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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
BI INCORPORATED
________________________________________________________________________________
(Name of Issuer)
Common Stock, No Par Value Per Share
________________________________________________________________________________
(Title of Class of Securities)
055467203
_______________________________________________________________
(CUSIP Number)
Christopher Lacovara
111 Radio Circle
Mount Kisco, New York 10549
(914) 241-7430
With a Copy to:
Gregory K. Gale, Esq.
Hunton & Williams
600 Peachtree Street, N.E.
Atlanta, GA 30308-2216
(404) 888-4000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 10, 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 [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP NO. 055467203
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KBII Acquisition Company, Inc. (22-374602020)
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Colorado
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 749,849*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
749,849*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
749,849*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.86%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 055467203
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KBII Holdings, Inc. (22-3746193)
------------------------------------------------------------------------------
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
OWNED BY 749,849*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
749,849*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
749,849*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.86%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 055467203
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KBII Acquisition Company, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
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
OWNED BY 749,849*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
749,849*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
749,849*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.86%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
------------------------------------------------------------------------------
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 055467203
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KBII Management, LLC
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
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
OWNED BY 749,849*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
749,849*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
749,849*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.86%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
00
------------------------------------------------------------------------------
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 055467203
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James A. Kohlberg
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 749,849*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
749,849*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
749,849*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.86%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the common
stock, no par value per share (the "Shares"), of BI Incorporated, a Colorado
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 6400 Lookout Road, Boulder, Colorado 80301.
Item 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this statement are KBII
Acquisition Company, Inc., a Colorado corporation ("Acquisition"), KBII
Holdings, Inc., a Delaware corporation ("Holdings"), KBII Acquisition Company,
L.P., a Delaware limited partnership ("LP"), KBII Management, LLC, a Delaware
limited liability company ("LLC"), and James A. Kohlberg, a United States
citizen ("Kohlberg"). Acquisition, Holdings, LP, LLC and Kohlberg are
hereinafter sometimes referred to as the "Reporting Persons."
The address of the principal business and the principal office of Acquisition
is 111 Radio Circle, Mount Kisco, New York 10549. The name, business address,
present principal occupation or employment and citizenship of each director and
executive officer of Acquisition is set forth on Schedule A. Acquisition is a
wholly owned subsidiary of Holdings and was recently incorporated for the
purpose of making the Offer (as defined in Item 4) and consummating the Merger
(as defined in Item 4).
The address of the principal business and the principal office of Holdings is
111 Radio Circle, Mount Kisco, New York 10549. The name, business, present
principal occupation or employment and citizenship of each director and
executive officer of Holdings is set forth on Schedule B. Holdings is a wholly
owned subsidiary of LP and was recently incorporated for the purpose of forming
Acquisition and, to date, has engaged in no other activities other than those
incidental to such formation, the Offer, the Merger and the Merger Agreement (as
defined in Item 4).
The address of the principal business and the principal office of LP is 111
Radio Circle, Mount Kisco, New York 10549. The name, principal business and
office addresses, principal business and place of organization of each partner
who is denominated as a general partner or who functions as a general partner of
LP is set forth on Schedule C. LP is a private investment fund recently
organized for the purpose of forming Acquisition and Holdings and, to date, has
engaged in no other activities other than those incidental to such formation,
the Offer and the Merger.
The address of the principal business and the principal office of LLC is 111
Radio Circle, Mount Kisco, New York 10549. The name, business address, present
principal occupation or employment and citizenship of each member of LLC is set
forth on Schedule D. LLC is a the sole general partner of LP and was recently
formed for the purpose of forming LP and, to date, has engaged in no other
activities other than those incidental to such formation.
The business address of Kolhberg is 111 Radio Circle, Mount Kisco, New York
10549. Kohlberg is the President of Acquisition and Holdings and the Managing
Member of LLC and has been a principal of Kohlberg & Co., L.L.C., a private
investment firm, for more than the past five years. The business address of
Kohlberg & Co., L.L.C is 111 Radio Circle, Mount Kisco, New York 10549.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the
best knowledge of any of the Reporting Persons, any of the persons set forth on
Schedule A, Schedule B, Schedule C or Schedule D, was convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, none of the Reporting Persons nor, to the best knowledge of any
of the Reporting Persons, any of the persons set forth on Schedule A, Schedule
B, Schedule C or Schedule D, was 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, United States
Federal or State securities laws or finding any violations with respect to such
laws.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
On August 10, 2000, Acquisition, Holdings and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement
contemplates an acquisition of the Issuer by Holdings at a price of $8.25 per
share in cash, which will be effected by (i) a tender offer (the "Offer") by
Acquisition for all of the issued and outstanding Shares (other than the Shares
owned by Holdings or one of its affiliates or held by the Issuer as treasury
stock) and (ii) a merger of Acquisition with and into the Issuer (the "Merger").
The Merger Agreement is attached as Exhibit 1.
On August 10, 2000, Holdings and Acquisition entered into a Stock Voting
and Tender Agreement (the "Voting Agreement") with certain shareholders of the
issuer (the "Management Shareholders"). Pursuant to the Voting Agreement, on the
terms set forth therein, each of the Management Shareholders has agreed to
tender and not withdraw his or her Shares in the Offer and to vote his or her
Shares in favor of the Merger Agreement and the Merger at any meeting of the
Issuer's shareholders called for that purpose. In addition, each of the
Management Shareholders has granted Holdings and Acquisition a proxy to vote his
Shares in favor of the Merger Agreement and the Merger. As of August 10, 2000,
the Management Shareholders beneficially owned 749,849 Shares (as determined
pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934),
representing 8.86% of the then outstanding Shares. The Voting Agreement is
attached as Exhibit 2.
<PAGE>
Item 5. Interest in Securities of the Company.
(a) See Rows 11 and 13 of the Cover Pages. Except as set forth in this
Item 5(a), none of the Reporting Persons nor, to the best knowledge of any of
the Reporting Persons, any of the persons set forth on Schedule A, Schedule B,
Schedule C or Schedule D, beneficially owns any Shares.
(b) See rows 7 through 10 of the Cover Pages. Each of the Reporting
Persons has, together with the other Reporting Persons and the Management
Shareholders, the shared power to vote or direct the vote and the shared power
to dispose or to direct the disposition of the Shares reported by it or him in
Item 5(a).
(c) Except for the 749,849 Shares subject to the Voting Agreement
described in Item 4, during the past sixty days, none of the Reporting Persons
nor, to the best knowledge of any of the Reporting Persons, any of the persons
set forth on Schedule A, Schedule B, Schedule C or Schedule D has effected any
transactions in the Shares.
(d) To the best knowledge of any of the Reporting Persons, no person other
than the Management Shareholders has the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of, the
Shares reported in Item 5(a).
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except for the arrangements described in Item 4 above, to the best
knowledge of any of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2, or between such persons and any other person, with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following documents are being filed as exhibits to this statement
and are each incorporated herein by reference:
Exhibit 1 - Agreement and Plan of Merger, dated as of August 10, 2000,
by and among KBII Holdings, Inc., KBII Acquisition Company, Inc. and BI
Incorporated.*
Exhibit 2 - Stock Voting and Tender Agreement, dated as of August 10,
2000, by and among KBII Holdings, Inc., KBII Acquisition Company, Inc. and
BI Incorporated.*
Exhibit 3 - Joint Filing Agreement, dated as of August 18, 2000, by and
among KBII Acquisition Company, Inc., KBII Holdings, Inc., KBII Acquisition
Company, L.P., KBII Management, LLC and James A. Kohlberg.
* Incorporated by reference to the Tender Offer Statement on Schedule TO of
Holdings and Acquisition filed with the Securities and Exchange Commission on
August 18, 2000.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 18, 2000 KBII Acquisition Company, Inc.
By:/s/ Christopher Lacovara
----------------------------
Name: Christopher Lacovara
Title: Secretary
Dated: August 18, 2000 KBII Holdings, Inc.
By:/s/ Christopher Lacovara
----------------------------
Name: Christopher Lacovara
Title: Secretary
Dated: August 18, 2000 KBII Acquisition Company, L.P.
By: KBII Management, LLC,
its General Partner
By:/s/ Christopher Lacovara
----------------------------
Name: Christopher Lacovara
Title: Secretary
Dated: August 18, 2000 /s/ James A. Kohlberg
---------------------------------
James A. Kohlberg
<PAGE>
SCHEDULE A
----------
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF ACQUISITION
The following tables set forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Acquisition. Each person has a business address at 111
Radio Circle, Mount Kisco, New York 10549, and is a citizen of the United States
unless a different business address or citizenship is indicated under his or her
name.
Principal Occupation or
Name (Age) Title Employment During the Last Five Years
------------------------- --------- --------------------------------------
James A. Kohlberg (42) President President of KBII Acquisition Company,
Inc. and KBII Holdings, Inc.; Managing
Member of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
Christopher Lacovara (35) Secretary Secretary of KBII Acquisition Company,
Inc. and KBII Holdings, Inc.;
Secretary of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
<PAGE>
SCHEDULE B
----------
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF HOLDINGS
The following tables set forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Holdings. Each person has a business address at 111 Radio
Circle, Mount Kisco, New York 10549, and is a citizen of the United States
unless a different business address or citizenship is indicated under his or her
name.
Principal Occupation or
Name (Age) Title Employment During the Last Five Years
------------------------- --------- --------------------------------------
James A. Kohlberg (42) President President of KBII Acquisition Company,
Inc. and KBII Holdings, Inc.; Managing
Member of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
Christopher Lacovara (35) Secretary Secretary of KBII Acquisition Company,
Inc. and KBII Holdings, Inc.;
Secretary of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
<PAGE>
SCHEDULE C
----------
INFORMATION CONCERNING THE
GENERAL PARTNERS OF LP
The following tables set forth the name, principal business and office
addresses, principal business and place of organization of each partner who is
denominated as a general partner or who functions as a general partner of LP.
Each person has a principal business and office address at 111 Radio Circle,
Mount Kisco, New York 10549, and was organized in the State of Delaware unless a
different address or state of organization is indicated under such person's
name.
Name Title Principal Business
---------------------- --------------- -----------------------------------
KBII Management, LLC General Partner KBII Management, LLC was recently
formed for the purpose of forming
KBII Acquisition Company, L.P. and,
to date, has engaged in no other
activities other than those
incidental to such formation.
<PAGE>
SCHEDULE D
----------
INFORMATION CONCERNING THE
MANAGING MEMBER OF LLC
The following tables set forth the name, business address, present
principal occupation or employment and citizenship of each officer of LLC. Each
person has a business address at 111 Radio Circle, Mount Kisco, New York 10549,
and is a citizen of the United States.
Principal Occupation or
Name (Age) Title Employment During the Last Five Years
-------------------------- --------- --------------------------------------
James A. Kohlberg (42) President President of KBII Acquisition Company,
Inc. and KBII Holdings, Inc.; Managing
Member of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
Christopher Lacovara (35) Vice Secretary of KBII Acquisition Company,
President Inc. and KBII Holdings, Inc.;
Secretary of KBII Management, LLC
(General Partner of KBII Acquisition
Company, L.P., the controlling
shareholder of KBII Holdings, Inc.);
principal of Kohlberg & Co., L.L.C.
[Other?]
