UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fisher Scientific International Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
338032105
(CUSIP Number)
Lindsay Hollister
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010
(212) 325-2911
Craig B. Brod
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 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 ss.ss.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. Seess.240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
-------------------
CUSIP No. 338032105
--------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
See Item 5
9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE OF REPORTING PERSON*
BK, HC, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No.1 amends and supplements the Report on Schedule 13D,
originally filed on February 10, 1998 (the "Schedule 13D"), with respect to the
shares of common stock, par value $.01 per share (the "Shares"), of Fisher
Scientific International Inc., a Delaware corporation (the "Company"). Unless
otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Schedule 13D.
All references in the Schedule 13D to Donaldson, Lufkin & Jenrette,
Inc. or to the defined term "DLJ", to the extent not otherwise amended by this
Amendment No. 1, are hereby amended to refer instead to Credit Suisse First
Boston (USA), Inc. and to the defined term "CSFB-USA", respectively.
Item 2. Identity and Background.
-----------------------
"The response set forth in Item 2 of the Schedule 13D is hereby
amended as follows:
(i) by deleting the first paragraph and replacing it with the
following:
"This Schedule 13D is being filed by Credit Suisse First Boston (the
"Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to the extent
that they constitute part of the Credit Suisse First Boston business unit (the
"CSFB business unit" or the "Reporting Person"). The CSFB business unit is
engaged in the corporate and investment banking, trading (equity, fixed income
and foreign exchange), private equity investment and derivatives businesses on a
worldwide basis. The address of the Bank's principal business and office is
Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland. The Bank and
its subsidiaries engage in other separately managed activities, most of which
constitute the independently operated Credit Suisse Asset Management business
unit; the Credit Suisse Asset Management business unit provides asset management
and investment advisory services to institutional investors worldwide.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware
corporation. The ultimate parent company of the Bank and CSFBI, and the direct
owner of the remainder of the voting stock of CSFBI, is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland.
As of November 3, 2000, CSFBI acquired all of the voting stock of
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed
Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), and the following entities
became indirect subsidiaries of CSFBI: (1) DLJ Merchant Banking Partners II,
L.P., a Delaware limited partnership ("Partners II"); (2) DLJ Merchant Banking
Partners II-A, L.P. a Delaware limited partnership ("Partners II-A"); (3) DLJ
Millennium Partners, L.P., a Delaware limited partnership ("Millennium"); (4)
DLJ Millennium Partners-A, L.P., a Delaware limited partnership
("Millennium-A"); (5) DLJ Offshore Partners II, C.V., a Netherlands Antilles
limited partnership ("Offshore II"), (6) DLJ EAB Partners, L.P., a Delaware
limited partnership ("EAB"); (7) DLJ Merchant Banking II, LLC, a Delaware
limited liability company ("MBII LLC"); (8) DLJ Merchant Banking II, Inc., a
Delaware corporation ("MBII Inc."); (9) DLJ Diversified Partners, L.P., a
Delaware limited partnership ("Diversified"); (10) DLJ Diversified Partners-A,
L.P., a Delaware limited partnership ("Diversified-A"); (11) DLJ Diversified
Associates, L.P., a Delaware limited partnership ("Diversified Associates");
(12) DLJ Diversified Partners, Inc., a Delaware corporation ("Diversified
Partners"); (13) DLJ First ESC L.P., a Delaware limited partnership ("ESC");
(14) DLJ ESC II L.P., a Delaware limited partnership ("ESC II"), (15) DLJ LBO
Plans Management Corporation, a Delaware corporation ("LBO"); (16) DLJ MB
Funding II, Inc., a Delaware corporation ("Funding II"); (17) DLJ Capital
Investors, Inc., a Delaware corporation ("DLJCI"); (18) UK Investment Plan 1997
Partners, a Delaware general partnership ("1997 Partners") and (19) UK
Investment Plan 1997, Inc., a Delaware corporation ("Plan 1997" (together with
the entities listed in (1) through (18) above, the "DLJ Entities"))."
(ii) by deleting the eighteenth through twenty-second paragraphs and
replacing them with the following:
"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. The address of
CSG's principal business and office is Paradeplatz 8, Postfach 1, CH-8070,
Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own
Shares, and such Shares are not reported in this Amendment No.1. Due to the
separate management and independent operation of its business units, CSG
disclaims beneficial ownership of Shares beneficially owned by its direct and
indirect subsidiaries, including the CSFB business unit. The CSFB business unit
disclaims beneficial ownership of Shares beneficially owned by CSG and any of
CSG's and the Bank's other business units.
The address of the principal business and office of CSFBI is 11
Madison Avenue, New York, New York 10010."
(iii) by deleting the second sentence of the twenty-third paragraph
and the twenty-fourth through twenty-sixth paragraphs and replacing them with
the following:
"The name, business address, citizenship, present principal occupation
or employment and the name and business address of any corporation or
organization in which each such employment is conducted, of each executive
officer or director of the Reporting Person, CSFBI, CSFB-USA, and those DLJ
Entities that are corporations are set forth on Schedules A through J attached
hereto, each of which is incorporated by reference herein.
During the past five (5) years none of the Reporting Person, CSFBI,
CSFB-USA, the DLJ Entities nor, to the best knowledge of the Reporting Person,
any of the other persons listed on Schedules A through J attached hereto, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws."
Item 5. Interest in Securities of the Issuer.
------------------------------------
The response set forth in (a) and (b) of Item 5 of the Schedule 13D is
hereby amended as follows:
(i) by deleting the twentieth and twenty-first paragraphs and
replacing them with the following:
"As of the date of this Amendment No. 1, Partners II directly holds
3,812,895 Shares and Warrants convertible into an additional 313,745 Shares and
has the shared power to vote and direct the disposition of such Shares and
Warrants, in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Partners II-A directly holds
151,854 Shares and Warrants convertible into an additional 12,495 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Millenium directly holds
61,650 Shares and Warrants convertible into an additional 5,075 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Millenium A directly holds
12,025 Shares and Warrants convertible into an additional 990 Shares and has the
shared power to vote and direct the disposition of such Shares and Warrants, in
accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, EAB directly holds 17,120
Shares and Warrants convertible into an additional 1,410 Shares and has the
shared power to vote and direct the disposition of such Shares and Warrants, in
accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Offshore II directly holds
187,500 Shares and Warrants convertible into an additional 15,430 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Diversified directly holds
222,920 Shares and Warrants convertible into an additional 18,345 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Diversified-A directly holds
82,785 Shares and Warrants convertible into an additional 6,810 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, Funding II directly holds
676,965 Shares and Warrants convertible into an additional 55,700 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, 1997 Partners directly holds
100,880 Shares and Warrants convertible into an additional 8,300 Shares and has
the shared power to vote and direct the disposition of such Shares and Warrants,
in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, ESC directly holds 7,335
Shares and Warrants convertible into an additional 605 Shares and has the shared
power to vote and direct the disposition of such Shares and Warrants, in
accordance with the relationships described in Item 2.
As of the date of this Amendment No. 1, ESC II directly holds 719,015
Shares and Warrants convertible into an additional 59,165 Shares and has the
shared power to vote and direct the disposition of such Shares and Warrants, in
accordance with the relationships described in Item 2.
In addition, in the ordinary course of the Reporting Person's
business, CSFBC directly holds approximately 21,284 Shares in proprietary
trading and investment accounts.
As a result of the holdings of the Company's securities described
above, the Reporting Person may be deemed to beneficially own indirectly
6,572,298 Shares, representing 16.2% of the outstanding Shares."
The response set forth in (c) of Item 5 of the Schedule 13D is hereby
deleted and replaced by the following:
"No transactions in the Shares or Warrants have been effected since
September 4, 2000 by the Reporting Person, CSFBC, CSFBI, CSFB-USA or the DLJ
Entities, except that CSFBC has effectuated transactions in the Shares as a
market maker in the ordinary course of business."
Item 7. Material to be filed as Exhibits.
--------------------------------
The response set forth in Item 7 of the Schedule 13D is hereby amended
as follows:
Exhibit 1 of the Schedule 13D is hereby deleted in its entirety.
Exhibit 2 of the Schedule 13D is hereby deleted in its entirety.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 14, 2000
Credit Suisse First Boston, acting
solely on behalf of the Credit Suisse
First Boston business unit.
By: /s/ Lindsay Hollister
---------------------
Name: Lindsay Hollister
Title: Director
<PAGE>
SCHEDULES
Schedules D, E and G through N are hereby deleted in their entirety
and replaced with the following:
Schedule D
----------
Executive Officers and Directors
--------------------------------
of
--
DLJ Capital Investors, Inc.
---------------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the DLJ Capital Investors, Inc. The business address of the
DLJ Capital Investors, Inc. is 277 Park Avenue, New York, NY 10172.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Anthony F. Daddino 277 Park Avenue Chief Administrative Officer, USA
Executive Vice President and Chief New York, NY 10172. Credit Suisse First Boston
Financial Officer business unit
Joe L. Roby 277 Park Avenue Chairman, Credit Suisse First USA
Chief Operating Officer New York, NY 10172. Boston business unit
Hamilton E. James 277 Park Avenue Co-Head of Investment Banking, USA
Chief Executive Officer New York, NY 10172. Credit Suisse First Boston
business unit
</TABLE>
<PAGE>
Schedule E
----------
Executive Officers and Directors
--------------------------------
of
--
DLJ LBO Plans Management Corporation
------------------------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the DLJ LBO Plans Management Corporation. The business
address of the DLJ LBO Plans Management Corporation is 277 Park Avenue, New
York, NY 10172.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
President New York, NY 10010 Credit Suisse First Boston
business unit
Vincent DeGiaimo 277 Park Avenue Investment Banker USA
Senior Vice President New York, NY 10172
Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant Banking, USA
Senior Vice President and Controller New York, NY 10172 Inc.
James D. Allen 277 Park Avenue Vice President, Donaldson, USA
Vice President New York, NY 10172 Lufkin & Jenrette Securities
Corporation
Ivy B. Dodes 277 Park Avenue Senior Vice President/Principal, USA
Vice President and Assistant Secretary New York, NY 10172 DLJ Merchant Banking, Inc.
John S. Ficarra 277 Park Avenue Vice President, Donaldson, USA
Vice President New York, NY 10172 Lufkin & Jenrette Securities
Corporation
Osamu Watanabe 2121 Avenue of the Stars Vice President, Donaldson, USA
Vice President 30th Floor, Los Angeles, CA Lufkin & Jenrette Securities
90067 Corporation
Arthur S. Zuckerman 277 Park Avenue Chief Administrative Officer, USA
Vice President New York, NY 10172 Sprout Group
Richard A. Scardina 277 Park Avenue Assistant Vice President, USA
Divisional Vice President New York, NY 10172 Donaldson, Lufkin & Jenrette
Securities Corporation
</TABLE>
<PAGE>
Schedule G
----------
Executive Officers and Directors
--------------------------------
of
--
Credit Suisse First Boston Corporation
--------------------------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFBC. The business address of the CSFBC is 11 Madison
Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President, Chief Executive Officer New York, NY 10010 and President and Chief Executive
and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Managing Director and Board Member New York, NY 10010 First Boston business unit
Carlos Onis 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and Board Member New York, NY 10010 First Boston Corporation
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Managing Director and Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
Managing Director and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Managing Director New York, NY 10010 Credit Suisse First Boston
business unit
Frank J. Decongelio 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director and Head of New York, NY 10010 First Boston
Operations
Lori M. Russo 11 Madison Avenue Vice President and Secretary, USA
Vice President and Secretary New York, NY 10010 Credit Suisse First Boston
business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Managing Director and Treasurer New York, NY 10010 Boston business unit
Rochelle Pullman 11 Madison Avenue Controller, Credit Suisse First USA
Director and Controller New York, NY 10010 Boston Corporation
John Gallagher 11 Madison Avenue Director, Credit Suisse First USA
Director and Director of Taxes New York, NY 10010 Boston Corporation
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Managing Director and Board Member New York, NY 10010 Board and Chief Financial
Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Managing Director and Chief Financial New York, NY 10010 Suisse First Boston business unit
Officer
Hamilton E. James 277 Park Avenue Co-Head of Investment Banking, USA
Managing Director and Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA
Managing Director New York, NY 10010 Suisse First Boston business unit
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Managing Director New York, NY 10010 Management, Credit Suisse First
Boston business unit
Anthony F. Daddino 277 Park Avenue Chief Administrative Officer, USA
Managing Director New York, NY 10172 Credit Suisse First Boston
business unit
Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Managing Director New York, NY 10010 Suisse First Boston business unit
Richard F. Brueckner 1 Pershing Plaza Managing Director, Credit Suisse USA
Managing Director Jersey City, NJ 07399 First Boston Corporation
Michael J. Campbell 277 Park Avenue Managing Director, Credit Suisse USA
Managing Director New York, NY 10172 First Boston Corporation
David M. Brodsky 11 Madison Avenue General Counsel, Credit Suisse USA
General Counsel New York, NY 10010 First Boston Corporation
</TABLE>
<PAGE>
Schedule H
----------
Directors and Executive Officers
--------------------------------
of
--
Credit Suisse First Boston (USA), Inc.
--------------------------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB-USA. The business address of the CSFB-USA is 11
Madison Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive Officer New York, NY 10010 and President and Chief
and Board Member Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Financial and Administrative New York, NY 10010 Credit Suisse First Boston
Officer and Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board New York, NY 10010 First Boston business unit
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First
Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First
Finance Boston business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Division Head of Private Equity New York, NY 10010 Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Division Head-Finance, Administration New York, NY 10010 Board and Chief Financial
and Operations and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Robert M. Baylis 11 Madison Avenue Member of the Board of Directors USA
Board Member New York, NY 10010 for various unaffiliated
companies and organizations
Philip K. Ryan 11 Madison Avenue Member of the Executive Board USA
Board Member New York, NY 10010 and Chief Financial Officer,
Credit Suisse Group
Maynard J. Toll, Jr. 11 Madison Avenue Retired investment Banker; USA
Board Member New York, NY 10010 Chairman, Edmund S. Muskie
Foundation; President, Nelson &
Toll Properties, Ltd.
</TABLE>
<PAGE>
Schedule I
----------
Directors and Executive Officers
--------------------------------
of
--
Credit Suisse First Boston, Inc.
--------------------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFBI. The business address of the CSFBI is 11 Madison
Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive Officer New York, NY 10010 and President and Chief
and Board Member Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Administrative Officer and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board New York, NY 10010 First Boston business unit
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First
Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First
Finance Boston business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Chief Financial Officer and New York, NY 10010 Board and Chief Financial
Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Garret M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Head of Private Equity New York, NY 10010 Suisse First Boston business unit
</TABLE>
<PAGE>
Schedule J
----------
Executive Board Members and Executive Officers
----------------------------------------------
of
--
the CSFB business unit
----------------------
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB business unit. The business address of the CSFB
business unit is 11 Madison Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
Chairman New York, NY 10010 and President and Chief
Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Board Member New York, NY 10010 First Boston business unit
Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston business unit
David C. Mulford One Cabot Square Chairman International, Credit United Kingdom
Board Member London, England E144QJ Suisse First Boston
Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, USA
Board Member Singapore Credit Suisse First Boston
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Bennett Goodman 277 Park Avenue Managing Director and Global USA
Board Member New York, NY 10172 Head of Leveraged Finance Fixed
Income Division, Credit Suisse
First Boston business unit
David S. Moore 11 Madison Avenue Deputy Head of Global Equity USA
Board Member New York, NY 10010 Trading, Credit Suisse First
Boston business unit
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Paul Calello 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Head of Equity
Derivatives and Convertibles Unit
Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse United Kingdom
Board Member London, England E14 4DA First Boston and Chairman,
Global Equity Capital Markets
and Head of European Investment
Banking
James P. Healy 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Global Head of
Emerging Market Group
John Nelson One Cabot Square Chairman, Credit Suisse First United Kingdom
Board Member London, England E144QJ Boston Europe Limited
Trevor Price One Cabot Square Managing Director, Credit Suisse United Kingdom
Board Member London, England E144QJ First Boston and Head of
Developed Markets Rates Business
in the Fixed Income Division
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Board Member New York, NY 10010 Board and Chief Financial
Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
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