<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
Schedule 13D
------------
Under the Securities Exchange Act of 1934
Forstmann & Company, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
34659D10
(CUSIP Number)
William W. Chandler
Credit Suisse First Boston, Inc.
11 Madison Avenue
New York, NY 10010
(212) 325-3498
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1997
(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 [_].
<PAGE>
- ------------------ ------------------
CUSIP NO. 34659D10 SCHEDULE 13D PAGE 2 OF 16 PAGES
- ------------------ ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, Inc.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,006,345
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,006,345
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,006,345
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC
- --------------------------------------------------------------------------------
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- ------------------ ------------------
CUSIP NO. 34659D10 SCHEDULE 13D PAGE 3 OF 16 PAGES
- ------------------ ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Management Corporation
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
435,178
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
435,178
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
435,178
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.9%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------ ------------------
CUSIP NO. 34659D10 SCHEDULE 13D PAGE 4 OF 16 PAGES
- ------------------ ------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Corporation
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
571,167
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
571,167
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
571,167
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
BD
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the common stock, $.01 par value (the "Common
Stock") of Forstmann & Company, Inc., a Georgia corporation ("Forstmann"). The
principal executive offices of Forstmann are located at 1185 Avenue of the
Americas, New York, NY 10036. Pursuant to an order of the United States
Bankruptcy Court for the Southern District of New York, dated July 9, 1997, the
First Amended Plan of Reorganization of Forstmann & Company, Inc. under Chapter
11 of the Bankruptcy Code (the "Plan") was confirmed. Pursuant to the Plan and
as of July 23, 1997 (the "Effective Date"), among other things, (a) the existing
common stock, par value $.001 per share, of Forstmann (the "Old Common Stock")
was canceled and (b) record holders of Allowed Claims (as defined in the Plan)
in Class 5 (as defined in the Plan) became entitled to receive shares of Common
Stock, a new class of common stock of Forstmann. Forstmann has apparently taken
the position that it is unnecessary to amend its current registration statement
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
effect registration of the Common Stock even though the Common Stock has a
different par value from the Old Common Stock.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by (a) Credit Suisse First Boston
Management Corporation ("CSFBMC"), a Delaware corporation, as the beneficial
owner of 435,178 shares of Common Stock, (b) Credit Suisse First Boston
Corporation ("CSFBC"), a Massachusetts corporation and a broker-dealer
registered under Section 15 of the Exchange Act, as the beneficial owner of
571,167 shares of Common Stock, and (c) Credit Suisse First Boston, Inc.
("CSFBI"), a Delaware corporation, which may be deemed the indirect beneficial
owner of 1,006,345 shares of Common Stock by virtue of its ownership of 100
percent of the outstanding capital stock of CSFBMC and CSFBC. CSFBI, CSFBMC,
and CSFBC are collectively referred to herein as the "Reporting Persons."
The principal business of CSFBI is acting as a holding company. CSFBMC is
a dealer in commercial paper, other exempt securities and derivative products
such as interest rate swaps, and invests in certain other assets. The principal
business of CSFBC is rendering broker dealer and investment banking services.
The principal business address and address of the principal office of each of
the Reporting Persons is 11 Madison Avenue, New York, NY 10010.
The ultimate parent company of CSFBI is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland. The principal business of CSG
is acting as a holding company for a group of companies in the financial
services and energy businesses. CSG's principal business address and the
address of its principal office is Nuschelerstrasse 1, CH-8070 Zurich,
Switzerland. CSG, for purposes of federal securities laws, may be deemed
ultimately to control CSFBI. CSG, its executive officers and directors, and its
direct and indirect subsidiaries, in addition to the Reporting Persons, may
beneficially own shares of the Common Stock and such shares are not reported in
this statement. CSG disclaims beneficial ownership of shares beneficially owned
by its direct and indirect subsidiaries, including the Reporting Persons. With
regard to the information required for Items 3 through 6 of Schedule 13D with
respect to any Common Stock that may be beneficially owned by the non-U.S.
executive officers and directors of CSG, the Reporting Persons are not aware of
any information required to be disclosed hereunder. However, the Reporting
Persons are still in the process of making reasonable efforts to gather such
information, and the Reporting Persons will amend this Schedule 13D if
appropriate.
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, CSFBMC,
Page 5 of 16 Pages
<PAGE>
CSFBC, and CSG is set forth on Schedule I hereto, which is hereby incorporated
by reference thereto.
Effective as of January 1, 1997, CSG reorganized its corporate structure.
Pursuant to the reorganization, Credit Suisse First Boston ("CSFB"), a direct
subsidiary of CSG, became the sole shareholder of CSFBI. CSFB is a Swiss bank
whose principal business is providing a wide range of financial services to
corporate, institutional, and public sector clients worldwide. CSFB's principal
business address and the address of its principal office is Uetlibergstrasse
231, Uetlihof, CH-8070 Zurich, Switzerland. CSFB, for purposes of federal
securities laws, may be deemed to control CSFBI. CSFB, its executive officers
and directors, and its direct and indirect subsidiaries, in addition to the
Reporting Persons, may beneficially own shares of the Common Stock and such
shares are not reported in this statement. CSFB disclaims beneficial ownership
of shares beneficially owned by its direct and indirect subsidiaries, including
the Reporting Persons.
None of the Reporting Persons, CSFB, CSG, or any of the Reporting Persons'
or CSG's executive officers or directors listed on Schedule I during the last
five years (a) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under the Plan as described in Item 1, CSFBMC and CSFBC became entitled to
receive 435,178 shares and 571,167 shares, respectively, of Common Stock for
Allowed Claims in Class 5 beneficially owned by CSFBMC and CSFBC as of July 23,
1997, the Effective Date.
ITEM 4. PURPOSE OF TRANSACTION
CSFBMC became entitled to receive 435,178 shares of Common Stock, and CSFBC
became entitled to receive 571,167 shares of Common Stock, in the manner
described in Item 3 above. Except as described below and in Item 6, the
Reporting Persons have no plans or proposals that would result in (1) the
acquisition by any person of additional securities of Forstmann or the
disposition of securities of Forstmann; (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Forstmann or any
of its subsidiaries; (3) a sale or transfer of a material amount of assets of
Forstmann or any of its subsidiaries; (4) any change in the present board of
directors or management of Forstmann, 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 Forstmann; (5) any material change in the present capitalization
or dividend policy of Forstmann; (6) any other material change in the business
or corporate structure of Forstmann; (7) changes in the charter, by-laws, or
instruments corresponding thereto of Forstmann, or other actions which may
impede the acquisition of control of Forstmann by any person; (8) any class of
securities of Forstmann 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 Forstmann becoming eligible for termination of registration pursuant to
Section 12(g)(4) of 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
Page 6 of 16 Pages
<PAGE>
considerations discussed below. The Reporting Persons intend to review their
investment in Forstmann on a continuing basis and, depending upon the price and
availability of Common Stock, subsequent developments affecting Forstmann, the
general business and future prospects of Forstmann, 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 Forstmann.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) CSFBMC beneficially owns 435,178 shares of Common Stock, which
constitute 9.9% of the Common Stock estimated to be outstanding as of the
issuance of the shares of Common Stock pursuant to the Plan. CSFBC beneficially
owns 571,167 shares of Common Stock, which constitute 13.0% of the Common Stock
estimated to be outstanding as of the issuance of the shares of Common Stock
pursuant to the Plan. CSFBI may be deemed the indirect beneficial owner of
1,006,345 shares of Common Stock, which constitute 23.0% of the Common Stock
estimated to be outstanding as of the issuance of the shares of Common Stock
pursuant to the Plan, by virtue of its ownership of 100 percent of the
outstanding capital stock of CSFBMC and CSFBC.
(b) CSFBMC, through its ownership of 435,178 shares of Common Stock, and
CSFBI, by virtue of its ownership of 100 percent of the outstanding capital
stock of CSFBMC, may be deemed to share the power to vote or direct the vote and
dispose or direct the disposition of 435,178 shares of Common Stock. CSFBC,
through its ownership of 571,167 shares of Common Stock, and CSFBI, by virtue of
its ownership of 100 percent 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 571,167 shares of Common Stock.
(c) During the past 60 days, the Reporting Persons have not effected any
transactions relating to the Common Stock, except as described in Item 3. To
the knowledge of the Reporting Persons, none of the executive officers or
directors of the Reporting Persons listed on Schedule I hereto has effected any
transaction relating to the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described below, the Reporting Persons do not have any
contract, arrangement, understanding, or relationship with any other person with
respect to any security of Forstmann.
CSFBC is a party to a registration rights agreement (the "Agreement")
by and among Forstmann and certain holders of Common Stock, dated as of the
Effective Date, with respect to the registration of certain shares of Common
Stock. Under the terms of the Agreement, among other things, Forstmann shall
(i) cause to be filed not later than 120 days after the Effective Date a
registration statement (the "Registration Statement") pursuant to Rule 415
promulgated under the Securities Act of 1933, as amended, providing for the
resale of shares of Common Stock held by, among others, CSFBC on a continuous
basis from time to time in the open market or otherwise, provided however, that
Forstmann shall have the right for proper corporate reasons, determined in good
faith by its Board of Directors, to extend such 120 day period to a date not
later than March
Page 7 of 16 Pages
<PAGE>
31, 1998 and (ii) use its reasonable best efforts to have the Registration
Statement declared effective as soon as practicable after such filing.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No Description
- ---------- -----------
99 First Amended Plan of Reorganization of Forstmann & Company,
Inc., as confirmed by the United States Bankruptcy Court for
the Southern District of New York, dated May 14, 1997 (filed
as Exhibit 1 to the Current Report on Form 8-K of Forstmann,
dated July 9, 1997, and incorporated herein by reference
thereto).
* * *
Page 8 of 16 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth herein is true, complete and correct.
Dated: October 16, 1997
CREDIT SUISSE FIRST BOSTON, INC.
By: /s/ Rhonda G. Matty
---------------------------
Name: Rhonda G. Matty
Title: Assistant Secretary
CREDIT SUISSE FIRST BOSTON
MANAGEMENT CORPORATION
By: /s/ Rhonda G. Matty
---------------------------
Name: Rhonda G. Matty
Title: Assistant Secretary
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ Rhonda G. Matty
---------------------------
Name: Rhonda G. Matty
Title: Assistant Secretary
Page 9 of 16 Pages
<PAGE>
SCHEDULE I
CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON, INC.,
CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION,
CREDIT SUISSE FIRST BOSTON CORPORATION, AND CREDIT SUISSE GROUP
None of the persons named in Parts A through C below is a record owner of
any Common Stock. For information regarding the persons named in Part D below,
see Item 2.
A. CREDIT SUISSE FIRST BOSTON, INC.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship
Occupation and Principal
Business of Employer
Hans-Ulrich Doerig, 11 Madison Avenue Chief Executive Officer, Switzerland
Director, Chairman of the New York, NY 10010 Credit Suisse First Boston
Board & Chief Executive
Officer
Brady Dougan, 11 Madison Avenue Managing Director, USA
Director New York, NY 10010 Credit Suisse First Boston
Stephen A.M. Hester, 11 Madison Avenue Chief Financial Officer, UK
Director, Chief Financial New York, NY 10010 Credit Suisse First Boston
Officer
Marc R. Hotimsky, 11 Madison Avenue Managing Director, UK
Director New York, NY 10010 Credit Suisse First Boston
Robert C. O'Brien, 11 Madison Avenue Managing Director, USA
Director New York, NY 10010 Credit Suisse First Boston
Charles Ward III, 11 Madison Avenue Managing Director, USA
Director New York, NY 10010 Credit Suisse First Boston
Allen D. Wheat, 11 Madison Avenue President, Chief Operating USA
Director, President, New York, NY 10010 Officer,
Chief Operating Officer Credit Suisse First Boston
Andrew D. Stone, 11 Madison Avenue Managing Director, USA
Vice President New York, NY 10010 Credit Suisse First Boston
Carlos Onis, 11 Madison Avenue Managing Director & Chief USA
Controller New York, NY 10010 Financial Officer,
Credit Suisse First Boston
Corporation
Stuart Min, 11 Madison Avenue Director & Deputy General USA
Deputy General Counsel New York, NY 10010 Counsel,
Credit Suisse First Boston
</TABLE>
Page 10 of 16 Pages
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) Name and Title (b) Business Address (c) Present Principal (f)Citizenship
Occupation and Principal
Business of Employer
Lori M. Russo, 11 Madison Avenue Vice President & Secretary, USA
Secretary New York, NY 10010 Credit Suisse First Boston
Corporation
Rhonda G. Matty, 11 Madison Avenue Assistant Vice President & USA
Assistant Secretary New York, NY 10010 Assistant Secretary,
Credit Suisse First Boston
Corporation
Lewis H. Wirshba, 11 Madison Avenue Managing Director & USA
Treasurer New York, NY 10010 Treasurer,
Credit Suisse First Boston
Corporation
Anthony J. Cetta, 11 Madison Avenue Managing Director & Senior USA
Director of Taxes New York, NY 10010 Advisor,
Credit Suisse First Boston
Corporation
</TABLE>
B. CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship
Occupation and Principal
Business of Employer
Stephen A.M. Hester, 11 Madison Avenue Chief Financial Officer, UK
Director, Chief Financial New York, NY 10010 Credit Suisse First Boston
Officer
Craig Foster, 11 Madison Avenue Managing Director, USA
Director & Chairman New York, NY 10010 Credit Suisse First Boston
Brady Dougan, 11 Madison Avenue Managing Director, USA
Director New York, NY 10010 Credit Suisse First Boston
Charles C. Ward III, 11 Madison Avenue Managing Director, USA
Director New York, NY 10010 Credit Suisse First Boston
Lori M. Russo, 11 Madison Avenue Vice President & Secretary, USA
Secretary New York, NY 10010 Credit Suisse First Boston
Corporation
Rhonda G. Matty, 11 Madison Avenue Assistant Vice President & USA
Assistant Secretary New York, NY 10010 Assistant Secretary,
Credit Suisse First Boston
Corporation
</TABLE>
Page 11 of 16 Pages
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship
Occupation and Principal
Business of Employer
Benjamin H. Cohen, 11 Madison Avenue Managing Director, USA
Vice President New York, NY 10010 Credit Suisse First Boston
Lewis H. Wirshba, 11 Madison Avenue Managing Director & USA
Treasurer New York, NY 10010 Treasurer,
Credit Suisse First Boston
Diane Manno, 11 Madison Avenue Director & Assistant Treasurer, USA
Assistant Treasurer New York, NY 10010 Credit Suisse First Boston
Carlos Onis, 11 Madison Avenue Managing Director & Chief USA
Vice President & Controller New York, NY 10010 Financial Officer,
Credit Suisse First Boston
Corporation
Anthony J. Cetta, 11 Madison Avenue Managing Director & Senior USA
Vice President & Director New York, NY 10010 Advisor,
of Taxes Credit Suisse First Boston
Corporation
</TABLE>
C. CREDIT SUISSE FIRST BOSTON CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) Name and Title (b) Business Address (c) Present Principal Occupation (f) Citizenship
and Principal Business of
Employer
Allen D. Wheat President, 11 Madison Avenue, President & Chief Operating USA
Chief Executive Officer & New York, NY 10010 Officer, Credit Suisse
Board Member First Boston
Craig H. Foster, Managing 11 Madison Avenue, Managing Director, Credit USA
Director & Board Member New York, NY 10010 Suisse First Boston
Brady W. Dougan, Managing 11 Madison Avenue, Managing Director, Credit USA
Director & Board Member New York, NY 10010 Suisse First Boston
Carlos Onis, Chief 11 Madison Avenue, Controller, Credit Suisse USA
Financial Officer & Board New York, NY 10010 First Boston
Member
Charles G. Ward III, 11 Madison Avenue, Managing Director, Credit USA
Managing Director & Board New York, NY 10010 Suisse First Boston
Member
Richard C. Holbrooke, Vice 11 Madison Avenue, Vice Chairman, Credit USA
Chairman New York, NY 10010 Suisse First Boston
Corporation
</TABLE>
Page 12 of 16 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Ken Miller, Vice 11 Madison Avenue, Vice Chairman, Credit USA
Chairman New York, NY 10010 Suisse First Boston
Corporation
David C. Mulford, Vice 11 Madison Avenue, Chairman, Credit Suisse United Kingdom
Chairman New York, NY 10010 First Boston Europe
Frank J. Decongelio, 11 Madison Avenue, Managing Director, Credit USA
Managing Director & New York, NY 10010 Suisse First Boston
Director of Operations
Lori M. Russo, 11 Madison Avenue, Vice President & Secretary, USA
Vice President & New York, NY 10010 Credit Suisse First Boston
Secretary Corporation
Lewis H. Wirshba, Managing 11 Madison Avenue, Treasurer, Credit Suisse USA
Director & Treasurer New York, NY 10010 First Boston Corporation
Rochelle Pullman, Director & 11 Madison Avenue, Controller, Credit Suisse USA
Controller New York, NY 10010 First Boston Corporation
D. CREDIT SUISSE GROUP
(a) Name (b) Business Address (c) Present Principal Occupation (f) Citizenship
and Principal Business of
Employer
Board of Directors of
Credit Suisse Group:
Rainer E. Gut Credit Suisse Group Chairman of the Board, Switzerland
Postfach 1 Credit Suisse Group
CH-8070 Zurich,
Switzerland
Helmut O. Maucher Nestle S.A. Vice Chairman of the Board, Germany
CH-1800 Vevey, Credit Suisse Group,
Switzerland Chairman of the Board and
CEO, Nestle SA
Ulrich Albers Albers & Co. Partner, Albers & Co. Switzerland
Postfach 4276
CH-8022 Zurich,
CH-8044 Zurich,
Switzerland
Thomas W. Bechler Postfach Chairman of the Board, Switzerland
CH-8700 Kusnacht, Zellweger Luna AG
Switzerland
</TABLE>
Page 13 of 16 Pages
<PAGE>
<TABLE>
<S> <C> <C> <C>
Ulrich Bremi Swiss Re Chairman of the Board, Switzerland
Postfach Swiss RE
CH-8022 Zurich,
Switzerland
Jean-Daniel Cornaz Vetropack Holding Ltd. Vice Chairman and CEO, Switzerland
P.O. Box Vetropack Holding Ltd.
CH-8180 Bulach,
Switzerland
Gianfranco Cotti Studio Legale-Notarile Lawyer Switzerland
Cotti Spiess Brunoni
Pedrazzini
Largo Zorzi 12
CH-6600 Locano,
Switzerland
Arthur Dunkel Boulevard du Theatre 6-4 Former General Manager of Switzerland
CH-1204 Geneva, GATT
Switzerland
Robert L. Geraillard 1, Quai du Mont Blanc Vice Chairman of the Switzerland
P.O. Box 1304 Supervisory Board,
CH-1211 Geneva, TBG 1 Holdings, N.V.
Switzerland
Adolf Gugler Electrowatt Ltd. Chairman of the Board, Switzerland
Postfach Electrowatt Ltd.
CH-8022 Zurich,
Switzerland
Heini Lippuner Novartis Inc. Member of the Board, Switzerland
CH-4002 Basle, Novartis International Inc.
Switzerland
Otto Loepfe Im oberen Tollacher 5 Former President and CEO, Switzerland
CH-8162 Steinmaur, Swissair Group, now Member
Switzerland of the Board of Directors,
Swissair Group
Erich Muller Sulzer Ltd. Executive Vice President, Switzerland
Postfach 414 Sulzer Ltd.
CH-8401 Winterthur,
Switzerland
</TABLE>
Page 14 of 16 Pages
<PAGE>
<TABLE>
<S> <C> <C> <C>
Thomas Schmidheiny Zurcherstrasse 156 Chairman of the Board of Switzerland
CH-8845 Jona, Directors and of the
Switzerland Executive Committee,
"Holderbank" Financiere
Glaris Ltd.
Ernst Schneider Credit Suisse Former Chairman of the Switzerland
Postfach 10 Board of Directors, Bank
CH-8070 Zurich, Leu
Switzerland
Verena Spoerry Claridenstrasse 3 Member of the Council of Switzerland
CH-8810 Horgen, States
Switzerland
Theodor M. Tschopp Alusuisse Lonza Holding Chairman of the Board, Switzerland
Ltd. Alusuisse-Lonza Holding Ltd.
Feldeggstrasse 4
CH-8034 Zurich,
Switzerland
Executive Officers of
Credit Suisse Group:
Lukas Muhlemann Credit Suisse Group Chief Executive Officer, Switzerland
Postfach 1 Credit Suisse Group
CH-8070 Zurich,
Switzerland
Philip M. Colebatch Credit Suisse Asset Executive Board Member, Australia
Management Credit Suisse Group
Beaufort House
15 St. Botolph Street
London, EC3A 7JJ
Klaus Jenny Credit Suisse Private Credit Suisse Private Switzerland
Banking Banking
Postfach 500
CH-8070 Zurich,
Switzerland
Paul Meier Credit Suisse Executive Board Member, Switzerland
Postfach 100 Credit Suisse Group
CH-8070 Zurich,
Switzerland
Hans-Ulrich Doerig Credit Suisse First Boston Executive Board Member, Switzerland
Postfach 800 Credit Suisse Group
CH-8070 Zurich
Switzerland
</TABLE>
Page 15 of 16 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Allen D. Wheat Credit Suisse First Boston Executive Board Member, U.S.A.
11 Madison Avenue Credit Suisse Group
New York, NY 10010-3629
Oswald J. Grubel Credit Suisse First Boston Executive Board Member, Germany
Postfach 800 Credit Suisse Group
CH-8070 Zurich,
Switzerland
Richard E. Thornburgh Credit Suisse Group Chief Financial Officer U.S.A.
Postfach 1
CH-8070 Zurich,
Switzerland
</TABLE>
Page 16 of 16 Pages
