===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WINSTAR COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(CONVERTIBLE FROM SERIES G AND SERIES H SENIOR CUMULATIVE
PARTICIPATING CONVERTIBLE PREFERRED STOCK AND ISSUABLE
UPON EXERCISE OF WARRANTS)
(Title of Class of Securities)
---------
975515107
(Cusip Number)
Credit Suisse First Boston Equity Partners, L.P.
Credit Suisse First Boston Equity Partners (Bermuda), L.P.
EMA Funds LLC
Constellation Equity Partners, 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
11 Madison Avenue
New York, NY 10010
212 325-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 6, 2000
(Date of Event which Requires Filing of this Statement)
---------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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<PAGE>
The Reporting Persons hereby amend and supplement its Report on Amendment
No. 1 to Schedule 13D, filed on December 8, 2000 (the "Schedule 13D/A") with
respect to the shares of common stock, $0.01 par value per share (the "Common
Shares") of Winstar Communications, Inc., a Delaware corporation (the
"Issuer").
Unless otherwise indicated, each capitalized terms used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D/A.
Schedules I-IX contained in the Schedule 13D/A are hereby amended and
replaced in their entirety with the Schedules I-IX attached hereto.
Page 2 of 25
<PAGE>
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 15, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By: /s/ Hartley R. Rogers
-----------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 3 of 25
<PAGE>
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 15, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By: /s/ Hartley R. Rogers
------------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 4 of 25
<PAGE>
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 15, 2000
EMA FUNDS LLC
By: /s/ Hartley R. Rogers
------------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 5 of 25
<PAGE>
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 15, 2000
CONSTELLATION EQUITY PARTNERS, L.P.
By: /s/ Hartley R. Rogers
------------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 6 of 25
<PAGE>
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 15, 2000
CREDIT SUISSE FIRST BOSTON ADVISORY
PARTNERS, LLC
By: /s/ Hartley R. Rogers
------------------------------------
Name: Hartley R. Rogers
Title: Managing Director
Page 7 of 25
<PAGE>
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 15, 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
Page 8 of 25
<PAGE>
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 15, 2000
CREDIT SUISSE FIRST BOSTON (BERMUDA)
LIMITED
By: /s/ David A. DeNuncio
------------------------------------
Name: David A. DeNuncio
Title: President
Page 9 of 25
<PAGE>
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 13, 2000
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
By: /s/ Marty Brandt
------------------------------------
Name: Marty Brandt
Title: Director
Page 10 of 25
<PAGE>
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 15, 2000
HEMISPHERE PRIVATE EQUITY PARTNERS
CHARITABLE TRUST
By: Hemisphere Trust Company Limited in
its capacity as trustee
By: /s/ Margaret Every
------------------------------------
Name: Margaret Every
Title: Director
Page 11 of 25
<PAGE>
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>
Name and Business Address of Directors Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Lukas Muhlemann - Chairman.......................... Chairman of the Board and Chief Executive Officer of Credit
Suisse Group
Peter Brabeck-Letmathe - Vice-Chairman.............. Vice-Chairman of the Board and Chief Executive Officer of
Nestle SA, 1800 Vevey, Switzerland 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 Officer of
Metropolitan Life Insurance Company, One Metropolitan Life Insurance Company
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
11 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, 466 Pincus & Co.
Lexington Avenue, New York, NY 10017 USA
Thomas M. Schmidheiny............................... Chairman of the Board and of the Executive Committee of
"Holderbank" Financiere Glaris Ltd., "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 Group
The Olayan Group, 111 Poseidonos 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
</TABLE>
With respect to the members of the Board of Directors, Mr. Brabeck-Letmathe is
a citizen of Austria, Messrs. Clark, Hennessy and Pincus are citizens of the
United States of America, and Mr. Syriani is a citizen of Canada.
<TABLE>
Name and Business Address of Executive Officers Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Lukas Muhlemann..................................... Chief Executive Officer
Dr. Hans-Ulrich Doerig.............................. Vice Chairman of the Executive Board, Chief Risk Officer
Philip Keebler Ryan................................. Chief Financial Officer
Page 12 of 25
<PAGE>
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 Banking
Credit Suisse Private Banking, P.O. Box 500,
8070 Zurich, Switzerland
Allen D. Wheat...................................... Chief Executive Officer of Credit Suisse First Boston
11 Madison Avenue, New York, NY 10010 USA
Richard Edward Thornburg............................ Vice Chairman of the Executive Board of Credit Suisse First
11 Madison Avenue, New York, NY 10010 USA Boston
Phillip Maxwell Colebatch........................... Chief Executive Officer of Credit Suisse Asset Management
Credit Suisse Asset Management, Beaufort
House, 15 St. Botolph Street, London EC3A 7JJ
United Kingdom
Dr. Thomas Peter Wellauer........................... Chief Executive Officer of Credit Suisse Financial Services
Credit Suisse Financial Services, P.O. Box 2,
8070 Zurich, Switzerland
</TABLE>
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.
Page 13 of 25
<PAGE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON BUSINESS UNIT
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit Suisse
First Boston Business Unit are set forth below. If no business address is given
the director's or officer's business address is 11 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>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------------ --------------------------------------------------------------
<S> <C>
Directors and Executive Officers
Allen D. Wheat........................................ Chairman of the Executive Board and President and Chief
Chairman Executive Officer of Credit Suisse First Boston Business
Unit and member of the Executive Board of Credit Suisse
Group
Brady W. Dougan....................................... Head of Equities of Credit Suisse First Boston Business Unit
Board Member
Stephen A.M. Hester................................... Head of Fixed Income of Credit Suisse First Boston
Board Member Business Unit
David C. Mulford...................................... Chairman International of Credit Suisse First Boston
Board Member
One Cabot Square
London, England
E14 4QJ
Stephen E. Stonefield................................. Chairman of Pacific Region of Credit Suisse First Boston
Board Member
One Raffles Link
Singapore
Charles G. Ward III................................... Co-Head of Investment Banking of Credit Suisse First
Board Member Boston Business Unit
Anthony F. Daddino.................................... Chief Administrative Officer of Credit Suisse First Boston
Board Member Business Unit
Hamilton E. James..................................... Co-Head of Investment Banking of Credit Suisse First
Board Member Boston Business Unit
Gates H. Hawn......................................... Head of Financial Services of Credit Suisse First Boston
Board Member Business Unit
Bennett Goodman....................................... Managing Director and Global Head of Leveraged Finance
Board Member Fixed Income Division of Credit Suisse First Boston
277 Park Avenue Business Unit
New York, NY 10172
Page 14 of 25
<PAGE>
David S. Moore........................................ Deputy Head of Global Equity Trading of Credit Suisse First
Board Member Boston Business Unit
Joe L. Roby........................................... Chairman of Credit Suisse First Boston Business Unit
Board Member
Paul Calello.......................................... Managing Director of Credit Suisse First Boston and Head
Board Member of Equity Derivatives and Convertibles Unit
Christopher Carter.................................... Managing Director of Credit Suisse First Boston and
Board Member Chairman of Global Equity Capital Markets and Head of
17 Columbus Courtyard European Investment Banking
London, England
E14 4DA
James P. Healy........................................ Managing Director of Credit Suisse First Boston and Global
Board Member Head of Emerging Market Group
John Nelson........................................... Chairman of Credit Suisse First Boston Europe Limited
Board Member
One Cabot Square
London, England
E14 4QJ
Trevor Price.......................................... Managing Director of Credit Suisse First Boston and Head
Board Member of Developed Markets Rates Business in the Fixed Income
One Cabot Square Division
London, England
E14 4QJ
Richard E. Thornburgh................................. Vice-Chairman of the Executive Board and Chief Financial
Board Member Officer of Credit Suisse First Boston Business Unit and
Member of the Executive Board of Credit Suisse Group
Joseph T. McLaughlin.................................. Executive Vice President - Legal and Regulatory Affairs,
Board Member Credit Suisse First Boston Business Unit
</TABLE>
Messrs. Hester, Carter, Nelson, Mulford and Price are British citizens.
Page 15 of 25
<PAGE>
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 11 Madison Avenue, New York, NY 10010. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Credit Suisse First Boston Advisory Partners, LLC. Unless otherwise
indicated below, all of the persons listed below are citizens of the United
States of America.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
----------------------------------------- -------------------------------------------------------
<S> <C>
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
</TABLE>
Page 16 of 25
<PAGE>
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 11 Madison Avenue, New
York, NY 10010. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to Credit Suisse First Boston (Bermuda) Limited.
Unless otherwise indicated below, all of the persons listed below are citizens
of the United States of America.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
---------------------------------------- --------------------------------------------------------------
<S> <C>
Directors and Executive Officers
David A. DeNunzio....................... Chairman of the Board and President
Joseph F. Huber......................... Director of Credit Suisse First Boston (Bermuda) Limited and
Managing Director of Human Resources of
Credit Suisse First Boston Business Unit
David C. O'Leary........................ Director of Credit Suisse First Boston (Bermuda) Limited and
Managing Director of Global Human Resources of
Credit Suisse First Boston Business Unit
Andrew M. Hutcher....................... Vice President and Chief Legal Officer
Michael B. Radest....................... Chief Compliance Officer
</TABLE>
Page 17 of 25
<PAGE>
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, Hamilton, Bermuda. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Hemisphere
Management Limited, which has the same business address as Hemisphere Private
Equity Partners, Ltd. Unless otherwise indicated below, all of the persons
listed below are citizens of Ireland.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Directors
Thomas Healy.......................................... Chief Executive Officer
Ronan Daly............................................ Managing Director,
Hemisphere Management (Ireland) Limited, Hemisphere Management (Ireland) Limited
4th Floor, Frederick House, South Frederick Street,
Dublin 2 Ireland
Marty Brandt.......................................... Vice President - Legal Counsel
Executive Officers (who are not Directors)
Christine Perinchief.................................. Secretary
</TABLE>
Mr. Brandt is a Canadian citizen, and Ms. Perinchief is a citizen of Bermuda.
Page 18 of 25
<PAGE>
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>
Name and Business Address Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Directors
Christopher Wetherhill................................ Consultant (British Citizen)
Thomas Healy.......................................... Chief Executive 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., 44 Church Street, Management Ltd. (Bermudian Citizen)
Hamilton, Bermuda
Executive Officers (who are not Directors)
Christine Perinchief................................. Assistant Secretary
Marty Brandt......................................... Assistant Secretary
</TABLE>
Mr. Wetherhill is a British citizen, Mr. Brandt is a Canadian citizen and Ms.
Every, Mr. Mulderig and Ms. Perinchief are citizens of Bermuda.
Page 19 of 25
<PAGE>
SCHEDULE VII
DIRECTORS AND EXECUTIVE OFFICERS OF
CREDIT SUISSE FIRST BOSTON CORPORATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit Suisse
First Boston Corporation are set forth below. If no business address is given
the director's or officer's business address is 11 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>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------------ --------------------------------------------------------------
<S> <C>
Directors and Executive Officers
David M. Brodsky...................................... General Counsel of Credit Suisse
General Counsel First Boston Corporation
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
Anthony F. Daddino.................................... Chief Administrative Officer of Credit Suisse First Boston
Managing Director Business Unit
277 Park Avenue
New York, NY 10172
Frank J. Decongelio, Jr............................... Managing Director of Credit Suisse First Boston
Managing Director
Head of Operations
Brady W. Dougan....................................... Head of Equities of Credit Suisse First Boston Business Unit
Board Member
Managing Director
D. Wilson Ervin....................................... Head of Strategic Risk Management of Credit Suisse First
Managing Director Boston Business Unit
David C. Fisher....................................... Chief Accounting Officer of Credit Suisse First Boston
Chief Financial Officer Business Unit
Managing Director
John Gallagher........................................ Director of Credit Suisse First Boston Corporation
Director
Director of Taxes
Gates H. Hawn......................................... Head of Financial Services of Credit Suisse First Boston
Managing Director Business Unit
Page 20 of 25
<PAGE>
Hamilton E. James..................................... Co-Head of Investment Banking of Credit Suisse First
Board Member Boston Business Unit
Managing Director
277 Park Avenue
New York, NY 10172
Joseph T. McLaughlin.................................. Executive Vice President - Legal and Regulatory Affairs of
Board Member Credit Suisse First Boston Business Unit
Managing Director
Garrett M. Moran...................................... Head of Private Equity of Credit Suisse First Boston
Managing Director Business Unit
Robert C. O'Brien..................................... Chief Credit Officer of Credit Suisse First Boston Business
Managing Director Unit
Carlos Onis........................................... Managing Director of Credit Suisse First Boston
Board Member Corporation
Managing Director
Rochelle Pullman...................................... Controller of Credit Suisse First Boston Corporation
Controller
Director
Joe L. Roby........................................... Chairman of Credit Suisse First Boston Business Unit
Board Member
Lori M. Russo......................................... Vice President and Secretary of Credit Suisse First Boston
Vice President Business Unit
Secretary
Richard E. Thornburgh................................. Vice Chairman of the Executive Board and Chief Financial
Board Member Officer of Credit Suisse First Boston Business Unit and
Managing Director Member of the Executive Board of Credit Suisse Group
Charles G. Ward, III.................................. Co-Head of Investment Banking of Credit Suisse First
Board Member Boston Business Unit
Managing Director
Allen D. Wheat........................................ Chairman of the Executive Board and President and Chief
Board Member Executive Officer of Credit Suisse First Boston Business
President and CEO Unit and Member of the Executive Board of Credit Suisse
Group
Lewis H. Wirshba...................................... Treasurer of Credit Suisse First Boston Business Unit
Treasurer
Managing Director
</TABLE>
Page 21 of 25
<PAGE>
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 11 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>
Name and Business Address Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Directors and Executive Officers
Anthony F. Daddino.................................... Chief Administrative Officer of Credit Suisse First Boston
Chief Administrative Officer Corporation
Board Member
Brady W. Dougan....................................... Head of Equities of Credit Suisse First Boston Business Unit
Division Head - Equities
Board Member
D. Wilson Ervin....................................... Head of Strategic Risk Management of Credit Suisse First
Head of Strategic Risk Management Boston Business Unit
David C. Fisher....................................... Chief Accounting Officer of Credit Suisse First Boston
Chief Accounting Officer Corporation
Gates H. Hawn......................................... Head of Financial Services of Credit Suisse First Boston
Head of Financial Services Business Unit
Board Member
Stephen A.M. Hester................................... Head of Fixed Income of Credit Suisse First Boston
Division Head - Fixed Income Business Unit
Board Member
Hamilton E. James..................................... Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
Board Member
Christopher G. Martin................................. Head of Technology, Operations and Finance of
Head of Technology, Operations and Finance Credit Suisse First Boston Business Unit
Joseph T. McLaughlin.................................. Executive Vice President - Legal and Regulatory Affairs of
General Counsel Credit Suisse First Boston Business Unit
Board Member
Garrett M. Moran...................................... Head of Private Equity of Credit Suisse First Boston
Head of Private Equity Business Unit
Robert C. O'Brien..................................... Chief Credit Officer of Credit Suisse First Boston Business
Chief Credit Officer Unit
Page 22 of 25
<PAGE>
Joe L. Roby........................................... Chairman of the Credit Suisse First Boston Business Unit
Board Member
Richard E. Thornburgh................................. Vice Chairman of the Executive Board and Chief Financial
Chief Financial Officer Officer of Credit Suisse First Boston Business Unit and
Board Member Member of the Executive Board of Credit Suisse Group
Charles G. Ward, III.................................. Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
Board Member
Allen D. Wheat........................................ Chairman of the Executive Board and President and Chief
President and Chief Executive Officer Executive Officer of Credit Suisse First Boston Business
Board Member Unit and Member of the Executive Board of Credit Suisse
Group
Lewis H. Wirshba...................................... Treasurer of Credit Suisse First Boston Business Unit
Treasurer
</TABLE>
Page 23 of 25
<PAGE>
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 11 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>
Name and Business Address Present Principal Occupation Including Name of Employer
---------------------------------------------------- --------------------------------------------------------------
<S> <C>
Directors and Executive Officers
Anthony F. Daddino.................................... Chief Administrative Officer of Credit Suisse First Boston
Chief Financial and Administrative Officer Corporation
Board Member
Brady W. Dougan....................................... Head of Equities of Credit Suisse First Boston Business Unit
Division Head - Equities
Board Member
D. Wilson Ervin....................................... Head of Strategic Risk Management of Credit Suisse First
Head of Strategic Risk Management Boston Business Unit
David C. Fisher....................................... Chief Financial Officer of Credit Suisse First Boston
Chief Accounting Officer Corporation
Gates H. Hawn......................................... Head of Financial Services of Credit Suisse First Boston
Head of Financial Services Business Unit
Board Member
Stephen A.M. Hester................................... Head of Fixed Income of Credit Suisse First Boston
Division Head - Fixed Income Business Unit
Board Member
Hamilton E. James..................................... Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
Board Member
Christopher G. Martin................................. Head of Technology, Operations and Finance of
Head of Technology, Operations and Finance Credit Suisse First Boston Business Unit
Joseph T. McLaughlin.................................. Executive Vice President - Legal and Regulatory Affairs of
General Counsel Credit Suisse First Boston Business Unit
Board Member
Garrett M. Moran...................................... Head of Private Equity of Credit Suisse First Boston
Head of Private Equity Business Unit
Robert C. O'Brien..................................... Chief Credit Officer of Credit Suisse First Boston Business
Chief Credit Officer Unit
Joe L. Roby........................................... Chairman of the Credit Suisse First Boston Business Unit
Board Member
Page 24 of 25
<PAGE>
Richard E. Thornburgh................................. Vice Chairman of the Executive Board and Chief Financial
Division Head - Finance, Administration Officer of Credit Suisse First Boston Business Unit and
and Operations and Board Member Member of the Executive Board of Credit Suisse Group
Charles G. Ward, III.................................. Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
Board Member
Allen D. Wheat........................................ Chairman of the Executive Board and President and Chief
President and Chief Executive Officer Executive Officer of Credit Suisse First Boston Business
Board Member Unit and Member of the Executive Board of Credit Suisse
Group
Lewis H. Wirshba...................................... Treasurer of Credit Suisse First Boston Business Unit
Treasurer
Robert M. Baylis...................................... Member of the Board of Directors for various unaffiliated
Board Member companies and organizations
Philip K. Ryan........................................ Member of the Executive Board and Chief Financial Officer
Board Member of Credit Suisse Group
Maynard J. Toll, Jr................................... Retired Investment Banker; Chairman, Edmund S. Muskie
Board Member Foundation; President, Nelson & Toll Properties, Ltd.
</TABLE>
Page 25 of 25
