SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.1
Under the Securities Exchange Act of 1934
Evergreen Media Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
300248101
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
552,887
6) Shared Voting Power
-0-
7) Sole Dispositive Power
552,887
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
552,887
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
6.42%
12) Type of Reporting Person
HC/CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
9,049
6) Shared Voting Power
-0-
7) Sole Dispositive Power
9,049
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,049
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
0.10%
12) Type of Reporting Person
BD
CUSIP No.
300248101
1) Names of Reporting Person
LB I Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2741778
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
199,546
6) Shared Voting Power
-0-
7) Sole Dispositive Power
199,546
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
199,546
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.32%
12) Type of Reporting Person
HC/CO/OO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
199,546
6) Shared Voting Power
-0-
7) Sole Dispositive Power
199,546
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
199,546
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.32%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
208,760
6) Shared Voting Power
-0-
7) Sole Dispositive Power
208,760
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
208,760
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.42%
12) Type of Reporting Person
CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership--Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
155,076
6) Shared Voting Power
-0-
7) Sole Dispositive Power
155,076
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
155,076
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.80%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
53,684
6) Shared Voting Power
-0-
7) Sole Dispositive Power
53,684
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
53,684
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
0.62%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
135,532
6) Shared Voting Power
-0-
7) Sole Dispositive Power
135,532
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
135,532
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.57%
12) Type of Reporting Person
PN
Item 1(a). Name of Issuer: Evergreen Media Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
433 East Las Colinas Boulevard
Irving, Texas 75039
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.
LB I Group Inc.
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
Lehman Brothers Offshore Investment Partnership L.P.
Lehman Brothers Capital Partners II, L.P.
Lehman Brothers Offshore Investment Partnership--Japan L.P.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
300248101
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1994
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which
Acquired the Security being reported on by the Parent Holding
Company
See Item 2(a)
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1994
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LB I GROUP INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Secretary
LEHMAN BROTHERS OFFSHORE PARTNERS LTD.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP--JAPAN L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
ldm/evergre.13g
Attachment No.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Evergreen Media Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
300248101
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
(X)
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-329783
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
544,624
6) Shared Voting Power
-0-
7) Sole Dispositive Power
544,624
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
544,624
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
6.31%
12) Type of Reporting Person
HC/OO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
543,838
6) Shared Voting Power
-0-
7) Sole Dispositive Power
543,838
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
543,838
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
6.31%
12) Type of Reporting Person
HC/CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Merchant Banking Partners Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3488677
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
199,546
6) Shared Voting Power
-0-
7) Sole Dispositive Power
199,546
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
199,546
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.32%
12) Type of Reporting Person
CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
199,546
6) Shared Voting Power
-0-
7) Sole Dispositive Power
199,546
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
199,546
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.32%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
208,760
6) Shared Voting Power
-0-
7) Sole Dispositive Power
208,760
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
208,760
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.42%
12) Type of Reporting Person
CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers II Investment Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3484510
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
135,532
6) Shared Voting Power
-0-
7) Sole Dispositive Power
135,532
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
135,532
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.57%
12) Type of Reporting Person
CO
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
135,532
6) Shared Voting Power
-0-
7) Sole Dispositive Power
135,532
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
135,532
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.57%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership--Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
155,076
6) Shared Voting Power
-0-
7) Sole Dispositive Power
155,076
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
155,076
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.80%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
53,684
6) Shared Voting Power
-0-
7) Sole Dispositive Power
53,684
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
53,684
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
0.62%
12) Type of Reporting Person
PN
CUSIP No.
300248101
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
786
6) Shared Voting Power
-0-
7) Sole Dispositive Power
786
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
786
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
BD
CUSIP No.
300248101
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
544,624
6) Shared Voting Power
-0-
7) Sole Dispositive Power
544,624
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
544,624
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
6.31%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Evergreen Media Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
433 east Las Colinas Boulevard
Irving, Texas 75039
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.
Lehman Brothers Group Inc.
Lehman Brothers Merchant Banking Partners Inc..
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
Lehman Brothers II Investment Inc.
Lehman Brothers Offshore Investment Partnership L.P.
Lehman Brothers Capital Partners II, L.P.
Lehman Brothers Offshore Investment Partnership--Japan L.P.
American Express Company
Item 2(b). Address of Principal Business Office:
American Express Tower
World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
300248101
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The person filing this statement is Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1994
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which
Acquired the Security being reported on by the Parent Holding
Company
See Exhibit I
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1994
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS GROUP INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Assistant Secretary
LEHMAN BROTHERS OFFSHORE PARTNERS LTD.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP--JAPAN L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING PARTNERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS II INVESTMENT INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS CAPITAL PARTNERSHIP II, L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
Exhibit Index
Exhibit I Statement of American Express
EXHIBIT I
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, 3 World Financial Center, New York, New
York disclaims beneficial ownership of the securities referred to
in the Schedule 13G to which this exhibit is attached, and the
filing of this Schedule 13G shall not be construed as an
admission
that American Express Company is, for the purpose of Section
13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding
disclaimer, American Express Company affirms it is individually
eligible to use Schedule 13G and agrees that this Schedule
is filed on its behalf, and authorizes the President, any Vice
President, the Comptroller, the Secretary, and the General
Counsel
or any Associate General Counsel, each with power to act
singly, of each subsidiary of American Express Company making
this
filing to sign this statement on behalf of American Express
Company.
AMERICAN EXPRESS COMPANY
/s/ Stephen P. Norman
By:-------------------------
Name: Stephen P. Norman
Title: Secretary
ldm/evergre.13g