----------------------
| 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/A
Amendment No.1
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)
December 15, 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
7,402,831 shares of Common Stock,
NUMBER OF par value $1.00
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 7,402,831 shares of Common Stock,
WITH par value $1.00
---------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,402,831 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
17.7%
-----------------------------------------------------------------------------
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
2,069,282 shares of Common Stock,
NUMBER OF par value $1.00
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,069,282 shares of Common Stock,
WITH par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,069,282 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
4.9%
-----------------------------------------------------------------------------
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
6,610 shares of Common Stock,
NUMBER OF par value $1.00
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 6,610 shares of Common Stock,
WITH par value $1.00
------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,610 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
533,168 shares of Common Stock,
NUMBER OF par value $1.00
SHARES ------------------------------------------
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
1.3%
-----------------------------------------------------------------------------
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
343,139 shares of Common Stock,
NUMBER OF par value $1.00
SHARES ------------------------------------------
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
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)
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
10,355,030 shares of Common Stock,
par value $1.00
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,355,030 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
24.7%
-----------------------------------------------------------------------------
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
0
NUMBER OF ------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 876,307 shares of Common Stock,
OWNED BY par value $1.00
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
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
2.1%
-----------------------------------------------------------------------------
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
0
NUMBER OF -------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 876,307 shares of Common Stock,
OWNED BY par value $1.00
EACH -------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------
10. SHARED DISPOSITIVE POWER
10,532,545 shares of Common Stock,
par value $1.00
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,532,545 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
25.2%
-----------------------------------------------------------------------------
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
0
NUMBER OF ------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,478,723 shares of Common Stock,
OWNED BY par value $1.00
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,478,723 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
22.7%
-----------------------------------------------------------------------------
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
0
NUMBER OF ------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,478,723 shares of Common Stock,
OWNED BY par value $1.00
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,478,723 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
22.7%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
-----------------------------------------------------------------------------
This statement ("Amendment No.1") amends and supplements the Schedule
13D filed on December 8, 2000 (the "Schedule 13D") by the Reporting Persons
identified in Item 2 of this Amendment No.1 with respect to shares of
common stock, $1.00 par value ("Common Stock") of MascoTech, Inc. (the
"Issuer"). Capitalized terms used and not defined in this Amendment No. 1
shall have the meanings set forth in the Schedule 13D. Except as
specifically provided herein, this Amendment No. 1 does not modify any of
the information previously reported on the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is hereby Amended to add the following information:
The class of equity securities to which the Schedule 13D and this
Amendment No. 1 relate is the Common Stock of the Issuer. The principal
executive offices of the Issuer are located at 21001 Van Born Road, Taylor,
Michigan 48140.
The Schedule 13D was filed due to the acquisition (as described
in Item 3 of the Schedule 13D) 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 the
Schedule 13D.
This Amendment No. 1 is being filed due to the recent acquisition
(described below in Item 3) of additional shares of Common Stock of the
Issuer in connection with the merger of a subsidiary of the Issuer and
Simpson Industries, Inc.(the "Simpson Merger"), as described in Exhibit 99
of the Form 8-K dated December 15, 2000 and filed with the Commission by
the Issuer. That Form 8-K, together with its exhibits, is incorporated
herein by reference.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
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.
As explained in the Schedule 13D, pursuant to investment
advisory agreements with CSFBEP, CSFBEP Bermuda and CSUSEA, CSFB Advisory
Partners makes all investment decisions for these three 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 CSFBEP, CSFBEP Bermuda, and CSUSEA.
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 the Schedule l3D and this Amendment
No. 1.
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.
Item 3 is hereby amended to add the following:
CSFBEP, CSFBEP Bermuda, and CSUSEA acquired a beneficial ownership
interest in additional shares of Common Stock of the Issuer on December 15,
2000 in connection with the Simpson Merger. Each of CSFBEP, CSFBEP Bermuda,
and CSUSEA entered into a Subscription Agreement, dated as of December 15,
2000, between the Issuer and the applicable CSFB fund (each a "Subscription
Agreement"), pursuant to which CSFBEP, CSFBEP Bermuda, and CSUSEA
subscribed for shares of Common Stock of the Issuer in exchange for cash.
Collectively, puruant to the Subscriptions Agreements, CSFBEP, CSFBEP
Bermuda, and CSUSEA contributed an aggregate of $25,000,001 to the Issuer
in exchange for an aggregate of 1,479,290 shares of Common Stock of the
Issuer. The cash consideration for the shares of Common Stock of the Issuer
came from funds available for investment of CSFBEP, CSFBEP Bermuda, and
CSUSEA.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
CSFBEP, CSFBEP Bermuda, and CSUSEA have acquired the additional
shares of Common Stock issued to them in connection with the Simpson Merger
for investment. CSFBEP, CSFBEP Bermuda, and CSUSEA 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, CSFBEP, CSFBEP Bermuda, and CSUSEA may
consider from time to time various alternative courses of action. Subject
to the Shareholders Agreement (as described in Item 6 of the Schedule 13D),
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 CSFBEP, CSFBEP Bermuda, and CSUSEA in
privately negotiated transactions, through a public offering or in open
market transactions, if and when applicable, or otherwise. Except as set
forth above, CSFBEP, CSFBEP Bermuda, and CSUSEA 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. As explained in
the 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.
Item 5 is hereby amended and restated as the follows:
(a) The CSFB Funds have acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially own, 10,355,030 shares of
Common Stock, representing approximately 24.7% of the outstanding shares of
Common Stock as of December 15, 2000.
The individual holdings of the CSFB Funds are as follows: (i) CSFBEP
- 7,402,831 shares of Common Stock, representing approximately 17.7%
beneficial ownership of Common Stock; (ii) CSFBEP Bermuda - 2,069,282
shares of Common Stock representing approximately 4.9% beneficial ownership
of Common Stock; (iii) CSUSEA - 6,610 shares of Common Stock, representing
less than 1% beneficial ownership of Common Stock; (iv) EMA Partners -
533,168 shares of Common Stock representing approximately 1.3% beneficial
ownership of Common Stock; and (v) EMA Private Equity - 343,139 shares of
Common Stock representing less than 1% of beneficial ownership of Common
Stock.
As described in Item 2, CSFB Advisory Partners may be deemed to
beneficially own the 10,355,030 shares of Common Stock held by the CSFB
Funds, representing approximately 24.7% 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 2.1% beneficial ownership of
Common Stock.
As described in Item 2 of the Schedule 13D and this Amendment No.1,
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 10,532,545 shares of Common Stock, representing
approximately 25.2% 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 9,478,723 shares of Common Stock held by
the three Funds, representing approximately 22.7% beneficially ownership of
Common Stock.
The foregoing percentages are based on 41,839,667 shares of Common
Stock of the Issuer outstanding on December 15, 2000 immediately following
the Simpson merger, 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 Item 5(a) in the Schedule 13D and this
Amendment No. 1, 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 10,355,030
shares of Common Stock. These shares constitute approximately 24.7% of the
voting power of the Issuer as of December 15, 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 9,478,723 shares of Common Stock held by the
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 10,355,030 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.
Item 6 is amended and restated as follows:
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. Patience
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.
Pursuant to the Subscription Agreements, the additional shares
acquired by the CSFBEP, CSFBEP Bermuda, and CSUSEA are subject to the
Shareholders Agreement herein described.
Except for the Shareholders Agreement described above and the fee
arrangement described above, except as described in Item 2 and Item 5 of
the Schedule 13D and this Amendment No.1, 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: Subscription Agreement dated as of December 15,
2000 by and between MascoTech, Inc. and Credit
Suisse First Boston U.S. Executive Advisors, L.P.
Exhibit 2: Subscription Agreement dated as of December 15,
2000 by and between MascoTech, Inc. and Credit
Suisse First Boston Equity Partners, L.P.
Exhibit 3: Subscription Agreement dated as of December 15,
2000 by and between MascoTech, Inc. and Credit
Suisse First Boston Equity Partners (Bermuda),
L.P.
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 22, 2000
CREDIT SUISSE FIRST BOSTON
EQUITY PARTNERS, L.P.
By: /s/ Kenneth J. Lohsen
------------------------------
Name: Kenneth J. Lohsen
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 22, 2000
CREDIT SUISSE FIRST BOSTON
EQUITY PARTNERS (BERMUDA), L.P.
By: /s/ Kenneth J. Lohsen
---------------------------------
Name: Kenneth J. Lohsen
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 22, 2000
EMA PARTNERS FUND 2000, L.P.
By: /s/ Kenneth J. Lohsen
---------------------------------
Name: Kenneth J. Lohsen
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 22, 2000
EMA PRIVATE EQUITY FUND 2000, L.P.
By: /s/ Kenneth J. Lohsen
------------------------------------
Name: Kenneth J. Lohsen
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 22, 2000
CREDIT SUISSE FIRST BOSTON U.S.
EXECUTIVE ADVISORS, L.P.
By: /s/ Kenneth J. Lohsen
---------------------------------
Name: Kenneth J. Lohsen
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 22, 2000
CREDIT SUISSE FIRST BOSTON
ADVISORY PARTNERS, LLC
By: /s/ Kenneth J. Lohsen
---------------------------------
Name: Kenneth J. Lohsen
Title: Controller
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 22, 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 22, 2000
CREDIT SUISSE FIRST BOSTON
(BERMUDA)LIMITED
By: /s/ David A. DeNunzio
---------------------------------
Name: David A. DeNunzio
Title: 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 22, 2000
HEMISPHERE PRIVATE EQUITY
PARTNERS, LTD.
By: /s/ Marty Brandt
---------------------------------
Name: Marty Brandt
Title: Alternate 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 22, 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>
<S> <C>
PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF
NAME AND BUSINESS ADDRESS OF DIRECTORS EMPLOYER
-------------------------------------- ------------------------------------------------
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
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
</TABLE>
With respect to the members of the Board of Directors, Mr.
Brabaeck-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. 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.
SCHEDULE II
EXECUTIVE BOARD MEMBERS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON BUSINESS UNIT
The name, business address, title, present principal occupation or
employment of each of the executive board members 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>
<S> <C>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
-------------------------------------- -------------------------------------------------------
Executive Board Members and Executive
Officers
Allen D. Wheat........................ Chairman of the Executive Board and President and
Chairman Chief Executive Officer of CSFB Business Unit and
Member of the Executive Board, Credit Suisse Group
Brady W. Dougan....................... Head of Equities of CSFB Business Unit
Board Member
Stephen A.M. Hester................... Head of Fixed Income, CSFB Business Unit (U.K. citizen)
Board Member
David C. Mulford...................... Chairman International, Credit Suisse First Boston
Board Member (U.K. citizen)
One Cabot Square
London, England
E14 4QJ
Stephen E. Stonefield................. Chairman of Pacific Region, Credit Suisse First Boston
Board Member
One Raffles Link
Singapore
Charles G. Ward III................... Co-Head of Investment Banking, CSFB Business Unit
Board Member
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 and Global Head of Leveraged
Board Member Finance Fixed Income Division CSFB Business Unit
277 Park Avenue
New York, NY 10172
David S. Moore........................ Deputy Head of Global Equity Trading of CSFB Business
Board Member Unit
Joe L. Roby........................... Chairman of CSFB Business Unit
Board Member
Paul Calello.......................... Managing Director, Credit Suisse First Boston and
Board Member Head of Equity Derivatives and Convertibles Unit
Christopher Carter.................... Managing Director, Credit Suisse First Boston and
Board Member Chairman, Global Equity Capital Markets and Head of
17 Columbus Courtyard European Investment Banking (U.K. citizen)
London, England
E14 4DA
James P. Healy........................ Managing Director, Credit Suisse First Boston and
Board Member Global Head of Emerging Market Group
John Nelson........................... Chairman, Credit Suisse First Boston Europe Limited
Board Member (U.K. citizen)
One Cabot Square
London, England
E14 4QJ
Trevor Price.......................... Managing Director, Credit Suisse First Boston and
Board Member Head of Developed Markets Rates Business in the Fixed
One Cabot Square Income Division (U.K. citizen)
London, England
E14 4QJ
Richard E. Thornburgh................. Vice-Chairman of the Executive Board and Chief
Board Member Financial Officer, CSFB Business Unit and Member of
the Executive Board, Credit Suisse Group
Joseph T. McLaughlin.................. Executive Vice President, Legal and Regulatory
Board Member Affairs CSFB Business Unit
</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.
PRESENT PRINCIPAL OCCUPATION INCLUDING NAME
NAME AND BUSINESS ADDRESS OF EMPLOYER
------------------------------- -------------------------------------------
Executive Officers
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
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.
PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME AND BUSINESS ADDRESS NAME OF EMPLOYER
------------------------------------ ---------------------------------------
Directors and Executive Officers
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
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.
PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME AND BUSINESS ADDRESS NAME OF EMPLOYER
--------------------------------- --------------------------------------
Directors
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.
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>
<S> <C>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER
-------------------------------------- -------------------------------------------------------
Directors
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.
</TABLE>
Executive Officers (who are not Directors)
NONE
Mr. Wetherhill is a British citizen and Ms. Every and Mr. Mulderig are
citizens of Bermuda.
SCHEDULE VII
EXECUTIVE OFFICERS AND DIRECTORS 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
------------------------------- --------------------------------------
Executive Officers and Directors
<S> <C>
Allen D. Wheat................. Chairman of the Executive Board & President & Chief
President, Chief Executive Office Executive Officer of CSFB Business Unit and Member
Board Member of the Executive Board of Credit Suisse Group
Brady W. Dougan................ Head of Equities of CSFB Business Unit
Managing Director and Board Member
Carlos Onis.................... Managing Director, Credit Suisse First Boston
Managing Director and Board Member Corporation
Charles G. Ward, III........... Co-Head of Investment Banking of CSFB Business Unit
Managing Director and Board Member
Joseph T. McLaughlin........... Executive Vice President - Legal and Regulatory
Managing Director and Board Member Affairs of CSFB Business Unit
Gates H. Hawn.................. Head of Financial Services,CSFB Business Unit
Managing Director
Frank J. Decongelio, Jr........ Managing Director of Credit Suisse First Boston
Managing Director and Head of
Operations
Lori M. Russo.................. Vice President and Secretary of CSFB Business Unit
Vice President and Secretary
Lewis H. Wirshba............... Treasurer of CSFB Business Unit
Managing Director and Treasurer
Rochelle Pullman............... Controller of Credit Suisse First Boston
Director and Controller Corporation
John Gallagher................. Director of Credit Suisse First Boston Corporation
Director and Director of Taxes
Richard E. Thornburgh.......... Vice Chairman of the Executive Board &
Managing Director and Board Member Chief Financial Officer of CSFB Business Unit and
Member of the Executive Board of Credit Suisse
Group
Joe L. Roby.................... Chairman of CSFB Business Unit
Board Member
David C. Fisher................ Chief Accounting Officer of CSFB Business Unit
Managing Director and Chief
Financial Officer
Hamilton E. James.............. Co-Head of Investment Banking of CSFB Business Unit
Managing Director and Board Member
277 Park Avenue
New York, NY 10172
Robert C. O'Brien.............. Chief Credit Officer of CSFB Business Unit
Managing Director
D. Wilson Ervin................ Head of Strategic Risk Management of CSFB Business
Managing Director Unit
Anthony F. Daddino............. Chief Administrative Officer of CSFB Business Unit
Managing Director
277 Park Avenue
New York, NY 10172
Garrett M. Moran............... Head of Private Equity of CSFB Business Unit
Managing Director
Richard F. Brueckner........... Managing Director of Credit Suisse First Boston
Managing Director Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Michael J. Campbell............ Managing Director of Credit Suisse First Boston
Managing Director Corporation
277 Park Avenue
New York, NY 10172
David M. Brodsky............... General Counsel, Credit Suisse First Boston
General Counsel Corporation
</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 CSFB Business Unit
Board Member
Allen D. Wheat.......................... Chairman of the Executive Board and President and
President and Chief Executive Officer and Chief Executive Officer of the CSFB Business Unit
Board Member and Member of the Executive Board of Credit Suisse
Group
Anthony F. Daddino...................... Chief Administrative Officer of the CSFB Business
Chief Administrative Officer and Board Unit
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 of Strategic Risk Management Business Unit
David C. Fisher......................... Chief Accounting Officer of CSFB Business Unit
Chief Accounting Officer
Gates H. Hawn........................... Head of Financial Services of the CSFB Business
Head of Financial Services Group 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
Chief Financial Officer and Financial Officer of the CSFB Business Unit and
Board Member Member of the Executive Board of Credit Suisse
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
Garrett M. Moran........................ Head of Private Equity of the CSFB Business Unit
Head of Private Equity
</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 CSFB Business Unit
Board Member
Allen D. Wheat................. Chairman of the Executive Board and President and
President and Chief Executive Officer Chief Executive Officer of the CSFB Business Unit
and Board Member and Member of the Executive Board of Credit Suisse
Group
Anthony F. Daddino............. Chief Administrative Officer of the CSFB Business
Chief Financial and Administrative Unit
Officer 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 of Strategic Risk Management Business Unit
David C. Fisher................ Chief Accounting Officer of the CSFB Business Unit
Chief Accounting Officer
Gates H. Hawn.................. Head of Financial Services of the CSFB Business
Head of Financial Services Group 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
Garrett M. Moran............... Head of Private Equity of the CSFB Business Unit
Division Head of Private Equity
Robert C. O'Brien.............. Head of Private Equity 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 (U.K.
Board Member citizen)
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
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>
<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 (U.K.
Vice President citizen)
Andrew M. Hutcher.............. Director and Counsel, Credit Suisse First Boston
Vice President Corporation
David C. O'Leary............... Managing Director of Global Human Resources of 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 Equity Division
Officer
</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 Private Equity Division
</TABLE>
