margarita 44011594
SCG ZMEX2 Rocha Gallardo, Hugo 44012431
SCG ZMEX2 Rodriguez Aguila, Ma. Del Rocio 44007758
SCG ZMEX2 Rodriguez Aguirre, Juan 44001112
SCG ZMEX2 Rodriguez Alvarez, Anita 44006820
SCG ZMEX2 Rodriguez Arellano, Ma. Blanca Estela 44008320
SCG ZMEX2 Rodriguez Arellano, Yolanda 44010558
SCG ZMEX2 Rodriguez Arreola, Yolanda 44007234
SCG ZMEX2 Rodriguez Barrera, Antonio Humberto 44009943
SCG ZMEX2 Rodriguez Becerra, Fernando 44013622
SCG ZMEX2 Rodriguez Becerra, Luis Alberto 44011358
SCG ZMEX2 Rodriguez Camberos, Gloria 44005345
SCG ZMEX2 Rodriguez Cano Natalia 44005122
SCG ZMEX2 Rodriguez Castro, Gloria 44011582
SCG ZMEX2 Rodriguez Cueva, Miguel Angel 44003786
SCG ZMEX2 Rodriguez Flores, Maria Catalina 44012062
SCG ZMEX2 Rodriguez Frias Guadalupe 44011883
SCG ZMEX2 Rodriguez Gonzalez, Luz Maria 44011926
SCG ZMEX2 Rodriguez Govea, Jose Angel 44013649
SCG ZMEX2 Rodriguez Govea, Jose Antonio 44010391
SCG ZMEX2 Rodriguez Haro, Maria Araceli 44012262
SCG ZMEX2 Rodriguez Haro, Susana 44012614
SCG ZMEX2 Rodriguez Harto Veronica 44012059
SCG ZMEX2 Rodriguez Lopez, Raymundo 44013794
SCG ZMEX2 Rodriguez Lopez, Ricardo 44012223
SCG ZMEX2 Rodriguez Martinez, Isabel, 44012301
SCG ZMEX2 Rodriguez Martinez, Ricardo 44009861
SCG ZMEX2 Rodriguez Molina, Carlos Enrique 44011025
SCG ZMEX2 Rodriguez Mora, Ruperto 44013619
SCG ZMEX2 Rodriguez Morales, Balbina 44006985
SCG ZMEX2 Rodriguez Perez, Ines 44008949
SCG ZMEX2 Rodriguez Perez, Margarita 44012358
SCG ZMEX2 Rodriguez Perez, Maria Felicitas 44012403
SCG ZMEX2 Rodriguez Quintero, Juana C. 44008440
SCG ZMEX2 Rodriguez Ros Rosaura 44009895
126
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Rodriguez Rivera, Georgina Rosario 44012351
SCG ZMEX2 Rodriguez Rojas, Jose Antonio 44006441
SCG ZMEX2 Rodriguez Sanchez, Sandra Luz 44011649
SCG ZMEX2 Rodriguez Sanchez, Victor Martin 44011989
SCG ZMEX2 Rodriguez ________, Lucina 44008226
SCG ZMEX2 Rodriguez Solano, Rosa Imelda 44011904
SCG ZMEX2 Rodriguez Tejeda , Oswaldo Fabian 44013650
SCG ZMEX2 Rodrigez Vargas, Ma. Guadalupe 44007325
SCG ZMEX2 Rodriguez Yararay, Ma De Lourdes 44011744
SCG ZMEX2 Roesner Garcia Hermann Luis 44011355
SCG ZMEX2 Rojas Garcia, Guadalupe 44012165
SCG ZMEX2 Rojas Munoz, Imelda 44008106
SCG ZMEX2 Rojas Sanchez, Bertha Alicia 44007619
SCG ZMEX2 Rolon Orona, Patricia 44005804
SCG ZMEX2 Rolon Orona, Toribio 44007314
SCG ZMEX2 Roman Salazar, Arturo 44007978
SCG ZMEX2 Romero Flores, Maria Teresa 44011395
SCG ZMEX2 Romero Morones, Ma. Del Carmen 44011305
SCG ZMEX2 Romero Perez, Refugio Del Carmen 44013723
SCG ZMEX2 Romero Rodriguez, Juan Fernando 44010046
SCG ZMEX2 Romero Sandoval, Erika Araceli 44012597
SCG ZMEX2 Romo Casillas, Guillermo 44011438
SCG ZMEX2 Roque Acosta, Teresa 44008216
SCG ZMEX2 Roque Ontiveros, Gabriela 44012044
SCG ZMEX2 Roque Trejo, Martha Alicia 44006590
SCG ZMEX2 Roque Trejo, Trinidad 44005986
SCG ZMEX2 Rosales Cortes, Maria Guadalupe 44013729
SCG ZMEX2 Rosales Cortes, Maria Leonor 44011838
SCG ZMEX2 Rosales Rosales, Abelardo 44011417
SCG ZMEX2 Rosales Virgen, Amalia 44011062
SCG ZMEX2 Rosales Virgen, Rosalba 44008202
SCG ZMEX2 Rosales Virgen, Yolanda 44006474
SCG ZMEX2 Rosas Crespo, Areli 44013799
SCG ZMEX2 Rosas Medina, Luz Maria 44012264
SCG ZMEX2 Ruan Prieto, Maria Elena 44004561
SCG ZMEX2 Rubio Serrano, Juan Manuel 44007361
SCG ZMEX2 Ruelas Cisneros, Roberto Pablo 44012618
127
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Ruiz Arriaga, Maria Guadalupe 44004458
SCG ZMEX2 Ruiz Casillas, Ofelia 44011965
SCG ZMEX2 Ruiz Gallardo, Ventura Fernando 44002093
SCG ZMEX2 Ruiz Garcia, Jaime Gerardo 44007934
SCG ZMEX2 Ruiz Gonzalez, Ma. De La Paz 44010619
SCG ZMEX2 Ruiz Lopez Guerra, Martha Ofelia 44012248
SCG ZMEX2 Ruiz Renteria, Lidia 44012576
SCG ZMEX2 Ruvalcaba Avila, Cruz Alejandra 44010446
SCG ZMEX2 Ruvalcaba Guitron, Esperanza 44004184
SCG ZMEX2 Ruvalcaba Juarez, Eusebio 44010651
SCG ZMEX2 Ruvalcaba Lopez, Alberto 44011835
SCG ZMEX2 Ruvalcaba Lopez, Ma Del Carmen 44011922
SCG ZMEX2 Ruvalcaba Molina, Ma. Guadalupe 44006130
SCG ZMEX2 Ruvalcaba Ruvalcaba, Juana 44009319
SCG ZMEX2 Ruvalcaba Ruvalcaba, Rogelia 44006151
SCG ZMEX2 Ruvalcaba Topete, Adriana 44012182
SCG ZMEX2 Sabas Plascencia, Sergio Gabriel 44011372
SCG ZMEX2 Sahagun Alvarez, Patricia Elizabeth 44012393
SCG ZMEX2 Salas Lopez Alma Loreley 44012468
SCG ZMEX2 Salazar Becerra Monica Susana 44012379
SCG ZMEX2 Salazar Flores, Enrique 44008554
SCG ZMEX2 Salazar Galindo, Lidia 44008168
SCG ZMEX2 Salazar Gonzalez, Jose Alfredo 44013755
SCG ZMEX2 Salazar Munoz, Felipa Asuncion 44008549
SCG ZMEX2 Salazar Palma, Maria Teresa 44011470
SCG ZMEX2 Salazar Quinones, Patricia 44013643
SCG ZMEX2 Salazar Rodriguez, Rosa Maria 44008796
SCG ZMEX2 Salcedo Aguillon, Laureano 44003769
SCG ZMEX2 Saldivar Diaz, Gustavo Noe 44012605
SCG ZMEX2 Saldivar Solis, Sandra 44011756
SCG ZMEX2 Salinas Aviles, Oscar Hilario 44012524
Salvatierra Rosales, Delia Ma.
SCG ZMEX2 Guadalupe 44012394
SCG ZMEX2 Samaniego Alcantar, Angel 44013690
SCG ZMEX2 Sanchez Aguilar, Andrea 44006826
SCG ZMEX2 Sanchez Armenta, Gerardo 44010719
SCG ZMEX2 Sanchez Cazares, Manuel 44003825
SCG ZMEX2 Sanchez Cedeno, Dalia Elisa 44009082
128
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Sanchez Cervantes, Maria Eugenia 44012172
SCG ZMEX2 Sanchez Contreras, Roberto Manuel 44006773
SCG ZMEX2 Sanchez De La Cruz, Arturo 44008991
SCG ZMEX2 Sanchez De La Cruz, Silvia 44011042
SCG ZMEX2 Sanchez Delgadillo, Elizabeth 44010502
SCG ZMEX2 Sanchez Garcia, Antonia 44011162
SCG ZMEX2 Sanchez Jimenez, Arturo 44009980
SCG ZMEX2 Sanchez Loredo, Guillermo 44011320
SCG ZMEX2 Sanchez Martinez, Jose Luciano 44010851
SCG ZMEX2 Sanchez Medrano, Alma 44011296
SCG ZMEX2 Sanchez Monjo, Mercedes 44005155
SCG ZMEX2 Sanchez Ortega, Nicolasa 44011477
SCG ZMEX2 Sanchez Pulido, Sandra Genoveva 44011710
SCG ZMEX2 Sanchez Resendiz, Alberto 44009005
SCG ZMEX2 Sanchez Reyes, Ana Cecilia 44010261
SCG ZMEX2 Sanchez Rito, Sergio Antonio 44010649
SCG ZMEX2 Sanchez Saldivar, Fausto 44002333
SCG ZMEX2 Sanchez Santillan, Jose Francisco 44011931
SCG ZMEX2 Sanchez Silva, Norma 44009514
SCG ZMEX2 Sanchez Tejeda, Maria De La Luz 44013579
SCG ZMEX2 Sanchez Tejeda, Porfiria 44012466
SCG ZMEX2 Sanchez Vazquez, Jose Ramon 44009254
SCG ZMEX2 Sanchez Velez, Leticia 44012457
SCG ZMEX2 Sanchez Velez, Pedro 44004605
SCG ZMEX2 Sanchez Zuniga, Francisco Javier 44013701
SCG ZMEX2 Sanchez, Maria Inocencia 44008250
SCG ZMEX2 Sandoval Chavez, Mario 44004397
SCG ZMEX2 Sandoval Gonzalez, Ma. De Lourdes 44010648
SCG ZMEX2 Sandoval Herrera, Victor Manuel 44012552
SCG ZMEX2 Sandoval Moya, Evelia 44011652
SCG ZMEX2 Sandoval Sanchez, Catalina 44012258
SCG ZMEX2 Sandoval Vazquez, Elsa Beatriz 44013570
SCG ZMEX2 Santana De Loera, Florencia 44003778
SCG ZMEX2 Santana Garay, Luz Angelica 44011103
SCG ZMEX2 Santana Montes, Angelica Maria 44011862
SCG ZMEX2 Santana Montes, Ma. De La Luz 44006644
SCG ZMEX2 Santana Montes, Maria Guadalupe 44012302
129
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Santana Velazquez, Gabriela 44012189
SCG ZMEX2 Santana Velazquez, Maria Del Rocio 44013765
SCG ZMEX2 Santiago Cabanas, Albino 44011606
SCG ZMEX2 Santillan Barajas, Rosa Maria 44009804
SCG ZMEX2 Santillan Lopez, Monica 44013790
SCG ZMEX2 Santillan Martinez Patricia 44011003
SCG ZMEX2 Santos Barajas, Reynalda 44012629
SCG ZMEX2 Santos Gutierrez, Maria Del Carmen 44013670
SCG ZMEX2 Saucedo Flores Emmanuel 44007970
SCG ZMEX2 Saucedo Jimenez, Socorro Alicia 44007080
SCG ZMEX2 Segovia Rodriguez, Rosa Isela 44012125
SCG ZMEX2 Segura Lopez, Maria Guadalupe 44009100
SCG ZMEX2 Sepulveda Salazar, Clementina 44001560
SCG ZMEX2 Sereni Ruvalcaba, Alejandro 44012494
SCG ZMEX2 Serrano Hernandez, Luis Miguel 44012069
SCG ZMEX2 Serrano Irma 44009693
SCG ZMEX2 Serrano Mercado, Rafael 44002561
SCG ZMEX2 Serrano Pena, Amparo 44012367
SCG ZMEX2 Serrano, Maria Luisa 44008475
SCG ZMEX2 Sevilla Gutierrez, Ma. Alejandra 44010161
SCG ZMEX2 Sevilla Lopez, Ernesto 44009545
SCG ZMEX2 Sevilla Lopez, Luz Marcela 44010343
SCG ZMEX2 Silva Cardenas, Fabiola 44009852
SCG ZMEX2 Silva Hernandez, Maria Cecilia 44011137
SCG ZMEX2 Silva Rodriguez, Andrea 44011397
SCG ZMEX2 Silva Rolon, Ma. Lourdes 44007213
SCG ZMEX2 Silva Villarreal, Maria Altagracia 44009430
SCG ZMEX2 Solano Cisneros, Ana Maria 44008335
SCG ZMEX2 Solis Godinez, Miguel Angel 44013552
SCG ZMEX2 Solorio Leon, Gabriela 44011893
SCG ZMEX2 Solorzano Loera, Pedro 44007192
SCG ZMEX2 Soria Medina, Jorge Pablo 44006600
SCG ZMEX2 Sotelo Ruiz, Maria Del Rocio 44012096
SCG ZMEX2 Soto Morris, Manuel Gerardo 44013624
SCG ZMEX2 Soto Villarreal, Ernesto 44011064
SCG ZMEX2 Tabares Ibarra, Oscar Eduardo 44012251
SCG ZMEX2 Tafolla Camarena, Aurora 44010312
SCG ZMEX2 Tapia Garcia, Juan Gabriel 44009989
SCG ZMEX2 Tavares Ibarra, Julia 44009801
SCG ZMEX2 Tavera Duenas, Israel Santiago 44013738
130
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Tejeda Olvera, Gabriela 44013565
SCG ZMEX2 Tejeda Olvera, Olga Blanca 44008138
SCG ZMEX2 Tinoco, Sandra 44006782
SCG ZMEX2 Toledo Chaparro, Belisario 44006667
SCG ZMEX2 Toribio Tafoya, Ma. Guadalupe 44004955
SCG ZMEX2 Toribio Tafoya, Pedro 44012337
SCG ZMEX2 Torres Acosta, Sergio Enrique 44012553
SCG ZMEX2 Torres Arriaga, Carlos 44012447
SCG ZMEX2 Torres Chavez, Monica Adriana 44013735
SCG ZMEX2 Torres De La Pena, Martha Patricia 44007720
SCG ZMEX2 Torres Del Villar, Jesus 44002516
SCG ZMEX2 Torres Esquer, Claudia 44013766
SCG ZMEX2 Torres Gonzalez, Maricela 440072157
SCG ZMEX2 Torres Gonzalez, Martha Catalina 44005199
SCG ZMEX2 Torres Gutierrez, Adriana Karina 44012319
SCG ZMEX2 Torres Gutierrez, Jesus 44013660
SCG ZMEX2 Torres Hernandez, Leopoldo 44010677
SCG ZMEX2 Torres Magana Rosana Patricia 44013746
SCG ZMEX2 Torres Martinez, Alfredo 44009203
SCG ZMEX2 Torres Olivares, Jose Luis 44003252
SCG ZMEX2 Torres Rodriguez, Martha 44001805
SCG ZMEX2 Torres Romero, Dolores 44011822
SCG ZMEX2 Torres, Maria Magdalena 44010058
SCG ZMEX2 Toscano Valdivia, Ma. Teresa 44012034
SCG ZMEX2 Toscano Valdivia, Maria Guadalupe 44011861
SCG ZMEX2 Trejo Rodriguez Ma Magdalena 44009277
SCG ZMEX2 Trujillo Galvan Ma. De Lourdes 44007593
SCG ZMEX2 Trujillo Guzman, Elvia 44006944
SCG ZMEX2 Trujillo Peralta, Ma. De La Luz 44008231
SCG ZMEX2 Trujillo Peralta, Marina 44008206
SCG ZMEX2 Trujillo Ramirez, Teresita De Jesus 44012147
SCG ZMEX2 Urbina Gomez, Carlos Eduardo 44012506
SCG ZMEX2 Urbina Perez, Irma 44009458
SCG ZMEX2 Urena Lepe, Laura 44010415
SCG ZMEX2 Uribe Garcia, Ma. Guadalupe 44009958
SCG ZMEX2 Urquiza Villarreal, Rosa Marina 44010624
SCG ZMEX2 Urzua Hernandez, Jose Antonio 44011334
131
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Urzua Hernandez, Ana Maria 44006495
SCG ZMEX2 Valadez Cisneros, Ernesto 44007493
SCG ZMEX2 Valadez Vega, Maria De Lourdes 44009489
SCG ZMEX2 Valdez Banuelos, Teresa Idalia 44013797
SCG ZMEX2 Valdez Hernandez, Cristina 44011680
SCG ZMEX2 Valdez Hernandez, Gloria Josefina 44013721
SCG ZMEX2 Valdez Hernandez, Laura Araceli 44010092
SCG ZMEX2 Valdez Perez, Consuelo 44009706
SCG ZMEX2 Valdez Salcido, Manuel German 44011531
SCG ZMEX2 Valdominos Perez, Bernarda 44009839
SCG ZMEX2 Valencia Diaz, Juan Manuel 44010116
SCG ZMEX2 Valencia Gutierrez, Anselmo 44004644
SCG ZMEX2 Valencia Gutierrez, Estela 44011925
SCG ZMEX2 Valencia Gutierrez, Luz Maria 44012065
SCG ZMEX2 Valencia Lopez, Arturo 44007431
SCG ZMEX2 Valencia Orozco, Esther 44002176
SCG ZMEX2 Valenzuela Martin Del, Ma. Rosario 44011619
SCG ZMEX2 Valeriano Sanchez, Eduardo 44012399
SCG ZMEX2 Valero Huerta, Ma. Juana 44005655
SCG ZMEX2 Valle Aguilar, Heriberto 44011881
SCG ZMEX2 Valle Dozier, Victor Manuel 44011117
SCG ZMEX2 Valle Santivanez, Felicitas 44011524
SCG ZMEX2 Vargas Anaya, Salvador 44001744
SCG ZMEX2 Vargas Gomez, Alfonso 44012057
SCG ZMEX2 Vargas Hernandez, Martina 44012635
SCG ZMEX2 Vargas Macias, Mario Alberto 44004780
SCG ZMEX2 Vargas Mendoza, Leticia 44008369
SCG ZMEX2 Vargas Ramirez, Luciano 44010452
SCG ZMEX2 Vazquez Cervantes, Patricia 44012259
SCG ZMEX2 Vazquez Cervantes, Silvia 44009971
SCG ZMEX2 Vazquez De Santiago, Luis Manuel 44010723
SCG ZMEX2 Vazquez Fuentes, Juana Azuzena 44012625
SCG ZMEX2 Vazquez Garcia, Fernando Antonio 44012331
SCG ZMEX2 Vazquez Gil. Clara Alejandra 44013730
SCG ZMEX2 Vazquez Gonzalez, Veronica 44012186
SCG ZMEX2 Vazquez Guzman, Gerardo 44013609
SCG ZMEX2 Vazquez Hernandez, Araceli 44010003
SCG ZMEX2 Vazquez Labastida, Martha Elba 44007535
SCG ZMEX2 Vazquez Langarica, Maria Del Rosario 44009414
132
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Vazquez Larios, Elia Maria Guadalupe 44012493
SCG ZMEX2 Vazquez Larios, Lucia 44012532
SCG ZMEX2 Vazquez Leanos, Myriam Noemi 44012621
SCG ZMEX2 Vazquez Lopez Martha Cristina 44010439
SCG ZMEX2 Vazquez Ortiz Ana Rosa 44009794
SCG ZMEX2 Vazquez Pimentel Hermila 44010029
SCG ZMEX2 Vazquez Reyes Ana Hilda Alejandra 44012490
SCG ZMEX2 Vazquez Rodriguez, Jose Luis 44009979
SCG ZMEX2 Vazquez Rosales, Ma. Guadalupe 44005909
SCG ZMEX2 Vazquez Ruiz Francisco Javier 44011217
SCG ZMEX2 Vazquez Ruvalcaba, Elpidio 44003768
SCG ZMEX2 Vazquez Villalobos, Guillermina 44011487
SCG ZMEX2 Vega Castillo Norma Alicia 44007511
SCG ZMEX2 Vega De La Cerda Salvador Francisco 44013637
SCG ZMEX2 Vega Hernandez Hector 44012335
SCG ZMEX2 Vega Moreno, Alma Dolores 44011947
SCG ZMEX2 Velador Lopez, Sandra Patricia 44008637
SCG ZMEX2 Velador Rodriguez, Juan Antonio 44012615
SCG ZMEX2 Velador Rodriguez, Ventura Fabiola 44012619
SCG ZMEX2 Velarde Ruiz, Angel Javier 44008152
SCG ZMEX2 Velasco Fernandez, Marisela 44013749
SCG ZMEX2 Velasco Grajeda, Sergio 44011480
SCG ZMEX2 Velasco Ramirez, Elva 44007037
SCG ZMEX2 Velazco Almaraz Adriana 44012132
SCG ZMEX2 Velazquez Alba, Alicia Susana 44012042
SCG ZMEX2 Velazquez De Alba, Luz Maria 44005328
SCG ZMEX2 Velazquez Gonzalez, Hector Daniel 44010200
SCG ZMEX2 Velazquez Hernandez, Angelica 44011902
SCG ZMEX2 Velazquez Lopez, Dulce Maria 44008802
SCG ZMEX2 Velazquez Martinez, Ana Maria 44010370
SCG ZMEX2 Velazquez Martinez, Cesar Gabriel 44012505
SCG ZMEX2 Velazquez Torres, Erika Concepcion 44012192
SCG ZMEX2 Velazquez Torres, Maria Imelda 44011713
133
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Velazquez Vazquez, Maria Concepcion 44012001
SCG ZMEX2 Velazquez Vazquez, Veronica 44013737
SCG ZMEX2 Velez Flores, Maria Alejandra 44013706
SCG ZMEX2 Veloz Flores, Lorena 44012357
SCG ZMEX2 Vera Jimenez, Maricela 44010040
SCG ZMEX2 Vera Jimenez, Olivia 44008240
SCG ZMEX2 Verduzco Avina, Maria Delfina 44009113
SCG ZMEX2 Vertiz Torres, Alfredo 44013709
SCG ZMEX2 Victor Ochoa, Luis Carlos 44012571
SCG ZMEX2 Vidales Perez, Isabel Cristina 44006401
SCG ZMEX2 Vidrio Lamas, Elvira 44010417
SCG ZMEX2 Villa Flores, Miguel 44006591
SCG ZMEX2 Villafan Luna, Angel 44012499
Villafan Pedroza, Maria De Los
SCG ZMEX2 Angeles 44011539
SCG ZMEX2 Villagrana Davila, David Samuel 44013616
SCG ZMEX2 Villalobos Carrillo, Maria Rosa 44011201
SCG ZMEX2 Villalobos Jimenez, Gabriela 44008249
SCG ZMEX2 Villalobos Jimenez, J. Jesus Everardo 44010885
SCG ZMEX2 Villalpando Meza, Luz Amalia 44012386
SCG ZMEX2 Villarreal Arredondo, Sergio 44013762
SCG ZMEX2 Villarreal Garcia, Ana Maria 44011901
SCG ZMEX2 Villarreal Vazquez, Emma Concepcion 44013801
SCG ZMEX2 Villarreal Vidrio, Ruth Karina 44012623
SCG ZMEX2 Villarreal Vidrio, Yessica Dinorah 44012555
SCG ZMEX2 Villasenor Lara, Ricardo Ramon 44004464
SCG ZMEX2 Villasenor Ruiz, Wendy Bernardette 44012377
SCG ZMEX2 Villasenor Santana, Carlos Ernesto 44010994
SCG ZMEX2 Villegas Martinez, Josefa 44007545
SCG ZMEX2 Virgen Rodriguez, Consuelo 44012573
SCG ZMEX2 Vizcaino Martinez, Carlos Mauricio 44013591
SCG ZMEX2 Yanez Guillen, Laura 44011097
SCG ZMEX2 Yanez Vargas, Ofelia 44011010
SCG ZMEX2 Yera Casas, Manuela 44011058
SCG ZMEX2 Yuen Villalobos, Julio 44011157
SCG ZMEX2 Zambrano Diaz, Cecilia 44012500
SCG ZMEX2 Zamora Quezada, Harim 44013668
SCG ZMEX2 Zamora Ramirez, Esmeraida 44012488
134
<PAGE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SCG ZMEX2 Zamudio Grave, Luis Enrique 44012516
SCG ZMEX2 Zaragoza Cardenas, Rosa Maria 44009867
SCG ZMEX2 Zaragoza Caudillo, Laura 44009076
SCG ZMEX2 Zaragoza Galvez Miguel 44010479
SCG ZMEX2 Zaragoza Molina Rosa Imelda 44012124
SCG ZMEX2 Zaragoza Rios, Lucia 44012073
SCG ZMEX2 Zaragoza Souza, Luis Eduardo 44010631
SCG ZMEX2 Zatarain Lizarraga, Estanislao 44013699
SCG ZMEX2 Zavala Barba, Virginia 44005539
SCG ZMEX2 Zendejas Martinez, Leticia 44013713
SCG ZMEX2 Zenteno Cuellar, Aram Dalibor 44013694
SCG ZMEX2 Zepeda Barbosa, Ma. Consuelo 44007175
SCG ZMEX2 Zepeda Delgadillo, Roberto 44011340
SCG ZMEX2 Zepeda Mendez, Juan Carlos 44013663
SGG ZMEX2 Zepeda Morales, Salvador Hugo 44012522
SCG ZMEX2 Zepeda Murillo, Felipa 44005990
SCG ZMEX2 Zepeda Rivera, Ana Luisa 44012332
SCG ZMEX2 Zepeda Rivera, Ma. Guadalupe 44006197
SCG ZMEX2 Zepeda Varela, Erika Del Carmen 44013767
SCG ZMEX2 Zepeda Varela, Joel Enrique 44013714
SCG ZMEX2 Zuniga Arevalo, Adriana 44012060
</TABLE>
135
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - PHILIPPINES
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES MARIJANE P ALMODOVAR 01356804
SCG PHILIPPINES ELVIE T VERGARA 01356844
SCG PHILIPPINES MARICEL R MARCONI 01356895
SCG PHILIPPINES VIVIENNE A GUTIERREZ 01356820
SCG PHILIPPINES MICHELLE C LIRIO 01357091
SCG PHILIPPINES LOLITA BLANCAFLOR 01337762
SCG PHILIPPINES MARY JANE P MIRANDA 01356762
SCG PHILIPPINES WILMA S MADRIGALEJO 01356945
SCG PHILIPPINES FLORENDA B CUSTODIO 01356812
SCG PHILIPPINES MA. MAGDALENA D PISCO 01357026
SCG PHILIPPINES ERNA T LABIOS 01357083
SCG PHILIPPINES MARY JANE C RIVERA 01357125
SCG PHILIPPINES ROSARIO S SANTOS 01357661
SCG PHILIPPINES ANGELINA D ESPELETA 01318895
SCG PHILIPPINES ROMEL C GARCIA 01357273
SCG PHILIPPINES LEOVIGILDO M VILLAROSA 01346870
SCG PHILIPPINES HONESTO P LADORES 01337080
SCG PHILIPPINES MILAGROS H SORIANO 01311650
SCG PHILIPPINES REYNALDO E LAROYA 01311734
SCG PHILIPPINES SERGIO P LAROCO 01356663
SCG PHILIPPINES JOSE MA D MILLAR 01313482
SCG PHILIPPINES CORAZON C DUCUSIN 01313524
SCG PHILIPPINES ADRIANO G PASCUAL 01323762
SCG PHILIPPINES MARLINA P BORROMEO 01347811
SCG PHILIPPINES RENATO P PANGANIBAN 01315081
SCG PHILIPPINES CESAR M PANGANIBAN 01322160
SCG PHILIPPINES FELICISIMO D CONSUELO 01326583
SCG PHILIPPINES EDNA A DEL ROSARIO 01312435
SCG PHILIPPINES PACITA B GUTIERREZ 01311130
SCG PHILIPPINES ANACLETO S CASTILLO 01346490
SCG PHILIPPINES DANIEL T JAVELOSA 01310694
SCG PHILIPPINES ROXANNE B BORROMEO 01329603
SCG PHILIPPINES MYRLE P LOPEZ 01325106
SCG PHILIPPINES SALVADOR P ABUNDABAR 01356491
SCG PHILIPPINES ARTURO A MAGNO 01347217
SCG PHILIPPINES SONIA T GUERRERO 01313839
SCG PHILIPPINES MEDARDO A ELEJARDE 01332797
SCG PHILIPPINES ARMILINDA R MELCHOR 01342739
SCG PHILIPPINES EVELYN T SARTO 01310405
SCG PHILIPPINES ROSARIO R VALENZUELA 01313797
SCG PHILIPPINES TEODORICO M DE LOS REYES 01311411
136
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES VENANCIO JR R CARITOS 01337028
SCG PHILIPPINES LETICIA M ARANAS 01310561
SCG PHILIPPINES NERISSA L BELONIO 01313847
SCG PHILIPPINES CORAZON V ECLAVEA 01321527
SCG PHILIPPINES ISABELITA B GENESE 01321543
SCG PHILIPPINES ADORA M ASIS 01318408
SCG PHILIPPINES REYNALDO T RITO 01346425
SCG PHILIPPINES AURORA N SARMIENTO 01320131
SCG PHILIPPINES CRISPINA M ROMASANTA 01322988
SCG PHILIPPINES GUILLERMO G AMPO 01319117
SCG PHILIPPINES FLORENTINA A SUMINISTRADO 01324505
SCG PHILIPPINES ROSELLER S VELICARIA 01311932
SCG PHILIPPINES ARACELI A ROTIA 01343016
SCG PHILIPPINES WILLIAM V AMBROSIO 01358461
SCG PHILIPPINES ROSALIA R RODRIGUEZ 01320842
SCG PHILIPPINES ALFREDO C GAMBOL 01311460
SCG PHILIPPINES BASILIA L PINOS 01314472
SCG PHILIPPINES APOLINARIO C ADRIANO 01311759
SCG PHILIPPINES PORFIRIA M QUING 01324216
SCG PHILIPPINES CONSTANCIA U SANGALANG 01322392
SCG PHILIPPINES ANGELITA B RELLESIVA 01326104
SCG PHILIPPINES MERCEDES R SULIT 01312179
SCG PHILIPPINES LEONIDA D REYNALDO 01320941
SCG PHILIPPINES ALELI S PISUENA 01324836
SCG PHILIPPINES CESAR S BERNARDO 01317236
SCG PHILIPPINES VERMON D ALZAGA 01313870
SCG PHILIPPINES AURORA G BONGOLAN 01327953
SCG PHILIPPINES ERIBERTA A FABREGAS 01323663
SCG PHILIPPINES MARVIN R CALLANTA 01324174
SCG PHILIPPINES LOURDES T DEL ROSARIO 01315123
SCG PHILIPPINES RICARDO T EINA 01347456
SCG PHILIPPINES EMELITO L CARLOS 01318317
SCG PHILIPPINES BASILIA S FRANCO 01325502
SCG PHILIPPINES SUSAN S GOTERA 01325791
SCG PHILIPPINES EMMA A RAMIREZ 01337499
SCG PHILIPPINES HELEN C MARINO 01321824
SCG PHILIPPINES VICTORIA B DE VERA 01346276
SCG PHILIPPINES CONSUELO H MAROON 01323085
SCG PHILIPPINES EMMA L AMPO 01334066
SCG PHILIPPINES MELANIE S MICIANO 01319083
SCG PHILIPPINES REYNALDO M ABUTIN 01314944
SCG PHILIPPINES ANTONIO B SANTIAGO 01327235
SCG PHILIPPINES GLORIA M ALAG 01322780
SCG PHILIPPINES JULIETA M OYTAS 01326229
SCG PHILIPPINES MARISSA C ALVARAN 01323986
137
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES CONSUELO C PASILIAO 01345872
SCG PHILIPPINES EMERINA S ZARZOSO 01324133
SCG PHILIPPINES MARINA R MESAJON 01324828
SCG PHILIPPINES BERNARDITA R BACTOL 01325544
SCG PHILIPPINES ROGELIO C MERCADO 01348157
SCG PHILIPPINES EUGENIANO S JALIMAO 01348793
SCG PHILIPPINES CELSO M PALO 01318218
SCG PHILIPPINES MARY LOU M OSIONES 01323804
SCG PHILIPPINES AVELINA D GREGORIO 01321519
SCG PHILIPPINES EMELITA N FRANI 01326963
SCG PHILIPPINES VICTORIA C MEDILO 01324083
SCG PHILIPPINES GLORIA S BUNAG 01322301
SCG PHILIPPINES ROBERTO B HERMOSURA 01321683
SCG PHILIPPINES MERIAM H HOMO 01317772
SCG PHILIPPINES LYDIA B ABUNDO 01311486
SCG PHILIPPINES EVANGELINE M DULDULAO 01310355
SCG PHILIPPINES FLORENCIA O CASTILLO 01325403
SCG PHILIPPINES RAUL M DE GUIA 01347431
SCG PHILIPPINES MARILOU R PONTILLAS 01325866
SCG PHILIPPINES MYRNA F CARLOS 01313995
SCG PHILIPPINES TERESITA C SANTIAGO 01319422
SCG PHILIPPINES TERESA W ACLAN 01318283
SCG PHILIPPINES WLLIAM R CARRASCA 01348348
SCG PHILIPPINES LEONILA S FRANCISCO 01341145
SCG PHILIPPINES MYRNA S VELASCO 01343547
SCG PHILIPPINES CESARIO C BANOG 01344248
SCG PHILIPPINES DORENDA E CORCUERA 01347688
SCG PHILIPPINES MIGUELITO L FEDERICO 01347894
SCG PHILIPPINES EDGARDO O LAZO 01348389
SCG PHILIPPINES RUBEN B DINIEGA 01352746
SCG PHILIPPINES ARCELI D PEREZ 01317939
SCG PHILIPPINES DANILO U AQUINO 01347928
SCG PHILIPPINES ROSARIO N RELLEVE 01322897
SCG PHILIPPINES EDUARDO S MOLERA 01339875
SCG PHILIPPINES ALMA G FERNANDEZ 01323283
SCG PHILIPPINES IRENE C BELARMINO 01317723
SCG PHILIPPINES FLORDELIZA D PALUMPON 01322772
SCG PHILIPPINES GODOFREDO C GARCIA 01330619
SCG PHILIPPINES VILMA A VIDAL 01315982
SCG PHILIPPINES ELENITA M UVERO 01326492
SCG PHILIPPINES SYLVIA T TAN 01337366
SCG PHILIPPINES GERTRUDES D COLLANTES 01351482
SCG PHILIPPINES MARIO C DATOR 01330593
SCG PHILIPPINES VALERIANA P PASCUA 01319968
SCG PHILIPPINES TERESITA P RONGAVILLA 01314225
138
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES JUSTITO H MEDIADO 01347100
SCG PHILIPPINES NELLY S SALANDO 01328761
SCG PHILIPPINES YOLANDA M JOSE 01326120
SCG PHILIPPINES ELSA L MEDINA 01319398
SCG PHILIPPINES ALFREDO M BAUTISTA 01354573
SCG PHILIPPINES HELEN D ZULLA 01321899
SCG PHILIPPINES EMILIA V PASILIAO 01316212
SCG PHILIPPINES LEVITA D COMIA 01312724
SCG PHILIPPINES MARITA P RETARDO 01323077
SCG PHILIPPINES LEONCIO L JAUDALSO 01330791
SCG PHILIPPINES OLIVIA S GABRIEL 01312914
SCG PHILIPPINES DANILO M ANONUEVO 01347589
SCG PHILIPPINES ELIZABETH S JIMENEZ 01315594
SCG PHILIPPINES LOLITA D SINGCOY 01326112
SCG PHILIPPINES MYRNA C CASTILLO 01315107
SCG PHILIPPINES IMELDA H VALERIANO 01314530
SCG PHILIPPINES MIRIAM M MARBELLA 01339198
SCG PHILIPPINES DAISY H CLAMOSA 01340980
SCG PHILIPPINES MARY ANN G DALUPAN 01348983
SCG PHILIPPINES NAZARIA M ROMERO 01344941
SCG PHILIPPINES PRISCILA P SILLANO 01337200
SCG PHILIPPINES ISABELITA R FLORES 01314423
SCG PHILIPPINES PERLITA R CALIOLIO 01312138
SCG PHILIPPINES ELEANOR P VILLAPANDO 01322541
SCG PHILIPPINES ROMAN Z DE CHAVEZ 01355913
SCG PHILIPPINES ELISA P PUZON 01323853
SCG PHILIPPINES ERLINA B BASALLOTE 01314464
SCG PHILIPPINES EDGARDO G BUNAG 01353140
SCG PHILIPPINES RENE F HOLGADO 01357760
SCG PHILIPPINES EXEQUIEL V ABAD 01355351
SCG PHILIPPINES MARITA B CUADERNO 01342697
SCG PHILIPPINES DALISAY B ROBLES 01316154
SCG PHILIPPINES FE A BOLANOS 01338356
SCG PHILIPPINES IRISH D ESPEJO 01312740
SCG PHILIPPINES MARISSA V FLORES 01310736
SCG PHILIPPINES CESAR B CANTUBA 01352779
SCG PHILIPPINES LIZAMER C ROMULO 01312930
SCG PHILIPPINES ARLENE M VIBAR 01325924
SCG PHILIPPINES LYDIA C SULLA 01337457
SCG PHILIPPINES AURORA R MOLDEZ 01330346
SCG PHILIPPINES GLORIA S APOLINARIO 01315164
SCG PHILIPPINES EVELINA D GONZALES 01317509
SCG PHILIPPINES DIOMEDES V BEQUILLO 01321741
SCG PHILIPPINES EUFRECINA M MAGPILI 01330056
SCG PHILIPPINES NILO L MASCULINO 01347662
139
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES LORNA P EDANG 01319299
SCG PHILIPPINES LEONILA A ESPONILLA 01337911
SCG PHILIPPINES VIRGINIA R SANTIAGO 01343331
SCG PHILIPPINES WILLIAM P PATUBO 01349874
SCG PHILIPPINES BERNARDITA R LEDDA 01337309
SCG PHILIPPINES ROSITA R NICODEMUS 01313151
SCG PHILIPPINES ANGELITO D RIVERA 01351334
SCG PHILIPPINES ROSALIE E DUENAS 01339800
SCG PHILIPPINES YOLANDA A REMO 01337812
SCG PHILIPPINES MODESTA B CARBONEL 01328340
SCG PHILIPPINES CARMELITA R ALMENARIO 01343240
SCG PHILIPPINES MARILOU J VILLEZA 01343802
SCG PHILIPPINES JOSEPHINE D MEDIANO 01327763
SCG PHILIPPINES MARLYN M APLASCA 01330064
SCG PHILIPPINES MARIA I ENCARNACION 01311585
SCG PHILIPPINES LECIA R MIRA 01323507
SCG PHILIPPINES LIGAYA B MASINDO 01325759
SCG PHILIPPINES ADELAIDA V ALANO 01329470
SCG PHILIPPINES IMELDA J QUINTERO 01328944
SCG PHILIPPINES MERLINDA M DUMALEN 01320008
SCG PHILIPPINES ANASTACIA G ARCIAGA 01325551
SCG PHILIPPINES ROSIE O ORDUNA 01346144
SCG PHILIPPINES LENY Y CRUZ 01337836
SCG PHILIPPINES NORA O BELTRAN 01320016
SCG PHILIPPINES ANTONIO B FERRER JR. 01347753
SCG PHILIPPINES MILAGROS L LEONEN 01339404
SCG PHILIPPINES SOLOMON L CLEMENTE 01347142
SCG PHILIPPINES CONSUELO B REBARTER 01327128
SCG PHILIPPINES MARIE-JANE M BAYOGO 01329371
SCG PHILIPPINES REYNALDO L BULACLAC 01348785
SCG PHILIPPINES ERNESTO T PALISOC 01355343
SCG PHILIPPINES HERODIA N RAMIREZ 01321584
SCG PHILIPPINES GLORIA C DEDICATORIA 01345674
SCG PHILIPPINES RUBY M AUSTRIA 01328050
SCG PHILIPPINES NORLANDO M RAMIREZ 01358747
SCG PHILIPPINES CRISTINA G COLDAS 01343539
SCG PHILIPPINES MELVIN G DESCALZO 01347977
SCG PHILIPPINES ELVIRA R BUERA 01327748
SCG PHILIPPINES RAFAELA I ESPINO 01325981
SCG PHILIPPINES ROSANNA A RAGOT 01344305
SCG PHILIPPINES ANITA D SISON 01331096
SCG PHILIPPINES SUSAN M DAGSAAN 01326542
SCG PHILIPPINES VICTORIA A KARUNUNGAN 01315776
SCG PHILIPPINES ELSA T MENDOZA 01322400
SCG PHILIPPINES ERNA R PENARANDA 01321808
140
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES EMELITA M MANALASTAS 01323234
SCG PHILIPPINES MA BELINDA A ESCORPION 01344388
SCG PHILIPPINES VIOLETA D PESIGAN 01319281
SCG PHILIPPINES AIDA G VILLA 01330940
SCG PHILIPPINES LYDIA D MARMETO 01319380
SCG PHILIPPINES AMORFINA R RAGOS 01339040
SCG PHILIPPINES MA SALOME M OBANDO 01345708
SCG PHILIPPINES ORLANDO D CONSUELO 01357834
SCG PHILIPPINES SUSANA O HERMOSISIMA 01331831
SCG PHILIPPINES RODOLFO J DAYO 01347563
SCG PHILIPPINES ANTONIO E SUBIERE 01331914
SCG PHILIPPINES LINDA D PETRACHE 01338661
SCG PHILIPPINES SHERLITA A PADUA 01340436
SCG PHILIPPINES BENHUR M ROMO 01347738
SCG PHILIPPINES CATALINA S LANDICHO 01340394
SCG PHILIPPINES ANGEL L PANTE 01311270
SCG PHILIPPINES EUSEBIA H FRANCIA 01316758
SCG PHILIPPINES JOSELITO T TORREGOZA 01333886
SCG PHILIPPINES JOCELYN T GUECO 01323523
SCG PHILIPPINES NENITA S ESCOBAR 01340303
SCG PHILIPPINES FILOMENA L GLINO 01339578
SCG PHILIPPINES IRMA E ESPALLARDO 01320180
SCG PHILIPPINES MA. ELENA D DEL MUNDO 01330916
SCG PHILIPPINES MERLY N AVENGOZA 01323549
SCG PHILIPPINES ANTHONY CESAR K LOPEZ 01358503
SCG PHILIPPINES MARILYN G PRESBITERO 01345344
SCG PHILIPPINES ISHMAEL D ORDONEZ 01356614
SCG PHILIPPINES MA. SHIRLEY G RELENTE 01337770
SCG PHILLIPPINES MYRNA O CULMINAR 01340642
SCG PHILIPPINES ELIZABETH R DELA CRUZ 01311643
SCG PHILIPPINES EMELITA D DIVINA 01341335
SCG PHILIPPINES JOCELYN S BARRIENTOS 01339727
SCG PHILIPPINES AMALIA U BERMUDEZ 01315529
SCG PHILIPPINES PERLITA D SAN PEDRO 01331567
SCG PHILIPPINES JOSEPHINE A ESPINA 01327938
SCG PHILIPPINES CECILIA E UBALDO 01343752
SCG PHILIPPINES JOSEPHINE V SALAZAR 01344552
SCG PHILIPPINES EDGAR M ENRIQUEZ 01349031
SCG PHILIPPINES LUCILA A YAMBAO 01340766
SCG PHILIPPINES MENCHITA L LAMPON 01339537
SCG PHILIPPINES MA. LYDWINA B NOLES 01337747
SCG PHILIPPINES ALICIA S ZAMORA 01325197
SCG PHILIPPINES GEMMA A LISTAURO 01323424
SCG PHILIPPINES REYNALDO C MALLARI 01348561
SCG PHILIPPINES CONCEPCION G HICARTE 01343976
141
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES MYRNA M DIMARANAN 01322319
SCG PHILIPPINES NILO D DAHINGO 01357604
SCG PHILIPPINES DIGNA D GONZALES 01321857
SCG PHILIPPINES ERNESTO V MOISES 01352753
SCG PHILIPPINES RONALDO L MANUBAY 01335972
SCG PHILIPPINES ARLYN A RICAFRENTE 01345039
SCG PHILIPPINES MA. ROSARIO A BALDON 01338083
SCG PHILIPPINES PRESCILLA C BERNABE 01326443
SCG PHILIPPINES MELANI V KATIGBAK 01337622
SCG PHILIPPINES PEDRO A SILVESTRE 01347191
SCG PHILIPPINES GAVINA M DIVINO 01321782
SCG PHILIPPINES CRISTETA R BEDONIA 01321865
SCG PHILIPPINES MA. VICTORIA L ILAS 01324059
SCG PHILIPPINES EDWIN P MONTOYA 01341632
SCG PHILIPPINES ROSITA C RODRIGUEZ 01322764
SCG PHILIPPINES BEN O MEDENILLA 01335188
SCG PHILIPPINES LEONILA G DE VERA 01320677
SCG PHILIPPINES CRISTINA S DALIDA 01340667
SCG PHILIPPINES EDNA M JAVIER 01325734
SCG PHILIPPINES ELEANOR C GULIMAN 01323945
SCG PHILIPPINES ALBERTO R BILLONES 01347860
SCG PHILIPPINES TERESITA M MERCADER 01327110
SCG PHILIPPINES BENITA A LEGASPI 01344982
SCG PHILIPPINES ROWENA D JUMONONG 01322871
SCG PHILIPPINES EVANGELINE P FALCOTELO 01341954
SCG PHILIPPINES NORA E QUERIDO 01333456
SCG PHILIPPINES JENELITA S SAMSON 01338026
SCG PHILIPPINES ROMEO M BRUNO 01351706
SCG PHILIPPINES ROSALLA A VILLAMOR 01327433
SCG PHILIPPINES ELVIS C ABELLERA 01335964
SCG PHILIPPINES EDITHA S BERSAMINA 01344677
SCG PHILIPPINES JOCELYN J SORILLA 01343372
SCG PHILIPPINES REMEDIOS R RAMIREZ 01345021
SCG PHILIPPINES JONA S VULLAG 01340774
SCG PHILIPPINES LINDA B RAMORAN 01344768
SCG PHILIPPINES CLAUDIA G SAN GABRIEL 01343315
SCG PHILIPPINES LUISA P LEVARDO 01343158
SCG PHILIPPINES AVE O BUBAN 01343364
SCG PHILIPPINES HECTOR F KIM 01335931
SCG PHILIPPINES FLORENCIA G PLACIDO 01344974
SCG PHILIPPINES BUENAVENTURA M ORCULLO 01318036
SCG PHILIPPINES JOSELITO E SOLIS 01349650
SCG PHILIPPINES AUREA T CRUZ 01343141
SCG PHILIPPINES RICO M JIMENEZ 01345310
SCG PHILIPPINES ALEXANDER R CARTAGO 01352886
142
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES ROEL C MONTALES 01338927
SCG PHILIPPINES VICTORIA A SAMSON 01343489
SCG PHILIPPINES BRENDA M PADUA 01339560
SCG PHILIPPINES ANGUSTIA C CASTRO 01339891
SCG PHILIPPINES GILDA P ROMAN 01344099
SCG PHILIPPINES EDGAR P DE LEON 01347183
SCG PHILIPPINES WENCESLAO D RAGOT 01347092
SCG PHILIPPINES MILAGROS A AGUILA 01341251
SCG PHILIPPINES LESPAR P AQUINO 01347787
SCG PHILIPPINES RENATO G JOSEF 01352266
SCG PHILIPPINES ROMEO S SAMAR 01348314
SCG PHILIPPINES CHARLENE G BRAGA 01339321
SCG PHILIPPINES CHERRY C MANGLAPUS 01337408
SCG PHILIPPINES LOURDES-MA R CRUZ 01338281
SCG PHILIPPINES EDNA C BALDECANAS 01343778
SCG PHILIPPINES ENRICO C VIDA 01347936
SCG PHILIPPINES MAPABEL G SAMANIEGO 01337945
SCG PHILIPPINES RICARDO G DAMIAN 01352282
SCG PHILIPPINES GRACE-LUCILA B CORPUS 01337432
SCG PHILIPPINES CORNELIO B NASE 01348934
SCG PHILIPPINES ARLENE Z MUNASQUE 01342002
SCG PHILIPPINES ALEX C MENDOZA 01338125
SCG PHILIPPINES SUSAN L NACORDA 01337234
SCG PHILIPPINES MARIANO M MORA JR 01352985
SCG PHILIPPINES SOFIA A VIRAY 01343919
SCG PHILIPPINES PATROCINIO M ENRIQUEZ 01354411
SCG PHILIPPINES ANNABELLE R ILAS 01338224
SCG PHILIPPINES ELSIE M DURAN 01341400
SCG PHILIPPINES EULOGIA S MERCADO 01345237
SCG PHILIPPINES MELISSA A CARRASCA 01337507
SCG PHILIPPINES GIL JOEY L EBALDE 01348553
SCG PHILIPPINES MERLE M MARBELLA 01343224
SCG PHILIPPINES ROLANDO C BARGO 01344222
SCG PHILIPPINES ESTRELLA A POBLETE 01345955
SCG PHILIPPINES JOSEPHINE B DE GUZMAN 01338612
SCG PHILIPPINES VIRGINIA S CARRASCO 01340618
SCG PHILIPPINES ELEONOR D COLONA 01341749
SCG PHILIPPINES DOLORA R MACARAEG 01338752
SCG PHILIPPINES LYDIA GORDO 01341806
SCG PHILIPPINES AR??? VALENCIA 01341921
SCG PHILIPPINES GLENDA M NOFUENTE 01339867
SCG PHILIPPINES NESTOR P PAET 01348942
SCG PHILIPPINES ROSMOND S OBAS 01350146
SCG PHILIPPINES MA. JOSE M FABIA 01344230
SCG PHILIPPINES MOISES GILBUENA 01348751
143
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES YOLANDO G. YABUT 01352357
SCG PHILIPPINES FILIPINO A STA MARIA 01348280
SCG PHILIPPINES GINA P MONTOYA 01342564
SCG PHILIPPINES EMILIO F ESCOBAR 01344644
SCG PHILIPPINES PERLITA M ABRAHAM 01339974
SCG PHILIPPINES DENWOOD F LEGASPI 01347001
SCG PHILIPPINES EDUARDO D TAYAG 01344156
SCG PHILIPPINES FE R LAFUENTE 01338893
SCG PHILIPPINES ARLINA M SALANDANAN 01340030
SCG PHILIPPINES MELBALGAS M BAYOGO 01349916
SCG PHILIPPINES EMELITA P MATAHOM 01344743
SCG PHILIPPINES GINA O ARCIAGA 01340758
SCG PHILIPPINES MARCELA D DE VILLA 01344040
SCG PHILIPPINES MELCHOR B SEQUI 01349775
SCG PHILIPPINES YOLANDA B SANCHEZ 01339636
SCG PHILIPPINES MIRAFLOR B GIBAS 01339685
SCG PHILIPPINES JANUARIA R ZULUETA 01338687
SCG PHILIPPINES EDGARDO E DE CASTRO 01347746
SCG PHILIPPINES ELIZABETH G SERIOS 01342168
SCG PHILIPPINES JOSEFINA S CADUTDUT 01338810
SCG PHILIPPINES FELICIANO C ABALAIN JR. 01350385
SCG PHILIPPINES ROLEO M MARTINEZ 01352787
SCG PHILIPPINES ALLAN S ABOY 01342945
SCG PHILIPPINES JOANA J SILVANO 01338935
SCG PHILIPPINES MA. VISTACION A LOPEZ 01343232
SCG PHILIPPINES MAURO C SIETERIALES JR. 01357562
SCG PHILIPPINES ROLANDO A ROXAS 01349791
SCG PHILIPPINES CESAR M ENRIQUEZ 01348231
SCG PHILIPPINES MA. THERESA M COSTELO 01343349
SCG PHILIPPINES CARMELITA T REMOQUILLO 01343307
SCG PHILIPPINES GRACIA C ESPINOSA 01340865
SCG PHILIPPINES JOSE MA. A MINANA JR. 01359360
SCG PHILIPPINES SONIA E DE GUZMAN 01339586
SCG PHILIPPINES INOCENCIA A SAN JUAN 01338976
SCG PHILIPPINES HONORATO L SALINAS 01358214
SCG PHILIPPINES ROLANDO S BAUTISTA 01353108
SCG PHILIPPINES BERNARD B VILLAR III 01350849
SCG PHILIPPINES MARILYN C CONCEPCION 01343251
SCG PHILIPPINES ROSA F SANCHEZ 01342705
SCG PHILIPPINES MA. THERESA N MONZON 01340972
SCG PHILIPPINES MARIMOSE C BALIWAG 01340576
SCG PHILIPPINES ROGER C ROGADO 01349914
SCG PHILIPPINES ROWENA D FESALBON 01344826
SCG PHILIPPINES PHILIP D SOMES 01355244
SCG PHILIPPINES MARILYN T PAASA 01344651
144
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES JOSEPH F ESCARCHA 01347126
SCG PHILIPPINES ALFENIO B MAQUILING 01352860
SCG PHILIPPINES LEODEMAYO C CASIS 01357406
SCG PHILIPPINES LORETA B CARLES 01343471
SCG PHILIPPINES FLORENTINA C VERONA 01343828
SCG PHILIPPINES JOSEFINA A BIROG 01337259
SCG PHILIPPINES MARIANITA R BAYSON 01342812
SCG PHILIPPINES LILIBETH J ORINA 01342572
SCG PHILIPPINES ALEJANDRO T NAVIDAD 01350534
SCG PHILIPPINES MARINELA C ANICO 01341855
SCG PHILIPPINES ERMELITO V DELARA 01351201
SCG PHILIPPINES VICTORIA C ABORRO 01340428
SCG PHILIPPINES EDUARDO S BUENA 01356201
SCG PHILIPPINES JOSE VICENTE MIGUEL E CATILO 01357356
SCG PHILIPPINES PEDRO A PASUENGOS JR 01347571
SCG PHILIPPINES CRISELDA L ROMANES 01342515
SCG PHILIPPINES FERDINAND S CARINO 01347480
SCG PHILIPPINES JAIME B GONZALES 01351805
SCG PHILIPPINES GLORIA N PILAR 01343695
SCG PHILIPPINES JESUS T GARCIA 01347084
SCG PHILIPPINES MARISSA D SIMON 01346052
SCG PHILIPPINES TERESITA U OLAZO 01343687
SCG PHILIPPINES ANGELINA R ATILON 01343745
SCG PHILIPPINES MA. TERESA G ABOY 01342358
SCG PHILIPPINES WILLIAM E TAN 01347795
SCG PHILIPPINES GRACE S ANDAYA 01344586
SCG PHILIPPINES CRESENCIANO D ALIAS JR. 01353116
SCG PHILIPPINES LEONOR J MALAGUIT 01345146
SCG PHILIPPINES PATRICIO M REALIZAN 01354712
SCG PHILIPPINES CARLITO U CHACON 01355236
SCG PHILIPPINES ARTEMIO P MORA JR. 01350914
SCG PHILIPPINES ESTELITA P ALEJANDRO 01339958
SCG PHILIPPINES RHONIEL C TALUSAN 01357644
SCG PHILIPPINES MARY-JUNE V PASCUA 01346268
SCG PHILIPPINES NERISSA R SEALTIEL 01345716
SCG PHILIPPINES ANICETO V LAUDIZA 01358533
SCG PHILIPPINES ZENAIDA M CABANEZ 01347886
SCG PHILIPPINES IRENE S CUNANAN 01345971
SCG PHILIPPINES MA. SOCORRO L CLEMENTE 01338273
SCG PHILIPPINES AMANTE R FLORENDO 01351284
SCG PHILIPPINES MICHAEL ANDREW D PADILLA 01359081
SCG PHILIPPINES CORNELIO O BORDEOS 01357315
SCG PHILIPPINES ROMEO M DEMAFELIX 01357493
SCG PHILIPPINES BENJAMIN C GENECIRAN 01348991
SCG PHILIPPINES MARAVIC R DRIZ 01353132
145
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES BENEDICTO C BAQUIRAN 01355145
SCG PHILIPPINES MARLENE I ANDAYA 01346029
SCG PHILIPPINES EMMANUEL C SHIH 01348744
SCG PHILIPPINES MILTON M INAO JR. 01348967
SCG PHILIPPINES JOSELITO A REYES 01349148
SCG PHILIPPINES NORBERTO A PILASPILAS 01349700
SCG PHILIPPINES MARILOU C MOLDEZ 01340733
SCG PHILIPPINES RAMIRO D SORIANO 01359204
SCG PHILIPPINES ROEL D DECENA 01349767
SCG PHILIPPINES RUBEN U PALACIO 01359143
SCG PHILIPPINES NELSON O SEALTIEL 01347415
SCG PHILIPPINES JULIETA R ESCOTO 01333506
SCG PHILIPPINES FREDDIE G CASANTUSAN 01356592
SCG PHILIPPINES ROSELLER L SARMIENTO 01351292
SCG PHILIPPINES ROWENA C MANAIG 01350252
SCG PHILIPPINES VICTORIA T DINGAL 01349239
SCG PHILIPPINES ALBERT M REYES 01350088
SCG PHILIPPINES EDERLINDA Y PACUAN 01350997
SCG PHILIPPINES ARLEEN G PALMA 01352381
SCG PHILIPPINES ROCKY P SALDIVAR 01348181
SCG PHILIPPINES ZENAIDA G MENDOZA 01351029
SCG PHILIPPINES JOSEPHINE A CAOC 01356432
SCG PHILIPPINES GAVINO A CORONEL 01354395
SCG PHILIPPINES MERCEDITA P DACARA 01351367
SCG PHILIPPINES ROVELIA C REMOQUILLO 01351276
SCG PHILIPPINES GINALYN B BRIONES 01350807
SCG PHILIPPINES LEO E ESTREMERA 01355208
SCG PHILIPPINES BENJAMIN A UBALDO 01347878
SCG PHILIPPINES NORMAN RYAN R SALAZAR 01347035
SCG PHILIPPINES CORNELIO M ALMARIO 01348587
SCG PHILIPPINES GREG JOEL S SAEZ 01350716
SCG PHILIPPINES ARNELIO I ORIT 01359014
SCG PHILIPPINES MARY JANE C ALMENARIO 01350757
SCG PHILIPPINES IBARRA L REYNO 01358762
SCG PHILIPPINES FERNANDO F MERCADO 01347605
SCG PHILIPPINES ROBERTO A MUNOZ 01349106
SCG PHILIPPINES VICTOR P BERBON 01347704
SCG PHILIPPINES LORENA D BERONES 01344719
SCG PHILIPPINES OLIVIA A DE ARMAS 01351250
SCG PHiLIPPiNES MANUELA V BALTAZAR 01352704
SCG PHILIPPINES MARISSA J PEREZ 01349370
SCG PHILIPPINES VIRGILIO A SILVESTRE 01350740
SCG PHILIPPINES ALVIN L ATENDIDO 01355319
SCG PHILIPPINES CARLOS B HERMOSURA 01349734
SCG PHILIPPINES ANNA MAE D LOPEZ 01349387
146
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES DIOSA L PASCUAL 01352019
SCG PHILIPPINES LEONORA L LOMBOY 01352738
SCG PHILIPPINES GESILA L BALURAN 01349247
SCG PHILIPPINES JOSE N ABARRO 01357632
SCG PHILIPPINES PIEDAD L OCAMPO 01350468
SCG PHILIPPINES MEL AMOR C ESPOSO 01356693
SCG PHILIPPINES MONINA T TORAL 01351110
SCG PHILIPPINES JOCELYN M COSTELO 01350625
SCG PHILIPPINES MICHELLE P MENDOZA 01352613
SCG PHILIPPINES ANTHONY C DELOS SANTOS 01349098
SCG PHILIPPINES PORTIA E ESPELETA 01350708
SCG PHILIPPINES MARIA S MANGULABNAN 01351557
SCG PHILIPPINES BRENDA B MILLALOS 01353355
SCG PHILIPPINES EMMYLOU C ESCANO 01358242
SCG PHILIPPINES EDGAR R DELA CRUZ 01351227
SCG PHILIPPINES RITA C ARCENO 01350930
SCG PHILIPPINES JIMMY R CRUZATE 01357521
SCG PHILIPPINES ARNEL D DIMATULAC 01359194
SCG PHILIPPINES JOSEPHINE M MABUNGA 01350609
SCG PHILIPPINES ALVIN B ESPINOSA 01347373
SCG PHILIPPINES AMELIA P CENTINO 01349312
SCG PHILIPPINES MERCY D TANGLAO 01352712
SCG PHILIPPINES LEILA S ALEGRE 01352597
SCG PHILIPPINES ROWENA A PRESAS 01351862
SCG PHILIPPINES REXON C AGATON 01349007
SCG PHILIPPINES EDITHA P MIRARAN 01356861
SCG PHILIPPINES VICTOR R VALERIO 01347696
SCG PHILIPPINES JOSE MANUEL L BONAGUA 01359295
SCG PHILIPPINES AMANDY B GUZMAN 01349601
SCG PHILIPPINES SYLVIA A BABAN 01350633
SCG PHILIPPINES FROILAN T UBUNGEN 01349072
SCG PHILIPPINES BARBARA GRACE Q NIERRAS 01354080
SCG PHILIPPINES WLFREDO M SARMIENTO 01355069
SCG PHILIPPINES ERMINA M BUGARIN 01349452
SCG PHILIPPINES RODOLFO L JAMITO JR 01357653
SCG PHILIPPINES JOSE SAGISAG B MANGUNDAYAO 01353009
SCG PHILIPPINES AJIRICO M BRIONES 01353728
SCG PHILIPPINES CONSUELO P CONSTANTINO 01350302
SCG PHILIPPINES CARMINA B VELASCO 0134984l
SCG PHILIPPINES PRISCILA G GLORIANI 01352142
SCG PHILIPPINES LORENA I BACERA 01352100
SCG PHILIPPINES DOROTEA V MANGALIMAN 01349437
SCG PHILIPPINES RICHARD H VILLANUEVA 01359212
SCG PHILIPPINES ROSARIO P ARTIENDA 01353936
147
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES JOSEPH-PATRICH B BONAOBRA 01348439
SCG PHILIPPINES VIRGIE G UACAY 01351128
SCG PHILIPPINES NOEMI N DE LA CRUZ 01350393
SCG PHILIPPINES VERONICA C QUIZON 01351045
SCG PHILIPPINES JEROME D GONZALES 01351219
SCG PHILIPPINES LENDALE P ANONAT 01359131
SCG PHILIPPINES LUIS PAUL S LIMGENCO 01359372
SCG PHILIPPINES LANI A TRINIDAD 01353886
SCG PHILIPPINES GERALDINE A PANALIGAN 01350922
SCG PHILIPPINES CARLOS R CRUZ III 01347613
SCG PHILIPPINES EDEN C FELIX 01349619
SCG PHILIPPINES NERIO C ALENO 01352522
SCG PHILIPPINES HENRY B TAGUM 01352308
SCG PHILIPPINES ARNEL R DELA CRUZ 01355434
SCG PHILIPPINES MA. BERTEZA A SANGEL 01354270
SCG PHILIPPINES VALENTIN F NAORBE 01362894
SCG PHILIPPINES MINERVA A CANTERAS 01350872
SCG PHILIPPINES REX S LAROGA 01351672
SCG PHILIPPINES VICTOR L JORDAN 01351748
SCG PHILIPPINES ESTER V MACHA 01351409
SCG PHILIPPINES ADRION EUGENE RAMOS 01353207
SCG PHILIPPINES ARLENE L RAVANCHO 01354163
SCG PHILIPPINES VILMA A TABORA 01349858
SCG PHILIPPINES LUISA C FACUNDO 01358471
SCG PHILIPPINES JOSEPHINE R ARBOLEDA 01354155
SCG PHILIPPINES MILDRED O SALES 01352233
SCG PHILIPPINES BEVERLY G PAGADUAN 01351540
SCG PHILIPPINES JESUS N VILLANUEVA 01355186
SCG PHILIPPINES SUNNY P EVANGELISTA 01354072
SCG PHILIPPINES MA. LEONORA B BALILA 01351458
SCG PHILIPPINES EDGAR C MARQUEZ 01349783
SCG PHILIPPINES HAHNSEN L ISIDRO 01359410
SCG PHILIPPINES LUTHER R PAYAD 01357594
SCG PHILIPPINES JASMIN T DINGAL 01356267
SCG PHILIPPINES MA. CECILIA M HERRERA 01358560
SCG PHILIPPINES RONALD D DE VERA 01351516
SCG PHILIPPINES RODOLFO T SIA 01351789
SCG PHILIPPINES PAUL D PADILLA 01355211
SCG PHILIPPINES ARNEL C LACUATA 01356731
SCG PHILIPPINES RAMON PAOLO N HONTIVEROS JR 01353090
SCG PHILIPPINES NESTOR B FADUL 01350377
SCG PHILIPPINES ROWENA O LEUS 01354403
SCG PHILIPPINES ERA M DIMARANAN 01350864
SCG PHILIPPINES LEONOR M GARCIA 01350880
148
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES BABETTE T ALCEDO 01356226
SCG PHILIPPINES NELEUS C SAN GREGORIO 01355269
SCG PHILIPPINES ELISEO D LIMPIADA 01349049
SCG PHILIPPINES CELSO I FLORES JR 01352928
SCG PHILIPPINES TOMMY T EVANGELISTA 01358024
SCG PHILIPPINES JEEVER REY YANDOG 01354801
SCG PHILIPPINES REDORA C GUADALUPE 01355943
SCG PHILIPPINES ROBERT M SAN JOSE 01352191
SCG PHILIPPINES CRISTY V MENDOZA 01350583
SCG PHILIPPINES MARIE JEAN R GUERRA 01358091
SCG PHILIPPINES FRANCISCA A SANGALANG 01354304
SCG PHILIPPINES AIRENE C REYES 01353215
SCG PHILIPPINES MA. CECILIA N GONZALES 01350641
SCG PHILIPPINES EMMANUEL O DELA CRUZ JR 01351698
SCG PHILIPPINES ANNABELLA BAWASANTA 01354849
SCG PHILIPPINES SAMUEL T SUAVERDEZ 01351524
SCG PHILIPPINES LEONORA C PALAD 01350989
SCG PHILIPPINES CORONICA C MASUNGSONG 01351094
SCG PHILIPPINES MA. SOFIA B ESCOTE 01352225
SCG PHILIPPINES RUTH M RIVERA 01351870
SCG PHILIPPINES AILEEN M TIBAYAN 01356794
SCG PHILIPPINES ELLEN J ORDONO 01349890
SCG PHILIPPINES ERLINDA G RODOLFO 01352068
SCG PHILIPPINES ROMMEL M FERNANDEZ 01359042
SCG PHILIPPINES NOLLY P INTON 01357703
SCG PHILIPPINES ELVIRA M TERRIBLE 01351086
SCG PHILIPPINES CARLA M BUHAY 01351003
SCG PHILIPPINES VICTORIA G PONCECA 01352647
SCG PHILIPPINES VIOLETA C DECENA 01350898
SCG PHILIPPINES EDGAR B BRENZUELA 01349130
SCG PHILIPPINES ERNESTO F CRUZ 01355392
SCG PHILIPPINES ADDONYZ B ANTONIO 01354353
SCG PHILIPPINES MARCELO S AMBAYEC 01353421
SCG PHILIPPINES JUAN ALFONSO D SUAREZ 01359162
SCG PHILIPPINES JOSEPHINE F GANGOZO 01352126
SCG PHILIPPINES DALE DELANO K DE LEON 01358988
SCG PHILIPPINES ROWEL A ARTUZ 01358774
SCG PHILIPPINES EMELITA R ASUNCION 01350427
SCG PHILIPPINES NOEL L PABILONA 01353033
SCG PHILIPPINES FATIMA UZEL G CABAGUI 01350450
SCG PHILIPPINES CONCHITA R CRUZ 01351052
SCG PHILIPPINES DANNY M BALLAD 01358863
SCG PHILIPPINES JOAN C SARMIENTO 01352241
SCG PHILIPPINES ROSEMARIE A ROXAS 01352258
SCG PHILIPPINES MYRA B CRUZ 01354383
149
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES MARY ANN P ORENDAIN 01352837
SCG PHILIPPINES JENNY D GONZALES 01354031
SCG PHILIPPINES MARIFI D GALAY 01351920
SCG PHILIPPINES LORNA V INTERIOR 01350229
SCG PHILIPPINES REGINALD D GUZMAN 01349080
SCG PHILIPPINES ANTONIO L MANGUBAT 01358370
SCG PHILIPPINES GEORGE MACAWILE 01354460
SCG PHILIPPINES JOEL P CABUNGCAL 01350039
SCG PHILIPPINES JOUEL A PINLAC 01359232
SCG PHILIPPINES CARINA A SUAREZ 01349965
SCG PHILIPPINES MARICEL A MOJICA 01355309
SCG PHILIPPINES LIJZVIMINDA D CRUCILLO 01354205
SCG PHILIPPINES MA. CRISELDA L MONTANANO 01350237
SCG PHILIPPINES MA. THERESA L HUBILLA 01352399
SCG PHILIPPINES VIRGINIA C GANCHERO 01350815
SCG PHILIPPINES EDELINA T NUESTRO 01349403
SCG PHILIPPINES LILIA S DORADO 01354445
SCG PHILIPPINES GLORIA S FELICIANO 01352423
SCG PHILIPPINES ALBERT B GARCIA 01350120
SCG PHILIPPINES CARLOTA C MANDOCDOC 01351995
SCG PHILIPPINES FERDINAND S ALDAS 01358976
SCG PHILIPPINES JOSEPH G TEMANEL 01353850
SCG PHILIPPINES MARIETTA M WAGWAG 01358065
SCG PHILIPPINES ANABEL O SEVILLA 01356242
SCG PHILIPPINES JULIETA M VERGARA 01353371
SCG PHILIPPINES ARIEL S ONA 01357612
SCG PHILIPPINES RAMIL P MANDOCDOC 01355277
SCG PHILIPPINES RODOLFO V MATIAS JR 01355137
SCG PHILIPPINES MELBA N DE LA CRUZ 01353504
SCG PHILIPPINES MARILOU D DE LEON 01351888
SCG PHILIPPINES LEONARDO B MARTINEZ 01358222
SCG PHILIPPINES MINA A LAMA 01350245
SCG PHILIPPINES ARLENE J OCAMPO 01354106
SCG PHILIPPINES MARIFINA T QUIRIMIT 01352571
SCG PHILIPPINES GINA V MACATANGAY 01350765
SCG PHILIPPINES MELANIE A CERVANTES 01353389
SCG PHILIPPINES MARCIALINO M VALERIO 01350369
SCG PHILIPPINES MA. CELIA A LASERNA 01351938
SCG PHILIPPINES ELEANOR F PASCUAL 01350211
SCG PHILIPPINES CIELO P HO 01354114
SCG PHILIPPINES LIZA A BONSOL 01349544
SCG PHILIPPINES CRISTINA D GONZALES 01349494
SCG PHILIPPINES RICHARD P SICOT 01354361
SCG PHILIPPINES RONALDO O RESONTOC 01354496
SCG PHILIPPINES RENEL JANTZE M BABIA 01359113
150
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES ROBERTA F CALIMBAHIN 01351912
SCG PHILIPPINES MA. TERESA B JAVIER 01352696
SCG PHILIPPINES BERNADETTE L CORONEL 01349973
SCG PHILIPPINES LA VERNE H FRANCISCO 01355079
SCG PHILIPPINES ROLANDO E MENDOZA 01357582
SCG PHILIPPINES RICKY M POLIRAN 01359253
SCG PHILIPPINES MA. GINA L TUBERON 01352050
SCG PHILIPPINES JOSE C REFORMO 01358899
SCG PHILIPPINES ERWIN F BERNAL 01350179
SCG PHILIPPINES VILMA O ABEJERO 01356782
SCG PHILIPPINES MARIFE C ALAR 01352654
SCG PHILIPPINES DENNIS JOHN M HERRERA 01358192
SCG PHILIPPINES JOVANNIE C HILUANO 01360419
SCG PHILIPPINES SARAH B CALIZO 01352456
SCG PHILIPPINES LUISA G UACAY 01355962
SCG PHILIPPINES MA. VICTORIA T PERALTA 01353900
SCG PHILIPPINES LERMA P PENARANDA 01352209
SCG PHILIPPINES VICTORIA A GAMBOA 01352811
SCG PHILIPPINES MA. THERESA L PALALAY 01349197
SCG PHILIPPINES WENDELL V AGDEPPA 01357281
SCG PHILIPPINES IMELDA M CALOTES 01351466
SCG PHILIPPINES EMELIA Z APILAN 01352639
SCG PHILIPPINES JIMSER D DONATO 01354056
SCG PHILIPPINES ALMIRA G ALMAZAN 01357174
SCG PHILIPPINES JUDITH D SIA 01359071
SCG PHILIPPINES ROLANDO EDWIN O ONA 01353447
SCG PHILIPPINES MELODY P MANAMBAY 01357671
SCG PHILIPPINES RODERICK V SANDRO 01357711
SCG PHILIPPINES CRISTINA B DELOS REYES 01351243
SCG PHILIPPINES RHODA U CALAM 01352092
SCG PHILIPPINES CASTER B GASAPO 01355327
SCG PHILIPPINES ROSA A PEREZ 01353496
SCG PHILIPPINES BELLA M GUTIERREZ 01353512
SCG PHILIPPINES MA. DIVINA MENDOZA 01349361
SCG PHILIPPINES ROSEMARIEGIL S FERNANDEZ 01353987
SCG PHILIPPINES AMELIA D PAMA 01351904
SCG PHILIPPINES AILEEN A MERCADO 01356135
SCG PHILIPPINES JEFFREY H TORRENO 01358432
SCG PHILIPPINES RAYMOND S FRANCISCO 01348538
SCG PHILIPPINES RICHARD C CACHO 01359022
SCG PHILIPPINES JOEL A VELASCO 01349668
SCG PHILIPPINES ERLINA H MEJILLA 01350526
SCG PHILIPPINES MERCEDITA B MABUNGA 01356770
SCG PHILIPPINES MARINA L. OBUYES 01352290
SCG PHILIPPINES ANA?? INAO 01351359
151
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES DOMINGO M LAGBAO 01353041
SCG PHILIPPINES JULIUS P QUINTERO 01355285
SCG PHILIPPINES GLORIA M ANIEL 01350401
SCG PHILIPPINES GLENDA V ROSALES 01350054
SCG PHILIPPINES ROSTUM D. BALOSBALOS 01357364
SCG PHILIPPINES EDISON R DELOS REYES 01357471
SCG PHILIPPINES CONCEPCION ALICEL S ESQUIVEL 01351375
SCG PHILIPPINES MELISSA B SAN PEDRO 01356972
SCG PHILIPPINES ALFREDO J SANTIAGO 01359261
SCG PHILIPPINES ALLEN S LEDESMA 01353199
SCG PHILIPPINES ELNORA V JUAN 01354371
SCG PHILIPPINES JENNIFER A TANDOC 01350161
SCG PHILIPPINES PERLA B NOTA 01352464
SCG PHILIPPINES GEMMA GRACE A MOTOS 01355954
SCG PHILIPPINES DULCE R DANDO 01354332
SCG PHILIPPINES ANTHONY M BATHAN 01355259
SCG PHILIPPINES ROWENA C BRENZUELA 01352373
SCG PHILIPPINES MARIANNE G LABRA 01349502
SCG PHILIPPINES FORTUNATO M ARIOLA 01351532
SCG PHILIPPINES WILFREDO B PERALTA 01357745
SCG PHILIPPINES RANDY F MALAGAMBA 01358453
SCG PHILIPPINES HAZEL S FERNANDICO 01358230
SCG PHILIPPINES MARY ANN B SALAZAR 01350682
SCG PHILIPPINES VIRGINIA V BASALLOTE 01352365
SCG PHILIPPINES MELBA B AMBAGAN 01349338
SCG PHILIPPINES EUTIQUIO RODERICK C CALAGUI 01355038
SCG PHILIPPINES RAYMOND S GARCIA 01355475
SCG PHILIPPINES MELANIE L BUSA 01357873
SCG PHILIPPINES MA. THERESA G LLAMAS 01359550
SCG PHILIPPINES CLARISA B CORPUZ 01352183
SCG PHILIPPINES ARNEL V ESQUIVEL 01358404
SCG PHILIPPINES ESPERANZA O BITUIN 01354122
SCG PHILIPPINES CELESTE A AGUSTIN 01351318
SCG PHILIPPINES CLYDE R FOLLANTE 01355228
SCG PHILIPPINES MA. JOY O VALIENTE 01350112
SCG PHILIPPINES ALGER B BERNIDO 01353553
SCG PHILIPPINES LEONILO M PEDROSA 01357733
SCG PHILIPPINES JENNIFER H CORPUZ 01349213
SCG PHILIPPINES DOMINADOR L ARMENIO JR. 01357442
SCG PHILIPPINES RAYMOND O GOLEZ 01358952
SCG PHILIPPINES GINALYN C BILLONES 01352829
SCG PHILIPPINES GERRY G ONG 01358875
SCG PHILIPPINES ELSA M DALAWANGBAYAN 01350500
SCG PHILIPPINES ESTRELLA S IBASCO 01354041
152
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES FERNANDO M CHUA JR. 01356743
SCG PHILIPPINES ALAN Q TOLEDO 01355483
SCG PHILIPPINES GEORGE A JAURIGUE 01352340
SCG PHILIPPINES SHIRLEY D GOMEZ 01356921
SCG PHILIPPINES ELIZABETH M ORDINARIO 01349726
SCG PHILIPPINES EDISON G HERRERO 01358991
SCG PHILIPPINES NANCY D MALAGUM 01351607
SCG PHILIPPINES CELIA D BAUZON 01351946
SCG PHILIPPINES LEONARD P CLAUDIO 01353306
SCG PHILIPPINES MARY GRACE A NAVA 01355640
SCG PHILIPPINES MA ARLINA B LANDICHO 01349999
SCG PHILIPPINES GERALDINE V ELIJIDO 01353898
SCG PHILIPPINES RELIE TOM A AREVALO 01350005
SCG PHILIPPINES GUILLERMO III L ILAGAN 01358887
SCG PHILIPPINES RHODORA A HUGO 01351979
SCG PHILIPPINES PAUL R CAGUIA 01358661
SCG PHILIPPINES JOEL C QUINDOZA 01357265
SCG PHILIPPINES MA AMIHAN A GERAWA 01352431
SCG PHILIPPINES JEANETTE A GARCIA 01350492
SCG PHILIPPINES ERICK N GUTIERREZ 01356630
SCG PHILIPPINES MELANIE C OCAMPO 01352548
SCG PHILIPPINES TEOFILA B CAUBALEJO 01350070
SCG PHILIPPINES JOSEPHINE A OLAZO 01350559
SCG PHILIPPINES GLYN P DESQUITADO 01354221
SCG PHILIPPINES ALMA B PANALIGAN 01351987
SCG PHILIPPINES RIZAL V URRIQUIA 01350021
SCG PHILIPPINES CHRISTOPHER P GAQUI 01358444
SCG PHILIPPINES RICHARD S MUNOZ 01357240
SCG PHILIPPINES BRYAN O DELOS SANTOS 01354601
SCG PHILIPPINES LORENA A LAGUERTA 01352803
SCG PHILIPPINES JUVY R RETUTA 01357986
SCG PHILIPPINES CRISTINA M LORICA 01352845
SCG PHILIPPINES MICHAEL JOSEF T LAUREL 01359547
SCG PHILIPPINES GUISEL D SILVESTRE 01350823
SCG PHILIPPINES ELDA R FIDEL 01353363
SCG PHIUPPINES MICHELLE A SAREZ 01358572
SCG PHILIPPINES MA. CARMEN T ESTOR 01357059
SCG PHILIPPINES MARY ANN B PULMANO 01350773
SCG PHILIPPINES ELENA F HERMOGENO 01352670
SCG PHILIPPINES ROSIE D DELOS SANTOS 01352084
SCG PHILIPPINES ROWENA T GONZAGA 01354130
SCG PHILIPPINES CHRISTOPHER D BASILIDES 01357531
SCG PHILIPPINES LILIBETH L GARROVILLAS 01350328
SCG PHILIPPINES BELINDA L MORANTE 01354193
SCG PHILIPPINES MARY GRACE E REYES 01351136
153
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES HILDA D AGBISIT 01352001
SCG PHILIPPINES ARNOLD MARK E ENCARNADO 01358848
SCG PHILIPPINES ROWENA S FLORANO 01349205
SCG PHILIPPINES FODITHA D BARAQUIO 01356259
SCG PHILIPPINES LUCY B HERMOSILLA 01353912
SCG PHILIPPINES ROSALIE E ALEGIOJO 01356952
SCG PHILIPPINES ANNA MARIE M ALPARAS 01350906
SCG PHILIPPINES LEANDRO PAOLO L REYES 01358521
SCG PHILIPPINES CRISTOPHER G VARON 01357481
SCG PHILIPPINES PAUL GABRIEL D PEREZ 01359535
SCG PHILIPPINES NANCY P MANILA 01351599
SCG PHILIPPINES STELLA A BIARES 01352035
SCG PHILIPPINES MARY JANE L MON 01354092
SCG PHILIPPINES DANTE C POZAS JR. 01357372
SCG PHILIPPINES MARY JANE P DIMAPASOC 01350567
SCG PHILIPPINES MINERVA V HERMOSILLA 01350435
SCG PHILIPPINES JENNIFER A DELOS SANTOS 01350971
SCG PHILIPPINES VIRGINIA G ALDOVINO 01354344
SCG PHILIPPINES CONNIE V PEREZ 01349395
SCG PHILIPPINES MARISA F VALLENTE 01358032
SCG PHILIPPINES ARLENE LEA T DELOS SANTOS 01358107
SCG PHILIPPINES ROSALIE P RIVERO 01352621
SCG PHILIPPINES LEA P DELTO 01356883
SCG PHILIPPINES JESMEL T RIOFLORIDO 01349528
SCG PHILIPPINES GERALD SIMON P AGUILAR 01356184
SCG PHILIPPINES CARLOTA S STO DOMINGO 01351151
SCG PHILIPPINES FATIMA E ESPOSO 01349411
SCG PHILIPPINES RENATO D CANARES 01358901
SCG PHILIPPINES GIOVANNI ALVIN U AGUAS 01355368
SCG PHILIPPINES SIONE L LOPEZ 01356077
SCG PHILIPPINES VILMA A CATALAN 01356143
SCG PHILIPPINES ERNESTO C FINES II 01357721
SCG PHILIPPINES MARIBETH A GRATUITO 01356523
SCG PHILIPPINES JESSICA G SANGANGBAYAN 01352043
SCG PHILIPPINES ALELI P DISTURA 01353963
SCG PHILIPPINES DIOSDADO F PASCUAL 01355006
SCG PHILIPPINES CARLO O ISURITA 01358646
SCG PHILIPPINES CRISTINA N VILLANUEVA 01356044
SCG PHILIPPINES MARY JANE A TUGANO 01356011
SCG PHILIPPINES CHRISTOPHER R RAMOS 01357463
SCG PHILIPPINES CHRISTINA A TOGONON 01356317
SCG PHILIPPINES RONNIE D LAURETA 01358913
SCG PHILIPPINES FERDINAND R. ESTILLOMO 01358786
SCG PHILIPPINES RHODORA M MAYANO 01355931
SCG PHILIPPINES JENNIFER S PEREZ 01356275
154
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES ROSALIE O NOVELA 01354452
SCG PHILIPPINES MICHAEL L CATIGUM 01358412
SCG PHILIPPINES CLARA P SUMAYOD 01356028
SCG PHILIPPINES FRANCIS A BASA 01353348
SCG PHILIPPINES IAN C PONCE 01358925
SCG PHILIPPINES RODEL G SERIOS 01355376
SCG PHILIPPINES ANNLYN O BUBAN 0135700l
SCG PHILIPPINES FEDRYAN T TRINIDAD 01359485
SCG PHILIPPINES RONNIE L ONG-IKO 01358511
SCG PHILIPPINES MARIFI P DIMAPASOC 01358057
SCG PHILIPPINES SAMSON B PADILLA 01354502
SCG PHILIPPINES MAUREEN C LACSON 01355994
SCG PHILIPPINES DONNA A UBALDO 01358622
SCG PHILIPPINES MARIBETH C AGDEPPA 01357042
SCG PHILIPPINES ERVIN LAWRENCE O PATE 01357257
SCG PHILIPPINES RENE BOY V BORADO 01358040
SCG PHILIPPINES ANALYN L GUERRERO 01367414
SCG PHILIPPINES MA. LOURDES JOSEFINA M VELECINA 01357543
SCG PHILIPPINES ANNALYN M LAURETA 01357998
SCG PHILIPPINES CRISTINA B VELASCO 01357109
SCG PHILIPPINES MA. CRISTINA S CORPUZ 01356059
SCG PHILIPPINES LUDWIG L DE MESA 01355057
SCG PHILIPPINES MYRA O TOMALIN 01356531
SCG PHILIPPINES KISANTO M BAGSIC 01357430
SCG PHILIPPINES LEONICO M MARTINEZ JR 01356515
SCG PHILIPPINES PETER EMERSON T MACHA 01357513
SCG PHILIPPINES ANA RINA C PALAD 01357861
SCG PHILIPPINES DONALD L NANTES 01356681
SCG PHILIPPINES ROY M OLARTE 01357380
SCG PHILIPPINES JOFFRE R VALDEZ 01356507
SCG PHILIPPINES ZENAIDA R PINTO 01356218
SCG PHILIPPINES SHERWIN E PENAFLOR 01358305
SCG PHILIPPINES ROSEMELINDA G URBANO 01356309
SCG PHILIPPINES MARLON B MARTILLANO 01357341
SCG PHILIPPINES JIMMY A SUMAGAYSAY 01358949
SCG PHILIPPINES MAUREEN A QUIJANO 01356325
SCG PHILIPPINES JOVANIE D CLAVER 01358937
SCG PHILIPPINES MICHELLE B BONAOBRA 01356008
SCG PHILIPPINES NOVELLIAN C LOGA 01355970
SCG PHILIPPINES MA CENA B DOMINGO 01358115
SCG PHILIPPINES CONNIE R ALVAREZ 01356606
SCG PHILIPPINES MARILYN O GARCIA 01356127
SCG PHILIPPINES LIBRADA H BAUTISTA 01356151
SCG PHILIPPINES MA VICTORIA A ALTAREZ 01358123
155
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG PHILIPPINES JINNY A ALVARADO 01356853
SCG PHILIPPINES MA CRISTINA F MERCADO 01357422
SCG PHILIPPINES DONNALIZA B DOMAGSANG 01356440
SCG PHILIPPINES JANNET K SAN MIGUEL 01356069
SCG PHILIPPINES MARICRIS P MAYNIGO 01357885
SCG PHILIPPINES CATHERINE M LAMBIQUIT 01356996
SCG PHILIPPINES GLORIA A TAPIA 01356291
SCG PHILIPPINES ALMA LEA O UBALDE 01356984
SCG PHILIPPINES IVY A BARRIENTOS 01356176
SCG PHILIPPINES LEILANI C LACSON 01356283
SCG PHILIPPINES ELENA C PASCUA 01356036
SCG PHILIPPINES MARLYN C PALAD 01358331
SCG PHILIPPINES RENATO M DELOS REYES 01348710
SCG PHILIPPINES REYMOND R FARAON 01357331
SCG PHILIPPINES MANOLO R OCAMPO 01349155
SCG PHILIPPINES LOPEZ TONY 01358503
156
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - SINGAPORE
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG S'pore LOW KENG LEONG 01609133
SCG S'pore CHENG CHEE KIONG 01700084
SCG S'pore CHEONG TENG HOE 01700149
SCG S'pore CHEW MING HIAN 01700350
SCG S'pore CHONG CHOON JENG 01700394
SCG. S'pore FOONG WAI KEONG 01700441
SCG S'pore GAN PO LI 01700388
SCG S'pore KOH KENG WUI 01700404
SCG S'pore KOUK CHUNG FAI 01700330
SCG S'pore KUAN KIAT MIN 01700148
SCG S'pore KWOK PENG KWAN DAVID 01700447
SCG S'pore LAM KWOK KAY KEITH 01700029
SCG S'pore LEE GEOK HUA 01700103
SCG S'pore LEE WAI BIN 01700100
SCG S'Pore LEE YEN CHEONG 01700377
SCG S'pore LEE YI QIAN 01700409
SCG S'Pore LEONG WENG CHEW 01700083
SCG S'pore LEUNG KWONG HANG 10090381
SCG S'pore LEUNG WANG SHUN 01700048
SCG S'pore LIEW WAI KEONG 01700032
SCG S'pore LIM CHIT HIANG 01700033
SCG S'pore LIM HUI LENG 01700164
SCG S'pore LIM TECK BUN 01605572
SCG S'pore LONG TIEN KIAN 01700224
SCG S'pore MAK MOON KUEN 01700150
SCG S'pore NAOMI IMANAKA 01700431
SCG S'pore NG CHI MAN HECTOR 01700400
SCG S'pore NG KEAR KEN STEPHEN 01700389
SCG S'pore NG MUN YEE 01700013
SCG S'pore NG PENG HENG 01700155
SCG S'pore NG WAI YEE 01700135
SCG S'pore POON KUM CHOON 01700354
SCG S'pore QUEK LENG LI CELIA 01700191
SCG S'pore SHI ZHENG 01700229
SCG S'pore SIEW MAY FONG 01700177
SCG S'pore SNG BOON YEOW 01700334
SCG S'pore SO WAI MAN 01700152
SCG S'pore SOH CHAIT SENG 01700010
SCG S'pore SUEN CHIU KEUNG 01700015
SCG S'pore TAN HOCK WENG 01700392
SCG S'pore TAN KAY PHONG 01700158
SCG S'pore TAN KOON SIA 01700355
SCG S'pore TANG TUNG WEI 01700351
157
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG S'pore TAY CHIN BEE 01700361
SCG S'pore TAY GUAN LENG EDWARD 01700179
SCG S'pore TEO SEE SEE 01800244
SCG S'pore WONG SOEK MENG 01700203
SCG S'pore WONG YOOK CHIN 01700093
SCG S'pore YEO TIONG KHENG 01700357
SCG S'pore YEO WEE LEONG 01700105
158
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - SPAIN
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG Madrid MARIA EUGENIA TURRION 26330007
159
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - SWEDEN
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG SWEDEN BJORNSTAD, EVA 25320008
SCG SWEDEN NICLAS PETTERSSON 25320035
160
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - SWITZERLAND
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG SWITZERLAND BECKY MUMMA 10033715
SCG SWITZERLAND CORINNE MASSETTI 26300958
SCG SWITZERLAND KATHY SPENCE 26300883
SCG SWITZERLAND URS MENZI 26300093
SCG GENEVA-ESC TOM EDGAR 26300894
SCG GENEVA-ESC CORINNE MASSETTI 26300958
SCG GENEVA-ESC BECCI MUMMA 10033715
SCG GENEVA-ESC KATHY SPENCE 26300883
161
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - THAILAND
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG Thai ANUCHIT V. 00509001
SCG Thai BOONNAYANON NAMPEUNG 00509006
162
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - TAIWAN
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG TWN CHIU LISA 1010206
SCG TWN LEE ANNIE 1010252
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SCG AZ34 CHAPMAN, KENNETH T 10071053
SCG AZ34 CHAPMAN, LLOYD A 10118150
SCG AZ34 CHARON, TINA M 10026029
SCG AZ34 CLEMINGS, WILLIAM 10081076
SCG AZ34 COLDIRON, MARK S 10066640
SCG AZ34 COOK, AMBER 18000633
SCG AZ34 CORDELL, GARY B 10004539
SCG AZ34 CORELLA, SARAH 18003904
SCG AZ34 CORLETO, HECTOR F 18004364
SCG AZ34 COX, KAREN A 10080954
SCG AZ34 CROUSE, JACK D 10070544
SCG AZ34 DANIELY, MORRIS 10015258
215
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG AZ34 DAVIS, GREG A 10022951
SCG AZ34 DENVIR, MELISSA A 10074517
SCG AZ34 DEUTY, SCOTT W 10003961
SCG AZ34 DIVINE, TIMOTHY M 10063735
SCG AZ34 DOMKE, DOUGLAS C 10065751
SCG AZ34 DOTSON, ROBERT N 10061118
SCG AZ34 DUERWACHTER, AMY 18005519
SCG AZ34 EISWERTH, AMIE 18004288
SCG AZ34 ELLIS JR, ROY L 10074991
SCG AZ34 ELMO, DAVID A 10010949
SCG AZ34 ENGHOLM, CONNIE J 10063617
SCG AZ34 ESHAGHI, MAJID 10118948
SCG AZ34 FAULKNER, FRAN L 10079908
SCG AZ34 FITCH, KEITH 18000100
SCG AZ34 FLEMING, CARL 10077059
SCG AZ34 FLYER, ILANA J 10079698
SCG AZ34 FLYNN, JOHN P 10080170
SCG AZ34 FRICK, KEVIN E 10121000
SCG AZ34 GAJEWSKI, THOMAS G 10020365
SCG AZ34 GAMBLE, MICHAEL B 10009410
SCG AZ34 GANNON, ALICE M 10076869
SCG AZ34 GARLINGTON, ALAN J 10080273
SCG AZ34 GASS, CHRISTOPHER 10033682
SCG AZ34 GEBHARDT, KEN A 10004703
SCG AZ34 GINN, WAYNE 10106199
SCG AZ34 GLOVER, JACQUELYN 18002141
SCG AZ34 GONZALES, CARLOS A 10128563
SCG AZ34 GREEN, KATHLEEN 10085477
SCG AZ34 GRINTER, THOMAS 18004184
SCG AZ34 GUNTHER, WILLIAM P 10071239
SCG AZ34 HAILES, ROBERT R 10105591
SCG AZ34 HALL, JEFFERSON W 10000459
SCG AZ34 HAMLIN, LARRY D 10074451
SCG AZ34 HAND, KATHLEEN W 10086318
SCG AZ34 HANSEN, JASON A 10107488
SCG AZ34 HANSON, BRUCE N 10067864
SCG AZ34 HARBAUGH, KENT S 10073139
SCG AZ34 HARDING, ELDON R 10061420
SCG AZ34 HARMON, JOHN D 18000977
SCG AZ34 HAYES, LLOYD H 10084939
SCG AZ34 HILL, JAMES G 10053682
SCG AZ34 HOEL, CHRISTOPHER 18001029
SCG AZ34 HOOGSTRA, MICHAEL R 10072880
SCG AZ34 HUETTL, DANIEL R 10072296
SCG AZ34 HUGGINS, JAMES C 10079110
216
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG AZ34 HUNT, PAUL L 10009721
SCG AZ34 IMAM, MOHAMED A 10127179
SCG AZ34 JAMES, MARLIN R 10118151
SCG AZ34 JAMES MICHAEL L 10080730
SCG AZ34 JAMISON, SANDRA L 10020072
SCG AZ34 JEFFERY, PHILIP A 10082155
SCG AZ34 JENCK, LAURENT 18003127
SCG AZ34 JOHNSON, FRED M 10079556
SCG AZ34 JONES, MARJEAN 10113661
SCG AZ34 JONES, MICHAEL S 10103769
' AZ34 JONES, ROGER P 10069768
SCG AZ34 JONES, STEPHEN 18001147
SCG AZ34 KAYSER, KEVIN 18005539
SCG AZ34 KELSEY, BRUCE A 18004206
SCG AZ34 KIRCH, THOMAS J 10076141
SCG AZ34 KLOSTERMAN, DONALD H 10031438
SCG AZ34 KOH, YOUNGMAN 10107906
SCG AZ34 KREAGER, SHEILA 10076582
SCG AZ34 KRIZ-ROLE MARLA JANE 10069597
SCG AZ34 KROEHLER, FRANK G 10075167
SCG AZ34 LACAGNINA, FRANK A 10107762
SCG AZ34 LAKE, DOROTHY K 10076061
SCG AZ34 LAMBERT, CYNTHIA S 10020647
SCG AZ34 LAMEYER, DONALD J 10077509
SCG AZ34 LAWSON, RONALD W 10084986
SCG AZ34 LEBEAU, CHRISTOPHER J 10076436
SCG AZ34 LENTZ, SHERRON S 10038608
SCG AZ34 LEVSHIN, MARK Y 10007103
SCG AZ34 MAINI, RAJNISH 10084644
SCG AZ34 MANES, JAY T 10088602
SCG AZ34 MAYS, LONNE L 10016641
SCG AZ34 MC DEVITT, PAUL J 10068591
SCG AZ34 MCSHANE, LATECHIA 10128107
SCG AZ34 MEIERS, ROBERT J 10022696
SCG AZ34 MEILHON, OLIVIER P 18004243
SCG AZ34 MONK, CHERYL L 10132443
SCG AZ34 MOORE, SAMUEL H 10061645
SCG AZ34 MOORE, STEVEN A 10067359
SCG AZ34 MORTENSON, DAYTON F 10106442
SCG AZ34 NGUYEN, LOC T 10068973
SCG AZ34 NORTON, MARK A 10075152
SCG AZ34 OKADA, DAVID N 10067622
SCG AZ34 PACE, WILSON DAVID 10079672
SCG AZ34 PARASHER, ANJU 10074216
SCG AZ34 PATEL, ASIT G 10067874
217
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG AZ34 PENALOZA, JOSE F 10017885
SCG AZ34 PETERSON, JAMES R 10064129
SCG AZ34 PETTY, THOMAS D 10044831
SCG AZ34 PIERCE JR, RALPH E 10073625
SCG AZ34 RAO, SHILPA 10014786
SCG AZ34 RENTER, SHERRY L 10076724
SCG AZ34 RETUTA, DARIO V 01342895
SCG AZ34 RICE, A GREGORY 10080498
SCG AZ34 RIEDEL, RICHARD S 10070401
SCG AZ34 RIGGS, JOYCE M 10006367
SCG AZ34 RIGGS, SHANNON M 10077597
SCG AZ34 RODRIGUES, NILDA R 18002740
SCG AZ34 ROMAN, WILLIAM C 10015655
SCIS AZ34 ROWAN, KEVIN G 10045875
SCG AZ34 ROWLING, SHANE 18005649
SCG AZ34 SAKAMOTO, KURT K 10087577
SCG AZ34 SALAZAR, KATHRYN M 10120008
SCG AZ34 SALEH, MOUAYED M 10002751
SCG AZ34 SCHAFER, LESLIE L 10067269
SCG AZ34 SCHELLER, SHERRIE L 10076681
SCG AZ34 SCHROEDER, MICHAEL F 10095927
SCG AZ34 SCHULZ, ARMIN T 30003325
SCG AZ34 SEDDON, STEPHANIE R 10090901
SCG AZ34 SEDILLO, JAMES M 10090799
SCG AZ34 SENEFF, TIMOTHY E 10021781
SCG AZ34 SHAH, VIKRAM 10010582
SCG AZ34 SHOCKMAN, PAUL G 10075379
SCG AZ34 SHOOK, STEPHEN G 10055637
SCG AZ34 SIGLER, JEFF 18000696
SCG AZ34 SMITH, TIFFANY Y 10131132
SCG AZ34 SOMERO, BRADLEY M 10063858
SCG AZ34 SORIA, ESTHER 10075507
SCG AZ34 STOWERS, AMELIA 10075870
SCG AZ34 STANDAGE, LEONARD 10061396
SCG AZ34 STEIN, FREDERICK H 10126287
SCG AZ34 STEWART, LYLE P 10068227
SCG AZ34 STOUT, ROGER P 10071231
SCG AZ34 STROPKA, THADDEUS J 10011594
SCG AZ34 STUBBLEFIELD, ROGER F 10053655
SCG AZ34 STYS, CASEY 10028448
SCG AZ34 SUMMERS, PENNY M 10080789
SCG AZ34 SURA, RAMESH M 10010145
SCG AZ34 SUTOR, JUDY L 10037696
SCG AZ34 SYMONS, JOHN 10133370
SCG AZ34 THOMSON, ROBERT G 10029786
218
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG AZ34 TOTMAN, JEFFREY L 10067177
SCG AZ34 TRAYLOR, CHADWICK R 10111464
SCG AZ34 TRUONG, HUAN 18005116
SCG AZ34 TSOKRIS, NICKOLAS 10110641
SCG AZ34 TUCKER, ETHEL L 10017470
SCG AZ34 TURLEY, SUNG S 10012337
SCG AZ34 UNGER, SAN L 10080862
SCG AZ34 VALDEZ, KRISTIE A 18005818
SCG AZ34 VAN MARCHE, RICHMOND 10001245
SCG AZ34 VARGAS, JAIME R 10075919
SCG AZ34 VICKERS, LAURA S 10077798
SCG AZ34 VYNE, ROBERT L 10078997
SCG AZ34 WARD, THOMAS G 10005637
SCG AZ34 WEAVER, PETER A 10077146
SCG AZ34 WEIR III, BERNARD E 10020160
SCG AZ34 WHITE, KIMBERLY 18005538
SCG AZ34 WILLERS, ROBERT S 10079339
SCG AZ34 WILLIAMS, MICHAEL A 10022749
SCG AZ34 WOLFE, DAVID C 10103673
SCG AZ34 YANCIK, KENT J 10031524
SCG AZ34 YEOW, EDWARD 18000418
SCG AZ34 ZAHEDI, AL R 10077290
SCG AZ34 ZAMORA, MATTHEW J 10004286
SCG AZ34 ZLOTNICK, FREDRICK 10004152
SCG AZ49 CHRUMA, JERRY L 10061397
SCG AZ50 ANDERSON, HAROLD G 10053336
SCG AZ50 BOSCH, COLIN 10067867
SCG AZ50 BURGHOUT, WILLIAM F 10075368
SCG AZ50 CELAYA, PHILLIP C 10075448
SCG AZ50 CORONADO, RAYMOND 10091183
SCG AZ50 DONLEY, JAMES S 10017868
SCG AZ50 EVARD, PHILIP 10107770
SCG AZ50 FAUTY, JOSEPH 10005712
SCG AZ50 FOLEY, KEVIN J 10003538
SCG AZ50 FOLEY, MARIA A 10073193
SCG AZ50 JONES, FRANK T 10074293
SCG AZ50 LETTERMAN JR, JAMES P 10010003
SCG AZ50 MAJORS, EDWARD M 10054402
SCG AZ50 MEKO, TIMOTHY E 10046469
SCG AZ50 NELSON, KEITH E 10066400
SCG AZ50 NGO, CANG 10107163
SCG AZ50 NORTON, LAURA J 10107765
SCG AZ50 ODONNAL, CLAUDIA M 10080143
SCG AZ50 SEDDON, MICHAEL 10013132
SCG AZ50 SELBY, MARVIN H 10013357
219
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG AZ50 ST GERMAIN, STEPHEN 10078774
SCG AZ50 THIENPONT, DENISE M 10036702
SCG AZ50 TSAI, SHI TAOU 10011328
SCG AZ50 WEBB, BRIAN A 10079792
SCG AZ50 WEN, YENTING 10090842
SCG AZ50 WESTLAKE, MICHAEL A 10048127
SCG AZ50 YODER, JAY A 10070242
SCG CA04 BARHAM, CYNTHIA E 10063511
SCG CA04 FRIEDMAN, NINA 10083241
SCG CA04 HOLT, BRIAN 10091018
SCG CA04 JOHNSON III, WILLIAM H 10074304
SCG CA04 PICKEI, STEVEN M 10003480
SCG CA04 ROYBAL, ANTHONY W 10108639
SCG CA04 YUN, JAY H 10132447
SCG CA09 PAGE, SUSAN R 10091167
SCG CA09 TRAN, HUNG 18003795
SCG CA10 BENEVENTO, JAN 10083425
SCG CA10 BLOXSOM, DONALD P 10083494
SCG CA10 CATTON, KURT 10085658
SCG CA10 CHAME, AL 10085316
SCG CA10 DE ROSIER, LINDA 10064014
SCG CA10 FRAZIER, KEITH A 10034306
SCG CA10 KEEFER, RONALD 10083023
SCG CA10 KOVICH, MARK E 10083001
SCG CA10 MACAPINLAC, TOMASA 10085074
SCG CA10 MACRENARIS, JOSEPH 10000076
SCG CA10 RAO, JUSTINE 10083985
SCG CA10 STELLING, MARY H 10085874
SCG CA10 TRINH, HOA M 10132448
SCG CA10 WOJNOWSKI, MICHELE 10083149
SCG CA14 CLOUGH, CHARLES M 10059405
SCG CA14 COX, RETA M 10081766
SCG CA14 FONSECA, JACKIE 10082702
SCG CA14 MATANI, AJAY 10087235
SCG CA14 NOLAND, FREDERICK L 10086744
SCG CA14 PHILLIPS, MARK 10083492
SCG CA14 SMITH, LINDA D 10084211
SCG CA14 STICK, DENNIS D 10009912
SCG CO03 BRACKETT, EDWARD C 10080026
SCG CO03 COOKSEY, LYN 10061686
SCG CO03 HONNOLD, JOHN 18000983
SCG CO03 TOOHEY, BRETT 10088674
SCG CT02 RAFFERTY, THOMAS 10109481
SCG CT02 RAMPONE, MARY 10002140
SCG CT02 REINHARDT, STEVEN V 10004881
220
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG FL05 ADAMS, DAVID W 10016767
SCG FL05 DOUGLAS, NANCY 18002877
SCG FL05 PHELPS JR, FREDERICK G 10010901
SCG FL06 CARRINGTON, ANNETTE L 10083057
SCG FL06 CHAMCHARAS, JAMARIE 10132445
SCG FL06 KOPINS, GREGORY A 10098931
SCG FL06 MC LAUGHLIN, JAMES A 10021528
SCG FL06 MELSHEIMER, JAMES M 10084977
SCG FL15 GARNSEY, MARIANNE 10013987
SCG GA01 BLACK, JENNY 10052072
SCG GA25 BARLOW, JAMES M 10016909
SCG GA25 LYLES, JANINE A 10120112
SCG GA25 PARKER, WILLIAM M 10057701
SCG GA25 SCOLAMIERO, LINDA A 10001241
SCG IL03 BORKOWSKI, ANTHONY B 10035072
SCG IL03 BURIAN, THOMAS A 10047138
SCG IL03 LEETCH, KENNETH C 10019053
SCG IL03 OPASINSKI, KENNETH 10040745
SCG IL03 SEGAL, GARY 18000535
SCG IL03 SPANGLER, JAMES J 10022147
SCG IN03 BAYNES, MARY 10022827
SCG KS07 SLOCUM, KENNETH D 10061155
SCG MA01 BYRD, MARCIE 10000158
SCG MA01 BYRD, WILLIAM J 10051599
SCG MA01 CARRACINO, PAMELA ELLEN 10000037
SCG MA01 DAWSON, C WILLIAM 10001431
SCG MA01 LYMAN, MAUREEN 10001379
SCG MA01 MARCHICA, FRANK W 10004038
SCG MA01 MCGARRY, NICHOLAS A 10013438
SCG MA01 MELVILLE, RICHARD 10001388
SCG MA01 MOORE, ADRIENE M 10018597
SCG MA01 SHOAP, STEVE 10009955
SCG MA01 WHEELER, NANCY M 10001031
SCG MD01 BOYER II, ROBERT D 10011840
SCG MD01 GLATFELTER, ERIC 10106701
SCG MD01 KINNIRY, CHRISTINE F 10010159
SCG MD01 WEISINGER, WILLIAM 10092119
SCG MI01 BANNOURA, MUNIR N 10046260
SCG MI01 HAGERTY, JOSEPH 18001555
SCG MN02 ARNOLD, DARYL 10065118
SCG MN02 DANDRON, DIANE E 10064388
SCG MN02 DANDRON, JAY C 10046914
SCG MN02 FARNAM, JAY J 10050173
SCG MN02 FRANZMAN, BRADLEY C 10064384
SCG MN02 RISSER, TERRY E 10063455
221
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG MN02 WIDELL, RONALD R 10063813
SCG MO03 MATHEW, DOUGLAS H 10042905
SCG MO03 MITCHELL, KONNIE D 10065874
SCG NC02 BAEHR, LINDA M 10100346
SCG NC02 CROTEAU, SALLY J 10014125
SCG NC02 HALE, CHRISTOPHER 10080353
SCG NC02 HUNTER, PATRICK J 10014030
SCG NC02 MORRISON, WILLIAM L 10035982
SCG NC02 PFEUFFER, PAUL L 10015718
SCG NJ04 MAGUIRE, EDWARD 10131913
SCG NJ06 ALOTTA, JOHN 10003173
SCG NJ06 PONSIEK, MICHAEL E 10003665
SCG NJ06 TRAMONTE, PETER A 10005403
SCG NY09 ACKERMAN, RICHARD W 10007873
SCG NY09 CAMPBELL, PHILLIP E 10107532
SCG NY09 MURRAY, JOSEPH J 10006485
SCG NY09 REBER, JAMES 10005918
SCG OH03 BROSNAHAN, JAMES 10018815
SCG OH03 HANTAK, LESLIE J 10020774
SCG OH03 SCALISE, ALEKSANDRA 18000097
SCG OH05 MILLER, KURTH 10105599
SCG 0H05 WILLHIDE, RONALD L 10051164
SCG OK03 CROOKSTON, RICHARD J 10081495
SCG OR01 BARBER, LYNNE 10082540
SCG OR01 CARLSON, JAMES L 10084967
SCG OR01 FOWLER, VALERIE 18002743
SCG OR01 STIPPICH, DAVID 10082577
SCG PA01 EDEL, KENTWORTH M 10071261
SCG PA01 KNOWLES, KIMBERLY 10010672
SCG TX07 PLUTINO, JAMES A 10054723
SCG TX11 KOONCE, JEFFREY S 10000502
SCG TX12 CORTEZ, MARIA A 10125173
SCG TX12 MOORE, APRIL D 10118310
SCG TX12 PRICE, NAHLA T 10067432
SCG TX21 ALLGYER, PAUL J 10020350
SCG TX21 GEREN, THOMAS F 10063449
SCG TX21 KINDLA, WILLIAM J 10059210
SCG TX21 PARMENTER, KEVIN M 10022982
SCG TX21 WIGHTMAN, MICHAEL J 10055642
SCG TX63 NIX, LARRY G 10061374
SCG TX63 SNITES, ROBERT P 10129480
SCG WA02 BOOKOUT, STEPHEN R 10062538
SCG WA02 SHANAHAN, DENIS F 10073117
SCG WI03 HERD-BARBER, JACQUELINE D 10050193
SCG WI03 NOLDER, GREGORY W 10036730
222
<PAGE>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
SCG WI03 SCHAUL, TERRY L 10116744
SCG AZ SHI, ZHENG
223
<PAGE>
MOTOROLA INC.
TRANSFERRED SCG EMPLOYEES - UNITED KINGDOM
GROUP LOCATION NAME COMMERCE ID
----- -------- ---- -----------
SCG UNITED KINGDOM ALISTAIR BANHAM 21312418
SCG UNITED KINGDOM COLUM O'NEILL 21312449
SCG UNITED KINGDOM DALONY ELAINE HICKS 21312472
SCG UNITED KINGDOM DEBORAH DOE 21322510
SCG UNITED KINGDOM HAROLD REDHEAD 21312155
SCG UNITED KINGDOM JOHN WILLIAM CUSHING 21312485
SCG UNITED KINGDOM MILDRED BAKER 21312466
SCG UNITED KINGDOM TERESA FOSTER 21312425
SCG UNITED KINGDOM TRACY SMITH 21312290
1
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 1.3(d)
TRANSFERRED SHARED SERVICES EMPLOYEES
1
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEE - AUSTRALIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
MBG Aus HARRIS STEVE 280014
</TABLE>
2
<PAGE>
MOTOROLA, INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - CANADA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
IT CANADA BENJAMIN GALANG 36902900
QUALITY CANADA LEE A SORENSON 10053529
</TABLE>
3
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - CHINA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES CHINA SHENG-LI WANG 93000886
SALES CHINA ZHI-JUN QIAN 00640551
</TABLE>
4
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEE - CZECH REPUBLIC
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
HR CZECH REP. PETR DRAXLER 29731000
</TABLE>
5
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - FINLAND
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES FINLAND KLAUS JARVINEN 25320900
SALES FINLAND TAPANI JOKINEN 25320901
</TABLE>
6
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICE EMPLOYEE - FRANCE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE FRANCE JEAN CAPRAIS 22308523
FINANCE FRANCE JEAN PIERRE BETILLE 22316170
FINANCE FRANCE PASCALE AUBAGNAC: 22012976
FINANCE FRANCE VALERIE BAERENZUNG 22011362
IT FRANCE MAXIME LOSCO 22307569
QUALITY FRANCE ERICK PEREDO-PEREZ 22010728
SALES FRANCE JEAN PIERRE MESSA 22316141
SALES FRANCE GERARD MANIEZ 22316138
HR FRANCE PATRICK ROUX 22011598
FRANCE ALAIN RIMAUR 22304169
LOGISTICS FRANCE LILIANE CHINCHOLLE 22305740
LOGISTICS FRANCE PHILLIP CAMPBELL 22010619
</TABLE>
7
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - GERMANY
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
QUALITY GERMANY GEORG BREUCKER 23312651
SALES GERMANY JUTTA REUTTER 23312660
LOGISTICS GERMANY RORY DONOGHUE 23312319
</TABLE>
8
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - HONG KONG
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
LOGISTICS HK KATHLEEN LAU 79084727
FINANCE HK LAI WAH CHUNG 79082066
FINANCE HK YUEN CHING ONDY WONG 79074225
SALES HK CHING NGOK WONG 79200425
HR HK JOHN V TENCE 10090756
</TABLE>
9
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - INDIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
NONSCG India CHANDAK ASHOK 00400087
NONSCG India JAIN ARUN 00469906
NONSCG India VIVEK TYAGI 01700123
</TABLE>
10
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEE - ISRAEL
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE ISRAEL RAANAN RAITER 28307533
</TABLE>
11
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - ITALY
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES ITALY FAUSTO SPITONI 26310124
SALES ITALY LUIGI VIGANO 26310058
SALES ITALY MAURIZIO MALUTA 26310375
</TABLE>
12
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - JAPAN
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
Supply Mgt. JAPAN TAKAHIRO KOBAYASHI 58410238
Supply Mgt JAPAN YUICHI SATO 50883313
Supply Mgt. JAPAN YUMIKO TSUTSUI 58220801
Supply Mgt. JAPAN TETSUYA SAITO 50906008
Logistics JAPAN Megumi Tadano 50884089
Logistics JAPAN Kyomi Kogo 50902566
TECH PUB JAPAN MORISAN
TECH PUB JAPAN FUJIWARA
FINANCE JAPAN SHUICHI SATO 58410525
FINANCE JAPAN SATOSHI OTAKE 50861544
FINANCE JAPAN SHO YOSHIDA 50980781
QUALITY JAPAN TAKESHI OYAMA 50920240
SALES JAPAN HITOSHI SHIMAMURA 50929352
SALES JAPAN TOSHIYA HORI 50902680
SALES JAPAN HARUKI AZUMA 50770037
SALES JAPAN HIROAKI MIYANAGA 50850825
SALES JAPAN HIROYUKI NAGUMO 50870990
SALES JAPAN HISAYUKI UEDA 50893024
SALES JAPAN KENICHI MIURA 50871082
SALES JAPAN MASAYUKI IKEDA 50910088
SALES JAPAN NOBUKO KIMURA 50914119
SALES JAPAN NORIHIRO SONO 50884603
SALES JAPAN TETSUYA TOSA 50850652
SALES JAPAN TOSHIHIRO SEKINE 50871795
SALES JAPAN TOSHIHIRO NAKAYAMA 50881595
</TABLE>
13
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - KOREA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES KOREA JIN-MAN KIM N 01425800
SALES KOREA SANG-Ml KIL N 01422662
SALES KOREA KYEONG-RAN SONG MS 01470183
SALES KOREA JIN YOUNG CHUNG MS 01470160
SALES KOREA JIN WOO CHANG MS 01470511
SALES KOREA JUNG-SHIL CHEON MS 01470227
</TABLE>
14
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - MALAYSIA
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE MALAYSIA TING LAI TIANG 83000038
FINANCE MALAYSIA MINTOM BT MD SHAH 83000075
FINANCE MALAYSIA FLORENCE JOYCE A/P ASL MICHEAL 83002730
FINANCE MALAYSIA LAU THIEN CHEONG 83011768
FINANCE MALAYSIA ELIZABETH EASAW A/P N.JOHN EASAW 83015782
</TABLE>
15
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - MEXICO
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE MEXICO CAROL LYNN PRIETO FRIEDERICH 44013625
FINANCE MEXICO CECILIA ARAMBULA VELEZ 44013689
FINANCE MEXICO CLAUDIA GEORGINA MARTINEZ CHAVEZ 44012449
FINANCE MEXICO MA DEL ROCIO MURILLO MUQOZ 44010706
FINANCE MEXICO MA DEL ROCIO FLORES CONTRERAS 44007200
FINANCE MEXICO MARIO ROSALES VELARDE 44012432
FINANCE MEXICO ROSA MARIA GUTIERREZ SALAS 44011371
</TABLE>
16
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - PHILIPPINES
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE PHILIPPINES ANGELINA M MINIANO 01355830
FINANCE PHILIPPINES AURORA B ESTRELLA 01343059
FINANCE PHILIPPINES BERNARD B VILLAR III 01350849
FINANCE PHILIPPINES BRIGIDA C ISIP 01323515
FINANCE PHILIPPINES JOCELYN E BATAC 01359384
FINANCE PHILIPPINES LEONCIO E ATIENZA 01356713
FINANCE PHILIPPINES MA. LINDA A ARCILLA 01359121
FINANCE PHILIPPINES MA. LOURDES C DULIG 01357455
IT PHILIPPINES EILEEN P MADRID 01358584
IT PHILIPPINES JEANIMAR T JURICA 01300037
IT PHILIPPINES JENNIFER ANN A UY 01354888
IT PHILIPPINES JOHN JILL J NAVARRO 01359511
IT PHILIPPINES JOSE G DUNGO 01358180
IT PHILIPPINES LEMUEL Z ELESTERIO 01359170
Supply Mgt. PHILIPPINES ROXANNE B BORROMEO 01329603
Supply Mgt. PHILIPPINES EDGARDO O LAZO 01348389
Supply Mgt. PHILIPPINES GEORGE MACAWILE 01354460
Supply Mgt. PHILIPPINES LEVITA D COMIA 01312724
</TABLE>
17
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEE - PUERTO RICO
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SPS PUERTO RICO FIGUEROA, NYDIA 30003883
</TABLE>
18
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - SINGAPORE
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE S'pore TAY BEE HONG 01700046
SALES S'pore CHING NENG HAU 01700054
SALES S'pore WEE CHEE KIONG BOBBY MAMSFIELD 01700360
LOGISTICS S'pore CHAN WAI FUN 01700102
LOGISTICS S'pore PEK SIEW ENG 01700086
</TABLE>
19
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - SPAIN
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES SPAIN MARIA TURRION OLAVARRIET 26330007
SALES SPAIN GERMAN CUELLO SEGURA 26330026
</TABLE>
20
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - SWITZERLAND
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES SWITZERLAND PIERRE DETRAZ 26300010
</TABLE>
21
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - TAIWAN
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES TAIWAN JOYCE CHAO MS 01010254
SALES TAIWAN TONY CHIANG MR 01010179
</TABLE>
22
<PAGE>
Transferred Shared Services Employees - U.S.
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEES - UNITED STATES
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
FINANCE USA MULLEN, MARY F 10001441
FINANCE USA GURECKI, ALETHEA T 10006504
FINANCE USA BAEZA, JUDY A 10031366
FINANCE USA BRACKINS, ELNORA 10053479
FINANCE USA CANEZ, ELOISA B 10071811
FINANCE USA FORD, OLGA L 10074286
FINANCE USA ULM, JOANN 10079238
FINANCE USA FORD, JESUSITA L 10080428
FINANCE USA TRONE, ALVIN D 10081752
FINANCE USA CAMARENA, CHRISTINA 10091241
FINANCE USA KELLEY, SKYLER 10133663
FINANCE USA BARTEL, CHAD E 10136786
FINANCE USA JARVIS, RONALD D 18005974
IT USA COCKRILL, ROBERT S 18006090
IT USA PERLING, NANCY E 18006039
IT USA THORNHILL, DANIEL 10013176
IT USA AICHE, MARWAN 10091074
IT USA ALLISON, JAMES D 10129801
IT USA ASHCRAFT, RANDALL N 10013516
IT USA BABCOCK, DEAN T 10076011
IT USA BEJARANO JR, HECTOR H 10078675
IT USA BELLIOTTI, RICK J 10120059
IT USA BLAIR, DANNIE J 10066539
IT USA BRIGNONI, LIZMARI 10088302
IT USA CERNY, DOUGLAS R 10080036
IT USA CZAIA, JOANN M 10103999
IT USA DWYER, DARYL 18005545
IT USA ESPARZA, GLORIA 10074356
IT USA EWING, ROBERT W 10127873
IT USA GALLIVAN, DANIEL T 10098224
IT USA GARRETT, TIM M 10009043
IT USA GLOVER, RONALD R 10125255
IT USA GRIEVE, DAVID 18000352
IT USA HATTY, MICHAEL 10046505
IT USA HESTER, MARK M 10071993
IT USA JENSEN, CAROL E 10065905
IT USA JOHNSON, RONALD 10096341
IT USA KRUEGER, SPENCER V 10107923
IT USA LACY, ROBERT 18006091
IT USA LISTER JR, JIMMIE R 10004117
IT USA MacAFEE, SHELLIE H 18006065
IT USA MAGATA, BRUCE G 10117760
1T USA MICHIELUTTI, R JANELL 10071556
IT USA MURPHY, TERRENCE E 10127857
IT USA PARKER, HAROLD E 10133662
IT USA RIGGS, THOMAS 18000476
IT USA RUFFNER, DONALD C 10087292
IT USA SCOTT, DEBI A 10080967
</TABLE>
23
<PAGE>
Transferred Shared Services Employees - U.S.
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
IT USA SHOEMAKER, JOHN M 10099966
IT USA STEPHENS, RICHARD 18000023
IT USA STORER, MARK A 10047172
IT USA SWITZER, KARIN 10076693
IT USA THOMPSON, CHRISTOPHER C 10106951
IT USA VU, LAN 10125578
IT USA WHITE, MARIE 18001637
IT USA WIERSCH, ANTHONY H 10004693
IT USA YANG,HONG 18003112
IT USA ZDILLA, ANGELA M 10112327
IT USA GLENN, REBECCA G 10077735
IT USA MARHOEFER, CARL M 10034506
QUALITY USA CASEY, MARTIN J 10010599
QUALITY USA AFSHAR, DARYOUSH D 10011806
SALES USA HOLLOP, WALTER J 10003292
SALES USA WHEATLEY, WILLIAM R 10007706
SALES USA CIAMPAGLIA, MICHAEL 10009324
SALES USA STONE, RICHARD D 10065110
SALES USA LONG, JAMES F 10128094
SALES USA JOHNSTON, JOHN 10049052
SALES USA SHORB, JOHN 10044477
SALES USA ROBERTSON, JOHN T 10047808
SALES USA ELZEY, MARK E 10080426
SALES USA ETTINGER, FRED 10045405
SALES USA MICHAEL L REYNOLDS 10075783
USA MILANO, GREGORY S 10008936
USA VAN LEEUWEN, ERIC 10039165
USA WITCHGER, THOMAS R 10023350
USA WOLOSYN, RONALD 10002980
USA JULIE CONWAY 10077344
Logistics USA AMIE EISWERTH 18004288
Logistics USA BRUCE A KELSEY 18004206
Logistics USA CHERYL L MONK 10132443
Logistics USA DAVID POUNDER 23311946
Logistics USA FRANK A LACAGNINA 10107762
Logistics USA GARY B CORDELL 10004539
Logistics USA JOHN SYMONS 10133370
Logistics USA KATHLEEN W HAND 10086318
Logistics USA KEVIN G ROWAN 10045875
Logistics USA MARK S COLDIRON 10066640
Logistics USA MARLA JANE KRIZ-ROLE 10069597
Logistics USA PAUL S PIERCE 10053591
Logistics USA SARAH CORELLA 18003904
Logistics USA SHERRY L RENTER 10076724
Logistics USA SUSAN L GUDYKUNST 10075832
Logistics USA TINA M CHARON 10026029
Logistics USA WILLIAM JR J PITMAN 10073737
CSO USA KNOBEL, CHARLES A 10079225
CSO USA PIERCE, PAUL S 10053591
CSO USA BROGNA, SHARON R 10000934
CSO USA FINCK, LYNN 10001818
CSO USA WOOD, MARGARET A 10010844
CSO USA SHELTON, CAROLINE L 10019477
CSO USA TOMLINSON, MARY A 10022807
CSO USA DAVIS, BOBBETTE F 10028912
</TABLE>
24
<PAGE>
Transferred Shared Services Employees - U.S.
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
CSO USA SOLYMOSI, GEORGE T 10039679
CSO USA WEISE, RICHARD R 10043084
CSO USA KURTTI, ANN M 10045515
CSO USA CALDERONE,SHERRY 10047477
CSO USA QUINN, NANCY L 10047797
CSO USA WOLF, LYNDA M 10048613
CSO USA EDISON, ZOE A 10049026
CSO USA HOLBROOK, CAROL L 10050871
CSO USA KIRKHAM, JUDY 10065347
CSO USA FULLER, JACQUELINE L 10068412
CSO USA POWERS, SUSAN J 10068432
CSO USA KRITZLER, MARLENE J 10068767
CSO USA DEES, CHRISTIE L 10071494
CSO USA TINDELL, KATHLEEN J 10072127
CSO USA HUDSON, JANETTE 10072173
CSO USA SHOEMAKE, JULIANNE Y 10072592
CSO USA ATKINSON, M LYNN 10074290
CSO USA VALENZUELA, FELICIA J 10074665
CSO USA ORLANDO, SUSAN L 10075072
CSO USA STIH, GERALDINE 10075230
CSO USA WYMAN, KRISTIN 10075428
CSO USA PIERI, R DEAN 10075763
CSO USA CALDERON, PETER M 10076065
CSO USA RICHARDS, JESSICA 10078666
CSO USA GORMAN, LINDA A 10079255
CSO USA REID, JOHN W 10079708
CSO USA MASON, JOYCE M 10080139
CSO USA HERNANDEZ, NELLIE M 10080365
CSO USA WILLIAMSON, DANNY L 10081009
CSO USA DEAKIN, JANINE 10082375
CSO USA MITCHELL, MARILYN M 10082962
CSO USA DODD, KATHLEEN A 10083368
CSO USA CONGER, ROBIN L 10085862
CSO USA WHITE, SONIA S 10086656
CSO USA GRANNIS, SHARON E 10086870
CSO USA WILLIAMS, LISA M 10095119
CSO USA RICE, ANDREA L 10099081
CSO USA MIRANDA, PETE R 10099994
CSO USA LOEWY, LISA T 10121727
CSO USA SCOLAMIERO, LINDA A 10001241
</TABLE>
25
<PAGE>
MOTOROLA INC.
TRANSFERRED SHARED SERVICES EMPLOYEE - UNITED KINGDOM
<TABLE>
<CAPTION>
GROUP LOCATION NAME COMMERCE ID
- ----- -------- ---- -----------
<S> <C> <C> <C>
SALES UNITED KINGDOM PETER RUSSEL 21312036
</TABLE>
26
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 2.4(a)
SCG DOCUMENTS
CONTAINING
TERMS AND CONDITIONS
OF EMPLOYMENT -
BY COUNTRY
(MAY 9, 1999)
1
<PAGE>
TERMS AND CONDITIONS IN AUSTRALIA
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Standard Operating Procedures
A. Rostered days off
B. Overtime
C. Performance and Development Review
D. Performance Improvement Program
E. Separation of Employment
F. Rules of Conduct
G. Holidays
H. Annual Leave
I. Personal Leave
J. Parental Leave
K. Special Leave of Absence
L. Compassionate Leave
M. Long Service Leave
N. Educational Assistance
O. Domestic Relocation
P. Equal Employment and Non-Discrimination
Q. Harassment
R. Disciplinary Action
S. Affirmative Action
T. Respect for Senior Service
U. Resolving Complaints and Grievances
2
<PAGE>
TERMS AND CONDITIONS IN BRAZIL
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Pension Plan - Motorola do Brasil (including Basic
Retirement and Supplementary Retirement)
3
<PAGE>
TERMS AND CONDITIONS IN CANADA
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Guidebook: Planning Today for Your Tomorrow with the
Motorola Retirement Program in Canada
2. Life Steps Flexible Benefit Program (2 versions)
A. How your Life Steps Flexible Program works
B. Life Steps Extended Health Care Plan
C. Rate Summary
D. Other Important Information
3. Human Resources Policies and Procedures
A. Association/organization membership fees
B. Educational Assistance
C. Disability Plan
4. AT&T Capital "Benefit Leasing" Vehicle Program
5. Aetna Employee Assistance Program
6. Canada Life Group Home and Auto Insurance
7. Website printouts re Motorola Canada Limited
Retirement Program
8. Employee Benefits Plan administered by Aetna Benefits
Management Inc. or Motorola Canada Limited, Contract
No. 7156
9. January 29, 1999 correspondence re Revised Amendment
No. 1 to UNUM policies #83529-001 and 83529-002, with
policies attached
10. Motorola Canada Ltd. Pension Plan (effective
January 1, 1992)
11. Deferred Profit Sharing Plan for Employees of
Motorola Canada Ltd.
12. 1999 Business Planning Calendar reflecting holidays
13. Enhanced Vacation Policy (December 1997)
14. Non-Contributory Defined Contribution Pension
15. Group Registered Retirement Savings Program
4
<PAGE>
TERMS AND CONDITIONS IN CHINA
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Employment Contract for an Employee for
Motorola (China) Electronics Limited (Chinese version
and English translation)
2. Motorola Incentive Plan of 1998
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Leshan-Phoenix Semiconductor Co., Ltd. Human
Resources Policy (English translation)
A. Work Practice/Benefits Summary
B. Employment
C. Transfer of Employee Residential Account
D. Working Hours
E. Compensation Administration
F. Performance Management System
G. Change of Status
H. Overtime
I. Shift Premium
J. Meal Premium
K. Annual Bonus Payment
L. Housing
M. Employees' Medical
N. Educational Assistance
O. Employment Contract Signing
P. Attendance
Q. Personal Leave and Sick Leave
R. Annual Leave
S. Compensable Absences
T. Holidays
U. Prolonged Illness Leave
V. Women's Employee Protection
W. Transportation for Employees
X. Termination of Employment
Y. Resignation Procedure
Z. Disciplinary Procedure
AA. Grievance Procedure
BB. Employee Service Committee
CC. Internal Opportunity System
DD. Employee Housing Program
EE. Training Bond Policy
2. Orientation materials, Beijing 1996
3. Employer's Liability Insurance Health Benefit
(4/16/99)
5
<PAGE>
TERMS AND CONDITIONS IN CZECH REPUBLIC
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Contract of Employment between Motorola s.r.o. as
"Employer" and XY as "Employee", dated Feb. 5, 1999
(Czech version and English translation)
2. Form Contract of Employment between Motorola s.r.o.
and employee and Appendix thereto, dated March 15,
1999
3. Employment Offer Letter
4. Letter of Understanding, long-term expatriate
assignment
5. June 25, 1997 letter concerning secondment from
Motorola
6. Letter of Understanding, long-term expatriate
assignment dated Sept. 8, 1997
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. HR Policies
A. Training and Development
B. Manpower Control Procedure
C. Hiring of Temporary Staff
D. Management Responsibilities for Leavers from
their departments
E. Payroll Procedure
F. Vacation
G. Relocation
H. Overtime
2. Life and Permanent Disability
6
<PAGE>
TERMS AND CONDITIONS IN FINLAND
[To be provided]
7
<PAGE>
TERMS AND CONDITIONS IN FRANCE
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Contract of Employment (French version)
2. Letter of Understanding (long-term expatriate
assignment)
3. Letter of Understanding (repatriation)
4. Letter of Understanding (7-12 months married)
5. Letter of Understanding outlining the terms and
conditions of transfer to Motorola
6. Firm Offer Letter for Exempts
7. HR Manual in French
8. Jurisprudence Sociale Commentee
9. La Modification du Contrat de Travail
10. Capricel Prevoyance Notification re Motorola
Semiconductors
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Benefits provided for Motorola Semiconducteurs,
Toulouse by Capricel Prevoyance
2. Insurance Contract with Capriceo Prevoyance
3. Sample Voluntary Contract Re Short-Term Illness
4. Supplemental Life
5. Supplemental Death and Disability
6. Supplemental Medical
7. Accident/Illness Insurance
8
<PAGE>
TERMS AND CONDITIONS IN GERMANY
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Employment Contracts
A. Standard Employment Contract between
Motorola GmbH, Semiconductor Division, and
[employee]
B. Supplementary Agreement between Motorola
GmbH and [employee] re private use of
company cars
C. Standard Employment Agreement between
Motorola GmbH and [employee]
D. Standard Employment Agreement between
Motorola GrnbH Semiconductor Division, and
[employee]
E. Standard Employment Agreement between
Motorola GmbH, Semiconductor Division, and
[trainee]
F. Standard Employment Agreement between
Motorola GmbK Semiconductor Division/SCG,
and [trainee]
G. Relocation Allowance Policy
H. General Business Conditions of Personnel
Munchen GmbH
I. General Contract for the Motorola Electronic
GMB - Flensburg
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Group Insurance Contract
A. Group Insurance Contract between Motorola
Funkgerate GmbH and Allgemeine Assekuranz
(Asslourazioni Generali) of August 20, 1970.
B. Amendment of January 19, 1972 between
Motorola Funkgerate GmbH and Allegemeine
Assekuranz (Assklourazioni Generali) to
contract listed under 1.1
C. Amendment of December 11, 1975/February 25,
1976 to Group Insurance Contract between
Motorola Halbleiter GmbH and Allgemeine
Assekuranz to Group Insurance Contract
D. Amendment of December 11, 1975/February 24,
1976 between Motorola GmbH, Radio Products
Division, and Allgemeine Assekuranz to Group
Insurance Contract
E. Amendment of May 12, 1984 between Motorola
GmbH and Generali Lebensversicherung AG to
Group Insurance Contract
F. Amendment of April 24, 1986 between Motorola
GmbH and Generali Lebensversicherung AG to
Group Insurance Contract
G. Group Insurance Contract between Storno
Electronic GmbH and Generali
Lebensversicherung AG of November 18/28,
1990
H. Amendment between Motorola Electronic GmbH
and General Lebensversicherung AG of March
19, 1992 to Group Insurance Contract listed
under 1.7 above
I. Group Insurance Contract No. 2 between
Motorola Electronic GmbH and Generali
Munchener Lebensversicherung AG of October
18/November 11, 1994 with attached General
Conditions for Group Life Insurance, July
1994 and Conditions for Occupational
Disability Supplementary Insurance
9
<PAGE>
J. Amendment of August 25/December 23, 1998
between Motorola GmbH and Generali Munchener
Lebensversicherung AG to Group Insurance
Contract listed under 1.9 above
2. Pension Plan for Employees of all divisions of
Motorola GmbH, status October 1997 (as amended
through January 1995) (with attached Annexes I -
excerpt from Social Code -and 2 - calculation of
pensions for part-timers)
3. Shop Agreements
A. General Conditions of Work of Motorola GmbH,
Semiconductor Division (effective as of
April 1, 1994)
B. Motorola Promotion Program (effective as of
June 1, 1982) plus Amendment (dated May 27,
1982)
C. Shop Agreement No. 8/84 re "International
Medical Insurance Coverage on Business
Travel" (effective as of May 15, 1984)
D. Shop Agreement No. 8/84 re "Group Accident
Insurance" (effective as of May 1, 1984)
E. Shop Agreement No. 10/84 re "Use of Private
Cars for Business Travel" (effective as of
January 1, 1985)
F. Shop Agreement No. 6/88 re "Employee Pocket
Searches" (effective as of June 1, 1988)
G. Shop Agreement No. 8/88 re "Term of
Probation Period" (effective as of September
1, 1988)
H. Shop Agreement No. 5/89 re "Anniversary
Payments" (effective as of January 1, 1989)
I. Shop Agreement No. 6/89 re "Marriage and
Birth Benefits" (effective as of March 28,
1989)
J. Shop Agreement No. 7/89 re "Social Fund"
(effective as of January 1, 1989) providing
for extraordinary benefits in case of
economic emergency due to no fault.
K. Social Plan for employees "Logic and Logic
Support" departments dismissed on or before
September 30, 1990 (with attached Annexes I
- social selection - and II - severance
policy) dated January 15, 1990 [shop
Agreement No. 1/90]
L. Shop Agreement No. 2/90 re "Flexible Working
Hours and Reduction of Working Time"
(effective as of February 1, 1990)
M. Shop Agreement No. 3/90 re "Distribution of
Annual Salary over 13.3 Monthly Salaries"
dated May 17/21, 1990
N. Shop Agreement No. 1/92 re "Introduction of
a New Employee Development System"
(effective January 1, 1992)
O. Shop Agreement No. 5/92 re "Computation
Basis of Motorola Pension Plan" (effective
as of January 1, 1993)
P. Shop Agreement No. 1/94 re "Payment of Meal
Allowance for Employees in Marketing Field
Offices" (effective as of April 1, 1994)
Q. Shop Agreement No. 2/94 re "Vacation
Carryforward Policy" (effective as of July
1, 1994)
R. Shop Agreement No. 3/94 re "Work on
Saturdays, Sundays and Public Holidays"
(effective as of January 1, 1995)
S. Shop Agreement No. 1/95 re "Amendment to
Pension Plan for New Hirees as from 1995"
(effective as of January 1, 1995)
10
<PAGE>
T. Shop Agreement No, 2/95 re "Equal Treatment
of Male and Female Employees for Pension
Plan Purposes" (effective as of May 1, 1995)
U. Shop Agreement No. 3/95 re "Amendment to
Shop Agreement No. 2/90" dealing with the
recording of working hours (effective as of
January 1, 1996) (with attached
implementation procedures)
V. Shop Agreement No. 2/96 re "Allowances for
Business Travel" (effective as of March 1,
1996)
W. Shop Agreement No. 2/98 re "Refer a Friend
Program" (effective as of November 1, 1997)
X. Shop Agreement No. 1/99 re "Amendment to
Shop Agreement No. 3/94" dealing with the
compensation of extra work on Saturdays,
Sundays and public holidays for job grades E
09 and above dated February 19, 1999
4. Statistics on German pension plan
5. Summary of Benefits
6. Pension Plan (fur die Mitarbeter der Motorola GmbH)
7. Disability Insurance Plan (including Supplemental
Disability)
8. Life Insurance Plan (including Supplemental Life)
9. Service Recognition Payments Policy
10. Shop Agreement No. 8/84 re "International Medical
Insurance Coverage on Business Travel"
11. Shop Agreement No. 8/84 re "Group Accident Insurance"
12. Savings Plan
13. Rental Guarantee Policy
14. Relocation Plan
11
<PAGE>
TERMS AND CONDITIONS IN HONG KONG
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Service Agreement between Motorola Semi-Conductors
Hong Kong Ltd. and MSAS Cargo International (Far
East, Ltd.)
2. Form Employment Contracts
A. Grade E-10 or above
B. Grade E-04 to E-09
C. Contract for Sales Personnel
D. Individual Contract for Overseas Hiring
3. Summary of Separation Programs for Hong Kong Region
offered between May 1998 and October 1998.
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Staff Handbook
A. Human Resources Policies and Procedures
1. Employment
a. Employment
b. Personal Details
c. Hours of Work
d. Punctuality and Attendance
e. Probationary Period
f Performance Management
g. Internal Opportunity System
h. Referral Bonus
i. Termination of Employment
2. Compensation
a. Compensation Philosophy and
Administration
b. Payment of Salaries
c. Cash/Housing Allowance
d. Year-end Bonus
e. Performance Bonus
f Shift Premium
g. Overtime Payment
3. Benefits
a. Holidays
b. Leaves
c. Provident Fund Scheme
d. Group Life Insurance
e. Group Medical Insurance
f Employees' Compensation
Insurance
g. Business Travel Accident
Insurance
h. Holiday Allowance
i. Subsidized Medical Check-up
4. Training and Development
a. Key Objectives
b. 5-Day Training Policy
c. Training Opportunities
d. Individual Performance and Training
Planner
12
<PAGE>
B. Communication
1. Direct Dealing Policy
2. Communication Programs
a. Mass Communication Meetings
b. General Manager Dialogue
c. Human Resources Director/
Manager Dialogue
d. Other Communication
Programs
3. Speak-out Program
4. Motorola East
5. Notice Boards
6. Grievance Procedures ("Open Door"
Policy)
C. Employee Services and Facilities
1. Cafeteria
2. Recreational Activities
3. Vacation House
4. Health Services
D. Award and Recognition Programs
1. Service Awards
2. Small Wins Recognition Program
3. Shark's Fin Soup
4. Patent Awards
E. Rules and Regulations
1. Code of Conduct
2. Disciplinary Procedures
F. Confidential Information
G. Security and Safety
1. Employee Badge
2. Access Card
3. Material Pass
4. Company and Non-company Property
Pass
5. Bag Check
6. Photo-taking
7. Sign-in Visitor
8. Reporting
9. Parking Facility
10. Security Corners/Notice Boards
11. Safety Programs
12. Typhoon/Black Rainstorm Warning
Signal Arrangement
2. Employee staff handbook specifying working conditions
A. Application of the Employment Ordinance
B. Contract of Employment
C. Termination of Contracts of Employment
D. Employment Protection
E. Wages
F. Rest days
G. Holidays with Pay
H. Paid Annual Leave
I. Sickness Allowance
J. Maternity Protection
13
<PAGE>
K. End of Year Payment
L. Severance Payment
M. Long Service Payment
N. Wages and Employment Records
3. Human Resources Policy
A. Recruitment
B. Employee Referral Program
C. Internal Opportunity System
D. New Employee Orientation
E. Transfer
F. Employee Badge
G. Personnel Record
H. Probation Employment Period
I. Attendance Record (time sheet)
J. Typhoon and Black Rain Storm Warning
K. Year-End Bonus
L Overtime
M. Shift Premium
N. Medical Insurance
O. Provident Fund Scheme
P. Group Life Insurance
Q. Business Travel Accident Insurance
R. Health Subsidy
S. Retirement
T. Tax Effective Plan
U. Company Holidays
V. Annual Leave
W. Sick Leave
X. Marriage Leave
Y. Maternity Leave
Z. Compassionate/Jury Leave
AA. Paternity Leave
BB. Training and Development Sponsorship Policy
CC. Company Sponsored Professional Examination
DD. Company Sponsored Professional Bodies
EE. Membership
FF. Internal Instructor Allowance
GG. Employee Recreation
HH. Vacation House Rental Subsidy
II. Food Committee
JJ. Company Publications
KK. General Manager/Site Manager/Human Resources
Manager Dialogue
LL. Mass Communication Meeting
MM. Shift Committees
NN. "Speak Out"
OO. Daily Briefing Sessions
PP. Floral/Gift Offering
QQ. Equal Employment Opportunity
RR. Small Wins
14
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SS. Departmental Celebration Fund
TT. Direct Labor Lockers
UU. ESD Protecting Uniform/Shoes
VV. Photo/Video taking
WW. SHC Car Parking
XX. Rules of Conduct
YY. Disciplinary Procedures
ZZ. Tardiness
AAA. Termination of Employment
BBB. Performance Improvement Plan (PIP)
4. American Assurance Company Limited Policy issued to
Motorola Semiconductors Hong Kong, Ltd. and Motorola
Asia Pacific Ltd. with endorsements
5. Summary of Benefits
6. Summary of HR policies, benefits, and compensation
programs and plans
7. Motorola Hong Kong Provident Fund Scheme-Sample
Balanced Investment Fund, Asian Fund, and Deposit
Fund
8. American International Assurance Company Limited
Group Life Policy, with endorsements.
9. American International Assurance Company Limited
Group Hospital and Surgical Policy, with endorsements
10. Benefit Insurance Policy letter to Edmund Chan, Nov.
24, 1995
11. American International Assurance Co., Evacuation and
Repatriation Benefit (5/18/98)
12. Travel Insurance Policy
13. Company Automobile Policy (2/1/99)
14. On-the-Spot Recognition Program 1999 (3/15/99)
15
<PAGE>
TERMS AND CONDITIONS IN INDIA
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Terms of Voluntary Severance Plan in India (1998
Plan)
2. Appointment Letter pro forma
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. HR Policies and Procedures.
A. Hiring, Promotion, Transfer and Termination
Policy and Procedures
B. Pre-Employment Medical Examination
C. Medical Assistance Scheme
D. Relocation Policy
E. Leave Rules
F. Exit Policy
G. Payroll Procedure Policy
H. Payroll Audit
I. Compensatory Allowance
J. House Rent Assistance
K. Hard Furnishing Assistance
L. Local Conveyance Expenses Reimbursement
Policy
M. Leave Travel Assistance
N. Joining Bonus
O. House Lease Policy
P. Pest Control at Residence
Q. Security at Residence
R. Alternate Power Supply Equipment
S. Telephone at Residence
T. Company Vehicle Plan
U. Special Allowance Payment
2. Summary of Benefits
3. RULES: Definitions, Eligibility and Requirements for
Membership
4. Master Proposal for Group Gratuity Insurance Scheme
5. Employees' Superannuation Scheme
6. Employees' Provident Fund
16
<PAGE>
TERMS AND CONDITIONS IN IRELAND
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Motorola Retirement and Death Benefit Plan
2. Motorola Medical Aid Scheme
3. Irish Life Disability and Life Insurance
4. Holiday Bonus
17
<PAGE>
TERMS AND CONDITIONS IN ISRAEL
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. A sample of a contract for an MIL Employee (Hebrew)
2. A sample of a job offer, global and overtime (Hebrew)
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. A booklet containing Motorola Israel's "Working
Constitution" (Hebrew)
2. Benefits Eligibility for Each of the Company's
E-Grade (Hebrew)
3. Summary of Benefits
4. 1998 Compensation Package and Benefits Package
5. Sample Pension Contract (Hebrew)
6. Provident Fund
7. Medical Plan
8. Disability Plan
9. Life Insurance Plan
18
<PAGE>
TERMS AND CONDITIONS IN ITALY
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. National Contracts (Italian)
2. Offer Letter
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Company Car Policy (Italian)
2. Compensation and Benefit Policy (Italian)
3. Compensation and benefits budget proposal for plan
year 1999
4. Training Policy (Italian)
5. Labour (CCNL Commercio) (Italian)
6. Medical, Accidental Death and Disability Insurance
19
<PAGE>
TERMS AND CONDITIONS IN JAPAN
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Employment Contract for Motorola, Japan Ltd.
with Motorola Work Rules attached, in English
2. Japanese language contract (one-page) without Work
Rules
3. Form employment contract for expatriates
4. Motorola Code of Conduct
5. Notification to local labor government authority re
agreement between MJL and representative of MJL
Motorolan Committee Japan concerning overtime work
6. Bank account direct deposit application
7. Application for health insurance for additional
person
8. Application for changes and additions to additional
person health insurance
9. Guidelines for Appropriate Use of Motorola Computer
Facilities
10. Form of new employee retirement account
11. Benefit plan confirmation form
12. Memorandum agreement dated 4/l/95 between Shinko
Electric K.K. and MJL regarding basic treatment of
MJL employees subcontracted to Shinko Electric K.K.
13. Memorandum agreement dated October 1, 1998 between
Fenitec Semiconductor K.K. and MJL regarding the
fixed salary of the subcontracted employees (Mr.
Hiroo Igarashi (Section Chief Manager) and Mr.
Yoshiga Hidetoshi (Group Leader))
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Motorola HIS (Health Insurance Society) version and
Japanese translation)
2. Retirement Pension Plan/Rules on Resignation Pension:
Rates for Payments of Lump Sum Benefit, Deferral
Rates Corresponding to Ages at the Time of
Retirement, Rates Corresponding to Ages at the Time
of Death or Option, Rates for Lump Sum Benefit Opted
for
3. Health Insurance
4. Company Asset Building Payroll Savings Account
Program
5. Social Insurance
6. Group Auto Insurance
7. Retirement Pension Plan
8. Company Loan Program
9. Baby Sitter Support Program
10. Gifts for Congratulation, Condolences and Sympathy
for Disasters
11. Support for Recreational Activities (Sports Club,
Tokyo Disneyland, Ticket Reservations, Villas)
12. Pamphlet explaining contents of social, health and
labor insurance
13. Pamphlet explaining outline of the Gifts for
Congratulations, Condolences and Sympathy for
Disasters
14. Rules for the Gifts for Congratulations, Condolences
and Sympathy for Disasters
15. Pamphlet explaining outline of Company Asset Building
20
<PAGE>
16. Pamphlet explaining outline of company loan
17. Pamphlets explaining group insurance program
18. Retirement Package Program for Aizu Works
19. Summary of Selective Severance Program
20. Rules on Resignation Pension
21. Rules on Handling of Workmen's Property Accumulation
Savings
22. Life Insurance: Dai-ichi Mutual Life Insurance
Company, 1998.
NON-COMPETE, CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS
1. Confidentiality and Intellectual Property Assignment
Agreement
2. Retirement Confidentiality Agreement
OTHER
1. Booklet re Social Insurance Systems
21
<PAGE>
TERMS AND CONDITIONS IN KOREA
EMPLOYMENT, BONUS, INCENTIVE TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Letter of Employment for Motorola Electronics
Pte. Ltd. with Employment Agreement attached
2. Form Letter of Job Offer
3. Probational Employment Contract (in English and
Korean)
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. HR Policies/Regulation of Employment
A. General Provisions
B. Personnel Administration
1. Employment
2. Leave of Absence
3. Reinstatement
4. Termination and Dismissal
C. Service at the Company
1. General Provisions
2. Working and Break Hours
3 Attendance and Departure
4. Holidays
D. Wage
1. Compensation Management
2. Allowance
3. Bonus
E. Welfare
F. Safety and Health
G. Training
H. Reward and Disciplinary
1. Rewards
2. Disciplinary
I. Labor - Management Council
J. Addendum
22
<PAGE>
TERMS AND CONDITIONS IN MALAYSIA
EMPLOYMENT, BONUS, INCENTIVE. TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Letter of Appointment (Employment Contract)
for Motorola Semiconductor Sdn Bhd Semiconductor
Products Sector
2. Car Benefit for Staff Managers and Policy Handbook
3. Form of Employment Offer Letter and Initial
Employment Contract (MSSB)
4. Form of Confidentiality Agreement executed by all new
employees (MSSB)
5. Form of End-User Personal Computing Policy executed
by all new employees (MSSB)
6. Form of Software Licensing, Information Protection
and Non-Disclosure Agreement executed by all
employees (MSSB)
7. Sample offer of employment letter, dated September
18, 1997, to Dr. S. Arulkumaran (MSSB)
8. Sample offer of employment letter, dated September
18, 1997, to Mr. Palanisamy Chinnathambi Selvaraj
(MSSB)
9. Sample offer of employment letter, dated November 28,
1997, to Mr. Saikat Khisa (MSSB)
10. Sample contract regarding reimbursement of education
expenses for children of MSSB employees and related
documentation, dated December 1, 1994, to
Santhiragasen SP
11. Sample contract (in Malaysian version) per Tawaran
Pekerjan, dated June 6, 1997 (MSSB)
12. Sample offer of employment letter, 12/31/97, to
Batumnal aia/p Kuppa Samy
13. Sulit: Borang Permohonan Program Pemberhentian
Pekerja Secara Sukarela (VSP), Name: Siti Habshah Abd
Talib, [September 3, 1998] (Malaysian version)
14. MSSB Voluntary Severance Program Agreement, signed
November 7, 1998 by Siti Habshah Bt Abp Talib
(English version, 1st page is missing)
15. Questions and Answers on VSP and Sample of Separation
Agreement to be signed by VSP Participants dated
January 30, 1998 between Motorola Semi-Conductor SDN
BHD between that party and Yyy Scong
16. Voluntary Severance Program
17. VSP Participants and Payout Amounts
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. List of Benefits for Motorola Malaysia: Benefits
including Quantifiable (used as calculation for Cost
of Labor reports), non-quantifiable and list of
compensation
2. List of Benefits for Motorola SMP: Benefits including
Quantifiable (used as calculation for Cost of Labor
reports), non-quantifiable and list of compensation
3. Health Care and Life Insurance Programs for Motorola
Employees in Malaysia, including Medical Coverage,
Group Life and Total and
23
<PAGE>
Permanent Disability Insurance, Accidental Death and
Dismemberment Insurance, Major Medical and
Catastrophic Coverage (Malaysian version and English
translation)
4. Special Premium effective January 1, 1998 and new
salary structure for Direct Labor dated November 14,
1997
5. Senior Executive Plan for Group Hospitalization and
Surgical Program (August 12, 1997)
6. Yearly Renewable Group Term Life Assurance Scheme
with Supplementary Permanent Total Disability Benefit
(Aetna, dated February 1, 1996)
7. Pamphlet (Malaysian version) titled Motorola Dan Anda
8. Memo re Special Premium to All Motorolans working on
night shifts, Saturday and Sunday, dated November 14,
1997, effective January 1, 1998
9. Shift Premium, Policy No. MSSB 213, effective
November 11, 1990, Revised November 1, 1993 re
additional compensation
10. Plater Premium, Policy No. MSSB 214, effective
September 2, 1984 and revised November 1, 1993 re
procedure for employment of platers in the metal
finishing department and outline platers premium
payable to all platers
11. Overtime Premium Payments, Policy No. MSSB 215,
effective October 1, 1980 and revised November 1,
1993 re rate of premium payments for work performed
beyond 8 hours per day and 48 hours per week
12. Motorola Motor Vehicle Purchase Interest Subsidy,
Policy No. MSSB 217, effective July 1, 1982 and
revised November 1, 1993 re procedures and conditions
under which all employees in 20 grade structure may
be granted an interest subsidy for a motor vehicle
purchase
13. Temporary Special Relief Allowance, Policy No. 245,
effective August 1, 1981 and revised June 1, 1993 re
temporary special relief allowance to alleviate some
of the hardship endured due to increased cost of
living
14. Annual Employee Bonus, Policy No. MSSB 255, effective
September 1, 1979 and revised November 1, 1993 re
conditions under which full-time MSSB and MESB
employees may be granted a bonus
15. Transportation, Policy No. MSSB 275, effective
September 1, 1979 and revised July 26, 1995 re
conditions under which MSSB employees may be eligible
to utilize company-organized transportation
16. Flexible Benefits Program, Policy No. MSSB 280,
effective February 1, 1992 re employees who report to
General Manger and grade E 10 and above, applicable
to employees of equivalent position in MII with
minimum one-year service with Motorola
17. Holidays, Policy No. MSSB 305, effective September 1,
1983 and revised July 26, 1995 re holidays observed
by the company and eligibility for holiday payments
18. Annual Leave (Vacation), Policy No. MSSB 315,
effective September 1, 1984 and revised November 1,
1993 re annual leave with pay for eligible employees
24
<PAGE>
19. Payment for Absent Time (Medical/Hospitalization),
Policy No. MSSB 325, effective October 1, 1980 and
revised November 1, 1993 re procedures and conditions
under which employees may be granted time off with
pay for personal illness or non-job related injuries
20. Compassionate Leave, Policy No. MSSB 345, effective
September 1, 1984 and revised November 1, 1993 re
limited pay continuance during periods of absence
from work for reasons deemed compassionate such as
birth, marriage or death in the immediate family
21. Maternity Leave, Policy No. MSSB 350, effective March
1, 1985 and revised November 1, 1993 re procedures to
be applied when a female employee must be absent from
work due to pregnancy
22. Overtime Meal Allowance, Policy No. MSSB 419,
effective May 1, 1982 and revised November 1, 1993 re
meal subsidy to MSSB and MESB employees who work
overtime/work on rest day or public holiday
23. Prolonged Illness Leave, Policy No. MSSB 456,
effective June 4, 1989 and revised November 1, 1993
re to enable an employee who is suffering from a
prolonged illness to be away from work with pay for a
longer period
24. Employee Training and Development Policy, Policy No.
MSSB 505, effective May 14, 1981 and revised July 26,
1995 re continuous building of skills and knowledge
to develop the employee in order to achieve the goals
of the company
25. Educational Assistance, Policy No. MSSB 515,
effective date March 13, 1981 and revised July 26,
1995 re assistance in paying for participation in a
planned program of study in subjects related to
employees current or potential work assignment
26. Service Award, Policy No. MSSB 720, effective March
1, 1982 and revised July 26, 1995 re recognition of
long service employees and their dedication to
Motorola
27. Mobile Phone, SOP No. 105, effective February 2,
1994, revised December 1, 1997 re guideline for
allocation of mobile phones in Motorola Seremban and
outline the procedure on mobile phone benefits
28. Motivation Expense Reimbursements, SOP No. 219,
effective December 9, 1997 re to establish a
procedure for motivation expense reimbursements
29. Education Excellence Award for Employee's Children,
SOP No. 223, revised June 1, 1997 re to establish a
standard procedure for giving award to employee's
children who achieve excellent academic results in
primary and secondary school
30. Motorolan of the Month Award, SOP No. 330, effective
June 4, 1997 re to establish Motorolan of the Month
recognition award for all direct labor employees and
to establish a procedure for selecting an employee
for Motorolan of the Month
31. Mileage Claim, SOP No. 332, effective October 16,
1995, re reimbursement to Motorola Employees who uses
his/her own vehicle for company business
32. Technical Excellence Award, SOP No. 334, effective
June 15, 1996 re recognition to technical
contributors who have accomplished things in a
professional manner be it through innovation or
adaptation of others' findings
33. Patent Disclosure Award, SOP No. 348, effective
January 2, 1997 re providing monetary recognition to
technical contributors who have submitted a patent
proposal
25
<PAGE>
34. Six Sigma Black Belt, SOP No. 350 re policy on
compensation that will promote development of a cadre
of broadly experienced individuals who will champion
the use of statistics based quality improvement tools
35. Direct Labour Scholarship Program (Full Time
Program), SOP No, 407, effective April 5, 1996
(extension of Policy No. 515 for Direct Labour
Scholarship) re to assure all employees classified
under Direct Labour and General Worker are able to
participate in Motorola Scholarship Program
36. Premium - Transformer Attach and Precap Operators,
SOP No. 411, effective August 1, 1994 re procedure to
employment of direct labor who perform the
transformer attach and precap operations in CATV type
modules and outline the premium payable to them in
recognition of the nature of the job functions
37. Hiring of Contract Manufacturing Specialists
(Motorola Rakan Industri Program), SOP No. 415,
effective September 4, 1995 re hiring of new
manufacturing specialists temporarily for six months
38. Bereavement Donations, SOP No. 420, effective
September 1, 1996 re to financially help employee's
family during period of bereavement and to express
Motorola's concern and condolence to bereaved family
39. External Training, SOP No. 422, effective July 10,
1997 re requirements and procedures for attending
external training
40. Placement of Manufacturing Specialist after
Successfully Passing Their C&G II or MLVK II, no SOP
no., effective March 25, 1998 re process of placement
and upgrading of Manufacturing Specialists depending
upon successfully passing their C&G II or MLVK II
41. Car Benefit for Staff Managers, Policy No. MSSB 218,
effective January 1, 1989 and revised July 26, 1995
re to provide company cars to local staff managers
who report directly to the general manager of
Motorola Semiconductor Sdn Bhd Seremban
42. Retirement Benefit Fund, Policy No. MSSB 415,
effective January 1, 1981 and revised November 1,
1993 re lump sum retirement benefits for all eligible
employees
43. Travel Accident Insurance, Policy No. MSSB 420,
effective May 1, 1982 and revised November 1, 1993 re
benefits paid when injuries result from company
business travel
44. Medical Coverage, Policy No. MSSB 451, effective
March 16, 1981 and revised November 1, 1993 re
medical coverage benefits to employees and their
dependents
45. Major Medical and Catastrophic Insurance, Policy No.
MSSB 451A, effective April 1, 1990 re major medical
and catastrophic insurance plan for employees at
grade E10 and above and their dependents beyond the
Senior Executive Plan for Group Hospitalization and
Surgical Program (Policy no. 451) for all employees
26
<PAGE>
46. Group Life and Total and Permanent Disability
Insurance, Policy No. MSSB 453, effective November 1,
1984 and revised November 1, 1993 re group life and
total and permanent disability non-contributory, 24
hour insurance coverage
47. Accidental Death and Dismemberment Insurance, Policy
No. MSSB 454, effective November 1, 1984 and revised
November 1, 1993 re provide all employees with
accidental death and dismemberment non-contributory,
24 hour insurance coverage
48. Dental Benefit, Policy No. MSSB 455, effective April
6, 1989 and revised November 1, 1993 re monetary
subsidy for dental care and treatment received from a
registered dental surgeon
49. Major Medical and Catastrophic Coverage, SOP No. 426,
effective January 1, 1998 re major medical and
catastrophic coverage for permanent employees at
Grade 10 and below, maximum coverage is RM25,000 per
annum
50. American International Assurance Company Limited
Group Life Policy (GL-34065) re Motorola
Semiconductor SDN BHD
51. Motorola Semiconductor Sdn Bhd Supplemental Group
Life Policy (GL 34065) written by American
International Assurance Company Limited, effective
April 1, 1984
52. Motorola Semiconductor Sdn Bhd Group Accidental Death
and Dismemberment Continental Scale, written by
American International Assurance Company Limited,
effective October 1, 1998
53. Motorola Semiconductor Sdn Bhd Group Total and
Permanent Disability Income Benefit, written by
American International Assurance Company Limited,
effective April 1, 1984
54. American International Assurance Company Ltd. Group
Life Policy GL 33996, issued to Motorola Malaysia
SDNVHD
55. Supplementary Contract attaching to Policy GL-33996,
effective April 1, 1984 56. Supplementary Benefit
Attaching to Group Policy No. GL-33996, effective
October 1, 1998
NON-COMPETE, CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS
1. Confidential Information Agreements (includes
End-User, Personal Computing Policy, Software
Licensing, Information Protection and Non-Disclosure
Agreement and Employment Confidentiality) of Siti
Habshah Bt Abd Talib
2. Confidential agreements with Ho Jenn Thair, dated
July 6, 1992
3. Motorola Semiconductor Products Sector SOP 8-13,
Protection of Proprietary Information (POPI), SPS
Worldwide Policies, March 16, 1998, printed July 22,
1998 at 4:07PM
4. Protection of Proprietary Information, Motorola
Semiconductor Components Group - Manufacturing Asia -
Seremban, PowerPoint Slide Presentation, marked
"Motorola Internal Use Only"
27
<PAGE>
TERMS AND CONDITIONS IN MEXICO
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of individual Direct Labor contract (employees
involved in production) (English and Spanish)
2. Form of individual Indirect Labor contract
(administrative employees) (English and Spanish)
3. Documents relating to interns and internships 4.
Documents relating to voluntary resignation and
settlement
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Plan de Reembolso de Gasto Medicos Mayores que
Motorola de Mexico, S.A. (Life Insurance and Medical
Plan Policies for Mexico - Spanish version only) (Aon
Risk Services; Seguros Comercial America)
2. Mexico Information (SCH) re dollar amounts for the
Concept, Medical Plan and Retirement Plan for 1997
and 1998
3. Major Medical Plan Changes 1999 Motorola de Mexico
S.A., dated January 14, 1999 and effective February
1, 1999
4. Golf club deeds for Motorola de Mexico, S.A. with
membership forms for Motorola employees Gregory
Marshall, Randy Walker, Angel Cifuentes
5. Acta de la Junta del Comite Tecnico del Plan de
Pensiones para el Personal al Servicio de Motorola de
Mexico, S.A.
6. Document regarding Sistema de Credito Fonacot (credit
for employees)
7. Documents regarding vehicles for Motorola managers
8. Instituto Mexicano Del Seguro Social (Social
Security)
9. Infonavit (mandatory payroll deduction)
10. Alta 2% Edo. (state taxes)
11. Education policy
12. Efectivale, S.A. de C.V. (food coupons)
13. Bonus policy
14. FOPESEMOM (Credit Union)
15. Payroll Consolidation Project
16. Various documents relating to plant health and safety
17. Group Life and Disability Insurance
18. Description of benefit plans letter 4/14/99 and "1998
Global Sales Incentive Plan" (attached)
19. Retirement Plan
20. Savings Fund
21. Major Medical Expense Reimbursement Plan
NON-COMPETE, CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS
1. Code of conduct/confidentiality agreement for
employees
28
<PAGE>
TERMS AND CONDITIONS IN PHILIPPINES
EMPLOYMENT, BONUS, INCENTIVE. TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Employment Agreement for Motorola
Philippines, Inc.
2. Probationary Employment Agreement (Indirect Labor)
3. Signing Bonus Agreement
4. Temporary Appointment (Direct Labor)
5. Cadet Engineer Training Agreement
6. Cadet Technician Training Agreement
7. OJT/Intern Training Agreement
8. Project Contract (Project Engineer/Project
Technician)
9. Memo to All Motorolans re Special Premium for night
shift and weekend shifts effective January 1, 1998
10. List of Benefit Programs for Motorola Philippines,
updated October 26, 1998
11. Notice of Redundancy; Voluntary Resignation Program
Proposal
12. Change of Status Form
13. Employment Clearance Form
14. Release and Quit Claim Form
15. General Manager letters of 4/16/98, 7/14/98 re
consolidation and departures
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Motorola Philippines, Inc. Personnel Policy Manual as
of October 1, 1998
A. Personnel policy (8/1/98)
B. Staffing procedure (4/15/98)
C. Probationary employment period (6/1/98)
D. Rehire of former employees (10/1/98)
E. The MPI cadetship program (6/1/98)
F. Internal opportunity system (10/1/98)
G. Salary administration (1/1/98)
H. Performance and Merit Review (10/1/98)
I. Hours of work (9/1/98)
J. Overtime Pay Policy (1/1/98)
K. Night Shift Premium (9/1/98)
L. Mid-year Bonus (4/1/98)
M. Compensatory Time Off (1/1/98)
N. Report Time Pay (Canceled 12/12/94)
O. Christmas Bonus/13th Month Pay (9/1/98)
P. Performance Bonus Plan (Canceled 9/1/98)
Q. Attendance Bonus (1/1/98)
R. Temporary Allowance-Direct Labor (9/1/98)
S. Temporary Allowance-Indirect Labor (9/1/98)
T. I Recommend (AHA! Award) Policy (1/1/91)
U. Employee Transfer (Canceled 9/1/98)
V. Performance Improvement Program (9/1/97)
W. Maintenance and Repair of Staff Manager's
Car (9/1/91)
X. Local Per Diem Allowance (5/1/97)
29
<PAGE>
Y. Gasoline Allowance (8/1/92)
Z. Direct Labor Performance Review System
(7/1/98)
AA. Holiday Pay (9/1/98)
BB. Annual Leave Policy (10/1/98)
CC. Sick Leave Policy (11/12/90)
DD. Bereavement Leave (9/1/98)
EE. Maternity Benefit (5/24/97)
FF. Paternity Leave (9/1/98)
GG. Contingency Pay Policy (9/1/98)
HH. Prolonged Sick Leave Benefit (6/1/98)
H. Free Meal Policy (6/1/98)
JJ. Free Shuttle Bus (10/6/91)
KK. Health Maintenance Plan (1/1/98)
LL. Group Life and AD&D Insurance (9/1/98)
MM. Comprehensive Medical Check-Up (6/1/98)
NN. Free Medicines (6/1/98)
OO. Financial Assistance (4/1/97)
PP. Vehicle Loan Policy (1/1/98)
QQ. Company Car (1/1/98)
RR. Car Program for Field Personnel (1/1/93)
SS. Meal Subsidy (6/1/98)
TT. Car Loan Interest Subsidy (1/1/98)
UU. Rice Subsidy (2/1/98)
VV. Tuition Fee Subsidy (4/94)
WW. Reimbursable Expense (1/1/98)
XX. Employee Training and Development (9/1/97)
YY. Revised Educational Assistance Program
(10/2/94)
ZZ. Employee Special Training (8/1/97)
AAA. Individual Development Plan (4/15/98)
BBB. Speak-Out (6/1/98)
CCC. Notice Boards (6/1/98)
DDD. Employee Relations (6/1/98)
EEE. Length of Service (6/1/98)
FFF. Recreation Program (6/1/98)
GGG. Grievance Plan (6/1/98)
HHH. Motorolan of the Month (6/1/98)
III. Rules of Conduct and Corrective Discipline
(3/93)
JJJ. Change in Personnel Information (9/1/98)
KKK. 201 File (4/1/98)
LLL. Attendance Policy (7/92)
MMM. Separation from Employment (9/1/98)
NNN. Special Attrition Plan (3/1/90)
OOO. Length of Service (6/1/98)
PPP. General Manager's Award of Excellence
2. Motorola Philippines, Inc. Benefit Programs
3. Motorola Motor Vehicle Purchase Interest Subsidy,
effective January 7, 1982 and revised January 11,
1993
4. Retirement Benefit Plan, effective June 1, 1998
5. Life insurance with Philarn Life
30
<PAGE>
6. Health Maintenance Plan/Maxicare HealthCare Plan
7. Details on Pension Plan with Retirement Accrual Table
8. Philam Life Group Policy No. 0-1926-0000 issued to
Motorola Philippines, effective January 1, 1998
9. Service Agreement Between Motorola and Philippine
Health-Care Providers, Inc.
31
<PAGE>
TERMS AND CONDITIONS IN PUERTO RICO
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Puerto Rico Motorola Employees' Savings Plan
2. Motorola Puerto Rico Employee Medical Benefits Plan
3. Motorola Puerto Rico Employee Dental Benefits Plan
4. Motorola Puerto Rico Long Term Disability
5. Motorola Puerto Rico Group Life
32
<PAGE>
TERMS AND CONDITIONS IN SINGAPORE
EMPLOYMENT, BONUS. INCENTIVE, TRANSPORTATION. SEVERANCE OR OTHER
AGREEMENTS
1. Form contract of employment
2. Form of employment agreement
3. Individual Employment Agreement for Normal Staff
4. Individual Employment Agreement for Sales Staff
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Singapore Human Resource Policy
A. Working hours
B. Annual Wage Supplement
C. Car Allowance
D. Shift Allowance Premium
E Overtime payment
F. Award Recognition Program
G. Meal Allowance for Overtime Work
H. Holidays
I. Annual Leave
J. Medical Leave
K. Maternity Leave
L. Other paid leave
M. No-pay Leave
N. Outpatient Medical Coverage
0. List of Company/Zonal Doctors
P. In-patient Medical Coverage
Q. Dental Benefits
R. Life and Accident Insurance Coverage
S. Flex Benefit
T. Wellness Incentive Scheme
U. Winter Clothing Plan
V. Company Car
W. Transport Plan
X. Car Loan Interest Subsidy
Y. Service Benefit Plan
Z. Professional Membership Subscription
AA. Pagers/Cellular Phones/Other Tools of Trade
BB. Termination of Employment
2. Healthcare and Life Insurance Programs for Motorola
Employees in Singapore, including Medical Coverage,
Dental Coverage, Group Life, Accidental Death and
Dismemberment, Total Permanent Disability Insurance,
Major Medical and Catastrophic Coverage
3. American International Assurance Company Limited
Group Life and TPD Policy No. GL-68222
33
<PAGE>
TERMS AND CONDITIONS IN SLOVAKIA
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form of Employment Contract of Motorola s.r.o.
(Slovak version and English translation) with
attached Appendix and internal Rules
34
<PAGE>
TERMS AND CONDITIONS IN SPAIN
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. 1999 Company Car Policy for Spain
2. Memorandum re: Kilometraje (Kin allowance)
3. E-mail re: Lunch Bonus and Asistencia Sanitaria
4. General Employment Contract
5. Medical Allowance Policies
6. Motorola Espana S.D., Winterthur Pension Plan
7. Medical Allowance
35
<PAGE>
TERMS AND CONDITIONS IN SWEDEN
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form Individual Employment Contracts Between an
Employee and Motorola of Sweden
2. Sample Employment Agreement between Motorola and
individual employees whose names have been redacted
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Europe 1999 Incentive Plan - Draft
2. Amendment to Car Policy of Sweden
3. Retirement Plan
36
<PAGE>
TERMS AND CONDITIONS W SWITZERLAND
EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER
AGREEMENTS
1. Form Employment Contract for Manager
2. November 7, 1991 table setting forth formula for
voluntary termination
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Motorola (Suisse) S.A. Personnel Policy Manual
(effective January 1, 1982)
A. Employment
1. Employment
2. Employment Agencies and Consultants
3. Employment Advertising
4. University, Technical College and
School Recruitment
5. Temporary Student Employment
6. Employment of Former Employees
7. Reinstatement of Employees
8. Full Employment Program
9. Relocation Policy for transferred
Employees (Domestic location)
10. Relocation Policy for transferred
Employees (International
Relocation)
11. Relocation Policy for New Hires
12. Housing Allowance
13. Work Permit/Residence Permit
14. Probationary Employment Period
15. Promotion from within
16. Hours of Work
17. Change In Personal Information
18. Publication of company employment
date
19. Authorized Absence
20. Termination of Employment
B. Compensation
1. 13th Month
2. Compensation Administration
3. Overtime
4. Night/Sunday Shift
5. Performance Appraisal Program
6. Salary Review
7. Compensation during Leave of
Absence (sickness or accident)
8. Compensation during Leave of
Absence (other than sickness or
accident)
9. Car Policy
10. Payroll Advances
37
<PAGE>
11. Unclaimed Wages
C. Holidays - Vacation
1. Holidays
2. Vacation
3. Vacation reduction
D. Health, Welfare and Benefits
1. Social Insurances
2. Health Insurance
3. Accident Insurance
4. Travel Accident Insurance
5. Pension Plan
6. Medical Examination (pre-employment)
7. Medical Check-up (yearly)
8. Bank Guarantee
E. Education and Training
1. Educational Assistance (foreign
language courses)
2. Educational Assistance (other job
related courses)
3. Subscriptions to Professional
Institutes
F. Safety and Security
1. Safety program
2. Employee Badges
3. Group Travel Limitation
G. Employee Relations
1. Open Door Policy
2. Service Club
3. Service Club Member Gifts
4. Employee Recreation
5. Employee Counseling
6. Newsboards
7. Funeral Offering
H. General Company Rules
1. Damaged Personal Property
2. Patents and Inventions
3. Parking Facilities
4. Disciplinary Action
5. Applicant Interview
6. Expenses Reimbursement
7. Supplier Gifts
8. Patent/Recognition
I. Travel and Entertainment Expense Procedure
2. Compensation and Benefits publication
A. In-House Training
B. Swiss Work Permit Regulations
C. Salary
D. Social Security and Pension Fund
E. Insurance
38
<PAGE>
F. Operating Rules for Flexible Working Hours
System
G. Holidays
2. Life Insurance (Wintherthur Company Group Insurance)
3. Winterthur Foundation Affiliation Contract no.
1/14566/IP re administration of benefits
4. Summary of Benefits
5. Summary Descriptions of Benefits (French)
A. Pension Plan
B. Sickness Plan
C. Accident Plan
6. Dental Care
39
<PAGE>
TERMS AND CONDITIONS IN TAIWAN
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Human Resources Policy Manual
A. Foreword
B. Award Recognition Program
C. Service Benefit Program
D. Birthday Celebration Expense Guideline
E. Recruitment/Employment
1. Employment
2. Employment Agencies, Search Firms,
All Other Categories of Third Party
Staffing Consultants and Employment
Services
3. Applicant Advertising
4. College Relations
5. Internal Opportunity System
6. Employee Relocation Expense Policy
For New Hires
7. Employee Rehiring Policy
F. Compensation
1 Compensation Administration
2. Pay Practice
3. 12-hour Shift Pay Practices
4. Performance Review Policy
5. Change of Status
6. Hours of Work
7. Overtime Administration
8. Leave Without Pay (LWOP)
9. Allowance for Company Schedule Off
Day
10. Injury Leave (with pay)
11. Car Policy
12. Business Transportation
13. Labor Insurance
14. Retired Insurance Program
15. METL Employees' Retirement Pension
Plan
16. Annual Employee Bonus Payment
17. Transportation Allowance
18. Expatriate Toll Fee
19. Festival Subsidy
20. Housing Interest Subsidy
21. Authorization of Documentation
22. Physical Examination Guidelines
G. Vacation, Holidays and Paid Time Off
1. Holidays
2. Annual Leave with Pay (Vacation)
3. Sick Leave Policy
4. Personal Leave
5. Attendance Policy
6. Compensable Absence
7. Paternity Leave
40
<PAGE>
H. Training and Development
1. Employee Training and Development
Policy
2. Training and Development
Sponsorship Policy
I. Employee Communication
1. Employee Communication
2. Bulletin Board Posting
J. Employee Relations
1. Name Card
2. Service Club
3. Wedding/Floral Scroll Offering
4. METL, Contribution, Donation Policy
5. Open Door Policy
6. Club Membership Eligibility
K. Safe and Security
1. Health, Fire and Safety Program
2. Protection of Proprietary
Information
3. Personnel Identification and
Movement Control
4. Security Control Guidelines
5. Bomb Threat Response Guideline
L. Company Rules and Regulations
1. Written Warning Policy
2. Disciplinary Policy
3. Motorola Code of Conduct
4. Release of Employment Data
M. Separations
1. Procedures for the Equitable
Treatment of Service Club Members
During Business Downturns and Phase
Outs
2. Termination of Employment
2. Human Resources Policy (11/1/98)
A. Referral Bonus
B. Big Sister/Brother Program
C. Attendance Management
D. Job-Related Injury Leave
E. LWOP (Leave Without Pay)
F. Holidays
G. Typhoon Leave
H. Shift Premium
I. Transportation Allowance
J. Domestic Per Diem
K. Reimbursement for Private Vehicles for
Approved Business
L. Festival Subsidy
M. Annual Bonus
N. Pay for Company Scheduled Off Day
O. Supporting Subsidy/Transfer Incentive
P. Wedding/Funeral Subsidy
Q Birthday Celebration Allowance
R. Overtime Administration
S. Pay Practice for A/B/C/R/T/ Shift
T. Pay Practice for 12-Hour Shift
U. Termination of Employment
41
<PAGE>
V. Retirement Plan
W. Warrior Award
X. Technician Incentive Award
Y. Service Club
Z. Training/Education Subsidy
AA. Wedding Gift
BB. Award for the SPS Family
3. Employee Insurance Benefit Plan (Chinese/English)
4. Group Term Life Insurance Policy and Group Hospital
and Surgical Benefits Insurance
42
<PAGE>
TERMS AND CONDITIONS IN THAILAND
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. Summary of Benefits
2. Motorola Thailand Ltd. Life and Medical Insurance
3. Employee Provident Fund
43
<PAGE>
TERMS AND CONDITIONS IN UNITED KINGDOM
EMPLOYMENT, BONUS, INCENTIVE. TRANSPORTATION SEVERANCE OR OTHER
AGREEMENTS
1. Form of Statement of Terms and Conditions of
Employment - UK, revised 4/17/98
2. Addendum to Contract of Service between Barbara
Barnes appointments and Kathryn Warner working at
Motorola
BENEFITS PROVIDED TO BUSINESS EMPLOYEES
1. UK Benefit Plan, for membership from April 6, 1997
2. UK Money Purchase Plan, for membership from April 6,
1997
3. Motorola Healthcare Plan
4. American Life Insurance Company (AIG Life), Group
Policy No. 300A0130, dated August 16, 1996
5. Group Life Terms and Conditions (AIG Life), effective
April 1, 1996
6. Delaware American Life Insurance Company, for
Motorola UK, Group Policy No. 3217, effective date
May 1, 1997
7. Motorola Limited Group Long Term Disability Insurance
Policy, GS/277309, issued by UNUM Limited on November
25, 1998, effective January 1, 1998
8. Statement of Terms and Conditions of Employment
(Hours of work and shift premium, salary payment,
overtime, holidays, termination of employment,
absence, medical examination, corrective action
procedure, grievance procedure, business travel,
standards of business conduct, M.I.S. Guidelines,
patent and right to search)
9. Human Resources Policy
A. Pregnancy Policy
B. Payment of Professional Fees
C. Service Recognition
D. Employment of Related Employees
E. Smoking Policy
F. Internal Recruitment
G. Shift Pattern
H. Training Policy
I. Payment of Overtime
J. Grievance Policy
K. Annual Holiday Review
L. Maternity Policy
M. Employee Introduction Bonus
N. Employee Termination
O. Salary Reviews
P. Absence Management
Q. Recognition Policy
R. Educational Assistance
S. Stage Down of Shift Premium
T. Disciplinary Rules and Procedures
U. Performance Appraisal
V. Employee Privacy/File Security
W. Temporary Shift Work
44
<PAGE>
X. International Relocation
Y. Salary Planning Process
Z. Compensation for Travel Out With Normal
Working Hours
AA. Annual Merit Review
BB. Equal Opportunity Employment
CC. Status Change Procedure
DD. Leave of Absence Policy
EE. Performance Improvement Policy
FF. Employment Agencies and Consultants
10. UNUM Group Long Term Disability Insurance Policy No.
GS/277309 dated November 25, 1998
11. Delaware American Life Insurance Co. Group Policy No.
3217, effective May 1, 1997
12. AIG Life Group Terms and Conditions with Amendments
to Policy No. 300A0130
13. American Life Insurance Company (AIG Life) Group
Policy No. 300A0130 Group Life Insurance
14. Motorola Benefits Plans ("Your Motorola Pension
Choices"), Sept. 1997
15. UK Benefit Plan for membership from April 6, 1997
16. Additional Voluntary Contributions (AVCs) Plan
17. Motorola UK Benefit Plan Enrolment Form
18. Healthcare Plan
19. Motorola UK Dental Plan
20. Money Purchase Plan
21. UK Additional Voluntary Contribution Plan
22. Holiday Bonus
45
<PAGE>
EMPLOYEE MATTERS AGREEMENT
EXHIBIT 4.1(a)
U.S. RETIREMENT PLAN TRANSFER AGREEMENT
<PAGE>
MOTOROLA-SCI LLC
RETIREMENT PLAN TRANSFER AGREEMENT
FOR THE MOTOROLA, INC. PENSION PLAN
This Agreement is made as of May 10, 1999, between Semiconductor Components
Industries, LLC, a Delaware limited liability company ("SCI LLC") and Motorola,
Inc., a Delaware corporation ("Motorola").
Whereas, a number of Motorola employees will be transferred to the
employment of SCI LLC or one or more entities under the control of SCI LLC; and
Whereas, Motorola maintains a defined benefit pension plan intended to meet
the requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), named the Motorola, Inc. Pension Plan (the "Motorola
Plan"); and
Whereas, Motorola and SCI LLC are parties to a certain Employee Matters
Agreement - dated May 10, 1999 (the "Employee Matters Agreement"), to which this
Agreement is an Exhibit; and
Whereas, SCI LLC shall adopt a defined benefit pension plan that is
substantially similar to the Motorola Plan (the "SCI LLC Plan") which shall
contain provisions for accepting assets and liabilities transferred from other
pension plans that are qualified under Section 401(a) of the Code; and
Whereas, all capitalized terms used herein and not defined herein shall
have the meanings set forth in the Employee Matters Agreement; and
Whereas, SCI LLC and Motorola contemplate that the liabilities under the
Motorola Plan with respect to the Transferred Participants (as defined below) as
of the Closing Date will be transferred to and assumed by the SCI LLC Plan,
contingent upon the transfer of assets from the Motorola Plan attributable to
such liabilities in accordance with the terms and conditions herein.
Now, therefore, in consideration of the mutual promises, agreements and
undertakings herein contained and other valuable consideration, the parties
hereto mutually agree as follows:
1. SCI LLC PLAN. SCI LLC represents and warrants that (i) it shall adopt
the SCI LLC Plan and a related trust to hold assets under the SCI LLC Plan and
to receive assets from the Motorola Plan; (ii) the SCI LLC Plan shall, as of the
date of any transfer of assets under Section 2 below, comply in form and
operation with the provisions of Section 401(a) of the Code, and the trust,
associated with the SCI LLC Plan shall, as of such date, be exempt from taxation
under Section 501(a) of the Code; and (iii) the SCI LLC Plan shall contain a
provision for accepting assets and liabilities transferred from other pension
plans that are qualified under Section 401(a) of the Code. Contingent upon the
transfer of assets from the Motorola Plan to the SCI LLC Plan in accordance with
this Agreement, each active participant in the Motorola Plan who is listed on
Schedule 1, attached hereto and made a part hereof, and who is transferred from
employment with Motorola or one of its Affiliates to employment with SCI LLC or
one of its Affiliates (the "Transferred Participants") on or within sixty (60)
days after the Closing Date shall be entitled to receive a past service benefit
under the SCI LLC Plan in an amount equal to the Transferred Participant's
accrued benefit under the Motorola Plan (as in effect on the Closing Date),
determined using the Transferred
<PAGE>
Participant's credited service recognized under the Motorola Plan as of the
Closing Date and the Transferred Participant's final average earnings (as
defined in the Motorola Plan as in effect on the Closing Date) as of the Closing
Date ("Past Service Benefit) Transferred Participants shall be fully vested in
their Past Service Benefit under the SCI LLC Plan. The SCI LLC Plan will, as of
the Closing Date, and for a period of at least twelve (12) months thereafter,
contain terms, including provision for benefit accrual after the Closing Date,
that are substantially identical to the terms of the Motorola Plan. Each
Transferred Participant shall be entitled to credit under the SCI LLC Plan for
all service and Compensation with Motorola (or any Affiliate) credited as of the
Closing Date under the Motorola Plan for purposes of eligibility, vesting and,
subject to the transfer of assets in accordance with Section 2 hereof, benefit
accrual.
2. TRANSFER OF MOTOROLA PLAN ASSETS.
(i) An enrolled actuary selected by Motorola shall calculate the
present value of each Transferred Participant's accrued benefit in the Motorola
Plan as of the Closing Date in accordance with the actuarial methods and
assumptions set forth in Section 2(ii) below, subject to review and verification
by an enrolled actuary selected by SCI LLC. Motorola shall, or shall cause its
actuary to, make available to SCI LLC and to SCI LLC's actuary all information
and data reasonably required by SCI LLC or SCI LLC's actuary to review and
verify the calculation and determination of each such accrued benefit amount.
(ii) As soon as practicable following the Closing Date but no later
than sixty (60) days following the Closing Date, Motorola shall cause the
Motorola Plan's actuary to calculate the sum of the present values of the
accrued benefits of each Transferred Participant on a termination basis as of
the Closing Date, as described in Treasury Regulation ss.1.414(1)- 1(b)(5),
using Pension Benefit Guaranty Corporation ("PBGC") plan termination assumptions
except that the interest rate assumption shall be equal to PBGC plan termination
rates as of the Closing Date plus fifty five basis points (applied to both PBGC
plan termination interest rates); provided, however, that in no event shall the
amount transferred to the SCI LLC Plan be less than the minimum amount required
to be transferred under Section 414(l) of the Code. The sum of the present
values of each Transferred Participant's accrued benefit as of the Closing Date
shall hereinafter be referred to as the "Pension Transfer Amount."
(iii) Subject to the conditions set forth in subsections (iv) and (v)
below, within sixty (60) days following the completion of the calculations set
forth in subsection (ii) above and the filing of any required documents with
governmental agencies and compliance with any required waiting periods, Motorola
shall cause the trustee of the Motorola Plan to transfer to the SCI LLC Plan
cash equal to the Pension Transfer Amount plus interest accrued on such amount
from the Closing Date to the date the Pension Transfer Amount is transferred
from the Motorola Plan to the SCI LLC Plan, based on the interest assumptions
described in paragraph (ii) above. Following the transfer of such Pension
Transfer Amount and such interest thereon, Transferred Participants shall have
no further interest in the Motorola Plan in respect of their benefits accrued as
of the Closing Date under such Plan.
(iv) Prior to and as a condition precedent to the transfer from the
Motorola Plan of cash equal to the Pension Transfer Amount, SCI LLC shall
furnish evidence satisfactory to Motorola that: (A) either (1) the SCI LLC Plan
either has been determined by the Internal Revenue Service ("IRS") to be
qualified under Section 401(a) of the Code and the regulations thereunder, or
(2) SCI LLC has provided to Motorola an opinion of counsel reasonably
satisfactory in form and substance to Motorola to the effect that the SCI LLC
Plan contains the material terms required for qualification under Section 401(a)
of the Code and a legally binding written commitment of SCI LLC reasonably
2
<PAGE>
satisfactory in form and substance to Motorola that (x) SCI LLC will file an
application with the IRS for a determination as to the initial qualification
of the SCI LLC Plan under Section 401(a) of the Code, (y) SCI LLC will take
whatever actions are necessary and will make any amendments or alterations to
the SCI LLC Plan required to obtain an initial determination from the IRS
that the SCI LLC Plan is qualified under Section 401(a) of the Code, and (z)
in the event that the IRS determines that the SCI LLC Plan is not so
qualified, no assets transferred hereunder (or earnings thereon) shall be
transferred to or for the benefit of SCI LLC, but shall be used for the
exclusive benefit of the Transferred Participants and their beneficiaries;
(B) the SCI LLC Plan provides for the receipt of such Pension Transfer Amount
on a basis whereby the vested interest of each Transferred Participant will
be retained for him or her under the SCI LLC Plan on a fully vested basis;
(C) the SCI LLC Plan provides for the continuation of "Section 411(d)(6)
protected benefits," as such term is defined for purposes of Treasury
Regulation Section 1.411(d)-4, such that the transfer of assets will not
result in the reduction or elimination of Section 411(d)(6) protected
benefits for any Transferred Participant; and (D) the SCI LLC Plan provides
that upon the transfer from the Motorola Plan to the SCI LLC Plan of cash
equal to the Pension Transfer Amount, each Transferred Participant, at
retirement from SCI LLC (or earlier termination as provided under such plan),
shall receive a benefit that is equal to the sum of (1) such Transferred
Participant's Past Service Benefit plus (2) the amount the Transferred
Participant accrues in the SCI LLC Plan with respect to service after the
Closing Date.
(v) Prior to and as a condition precedent to such transfer from the
Motorola Plan of cash equal to the Pension Transfer Amount, Motorola shall
furnish to SCI LLC evidence that (A) the Motorola Plan, as of the date of the
transfer of assets and liabilities from the Motorola Plan to the SCI LLC Plan,
has been determined by the Internal Revenue Service to be qualified under
Section 401(a) of the Code, as amended, and the regulations thereunder, and (B)
the Motorola Plan provides for the transfer of such Pension Transfer Amount.
(vi) If the employment by SCI LLC of a Transferred Participant
terminates for any reason before the transfer of the Motorola Plan assets and
liabilities as set forth above with respect to such Transferred Participant, no
transfer shall be made for such Transferred Participant, and Motorola shall
retain all assets and liabilities attributable to such Transferred Participant's
accrued benefit.
3. COOPERATION; FILINGS. Motorola and SCI LLC agree to cooperate and
use reasonable efforts to accomplish the transactions set forth herein and to
comply with all requirements of ERISA, the Code, the IRS and the Department of
Labor which may be applicable to the transfer contemplated hereby. Motorola and
SCI LLC each agree to file IRS Form 5310A with the Internal Revenue Service with
respect to the transfer and receipt of the Motorola Plan assets, if such filing
is required.
4. NOTICES. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
hand delivered (including delivery by messenger or courier service) to the
address set forth below, or if such delivery is refused, when such delivery is
refused, (ii) when received or refused as evidenced by the postal receipt if
sent by United States mail as Certified Mail, Return Receipt Requested, with
proper postage prepaid, addressed as set forth below or (iii) when received as
evidenced by the transmission report of the telefax machine of the transmitting
party acknowledging a good transmission if sent by telefax to the number set
forth below:
3
<PAGE>
If to SCI LLC: If to Motorola:
SCI LLC Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attn: The address set forth Attn: Vice President & Director of Benefits
in the Recapitalization Telefax: (847) 576-4467
Agreement
5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same document.
6. HEADINGS. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof
7. GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Illinois, except to the extent the
Code and/or ERISA applies, governs and controls.
8. ASSIGNMENT. Neither party hereto shall assign this Agreement or any
interest herein or any rights hereunder without the written consent of the other
party. This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer
upon any person other than the parties and successors and assigns permitted by
this Section 8 any right, remedy or claim by reason of this Agreement.
9. MODIFICATIONS. No revision or modification of this Agreement shall
be effective unless it is in writing and signed by an authorized representative
of each of the parties.
10. WAIVER. Failure or delay on the part of either party to exercise
any right, remedy, power, privilege or option hereunder which is not subject to
an express time limitation with respect to exercise shall not operate or be
construed to operate as a waiver thereof. A waiver, to be effective, must be in
writing and be signed by the party making the waiver. No written waiver of any
term or condition of this Agreement shall operate or be construed to operate as
a wavier of any other term or condition, nor shall any written waiver of any
breach or default operate or be construed to operate as a waiver of any other
breach or default or of the same type of breach or default on a subsequent
occasion or operate or be construed to operate as a continuing waiver.
11. SEVERABILITY. If any provision of this Agreement should be held
invalid or unenforceable by any court of competent jurisdiction, such provision
shall be deemed deleted, and the validity and enforceability of the remaining
provisions shall not be affected thereby, unless the deletion of any such
provision materially affects any right, benefit, privilege or option of either
party, in which case, the parties agree to renegotiate in good faith such
provision and replace it with a substitute valid and enforceable provision that
achieves the intent and purpose of the deleted provision.
12. ENTIRE AGREEMENT. This Agreement and the Employee Matters Agreement
constitute the final expression of the agreement of the parties with respect to
the subject matter hereof, is intended as a complete and exclusive statement of
the terms of such agreement, and supersedes all
4
<PAGE>
prior and concurrent promises, proposals, representations, negotiations,
communications, letters, discussions and agreements that may have been made in
connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
Semiconductor Components Industries, LLC MOTOROLA, INC.
By: By:
-------------------------- -------------------------------
Title: Title:
------------------------ -----------------------------
5
<PAGE>
EMPLOYEE MATTERS AGREEMENT
EXHIBIT 4.1(b)
RETIREMENT PLAN TRANSFER AGREEMENT (PSIP)
<PAGE>
MOTOROLA-SCI LLC
RETIREMENT PLAN TRANSFER AGREEMENT
FOR THE MOTOROLA, INC.
PROFIT SHARING AND INVESTMENT PLAN
This Agreement is made as of May 10, 1999, between Semiconductor
Components Industries, LLC , a Delaware limited liability company ("SCI LLC")
and Motorola, Inc., a Delaware corporation ("Motorola").
Whereas, a number of Motorola employees will be transferred to the
employment of SCI LLC or one or more entities under the control of SCI LLC; and
Whereas, Motorola maintains a defined contribution plan intended to
meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the Employee Retirement Income Security
Act of 1974, as amended `("ERISA"), named the Motorola, Inc. Profit Sharing and
Investment Plan (the "Motorola Plan"); and
Whereas, Motorola and SCI LLC are parties to a certain Employee Matters
Agreement dated May 10, 1999 (the "Employee Matters Agreement"), to which this
Agreement is an Exhibit; and
Whereas, SCI LLC shall adopt a defined contribution plan that is
substantially similar to the Motorola Plan (the "SCI LLC Plan") which shall
contain provisions for accepting assets and liabilities transferred from other
defined contribution plans that are qualified under Sections 401(a) and 401(k)
of the Code; and
Whereas, all capitalized terms used herein and not defined herein shall
have the meanings set forth in the Employee Matters Agreement; and
Whereas, SCI LLC and Motorola contemplate that the liabilities under
the Motorola Plan with respect to the Transferred Participants (as defined
below) as of the Closing Date will be transferred to and assumed by the SCI LLC
Plan, contingent upon the transfer of assets from the Motorola Plan attributable
to such liabilities in accordance with the terms and conditions herein.
Now, therefore, in consideration of the mutual promises, agreements and
undertakings herein contained and other valuable consideration, the parties
hereto mutually agree as follows:
1. SCI LLC PLAN. SCI LLC represents and warrants that (i) it shall
adopt the SCI LLC Plan and a related trust to hold assets under the SCI LLC Plan
and to receive assets from the Motorola Plan; (ii) the SCI LLC Plan shall, as of
the date of any transfer of assets under Section 2 below, comply in form and
operation with the provisions of Sections 401 (a) and 401(k) of the Code, and
the trust associated with the SCI LLC Plan shall, as of such date, be exempt
from taxation under Section 501(a) of the Code; and (iii) the SCI LLC Plan shall
contain a provision for accepting assets and liabilities transferred from other
defined contribution plans that are qualified under Sections 401(a) and 401(k)
of the Code. Contingent upon the transfer of assets from the Motorola Plan to
the SCI LLC Plan in accordance with this Agreement, each active participant in
the Motorola Plan who is listed on Schedule 1, attached hereto and made a part
hereof, and who is transferred from employment with Motorola or one of its
Affiliates to employment with SCI LLC or one of its Affiliates (the "Transferred
Participants") on or within sixty (60) days after the Closing Date shall be
entitled to an account balance under the SCI LLC Plan in an amount equal to the
Transferred Participant's account balance under the Motorola Plan (as in effect
on the Closing Date)
<PAGE>
The SCI LLC Plan shall credit for eligibility and vesting purposes, and
for the purpose of determining the entitlement of a Transferred Participant to
any allocation of employer contributions for the current year, any employment of
a Transferred Participant which is creditable for such purposes under the terms
of the Motorola Plan. SCI LLC shall cause the pro rata share of the Motorola
Plan trust fund transferred on behalf of each Transferred Participant to the SCI
LLC Plan in accordance with Section 2 hereof to be maintained in one or more
appropriate participant and employer contribution accounts under the SCI LLC
Plan for the benefit of each such Transferred Participant as reported to SCI LLC
by Motorola. Each Transferred Participant shall be one hundred percent (100%)
vested in such transferred account balances under the SCI LLC Plan. The SCI LLC
Plan will, as of the Closing Date, and for a period of at least twelve (12)
months thereafter, contain terms, including provision for benefit accrual after
the Closing Date, that are substantially identical to the terms of the Motorola
Plan.
2. TRANSFER OF MOTOROLA PLAN ASSETS.
(i) Subject to the conditions specified in (iv) and (v) below, Motorola
shall cause to be transferred to the SCI LLC Plan each Transferred Participant's
pro rata share of the Motorola Plan trust fund ("Transfer Amount"), as
determined by the Profit Sharing Committee of the Motorola Plan (the "Profit
Sharing Committee") in accordance with the terms and conditions of the Motorola
Plan.
(ii) As soon as practicable following the Closing Date, but not later
than sixty (60) days following the Closing Date (the "First Transfer Date"),
Motorola shall cause to be transferred to the SCI LLC Plan such assets of the
Motorola Plan trust fund (in cash and promissory notes or other evidence of
indebtedness with respect to outstanding loans made to Transferred Participants)
in an aggregate amount equal to 90% of the pro rata share of the Transferred
Participants in the Motorola Plan trust fund as determined by the Profit Sharing
Committee based on the valuation of said trust fund as of a valuation date
(determined in accordance with Section 4.4 of Motorola Plan) which occurs no
more than 60 days prior to the First Transfer Date, which funds shall be
invested in the SCI LLC Plan based on the respective investment election
directions of each Transferred Participant as of the First Transfer Date, or in
a balanced fund in the absence of such an investment election, in accordance
with the terms of the SCI LLC Plan. The remaining balance of the amount to be
transferred will be transferred to the SCI LLC Plan within a reasonable time
(the "Final Transfer Date") following the First Transfer Date, but in no event
more than 30 days after the First Transfer Date. Such remaining balance shall be
increased or decreased by an amount equal to any increase or decrease in the pro
rata interest of the Transferred Participants in the Motorola Plan which has
occurred during the period between the applicable valuation date and the First
Transfer Date. Such remaining balance, as adjusted for any increase or decrease
as aforesaid, will be paid with interest at the rate of 4% per annum calculated
on a daily basis of 1/365th for the number of days between the First Transfer
Date and the Final Transfer Date. The amount to be transferred pursuant to
paragraph (i) of this Section 2 of the Agreement shall be subject to review and
verification by a benefits consultant selected by SCI LLC. Motorola shall, or
shall cause its consultants to, make available to SCI LLC and to SCI LLC's
consultant all such information and data reasonably required by SCI LLC or SCI
LLC's consultant to review and verify the calculation and determination of the
amount to be transferred.
(iii) Motorola will provide SCI LLC, at or prior to each Transfer Date,
a written or electronic statement reflecting the share of each Transferred
Participant in any amounts transferred to the SCI LLC Plan, accounting for
amounts properly allocable to pre-tax elective deferrals, post-tax contributions
of Transferred Participants, participant loan repayments, withdrawals,
distributions, qualified domestic relations orders, company matching
contributions, and company profit sharing contributions. Motorola will also
provide SCI LLC with such other information reasonably requested
2
<PAGE>
by SCI LLC to assist SCI LLC to properly account for the Transfer Amounts. With
respect to any promissory notes evidencing participant loans transferred to the
SCI LLC Plan, Motorola will supply all relevant historical data for such loans.
From the date of this Agreement until the Final Transfer Date, SCI LLC will
cause its operating subsidiaries to make continuous payroll deductions each pay
period from the pay of each Transferred Participant who has a loan(s)
outstanding from the Motorola Plan of amounts sufficient to pay the installment
payments of principal and interest on each such loan as required by the
promissory note(s) or other evidence(s) of indebtedness relating to such
loan(s). Such deducted amounts shall be paid by SCI LLC to the Motorola Plan for
a credit against such loan(s) or, if requested by the Profit Sharing Committee,
held by SCI LLC until the assets are transferred.
(iv) Prior to and as a condition precedent to the transfer from the
Motorola Plan of cash equal to the Transfer Amount, SCI LLC shall furnish
evidence satisfactory to Motorola that: (A) either (1) the SCI LLC Plan
either has been determined by the Internal Revenue Service ("IRS") to be
qualified under Section 401(a) of the Code and the regulations thereunder, or
(2) SCI LLC has provided to Motorola an opinion of counsel reasonably
satisfactory in form and substance to Motorola to the effect that the SCI LLC
Plan contains the material terms required for qualification under Section
401(a) of the Code and a legally binding written commitment of SCI LLC
reasonably satisfactory in form and substance to Motorola that (x) SCI LLC
will file an application with the IRS for a determination as to the initial
qualification of the SCI LLC Plan under Section 401(a) of the Code, (y) SCI
LLC will take whatever actions are necessary and will make any amendments or
alterations to the SCI LLC Plan required to obtain an initial determination
from the IRS that the SCI LLC Plan is qualified under Section 401(a) of the
Code, and (z) in the event that the IRS determines that the SCI LLC Plan is
not so qualified, no assets transferred hereunder (or earnings thereon) shall
be transferred to or for the benefit of SCI LLC, but shall be used for the
exclusive benefit of the Transferred Participants and their beneficiaries;
(B) the SCI LLC Plan provides for the receipt of such Transfer Amount on a
basis whereby the vested interest of each Transferred Participant will be
retained for him or her under the SCI LLC Plan on a fully vested basis; (C)
the SCI LLC Plan provides for the continuation of "Section 411(d)(6)
protected benefits," as such term is defined for purposes of Treasury
Regulation Section 1.411(d)-4, such that the transfer of assets will not
result in the reduction or elimination of Section 411(d)(6) protected
benefits for any Transferred Participant and shall further preserve any
restrictions on distributions and withdrawals required by, and applicable to
that portion of the Transferred Amounts attributable to contributions under,
Section 401(k) of the Code and regulations thereunder, (D) the SCI LLC Plan
provides that upon the transfer from the Motorola Plan to the SCI LLC Plan of
cash equal to the Transfer Amount, each Participant shall have an account
balance under the SCI LLC Plan that is equal to the sum of (1) such
Transferred Participant's account balance included in the Transfer Amount, as
adjusted for investment earnings or losses subsequent to the transfer, plus
(2) any amounts attributable to the contributions to the SCI LLC Plan on
behalf of the Transferred Participant with respect to service after the
Closing Date.
(v) Prior to and as a condition precedent to such transfer from the
Motorola Plan of cash equal to the Transfer Amount, Motorola shall furnish to
SCI LLC evidence that (A) the Motorola Plan, as of the date of the transfer of
assets and liabilities from the Motorola Plan to the SCI LLC Plan, has been
determined by the IRS to be qualified under Section 401(a) of the Code, as
amended, and the regulations thereunder, and (B) the Motorola Plan provides for
the transfer of such Transfer Amount.
(vi) If the employment by SCI LLC of a Transferred Participant
terminates for any reason before the transfer of the Motorola Plan assets and
liabilities as set forth above with respect to such Transferred Participant, no
transfer shall be made for such Transferred Participant, and
3
<PAGE>
Motorola shall retain all assets and liabilities attributable to such
Transferred Participant's accrued benefit.
3. COOPERATION, FILING . Motorola and SCI LLC agree to cooperate and
use reasonable efforts to accomplish the transactions set forth herein and to
comply with all requirements of ERISA, the Code, the IRS and the Department of
Labor which may be applicable to the transfer contemplated hereby. Motorola and
SCI LLC each agree to file IRS Form 5310A with the IRS with respect to the
transfer and receipt of the Motorola Plan assets, if such filing is required.
4. NOTICES. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
hand delivered (including delivery by messenger or courier service) to the
address set forth below, or if such delivery is refused, when such delivery is
refused, (ii) when received or refused as evidenced by the postal receipt if
sent by United States mail as Certified Mail, Return Receipt Requested, with
proper postage prepaid, addressed as set forth below or (iii) when received as
evidenced by the transmission report of the telefax machine of the transmitting
party acknowledging a good transmission if sent by telefax to the number set
forth below:
If to SCI LLC: If to Motorola:
SCI LLC Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attn: The address set forth Attn: Vice President & Director of Benefits
in the Recapitalization Telefax: (847) 576-4467
Agreement
Telefax: (847) 576-4467
5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same document.
6. HEADINGS. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof.
7. GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Illinois, except to the extent the
Code and/or ERISA applies, governs and controls.
8. ASSIGNMENT. Neither party hereto shall assign this Agreement or any
interest herein or any rights hereunder without the written consent of the other
party. This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer
upon any person other than the parties and successors and assigns permitted by
this Section 8 any right, remedy or claim by reason of this Agreement.
9. MODIFICATIONS. No revision or modification of this Agreement shall
be effective unless it is in writing and signed by an authorized representative
of each of the parties.
4
<PAGE>
10. WAIVER. Failure or delay on the part of either party to exercise
any right, remedy, power, privilege or option hereunder which is not subject to
an express time limitation with respect to exercise shall not operate or be
construed to operate as a waiver thereof. A waiver, to be effective, must be in
writing and be signed by the party making the waiver. No written waiver of any
term or condition of this Agreement shall operate or be construed to operate as
a wavier of any other term or condition, nor shall any written waiver of any
breach or default operate or be construed to operate as a waiver of any other
breach or default or of the same type of breach or default on a subsequent
occasion or operate or be construed to operate as a continuing waiver.
11. SEVERABILITY. If any provision of this Agreement should be held
invalid or unenforceable by any court of competent jurisdiction, such provision
shall be deemed deleted, and the validity and enforceability of the remaining
provisions shall not be affected thereby, unless the deletion of any such
provision materially affects any right, benefit, privilege or option of either
party, in which case, the parties agree to renegotiate in good faith such
provision and replace it with a substitute valid and enforceable provision that
achieves the intent and purpose of the deleted provision.
12. ENTIRE AGREEMENT. This Agreement and the Employee Matters Agreement
constitute the final expression of the agreement of the parties with respect to
the subject matter hereof, is intended as a complete and exclusive statement of
the terms of such agreement, and supersedes all prior and concurrent promises,
proposals, representations, negotiations, communications, letters, discussions
and agreements that may have been made in connection with the subject matter
hereof
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
Semiconductor Components Industries, LLC MOTOROLA,
INC.
By: By:
- ---------------------------- ---------------------------------
Title: Title:
- ---------------------------- ---------------------------------
5
<PAGE>
SCHEDULE 4.2(B)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
GERMANY MEXICO JAPAN PHILIPPINES
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MOTOROLA ASSUMPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Discount Rate 6.0% 4.0% 3.0% 4.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Retirement Rate 65 55 .07 60 50 .05
60 .07 51-54 .03
65 .30 55 .05
70 .99 56-59 .03
60 1.0
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Turnover Rate Standard Mexican Experience/AON Actual Co. Rates Watson Wyatt Experience
- ------------------------------------------------------------------------------------------------------------------------------------
Mortality Rate Heubeck 1998 Pre-retirement C.S.O. 58 85% of the figure in the 1983 Group Annuity
Post-Retirement GA 51 15fth National Life Mortality tables, separate
Mortality Table male and female
- ------------------------------------------------------------------------------------------------------------------------------------
* Net of inflation of 8%
(total rate = 12%)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
EMPLOYEE MATTERS AGREEMENT
SCHEDULE 5.1
LABOR AND EMPLOYMENT DISCLOSURES
<PAGE>
DATE: MAY 10, 1999
------------------
LABOR MATTERS
--------------
5.1(i) Charges complaints or controversies pending or, to Motorola's Knowledge,
threatened between the Business and any of its respective employees:
None
5.1(ii) Material collective bargaining agreements applicable to Transferred
Employees or attempts to organize such employees:
None
5.1(iii) Strikes, slowdowns, work stoppages, lockouts, or threats thereof with
respect to any of the Business employees:
None
<PAGE>
SCHEDULE 5.2A: MATERIAL EMPLOYEE BENEFITS PLANS
MAINTAINED BY MOTOROLA
MATERIAL EMPLOYEE BENEFIT PLANS IN AUSTRALIA
1. Motorola Super Annuation Fund
2. The Motorola Disability Insurance Plan
3. The Motorola Health Care Plan
MATERIAL EMPLOYEE BENEFIT PLANS IN BRAZIL
1. Retirement/Pension Plan - Motorola do Brasil (including Basic
Retirement and Supplementary Retirement)
2. Group Life Insurance
3. Medical & Dental Insurance
MATERIAL EMPLOYEE BENEFIT PLANS IN CANADA
1. Non- Contributory Defined Contribution Plan
2. Group Registered Retirement Savings Program
3. Deferred Profit Sharing Plan for Employees of Motorola Canada Ltd.
4. LifeSteps Flexible Benefit Plan
- - Basic Medical Plan
- - Medical Electives Plan
- - Basic Dental Plan
- - Basic Group Life Insurance
- - Optional Life Insurance
- - Optional Spousal Life Insurance
- - Optional Dependent Child Life Insurance
- - Accidental Death & Disability Insurance
- - Long Term Disability Insurance
5. Short-Term Disability Plan
6 Business Travel and Accident Insurance Program
7. Employee Benefit Plans Administered by Aetna Benefits Management, Inc. for
Motorola Canada Ltd.
8. Employee Assistance Program
<PAGE>
MATERIAL EMPLOYEE BENEFIT PLANS N CHINA
MATERIAL EMPLOYEE BENEFIT PLANS IN CZECH REPUBLIC
1. Life and Permanent Disability coverage
MATERIAL EMPLOYEE BENEFIT PLANS IN FINLAND
MATERIAL EMPLOYEE BENEFIT PLANS IN FRANCE
1. Supplemental Life
2. Supplemental Death and Disability
3. Supplemental Medical
4. Accident/Illness Insurance
5. Plan d'Epargne d'Enterprise (non-retirement savings plan)
MATERIAL EMPLOYEE BENEFIT PLANS IN GERMANY
1. Pension Plan (fur die Mitarbeter der Motorola GmbH)
2. Disability Insurance Plan (including Supplemental Disability)
3. Life Insurance Plan (including Supplemental Life)
4. Relocation Allowance Policy
5 Shop Agreement No. 8/84 re "International Medical Insurance Coverage on
Business Travel"
6. Shop Agreement No. 8/84 re: "Group Accident Insurance"
7. Shop Agreement No. 6/89 re: "Marriage and Birth Benefits
S. Savings Plan
9. Service Recognition Payments Policy
10. Rental Guarantee Policy
MATERIAL EMPLOYEE BENEFIT PLANS IN HONG KONG
1. Motorola Hong Kong Provident Fund Scheme
2. Group Hospital & Surgical Policy No. GHS-25724
3. Group Life Insurance
4. Health Subsidy
5. Business Travel Accident Insurance
6. Employees' Compensation Insurance
7. Tax Effective Plan
<PAGE>
MATERIAL EMPLOYEE BENEFIT PLANS IN INDIA
1. Employees' Superannuation Scheme
2. Medical Assistance Scheme
3. Accident Insurance
MATERIAL EMPLOYEE BENEFIT PLANS IN IRELAND
1. Motorola Retirement & Death Benefit Plan
2. Motorola Medical Aid Scheme
3. Irish Life Disability and Life Insurance
MATERIAL EMPLOYEE BENEFIT PLANS IN ISRAEL
1. Retirement Provident Fund
2. Medical Plan/Dental Plan
3. Disability Plan
4. Life Insurance Plan
5. Pension Plan/Severance Plan
6. Education Plan
MATERIAL EMPLOYEE BENEFIT PLANS IN ITALY
1. Medical, Accidental Death and Disability Insurance.
MATERIAL EMPLOYEE BENEFIT PLANS IN JAPAN
1. Retirement Pension Plan / Rules on Resignation Pension
2. Motorola HIS (Health Insurance Society)
3. Company Asset Building Payroll Savings Account Program
4. Life Insurance
5. Group Life and Accident Insurance Program
MATERIAL EMPLOYEE BENEFIT PLANS IN KOREA
<PAGE>
MATERIAL EMPLOYEE BENEFIT PLANS IN MALAYSIA
1. Retirement Benefit Fund
2. Health Care & Life Insurance Programs for Motorola Employees in Malaysia,
including Health Plan, Group Life and Total & Permanent Disability
Insurance, Accidental Death & Dismemberment Insurance, Major Medical and
Catastrophic Insurance
3. Senior Executive Plan for Group Hospitalization and Surgical Program
4. Medical Coverage
5. Major Medical and Catastrophic Coverage
6. Dental Benefit
7. Flexible Benefits Program
8. Travel Accident Insurance
MATERIAL EMPLOYEE BENEFIT PLANS IN MEXICO
1. Retirement Plan
2. Savings Fund (non-retirement savings program)
3. Life Insurance Policy
MATERIAL EMPLOYEE BENEFIT PLANS IN PHILIPPINES
1. Retirement Benefit Plan
2. Health Maintenance Plan/Maxicare HealthCare Plan
3. Group Life and AD&D Insurance
4. Comprehensive Medical Check-Up
5. Medical & Dental Services and Benefits
MATERIAL EMPLOYEE BENEFIT PLANS IN PUERTO RICO
1. Puerto Rico Motorola Employees' Savings Plan
2. Motorola Puerto Rico Employee Medical Benefits Plan
3. Motorola Puerto Rico Employee Dental Benefits Plan
4. Motorola Puerto Rico Short Term Disability
5. Motorola Puerto Rico Group Long Term Disability Insurance Program
6. Motorola Puerto Rico Group Life, including Supplemental and Dependent Life
7. Motorola Puerto Rico Accidental Death & Dismemberment
<PAGE>
MATERIAL EMPLOYEE BENEFIT PLANS IN SINGAPORE
1. Service Benefit Plan
2. Healthcare & Life Insurance Programs for Motorola Employees in Singapore,
including Medical Coverage, Dental Coverage, Group Life Insurance,
Accidental Death & Dismemberment Insurance, Total & Permanent Disability
Insurance, Major Medical and Catastrophic Coverage, Flex Benefit and
Wellness Incentive Scheme.
MATERIAL EMPLOYEE BENEFIT PLANS IN SLOVAKIA
[To Come]
MATERIAL EMPLOYEE BENEFIT PLANS IN SPAIN
1. Motorola Espana S.D., Winterthur Pension Plan
2. Medical Allowance
MATERIAL EMPLOYEE BENEFIT PLANS IN SWEDEN
1. Retirement Benefits
2. Contractual Retirement Benefits
3. Medical, Life, Accident, Disability and Travel Insurance Benefits
MATERIAL EMPLOYEE BENEFIT PLANS IN SWITZERLAND
1. Reglement De La Fondation De Prevoyance En Faveur du Personnel du Group
Motorola (Pension Plan)
2. Health Insurance
3. Medical Check-up
4. Accident Plan
5. Travel Accident Insurance
6. Dental Care
7. Life Insurance
8. Short Term Insurance in case of sickness and accident
MATERIAL EMPLOYEE BENEFIT PLANS IN TAIWAN
1. METL Employees' Retirement Pension Plan
2. Group Term Life Insurance and Group Hospital & Surgical Benefits Insurance
3. Dental Benefit
4. Maternity Benefit
<PAGE>
MATERIAL EMPLOYEE BENEFIT PLANS IN THAILAND
1. Employee Provident Fund
2. Motorola Thailand Ltd. Life & Medical Insurance
MATERIAL EMPLOYEE BENEFIT PLANS IN UNITED KINGDOM
1. UK Pension/Benefit Plan
2. UK Money Purchase Plan
3. UK Additional Voluntary Contribution Plan
4. Motorola Healthcare Plan
5. Group Life/Total Disability
6. Group Long-Term Disability Insurance
7. Motorola UK Dental Plan
MATERIAL EMPLOYEE BENEFIT PLANS IN UNITED STATES
1. Motorola, Inc. Pension Plan
2. Motorola,. Profit Sharing & Investment Plan (PSIP)
3. Motorola, Inc. Elected Officers Supplementary Retirement Plan
4. Motorola, Inc. Employee Medical Benefits Plan
5. Motorola, Inc. Employee Dental Benefits Plan
6. Motorola, Inc. Group Life and Travel Accident Insurance Benefit Plan
7. Motorola, Inc Pre-Tax Contributions and Health Reimbursement Account
Benefits Plan
8. Motorola, Inc. Retiree Health Benefits Plan
9. Motorola, Inc. Milestones Plan
10. Motorola, Inc. Disability Income Plan
11. Executive Health Plan
12. Elected Officers Supplementary Retirement Plan
13. Elected Officers Life Insurance Plan
14. Global Business Travel Medical Plan
15. Visitors Global Medical Program
16. Motorola Supplemental Pension Plan
FOR ALL COUNTRIES
1. Government Mandated Plans as required by applicable local law.
2. Employee Benefits provided by individual employment agreements reflected
on Schedule 2.4a.
3. SOS Emergency Program
<PAGE>
SCHEDULE 5.2c: NONCOMPLIANCE WITH PLAN TERMS, ERISA,
THE INTERNAL REVENUE CODE, OR OTHER
APPLICABLE LAW
<PAGE>
SCHEDULE 5.2d: FAVORABLE INTERNAL REVENUE SERVICE
DETERMINATION LETTER
<PAGE>
SCHEDULE 5.2e: GOVERNMENTAL AUDITS OR
INVESTIGATIONS
<PAGE>
SCHEDULE 5.2f. GROUP HEALTH PLAN CONTINUATION
COVERAGE
<PAGE>
SCHEDULE 5.2g: CONTRIBUTIONS, PREMIUMS, EXPENSES AND
OTHER PAYMENTS
Certain contributions and premiums payable in the ordinary course of business
which have not become due prior to the Closing Date, including contributions
payable for the pay period ending with or immediately prior to the Closing Date,
will not have been paid prior to the Closing Date. Such amounts will be paid by
Motorola at the time they become due in the ordinary course of business.
<PAGE>
SCHEDULE 5.2h: MULTIEMPLOYER PLANS
<PAGE>
Exhibit 10.20
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of November 8, 1999 (the "AGREEMENT"), between
Semiconductor Components Industries, LLC (the "COMPANY"), with offices at
5005 East McDowell Road, Phoenix, Arizona 85008, and James Thorburn (the
"EXECUTIVE").
1. EMPLOYMENT, DUTIES AND AGREEMENTS.
(a) The Company hereby agrees to employ the Executive as its Senior
Vice President and Chief Operating Officer and the Executive hereby accepts
such position and agrees to serve the Company in such capacity during the
employment period fixed by Section 3 hereof (the "EMPLOYMENT PERIOD"). The
Executive shall report to the President of the Company or, in the absence of
a President, to the executive officer of the Company acting in a similar
capacity, and shall have such duties and responsibilities as the President or
such executive officer may reasonably determine from time to time as are
consistent with Executive's position as Senior Vice President and Chief
Operating Officer. During the Employment Period, the Executive shall be
subject to, and shall act in accordance with, the instructions and directions
of the President (or such other executive officer) and all applicable
policies and rules of the Company, in each case, as are consistent with the
Executive's position as Senior vice President and Chief Operating Officer.
(b) During the Employment Period, excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive shall devote
his full working time, energy and attention to the performance of his duties
and responsibilities hereunder and shall faithfully and diligently endeavor
to promote the business and best interests of the Company.
(c) During the Employment Period, the Executive may not, without the
prior written consent of the Company, directly or indirectly, operate,
participate in the the management, operations or control of, or act as an
executive, officer, consultant, agent or representative of, any type of
business or service (other than as an executive of the Company), provided
that it shall not be a violation of the foregoing for the Executive to manage
his personal, financial and legal affairs so long as such activities do not
interfere with the performance of his duties and responsibilities to the
Company as provided hereunder.
2. COMPENSATION.
(a) As compensation for the agreements made by the Executive herein
and the performance by the Executive of his obligations hereunder, during the
Employment Period, the Company shall pay the Executive, pursuant to the
Company's normal and customary payroll procedures, a base salary at the rate
of $300,000 per annum, (the "BASE SALARY"). The Board of Directors of the
Company (the "BOARD") shall review the Executive's Base Salary from time to
time.
(b) In addition to the Base Salary, during the Employment Period,
the Executive shall be eligible to participate in the executive bonus program
established and approved by the Board (the "PROGRAM") and, pursuant to the
Program, the Executive may earn an annual bonus (the "ANNUAL BONUS") up to a
maximum of 100% of Base Salary based on the achievement of annual performance
objectives as set forth in the Program, provided that with respect to fiscal
year 1999, the Executive shall be entitled to
<PAGE>
receive a pro-rata portion of the Annual Bonus based on the portion of such
year that this Agreement is in effect and determined in accordance with the
Program, including the achievement of the applicable performance objectives
for such year.
(c) The Company has paid the Executive a one-time payment of
$270,000 (the "CONSULTATION FEE").
(d) On the date hereof, the Company shall cause SCG Holding
Corporation (the "PARENT") to grant the Executive an option (the "OPTION") to
purchase 750,000 shares of common stock of the Parent at an exercise price of
$1.00 per share. The Option shall be subject to and governed by the SCG
Holding Corporation 1999 Founders Stock Option Plan (the "OPTION PLAN") and
shall be evidenced by a stock option grant agreement as provided under the
Option Plan. 8.4 percent of the Option shall become exercisable on the Grant
Date (as defined in the applicable Stock Option Grant Agreement); an
additional 8.3 percent of the Option shall become exercisable six months
following the Grant Date; an additional 8.3 percent of the Option shall
become exercisable on the first anniversary of the Grant Date; and on each
six-month anniversary following the first one-year anniversary of the Grant
Date, an additional 12.5 percent of the Option shall become exercisable until
100% of the Option is fully vested and exercisable: PROVIDED THAT the
Executive is still employed by the Company on each such date that a portion
of the Option is to become exercisable. Notwithstanding the foregoing, in the
event of a Change in Control (as defined in the Option Plan) during the
Employment Period, the Option shall become fully vested and immediately
exercisable as provided under the Option Plan. The Option or any portion
thereof that has not become exercisable shall automatically expire on the
Date of Termination (as defined in Section 4 below), and the Option or any
portion thereof that has become exercisable as of the Date of Termination
shall expire on the earlier of (i) ninety (90) days after the date the
Executive's Employment is terminated for any reason other than Cause, death
or Disability; (ii) one year after the date the Executive's employment is
terminated by reason of death or Disability; (iii) thirty (30) days after the
date the Executive's employment is terminated for Cause; or (iv) the tenth
anniversary of the Grant Date.
(e) During the Employment Period:
(i) except as specifically provided herein, the Executive
shall be entitled to participate in all savings and retirement plans,
practices, policies and programs of the Company which are made available
generally to other executive officers of the Company; to the extent permitted
by applicable law, the Company will, on or as soon as practicable after the
date hereof, take into account the Executive's service with Zilog, Inc. as if
it were service with the Company for purposes of eligibility and vesting
under the Company's 401(k) plan administered by Vanguard (the "401(k) PLAN"),
provided that taking such service into account does not affect the
tax-qualified status of the 401(k) Plan; and
(ii) except as specifically provided herein, the Executive
and/or the Executive's family, as the case may be, shall be eligible for
participation in, and shall receive all benefits under, all welfare benefit
plans, practices, policies and programs provided by the Company which are made
available generally to other executive officers of the Company (for the
avoidance of doubt, such plans, practices, policies or programs shall not
include any plan, practice, policy or program which provides benefits in the
nature of severance or continuation pay). Notwithstanding the foregoing, to
the extent reasonably practicable, the Company will provide medical and
dental benefits at least comparable to the benefits the Executive received
from Zilog, Inc., including without limitation by providing such benefits
through reimbursing the Executive for the cost of continuing his medical
coverage under Zilog's medical plan pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 (COBRA).
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<PAGE>
(f) The Company shall provide the Executive with a car allowance
not to exceed $1,200 per month.
(g) The Company shall provide the Executive with (i) relocation
benefits in accordance with the Company's relocation policy; (ii) a housing
allowance ("HOUSING ALLOWANCE") not to exceed $4,000 per month until the
earlier of the date the Executive acquires a permanent residence in the
Phoenix, Arizona area and relocates his family thereto or twenty-four (24)
months, plus an additional amount per month to compensate for any federal,
state and local income and payroll taxes that the Executive shall be required
to pay in respect of the housing allowance payments such that the Executive's
net after-tax payment equals his Housing Allowance; and (iii) reasonable
travel expenses between California and Phoenix, Arizona for the Executive and
the Executive's spouse and children for the 24-month-period immediately
following the Effective Date, provided such expenses shall not exceed $1,440
per month net of all income taxes to the extent applicable.
(h) The Executive shall be entitled to receive four weeks paid
vacation per calendar year, prorated for any partial year and otherwise
accrued in accordance with the Company's vacation practices applicable
generally to the senior executive officers of the Company.
(i) The Company shall reimburse the Executive for all reasonable
business expenses upon the presentation of statements of such expenses in
accordance with the Company's policies and procedures now in force or as such
policies and procedures may be modified with respect to the senior executive
officers of the Company.
3. EMPLOYMENT PERIOD.
The Employment Period commenced on August 2, 1999 (the "EFFECTIVE
DATE") and shall terminate on the third anniversary of the Effective Date
(the "SCHEDULED TERMINATION DATE"). Notwithstanding the foregoing, the
Executive's employment hereunder may be terminated during the Employment
Period prior to the Scheduled Termination Date upon the earliest to occur of
the following events (at which time the Employment Period shall be
terminated):
(a) Death. The Executive's employment hereunder shall terminate
upon his death.
(b) Disability. The Company shall be entitled to terminate the
Executive's employment hereunder for "DISABILITY" if, as a result of the
Executive's incapacity due to physical or mental illness or injury, the
Executive shall have been unable to perform his duties hereunder for a period
of ninety (90) consecutive days, and within thirty (30) days after Notice of
Termination (as defined in Section 4 below) for Disability is given following
such 90-day period the Executive shall not have returned to the performance
of his duties on a full-time basis.
(c) Cause. The Company may terminate the Executive's employment
hereunder for Cause. For purposes of this Agreement, the term "CAUSE"
shall mean: (i) a material breach by the Executive of this Agreement: (ii)
the failure by the Executive to reasonably and substantially perform his
duties hereunder (other than as a result of physical or mental illness or
injury); (iii) the Executive's willful misconduct or gross negligence which
is materially injurious to the Company; or (iv) the conviction of or plea of
nolo contendere (or similar plea) by the Executive for a felony or other
serious crime involving moral turpitude. In the case of clauses (i) and (ii)
above, the Company shall provide written notice to the Executive indicating
in reasonable detail the events or circumstances that it believes constitute
Cause
3
<PAGE>
hereunder and, if such breach or failure is reasonably susceptible to cure,
provide the Executive with thirty (30) days to cure such breach or failure
prior to any termination for Cause.
(d) Without Cause. The Company may terminate the Executive's
employment hereunder during the Employment Period without Cause.
(e) Voluntarily. The Executive may voluntarily terminate his
employment hereunder (other than for Good Reason), provided that the
Executive provides the Company with notice of his intent to terminate his
employment at least three months in advance of the Date of Termination (as
defined in Section 4 below).
(f) For Good Reason. The Executive may terminate his employment
hereunder for Good Reasons. For purposes of this Agreement, "GOOD REASON"
shall mean (i) a material diminution of the Executive's duties and
responsibilities hereunder, or (ii) the Executive elects to terminate his
employment within one year after a Change in Control (as defined below);
PROVIDED THAT in (i) above, the Executive shall notify the Company with
thirty (30) days after the event or events which the Executive believes
constitute Good Reasons hereunder and shall describe in such notice in
reasonable detail such event or events and provide the Company a reasonable
time to cure such diminution (not to exceed thirty (30) days).
4. TERMINATION PROCEDURE.
(a) Notice of Termination. Any termination of the Executive's
employment by the Company or by the Executive during the Employment Period
(other than a termination on account of the death of Executive) shall be
communicated by written "NOTICE OF TERMINATION" to the other party hereto in
accordance with Section 12(a).
(b) Date of Termination. "DATE OF TERMINATION" shall mean (i) if
the Executive's employment is terminated by his death, the date of his death,
(ii) if the Executive's employment is terminated pursuant to Section 3(b),
thirty (30) days after Notice of Termination, (iii) if the Executive
voluntarily terminates his employment, the date specified in the notice given
pursuant to Section 3(c) herein which shall not be less than thirty (30) days
after the Notice of Termination, (iv) if the Executive terminates his
employment hereunder for Good Reason pursuant to Section 3(f) herein, thirty
(30) days after Notice of Termination and (v) if the Executive's employment
is terminated for any other reason, the date on which a Notice of Termination
is given or any later date (within thirty (30) days, or any alternative time
period agreed upon by the parties, after the giving of such notice) set forth
in such Notice of Termination.
5. TERMINATION PAYMENTS.
(a) Without Cause or for Good Reason. In the event of the
termination of the Executive's employment during the Employment Period by the
Company without Cause or by the Executive for Good Reason, in addition to the
Executive's accrued but unused vacation and Base Salary through the Date of
Termination (to the extent not theretofore paid) the Executive shall be
entitled to a lump-sum payment, payable within thirty (30) days after the
Date of Termination equal to the product of (A) either (i) three, if the Date
of Termination is on or before September 1, 2001, or (ii) two, if the Date of
Termination is after September 1, 2001 and prior to the Scheduled Termination
Date; and (B) the sum of (i) the highest rate of Executive's annualized Base
Salary in effect at any time up to and including the
4
<PAGE>
Date of Termination and (ii) the Annual Bonus earned by the Executive in the
year immediately preceding the Date of Termination; PROVIDED that the
payments provided herein are subject to and conditioned upon the Executive
executing a valid general release and waiver (in the form reasonably
acceptable to the Company), waiving all claims the Executive may have against
the Company, its successors, assigns, affiliates, executives, officers and
directors, and such payments are subject to and conditioned upon the
Executive's compliance with the Restrictive Covenants provided in Sections 8
and 9 hereof. Except as provided in this Section 5(a), the Company shall have
no additional obligations under this Agreement.
(b) Cause, Disability, Death or Voluntarily. If the Executive's
employment is terminated during the Employment Period (i) by the Company for
Cause, (ii) voluntarily by the Executive (other than for Good Reason), or
(iii) as a result of the Executive's death of Disability, the Company shall
pay the Executive or the Executive's estate, as the case may be, within
thirty (30) days following the Date of Termination the Executive's accrued but
unused vacation and his Base Salary through the Date of Termination (to the
extent not theretofore paid). Except as provided in this Section 5(b), the
Company shall have no additional obligations under this Agreement.
6. EMPLOYMENT TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
(a) In the event the Company terminates the Executive's employment
without Cause within two years following a Change in Control (as defined
below), then, in addition to all other benefits provided to the Executive
under the provisions of this Agreement, the Company shall provide the
Executive with continuation of medical benefits for the greater of (A) two
years after the Date of Termination or (B) the remainder of the Employment
Period. These benefits shall be provided to the Executive at the same cost,
and at the same coverage level, as in effect as of the Executive's Date of
Termination. However, in the event the cost and/or level of coverage shall
change for all employees of the Company, the cost and/or coverage level,
likewise, shall change for the Executive in a corresponding manner; and
(b) For purposes of this Agreement, a Change in Control shall have
the meaning set forth in the Option Plan.
7. LEGAL FEES.
(a) In the event of any contest or dispute between the Company and
the Executive with respect to this Agreement or the Executive's employment
hereunder, each of the parties shall be responsible for their respective
legal fees and expenses.
(b) The Company shall pay up to $10,000 of legal fees incurred by
the Executive in review of and counseling regarding this Agreement after
receipt of an invoice reasonably satisfactory to the Company.
8. NON-SOLICITATION.
During the Employment Period and for one (1) year thereafter, the
Executive hereby agrees not to, directly or indirectly, solicit or assist any
other person or entity in soliciting any employee of the Company or any of
their subsidiaries to perform services for any entity (other than the Company
or
5
<PAGE>
their subsidiaries), or attempt to induce any such employee to leave the
employ of the Company or their subsidiaries.
9. CONFIDENTIALITY; NON-DISCLOSURE; NON-DISPARAGEMENT.
(a) The Executive hereby agrees that, during the Employment Period
and thereafter, he will hold in strict confidence any proprietary or
Confidential Information related to the Company and its affiliates. For
purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" shall mean
all information of the Company or any of its affiliates (in whatever form)
which is not generally known to the public, including without limitation any
inventions, processes, methods of distribution, customer lists or customers'
or trade secrets; provided, however, that the term Confidential Information
shall not include any information which has become publicly available (other
than by an impermissible disclosure of such information) or any information
that is developed independently or obtained independently without breach of
any confidentiality provision by the Executive without the use of any other
Confidential Information.
(b) The Executive hereby agrees that, upon the termination of the
Employment Period, he shall not take, without the prior written consent of
the Company, any drawing, blueprint, specification or other document (in
whatever form) of the Company or its affiliates which is Confidential
Information, including without limitation information relating to its or their
methods of distribution, or any description of any formulas or secret
processes, and will return any such information (in whatever form) then in
his possession.
(c) In the event the Executive's employment hereunder is terminated
pursuant to Section 3(d) or 3(c) hereof, the Executive and the Company shall
mutually agree on the time, method and content of any public announcement
regarding the Executive's termination of employment hereunder and neither the
Executive nor the Company shall make any public statements which are
inconsistent with the information mutually agreed upon by the Company and the
Executive and the parties hereto shall cooperate with each other in refuting
any public statements made by other persons, which are inconsistent with the
information mutually agreed upon between the Executive and Company as
described above.
(d) The Executive hereby agrees not to defame or disparage the
Company, its affiliates and their officers, directors, members or executives,
and the Company hereby agrees that it shall not disparage or defame the
Executive through any official statement of the Company or through any
statements of the officers of the Company, provided that, in the event the
Executive's employment is terminated for Cause, both the Executive and the
Company shall be permitted, in their discretion, to disclose the facts and
circumstances surrounding such termination. The Executive and the Company
hereby agree to cooperate with each other in refuting any defamatory or
disparaging remarks by any third party made in respect of the Company or its
affiliates or their directors, members, officers or executives or in respect
of the Executive.
10. INJUNCTIVE RELIEF.
It is impossible to measure in money the damages that will accrue to
the non-breaching party in the event that one party breaches any of the
restrictive covenants provided in Sections 8 and 9 hereof. In the event that
either party breaches any such restrictive covenant, the non-breaching party
shall be entitled to an injunction restraining the breaching party from
violating such restrictive covenant (without posting any bond). If the
non-breaching party shall institute any action or proceeding to enforce
6
<PAGE>
any such restrictive covenant, the breaching party hereby waives the claim or
defense that the non-breaching party has an adequate remedy at law and
agrees not to assert in any such action or proceeding the claim or defense
that the non-breaching party has an adequate remedy at law. The foregoing
shall not prejudice the non-breaching party's right to require the breaching
party to account for and pay over to the non-breaching party, and the
breaching party hereby agrees to account for and pay over, the compensation,
profits, monies, accruals or other benefits derived or received by the
breaching party as a result of any transaction constituting a breach of any
of the restrictive covenants provided in Sections 8 or 9 hereof, subject to
the non-breaching party's obligation to mitigate its damages.
11. REPRESENTATIONS.
(a) The parties hereto hereby represent that they each have the
authority to enter into this Agreement and that the execution of, and
performance of duties under, this Agreement shall not constitute a breach of
or otherwise violate any other agreement to which they are a party.
(b) The Executive hereby represents to the Company that he will not
utilize or disclose any confidential information obtained by the Executive in
connection with his former employment with respect to his duties and
responsibilities hereunder.
12. MISCELLANEOUS.
(a) Any notice or other communication required or permitted under
this Agreement shall be effective only if it is in writing and shall be
deemed to be given when delivered personally or four days after it is mailed
by registered or certified mail, postage prepaid, return receipt requested or
one day after it is sent by a reputable overnight courier service and, in
each case, addressed as follows (or if it is sent through any other method
agreed upon by the parties):
If to the Company:
Semiconductor Components Industries, LLC
5005 East McDowell Road
Phoenix, Arizona 85008
Attention: Board of Directors and Secretary
with a copy to:
Paul Shim
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
<PAGE>
If to the Executive:
James Thorburn
Semiconductor Components Industries, LLC
5005 East McDowell Road
Phoenix, Arizona 85008
with a copy to:
Paul A. Reiner
Paul, Hastings, Janofsky & Walker
345 California Street
San Francisco, CA 94104
or to such other address as any party hereto may designate by notice to the
others.
(b) This Agreement shall constitute the entire agreement among the
parties hereto with respect to the Executive's employment hereunder, and
supersedes and is in full substitution for any and all prior understandings
or agreements with respect to the Executive's employment (it being understood
that any stock options granted to the Executive shall be governed by the
relevant option plan and related stock option grant agreement and any other
related documents).
(c) This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by
an instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought. The failure of any party hereto at any
time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at
any time thereafter, nor shall the waiver by any party hereto of a breach of
any provision hereof be taken or held to be a waiver of any succeeding breach
of such provision or a waiver of the provision itself or a waiver of any
other provision of this Agreement.
(d) The parties hereto acknowledge and agree that each party has
reviewed and negotiated the terms and provisions of this Agreement and has
had the opportunity to contribute to its revision. Accordingly, the rule of
construction to the effect that ambiguities are resolved against the drafting
party shall not be employed in the interpretation of this Agreement. Rather,
the terms of this Agreement shall be construed fairly as to both parties
hereto and not in favor or against either party.
(e) (i) This Agreement is binding on and is for the benefit of the
parties hereto and their respective successors, assigns, heirs, executors,
administrators and other legal representatives. Neither this Agreement nor
any right or obligation hereunder may be assigned by either party, except
that the Company may assign this Agreement upon a Change in Control.
(ii) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume this
Agreement in the same manner and to the same extent that the Company would
have been required to perform it if no such succession had taken place. As
used in the Agreement, "the Company" shall mean both the Company as defined
above and any such successor that assumes this Agreement, by operation of law
or otherwise.
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<PAGE>
(f) Any provision of this Agreement (or portion thereof) which is
deemed invalid, illegal or unenforceable in any jurisdiction shall, as to
that jurisdiction and subject to this Section, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way the remaining provisions thereof in such jurisdiction or rendering that
or any other provisions of this Agreement invalid, illegal, or unenforceable
in any other jurisdiction. If any covenant should be deemed invalid illegal
or unenforceable because its scope is considered excessive, such covenant
shall be modified so that the scope of the covenant is reduced only to the
minimum extent necessary to render the modified covenant valid, legal and
enforceable. No waiver of any provision or violation of this Agreement by
Company shall be implied by Company's forbearance or failure to take action.
(g) The Company may withhold from any amounts payable to the
Executive hereunder all federal, state, city or other taxes that the Company
may reasonably determine are required to be withheld pursuant to any
applicable law or regulation, (it being understood, that the Executive shall
be responsible for payment of all taxes in respect of the payments and
benefits provided herein).
(h) This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona without reference to its principles of
conflicts of law.
(i) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(j) The headings of this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
/s/ GEORGE H. CAVE
-----------------------------
Name: George H. Cave
Title: Assistant Secretary &
General Counsel
/s/ JAMES THORBURN
-----------------------------
Name: James Thorburn
Title: Treasurer
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<PAGE>
PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT (as amended, restated, replaced,
supplemented or otherwise modified from time to time, this "Agreement") is
---------
dated as of November 8, 1999 and entered into by and between James Thorburn,
in his individual capacity, ("Grantor") and Semiconductor Components
-------
Industries, LLC, (together with its successors and assigns, "Secured Party").
-------------
PRELIMINARY STATEMENTS
WHEREAS, Secured Party has agreed to loan Grantor the principal amount
of $227,867.50 (the "Loan") in accordance with that certain Promissory
----
Note/Security Interest made by Grantor, dated as of the date hereof (as the
same may be amended, restated, supplemented or otherwise modified from time
to time, the "Note") in order to finance Grantor's acquisition of 70,000
----
shares of common stock of Zilog Inc. (the "Property");
--------
WHEREAS, it is a condition precedent to the making of the Loan by
Secured Party that Grantor shall grant the security interests and undertaken
the obligations contemplated by this Agreement; and
WHEREAS, it is intended that the security interest granted hereunder
secure the Loan until the Principal Amount and Interest (each term as defined
in the Note) is paid in full by the Grantor.
NOW, THEREFORE, in consideration of the premises and in order to induce
Secured Party to make the Loan and for other good and valuable consideration,
the receipt and adequacy of which are hereby conclusively acknowledged,
Grantor hereby agrees with Secured Party as follows:
SECTION 1. Grant and Pledge of Security. Grantor hereby assigns and
----------------------------
pledges to Secured Party, and hereby grants to Secured Party a security
interest in, all of Grantor's right, title and interest in and to the
Property, whether now or hereafter acquired (the "Pledged Collateral"), and
any interest of the Grantor in the entries on the books of Zilog Inc. or any
financial intermediary pertaining to the Property, and all dividends, cash,
warrants, rights, instruments and other property or proceeds from time to
time received, receivable or otherwise distributable in respect of or in
exchange for any or all of the Property. The Grantor shall deliver to the
Secured Party the certificates representing the Property, together with the
Assignment Separate From Certificates (in the form attached hereto as Exhibit
A) signed by the Grantor equal to the number of certificates delivered, and
such certificates and Assignment shall remain in the possession of the
Secured Party until this Agreement is terminated, at which time, the
Secured Party shall return the certificates and Assignment to the Grantor.
Notwithstanding the foregoing, in the event Grantor wishes to dispose of all
or part of the Pledged Collateral in order to satisfy the Secured Obligations
(as defined in Section 2 hereof), the Secured Party shall permit such
disposition in a manner mutually acceptable to the parties hereto (including
without limitation delivering the certificates to a third-party purchaser or
broker in order to effectuate such sale or disposition), provided the
proceeds of any such sale or disposition shall first be used to satisfy the
Secured Obligations in full. In the case of an Acceleration Event (as defined
in the
<PAGE>
Note), the Grantor hereby appoints the Secured Party as his true and lawful
attorney to take such action as may be necessary or appropriate to cause the
Pledged Collateral to be transferred into the name of the Secured Party or
any assignee of the Secured Party and to take any other action on behalf of
the Grantor permitted hereunder or under applicable law.
SECTION 2. Security for Obligations. This Agreement secures, and the
------------------------
Pledged Collateral is collateral security for, all obligations of every
nature of the Grantor now or hereafter existing under the Note (all such
obligations collectively, the "Secured Obligations").
-------------------
SECTION 3. No Assumption. Notwithstanding any of the foregoing, this
-------------
Agreement shall not in any way be deemed to obligate Secured Party to assume
any of Grantor's obligations, duties, expenses or liabilities now existing or
hereafter drafted or executed (collectively, the "Grantor Obligations")
-------------------
unless Secured Party or any such purchaser otherwise expressly agrees to
assume any or all of such Grantor Obligations in writing.
SECTION 4. Further Assurances and Covenants of Grantor. Grantor agrees
-------------------------------------------
that from time to time, at the expense of Grantor, Grantor will promptly
execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that Secured Party may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral. Grantor shall not, without the prior written consent of
Secured Party, which may be granted or withheld in Secured Party's sole
discretion, sell, assign (by operation of law or otherwise), pledge or
otherwise dispose of or hypothecate all or any part of the Pledged
Collateral. Notwithstanding the foregoing, in the event Grantor wishes to
dispose of all or part of the Pledged Collateral in order to satisfy the
Secured Obligations, the Secured Party shall permit such disposition in a
manner mutually acceptable to the parties hereto (including without
limitation delivering the certificates to a third-party purchaser or broker
in order to effectuate such sale or disposition), provided the proceeds of
any such sale or disposition shall first be used to satisfy the Secured
Obligations in full.
SECTION 5. Acceleration Event; Grantor's Failure to Perform. In the case
------------------------------------------------
of an Acceleration Event (as defined in the Note) or Grantor's failure to
perform any term of this Agreement, in addition to all of Secured Party's
other rights and remedies at law and in equity, Secured Party shall have the
right, upon five days prior notice to Grantor, to dispose in any manner of
all or any portion of the Pledged Collateral and to apply the proceeds as
follows: (i) first to pay Secured Party's expenses (including reasonable
attorney's fees) in connection with collection of the Note; (ii) second, to
apply so much of the remaining proceeds as may be necessary to pay the unpaid
Principal Amount and Interest accrued under the Note; and (iii) third, to pay
any remaining amount of the proceeds to Grantor.
SECTION 6. Continuing Security Interest; Transfer of Loan. This
----------------------------------------------
Agreement shall create a continuing security interest in the Pledged
Collateral and shall (a) remain in full force and effect until the
indefeasible payment in full of the Secured Obligations, (b) be binding upon
Grantor, its successors and assigns, and (c) inure, together with the rights
and remedies of Secured Party hereunder, to the benefit of Secured Party and
its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c),
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<PAGE>
neither party may transfer their rights or obligations under this Agreement,
except that the Secured Party may assign or otherwise transfer the Note and
this Agreement to any successor-in-interest, including without limitation any
purchaser of substantially all of the assets of the Secured Party. Upon the
indefeasible payment in full of all Secured Obligations, the security
interest granted hereby shall terminate and all rights to the Pledged
Collateral shall revert to Grantor.
SECTION 7. Amendments. No amendment, modification, termination or waiver
----------
of any provision of this Agreement, or consent to any departure by Grantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by Secured Party, and, in the case of any such amendment or
modification by Grantor, such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.
SECTION 8. Notices. Any notice or other communication herein required or
-------
permitted to be given hereunder shall be given in accordance with Section
5(d) of the Note.
SECTION 9. Failure or Indulgence not Waiver; Remedies Cumulative. No
-----------------------------------------------------
failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right, privilege or
option or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right, privilege
or option preclude any other or further exercise thereof or of any other
power, right, privilege or option. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.
SECTION 10. Severability. In case any provision in or obligation under
------------
this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
SECTION 11. Headings. Section and subsection headings in this Agreement
--------
are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.
SECTION 12. Governing Law; Terms; Assignment. THIS AGREEMENT AND THE
--------------------------------
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ARIZONA. This Agreement shall inure to the benefit of, and be binding upon,
the Secured Party and its successors and assigns and be binding upon the
Grantor and the Grantor's legal representatives, heirs and legatees,
distributees, assigns and transferees by operation of law.
SECTION 13. Waiver. The provisions of Section 5(e) of the Note are hereby
------
incorporated by reference in their entirety.
SECTION 15. Counterparts. This Agreement may be executed in one or more
------------
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple
3
<PAGE>
separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, Grantor and Secured Party have caused this Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
GRANTOR: James Thorburn, in his individual capacity
By: /s/ James Thorburn
--------------------
Name: James Thorburn
Title: C.O.O.
SECURED PARTY: Semiconductor Components Industries LLC
By: /s/ George H. Cave
----------------------
Name: George H. Cave
Title: Assistant Secretary & General Counsel
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Exhibit 10.24
PROMISSORY NOTE/SECURITY INTEREST
$227,867.50 Phoenix, AZ
5.54% Interest November 8, 1999
James Thorburn ("Thorburn") for value received, hereby promises to pay
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to the order of Semiconductor Components Industries, LLC ("SCI"), at its
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offices located at 5005 East McDowell Rd., Phoenix, AZ 85008, or such other
place as the holder hereof may designate by notice to Thorburn, the
principal amount of Two Hundred Twenty-Seven Thousand Eight Hundred
Sixty-Seven Dollars and Fifty Cents ($227,867.50)("Principal Amount"), plus
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interest of 5.54 percent per annum ("Interest")(Interest payable hereunder
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shall be computed on the basis of actual days elapsed and a year of 360
days), in lawful money of the United States, in the manner set forth in
Section 1 hereof.
1. Payment/Prepayment
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(a) Thorburn shall pay all proceeds that he receives from any sale
of any portion of the Property (as defined in Section 2 below) to the holder
of the Note until the Principal Amount plus accrued Interest is paid in full.
Thorburn shall make such payments as soon as practicable after the date of
such sale (but in no event more than five (5) business days after such sale).
For the avoidance of doubt, no payments of Principal Amount or Interest shall
be due until Thorburn sells the Property or any portion thereof.
(b) This Note may be prepaid at any time, in whole or in part,
without penalty or premium. Each partial prepayment shall be applied first to
the Interest and then to the Principal Amount. This Note is a non-recourse
note secured by the Property (as defined in Section 2 below).
2. Acknowledgement
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Thorburn acknowledges and confirms that (i) SCI has loaned Thorburn
the Principal Amount of the Note for the sole purpose of Thorburn purchasing
70,000 shares of common stock of Zilog Inc. (the "Property") and (ii) he will
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use the proceeds of the Note solely for such purpose.
3. Event of Acceleration
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The holder of this Note, by written notice to Thorburn, may declare
the entire outstanding Principal Amount plus Interest immediately due and
payable in the event that Thorburn breaches any of the terms of the Note or
the Pledge and Security Agreement (a form of which is attached
hereto)("Acceleration Event"), in which event the maturity of the then unpaid
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balance of the Note shall be accelerated and shall become immediately due and
payable.
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4. Security Interest
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As collateral security for the full and timely payment of all amounts
due under the Note, Thorburn hereby agrees to grant SCI a security interest
in the Property by executing the Pledge and Security Agreement and pledging
the Property to SCI, and Thorburn also agrees to execute any and all
additional documents necessary to provide such security interest. SCI shall
hold the Property in accordance with the Pledge and Security Agreement and
shall release the Property upon payment of the Principal Amount and Interest
in full, provided that SCI may, at Thorburn's request or upon default as
provided above, dispose of any portion or all of the Property and offset any
proceeds received upon such disposal against SCI's expenses (as provided in
the Pledge and Security Agreement), then against the Principal Amount and
Interest as payment of the Note in full and then pay over the excess
proceeds, if any, to Thorburn. Upon payment of the Principal Amount and
Interest under the Note, SCG shall promptly release its security interest in
the Property.
5. Miscellaneous
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(a) Thorburn shall pay all costs and expenses incurred by the holder in
connection with the collection of the Note, including reasonable attorneys'
fees.
(b) This Note shall be governed by and construed in accordance with the
laws of Arizona applicable to agreements made and to be performed therein and
cannot be changed orally.
(c) No delay or failure on the part of the holder of this Note to
exercise any power or right given under this Note, including, but not limited
to, the right to accelerate the amounts due, shall operate as a waiver of
the power or right and no right or remedy of the holder shall be deemed
abridged or modified by any course of conduct. All rights and remedies
existing hereunder are cumulative and not exclusive of each other or any
rights or remedies otherwise available.
(d) All notices and other communications hereunder shall be in writing
and shall be deemed given when delivered personally, three days after being
mailed by registered mail, return receipt requested, or the following day if
sent by overnight courier service, to SCI, attention Secretary, at the
address set forth at the beginning of this Note and to Thorburn at 5005 East
McDowell Rd., Phoenix, AZ 85008, or such other address as either party may
specify by notice given pursuant hereto.
(e) To the extent permitted by applicable law, Thorburn hereby waives
all benefit that might accrue by virtue of any present or future moratorium
laws exempting any of the Property, or any other property, real or personal,
or any part of the proceeds arising from any sale of any such property, from
attachment, levy, or sale under execution, or providing for any stay of
execution to be issued on any judgment recovered on this Note (excepting only
any stay of execution).
(f) If any term or provision of this Note or the application thereof to
any circumstance shall, to any extent, be invalid, illegal or unenforceable,
such term or such provisions shall be ineffective to the extent of such
invalidity, illegality or unenforceability without invalidating or rendering
unenforceable any remaining terms and provisions hereof or thereof or the
application
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of such term or provision to circumstances other than those as to which it is
held invalid, illegal or unenforceable.
(g) This Note shall not be transferable, except that SCI may transfer
the Note to any other person or entity without Thorburn's consent.
/s/ James Thorburn
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James Thorburn
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Exhibit 10.25
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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
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ENROLLMENT MATERIALS
These materials provide highlights of ON SEMICONDUCTOR'S Deferred Compensation
Plan, and full details are contained in the Plan document. If a description in
these materials or any oral representation differs from these documents, the
Plan document shall prevail. This booklet does not create a contract of
employment between ON SEMICONDUCTOR or any of its current or future subsidiaries
and any employee.
December 1999
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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
ENROLLMENT PACKAGE CONTENTS
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TABLE OF CONTENTS
SECTION 1: Introductory Letter
SECTION 2: Summary
SECTION 3: Highlights
SECTION 4: Questions and Answers
SECTION 5: Plan
SECTION 6: Enrollment Issues
FORMS IN THIS PACKET
- - Deferral Commitment (MUST SIGN EVEN IF NOT PARTICIPATING.)
- - Distribution Election
- - Allocation Form
- - Beneficiary Designation
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DEFERRED COMPENSATION PLAN
SUMMARY
ON SEMICONDUCTOR has established a voluntary Deferred Compensation Plan (DCP) to
allow eligible employees to defer income pre-tax and to receive investment
returns on a tax-deferred basis. You can defer income that you cannot place in
the 401(k) plan because you have reached the qualified plan limits.
If you elect not to participate in the DCP at this time, you will not be
eligible to participate in the Plan until 2002. You could next enroll in 2000
for funds to be deferred in 2002.
WHAT ARE THE BENEFITS OF -Reduces current income taxes
DEFERRING INCOME? -Earnings build tax deferred
-Multiple investment options
-Flexibility as to when you receive money
(unlike 40lk plans; no early withdrawal
penalty)
WHEN DO I DECIDE IF I In December of each year.
WANT TO DEFER?
HOW MUCH OF MY INCOME CAN You can defer up to 25% of your salary and up
I DEFER? to 100% of your bonus--to be earned a full
year from the deferral date. You can choose to
defer a set dollar amount or percentage of
your pay.
HOW WILL MY ACCOUNT You can choose from three (3) valuation
BALANCES BE VALUED? vehicles that will be used to determine
investment gains or losses. Refer to the Plan
Highlights for the listing of valuation
vehicle options and descriptions of the
investment objectives.
Each quarter, you may change the investment
allocation of existing Account balances.
WHAT ARE MY DISTRIBUTION -Planned distributions (such as for college
OPTIONS? expenses)
-Retirement
-Termination or
-Hardship withdrawal
HOW DO I ENROLL
- - Please complete the enrollment forms, following instructions provided.
- - Return your completed forms to ON SEMICONDUCTOR Human Resources'
Compensation Manager in the envelope provided no later than December 31,
1999 (for 2000) and January 31, 2000 (for 2001).
- - If you have questions, please call ON SEMICONDUCTOR'S Compensation
Manager or the administrator for the Plan.
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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
PLAN HIGHLIGHTS
WHO IS ELIGIBLE Employees, salary grade E-14 and above with a salary
of $125,000 or above as determined by the
Administration Committee will be eligible to
participate in the ON SEMICONDUCTOR'S Deferred
Compensation Plan (DCP).
PLAN OBJECTIVES The DCP was implemented to offer the following
benefits for our key employees:
- The opportunity to defer salary and bonus
compensation on a pre-tax basis,
- The ability to receive tax-deferred gains,
- The option to defer payment of current compensation
to future years to supplement retirement income and
for other financial needs such as the college
expenses of children, and
- The ability to choose from a list of Valuation
Funds used to measure investment performance on
your deferrals.
Participation in the Plan is voluntary. The Plan
Highlights describe the key features of the DCP. More
detailed information is in the Plan. The Plan
contains provisions of the DCP and governs any
interpretation of the Plan.
DEFERRAL OPPORTUNITY In December of each year, you will receive election
forms to defer up to 25% of salary and up to 100% of
bonus compensation that may be earned during a year
that is a full year following the election. Deferrals
into the DCP are made on a pre-tax basis and,
therefore, offer you the opportunity to save on
current income taxes payable.
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PAYMENT OF At the time you make your deferral election, you must
BENEFITS designate the timing and form of benefit payment, as
applicable, for your Account balance(s).
However, certain events may occur which may change
the timing or form of benefit payment that will be
made. They are:
- TERMINATION OF EMPLOYMENT: If you terminate your
employment before age 55, you will receive your
total account balance in a lump sum payment.
- DEATH: In the event of your death, either before or
after your retirement or termination of employment,
your entire Account Balance will be paid to your
spouse beneficiary according to your distribution
election; if you did not make a distribution
election in the event of death, payments will be
made to the beneficiary spouse in accordance to
your retirement distribution election. If your
beneficiary is not your spouse, payment will be
made in one lump sum.
Please note that, in the event of death, the value of
any remaining Plan benefit payments may be included
in your estate for tax calculation purposes.
Accordingly, you may want to speak with your tax or
legal advisor if you have any questions about your
distribution election in the event of death.
- LONG-TERM DISABILITY (LTD): If you become
permanently and totally disabled and are eligible
for Long-Term Disability benefits, your Account
distribution will be made as if you had retired
as of the date your become eligible for LTD
benefits.
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PAYOUT OPTIONS Distribution options are
- Planned distributions (such as for college
expenses)
- Retirement
- Termination or
- Hardship withdrawal
VALUATION The Valuation Funds are the Plan investment options
FUNDS from which you may choose. Investment gains or losses
from the Valuation Funds will be the basis for
determining investment returns recorded in your
Account balance(s).
Your Valuation Fund selection must be made at the
same time you make your deferral election. Changes to
your Valuation Fund allocations may be made as of the
end of any calendar quarter. Use the Account Balance
Reallocation Form, available from the ON
SEMICONDUCTOR Compensation Manager, to request
changes in your Valuation Fund allocations.
While the Valuation Funds are used to determine
investment gains or losses, you do not have ownership
or any other rights to balances shown in your
Valuation funds. Participant deferrals may or may not
be invested in these Funds, or any other specific
assets. The Valuation Funds define what you are
entitled to receive in an Account distribution,
subject to the risks outlined in "Nature of
Obligation".
The Company reserves the right to change the
Valuation Funds offered.
ADDITIONAL PROVISIONS
VESTING You are 100% vested in your deferrals and any
investment gains or losses recorded in your DCP
Account balances.
HARDSHIP You can petition the Administrative Committee in the
event of a demonstrable hardship, the Committee may,
in its discretion, provide relief.
If a distribution is in fact made, you will be
prohibited from making any ongoing deferrals for a
least 12 months, and the amount of the distribution
will be only the amount necessary to meet the
financial hardship. It is anticipated that the
Administrative Committee will use similar guidelines
as provided in the 401(k) regulations in determining
what constitutes a financial hardship, but the final
decision will be completely within their discretion.
TERMINATION OF You may elect during your participation, at any time
TERMINATION and for any reason, to terminate your participation
in this Plan. This will trigger a pay out from all
your
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Account balances. Should you choose to exercise this
provision, several "penalties" will be imposed:
- Your current Deferral Commitment will terminate,
- You forfeit your right to receive any gains, and
you will assume any associated losses in the DCP
Account, and
- You will be prohibited from ever participating in
the Plan again.
If you elect termination by written notification to
the Administrative Committee, the remaining portion
of your vested Account balances will be paid to you
as if you had terminated service with the Company.
AMENDMENT OR AMENDMENT: The Company reserves the right at any time
TERMINATION OF to amend the provisions of the Plan, including but
PLAN not limited to changing the various Valuation Funds
available. Any such amendment shall not reduce the
amount accrued to date in your Account balance(s),
subject to the risks outlined in the Nature of
Obligation.
TERMINATION: While the Company intends to offer the
DCP indefinitely, it may partially or completely
terminate the Plan at any time. A partial termination
will be accomplished by ceasing any ongoing deferrals
and continuing to operate the Plan until the eventual
payout of all benefits due. A complete termination
will include the termination of all current Deferral
Commitments and the payout of all Account balances.
NATURE OF "GENERAL, UNSECURED CREDITOR": As a participant in
OBLIGATION this Plan, you must look to the Company for the
payment of your benefits. To maintain favorable tax
treatment for you under the Plan, your Account
balances must (1) remain subject to the claims of
general creditors of the Company and (2) be
structured so they do not create a right to any
specific Company assets. Therefore, you will be in
the position of a "general, unsecured creditor" of
the Company.
CONTINUED EMPLOYMENT: Establishing the Plan or
extending eligibility to participants does not create
a contract of employment nor guarantee that any
participant shall continue to be employed by the
Company.
RABBI TRUST: The company may decide to establish what
is known as a Rabbi Trust to provide "security" of
benefit payments for DCP participants and to assist
in the smooth operation of the Plan. However, assets
of such a trust, if any, will always remain the
property of the Company and will be subject to the
claims of the Company's creditors in the event of
bankruptcy or insolvency. You will not have any right
or interest in the trust or any particular asset that
the trust may hold.
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QUESTIONS AND ANSWERS
ABOUT THE DCP
IF YOU HAVE QUESTIONS THAT ARE NOT ANSWERED IN THESE MATERIALS, YOU MAY CALL ON
SEMICONDUCTOR HUMAN RESOURCES' COMPENSATION MANAGER. YOU ARE ALSO ADVISED TO
SPEAK WITH YOUR OWN TAX OR LEGAL ADVISOR, AS APPROPRIATE.
1. WHY DID ON SEMICONDUCTOR INTRODUCE THE DEFERRED COMPENSATION PLAN?
The DCP was implemented as part of the overall compensation-planning program for
executives of ON SEMICONDUCTOR. Elective deferred compensation plans have become
an important part of compensation planning today due to the legislative
restrictions on qualified retirement programs and the limitations on tax-favored
conventional investments. The DCP offers the opportunity to defer compensation
to future years on a pre-tax basis, to receive tax-deferred investment returns,
and flexibility in selecting investment options that will be used to value your
Account balance(s).
2. WHEN MUST DEFERRAL ELECTIONS BE MADE?
Due to the recent launch of our new company, ON SEMICONDUCTOR, and subsequent
Board of Director approval of the Plan, the first cycle is a short one. For the
initial plan year, you have the opportunity this December to elect to defer
compensation and bonuses earned during 2000. (FORMS FOR 2000 ELECTIONS MUST BE
IN BY DECEMBER 31, 1999.) Further, you will have the opportunity to defer
compensation earned during the next calendar year 2001. (FORMS FOR 2001
ELECTIONS MUST BE IN BY JANUARY 31, 2000.) In December 2000 you may have the
opportunity to elect deferrals beginning in January 2002.
3. HOW MUCH CAN I DEFER?
You can specify either a dollar amount or a percentage of pay to be deferred,
with maximum annual deferrals of up to 25% of base pay and 100% of your bonus.
Salary deferrals will be deducted in roughly equal amounts from your paychecks
over the calendar year. During the first year, 2000, deductions will begin as
soon as administratively feasible.
4. ARE DEFERRALS INTO THE DCP SUBJECT TO WITHHOLDING TAXES?
Deferrals into the DCP are not subject to federal income taxes; however, they
are subject to FICA/Social Security withholding:
For the old-age insurance portion of Social Security (i.e., pension benefits),
deferrals into the DCP are not subject to withholding if your annual, taxable
compensation is greater than the Wage Base $76,200 for 2000 (Wage Base for 2001
not yet available).
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For the Health Insurance portion of Social Security (i.e., Medicare), there is
no "cap" on compensation for withholding tax purposes, and all deferrals into
the DCP are subject to Withholding (the payroll/withholding tax rate is 1.45% of
amounts deferred).
5. CAN I CHANGE MY DEFERRAL ELECTION?
In December of each year, you will make a deferral election that will apply
towards compensation earned a full year in the future. For instance, in December
2002, if you chose to defer part of your compensation, it will be for the year
2004. The deferral election is irrevocable for the election year and cannot be
changed.
6. CAN I DECLINE PARTICIPATION NOW, BUT JOIN LATER?
Yes, however, you may only choose to participate during a subsequent deferral
election period (December of each year).
7. WHAT DETERMINES INVESTMENT RETURNS ON MY DEFERRALS?
You may select among various Valuation Funds that will be used to determine
investment gains or losses on amounts deferred. You will have no ownership
interest in or rights to any Company assets or investments made to cover Plan
liabilities.
8. HOW DO I GET INFORMATION ABOUT THE VALUATION FUNDS/INVESTMENT ALTERNATIVES?
A listing of Valuation Funds is provided in the Plan Highlights, with a brief
description of the investment objective for each of the Funds. You may also wish
to read the prospectus.
9. MAY I CHANGE MY VALUATION FUND ALLOCATIONS?
Yes, you may change your Valuation Fund allocations as of the end of any
calendar quarter. Such a change will apply to existing Account balances only, it
will not change the Valuation Fund allocation of your current year's deferrals.
Changes must be on forms available from and then submitted to Human Resources'
Compensation Manager prior to the effective date of change (i.e., before the end
of the calendar quarter).
10. WHEN DO I VEST UNDER THE PROGRAM?
You are 100% vested on your deferrals and any investment gains or losses
credited on such deferrals.
11. WHAT INFORMATION WILL I RECEIVE ABOUT MY PLAN ACCOUNT BALANCE?
You will receive periodic benefit statements summarizing the activity in your
account.
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12. WHAT ACCOUNT DISTRIBUTION OPTIONS ARE AVAILABLE UNDER THE PLAN?
Options for distributions include planned distributions (such as for college
expenses); retirement; termination or hardship withdrawal. All Plan
distributions are reportable as ordinary, taxable income in the calendar year
paid.
13. ARE DISTRIBUTIONS TAXABLE?
Under current tax laws, all distributions from the Plan are subject to ordinary
income tax in the year paid. Accordingly, the Company will be required to
withhold a portion of the distribution for income taxes payable. Since the DCP
is a non-qualified plan, no distributions are eligible for an IRA rollover or 5-
or 10-year forward averaging. Also, distributions are not subject to any excise
tax or an early distribution penalty.
14. WHO IS OBLIGATED TO PAY PLAN BENEFITS?
ON SEMICONDUCTOR is obligated to pay all Plan benefits. Participants and their
beneficiaries have no interest in or rights to any Plan or Company assets to
cover DCP benefit liabilities.
15. MAY I CHANGE MY BENEFICIARY?
Yes, you may change your designated beneficiary (ies) at any time by filing a
new Beneficiary Designation Form. Please contact ON SEMICONDUCTOR'S Compensation
Manager to obtain a Form.
16. WHAT EFFECT DO DEFERRALS HAVE ON OTHER COMPANY BENEFITS?
Deferrals under the DCP generally will not impact your other Company benefit
programs.
17. MUST I BE INSURABLE TO PARTICIPATE IN THE DCP?
No, your insurability does not affect your eligibility or benefits under the
DCP. In the future, the Company may ask you to participate in an insurance
program to informally fund Plan benefit liabilities, but your health status will
have no impact on your Plan benefits.
18. COULD THE DCP BE AMENDED OR TERMINATED?
Yes, the Company reserves the right to amend or terminate the DCP at any time.
In the event of Plan termination, Account balances (you are 100% vested) will
generally be paid in a lump sum. All Plan distributions are reportable as
taxable income.
19. WHEN WILL THE FIRST DEDUCTIONS COME OUT OF MY PAYCHECK?
During the first year, 2000, deductions will begin as soon as administratively
feasible.
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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
PURPOSE OF THE PLAN
The purpose of the OnSemiconductor Deferred Compensation Plan ("DCP") is to
provide OnSemiconductor executives an opportunity to accumulate and manage a
portion of her/his compensation on a tax-deferred basis.
The program includes several important features:
- - The opportunity to defer up to 25% of base compensation and up to 100%
of annual incentive compensation up to a maximum of $250,000 per year;
- - Several pay-out options, including a "planned" pay-out option to help
participants save for college costs or other shorter-term savings
needs.
- - Gains or losses are tracked against certain outside investment
instruments prescribed under the plan.
The DCP is an unfunded plan under the Employee Retirement Income Security Act
and is maintained primarily for the purpose of providing the opportunity to
defer compensation for a select group of management or highly compensated
employees.
PARTICIPATION
You are eligible to participate in this program if you are a full-time regular
employee on the U.S. payroll, are in an exempt position at a grade level of E-14
or above, and have a base salary of $125,000 or more.
Participation in the DCP is voluntary. Should you choose to participate, the
Company's obligation to you is the same as its obligation to an unsecured
general creditor.
DEFINITIONS
ACCOUNT BALANCE: The value of all DCP Accounts. Balances may be communicated to
participants quarterly.
ADMINISTRATOR: The Executive Council shall from time to time name a Deferred
Compensation Plan Administrative Committee that will serve as the administrator.
DEFERRED COMPENSATION PROGRAM ("DCP"): A program that allows participants to
defer pre-tax compensation and accumulate tax-deferred earnings. This program is
not qualified under section 401(a) of the Internal Revenue Code.
HARDSHIP WITHDRAWAL: A distribution from the DCP because of a Participant's
unforeseen financial hardship, as determined by the Plan Administrator.
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IN-SERVICE DISTRIBUTION: A distribution made in a specified year, which may be
made before retirement or termination. Such distributions must be deferred for a
minimum of four full calendar years and must be elected at the same time as the
decision to defer. (For instance, if a participant plans to pay college expenses
for a child at a certain date, such date to begin receiving the distribution
must be declared at the time of the decision to defer.)
DCP ACCOUNT: An accounting record, maintained for each participant, valued in
accordance with any gains or losses on the deferred amounts in the DCP Account.
Account balances may be reported to Participants on a quarterly basis.
PARTICIPANT: An eligible employee with a DCP Account.
RETIREMENT AGE: Age 55 or later.
HOW THE PROGRAM WORKS
You may elect to defer up to 25% of base compensation and up to 100% of annual
incentive compensation up to a maximum of $250,000, per year. Each year you will
have the opportunity to decide what compensation you wish to defer.
Amounts deferred are not subject to taxes at the time of deferral. While
deferrals into the DCP are not subject to federal income taxes, they are,
however, subject to FICA/Social Security withholding: For the old-age insurance
portion of Social Security (i.e., pension benefits), deferrals into the DCP are
not subject to withholding if your annual, taxable compensation is greater than
the Wage Base $76,200 for 2000 (Wage Base for 2001 not yet available).
For the Health Insurance portion of Social Security (i.e., Medicare), there is
no "cap" on compensation for withholding tax purposes, and all deferrals into
the DCP are subject to Withholding (the payroll/withholding tax rate is 1.45% of
amounts deferred). Your contribution to the DCP will be credited to a DCP
Account in your name.
It is anticipated that investment options will track such investment instruments
as the S&P 500, the Prime Rate, and Lehman Brothers Aggregate Bond Index Fund.
The value of the DCP account is not protected against loss.
Your DCP Account will accumulate on a tax-deferred basis, and will be
distributed at:
- - a planned withdrawal;
- - retirement;
- - termination;
- - hardship withdrawal; or
- - death
YOUR CONTRIBUTIONS
- - Annual Compensation: You may defer up to 25% of base compensation and
up to 100% of annual incentive compensation up to a maximum of
$250,000. During the first year, 2000, payroll deductions will begin as
soon as administratively feasible.
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THE VALUE OF THE DCP ACCOUNT IS NOT PROTECTED AGAINST LOSS.
ACCOUNT BALANCE REPORTING
You will receive periodic account balance statements. This statement will
contain information regarding your account balance including any gains or loses
during the period.
WHEN YOU MUST ENROLL
You must make your elections for deferrals before December 31 in each calendar
year for the plan year beginning a year from the following January (for example,
before December 31, 2002 for plan year beginning January 1, 2004). IN THE FIRST
PLAN YEAR, YOU MAY MAKE THE ELECTIONS BEFORE DECEMBER 31, 1999 FOR THE PLAN YEAR
BEGINNING JANUARY 1, 2000, and BEFORE JANUARY 31, 2000 FOR THE PLAN YEAR
BEGINNING JANUARY 1, 2001.
DISTRIBUTION ELECTIONS
SALARY AND ANNUAL INCENTIVE ELECTION
If you elect to defer Annual Compensation amounts, you must elect when you want
that year's deferred amount (net of related gains or losses) distributed to you.
DISTRIBUTION OF YOUR ACCOUNT
DISTRIBUTION CHOICES
The following distribution options are available for your contributions:
- - planned distributions,
- - retirement,
- - termination, or
- - hardship withdrawal.
If your Account Balance is less than $100,000 at the time of valuation for
distribution, it will be paid in a lump sum.
PLANNED DISTRIBUTIONS
You may receive a distribution prior to retirement or termination only if you
have made a Planned Distribution Election at the time you made the deferral
election. The deferral period for a Planned Distribution must be at least four
full calendar years, and the distribution may be received over a maximum of five
annual installments. If you select a Planned Distribution, it is irrevocable.
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For example:
If you deferred $10,000 for calendar year 2001, you can receive the $10,000, net
of related gains or losses, from your account in calendar year 2004 in up to
five installments during that year. You must have selected this payment option
when you deferred the compensation in 2000. If you select a Planned Distribution
it is irrevocable.
RETIREMENT DISTRIBUTIONS
You may receive your retirement distribution in:
- - One Lump Sum; or
- - Over 15 Years, in annual installments up to the age of 70.
TERMINATION
If you terminate your employment before age 55, you will receive your total
account balance in a lump sum payment. If you have elected In-service
distributions and your employment terminates prior to age 55, any remaining
amounts due you will be paid out in a lump sum.
If your employment is terminated as a result of a reduction in force or
elimination of your current position, the payment option you selected in the
event of Retirement will be honored.
HARDSHIP WITHDRAWAL
The Administrator may waive or modify any deferral commitment upon finding that
a participant has suffered a severe, unforeseen financial hardship.
The Administrator may authorize a distribution from a Participant's Account
balance in order to relieve such financial hardship when the Participant does
not have funds reasonably available from other sources. The amount of the
hardship distribution is limited to the amount needed to meet the hardship.
DEATH BENEFITS
If you should die, either before or after your retirement or termination of
employment, your entire Account Balance will be paid as follows:
- - If your beneficiary is your spouse and you filed a distribution
election in the event of death, payments will be made in accordance
with that election.
- - If your beneficiary is your spouse and you did not file a distribution
election in the event of death, payments will be made in accordance
with your retirement distribution election.
- - If your beneficiary is not your spouse, payment will be made in one
lump sum.
14
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DISABILITY
If you become permanently and totally disabled and are eligible for Long-Term
Disability benefits, your Account distribution will be made as if you had
retired as of the date you become eligible for Long-Term Disability benefits.
FAILURE TO MAKE A VALID ELECTION
If you retire or die without having made a valid election prior to such event,
your account balance will be paid in a lump sum payment.
OTHER PROVISIONS
FICA
FICA TAXES (MEDICARE AND SOCIAL SECURITY) MUST BE PAID IN THE YEAR OF DEFERRAL
ON ANY DEFERRED COMPENSATION. DEDUCTIONS FOR FICA TAXES MUST BE TAKEN FROM YOUR
REGULAR UNDEFERRED CASH COMPENSATION.
PLAN INTERPRETATION
The Administrator has the authority and responsibility to interpret and construe
the DCP and to decide all questions arising thereunder, including without
limitation, questions of eligibility for participation, eligibility for
benefits, DCP Account balances and timing of the distribution thereof, and has
the authority to deviate from the literal terms of the DCP to the extent the
Administrator determines necessary or appropriate to operate the DCP in
compliance with the provisions of the applicable laws.
CHANGE IN CONTROL
A "Change in Control" means the merger or consolidation of the Company with or
into another corporation as the result of which the Company is not the
continuing or surviving corporation; the sale or other disposition of all or
substantially all of the assets of the Company (including the exchange of such
assets for the securities of another corporation); the acquisition by another
person of 80% or more of the Company's then outstanding shares of voting stock
or the recapitalization, reclassification, liquidation, or dissolution of the
Company; or other transaction involving the Company pursuant to which the common
stock of the Company would be converted into cash, securities or other property.
Subsequent to a Change in Control, the Company shall pay over and deliver to the
trustee (if the Company has established a trust for this Plan prior to the
Change in Control) or to each Participant an amount equal to the value of
15
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
each Participant's DCP Accounts within 30 days after the end of the calendar
quarter in which the Change in Control occurs.
CLAIM PROCEDURES
ON Semiconductor and participant agree that they shall attempt to settle any
claim or controversy arising out of this DCP arrangement through consultation
and negotiation in the spirit of mutual friendship and cooperation. If any such
attempt shall fail, then the dispute shall first be submitted to a mutually
acceptable neutral advisor for initial fact finding and mediation. Neither party
shall unreasonably withhold acceptance of such an advisor, and selection of such
an advisor shall be made within forth-five (45) days after written notice by
either party for such fact finding and mediation. The cost of such fact-finding
and mediation, and of any other subsequent alternative dispute resolution agreed
upon by the parties, shall be shared equally by ON Semiconductor and the
participant. Any dispute which the parties cannot so resolve between themselves
in good faith within six (6) months of the date of the initial demand by either
party for such fact finding shall be finally determined by a court within the
state of Arizona.
CONDITION OF PAYMENT
A participant who is discharged for gross misconduct forfeits his/her right to
receive any gains received on the DCP Account and assumes responsibility for any
associated losses. Payment will be made to such Participant in a Lump Sum.
VALUE FLUCTUATION
As with other investment programs, the Deferred Compensation Program is subject
to the same fluctuations that exist in other financial investment programs.
16
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
- --------------------------------------------------------------------------------
ENROLLMENT INSTRUCTIONS
Forms for enrollment in the DCP are in this packet.
1) DEFERRAL COMMITMENT
WHO SHOULD COMPLETE All employees eligible to participate in the
DCP.
DESCRIPTION This form is used to specify how much you
would like to defer--or to decline
participation in the Plan.
INSTRUCTIONS Election to Defer: Specify how much of your
salary or bonus compensation you would like
to defer (a percent or dollar amount), and
indicate how you would like your deferrals
allocated. During the first year, 2000,
payroll deductions will begin as soon as
administratively feasible.
Should you choose not to defer: You must
initial in the space provided, to confirm
your election not to participate in the Plan,
and sign and date the Deferral Agreement at
the bottom on the last page.
IF YOU WISH TO PARTICIPATE IN 2000, PLEASE
RETURN COMPLETED FORMS BY DECEMBER 31, 1999
TO HUMAN RESOURCES' COMPENSATION MANAGER IN
THE ENVELOPE PROVIDED. IF YOU WISH TO
PARTICIPATE IN 2001, PLEASE RETURN COMPLETED
FORMS BY JANUARY 31, 2000.
2) DISTRIBUTION ELECTION
WHO SHOULD COMPLETE All employees eligible to participate in the
DCP.
DESCRIPTION This form is used to specify how you would
like your Account balances to be distributed.
INSTRUCTIONS For you to allocate deferrals, specify the
benefit commencement date and distribution
option (lump sum or annual installments), as
applicable. For instance, if you plan to use
some of your deferrals in a specific year (as
a child enters college, for instance) be sure
to indicate the year you wish to begin
receiving payments.
17
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Remember:
If your beneficiary is your spouse and you
filed a distribution election in the event of
death, payments will be made in accordance
with that election. If your beneficiary is
your spouse and you did not file a
distribution election in the event of death,
payments will be made in accordance with your
retirement distribution election. If your
beneficiary is not your spouse, payment will
be made in one lump sum.
Please sign, date, include your Social
Security Number, and return by December 31,
1999 to Human Resources' Compensation Manager
using the enclosed envelop.
3) ALLOCATION FORM
WHO SHOULD COMPLETE All eligible employees who elect to defer
compensation into the DCP.
DESCRIPTION This form is used to specify how you wish to
allocate your deferrals among the optional
Valuation Funds which are used to determine
the investment gains or losses that will be
credited to your DCP Account balances.
INSTRUCTIONS Please note that your allocations can only be
made in whole percentages, and must add to
100%.
Please sign, date, include your Social
Security Number, and return by December 31,
1999 to Human Resources' Compensation Manager
using the enclosed envelope.
4) BENEFICIARY DESIGNATION
WHO SHOULD COMPLETE All eligible employees who elect to defer
compensation into the DCP.
DESCRIPTION This form is used to specify your beneficiary
designation in the event of your death while
you have an Account balance in the DCP.
18
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DEFERRAL COMMITMENT
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO DEFER COMPENSATION AS SET FORTH BELOW IN ACCORDANCE WITH AND
SUBJECT TO ALL PROVISIONS OF THE PLAN. THE EMPLOYER AGREES TO TREAT THE
COMPENSATION DEFERRAL ACCORDING TO THE TERMS AND CONDITIONS OF THE PLAN AND THIS
COMMITMENT.
- --------------------------------------------------------------------------------
ELECTION TO DEFER (PLEASE INDICATE THE TYPE AND AMOUNT OF COMPENSATION YOU WISH
TO DEFER.)
SALARY DEFERRAL
_____% OR $_________ OF MY ANNUAL BASE SALARY PAYABLE TO ME DURING _______(STATE
YEAR). SUCH AMOUNTS WILL BE WITHHELD FROM MY PAYCHECKS IN ROUGHLY EQUAL AMOUNTS
OVER THE YEAR AND WILL BE ALLOCATED TO THE FOLLOWING ACCOUNTS (YOU MAY SELECT
ANY COMBINATION YOU WISH BUT THE ALLOCATIONS MUST BE IN WHOLE PERCENTAGES AND
ADD TO 100%). DURING THE FIRST YEAR, 2000, PAYROLL DEDUCTIONS WILL BEGIN AS SOON
AS ADMINISTRATIVELY FEASIBLE.
BONUS DEFERRAL
_____% OR $_________ OF MY ANNUAL BONUS AND/OR ANNUAL INCENTIVE COMPENSATION
PAYABLE TO ME DURING ________(STATE YEAR). SUCH AMOUNTS WILL BE WITHHELD AT THE
TIME THE BONUS AND/OR ANNUAL INCENTIVE COMPENSATION WOULD HAVE BEEN PAYABLE TO
ME AND ALLOCATED TO MY ACCOUNTS.
SHOULD YOU CHOOSE NOT TO DEFER: PLEASE INDICATE YOUR CHOICE NOT TO PARTICIPATE
IN THE PLAN BY INITIALING THIS FORM HERE [____________] AND SIGN AND DATE BELOW.
- --------------------------------------------------------------------------------
I acknowledge that the amount of my deferral will be credited to a bookkeeping
Account, and that I will be an unsecured general creditor of the Company to the
extent of the value of my Plan Account(s). I understand that my total deferral
for any one calendar year cannot exceed $250,000, and that any amounts deferred
in excess of $250,000 will be returned to me as if I had not made such a
deferral.
By my signature, I acknowledge that I have received a copy of the Plan document
(or have had one made available to me), and I understand that all provisions of
the Plan are incorporated by reference in this Deferral Commitment, including
but not limited to the ability of the Employer to terminate this Plan in its
sole discretion.
- ----------------------------------- -------------------------
Name (print) Social Security Number
- ----------------------------------- -------------------------
Signature Date
19
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
ALLOCATION FORM
(investment election)
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
I HEREBY REQUEST THAT MY FUTURE DEFERRALS TO PLAN ACCOUNTS BE DEEMED TO BE
ALLOCATED AMONG THE VALUATION FUNDS AS I HAVE INDICATED BELOW. I UNDERSTAND THAT
THE VALUATION FUNDS WILL BE USED SOLELY TO DETERMINE THE INVESTMENT GAINS OR
LOSSES THAT WILL BE RECORDED IN MY PLAN ACCOUNTS. I FURTHER UNDERSTAND THAT I AM
AN UNSECURED, GENERAL CREDITOR OF THE COMPANY TO THE EXTENT OF THE VALUE OF MY
PLAN ACCOUNTS AND THAT I HAVE NO RIGHTS TO ANY SPECIFIC ASSETS OF THE PLAN OR
THE COMPANY.
PLEASE NOTE THAT YOUR ALLOCATIONS CAN ONLY BE MADE IN WHOLE PERCENTAGES AND MUST
ADD TO 100% FOR YOUR ACCOUNTS.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
VALUATION FUNDS PLAN ACCOUNTS
--------------- -------------
- ---------------------------------------------- ---------------------------------
<S> <C>
S & P 500
- ---------------------------------------------- ---------------------------------
Prime Rate
- ---------------------------------------------- ---------------------------------
Lehman Brothers Aggregate Bond Index Fund
- ---------------------------------------------- ---------------------------------
TOTALS 100%
PARTICIPANT:
Name (Print) __________________________
Signature: ____________________________
Social Security Number: _______________
Date: _________________________________
- --------------------------------------------------------------------------------
</TABLE>
20
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DISTRIBUTION ELECTION
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO HAVE MY ACCOUNT BALANCE(S) DISTRIBUTED AS I HAVE INDICATED
BELOW.
1. DISTRIBUTION ELECTION (PLEASE INDICATE RETIREMENT OR IN-SERVICE OR BOTH AS
APPROPRIATE.)This Distribution Election will remain in effect for the payment of
existing Account balances unless a NEW Distribution Election Form is submitted,
signed and dated more than 12 months prior to the effective payment date for
which you wish to make a change.
RETIREMENT (Please select the FORM of payment)
TIMING: PAYMENT(S) COMMENCE AUTOMATICALLY IN JANUARY FOLLOWING YOUR RETIREMENT.
FORM: _____ LUMP SUM, OR
_____ ANNUAL INSTALLMENTS OVER ______ YEARS (MAXIMUM OF 15 YEARS OR AGE
70).
IN-SERVICE (Please select the TIME and FORM of payment)
TIMING: PAYMENT(S) COMMENCE ON ______________ (SPECIFY MONTH AND YEAR DATE)
FORM: _____ LUMP SUM, OR
_____ ANNUAL INSTALLMENTS OVER ______ YEARS (MUST BE OVER AT LEAST
FOUR (4) FULL CALENDER YEARS WITH A MAXIMUM OF 10 YEARS; A
MAXIMUM OF 5 INSTALLMENTS ANNUALLY).
2. IN THE EVENT OF DEATH (PLEASE INDICATE THE DISTRIBUTION IN THE EVENT OF
DEATH.) In the event of my death during active employment or during retirement,
but before my Account balances have been paid out in full, I hereby elect to
have any remaining balances from all Accounts paid in the following manner:
_____ LUMP SUM TO SPOUSE BENEFICIARY, OR
_____ ANNUAL INSTALLMENTS OVER ______ YEARS TO SPOUSE BENEFICIARY (MAXIMUM OF 10
OR UNTIL AGE 70 OF SPOUSE BENEFICIARY).
IF YOUR BENEFICIARY IS NOT YOUR SPOUSE, PAYMENT WILL BE MADE IN ONE LUMP SUM.
- ----------------------------------- -------------------------
Name (print) Social Security Number
- ----------------------------------- -------------------------
Signature Date
21
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
BENEFICIARY DESIGNATION
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
I hereby designate the following as my designated beneficiary(ies) of my Account
balance(s) in the Deferred Compensation Plan and revoke any prior beneficiary
designations.
Please be sure to specify the relationship of each beneficiary and the
percentage of the total distribution each beneficiary is to receive. Please note
that benefit payments shall be made in accordance with your distribution
election in the Deferral Commitment.
PRIMARY BENEFICIARY(IES):
Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________
Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________
CONTINGENT BENEFICIARY(IES):
Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________
(Use additional forms if more beneficiaries are to be listed.)
PARTICIPANT:
Name (Print) _______________________________
Signature: _________________________________
Social Security Number: ____________________
Date: ______________________________________
22
- --------------------------------------------------------------------------------
<PAGE>
DEFERRAL COMMITMENT
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO DEFER COMPENSATION AS SET FORTH BELOW IN ACCORDANCE WITH AND
SUBJECT TO ALL PROVISIONS OF THE PLAN. THE EMPLOYER AGREES TO TREAT THE
COMPENSATION DEFERRAL ACCORDING TO THE TERMS AND CONDITIONS OF THE PLAN AND THIS
COMMITMENT.
- --------------------------------------------------------------------------------
ELECTION TO DEFER (PLEASE INDICATE THE TYPE AND AMOUNT OF COMPENSATION YOU WISH
TO DEFER.)
SALARY DEFERRAL
_____% OR $_________ OF MY ANNUAL BASE SALARY PAYABLE TO ME DURING _______(STATE
YEAR). SUCH AMOUNTS WILL BE WITHHELD FROM MY PAYCHECKS IN ROUGHLY EQUAL AMOUNTS
OVER THE YEAR AND WILL BE ALLOCATED TO THE FOLLOWING ACCOUNTS (YOU MAY SELECT
ANY COMBINATION YOU WISH BUT THE ALLOCATIONS MUST BE IN WHOLE PERCENTAGES AND
ADD TO 100%). DURING THE FIRST YEAR, 2000, PAYROLL DEDUCTIONS WILL BEGIN AS SOON
AS ADMINISTRATIVELY FEASIBLE.
BONUS DEFERRAL
_____% OR $_________ OF MY ANNUAL BONUS AND/OR ANNUAL INCENTIVE COMPENSATION
PAYABLE TO ME DURING ________(STATE YEAR) . SUCH AMOUNTS WILL BE WITHHELD AT THE
TIME THE BONUS AND/OR ANNUAL INCENTIVE COMPENSATION WOULD HAVE BEEN PAYABLE TO
ME AND ALLOCATED TO MY ACCOUNTS.
SHOULD YOU CHOOSE NOT TO DEFER: PLEASE INDICATE YOUR CHOICE NOT TO PARTICIPATE
IN THE PLAN BY INITIALING THIS FORM HERE [____________] AND SIGN AND DATE BELOW.
- --------------------------------------------------------------------------------
I acknowledge that the amount of my deferral will be credited to a bookkeeping
Account, and that I will be an unsecured general creditor of the Company to the
extent of the value of my Plan Account(s). I understand that my total deferral
for any one calendar year cannot exceed $250,000, and that any amounts deferred
in excess of $250,000 will be returned to me as if I had not made such a
deferral.
By my signature, I acknowledge that I have received a copy of the Plan document
(or have had one made available to me), and I understand that all provisions of
the Plan are incorporated by reference in this Deferral Commitment, including
but not limited to the ability of the Employer to terminate this Plan in its
sole discretion.
- ----------------------------------- -------------------------
Name (print) Social Security Number
- ----------------------------------- -------------------------
Signature Date
23
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 12.1
SEMICONDUCTOR COMPONENTS GROUP OF
MOTOROLA, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(AMOUNT IN MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED JANUARY 1, 1999 AUGUST 4, 1999
DECEMBER 31, SEPTEMBER 26, THROUGH THROUGH
1998(A) 1998(A) AUGUST 3, 1999 OCTOBER 2, 1999
------- ------- -------------- ---------------
<S> <C> <C> <C> <C>
Revenues less direct and
allocated expenses before
taxes before adjustments for
income or loss from equity
investments................... -- -- $102.5 $16.9
====== =====
Fixed charges:
Interest expense and interest
capitalized on all
indebtedness.................. -- -- 7.3 23.0
Appropriate portion ( 1/3) of
rentals....................... -- -- 1.3 0.9
------ -----
Total fixed charges............. -- -- $ 8.6 $23.9
====== =====
Revenues less direct and
allocated expenses before
taxes before adjustments for
income or loss from equity
investments and fixed
charges....................... -- -- $111.1 $40.8
====== =====
Ratio of earnings to fixed
charges....................... -- -- 12.9 1.7
====== =====
</TABLE>
- ------------------------
(A) Due to the registrant's loss for the year ended December 31, 1998, and the
nine months ended September 26, 1998, the ratio coverage was less than 1:1.
As such, the ratio of earnings to fixed charges has not been calculated for
the respective periods. The deficiency for fiscal year 1998 and the nine
months ended September 26, 1998 of $144.7 million and $160.5 million,
respectively, is primarily due to the charge recorded in June 1998 to cover
one-time costs of Motorola's portion of the registrant's recent cost
restructuring.
<PAGE>
COMPUTATION OF PRO FORMA RATIO OF EARNINGS
TO FIXED CHARGES AFTER ADJUSTMENT FOR THE RECAPITALIZATION
AND THE RELATED TRANSACTIONS
(AMOUNTS IN MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, OCTOBER 2,
1998(C) 1999
------- ----
<S> <C> <C>
Pro forma revenues less direct and allocated expenses before
taxes before adjustments for minority interests in
consolidated subsidiaries or income or loss from equity
investments and fixed charges (B)......................... -- $ 59.0
======
Fixed charges, as above..................................... -- 32.5
Adjustments:
Net increase in interest expense and interest capitalized
on all indebtedness and the appropriate portion ( 1/3) of
all rentals to reflect the consolidation of the joint
ventures.................................................. -- 2.6
Estimated net increase in the interest expense from
refinancing............................................... -- 67.6
------
Total pro forma fixed charges............................... -- 102.7
======
Pro forma ratio of earnings to fixed charges................ -- 1.6
======
</TABLE>
- ------------------------
(B) Pro forma revenues less direct and allocated expenses before taxes before
adjustments for minority interests in consolidated subsidiaries or income or
loss from equity investments reflects the pro forma adjustments to exclude
Opto sales, to consolidate the joint ventures, to record foundry sales and
to record the recapitalization and related transactions detailed in the
notes to the unaudited pro forma statements of revenues less direct and
allocated expenses before taxes.
(C) Due to the registrant's pro forma loss for the year ended December 31, 1998,
the pro forma ratio coverage was less than 1:1. As such, the pro forma ratio
of earnings to fixed charges has not been calculated for the period. The pro
forma deficiency for fiscal year 1998 of $206.4 million is primarily due to
the charge recorded in June 1998 to cover one-time costs of Motorola's
portion of the registrant's recent cost restructuring.
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES OF SCG HOLDING CORPORATION
<TABLE>
<CAPTION>
<S> <C>
LEGAL NAME PLACE OF INCORPORATION
DOMESTIC COMPANIES:
Semiconductor Components Industries, LLC--doing Delaware
business as ON Semiconductor
SCG International Development LLC Delaware
Semiconductor Components Industries Puerto Rico, Inc. Delaware
SCG (China) Holding Corporation Delaware
SCG (Malaysia SMP) Holding Corporation Delaware
SCG (Czech) Holding Corporation Delaware
FOREIGN COMPANIES:
AMERICAS
SCG do Brasil Ltda. Brazil
SCG Canada Limited Canada
SCG Mexico, S.A. de C.V. Mexico
EUROPE
SCG Czech Design Center s.r.o. Czech Republic
SCG Holding (Netherlands), B.V. Netherlands
SCG Investments EURL France
SCG France S.A.S. France
Semiconductor Components Industries Germany GmbH Germany
SCG Italy s.r.l. Italy
SCGS AB Sweden
Semiconductor Components Industries UK Limited United Kingdom
Slovakia Electronics Industries, a.s. Slovakia
ASIA
SCG Hong Kong SAR Limited Hong Kong
SCG India Private Ltd. India
SCG Japan Ltd. Japan
SCG Korea Limited Korea
SCG Malaysia Holdings Sendirian Berhad Malaysia
SCG Asia Capital PTE Ltd. Malaysia
SCG Industries Malaysia Sdn Bnd Malaysia
SCG Philippines Inc. Philippines
Semiconductor Components Industries Singapore Ptc. Singapore
Ltd.
Semiconductor Components Industries (Thailand) Limited Thailand
</TABLE>
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the use of our report included herein on the combined balance
sheets of the Semiconductor Components Group of Motorola, Inc. as of
December 31, 1997 and 1998 and the combined statements of revenues less direct
and allocated expenses before taxes for each of the years in the three-year
period ended December 31, 1998 and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG LLP
Phoenix, Arizona
January 10, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001097864
<NAME> SCG Holding Corporation
<MULTIPLIER> 1,000,000,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 7-MOS 2-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999 AUG-04-1999
<PERIOD-END> DEC-31-1998 AUG-03-1999 OCT-02-1999
<CASH> 0 0 107
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 207
<ALLOWANCES> 0 0 0
<INVENTORY> 202 0 211
<CURRENT-ASSETS> 211 0 551
<PP&E> 1611 0 1615
<DEPRECIATION> 1099 0 1004
<TOTAL-ASSETS> 777 0 1513
<CURRENT-LIABILITIES> 91 0 246
<BONDS> 0 0 1293
0 0 213
0 0 0
<COMMON> 0 0 2
<OTHER-SE> 681 0 (287)
<TOTAL-LIABILITY-AND-EQUITY> 777 0 1513
<SALES> 1493 894 329
<TOTAL-REVENUES> 1493 894 329
<CGS> 1069 627 241
<TOTAL-COSTS> 1620 785 289
<OTHER-EXPENSES> 10 5 22
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 18 8 23
<INCOME-PRETAX> (136) 105 18
<INCOME-TAX> 0 0 15
<INCOME-CONTINUING> (136) 105 3
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (136) 105 3
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
<PAGE>
LETTER OF TRANSMITTAL
SCG HOLDING CORPORATION
AND SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
OFFER TO EXCHANGE THEIR
12% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
Pursuant to the Prospectus dated [ ], 2000.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON [ ], 2000 UNLESS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON [ ], 2000
UNLESS PREVIOUSLY ACCEPTED.
DELIVERY TO: STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
BY MAIL: BY OVERNIGHT MAIL OR COURIER:
Corporate Trust Department Corporate Trust Window,
P.O. Box 778 2 Avenue de Lafayette, Fifth Floor
Boston, Massachusetts 02102 Boston, Massachusetts 02111
ATTENTION: Mackenzie Elijah ATTENTION: Mackenzie Elijah
BY HAND IN NEW YORK BY HAND IN BOSTON
BETWEEN [ ] A.M. AND 5:00 P.M.: BETWEEN [ ] A.M. AND 5:00 P.M.:
61 Broadway Corporate Trust Window,
15th Floor 2 Avenue de Lafayette, Fifth Floor
Corporate Trust Window Boston, Massachusetts 02111
New York, NY 10006 ATTENTION: Mackenzie Elijah
FOR INFORMATION CALL:
(617) 662-1525
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
<PAGE>
The undersigned acknowledges receipt of the Prospectus
dated [ ], 2000 (the "Prospectus") of SCG Holding Corporation and
Semiconductor Components Industries, LLC, each a Delaware Corporation
(together, the "Issuers"), and this Letter of Transmittal (this "Letter").
The Prospectus and this Letter together constitute the offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $400,000,000 of
the Issuers' 12% Senior Subordinated Notes due 2009, which have been
registered under the Securities Act of 1933, as amended (the "New Notes"),
for an equal principal amount of the Issuers' outstanding 12% Senior
Subordinated Notes due 2009 (the "Old Notes"). State Street Bank and Trust
Company is the exchange agent (the "Exchange Agent") for the Exchange Offer.
For each Old Note accepted for exchange, the holder of such
Old Note will receive a New Note having a principal amount at maturity equal
to that of the surrendered Old Note. The New Notes will accrue interest at
12% per annum from August 4, 1999, the date of issue of the Old Notes, or the
last date on which interest was paid on the Old Notes surrendered in exchange
therefor. Interest on the New Notes is payable on February 1 and August 1 of
each year commencing on [ ], 2000, subject to the Indenture dated
as of August 4, 1999 among the Issuers, certain of their subsidiaries (the
"Guarantors") and State Street Bank and Trust Company, as Trustee.
Capitalized terms used herein but not defined herein have the meaning set
forth in the Exchange Offer and Registration Rights Agreement (the "Exchange
Offer and Registration Rights Agreement") dated as of August 4, 1999 among
the Issuers, the Guarantors and the initial purchasers of the Old Notes.
The Issuers will be jointly and severally liable to pay
liquidated damages to each holder of Transfer Restricted Securities (as defined
in the Exchange Offer and Registration Rights Agreement), during the period of
one or more Registration Defaults (as defined below) in an amount equal to
$0.192 per week per $1,000 principal amount of Transfer Restricted Securities
held by such holder. Following the cure of all Registration Defaults, the
accrual of liquidated damages will cease. Each of the following is a
"Registration Default":
- the applicable Registration Statement is not filed
with the Commission on or prior to 120 days after the
Issue Date;
- the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is
not declared effective within 180 days after the
Issue Date;
- the Exchange Offer is not consummated within 210 days
after the Issue Date; or
- the Shelf Registration Statement is filed and
declared effective within 180 days after the Issue
Date (or in the case of a Shelf Registration
Statement to be filed in response to any change in
law or applicable interpretations thereof, within 60
days after the publication of the change in law or
interpretation) but shall thereafter cease to be
effective (at any time that the Issuers and the Note
Guarantors are obligated to maintain the
effectiveness thereof) without being succeeded within
30 days by an additional Registration Statement filed
and declared effective.
The Issuers and the Guarantors reserve their rights to delay
acceptance of any Old Notes, extend the Exchange Offer or terminate the Exchange
Offer and not permit acceptance of
2
<PAGE>
Old Notes not previously accepted if any of the conditions set forth in "The
Exchange Offer--Conditions" section of the Prospectus shall have occurred and
shall not have been waived by the Issuers and the Guarantors, by giving written
notice of such delay, extension or termination to the Exchange Agent and to
amend the terms of the Exchange Offer in any manner they deem to be advantageous
to the holders of the Old Notes.
Any such delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by written notice thereof
to the Exchange Agent. If the Exchange Offer is amended in a manner determined
by the Issuers to constitute a material change, the Issuers will promptly
disclose such amendment in a manner reasonably calculated to inform the holders
of the Old Notes of such amendment.
This Letter is to be completed by a holder of Old Notes if Old
Notes are to be forwarded herewith or if a tender of Old Notes, if available, is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company ("DTC") pursuant to the procedures set
forth in "The Exchange Offer" section of the Prospectus. Holders of Old Notes
whose certificates are not immediately available, or who are unable to deliver
their certificates or confirmation of the book-entry tender of their Old Notes
into the Exchange Agent's account at DTC and all other documents required by
this Letter to the Exchange Agent on or prior to the expiration of the Exchange
Offer, must tender their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1 of this Letter. Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and
signed this Letter to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Old Notes should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>
DESCRIPTION OF OLD NOTES 1 2 3
- -----------------------------------------------------------------------------------------------------------------
Aggregate
Name(s) and Address(es) of Registered Certificate Principal Amount Principal Amount
Holder(s) Number(s)* of Old Note(s) Tendered**
(Please fill in, if blank)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to
have tendered ALL of the Old Notes represented by the Old Notes
indicated in column 2. See Instruction 2. Old Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
3
<PAGE>
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_________________________________________
Account Number_________________ Transaction Code Number_______________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_______________________________________
Window Ticket Number (if any)_________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution which guaranteed delivery_________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number_________________ Transaction Code Number_______________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:_________________________________________________________________
Address:______________________________________________________________
______________________________________________________________________
4
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Issuers the aggregate principal
amount of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Issuers all right,
title and interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Old Notes tendered hereby and that the Issuers will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the same
are accepted by the Issuers. The undersigned hereby further represents that
any New Notes acquired in exchange for Old Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Notes, whether or not such person is the undersigned, that neither the
holder of such Old Notes nor any such other person is engaged in, or intends
to engage in, a distribution of such New Notes, or has an arrangement or
understanding with any person to participate in the distribution of such New
Notes, and that neither the holder of such Old Notes nor any such other
person is an "affiliate," as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), of the Issuers.
The undersigned also acknowledges that this Exchange Offer is
being made based upon the Issuers' and the Guarantors' understanding of an
interpretation by the staff of the Securities and Exchange Commission (the
"Commission") as set forth in no-action letters issued to third parties,
including EXXON CAPITAL HOLDINGS CORPORATION, SEC No-Action Letter (available
May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter
(available June 5, 1991) and SHEARMAN & STERLING, SEC No-Action Letter
(available July 2, 1993), that the New Notes issued in exchange for the Old
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by each holder thereof (other than a broker-dealer who
acquires such New Notes directly from the Issuers for resale pursuant to Rule
144A under the Securities Act or any other available exemption under the
Securities Act or any such holder that is an "affiliate" of the Issuers within
the meaning of Rule 405 under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such New Notes are acquired in the ordinary course of such holder's
business and such holder is not engaged in, and does not intend to engage in, a
distribution of such New Notes and has no arrangement with any person to
participate in the distribution of such New Notes. If a holder of Old Notes is
engaged in or intends to engage in a distribution of the New Notes or has any
arrangement or understanding with respect to the distribution of the New Notes
to be acquired pursuant to the Exchange Offer, such holder may not rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such New Notes;
5
<PAGE>
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuers to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at DTC. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of Old
Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION
OF OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
<PAGE>
<TABLE>
<CAPTION>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
<S> <C>
To be completed ONLY if certificates for Old To be completed ONLY if certificates for
Notes not exchanged and/or New Notes are to be issued Old Notes not exchanged and/or New Notes are to be
in the name of and sent to someone other than the sent to someone other than the person(s) whose
person(s) whose signature(s) appear(s) on this Letter signature(s) appear(s) on this Letter above or to
above, or if Old Notes delivered by book-entry transfer such person(s) at an address other than shown in the
which are not accepted for exchange are to be returned box entitled "Description of Old Notes" on this
by credit to an account maintained at DTC other than Letter above.
the account indicated above.
Issue New Notes and/or Old Notes to: Mail New Notes and/or Old Notes to:
Name(s):............................................. Name(s):.............................................
(Please Type or Print) (Please Type or Print)
..................................................... .....................................................
(Please Type or Print) (Please Type or Print)
Address:............................................. Address:.............................................
..................................................... .....................................................
(Including Zip Code) (Including Zip Code)
(Complete accompanying Substitute Form W-9)
Credit unexchanged Old Notes delivered by
book-entry transfer to DTC account set
forth below:
.....................................................
</TABLE>
IMPORTANT: THIS LETTER (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
7
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
Dated:........................................................, ................
...............................................................................x
...............................................................................x
(Signature(s) of Owner) (Date)
Area Code and Telephone Number:........................................
If a holder is tendering any Old Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Old Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
Name(s):........................................................................
................................................................................
(Please Type or Print)
Capacity:.......................................................................
Address:........................................................................
................................................................................
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:........................................................
(Authorized Signature)
................................................................................
(Title)
................................................................................
(Name and Firm)
Dated:..........................................................................
8
<PAGE>
INSTRUCTIONS
SCG HOLDING CORPORATION
AND SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THEIR
12% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by holders of Old Notes either
if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for
all physically tendered Old Notes, or a confirmation of book-entry transfer from
DTC ("Book-Entry Confirmation"), as the case may be, as well as a properly
completed and duly executed Letter of Transmittal and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount at maturity of
$1,000 and any integral multiple thereof.
Holders of Old Notes whose certificates for Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal and Notice of Guaranteed Delivery,
substantially in the form provided by the Issuers (by mail or hand delivery),
setting forth the name and address of the holder of Old Notes and the amount of
Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Notes, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Old Notes, in proper form
for transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter, the Old Notes and all
other required documents is at the election and risk of the tendering holders,
but the delivery will be deemed
9
<PAGE>
made only when actually received or confirmed by the Exchange Agent. If Old
Notes are sent by mail, it is suggested that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Exchange Agent prior to
5:00 p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box above entitled
"Description of Old Notes-Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Notes will be sent to such tendering
holder, unless otherwise provided in the appropriate box on this Letter,
promptly after the Expiration Date. All of the Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more
joint owners, all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificates must be
guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered
holder of any certificates specified herein, such certificates must be endorsed
or accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must be
submitted.
10
<PAGE>
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., BY A COMMERCIAL BANK OR TRUST
COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR BY AN
"ELIGIBLE GUARANTOR" INSTITUTION WITHIN THE MEANING OF RULE 17AD-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934 (AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES
ANY PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE
HOLDER OF SUCH OLD NOTES) TENDERED WHO HAS NOT COMPLETED THE BOX ENTITLED
"SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS
LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the
applicable box the name and address to which New Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged
are to be issued or sent if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
DTC as such holder of Old Notes may designate hereon. If no such instructions
are given, such Old Notes not exchanged will be returned to the name or address
of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering
holder whose Old Notes are accepted for exchange must provide the Issuers (as
payors) with such Holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which, in the case of a tendering holder who is an
individual, is his or her social security number. If the Issuers are not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery of New Notes to such tendering holder
may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Old
Notes must provide its correct TIN by completing the "Substitute Form W-9" set
forth below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from
11
<PAGE>
backup withholding, (ii) the holder has not been notified by the Internal
Revenue Service that such holder is subject to a backup withholding as a result
of failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Issuers a completed Form W-8, Certificate of Foreign Status. These forms may be
obtained from the Exchange Agent. If the Old Notes are in more than one name or
are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuers within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuers.
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to
the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Old Notes not exchanged are to be delivered
to, or are to be registered or issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of Old
Notes to the Issuers or its order pursuant to the Exchange Offer, the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT IS NOT NECESSARY
FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
7. WAIVER OF CONDITIONS.
The Issuers and the Guarantors reserve the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders
will be accepted. All tendering holders of Old Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their Old
Notes for exchange.
Neither the Issuers, the Guarantors, the Exchange Agent nor
any other person is obligated to give notice of any defect or irregularity with
respect to any tender of Old Notes nor shall any of them incur any liability for
failure to give any such notice.
12
<PAGE>
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
13
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 5)
PAYORS' NAMES: SCG HOLDING CORPORATION,
SEMICONDUCTOR COMPONENTS INDUSTRIES
<TABLE>
<S> <C> <C>
SUBSTITUTE Part I - PLEASE PROVIDE YOUR TIN:__________________________________
Form W-9 TIN IN THE BOX AT RIGHT AND (Social Security
CERTIFY BY SIGNING AND Number or Employer
DATING BELOW. Identification Number)
---------------------------------------------------------------------------------------
Department of the Part 2 - TIN Applied For / /
Treasury
---------------------------------------------------------------------------------------
Internal Revenue CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I
Service CERTIFY THAT:
Payor's Request For (1) the number shown on this form is my correct
Taxpayer Taxpayer Identification Number (or I am waiting
Identification Number for a number to be issued to me).
("TIN") and
Certification
(2) I am not subject to backup withholding either
because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to
backup withholding, and
(3) any other information provided on this form
is true and correct.
SIGNATURE ___________________ DATE___________
- ----------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
___________________________________ ____________________________
Signature Date
14
<PAGE>
[This Page Intentionally Left Blank]
15
<PAGE>
[This Page Intentionally Left Blank]
16
<PAGE>
NOTICE OF GUARANTEED DELIVERY
SCG HOLDING CORPORATION
AND SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
OFFER TO EXCHANGE THEIR
12% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
This form or one substantially equivalent hereto must be used
to accept the Exchange Offer of SCG Holding Corporation and Semiconductor
Components Industries, LLC (together, the "Issuers") made pursuant to the
Prospectus, dated [ ], 2000 (the "Prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal") if certificates for Old Notes are not
immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Issuers prior to 5:00 P.M., New York City time, on the expiration date
of the Exchange Offer. Such form may be delivered by mail or hand delivery to
State Street Bank and Trust Company (the "Exchange Agent") as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender Old
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal must also be received by the Exchange Agent prior to 5:00 P.M., New
York City time, on the expiration date of the Exchange Offer. Capitalized terms
not defined herein are defined in the Letter of Transmittal.
DELIVERY TO: STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
BY MAIL: BY OVERNIGHT MAIL OR COURIER:
Corporate Trust Department Corporate Trust Window,
P.O. Box 778 2 Avenue de Lafayette, Fifth Floor
Boston, Massachusetts 02102 Boston, Massachusetts 02111
ATTENTION: Mackenzie Elijah ATTENTION: Mackenzie Elijah
BY HAND IN NEW YORK BY HAND IN BOSTON
BETWEEN [ ] A.M. AND 5:00 P.M.: BETWEEN [ ] A.M. AND 5:00 P.M.:
61 Broadway Corporate Trust Window,
15th Floor 2 Avenue de Lafayette, Fifth Floor
Corporate Trust Window Boston, Massachusetts 02111
New York, NY 10006 ATTENTION: Mackenzie Elijah
FOR INFORMATION CALL:
(617) 662-1525
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
1
<PAGE>
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and
the accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedure" section of the Prospectus.
2
<PAGE>
Principal Amount of Old Notes Name(s) of Record Holders(s):
Tendered:
$
- ------------------------------------ ----------------------------------
Certificate Nos. (if available):
----------------------------------
Address(es):
- ------------------------------------
- ------------------------------------
----------------------------------
----------------------------------
If Old Notes will be delivered by book- Area Code and Telephone Number(s):
entry transfer to The Depositary Trust
Company, provide account number.
----------------------------------
Signature(s):
Account
Number
------------------------------
----------------------------------
----------------------------------
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office correspondent in the United
States or any "eligible guarantor" institution within the meaning of Rule
17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby (a)
guarantees to deliver to the Exchange Agent, at one its address set forth above,
the certificates representing all tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation, together with a properly completed and
duly executed Letter of Transmittal), with any required signature guarantees,
and any other documents required by the Letter of Transmittal within three New
York Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm:
--------------------------- ----------------------------------
(Authorized Signature)
Address:
-------------------------------
- ----------------------------------------
Area Code and
Telephone Number:
----------------------
Title:
----------------------------
Name:
----------------------------
Date:
----------------------------
4
<PAGE>
SCG HOLDING CORPORATION
AND SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
OFFER TO EXCHANGE THEIR
12% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Upon and subject to the terms and conditions set forth in the
Prospectus, dated [ ], 2000 (the "Prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal"), an offer to exchange (the "Exchange
Offer") registered 12% Senior Subordinated Notes due 2009 (the "New Notes") for
any and all outstanding 12% Senior Subordinated Notes due 2009 (the "Old Notes")
(CUSIP No. 783885AA4 for Old Notes offered and sold in reliance on Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act") and CUSIP
No. U8066HAA1 for Old Notes offered and sold pursuant to Regulation S under the
Securities Act) is being made pursuant to such Prospectus. The Exchange Offer is
being made in order to satisfy certain obligations of SCG Holding Corporation
and Semiconductor Components Industries, LLC (together, the "Issuers") and the
Issuers' domestic subsidiaries (each a "Guarantor" and collectively, the
"Guarantors") contained in the Exchange Offer and Registration Rights Agreement,
dated as of August 4, 1999, between the Issuers, the Guarantors, Chase
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman
Brothers Inc.
We are requesting that you contact your clients for whom you
hold Old Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Old Notes registered in your name
or in the name of your nominee, or who hold Old Notes registered in their own
names, we are enclosing the following documents:
1. Prospectus dated [ ], 2000;
2. The Letter of Transmittal for your use and for the
information of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if certificates for Old Notes are not immediately available or
time will not permit all required documents to reach the Exchange Agent prior to
the expiration date of the Exchange Offer or if the procedure for book-entry
transfer cannot be completed on a timely basis; and
4. A form of letter which may be sent to your clients for
whose account you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer.
Your prompt action is requested. The Exchange Offer will
expire at 5:00 p.m., New York City time, on [ ], 2000 (30 calendar days
following the commencement of the
<PAGE>
Exchange Offer), unless extended by the Issuers. Old Notes tendered pursuant to
the Exchange Offer may be withdrawn at any time before the expiration date for
the Exchange Offer.
To participate in the Exchange Offer, a duly executed and
properly completed Letter of Transmittal, with any required signature guarantees
and any other required documents, should be sent to the Exchange Agent and
certificates representing the Old Notes should be delivered to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the Prospectus.
If holders of Old Notes wish to tender, but it is
impracticable for them to forward their certificates for Old Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under "The Exchange
Offer - Guaranteed Delivery Procedures."
Additional copies of the enclosed material may be obtained
from the Exchange Agent, State Street Bank and Trust Company, 2 Avenue de
Lafayette, Boston, Massachusetts 02111, telephone: (617) 662-1525 ATTENTION:
Mackenzie Elijah.
SCG HOLDING CORPORATION
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
2
<PAGE>
SCG HOLDING CORPORATION
AND SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
OFFER TO EXCHANGE THEIR
12% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus of SCG Holding
Corporation and Semiconductor Components Industries, LLC, each a Delaware
corporation (together, the "Issuers"), dated [ ], 2000 (the "Prospectus"), and
the enclosed Letter of Transmittal (the "Letter of Transmittal") relating to the
offer to exchange (the "Exchange Offer") of registered 12% Senior Subordinated
Notes due 2009 (the "New Notes") for any and all outstanding 12% Senior
Subordinated Notes due 2009 (the "Old Notes") (CUSIP No. 783885AA4 for Old Notes
offered and sold in reliance on Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act") and CUSIP No. U8066HAA1 for Old Notes offered and
sold pursuant to Regulation S under the Securities Act), upon the terms and
subject to the conditions described in the Prospectus. The Exchange Offer is
being made in order to satisfy certain obligations of the Issuers and the
Issuers' domestic subsidiaries (each a "Guarantor" and collectively, the
"Guarantors") contained in the Exchange Offer and Registration Rights Agreement,
dated as of August 4, 1999, between the Issuers, the Guarantors, Chase
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman
Brothers Inc.
This material is being forwarded to you as the beneficial
owner of the Old Notes carried by us in your account but not registered in your
name. A TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us
to tender on your behalf the Old Notes held by us for your account, pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal. We also request that you confirm that we may, on your behalf, make
the representations and warranties contained in the Letter of Transmittal.
Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the Old Notes on your behalf in
accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2000 (30 CALENDAR DAYS
FOLLOWING THE COMMENCEMENT OF THE EXCHANGE OFFER), UNLESS EXTENDED BY THE
ISSUERS. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN
AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE FOR THE
EXCHANGE OFFER.
<PAGE>
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer -- Conditions."
3. Any transfer taxes incident to the transfer of Old Notes from the
holder to the Issuers will be paid by the Issuers, except as otherwise provided
in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
[ ], 2000, unless extended by the Issuers.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form set forth below.
The Letter of Transmittal is furnished to you for information only and may not
be used directly by you to tender Old Notes.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter
enclosing the Prospectus, dated [ ], of SCG Holding Corporation and
Semiconductor Components Industries, LLC, each a Delaware corporation, and the
related specimen Letter of Transmittal.
This will instruct you to tender the number of Old Notes indicated
below held by you for the account of the undersigned, pursuant to the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal.
(Check one).
Box 1 / / Please tender my Old Notes held by you for my account.
If I do not wish to tender all of the Old Notes held by
you for any account, I have identified on a signed
schedule attached hereto the number of Old Notes that
I do not wish tendered.
Box 2 / / Please do not tender any Old Notes held by you for my
account.
Date , 2000
-------------------------------- ----------------------------------
Signature(s)
----------------------------------
----------------------------------
Please print name(s) here
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Area Code and Telephone No.
UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE
PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO
TENDER ALL OLD NOTES.
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