SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
PURCHASESOFT, INC.
(Name of Issuer)
Common Shares, par value $0.01
(Title of Class of Securities)
395793201
(CUSIP Number)
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attention: J. Murray Logan
(212) 649-5600
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 14, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box [ ].
<PAGE>
CUSIP NO. 395793201 PAGE 2 of 11 PAGES
1) Names of Reporting Person. L-R Global Partners, L.P.
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) WC
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of Delaware
Organization
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,852,128 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 65.87%
14) Type of Reporting Person (See
Instructions) PN
<PAGE>
CUSIP NO. 395793201 PAGE 3 of 11 PAGES
1) Names of Reporting Person. L-R Managers, LLC, as the general
partner of L-R Global Partners, L.P.
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See
Instructions) Not applicable (see Item 3)
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of Delaware
Organization
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,852,128 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 65.87%
14) Type of Reporting Person (See
Instructions) OO
<PAGE>
CUSIP NO. 395793201 PAGE 4 of 11 PAGES
1) Names of Reporting Person. J. Murray Logan, as a member of L-R
Managers,LLC and in his individual capacity
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds PF with
respect to securities with Not applicable with respect to securities
sole voting and dispositive with shared voting and dispositive power.
power.
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of U.S.A.
Organization
Number of (7) Sole Voting Power 300,819 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 300,819 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,152,947 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 67.88%
14) Type of Reporting Person (See
Instructions) IN
<PAGE>
CUSIP NO. 395793201 PAGE 5 of 11 PAGES
1) Names of Reporting Person. Rockefeller & Co., Inc., as a
member of L-R Managers, LLC
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See Instructions) Not applicable (see Item 3 in initial
Schedule 13D and as amended)
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of New York
Organization
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,852,128 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 65.87%
14) Type of Reporting Person (See
Instructions) CO
<PAGE>
CUSIP NO. 395793201 PAGE 6 of 11 PAGES
1) Names of Reporting Person. Rockefeller Financial Services,
Inc., as sole shareholder of
Rockefeller & Co., Inc.
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds (See Instructions)
Not applicable (see Item 3 in initial
Schedule 13D and as amended)
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of New York
Organization
Number of (7) Sole Voting Power 0 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 0 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,852,128 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 65.87%
14) Type of Reporting Person (See
Instructions) HC
<PAGE>
CUSIP NO. 395793201 PAGE 7 of 11 PAGES
1) Names of Reporting Person. Donald S. LaGuardia, as a member of L-R
Managers, LLC and in his individual capacity
Identification No. of
Above Person (entities only)
2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3) SEC Use Only
4) Source of Funds
SC and PF with respect to Not applicable with respect to
securities with sole voting securities with shared voting and
and dispositive power. dispositive power.
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
6) Citizenship or Place of U.S.A.
Organization
Number of (7) Sole Voting Power 267,000 shares
Shares Bene- (8) Shared Voting
ficially Power 9,852,128 shares
Owned by (9) Sole Dispositive
Each Report- Power 267,000 shares
ing Person (10) Shared Dispositive
With Power 9,852,128 shares
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,119,128 shares
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented
by Amount in Row (11) 66.54%
14) Type of Reporting Person (See
Instructions) IN
<PAGE>
CUSIP NO. 395793201 PAGE 8 of 11 PAGES
The statement on Schedule 13D of L-R Global Partners, L-R Managers, LLC, J.
Murray Logan, Rockefeller & Co., Inc., Rockefeller Financial Services, Inc. and
Donald S. LaGuardia pertaining to the Common shares of PurchaseSoft, Inc., a
Delaware corporation, filed with the Securities and Exchange Commission ("SEC")
on April 28, 1998, as amended by Amendment No. 1 filed with the SEC on June 9,
1998, Amendment No. 2 filed with the SEC on June 9, 1998, Amendment No. 3 filed
with the SEC on July 28, 1998 and Amendment No. 4 filed with the SEC on May 19,
1999 (the "Amended Schedule 13D"), is hereby further amended as follows:
1. By adding after clause (5) in Item 2(c) the following:
2. (6) LaGuardia is one of the investment managers for L-R
Global. LaGuardia is also the President, the Chief
Executive Officer and a director of the Issuer.
1. By amending and restating first five paragraphs of Item 3 as follows:
2. On April 17, 1998, L-R Global purchased a Convertible Promissory Note of
Issuer, dated April 17, 1998 (a copy of which is attached hereto as Exhibit
C) (the "Note"), for cash for an aggregate purchase price of $3,200,000.
The Note was purchased pursuant to a Convertible Note Purchase Agreement,
dated as of April 17, 1998 (a copy of which is attached hereto as Exhibit
D) (the "Note Purchase Agreement"), by and between L-R Global and Issuer.
On May 29, 1998, L-R Global converted the full principal amount of the Note
into 4,000,000 shares of Common Stock. On July 15, 1998, L-R Global
purchased from an investor in a private transaction, for a purchase price
of $100,000, Common Share Purchase Warrants (the "July 15 Warrants")
representing the right to purchase an aggregate of 122,770 shares of Common
Stock (as adjusted pursuant to its terms in connection with the Rights
Offering (as defined below)), pursuant to a Securities Purchase Agreement,
dated July 15, 1998 (a copy of which is attached hereto as Exhibit H). On
July 21, 1998, L-R Global purchased from another investor in a private
transaction, for a purchase price of $100,000, additional Common Share
Purchase Warrants (the "July 21 Warrants") representing the right to
purchase an aggregate of 101,805 shares of Common Stock, pursuant to a
Securities Purchase Agreement, dated July 21, 1998 (a copy of which is
attached hereto as Exhibit I). The July 15 Warrants and the July 21
Warrants are collectively referred to herein as the "Warrants".
Between August 25, 1998 and September 4, 1998, L-R Global purchased a total
of 40,000 shares of Common Stock in the open market for cash for an
aggregate purchase price of $56,093.25. In a private transaction, pursuant
to a Stock Purchase Agreement, dated April 15, 1999 ( a copy of which is
attached hereto as Exhibit J), L-R Global purchased 509,895 shares of
Common Stock from The Travelers Indemnity Company, for a purchase price of
367,124.32, and 111,111 shares of Common Stock from Primerica Life
Insurance Company for a purchase price of $79,999.92. In another private
transaction, pursuant to a Stock Purchase Agreement, dated April 16, 1999 (
a copy of which is attached hereto as Exhibit K), L-R Global purchased an
additional 36,547 shares of Common Stock from The Travelers Indemnity
Company, for a purchase price of $26,313.84. Between April 20, 1999 and May
5, 1999, L-R Global purchased a total of 4,930,000 shares of Common Stock
from the Issuer in a rights offering pursuant to the Prospectus dated March
24, 1999 (the "Rights Offering") for a cash purchase price of $4,437,000.
All of such shares purchased by L-R Global are collectively referred to
herein as the "L-R Global Shares".
<PAGE>
CUSIP NO. 395793201 PAGE 9 of 11 PAGES
Between March 16, 1993 and October 27, 1997, Logan purchased a total
of 33,208 shares of Common Stock (as adjusted for stock splits having
occurred prior to the date hereof)in the open market for cash for an
aggregate purchase price of approximately $284,000. On February 9, 1994,
Logan purchased 8,333 shares of Common Stock from the Issuer (as adjusted
for stock splits having occurred prior to the date hereof) in a private
transaction for a cash purchase price of approximately $100,000. On October
24, 1997, Logan purchased 60,000 shares of Common Stock from theIssuer (as
adjusted for stock splits having occurred prior to the date hereof) in a
private transaction for a cash purchase price of approximately $41,000. On
March 23, 1997, Logan purchased a convertible note of the Issuer, which has
prior to the date hereof been converted into 8,333 shares of Common Stock,
for a cash purchase price of approximately $25,000. On April 17, 1998,
Logan purchased from the Issuer 70,000 shares of Common Stock in a private
transaction for a cash purchase price of approximately $56,000, and
immediately thereafter transferred as gifts an aggregate of 20,000 of such
shares purchased on April 17, 1998 (10,000 of such shares were transferred
to a member of his immediate family and 10,000 of such shares were
transferred to a business associate). Between April 20, 1999 and May 5,
1999, Logan purchased a total of 140,945 shares of Common Stock from the
Issuer in the Rights Offering for a cash purchase price of $126,505. All of
such shares purchased by Logan, except those shares transferred as gifts,
are collectively referred to herein as the "Logan Shares".
On April 17, 1998, LaGuardia purchased from the Issuer 10,000 shares of
Common Stock in a private transaction for a cash purchase price of
approximately $8,000. Between April 20, 1999 and May 5, 1999, LaGuardia
purchased a total of 6,000 shares of Common Stock from the Issuer in the
Rights Offering for a cash purchase price of $5,400. On May 28, 1999,
LaGuardia purchased 1,000 shares of Common Stock in the open market for
cash in the amount of $906. All of such shares are collectively referred to
herein as the "LaGuardia Shares". On October 26, 1998, LaGuardia acquired
the option to purchase 20,000 shares of Common Stock at an exercise price
of $0.91 per share, which vested on January 31, 2000. On January 14, 2000,
LaGuardia was granted the option to purchase 30,000 shares of Common Stock
at an exercise price of $3.312 per share, which vested on the date of
grant. On February 11, 2000, LaGuardia was granted the option to purchase
50,000 shares of Common Stock at an exercise price of $5.50 per share,
which vested on the date of grant. On August 15, 2000, LaGuardia was
granted the option to purchase 150,000 shares of Common Stock at an
exercise price of $2.75 per share, which vested on the date of grant. All
of such options are collectively referred to herein as the "LaGuardia
Options". The LaGuardia Shares, the LaGuardia Options, the Logan Shares,
the L-R Global Shares and the Warrants are referred to herein collectively
as the "Securities".
The funds for the acquisition of the L-R Global Shares were obtained from
the working capital of L-R Global and not by means of a loan or other
borrowing arrangement. The funds for the acquisition of the Logan Shares
were obtained from the personal funds of Logan. The funds for the
acquisition of the LaGuardia Shares were obtained from the personal funds
of LaGuardia. The LaGuardia Options were granted to LaGuardia under the
Issuer's 1997 Stock Option Plan. The funds for the acquisition of the Note
and the Warrants were obtained from the working capital of L-R Global. None
of such funds were obtained by means of a loan or other borrowing
arrangement.
<PAGE>
CUSIP NO. 395793201 PAGE 10 of 11 PAGES
3. By amending and restating Item 4(c) as follows:
c. L-R Global (acquisition of Warrants). The Warrants have exercise prices
ranging from $1.03 to $1.47. L-R Global acquired the Warrants as a long-term
investment. L-R Global may exercise the Warrants or otherwise increase or
decrease its investment in Issuer, depending on the price and availability of
Issuer's securities, the amount of working capital available to L-R Global for
such purpose, general economic and stock market conditions, tax considerations,
subsequent developments affecting Issuer, L-R Global's evaluation of Issuer's
business and other prospects and other considerations, including the obtaining
of any necessary regulatory approvals. L-R Global reserves the right to act,
either individually or together with other persons, in respect of its interest
in Issuer in accordance with its best judgment in light of the circumstances
existing at that time.
4. By amending and restating Item 5(a) as follows:
a. L-R Global beneficially owns 9,852,128 shares of Common Stock (including
224,575 shares issuable upon exercise of the Warrants) representing
approximately 65.87% of the issued and outstanding shares of Common Stock. The
percentage ownership of Common Stock by L-R Global was derived by dividing
9,852,128 by the sum of 14,733,046, the number of issued and outstanding shares
of the Common Stock as reported by the Issuer in its Annual Report on Form
10-KSB for the fiscal year ended May 31, 2000 (the "Unadjusted Outstanding
Shares"), and 224,575, the maximum number of shares of Common Stock that may be
acquired by exercising the Warrants. Because the Reporting Persons (other than
L-R Global) may be deemed to control, directly or indirectly, L-R Global, each
of such Reporting Persons may be deemed to have the power to direct the vote or
disposition of the L-R Global Shares, the Warrants and the shares of Common
Stock for which the Warrants may be exercised, and accordingly, may be deemed,
for purposes of determining beneficial ownership pursuant to Rule 13d-3 under
the Act, to beneficially own the L-R Global Shares, the Warrants and the shares
of common stock for which the Warrants may be exercised.
Logan is sole beneficial owner of 300,819 shares of Common Stock,
representing approximately 2.04% of the issued and outstanding shares of
Common Stock. The percentage ownership of Common Stock by Logan was derived
by dividing 300,819 by the Unadjusted Outstanding Shares.
LaGuardia is sole owner of 267,000 shares of Common Stock (including
250,000 shares issuable upon exercise of the LaGuardia Options),
representing approximately 1.78% of the issued and outstanding shares of
Common Stock. The percentage ownership of Common Stock by LaGuardia was
derived by dividing 267,000 by the sum of the Unadjusted Outstanding Shares
and 250,000, the maximum number of shares of Common Stock issuable upon
exercise of the LaGuardia Options.
<PAGE>
CUSIP NO. 395793201 PAGE 11 of 11 PAGES
5. By amending and restating Exhibits A, B and E, as set forth
following the signature page of this Amendment No. 5.
Each of Exhibit A, Exhibit B and Exhibit E are hereby added to
the Amended Schedule 13D and shall read in their entirety as set forth
following the signature page of this Amendment No. 5.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, I hereby, on behalf of each of the Reporting Persons certify that
the information set forth in the statement is true, complete and correct.
Dated as of September 8, 2000
ROCKEFELLER & CO., INC., AS A MEMBER OF
L-R MANAGERS, LLC
By: /s/ DAVID A.
STRAWBRIDGE
David A. Strawbridge
Vice President
<PAGE>
EXHIBIT A
Information with Respect to Executive Officers and Directors
Rockefeller & Co., Inc. ("R&Co.")
================================================================================
Name Position with Principal Occupation
Rockefeller & Co., Inc. and Place of Business
================================================================================
1. Asmundson, William CEO, Pres. and Dir. Same 1
================================================================================
2. Sarns, David Richard Chief Operating Officer Same 1
================================================================================
3. Leyden, John Thomas V.P. - Finance
and Treasurer Same 1
================================================================================
4. Strawbridge, David V.P., Secretary
and General Counsel Same 1
================================================================================
5. O'Neill, Abby Milton Chairman of the Board Same 1
================================================================================
6. Berlin, Elizabeth
Weinberg Director Non-Profit Director/
Trustee 2
================================================================================
7. Broderick, Kevin
Patrick Anthony Director Director-Credit,
DaimlerChrysler A.G. 3
================================================================================
8. Cabot, Walter Mason Director Senior Adviser,
Standish, Ayer & Wood 4
================================================================================
9. Campbell, Collin Goetze Director Chairman and President,
Colonial Willamsburg
Foundation 5
================================================================================
10.Chasin, Richard Melvin Director Member of faculty of
Harvard Medical School 6
================================================================================
11.Flaherty, Pamela Director Senior V.P., CitiGroup,
Inc.7
================================================================================
12.Labrecque, Thomas Director Director of Business
Corporations &
Charities 8
================================================================================
13.Rockefeller, Sr.,
David Director Non-Profit Director 9
================================================================================
14.Rockefeller, Jr.,
David Director Non-Profit Director 10
================================================================================
15.Rockefeller, Mark Director Owner of Snake River
Resort 11
================================================================================
16.Rockefeller, Peter Director V.P., Donaldson, Lufkin
Jenrette Securities 12
================================================================================
1 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business:
investment management).
2 136 East 79th St., New York, NY (kind of business: management)
3 1000 Chrysler Drive, Auburn Hills, MI 48326 (kind of business:
automobile manufacturing).
4 One Financial Center, 26th Floor, Boston, MA 02111 (kind of business:
investment advisory).
5 134 North Henry St., Williamsburg, VA 23856 (kind of business:foundation)
6 25 Shatuck St., Boston, MA 02115 (kind of business: education)
7 153 E. 53rd St., 4th Floor, New York, NY 10042 (kind of business:banking)
8 Chase Manhattan Corp., One Chase Manhattan Plaza, New York, NY (kind of
business: management)
9 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
philanthropy).
10 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
philanthropy).
11 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
resort management).
12 277 Park Ave., 16th Floor, New York, NY 10172 (kind of business:
investment banking).
<PAGE>
EXHIBIT B
Information with Respect to Executive Officers and Directors
Rockefeller Financial Services ("RFS")
================================================================================
Name Position with Principal Occupation
Rockefeller Financial Svcs. and Place of Business
================================================================================
1. O'Neill, Abby Milton Chairman of the Board Chairman of the Board,
R&Co. 1
================================================================================
2. Strawbridge, David V.P., Secretary V.P., Secretary and
and General Counsel General Counsel, R&Co. 1
================================================================================
3. Leyden, John Thomas V.P. - Finance V.P. - Finance
and Treasurer and Treasurer, R&Co. 1
================================================================================
4. Asmundson, William CEO, Pres. and Dir. CEO, Pres. and Dir.,
R&Co. 1
================================================================================
5. Berlin, Elizabeth Non-Profit Director/
Weinberg Director Trustee 2
================================================================================
6. Broderick, Kevin Director-Credit,
Patrick Anthony Director DaimlerChrysler A.G. 3
================================================================================
7. Cabot, Walter Mason Director Senior Adviser,
Standish, Ayer & Wood 4
================================================================================
8. Campbell, Collin Goetze Director Chairman and President,
Colonial Willamsburg
Foundation 5
================================================================================
9. Chasin, Richard Melvin Director Member of faculty of
Harvard Medical School 6
================================================================================
10. Crisp, Peter O. Vice Chairman and
Director Same 1
================================================================================
11.Flaherty, Pamela Director Senior V.P., CitiGroup,
Inc.7
================================================================================
12.Labrecque, Thomas Director Director of Business
Corporations &
Charities 8
================================================================================
13.Rockefeller, Sr.,
David Director Non-Profit Director 9
================================================================================
14.Rockefeller, Jr.,
David Director Non-Profit Director 10
================================================================================
15.Rockefeller, Mark Director Owner of Snake River
Resort 11
================================================================================
16.Rockefeller, Peter
Clark Director V.P., Donaldson, Lufkin
Jenrette Securities 12
================================================================================
1 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of business:
investment management).
2 136 East 79th St., New York, NY (kind of business: management)
3 1000 Chrysler Drive, Auburn Hills, MI 48326 (kind of business:
automobile manufacturing).
4 One Financial Center, 26th Floor, Boston, MA 02111 (kind of business:
investment advisory).
5 134 North Henry St., Williamsburg, VA 23856 (kind of business:foundation)
6 25 Shatuck St., Boston, MA 02115 (kind of business: education)
7 153 E. 53rd St., 4th Floor, New York, NY 10042 (kind of business:banking)
8 Chase Manhattan Corp., One Chase Manhattan Plaza, New York, NY (kind of
business: management)
9 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
philanthropy).
10 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
philanthropy).
11 30 Rockefeller Plaza, Room 5600, New York, NY (kind of business:
resort management).
12 277 Park Ave., 16th Floor, New York, NY 10172 (kind of business:
investment banking).
<PAGE>
EXHIBIT E
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including exhibits thereto) with respect to the
acquisition of, or the right to acquire, the common stock of PurchaseSoft, Inc.,
a Delaware corporation. This Agreement shall be included as an Exhibit to such
joint filing. In evidence thereof, each of the undersigned, being duly
authorized, hereby executes this Agreement as of this 31st day of August 2000.
Each person whose signature appears below hereby constitutes and appoints
Rockefeller & Co., Inc. as his or its true and lawful attorney-in-fact and
agent, with full power and authority, including power of substitution and
resubstitution, and in his or its name, place and stead in any and all
capacities, to execute in the name of each such person, and to file, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, any and all amendments to this Statement on
Schedule 13D as such attorney-in-fact and agent, or its substitutes, executing
such amendments deem necessary or advisable to enable each person whose
signature appears below to comply with the Securities Exchange Act of 1934 and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, granting to said attorney-in-fact, agents and
substitutes full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as they might or could do in person, and does hereby
ratify and confirm all that such attorney-in-fact, agents or substitutes, or any
of them separately, may lawfully do or cause to be done by virtue thereof.
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC, General
Partner
By: /s/ J. Murray Logan
Name: J. Murray Logan
Title: Investment Manager
L-R MANAGERS, LLC, AS GENERAL
PARTNER OF L-R GLOBAL PARTNERS, L.P.
By: /s/ J. Murray Logan
Name: J. Murray Logan
Title: Investment Manager
<PAGE>
J. MURRAY LOGAN, AS A MEMBER OF
L-R MANAGERS, LLC AND IN HIS
INDIVIDUAL CAPACITY
/s/ J. Murray Logan
ROCKEFELLER & CO., INC., AS A
MEMBER OF L-R MANAGERS, LLC
By: /s/ David A. Strawbridge
Name: David A. Strawbridge
Title: Vice President
ROCKEFELLER FINANCIAL SERVICES,
INC., AS SOLE SHAREHOLDER OF
ROCKEFELLER & CO., INC.
By: /s/ John T. Leyden
Name: John T. Leyden
Title: Vice President
DONALD S. LAGUARDIA, AS A MEMBER OF
L-R MANAGERS, LLC AND IN HIS
INDIVIDUAL CAPACITY
/s/ Donald S. LaGuardia
