---------------------
| OMB APPROVAL |
|---------------------|
|OMB NUMBER: 3235-0145|
UNITED STATES |EXPIRES: |
SECURITIES AND EXCHANGE COMMISSION | October 31, 2002 |
Washington, D.C. 20549 |ESTIMATED AVERAGE |
|BURDEN HOURS |
|PER RESPONSE ...14.90|
|---------------------|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MascoTech, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, $1.00 per value
------------------------------------------------------------
(Title of Class and Securities)
574670105
------------------------------------------------------------
(CUSIP Number)
Credit Suisse First Boston Equity Partners, L.P.
Credit Suisse First Boston Equity Partners (Bermuda), L.P.
Credit Suisse First Boston U.S. Executive Advisors, L.P.
EMA Partners Fund 2000, L.P.
EMA Private Equity Fund 2000, L.P.
Credit Suisse First Boston Advisory Partners, LLC
Credit Suisse First Boston (Bermuda) Limited
Credit Suisse First Boston
Hemisphere Private Equity Partners, Ltd.
Hemisphere Trust Company Limited
(Name of Persons Filing Statement)
Hartley R. Rogers
Managing Director
Credit Suisse First Boston Private Equity Division
Eleven Madison Avenue
New York, New York 10010
(212) 325-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 28, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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).
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston Equity Partners, L.P.
13-3994124
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 6,247,530 shares of Common Stock,
SHARES par value $1.00
BENEFICIALLY ------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 6,247,530 shares of Common Stock,
par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,247,530 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.2%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston Equity Partners (Bermuda), L.P.
98-0191048
-----------------------------------------------------------------------------
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
Bermuda
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,746,345 shares of Common Stock,
SHARES par value $1.00
BENEFICIALLY ------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,746,345 shares of Common Stock,
par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,345 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston U.S. Executive Advisors, L.P.
13-3751234
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 5,558 shares of Common Stock,
SHARES par value $1.00
------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 5,558 shares of Common Stock,
WITH par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,558 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
EMA Partners Fund 2000, L.P.
13-4126806
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 533,168 shares of Common Stock,
SHARES par value $1.00
------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 533,168 shares of Common Stock,
WITH par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,168 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.6%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
EMA Private Equity Fund 2000, L.P.
13-4126805
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 343,139 shares of Common Stock,
SHARES par value $1.00
------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 343,139 shares of Common Stock,
WITH par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,139 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston Advisory Partners, LLC
13-3947082
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10. SHARED DISPOSITIVE POWER
8,875,740 shares of Common Stock,
par value $1.00
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,875,740 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.8%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IA
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston (Bermuda) Limited (98-0186105)
13-5015677
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 876,307 shares of Common Stock,
REPORTING par value $1.00
PERSON ------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,307 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Credit Suisse First Boston, on behalf of Credit Suisse First
Boston business unit (CH-0203923549)
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 876,307 shares of Common Stock,
EACH par value $1.00
REPORTING ------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------
10. SHARED DISPOSITIVE POWER
9,053,255 shares of Common Stock,
par value $1.00
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,053,255 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON BK, HC, OO
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Hemisphere Private Equity Partners, Ltd.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 7,999,433 shares of Common Stock,
EACH par value $1.00
REPORTING ------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,999,433 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
SCHEDULE 13D
CUSIP No. 574670105
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Hemisphere Trust Company Limited
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 7,999,433 shares of Common Stock,
EACH par value $1.00
REPORTING ------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,999,433 shares of Common Stock, par value $1.00
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
the Common Stock, $1.00 par value per share (the "Common Stock") of
MascoTech, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 21001 Van Born Road, Taylor,
Michigan 48140.
This Schedule 13D is being filed due to the recent acquisition (as
described below in Item 3) of shares of Common Stock of the Issuer in
connection with the recapitalization (the "Recapitalization") of the Issuer
pursuant to the merger of Riverside Acquisition Corporation with and into
the Issuer on November 28, 2000 in accordance with the terms of the
Recapitalization Agreement, dated as of August 1, 2000, as amended, between
MascoTech, Inc. and Riverside Acquisition Corporation. The
Recapitalization, the Recapitalization Agreement and the transactions
contemplated thereby are more fully described in MascoTech's Statement on
Schedule 13E-3 and Definitive Proxy Statement on Schedule 14A, each
previously filed with the Securities and Exchange Commission (the
"Commission") on October 26, 2000 and incorporated by reference into this
Schedule 13D.
Item 2. Identity and Background.
This Schedule 13D is being filed by the following entities (each
of which is a "Reporting Person" and together, the "Reporting Persons"):
(1) Credit Suisse First Boston Equity Partners, L.P., a Delaware
limited partnership ("CSFBEP"),
(2) Credit Suisse First Boston Equity Partners (Bermuda), L.P., a
Bermuda limited partnership ("CSFBEP Bermuda"),
(3) Credit Suisse First Boston U.S. Executive Advisors, L.P., a
Delaware limited partnership ("CSUSEA"),
(4) EMA Partners Fund 2000, L.P., a Delaware limited partnership
("EMA Partners"),
(5) EMA Private Equity Fund 2000, L.P., a Delaware limited
partnership ("EMA Private Equity" and together with CSFBEP,
CSFBEP Bermuda, CSUSEA, and EMA Partners, the "CSFB Funds"),
(6) Credit Suisse First Boston Advisory Partners, LLC, a Delaware
limited liability company ("CSFB Advisory Partners") and
investment advisor to CSFBEP, CSFBEP Bermuda and CSUSEA,
(7) Credit Suisse First Boston (Bermuda) Limited, a Bermuda company
limited by shares ("CSFB Bermuda Limited"), the general partner of
EMA Partners and EMA Private Equity,
(8) Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf
of itself and its subsidiaries, including CSFB Advisory Partners,
CSFB Bermuda Limited, Credit Suisse First Boston, Inc. ("CSFBI"),
a Delaware corporation, Credit Suisse First Boston (USA) Inc.
("CSFB-USA"), a Delaware corporation, Merchant Capital, Inc.
("MCI"), a Delaware corporation, Merchant Holding, Inc. ("MHI"), a
Delaware corporation, Credit Suisse First Boston Merchant, Inc.
("CSFBMI"), a Delaware corporation, Credit Suisse First Boston
Management Corporation ("CSFBMC"), a Delaware corporation, and
Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts
corporation and a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the
extent that they constitute part of the Credit Suisse First Boston
business unit (the "CSFB Business Unit"),
(9) Hemisphere Private Equity Partners, Ltd., a Bermuda company
limited by shares ("Hemisphere"), the general partner of CSFBEP,
CSFBEP Bermuda and CSUSEA, and
(10) The Hemisphere Private Equity Partners Charitable Trust, a trust
created pursuant to the laws of Bermuda ("Hemisphere Trust") and
sole beneficial owner of Hemisphere.
The CSFB Funds and MCI are the holders of the shares of Common
Stock reported herein. The principal business and office of each of the
CSFB Funds, CSFB Advisory Partners and CSFB Bermuda Limited is Eleven
Madison Avenue, New York, New York 10010.
Pursuant to investment advisory agreements with CSFBEP, CSFBEP
Bermuda and CSUSEA, CSFB Advisory Partners makes all investment decisions
for these three CSFB Funds, including the decision to buy, sell or hold
securities which comprise the assets of each of the CSFB Funds. In
addition, each of EMA Partners and EMA Private Equity must invest in and
dispose of its portfolio securities pro rata and simultaneously with CSFBEP
pursuant to its limited partnership agreement. Thus, CSFB Advisory Partners
may be deemed to be the beneficial owner of the shares of Common Stock
owned by the CSFB Funds. CSFB Advisory Partners is a wholly-owned
subsidiary of the Bank. The investment committee of CSFB Advisory Partners
that oversees the investment decisions made for the CSFB Funds includes
employees of the Private Equity Division ("Private Equity Division") of the
CSFB Business Unit. The Private Equity Division reports directly to a board
of directors of Credit Suisse First Boston Private Equity ("CSFBPE"), a
wholly--owned subsidiary of Credit Suisse Group ("CSG"). Such board of
directors is comprised in part of executive officers of CSG; both CSG and
CSFBPE are corporations formed under the laws of Switzerland.
CSFB Bermuda Limited is the general partner of each of EMA
Partners and EMA Private Equity and thus manages and controls the affairs
of EMA Partners and EMA Private Equity, which, unlike the other CSFB Funds,
are not advised in their investment decisions by CSFB Advisory Partners.
However, pursuant to its respective limited partnership agreement, each of
EMA Partners and EMA Private Equity must invest in and dispose of its
portfolio securities pro rata and simultaneously with CSFBEP. CSFB Bermuda
Limited is a subsidiary of the Bank.
The CSFB Business Unit is engaged in corporate and investment
banking, trading (equity, fixed income and foreign exchange), private
equity investment and derivatives businesses on a worldwide basis. The Bank
and its subsidiaries engage in other separately managed activities, most of
which constitute the independently operated Credit Suisse Asset Management
business unit, which provides asset management and investment advisory
services to institutional investors worldwide. The address of the Bank's
principal business and office is Uetlibergstrasse 231, P.O. Box 900,
CH--8045 Zurich, Switzerland.
The Bank owns directly a majority of the voting stock, and all of
the non-voting stock of CSFBI. The ultimate parent company of the Bank and
CSFBI, and the direct owner of the remainder of the voting stock of CSFBI,
is CSG. CSFBI owns 100 percent of the voting stock of CSFB-USA. CSFBC is a
wholly-owned subsidiary of CSFB-USA. CSFB Bermuda Limited is a wholly-owned
subsidiary of CSFBC.
MCI is a wholly-owned direct subsidiary of MHI, which is a
wholly-owned direct subsidiary of CSFBMBI, which is a wholly-owned
subsidiary of CSFBMC. CSFBMC is a wholly owned subsidiary of CSFBI.
The principal business of CSG is acting as a holding company for a
global financial services group with five distinct specialized business
units that are independently operated. In addition to the two business
units referred to above, CSG and its subsidiaries (other than the Bank and
its subsidiaries) are comprised of (a) the Credit Suisse Private Banking
business unit that engages in global private banking business, (b) the
Credit Suisse business unit that engages in the Swiss domestic banking
business and (c) the Winterthur business unit that engages in the global
insurance business. CSG's business address is Paradeplatz 8, CH-8001,
Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be
deemed ultimately to control the Bank and the CSFB Business Unit (including
the Private Equity Division). Due to the separate management and
independent operation of its business units, CSG disclaims beneficial
ownership of shares of Common Stock that may be beneficially owned by its
direct and indirect subsidiaries other than the CSFB Business Unit, CSFB
Advisory Partners and CSFB Bermuda Limited. To the best of its knowledge,
CSG and its executive officers and directors do not beneficially own shares
of Common Stock other than as reported in this Schedule l3D. CSG hereby
undertakes to amend this Schedule 13D, if necessary, to include any
material information required by Items 2 through 6 of Schedule 13D with
respect to any shares of Common Stock that may be beneficially owned by
executive officers or directors of CSG.
Hemisphere is the general partner of CSFBEP, CSFBEP Bermuda and
CSUSEA and, other than the investment activities for which CSFB Advisory
Partners is responsible, thus manages and controls the affairs of these
three CSFB Funds. Hemisphere is engaged in the business of acting as
general partner to collective investment vehicles organized as limited
partnerships. Hemisphere's business address is Hemisphere House, Nine
Church Street, Hamilton HMll, Bermuda. Hemisphere is controlled by
Hemisphere Trust, a trust created for the purpose of acting as beneficial
owner of Hemisphere. The business address of Hemisphere Trust is:
Hemisphere House, Nine Church Street, Hamilton HM11, Bermuda. The
Hemisphere Trust Company Limited is the trustee of Hemisphere Trust and is
an indirect, wholly-owned subsidiary of Mutual Risk Management Ltd., a
Bermuda company limited by shares. Mutual Risk Management Ltd. is an
international risk management company whose principal business address is:
44 Church Street, Hamilton HM12, Bermuda. To the extent that The Hemisphere
Trust Company Limited controls Hemisphere in its capacity as trustee of
Hemisphere Trust, Mutual Risk Management Ltd. is the ultimate parent
company of Hemisphere.
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 each of CSG, the
CSFB Business Unit, CSFBI, CSFB-USA, CSFBC, CSFB Advisory Partners, CSFB
Bermuda Limited, Hemisphere and Hemisphere Trust Company Limited are set
forth on Schedules I-XIII which is incorporated herein by reference. None
of the CSFB Funds has any officers or directors separate from the officers
and directors of its general partner.
None of the Reporting Persons, any of the executive officers or
directors of such persons, CSG, CSFBI, CSFB-USA, CSFBC or, to the best of
their knowledge, any of their executive officers or directors, in each case
which are listed on Schedules I-XIII, 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, U.S. Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired a beneficial ownership interest in
the shares of Common Stock on November 28, 2000 in the Recapitalization
pursuant to which Riverside Acquisition Corporation was merged (the
"Merger") with and into the Issuer, with the Issuer surviving. Immediately
prior to the Merger, each of the CSFB Funds entered into a Subscription
Agreement, dated as of November 28, 2000, between Riverside Acquisition
Corporation and the applicable CSFB Fund, pursuant to which each CSFB Fund
subscribed for shares of common stock of Riverside Acquisition Corporation
in exchange for cash. Collectively, the CSFB Funds contributed an aggregate
of $150,000,006.00 to Riverside Acquisition Corporation in exchange for an
aggregate of 8,875,740 shares of common stock of Riverside Acquisition
Corporation. The shares of common stock of Riverside Acquisition
Corporation so subscribed were converted into shares of Common Stock
pursuant to the Merger. The cash consideration for the shares of common
stock of Riverside Acquisition Corporation came from funds available for
investment of each of the CSFB Funds.
In addition, in connection with the Recapitalization, MCI acquired
177,515 shares of Common Stock at a price of $16.90 per share.
Item 4. Purpose of Transaction.
The CSFB Funds have acquired the shares of Common Stock for
investment. The CSFB Funds intend to review from time to time the Issuer's
business affairs and financial position. Based on such evaluation and
review, as well as general economic and industry conditions existing at the
time, the CSFB Funds may consider from time to time various alternative
courses of action. Subject to the Shareholders Agreement (as described in
Item 6), such actions may include the acquisition of additional shares of
Common Stock through the exercise of preemptive rights, privately
negotiated transactions, open market purchases, if and when applicable, or
otherwise. Alternatively, such actions may involve the sale of all or a
portion of the shares of Common Stock owned by the CSFB Funds in privately
negotiated transactions, through a public offering or in open market
transactions, if and when applicable, or otherwise. Except as set forth
above, the CSFB Funds have no plans or proposals which relate to or would
result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. Under the terms of the Shareholders
Agreement, for so long as the CSFB Funds retain a number of shares of
Common Stock equal to at least a majority of the shares of Common Stock
owned by the CSFB Funds immediately following the Recapitalization, CSFBEP
has the right to designate one member of the Board of Directors of the
Issuer. In addition, under the terms of the Shareholders Agreement, for so
long as CSFBEP retains a number of shares of Common Stock equal to at least
25 per cent of the shares of Common Stock owned by CSFBEP immediately
following the Recapitalization, CSFBEP has the right to send one
representative to attend all meetings of the Board of Directors, including
all committees thereof, solely in a non-voting observer capacity.
Item 5. Interest in Securities of the Issuer.
(a) The CSFB Funds have acquired and, for the purpose of Rule
13d-3 promulgated under the Exchange Act, beneficially own, 8,875,740
shares of Common Stock, representing approximately 25.8% of the outstanding
shares of Common Stock as of November 28, 2000. The individual holdings of
the CSFB Funds are as follows: (i) CSFBEP - 6,247,530 shares of Common
Stock, representing approximately 18.2% beneficial ownership of Common
Stock; (ii) CSFBEP Bermuda - 1,746,345 shares of Common Stock representing
approximately 5.1% beneficial ownership of Common Stock; (iii) CSUSEA -
5,558 shares of Common Stock, representing less than 1% beneficial
ownership of Common Stock; (iv) EMA Partners - 533,168 shares of Common
Stock representing approximately 1.6% beneficial ownership of Common Stock;
and (v) EMA Private Equity - 343,139 shares of Common Stock representing
approximately 1.0% beneficial ownership of Common Stock.
As described in Item 2, CSFB Advisory Partners may be deemed to
beneficially own the 8,875,740 shares of Common Stock held by the CSFB
Funds, representing approximately 25.8% beneficial ownership of Common
Stock.
As described in Item 2, CSFB Bermuda Limited as the general
partner of EMA Partners and EMA Private Equity may be deemed to be the
beneficial owner of the 876,307 shares of Common Stock held by EMA Partners
and EMA Private Equity, collectively, representing 2.5% beneficial
ownership of Common Stock.
As described in Item 2, the CSFB Business Unit, by virtue of the
Bank's 100 percent indirect ownership of CSFB Advisory Partners and
indirect ownership of MCI, may be deemed to beneficially own 9,053,255
shares of Common Stock, representing approximately 26.3% beneficial
ownership of Common Stock.
Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and
CSUSEA, and Hemisphere Trust, as the 100 percent owner of Hemisphere, may
be deemed to beneficially own the 7,999,433 shares of Common Stock held by
the three funds, representing approximately 23.3% beneficially ownership of
Common Stock.
The foregoing percentages are based on 34,384,053 shares of Common
Stock of MascoTech outstanding on November 28, 2000 immediately following
the recapitalization, assuming vesting of all restricted stock awards. The
foregoing percentages are subject to increase based on holders of
outstanding restricted stock of MascoTech electing to receive cash in lieu
of restricted stock in accordance with the restricted stock incentive
plans.
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
persons named in Schedules I-XIII hereto owns beneficially any shares of
Common Stock.
(b) The CSFB Funds have sole power to vote or dispose of 8,875,740
shares of Common Stock. These shares constitute approximately 25.8% of the
voting power of the Issuer as of November 28, 2000.
Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and
CSUSEA, and Hemisphere Trust, as the 100 percent owner of Hemisphere, may
be deemed to beneficially own 7,999,433 shares of Common Stock held by
these three funds.
CSFB Bermuda Limited, as the general partner of EMA Partners and
EMA Private Equity, and the CSFB Business Unit, by virtue of the Bank's
indirect majority ownership of CSFB Bermuda Limited, may be deemed to share
voting power with each of EMA Partners and EMA Private Equity over the
533,168 and 343,139 shares of Common Stock held by each of EMA Partners and
EMA Private Equity, respectively. In addition, the CSFB Business Unit, by
virtue of the Bank's 100 percent ownership of CSFB Advisory Partners, and
CSFB Advisory Partners may be deemed to share the power to dispose or
direct the disposition of 8,875,740 shares of Common Stock held by the CSFB
Funds. Also, the CSFB Business Unit, by virtue of the Bank's indirect
ownership of MCI, may be deemed to share with MCI the power to vote and
dispose 177,515 shares of Common Stock held by MCI.
(c) During the past 60 days, no transactions in the shares of
Common Stock have been effected by any of the Reporting Persons nor, to the
best knowledge of any of the Reporting Persons, by any of the individuals
listed in Schedules I-XIII. During the past 60 days CSFBC has effectuated
167 transactions in the shares of Common Stock in the index arbitrage
account (program trading) in the ordinary course of business, purchasing
and selling shares of Common Stock at prices ranging from $15.43 to $17.00.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
On November 28, 2000, the CSFB Funds entered into a Shareholders
Agreement with the Issuer and certain other holders of shares of Common
Stock, pursuant to which: (a) the CSFB Funds were granted preemptive rights
with respect to future issuances of equity securities by the Issuer or
subsidiaries of the Issuer (subject to certain exceptions); (b) each of the
CSFB Funds agreed that its shares of Common Stock would be subject to
certain restrictions on transfer; (c) the CSFB Funds were granted certain
rights to obtain information regarding the business and operations of the
Issuer; (d) the CSFB Funds were granted certain rights to participate in
the management of the Issuer and otherwise monitor their equity investment
in the Issuer (including pursuant to (x) the right of CSFBEP to designate a
member of the Board of Directors of the Issuer and (y) the requirement that
the Issuer obtain the approval of designated representatives of CSFBEP
prior to taking specified actions deemed "Material Events" under the
Shareholders Agreement); and (e) the Issuer granted the CSFB Funds
customary demand and piggy-back registration rights.
The brief description of the Shareholders Agreement and the rights
of the CSFB Funds thereunder is not intended to be complete and is
qualified in its entirety by reference to the Shareholders Agreement, which
is annexed hereto as Exhibit 3, which is incorporated herein by reference.
CSFBC provided investment advisory services in connection with the
Recapitalization and received a customary fee for such services, which fee
was paid by the Issuer.
Except for the Shareholders Agreement described above and the fee
arrangement described in the preceding paragraph, except as described in
Item 2 and Item 5 of this Schedule 13D, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item
2, and any other person, with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, options, puts, calls, guarantees
of loans, guarantees against loss or of profit, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Definitive Proxy Statement of
MascoTech, Inc. Filed with the
Commission on October 26, 2000 and
incorporated by reference herein.
Exhibit 2: Schedule 13E-3 of MascoTech, Inc.
Filed with the Commission on October
26, 2000 and incorporated by reference
herein.
Exhibit 3: Shareholders Agreement dated as of
November 28, 2000 by and among
MascoTech, Inc., Masco Corporation,
Richard Manoogian, Richard and Jane
Manoogian Foundation, Heartland
Industrial Partners, L.P., Heartland
Industrial Partners (E1), L.P.,
Heartland Industrial Partners (FF),
L.P., Heartland Industrial Partners
(K1), Heartland Industrial Partners
(C1), L.P., LongPoint Capital Fund,
L.P., LongPoint Capital Partners,
L.L.C., CRM 1999 Enterprise Fund,
L.L.C., Kleinwort Benson Holdings,
Inc., 75 Wall Street Associates L.L.C.,
Metropolitan Life Insurance Company,
First Union Capital Partners, L.L.C.,
GE Capital Equity Investments, Inc.,
Credit Suisse First Boston U.S.
Executive Advisors, L.P., Credit Suisse
First Boston Equity Partners, L.P., EMA
Partners Fund 2000, L.P., EMA Private
Equity Fund 2000, L.P., Merchant
Capital, Inc., BancBoston Capital Inc.,
and Private Equity Portfolio Fund II,
L.L.C.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON
EQUITY PARTNERS, L.P.
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON
EQUITY PARTNERS (BERMUDA), L.P.
By: /s/ Hartley R. Rogers
-----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
EMA PARTNERS FUND 2000, L.P.
By: /s/ Hartley R. Rogers
-----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
EMA PRIVATE EQUITY FUND 2000, L.P.
By: /s/ Hartley R. Rogers
------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON U.S.
EXECUTIVE ADVISORS, L.P.
By: /s/ Hartley R. Rogers
-----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON
ADVISORY PARTNERS, LLC
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Managing Director
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON,
acting solely on behalf of
the Credit Suisse First Boston
Business Unit
By: /s/ David A. DeNunzio
-----------------------------
Name: David A. DeNunzio
Title: Managing Director
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
CREDIT SUISSE FIRST BOSTON
(BERMUDA)LIMITED
By: /s/ David A. DeNunzio
----------------------------
Name: David A. DeNunzio
Title: Chief Executive
Officer and
President
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
HEMISPHERE PRIVATE EQUITY
PARTNERS, LTD.
By: /s/ Marty Brandt
----------------------------
Name: Marty Brandt
Title: Director
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: December 7, 2000
HEMISPHERE PRIVATE EQUITY
PARTNERS CHARITABLE TRUST
By: Hemisphere Trust Company
Limited in its capacity as
trustee
By: /s/ Marty Brandt
---------------------------
Name: Marty Brandt
Title: Director
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE GROUP
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Credit Suisse
Group are set forth below. Except as indicated below, (i) the individual's
business address is P.O. Box 1, 8070 Zurich, Switzerland, (ii) each
occupation set forth opposite an individual's name refers to Credit Suisse
Group and (iii) all of the persons listed below are citizens of
Switzerland.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF
NAME AND BUSINESS ADDRESS OF DIRECTORS EMPLOYER
----------------------------------------- ---------------------------------------------
<S> <C>
Lukas Muhlemann - Chairman............................. Chairman of the Board and Chief Executive Officer of
Credit Suisse Group
Peter Brabeck-Letmathe - Vice-Chairman................. Vice-Chairman of the Board and Chief Executive
Nestle SA, 1800 Vevey, Switzerland Officer of Nestle SA
Dr. Thomas W. Bechtler................................. Chairman of the Board of Zellweger Luwa AG
Zellweger Luwa AG, Wilstrasse 11, 8610
Uster, Switzerland
Philippe Bruggisser.................................... President and Chief Executive Officer of SAirGroup
SairGroup, 8058 Zurich Airport,
Switzerland
Dr. Marc-Henri Chaudet................................. Attorney-at-Law
Avenue Paul-Ceresole 3, P.O. Box 908
1800 Vevey, Switzerland
Gerald Clark........................................... Vice-Chairman of the Board and Chief Investment
Metropolitan Life Insurance Company, Officer of Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010
USA
Prof. Dr. Arthur W. Dunkel............................. Former General Manager of GATT
56, Rue du Stand, 1204 Geneva,
Switzerland
John M. Hennessy....................................... Chairman Private Equity of Credit Suisse First Boston
Eleven Madison Avenue, New York, NY
10010 USA
Walter B. Kielholz..................................... Chief Executive Officer of Swiss Re
Swiss Re, Mythenquai 50/60,
8022 Zurich, Switzerland
Lionel I. Pincus....................................... Chairman and Chief Executive Officer of E.M. Warburg,
E.M. Warburg, Pincus & Co., LLC, Pincus & Co.
466 Lexington Avenue, New York, NY
10017 USA
Thomas M. Schmidheiny.................................. Chairman of the Board and of the Executive Committee
"Holderbank" Financiere Glaris Ltd., of "Holderbank" Financiere Glaris Ltd.
Zurcherstrasse 156, 8645 Jona,
Switzerland
Verena Spoerry......................................... Member of the Council of States
Giesshubelstrasse 45,
8045 Zurich, Switzerland
Aziz R. D. Syriani..................................... President and Chief Operating Officer of The Olayan
The Olayan Group, 111 Poseidonos Group
Avenue, P.O. Box 70028, Glyfada,
Athens 17610, Greece
Dr. Daniel L. Vasella.................................. Chairman and Chief Executive Officer of Novartis AG
Novartis AG, 4002 Basel, Switzerland
With respect to the members of the Board of Directors, Mr. Brabeck-Letmathe
is a citizen of Austria, Messrs. Clark, Hennessy and Pincus are citizens of
the United States of America, and Mr. Syriani is a citizen of Canada.
</TABLE>
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS OF EXECUTIVE PRESENT PRINCIPAL OCCUPATION INCLUDING
OFFICERS NAME OF EMPLOYER
-------------------------------------- --------------------------------------
<S> <C>
Lukas Muhlemann ....................................... Chief Executive Officer
Dr. Hans-Ulrich Doerig................................. Vice Chairman of the Executive Board, Chief Risk
Officer
Philip Keebler Ryan.................................... Chief Financial Officer
Rolf Dorig............................................. Chief Executive Officer of Credit Suisse Banking
Credit Suisse, P.O. Box 100,
8070 Zurich, Switzerland
Oswald Jurgen Grubel................................... Chief Executive Officer of Credit Suisse Private
Credit Suisse Private Banking, Banking
P.O. Box 500, 8070 Zurich, Switzerland
Allen D. Wheat......................................... Chief Executive Officer of Credit Suisse First Boston
Eleven Madison Avenue, New York, NY
10010 USA
Richard Edward Thornburg............................... Vice Chairman of the Executive Board of Credit Suisse
Eleven Madison Avenue, New York, NY First Boston
10010 USA
Phillip Maxwell Colebatch ............................. Chief Executive Officer of Credit Suisse Asset
Credit Suisse Asset Management, Management
Beaufort House, 15 St. Botolph Street,
London EC3A 7JJ United Kingdom
Dr. Thomas Peter Wellauer ............................. Chief Executive Officer of Credit Suisse Financial
Credit Suisse Financial Services, P.O. Services
Box 2, 8070 Zurich, Switzerland
With respect to the Executive Board/Executive Officers of Credit Suisse
Group, Mr. Colebatch is a citizen of Australia, Mr. Grubel is a citizen of
Germany, and Messrs. Thornburgh, Ryan and Wheat are citizens of the United
States of America.
</TABLE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON BUSINESS UNIT
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston Business Unit are set forth below. If no business
address is given the director's or officer's business address is Eleven
Madison Avenue, New York, NY 10010. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to the Credit
Suisse First Boston Business Unit. Unless otherwise indicated below, all of
the persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
-------------------------- --------------------------------------------------------
Directors and Executive Officers
<S> <C>
Allen D. Wheat......................................... Chief Executive Officer, Credit Suisse First Boston
Chairman and member of the Executive Board, Credit Suisse
Group
Brady W. Dougan........................................ Managing Director, Credit Suisse First Boston
Board Member Corporation
Stephen A.M. Hester.................................... Chief Financial Officer, Credit Suisse First Boston,
Board Member Inc.
David C. Mulford....................................... Vice Chairman, Credit Suisse First Boston, Inc. and
Board Member Chairman International, Credit Suisse First Boston
Stephen E. Stonefield.................................. Chairman of Pacific Region, Credit Suisse First
Board Member Boston
Uetlibergstrasse 231
P.O. Box 900, CH-8045
Zurich, Switzerland
Charles G. Ward III.................................... Head of Corporate and Investment Banking, Credit
Board Member Suisse First Boston Corporation
David A. DeNunzio...................................... Chief Executive Officer, Private Equity Division
Executive Officer
John M. Hennessy....................................... Chairman, Private Equity Division
Executive Officer
Anthony F. Daddino..................................... Chief Administrative Officer of CSFB Business Unit
Board Member
Hamilton E. James...................................... Co-Head of Investment Banking of CSFB Business Unit
Board Member
Gates H. Hawn.......................................... Head of Financial Services of CSFB Business Unit
Board Member
Bennett Goodman........................................ Managing Director
Board Member Global Head of Leveraged Finance
227 Madison Avenue Fixed Income Division CSFB Business Unit
New York, NY 10011
David S. Moore......................................... Deputy Head of Global Equity
Board Member Trading of CSFB Business Unit
Joe L. Roby............................................ Chairman of CSFB Business Unit
Board Member
Messrs. Hester, Hotimsky and Mulford are British citizens, and Mr. Meyenburg is a citizen of
Switzerland.
</TABLE>
SCHEDULE III
EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON
ADVISORY PARTNERS, LLC
The name, business address, title, present principal occupation or
employment of each of the executive officers of Credit Suisse First Boston
Advisory Partners, LLC are set forth below. If no business address is given
the officer's business address is Eleven Madison Avenue, New York, NY
10010. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to the Credit Suisse First Boston Advisory
Partners, LLC. Unless otherwise indicated below, all of the persons listed
below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
-------------------------- ---------------------------------------------------------
Executive Officers
<S> <C>
David A. DeNunzio...................................... Chief Executive Officer
John M. Hennessy....................................... Chairman
George R. Hornig....................................... Chief Financial and Administrative Officer
Hartley Rogers......................................... Managing Director
Michael Schmertzler.................................... Managing Director
Frederick M.R. Smith................................... Managing Director
Lindsay Hollister...................................... Vice President - General Counsel
</TABLE>
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON (BERMUDA) LIMITED
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Credit Suisse
First Boston (Bermuda) Limited are set forth below. If no business address
is given the director's or officer's business address is Eleven Madison
Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Credit Suisse First Boston
(Bermuda) Limited. Unless otherwise indicated below, all of the persons
listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
--------------------------------------- ---------------------------------------------------------
Directors and Executive Officers
<S> <C>
David A. DeNunzio...................................... Chairman of the Board and President
Joseph F. Huber........................................ Director
David C. O'Leary....................................... Director
Andrew M. Hutcher...................................... Vice President and Chief Legal Officer
Michael B. Radest...................................... Chief Compliance Officer
</TABLE>
SCHEDULE V
DIRECTORS AND EXECUTIVE OFFICERS OF
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Hemisphere
Private Equity Partners, Ltd. are set forth below. If no business address
is given the director's or officer's business address is Hemisphere House,
Nine Church Street, Hamilton HM11, Bermuda. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to
Hemisphere Management Limited, which has the same business address as
Hemisphere Private Equity Partners, Ltd. Unless otherwise indicated below,
all of the persons listed below are citizens of Ireland.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
---------------------------------------- ---------------------------------------------------------
Directors
<S> <C>
Christopher Wetherhill................................. Consultant
Thomas Healy........................................... Chief Operating Officer
Ronan Daly............................................. Executive Vice President
Executive Officers (who are not Directors)
NONE
Mr. Wetherhill is a British citizen.
</TABLE>
SCHEDULE VI
DIRECTORS AND EXECUTIVE OFFICERS OF
HEMISPHERE TRUST COMPANY LIMITED
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Hemisphere
Trust Company Limited are set forth below. If no business address is given
the director's or officer's business address is Hemisphere House, Nine
Church Street, Hamilton HM11, Bermuda. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Hemisphere
Management Limited. Unless otherwise indicated below, all of the persons
listed below are citizens of Ireland.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
--------------------------------- ----------------------------------------------------------
Directors
<S> <C>
Christopher Wetherhill................................. Consultant (British Citizen)
Thomas Healy........................................... Chief Operating Officer
Ronan Daly............................................. Executive Vice President
Margaret Every......................................... Executive Vice President Private Clients (Bermudian
Citizen)
Robert Mulderig........................................ Chairman and Chief Executive Officer of Mutual Risk
Mutual Risk Management Ltd., Management Ltd. (Bermudian Citizen)
44 Church Street, Hamilton, Bermuda
Richard O'Brien........................................ General Counsel to Mutual Risk Management Ltd.
Executive Officers (who are not Directors)
NONE
Mr. Wetherhill is a British citizen and Ms. Every and Mr. Mulderig are citizens of Bermuda.
</TABLE>
SCHEDULE VII
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON CORPORATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston Corporation are set forth below. If no business address
is given the director's or officer's business address is Eleven Madison
Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to the Credit Suisse First
Boston Corporation. Unless otherwise indicated below, all of the persons
listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
David M. Brodsky............................. General Counsel, Credit Suisse First Boston
General Counsel Corporation
Richard F. Brueckner......................... Managing Director of Credit Suisse First Boston
Managing Director Corporation
Michael J. Campbell.......................... Managing Director of Credit Suisse First Boston
Managing Director Corporation
Anthony F. Daddino........................... Chief Administrative Officer of CSFB Business Unit
Managing Director
Frank J. Decongelio, Jr...................... Head of Operations of Credit Suisse First Boston
Chief Operations Officer Corporation
Brady W. Dougan.............................. Head of Equities of CSFB Business Unit
Board Member
Managing Director
D. Wilson Ervin.............................. Head of Strategic Risk Management of Credit Suisse
Managing Director First Boston Corporation
David C. Fisher.............................. Chief Financial Officer of Credit Suisse First
Chief Financial Officer Boston Corporation
Hamilton E. James............................ Co-Head of Investment Banking of CSFB Business Unit
Board Member
Managing Director
Joseph T. McLaughlin......................... Executive Vice President - Legal and Regulatory
Board Member Affairs of CSFB Business Unit
Garrett M. Moran............................. Head of Private Equity of CSFB Business Unit
Managing Director
Robert C. O'Brien............................ Chief Credit Officer of CSFB Business Unit
Managing Director
Carlos Onis.................................. Managing Director, Credit Suisse First Boston
Board Member Corporation
Joe L. Roby.................................. Chairman of CSFB Business Unit
Board Member
Lori M. Russo................................ Secretary
Secretary
Richard E. Thornburgh........................ Vice Chairman of the Executive Board &
Board Member Chief Financial Officer of CSFB Business Unit and
Managing Director Member of the Executive Board of Credit Suisse
Group
Charles G. Ward, III Co-Head of Investment Banking of Credit Suisse
Board Member First Boston
Managing Director
Allen D. Wheat Chairman of the Executive Board & President & Chief
Board Member, President & CEO Executive Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
Lewis H. Wirshba Treasurer of CSFB Business Unit
Treasurer
Managing Director
</TABLE>
SCHEDULE VIII
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON, INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston Business, Inc. are set forth below. If no business
address is given the director's or officer's business address is Eleven
Madison Avenue, New York, NY 10010. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to the Credit
Suisse First Boston Inc. Unless otherwise indicated below, all of the
persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
---------------------------------------------------------- ---------------------------------------------------------------------
Directors and Executive Officers
<S> <C>
Joe L. Roby............................................... Chairman of the Credit Suisse First Boston Business
Board Member Unit
Allen Wheat............................................... Chairman of the Executive Board and President and
President and Chief Executive Chief Officer and Board Member Executive Officer of
the CSFB Business Unit and Member of the Executive
Board of Credit Suisse Group
Anthony F. Daddino........................................ Chief Administrative Officer of the CSFB Business
Chief Financial and Administrative Officer Unit
and Board Member
Brady W. Dougan........................................... Head of Equities of the CSFB Business Unit
Division Head-Equities and Board Member
D. Wilson Ervin........................................... Head of Strategic Risk Management of the CSFB
Head if Strategic Risk Management Business Unit
David C. Fisher........................................... Chief Financial Officer of Credit Suisse First
Chief Financial Officer Boston Corporation
Gatos H. Hawn............................................. Head of Financial Services of the CSFB Business
Head of Financial Services and Unit
Board Member
Stephen A.M. Hester....................................... Head of Fixed Income the CSFB Business Unit
Division Head-Fixed Income and
Board Member
Hamilton E. James......................................... Co-Head of Investment Banking of the CSFB Business
Division Co-Head-Investment Unit
Banking and Board Member
Christopher G. Martin..................................... Head of Technology, Operations and Finance of the
Head of Technology, CSFB Business Unit
Operations and Finance
Joseph T. McLaughlin...................................... Executive Vice President - Legal and Regulatory
General Counsel and Affairs of the CSFB Business Unit
Board Member
Robert C. O'Brien......................................... Chief Credit Officer of the CSFB Business Unit
Chief Credit Officer
Richard E. Thornburgh..................................... Vice Chairman of the Executive Board and Chief
Division Head-Finance, Financial Officer of the CSFB Business Unit and
Administration and Operations Member of the Executive Board of Credit Suisse
and Board Member Group
Charles G. Ward, III...................................... Co-Head of Investment Banking of the CSFB Business
Division Co-Head-Investment Unit
Banking and Board Member
Lewis H. Wirshba.......................................... Treasurer of the CSFB Business Unit
Treasurer
</TABLE>
SCHEDULE IX
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON (USA), INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston (USA), Inc. are set forth below. If no business address
is given the director's or officer's business address is Eleven Madison
Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to the Credit Suisse First
Boston (USA) Inc. Unless otherwise indicated below, all of the persons
listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
Joe L. Roby.................................. Chairman of the Credit Suisse First Boston Business
Board Member Unit
Allen Wheat.................................. Chairman of the Executive Board and President and
President and Chief Executive Chief Officer and Board Member Executive Officer of
the CSFB Business Unit and Member of the Executive
Board of Credit Suisse Group
Anthony F. Daddino........................... Chief Administrative Officer of the CSFB Business
Chief Financial and Administrative Officer Unit
and Board Member
Brady W. Dougan.............................. Head of Equities of the CSFB Business Unit
Division Head-Equities and Board Member
D. Wilson Ervin.............................. Head of Strategic Risk Management of the CSFB
Head if Strategic Risk Management Business Unit
David C. Fisher.............................. Chief Financial Officer of Credit Suisse First
Chief Financial Officer Boston Corporation
Gatos H. Hawn................................ Head of Financial Services of the CSFB Business
Head of Financial Services and Unit
Board Member
Stephen A.M. Hester.......................... Head of Fixed Income of the CSFB Business Unit
Division Head-Fixed Income and
Board Member
Hamilton E. James............................ Co-Head of Investment Banking of the CSFB Business
Division Co-Head-Investment Unit
Banking and Board Member
Christopher G. Martin........................ Head of Technology, Operations and Finance of the
Head of Technology, CSFB Business Unit
Operations and Finance
Joseph T. McLaughlin......................... Executive Vice President - Legal and Regulatory
General Counsel and Affairs of the CSFB Business Unit
Board Member
Robert C. O'Brien............................ Chief Credit Officer of the CSFB Business Unit
Chief Credit Officer
Richard E. Thornburgh........................ Vice Chairman of the Executive Board and Chief
Division Head-Finance, Financial Officer of the CSFB Business Unit and
Administration and Operations Member of the Executive Board of Credit Suisse
and Board Member Group
Charles G. Ward, III......................... Co-Head of Investment Banking of the CSFB Business
Division Co-Head-Investment Unit
Banking and Board Member
Lewis H. Wirshba............................. Treasurer of the CSFB Business Unit
Treasurer
Robert M. Baylis............................. Member of the Board of Directors for various
Board Member unaffiliated companies and organizations
Philip K. Ryan............................... Member of the Executive Board and Chief Financial
Board Member Officer of Credit Suisse Group
Maynard J. Toll, Jr.......................... Retired Investment Banker; Chairman, Edmund S.
Board Member Muskie Foundation; President, Nelson & Toll
Properties, Ltd.
</TABLE>
SCHEDULE X
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston Management Corporation are set forth below. If no
business address is given the director's or officer's business address is
Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to the Credit
Suisse First Boston Management Corporation. Unless otherwise indicated
below, all of the persons listed below are citizens of the United States of
America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
Brady W. Dougan.............................. Head of Equities of CSFB Business Unit
Board Member
Stephen A.M. Hester.......................... Head of Fixed Income of CSFB Business Unit
Board Member
Carlos Onis.................................. Managing Director, Credit Suisse First Boston Corp.
Board Member
Richard E. Thornburgh........................ Vice Chairman of the Executive Board & Chief
Board Member Financial Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
Charles G. Ward, III......................... Co-Head of Investment Banking of CSFB Business Unit
Board Member Managing Director, Credit Suisse First Boston
Corporation
Lewis H. Wirshba............................. Treasurer of CSFB Business Unit
Board Member
Mark Patterson.............................. Vice Chairman, Credit Suisse First Boston Corp.
President
</TABLE>
SCHEDULE XI
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON MERCHANT BANK, INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit
Suisse First Boston Merchant Bank, Inc. are set forth below. If no business
address is given the director's or officer's business address is Eleven
Madison Avenue, New York, NY 10010. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to the Credit
Suisse First Boston Merchant Bank, Inc. Unless otherwise indicated below,
all of the persons listed below are citizens of the United States of
America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
David A. DeNunzio............................ Chief Executive Officer, Private Equity Division
Board Member, President & CEO
John M. Hennessy............................. Chairman, Private Equity Division
Board Member, Chairman of the Board
Charles G. Ward, III......................... Co-Head of Investment Banking of CSFB Business Unit
Board Member Managing Director, Credit Suisse First Boston
Corporation
Allen D. Wheat............................... Chairman of the Executive Board & President & Chief
Board Member Executive Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
Lewis H. Wirshba............................. Treasurer of CSFB Business Unit
Board Member
</TABLE>
SCHEDULE XII
DIRECTORS AND EXECUTIVE OFFICERS OF
MERCHANT CAPITAL, INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Merchant
Capital, Inc. are set forth below. If no business address is given the
director's or officer's business address is Eleven Madison Avenue, New
York, NY 10010. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to Merchant Capital, Inc. Unless
otherwise indicated below, all of the persons listed below are citizens of
the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
David A. DeNunzio............................ Chief Executive Officer, Private Equity Division
Board Member, President & CEO
John M. Hennessy............................. Chairman, Private Equity Division
Board Member, Chairman of the Board
Mark Patterson............................... Vice Chairman, Credit Suisse First Boston
Board Member, Vice President Corporation
Frank Quattrone.............................. Managing Director of International Banking Division
Board Member Head of Global Technology Group of Credit Suisse
First Boston Corporation
Richard E. Thornburgh........................ Vice Chairman of the Executive Board & Chief
Board Member, Vice President Financial Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
Charles G. Ward, III......................... Co-Head of Investment Banking of CSFB Business Unit
Board Member Managing Director, Credit Suisse First Boston
Corporation
Allen D. Wheat............................... Chairman of the Executive Board & President & Chief
Board Member Executive Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
Stephen A.M. Hester.......................... Head of Fixed Income of CSFB Business Unit
Vice President
Andrew M. Hutcher............................ Director and Counsel, Credit Suisse First Boston
Vice President Corporation
David C. O'Leary............................. Managing Director of Global Human Resources CSFB
Vice President Business Unit
Henry Robin.................................. Director of International Banking Division -
Vice President Merchant Banking
George R. Hornig............................. Chief Financial & Administrative Officer, Private
Chief Financial & Administrative Officer Equity Division
</TABLE>
SCHEDULE XIII
DIRECTORS AND EXECUTIVE OFFICERS OF
MERCHANT HOLDING, INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Merchant
Holding, Inc. are set forth below. If no business address is given the
director's or officer's business address is Eleven Madison Avenue, New
York, NY 10010. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to Merchant Holding, Inc. Unless
otherwise indicated below, all of the persons listed below are citizens of
the United States of America.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME OF EMPLOYER
--------------------------------------------- ------------------------------------------------------
Directors and Executive Officers
<S> <C>
David A. DeNunzio............................ Chief Executive Officer, Private Equity Division
Board Member, President & CEO
John M. Hennessy............................. Chairman, Private Equity Division
Board Member, Chairman of the Board
Allen D. Wheat............................... Chairman of the Executive Board & President & Chief
Board Member Executive Officer of CSFB Business Unit and Member
of the Executive Board of Credit Suisse Group
George R. Hornig............................. Chief Financial & Administrative Officer of the
Chief Financial & Administrative Officer Private Equity Division
</TABLE>
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Credit Suisse First Boston Equity
Partners, L.P., a Delaware limited partnership ("CSFB EP"), does hereby
irrevocably make, constitute and appoint each of the hereunder mentioned
persons as its true and lawful attorney-in-fact to represent CSFB EP with
full power of substitution and full power and authority in its name, place
and stead, and with all rights and obligations connected therewith to
execute and deliver for and on behalf of CSFB EP any transaction documents,
certificates, instruments, filings or agreements and to do and perform any
acts whatsoever necessary or advisable in connection with or relating to an
initial or subsequent investment directly or indirectly or advisable in
connection with or relating to an initial or subsequent investment directly
or indirectly in MascoTech, Inc. or any of its subsidiaries or affiliates
(the "Investment"), including, without limitation, executing legal
documentation, appearing at meetings or otherwise acting on CSFB EP's
behalf, provided that any powers of attorney granted by such
attorneys-in-fact in connection herewith shall only be authorized hereunder
if it (i) is limited to a duration of three months or less, (ii) grants
power of attorney only with respect to a specific transaction in connection
with the Investment, and (iii) prohibits the granting of further power of
attorney:
Mr. David A. DeNunzio
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Hartley R. Rogers
This Limited Power of Attorney is coupled with an interest and may
be exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until June 30, 2001, unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the
20th day of July, 2000.
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.
By: Hemisphere Private Equity Partners, Ltd.,
its general partner
By: /s/ Ronan Daly
-------------------------------
Name: Ronan Daly
Title: Director
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Credit Suisse First Boston Equity
Partners (Bermuda), L.P., a Bermuda limited partnership ("CSFB EP
Bermuda"), does hereby irrevocably make, constitute and appoint each of the
hereunder mentioned persons as its true and lawful attorney-in-fact to
represent CSFB EP Bermuda with full power of substitution and full power
and authority in its name, place and stead, and with all rights and
obligations connected therewith to execute and deliver for and on behalf of
CSFB EP Bermuda any transaction documents, certificates, instruments,
filings or agreements and to do and perform any acts whatsoever necessary
or advisable in connection with or relating to an initial or subsequent
investment directly or indirectly or advisable in connection with or
relating to an initial or subsequent investment directly or indirectly in
MascoTech, Inc. or any of its subsidiaries or affiliates (the
"Investment"), including, without limitation, executing legal
documentation, appearing at meetings or otherwise acting on CSFB EP
Bermuda's behalf, provided that any powers of attorney granted by such
attorneys-in-fact in connection herewith shall only be authorized hereunder
if it (i) is limited to a duration of three months or less, (ii) grants
power of attorney only with respect to a specific transaction in connection
with the Investment, and (iii) prohibits the granting of further power of
attorney:
Mr. David A. De Nunzio
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Hartley R. Rogers
This Limited Power of Attorney is coupled with an interest and may
be exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until June 30, 2001, unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Bermuda.
IN WITNESS WHEREOF this Power of Attorney has been executed on the
20th day of July, 2000.
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS
(BERMUDA), L.P.
By: Hemisphere Private Equity Partners, Ltd.,
its general partner
By: /s/ Ronan Daly
------------------------------
Name: Ronan Daly
Title: Director
CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Credit Suisse U.S. Executive
Advisors, L.P., a Delaware limited partnership ("CSFB EA"), does hereby
irrevocably make, constitute and appoint each of the hereunder mentioned
persons as its true and lawful attorney-in-fact to represent CSFB EA with
full power of substitution and full power and authority in its name, place
and stead, and with all rights and obligations connected therewith to
execute and deliver for and on behalf of CSFB EA any transaction documents,
certificates, instruments, filings or agreements and to do and perform any
acts whatsoever necessary or advisable in connection with or relating to an
initial or subsequent investment directly or indirectly in MascoTech, Inc.
or any of its subsidiaries or affiliates (the "Investment"), including,
without limitation, executing legal documentation, appearing at meetings or
otherwise acting on CSFB EA's behalf, provided that any powers of attorney
granted by such attorneys-in-fact in connection herewith shall only be
authorized hereunder if it (i) is limited to a duration of three months or
less, (ii) grants power of attorney only with respect to a specific
transaction in connection with the Investment, and (iii) prohibits the
granting of further power or attorney:
Mr. David A. DeNunzio
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Hartley R. Rogers
This Limited Power of Attorney is coupled with an interest and may
be exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until June 30, 2001, unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the
20th day of July, 2000.
CREDIT SUISSE U.S. EXECUTIVE ADVISORS, L.P.
By: Hemisphere Private Equity Partners, Ltd.,
its general partner
By: /s/ Ronan Daly
------------------------------
Name: Ronan Daly
Title: Director
EMA PARTNERS FUND 2000, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that EMA Partners Fund 2000, L.P., a
Delaware limited partnership ("EMA"), does hereby irrevocably make,
constitute and appoint each of the hereunder mentioned persons as its true
and lawful attorney-in-fact to represent EMA with full power of
substitution and full power and authority in its name, place and stead, and
with all rights and obligations connected therewith to execute and deliver
for and on behalf of EMA any transaction documents, certificates,
instruments, filings or agreements and to do and perform any acts
whatsoever necessary or advisable in connection with or relating to an
initial or subsequent investment directly or indirectly in MascoTech, Inc.
or any of its subsidiaries or affiliates (the "Investment"), including,
without limitation, executing legal documentation, appearing at meetings or
otherwise acting on EMA's behalf, provided that any powers of attorney
granted by such attorneys-in-fact in connection herewith shall only be
authorized hereunder if it (i) is limited to a duration of three months or
less, (ii) grants power of attorney only with respect to a specific
transaction in connection with the Investment, and (iii) prohibits the
granting of further power or attorney:
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Hartley R. Rogers
This Limited Power of Attorney is coupled with an interest and may
be exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until June 30, 2001, unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the
29th day of July, 2000.
EMA PRIVATE EQUITY FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
By: /s/ David A. DeNunzio
-----------------------------------
Name: David A. DeNunzio
Title: Chief Executive Officer and
President
EMA PRIVATE EQUITY FUND 2000, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that EMA Private Equity Fund 2000, L.P.,
a Delaware limited partnership ("EMA"), does hereby irrevocably make,
constitute and appoint each of the hereunder mentioned persons as its true
and lawful attorney-in-fact to represent EMA with full power of
substitution and full power and authority in its name, place and stead, and
with all rights and obligations connected therewith to execute and deliver
for and on behalf of EMA any transaction documents, certificates,
instruments, filings or agreements and to do and perform any acts
whatsoever necessary or advisable in connection with or relating to an
initial or subsequent investment directly or indirectly in MascoTech, Inc.
or any of its subsidiaries or affiliates (the "Investment"), including,
without limitation, executing legal documentation, appearing at meetings or
otherwise acting on EMA's behalf, provided that any powers of attorney
granted by such attorneys-in-fact in connection herewith shall only be
authorized hereunder if it (i) is limited to a duration of three months or
less, (ii) grants power of attorney only with respect to a specific
transaction in connection with the Investment, and (iii) prohibits the
granting of further power or attorney:
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Harley R. Rogers
This Limited Power of Attorney is coupled with an interest and may
be exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until June 20, 2001, unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the
20th day of July, 2000.
EMA PRIVATE EQUITY FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
By: /s/ David A. DeNunzio
----------------------------------
Name: David A. DeNunzio
Title: Chief Executive Officer and
President
