<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D
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Under the Securities Exchange Act of 1934
MK RAIL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
55305T102
(CUSIP Number)
William W. Chandler
CS First Boston, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(212) 909-3498
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 14, 1996
(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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 2 OF 15 PAGES
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
CS First Boston, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2853402
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
1,940,099
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,940,099
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,099
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 3 OF 15 PAGES
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
CS First Boston Securities Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2972600
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,885,099
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,885,099
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,099
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 4 OF 15 PAGES
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ITEM 1. SECURITY AND ISSUER
This schedule relates to the common stock, $0.01 par value (the "Common
Stock") of MK Rail Corporation, a Delaware corporation ("MK Rail"). The
principal executive offices of MK Rail are located at 1200 Reedsdale Street,
Pittsburgh, PA 15233.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by (a) CS First Boston
Securities Corporation, a Delaware corporation ("CSFBSC"), as the beneficial
owner of 1,885,099 shares of Common Stock and (b) CS First Boston, Inc., a
Delaware corporation ("CSFBI"), which may be deemed the beneficial owner of
1,940,099 shares of Common Stock by virtue of its ownership of 100 percent of
the outstanding capital stock of CSFBSC and CS First Boston Corporation
("CSFBC"). CSFBSC and CSFBI are collectively referred to herein as the
"Reporting Persons."
CSFBSC is a dealer in commercial paper, other exempt securities and
derivative products such as interest rate swaps, and invests in certain other
assets. CSFBSC is also a holding company for various subsidiaries. CSFBI is a
holding company whose subsidiaries are principally engaged in the business of
investment banking and broker-dealer activities. All of the outstanding voting
common stock of CSFBI and approximately 69% of the outstanding non-voting common
stock of CSFBI are owned by CS Holding, a Swiss corporation having its
registered offices at Nuschelerstrasse 1, CH-8021 Zurich, Switzerland. The
principal business of CS Holding is acting as a holding company for a group of
companies in the financial services and energy business offering a comprehensive
range of products. Through its ownership of common stock of CSFBI, CS Holding,
for purposes of the federal securities laws, may be deemed to ultimately control
CSFBI. CS Holding, its executive officers and directors and its direct and
indirect subsidiaries, in addition to the Reporting Persons, may beneficially
own Common Stock and such ownership is not reported in this Statement. CS
Holding disclaims beneficial ownership of Common Stock beneficially owned by its
direct and indirect subsidiaries, including the Reporting Persons. CSFBI hereby
undertakes to amend this Statement, if necessary, to include the information
required by Items 3 through 6 of Schedule 13D with respect to any Common Stock
that may be beneficially owned by the executive officers or directors of CS
Holding.
(b) The principal business address of each of CSFBI and CSFBSC is
Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055.
(c), (f) The name, citizenship, residence or business address and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of CSFBI, CSFBSC and CS Holding is set
forth on Schedule I hereto, which Schedule is hereby incorporated herein by
reference in its entirety.
(d)-(e) Neither of the Reporting Persons and, to the knowledge of the
Reporting Persons, neither CS Holding nor any of the executive officers and
directors listed on Schedule I hereto, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an order of the United States Bankruptcy Court for the District
of Delaware, dated August 26, 1996, the First Amended Plan of Reorganization of
Morrison Knudsen Corporation ("MKC") under Chapter 11 of the Bankruptcy Code
(the "Plan") was confirmed. Under the Plan, CSFBSC became entitled to receive
1,885,099 shares of Common Stock (the "Aggregate Proceeds"), comprised of
927,171 shares on account of debt owed by MKC and 957,928 shares on account of
debt owed by American Passenger Rail Company, L.L.C., a Delaware limited
liability company ("APRC"), an affiliate of MKC (the "APRC Proceeds"). The
Aggregate Proceeds and the APRC Proceeds include 519,542 shares (the "Nomura
Proceeds") which CSFBSC became entitled to receive under the Plan on behalf of
Nomura Holding America, Inc. ("Nomura") as a result of purchases of debt owed by
APRC made pursuant to an oral
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 5 OF 15 PAGES
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agreement entered into between CSFBSC and Nomura in June 1996 (the "Nomura
Agreement"). Under the Nomura Agreement, CSFBSC has agreed to irrevocably
transfer, assign and convey to Nomura specified percentages of the debt owed by
APRC and purchased by CSFBSC at various times, or the proceeds thereof (which
constitute the Nomura Proceeds), upon the payment to CSFBSC by Nomura of the
specified percentages of CSFBSC's actual cost of the related purchases, plus an
amount based on CSFBSC's cost of carry of such purchases from the dates of such
purchases.
CSFBC acts as a market maker for the Common Stock. As of the filing date,
CSFBC held 55,000 shares of Common Stock in its trading account, acquired from
time to time in open market transactions in the ordinary course of its market
making activities, using working capital funds. CSFBI, through its 100 percent
ownership of the outstanding capital stock of CSFBC, may be deemed to share the
power to vote or direct the vote and dispose or direct the disposition of the
shares of Common Stock held in CSFBC's trading account pursuant to its market
making activities.
ITEM 4. PURPOSE OF TRANSACTION
CSFBSC became entitled to receive 1,885,099 shares of Common Stock in the
manner described in Item 3 above. CSFBI may be deemed to have become entitled
to receive 1,885,099 shares of Common Stock through its 100 percent ownership of
the outstanding capital stock of CSFBSC in the manner described in Item 3 above
and may also be deemed to beneficially own 55,000 shares of Common Stock through
its 100 percent ownership of the outstanding capital stock of CSFBC. Except as
described below and in Items 3 and 5, the Reporting Persons have no plans or
proposals that would result in (1) the acquisition by any person of additional
securities of MK Rail or the disposition of securities of MK Rail; (2) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation of MK Rail or any of its subsidiaries; (3) a sale or transfer of a
material amount of assets of MK Rail or any of its subsidiaries; (4) any change
in the present board of directors or management of MK Rail, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board of directors of MK Rail; (5) any material change in the
present capitalization or dividend policy of MK Rail; (6) any other material
change in the business or corporate structure of MK Rail; (7) changes in the
charter, by-laws or instruments corresponding thereto of MK Rail, or other
actions which may impede the acquisition of control of MK Rail by any person;
(8) any class of securities of MK Rail being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (9) any class of equity
securities of MK Rail becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended ("the
Exchange Act"); or (10) any action similar to any of those enumerated above.
The Reporting Persons, however, reserve the right to change their plans or
intentions at any time and to take any and all actions that they deem
appropriate to maximize the value of their investment including, among other
things, from time to time increasing or decreasing the number of shares of
Common Stock by acquiring additional shares, or by disposing of all or a portion
of the shares of Common Stock in open market or privately negotiated
transactions or otherwise, depending on existing market conditions and other
considerations discussed below. The Reporting Persons intend to review their
investment in MK Rail on a continuing basis and, depending upon the price and
availability of Common Stock, subsequent developments affecting MK Rail, the
general business and future prospects of MK Rail, other investment and business
opportunities available to the Reporting Persons, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or decrease the size of their investment in
MK Rail.
CSFBSC intends to transfer its shares of Common Stock to CSFBC in the
ordinary course of business. CSFBC intends to continue to engage in purchase and
sale transactions in the Common Stock through its trading account in connection
with its market making activities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Following the consummation of the Plan on September 14, 1996, CSFBSC
became entitled to receive 1,885,099 shares of Common Stock, which constitute
10.7% of the shares of Common Stock estimated to be outstanding as of September
14, 1996. The Nomura Proceeds, which constitute 3.0% of the shares of Common
Stock estimated to be outstanding as of September 14, 1996, included in such
total number of shares were acquired on behalf of Nomura under, and are subject
to, the Nomura Agreement, under which CSFBSC has agreed to irrevocably transfer,
assign and convey to Nomura the debt owed by APRC and acquired pursuant to the
Nomura Agreement (which debt represented specified percentages of the total debt
owed by APRC acquired by CSFBSC) upon payment by Nomura of
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 6 OF 15 PAGES
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the specified percentages of CSFBSC's actual cost of the related purchases, plus
an amount based on CSFBSC's cost of carry of such purchases from the dates of
such purchases. Upon the receipt of payment under the terms of the Nomura
Agreement, CSFBSC will transfer, assign and convey the Nomura Proceeds to
Nomura, and the Reporting Persons will have no further arrangements with Nomura
with respect to the Nomura Proceeds or the securities of MK Rail, except to the
extent the Nomura Proceeds are subject to the Stockholders Agreement described
below.
The Plan required creditors of MKC, including CSFBSC, to be bound by the
terms of a Stockholders Agreement dated as of June 20, 1996, and as amended by
the First Amendment to the Stockholders Agreement dated as of July 25, 1996,
between MK Rail and MKC (the "Stockholders Agreement"). Under the Stockholders
Agreement, no person who receives shares of Common Stock pursuant to the Plan
may transfer any shares of Common Stock to any person except under certain
circumstances. The restrictions on transfers under the Stockholders Agreement
will not apply to any subsequent transferee so long as the transfer was
permitted under the Stockholders Agreement. Pursuant to the Stockholders
Agreement, certain persons, including CSFBSC, have agreed not to (a) solicit
proxies, (b) initiate any stockholder proposal for a tender offer, change of
control or attempt to convene stockholders meeting or (c) otherwise seek to
influence or control the management or policies of MK Rail. The above
restrictions expire on the second anniversary of the distribution of the Common
Stock under the Plan (subject to certain alternate termination provisions).
The Stockholders Agreement provides that the shares of Common Stock
received by CSFBSC and the other stockholders bound thereby (the "Stockholders")
must be voted for certain nominees for election to MK Rail's board of directors.
The Reporting Persons and the Stockholders may be deemed to constitute a group
for purposes of Section 13(d)(3) of the Exchange Act because of the Stockholders
Agreement. The Reporting Persons disclaim beneficial ownership of the shares of
Common Stock held by the Stockholders and disclaim that they constitute a group
with the Stockholders for purposes of Section 13(d)(3) of the Exchange Act.
The Stockholders Agreement also provides certain holders, including CSFBSC,
with demand registration rights and piggyback registration rights. Pursuant to
the Stockholders Agreement, certain holders may demand that MK Rail file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") for the resale of the Common Stock received by such holders in
accordance with the Plan or, if MK Rail has filed a registration statement
pursuant to the Securities Act, such holders may include shares of Common Stock
received in accordance with the Plan on MK Rail's registration statement.
As of the filing date, CSFBC, the principal business of which is investment
banking and registered broker-dealer activities, held 55,000 shares of Common
Stock in its trading account in connection with its market making activities.
CSFBI, through its 100 percent ownership of the outstanding capital stock of
CSFBSC and CSFBC, may be deemed to beneficially own 1,940,099 shares of Common
Stock, which constitute 11.1% of the shares of Common Stock estimated to be
outstanding as of September 14, 1996.
(b) CSFBSC, through its ownership of 1,885,099 shares of Common Stock, and
CSFBI, through its ownership of 100 percent of the outstanding capital stock of
CSFBSC, may be deemed to share the power to vote or direct the vote and dispose
or direct the disposition of 1,885,099 shares of Common Stock. CSFBI, through
its ownership of 100 percent of the outstanding capital stock of CSFBC, may also
be deemed to share the power to vote or direct the vote and dispose or direct
the disposition of an additional 55,000 shares of Common Stock held by CSFBC
pursuant to its market making activities.
(c) During the past 60 days, the Reporting Persons have not effected any
transactions relating to the Common Stock, except as described below and in
Items 3 and 5(a). During the past 60 days, CSFBC has effectuated six
transactions in the Common Stock as a market maker in the ordinary course of
business, purchasing shares of Common Stock at prices ranging from $5.25 to
$5.37. To the knowledge of the Reporting Persons, none of the executive
officers or directors of CSFBI or CSFBSC listed in Schedule I hereto has
effected any transaction relating to the Common Stock during the past 60 days.
(d) Not applicable.
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CUSIP NO. 55305T102 SCHEDULE 13D PAGE 7 OF 15 PAGES
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 3 and 5, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any other person with
respect to any security of MK Rail. In addition, the Reporting Persons
expressly disclaim that they are a member of a group as a result of the
imposition of the Plan and the Stockholders Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
- ----------- -----------
1 First Amended Plan of Reorganization of Morrison Knudsen
Corporation, as confirmed by the United States Bankruptcy Court
for the District of Delaware, dated August 26, 1996 (filed as
Exhibit 2.1 to the Current Report on Form 10-Q of MKC dated June
30, 1996 and incorporated herein by reference thereto).
2 Stockholders Agreement dated as of June 20, 1996 between MK Rail
and MKC (filed as Exhibit 10.2 to the Current Report on Form 8-K
of MKC dated June 25, 1996 and incorporated herein by reference
thereto).
3 First Amendment to Stockholders Agreement dated as of July 25,
1996 between MK Rail and MKC (filed as Exhibit 10.4 to the
Current Report on Form 8-K of MK Rail dated September 10, 1996
and incorporated herein by reference thereto).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Dated: October 30, 1996
CS FIRST BOSTON, INC.
By: /s/ Agnes F. Reicke
Name: Agnes F. Reicke
Title: Deputy General Counsel,
Director and Secretary
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CUSIP No. 55305T102 SCHEDULE 13D Page 8 of 15 Pages
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SCHEDULE I
CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF CS FIRST BOSTON, INC.,
CS FIRST BOSTON SECURITIES CORPORATION AND CS HOLDING
Except where indicated, each of the persons named below is a citizen
of the United States of America. Unless otherwise indicated, for each person
whose principal employment is with CSFBI or CSFBSC, the principal business and
address of such person's employer is described under Item 2 above. Unless
otherwise indicated, for each person whose principal employment is with CSFBC or
CS First Boston Pacific, Inc. ("CSFBP"), the address of such person's employer
is Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. None of the
persons named in Parts A through C below is a record owner of any Common Stock.
Employment; Business Address;
and Principal Business of
Name Employer
- -------------------------- -----------------------------
A. CS First Boston, Inc.
--------------------
Directors
- ---------
Rainer E. Gut Chairman of the Board
(Chairman) Credit Suisse
(Citizen of Switzerland) Paradeplatz 8
CH - 8001 Zurich,
Switzerland
(Swiss Bank)
John M. Hennessy CEO, Director and Chairman
of the Executive
Board of CSFBI
Aziz D. Syriani President
(Citizen of Canada) Olayan Investments Company
Establishment
The Olayan Group
206 Syngrou Avenue
Kallithea,
Athens, 17610
Greece
Robert G. Schwartz Director
Metropolitan Life Insurance
Company
200 Park Avenue, Suite 5700
New York, NY 10166
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CUSIP No. 5530T102 SCHEDULE 13D Page 9 of 15 Pages
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Hans-Ulrich Doerig Chief Executive Officer
Credit Suisse
Paradeplatz 8
CH - 8001 Zurich,
Switzerland
Dr. Hugo von der Crone Retired
(Citizen of Switzerland) c/o Credit Suisse
Filiale Werdmuehleplatz
Uranianstrasse 4
CH - 8001 Zurich,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
1211 Geneva, Switzerland
Phillip M. Colebatch Chief Financial and Administrative Officer
(Citizen of Australia) CS Holding
Nuschelerstrasse 1
CH - 8021 Zurich,
Switzerland
Frank G. Zarb Chairman, Chief Executive
Officer and President
Alexander & Alexander
Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Executive Board
- ---------------
John M. Hennessy CEO, Director and Chairman
(Chairman) of the Executive Board, of
CSFBI
Allen D. Wheat President, Chief Operating
Officer, of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
David C. Mulford Vice Chairman, Investment
Banking, of CSFBI
Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
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CUSIP No. 55305T102 SCHEDULE 13D Page 10 of 15 Pages
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Charles G. Ward, III Managing Director-Investment
Banking, of CSFBC
Operating Committee
- -------------------
Allen D. Wheat President, Chief Operating
(Chairman) Officer and Chairman of
the Operating Committee,
of CSFBI
Brady W. Dougan Managing Director-Equities,
of CSFBC
Christopher A. Goekjian Managing Director of CSFBC
1 Cabot Square
London, England
E14, 4QJ
Charles G. Ward III Managing Director-Investment
Banking, of CSFBC
Christopher Carter Managing Director-Equities,
of CSFBC 1 Cabot Square
London, England
E14, 4QJ
Brian D. Finn Managing Director-Mergers
and Acquisitions, of CSFBC
Craig Foster Managing Director-Fixed
Income, of CSFBC
John S. Harrison Managing Director, of CSFBC
Marc Hotimsky Managing Director-Fixed
Income and Foreign Exchange,
of CSFBC
Ian Molson Managing Director, of CSFBC
Mark R. Patterson Managing Director-Leveraged
Finance, of CSFBC
Stephen Stonefield Managing Director, of CSFBP
Richard E. Thornburgh Chief Financial and
Administrative Officer, of
CSFBI
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CUSIP No. 55305T102 SCHEDULE 13D Page 11 of 15 Pages
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Executive Officers
- ------------------
John M. Hennessy CEO, Director and Chairman
(CEO) of the Executive Board, of CSFBI
Allen D. Wheat President, Chief Operating
(President and Chief Officer and Chairman of
Operating Officer) the Operating Committee, of CSFBI
David C. Mulford Vice Chairman, Investment
(Vice Chairman, Banking, of CSFBI
Investment Banking)
Charles G. Ward, III Managing Director,
(Managing Director, Investment Banking, of CSFBC
Investment Banking)
Richard E. Thornburgh Chief Administrative and
(Chief Administrative and Financial Officer, of CSFBI
Financial Officer)
Anthony J. Cetta Managing Director-Senior
(Managing Director-Senior Advisor and Tax Director, of
Advisor and Director of Taxes) CSFBI
William P. Bowden, Jr. Managing Director and
(Managing Director and General Counsel,
General Counsel) of CSFBI
Maynard J. Toll, Jr. Managing Director-Senior
(Managing Director- Advisor and Communications
Senior Advisor and Officer, of CSFBI
Communications Officer)
Carlos Onis Managing Director and
(Managing Director and Controller) Controller, of CSFBI
Lewis H. Wirshba Managing Director and
(Managing Director and Treasurer) Treasurer, of CSFBI
Agnes F. Reicke Deputy General Counsel,
(Deputy General Counsel, Director and Secretary, of
Director and Secretary) CSFBI
(Citizen of Switzerland)
Lori M. Russo Vice President and Assistant
(Vice President and Secretary, of CSFBI
Assistant Secretary)
<PAGE>
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CUSIP No. 55305T102 SCHEDULE 13 D Page 12 of 15 Pages
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B. CS First Boston Securities Corporation
--------------------------------------
Directors
- -----------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
Officers
- --------
John M. Hennessy CEO, Director and Chairman
(President and Chairman) of the Executive Board, of
CSFBI
Agnes F. Reicke Deputy General Counsel,
(Vice President and Director and Secretary, of
Secretary) CSFBI
(Citizen of Switzerland)
Richard E. Thornburgh Chief Administrative and
(Vice President) Financial Officer, of CSFBI
Benjamin H. Cohen Managing Director, of CSFBI
(Vice President)
Lewis H. Wirshba Managing Director and
(Treasurer) Treasurer, of CSFBI
Carlos Onis Managing Director and
(Vice President and Controller) Controller, of CSFBI
Anthony J. Cetta Managing Director-Senior
(Vice President and Advisor and Tax Director, of
Director of Taxes) CSFBI
C. CS Holding
----------
Directors
- ---------
Rainer E. Gut Chairman of the Board
(Chairman) Credit Suisse
(Citizen of Switzerland) Paradeplatz 8,
CH - 8021 Zurich,
Switzerland
(Swiss Bank)
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CUSIP No. 55305T102 SCHEDULE 13 D Page 13 of 15 Pages
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Helmut O. Maucher Chairman of the Board and
(Citizen of Germany) CEO
Nestle Ltd.
1800 Vevey, Switzerland
Dr. Ulrich Albers Partner
(Citizen of Switzerland) Albers & Co.
CH - 8022 Zurich,
Switzerland
(Textile products)
Dr. Thomas W. Bechtler Vice Chairman and CEO
(Citizen of Switzerland) Hesta AG
P.O. Box 1910
CH-5700 Kusnacht
Switzerland
Ulrich Bremi Chairman
(Citizen of Switzerland) Swiss Reinsurance Company
Mythenqual 50/60
CH - 8022 Zurich,
Switzerland
Jean-Daniel Cornaz Chairman of the Board and
(Citizen of Switzerland) CEO
Vetropack Holding Ltd.
CH - 8180 Bulach,
Switzerland
(Glass, packaging industry)
Giafranco Cotti Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpostsrasse 5
CH - 3015 Berne, Switzerland
Arthur Dunkel Boulevard du Theatre 6-4
(Citizen of Switzerland) CH - 1204 Geneva,
Switzerland
Robert L. Genillard Chairman of the Board
(Citizen of Switzerland) Clariden Bank
One Quai du Mont-Blanc
CH - 1211 Geneva,
Switzerland
Dr. Adolf Gugler Chairman of the Board
(Citizen of Switzerland) Swiss Volksbank
Weltpoststrasse 5
CH - 3015 Berne,
Switzerland
<PAGE>
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CUSIP No. 55305T102 SCHEDULE 13 D Page 14 of 15 Pages
- --------------------- ---------------------
Heini Lippuner President and Chief
(Citizen of Switzerland) Operating Officer
Ciba-Geigy Ltd.
CH - 4002 Basle, Switzerland
Otto Loepfe CEO
(Citizen of Switzerland) Swissair Group
8058 Zurich-Airport,
Switzerland
Erich Mueller Member of the Executive
(Citizen of Switzerland) Board
Sulzer Brothers Ltd.
8401 Winterthur, Switzerland
(Machinery)
Thomas Schmidheiny Chairman of the Board
(Citizen of Switzerland) Holderbank Financiere Glarus
Ltd.
Zurcherstrasse 170
CH - 8645 Jona, Switzerland
Ernst Schneider Chairman of the Board
(Citizen of Switzerland) Bank Leu, Ltd.
Baerenstrasse 8
CH - 6304 Zug, Switzerland
Vreni Spoerry National Councillor
(Citizen of Switzerland) Claridenstrasse 3
CH - 8810 Horgen,
Switzerland
Theodor M. Tschopp President
(Citizen of Switzerland) Alusuisse-Lonza Holding Ltd.
Feldeggstrasse 4
CH - 8034 Zurich,
Switzerland
Executive Officers
- ------------------
Rainer E. Gut Chairman of the Board
(President and Chairman Credit Suisse
of the Board) Paradeplatz 8
(Citizen of Switzerland) CH - 8021 Zurich,
Switzerland
(Swiss Bank)
Oskar K. Ronner President and CEO
(Member of the Executive Electrowatt Ltd.
Board) Bellerivestrasse 36
(Citizen of Switzerland) CH - 8022 Zurich,
Switzerland
<PAGE>
- --------------------- ---------------------
CUSIP No. 55305T102 SCHEDULE 13 D Page 15 of 15 Pages
- --------------------- ---------------------
Allen D. Wheat President, Chief Operating
(Member of the Executive Board) Officer and Chairman of the
Operating Committee, of
CSFBI
Phillip M. Colebatch Chief Financial and
Member of the Executive Board Administrative Officer
(Citizen of Australia) CS Holding
Nuschelerstrasse 1
CH - 8021 Zurich,
Switzerland
