===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 1 of 40
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 2 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
3,587,455 shares of Common Stock,
par value $0.01+
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
---------------------------------------
9 SOLE DISPOSITIVE POWER
8,896,231 shares of Common Stock,
par value $0.01*
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,896,231 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
* Includes 1,140,088 shares of Common Stock issuable upon the exercise of
the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 3 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
1,003,151 shares of Common Stock,
par value $0.01+
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
---------------------------------------
9 SOLE DISPOSITIVE POWER
2,487,641 shares of Common Stock,
par value $0.01*
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,641 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
* Includes 318,682 shares of Common Stock issuable upon the exercise of
the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 4 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMA Funds LLC
-------------------------------------------------------------------------------
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
340,378 shares of Common Stock,
par value $0.01+
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
---------------------------------------
9 SOLE DISPOSITIVE POWER
842,871 shares of Common Stock,
par value $0.01*
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
842,871 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
* Includes 113,067 shares of Common Stock issuable upon the exercise of
the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 5 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Constellation Equity Partners, L.P.
52-2208299
-------------------------------------------------------------------------------
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
1,364,081 shares of Common Stock,
par value $0.01+
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
---------------------------------------
9 SOLE DISPOSITIVE POWER
8,381,929 shares of Common Stock,
par value $0.01*
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,381,929 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
* Includes 317,067 shares of Common Stock issuable upon the exercise of
the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 6 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
0
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
15,668,672 shares of Common Stock,
par value $0.01#*
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,668,672 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
-------------------------------------------------------------------------------
# Relates to the 15,608,672 shares of Common Stock held by the CSFB Funds
and 60,000 shares of Common Stock held by Hartley R. Rogers.
* Includes 1,888,904 shares of Common Stock issuable to the CSFB Funds upon
the exercise of the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 7 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston (Bermuda) Limited
98-0186105
-------------------------------------------------------------------------------
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 ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 340,378 shares of Common Stock,
par value $0.01#+
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,378 shares of Common Stock, par value $0.01+
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%+
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
# Relates to the 340,378 shares of Common Stock held by EMA.
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 8 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit
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
Switzerland
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 499,961 shares of Common Stock,
par value $0.01#+
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
15,828,255 shares of Common Stock,
par value $0.01##*
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,828,255 shares of Common Stock, par value $0.01*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK, HC, 00
-------------------------------------------------------------------------------
# Relates to the 340,378 shares of Common Stock held by EMA and 159,583
shares of Common Stock held by CSFBC.
## Relates to the 15,608,672 shares of Common Stock held by the CSFB Funds,
60,000 shares of Common Stock held by Hartley R. Rogers and 159,583 shares
of Common Stock held by CSFBC.
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
* Includes 1,888,904 shares of Common Shares issuable to the CSFB Funds upon
the exercise of the Warrants which are exercisable on June 6, 2001.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 9 of 40 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 5,954,687 shares of Common Stock,
par value $0.01#+
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,954,687 shares of Common Stock, par value $0.01+
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%+
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
# Relates to the 5,954,687 shares of Common Stock held by CSFBEP, CSFBEP
Bermuda and Constellation.
+ Reflects the agreement set forth in the Voting Agreement as described
in Item 6 of the Amendment No. 1.
<PAGE>
SCHEDULE 13D
CUSIP No. 975515107 Page 10 of 40 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 ---------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 5,954,687 shares of Common Stock,
par value $0.01#+
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,954,687 shares of Common Stock, par value $0.01+
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.15%+
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK, HC, 00
-------------------------------------------------------------------------------
# Relates to the 5,954,687 shares of Common Stock held by CSFBEP, CSFBEP
Bermuda and Constellation.
+ Reflects the agreement set forth in the Voting Agreement as described in
Item 6 of the Amendment No. 1.
<PAGE>
This Amendment No. 1 ("Amendment No. 1") amends and restates in its
entirety the Report on Schedule 13D (the "Schedule 13D"), originally filed on
February 11, 2000, by the Reporting Persons, 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").
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Shares of the Issuer. The principal executive offices of the Issuer are
located at 685 Third Avenue, New York, NY 10017.
The Schedule 13D was filed due to the acquisition on February 1, 2000 (as
described below in Item 3) of Series G Senior Cumulative Participating
Convertible Preferred Stock, $.01 par value per share (the "Series G Shares"),
of the Issuer. The Series G Shares are convertible into Common Shares at any
time at the option of the holder of Series G Shares. Each holder of Series G
Shares is entitled to vote on all matters and is entitled, subject to the
Voting Agreement (as described in Item 6) to that number of votes equal to the
number of Common Shares into which such holder's Series G Shares could be
converted. If any cash dividends are paid on the Common Shares, the holders of
the Series G Shares are entitled to receive such cash dividend on an
as-converted basis. In addition, each Series G Share pays cumulative dividends
at a rate equal to the excess (if any) of (i) 5.75% per annum on its
liquidation preference over (ii) the amount of any regular cash dividends per
Series G Share that have been paid during the applicable dividend period on the
Common Shares. Such dividends are payable quarterly in arrears on March 15,
June 15, September 15 and December 15 of each year to the record holders of
Series G Shares as of March 1, June 1, September 1 and December 1. The Issuer
has the option to pay these dividends in cash or by adding the amount of the
dividend to the liquidation preference.
This Amendment No. 1 to Schedule 13D is being filed due to the recent
acquisition (as described below in Item 3) of Series H Senior Cumulative
Participating Convertible Preferred Stock, $.01 par value per share (the
"Series H Shares") of the Issuer, and warrants to purchase up to an aggregate
of 1,888,904 shares of Common Shares (the "Warrants") of the Issuer. The Series
H Shares are convertible into Common Shares at any time at the option of the
holder of Series H Shares. Each holder of Series H Shares is entitled to vote
on all matters and is entitled, subject to the Voting Agreement, to that number
of votes equal to the number of Common Shares into which such holder's Series H
Shares could be converted. If any cash dividends are paid on the Common Shares,
the holders of the Series H Shares are entitled to receive such cash dividend
on an as-converted basis. In addition, each Series H Share pays cumulative
dividends at a rate equal to the excess (if any) of (i) 12.5% per annum on its
liquidation preference over (ii) the amount of any regular cash dividends per
Series H Share that have been paid during the applicable dividend period on the
Common Shares. Such dividends are payable quarterly in arrears on March 15,
June 15, September 15 and December 15 of each year to the record holders of
Series H Shares as of March 1, June 1, September 1 and December 1. The Issuer
has the option to pay these dividends in cash or by adding the amount of the
dividend to the liquidation preference. The Warrants are exercisable during the
period commencing on the earlier of (i) 180 days from December 6, 2000 and (ii)
the date on which a change of control occurs and ending on December 6, 2005.
Item 2. Identity and Background.
This Amendment No. 1 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) EMA Funds LLC, a Delaware limited liability company ("EMA"),
(4) Constellation Equity Partners, L.P., a Delaware limited partnership
("Constellation" and, together with CSFBEP, CSFBEP Bermuda and EMA,
the "CSFB Funds"),
Page 11 of 40
<PAGE>
(5) Credit Suisse First Boston Advisory Partners, LLC, a Delaware limited
liability company ("CSFB Advisory Partners") and investment advisor
to CSFBEP, CSFBEP Bermuda and Constellation,
(6) Credit Suisse First Boston (Bermuda) Limited, a Bermuda company
limited by shares ("CSFB Bermuda Limited"), the managing member of
EMA,
(7) 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, and Credit Suisse First Boston
Corporation ("CSFBC"), a Massachusetts corporation and a
broker-dealer registered under the Securities Exchange Act of 1934,
to the extent that they constitute part of the Credit Suisse First
Boston business unit (the "CSFB Business Unit"),
(8) Hemisphere Private Equity Partners, Ltd., a Bermuda company limited
by shares ("Hemisphere"), the general partner of CSFBEP, CSFBEP
Bermuda and Constellation, and
(9) 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 principal business and office of each of the CSFB Funds, CSFB Advisory
Partners, CSFB Bermuda Limited, CSFBI, CSFB-USA and CSFBC is 11 Madison Avenue,
New York, New York 10010.
Pursuant to investment advisory agreements with CSFBEP, CSFBEP Bermuda and
Constellation, CSFB Advisory Partners makes all investment decisions for these
three CSFB Funds, including the decision to buy, sell or hold securities which
comprise the assets of each of the CSFB Funds. In addition, EMA must invest in
and dispose of its portfolio securities pro rata and simultaneously with CSFBEP
pursuant to EMA's limited liability company agreement. Thus, CSFB Advisory
Partners may be deemed to be the beneficial owner of the Series G Shares,
Series H Shares, the Warrants and the underlying Common Shares owned by the
CSFB Funds. CSFB Advisory Partners is a wholly-owned subsidiary of the Bank.
The investment committee of CSFB Advisory Partners that oversees the investment
decisions made for the CSFB Funds includes employees of the Private Equity
Division ("Private Equity Division") of the CSFB Business Unit. The Private
Equity Division reports directly to a board of directors of Credit Suisse First
Boston Private Equity ("CSFBPE"), a wholly-owned subsidiary of Credit Suisse
Group ("CSG"). Such board of directors is comprised in part of executive
officers of CSG; both CSG and CSFBPE are corporations formed under the laws of
Switzerland.
CSFB Bermuda Limited is the managing member of EMA and thus manages and
controls the affairs of EMA which, unlike the other CSFB Funds, is not advised
in its investment decisions by CSFB Advisory Partners. However, pursuant to its
limited liability company agreement, EMA 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% 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.
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
Page 12 of 40
<PAGE>
above, CSG and its consolidated 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 Common
Shares 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 Common Shares other than as reported in this
Amendment No. 1. CSG hereby undertakes to amend this Amendment No. 1, if
necessary, to include any material information required by Items 2 through 6 of
Schedule 13D with respect to any Common Shares that may be beneficially owned
by executive officers or directors of CSG.
Hemisphere is the general partner of CSFBEP, CSFBEP Bermuda and
Constellation 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
HM11, Hamilton, 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, Hamilton, 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-IX
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 or managing member, as the case may be.
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-IX, during the last five years (a) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S. Federal or State
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The beneficial ownership interest in the Common Shares underlying the
Series G Shares was obtained pursuant to the Securities Purchase Agreement
dated as of December 15, 1999 (the "Series G Securities Purchase Agreement")
among the Issuer and one of its wholly-owned subsidiaries, CSFBEP, CSFBEP
Bermuda, EMA Private Equity Fund 1999, L.P. ("EMA 1999") and several other
purchasers. Constellation acquired its beneficial ownership of the Common
Shares underlying the Series G Shares pursuant to an Assignment and Assumption
Agreement dated as of January 12, 2000 among CSFBEP, CSFBEP Bermuda, EMA 1999
and Constellation (collectively, the "Initial CSFB Funds"). EMA acquired its
beneficial ownership of the Common Shares underlying the Series G Shares from
EMA 1999, which is a member of EMA, pursuant to its limited liability company
agreement dated as of December 5, 2000. The acquisition of the Series G Shares
by the Initial CSFB Funds was made in exchange for $400,000,000. The cash
consideration came from funds available for investment of each of the Initial
CSFB Funds.
Page 13 of 40
<PAGE>
The beneficial ownership interest in the Common Shares underlying the
Series H Shares and the Warrants was obtained pursuant to the Securities
Purchase Agreement dated as of November 7, 2000 among the Issuer and one of its
wholly-owned subsidiaries, CSFBEP, CSFBEP Bermuda and several other purchasers
(the "Series H Securities Purchase Agreement"). Constellation and EMA each
acquired its beneficial ownership of the Common Shares underlying the Series H
Shares and the Warrants pursuant to an Assignment and Assumption Agreement
dated as of December 6, 2000 among the CSFB Funds. The acquisition of the
Series H Shares and the Warrants by the CSFB Funds was made in exchange for
$111,112,000. The cash consideration came from funds available for investment
of each of the CSFB Funds.
Separate from the transaction described above in this Item 3 and in
connection with its regular broker-dealer activities, CSFBC engages in purchase
and sale transactions in the Common Shares and certain shares of preferred
stock of the Issuer that are convertible into Common Shares ("Convertible
Shares") as a market maker. As of the filing date, CSFBC held a net position
(including Convertible Shares on an as-converted basis) of 159,583 Common
Shares in its trading account, acquired from time to time in open market
transactions in the ordinary course of business, using working capital funds.
The CSFB Business Unit, by virtue of the Bank's indirect majority ownership of
CSFBC, may be deemed to share the power to vote or direct the vote and dispose
or direct the disposition of the Common Shares held by CSFBC pursuant to its
trading activities described above.
Item 4. Purpose of Transaction.
The CSFB Funds have acquired the Series G Shares, the Series H Shares and
the Warrants for investment. The CSFB Funds intend to review from time to time
the Issuer's business affairs and financial position. Based on such evaluation
and review, as well as general economic and industry conditions existing at the
time, the CSFB Funds may consider from time to time various alternative courses
of action. Subject to the Amended and Restated Shareholders Agreement (as
described in Item 6), such actions may include the acquisition of Common Shares
or additional Series G Shares, Series H Shares or Warrants through open market
purchases, privately negotiated transactions, a tender offer, an exchange offer
or otherwise. Alternatively, such actions may involve the sale of all or a
portion of Common Shares, Series G Shares, Series H Shares or Warrants in the
open market, in privately negotiated transactions, through a public offering or
otherwise. Except as set forth above, the CSFB Funds have no plans or proposals
which relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Pursuant to the
Amended and Restated Shareholders Agreement, CSFBEP has the right to designate
one director nominee to the Board of Directors of the Issuer so long as it
continues to beneficially own 40% of its initial holdings of Series G Shares or
Series H Shares on an as-converted basis.
Item 5. Interest in Securities of the Issuer.
(a) The CSFB Funds have acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially own, (i) 400,000 Series G
Shares, representing approximately 44.4% of the outstanding Series G Shares of
the Issuer; (ii) 111,112 Series H Shares, representing approximately 41.2% of
the outstanding Series H Shares of the Issuer; and (iii) Warrants to purchase
1,888,904 Common Shares of the Issuer.
By virtue of holding these Series G Shares, Series H Shares and Warrants,
the CSFB Funds beneficially own approximately 15,608,672 Common Shares
(including 1,888,904 Common Shares issuable upon the exercise of the Warrants),
representing (x) approximately 14.5% beneficial ownership of Common Shares and
(y) 4.9% of the voting power of the Issuer. The individual holdings of the CSFB
Funds are as follows: (i) CSFBEP - 8,896,231 Common Shares, representing
approximately 8.8% beneficial ownership of Common Shares and 2.8% of the voting
power of the Issuer, (ii) CSFBEP Bermuda - 2,487,641 Common Shares,
representing approximately 2.6% beneficial ownership of Common Shares and 0.8%
of the voting power of the Issuer, (iii) EMA - 842,871 Common Shares,
representing approximately 0.9% beneficial ownership of Common Shares and 0.3%
of the voting power of the Issuer and (iv) Constellation - 3,381,929 Common
Shares, representing approximately 3.5% beneficial ownership of Common Shares
and 1.1% of the voting power of the Issuer.
As described in Item 2 and the following sentence, CSFB Advisory Partners
may be deemed to beneficially own the 15,608,672 Common Shares held by the CSFB
Funds and the 60,000 Option Shares held by Hartley R. Rogers, representing
approximately 14.5% beneficial ownership of Common Shares. As of the filing
date, Hartley R.
Page 14 of 40
<PAGE>
Rogers, in his capacity as a former Director of the Issuer designated by
CSFBEP, holds options to buy 60,000 Common Shares (the "Options") at the
exercise price of $47.2083 per Common Share (the Common Shares issuable upon
the exercise of the Options are referred to herein as the "Option Shares"). Mr.
Rogers has assigned all economic interest in and power to exercise the Options
to CSFB Advisory Partners.
As described in Item 2, CSFB Bermuda Limited as the managing member of EMA
may be deemed to be the beneficial owner of the 340,378 Common Shares held by
EMA (which may be voted by such funds pursuant to the Voting Agreement),
representing approximately 0.4% beneficial ownership of Common Shares.
As of the filing date, CSFBC, in connection with its broker-dealer
activities, beneficially owned a net position (including Convertible Shares on
an as-converted basis) of 159,583 Common Shares. The CSFB Business Unit, by
virtue of the Bank's 100 percent ownership of CSFB Advisory Partners and
indirect majority ownership of CSFBC, may be deemed to beneficially own, on an
as-converted basis, 15,828,255 Common Shares, representing approximately 14.5%
beneficial ownership of Common Shares.
Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and
Constellation, and Hemisphere Trust, as the 100 percent owner of Hemisphere,
may be deemed to beneficially own the 5,954,687 Common Shares held by these
three funds (which may be voted by such funds pursuant to the Voting
Agreement), representing approximately 6.1% beneficial ownership of Common
Shares.
The foregoing percentages are based on 92,193,015 Common Shares
outstanding on October 31, 2000.
Except as set forth in this Item 5(a), none of the Reporting Persons nor,
to the best of its knowledge, any persons named in Schedules I-IX hereto owns
beneficially any Series G Shares, Series H Shares, Warrants or Common Shares.
(b) The CSFB Funds have sole power to vote and to dispose of 400,000
Series G Shares, 111,112 Series H Shares and 1,888,904 Common Shares issuable
upon the exercise of the Warrants (the "Warrant Shares"); provided that
pursuant to the Voting Agreement (as described in Item 6), these Series G
Shares, Series H Shares and Warrant Shares held by the CSFB Funds may not, in
the aggregate, represent more than 4.9% of the outstanding voting power of the
Issuer.
Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and
Constellation, and Hemisphere Trust, as the 100 percent owner of Hemisphere,
may be deemed to share voting power with these three funds over the 5,954,687
Common Shares held by such funds (which may be voted by them pursuant to the
Voting Agreement).
CSFB Bermuda Limited, as the managing member of EMA, 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 EMA over the 340,378 Common
Shares held by EMA (which may be voted by EMA pursuant to the Voting
Agreement). 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 15,608,672
Common Shares held by the CSFB Funds and the 60,000 Option Shares held by
Hartley R. Rogers. Further, the CSFB Business Unit, by virtue of the Bank's
indirect majority ownership of CSFBC, may be deemed to share the power to vote
or direct the vote and dispose or direct the disposition of the 159,583 shares
of Common Stock held by CSFBC pursuant to its trading activities described in
Item 4.
(c) During the past 60 days, other than as described in the following
sentence, no transactions in the Common Shares 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 on Schedules I-IX. During the past 60 days,
CSFBC has effectuated as a market maker in the ordinary course of business, (i)
4459 transactions in the Common Shares, purchasing and selling the Common
Shares at prices ranging from $13.75 to $27.75, (ii) 5 transactions in the
Issuer's 6% Series A Cumulative Convertible Preferred Stock, $.01 par value per
share (the "Series A Shares"), purchasing and selling the Series A Shares at
prices ranging from $30.25 to $38.50, (iii) 12 transactions in the Issuer's 7%
Series D Senior Cumulative Convertible Preferred Stock, $.01 par value per
share (the "Series D Shares"), purchasing and selling the Series D Shares at
prices ranging from $33.00 to $39.04 and (iv) 32 transactions in the Issuer's
7.25% Series F
Page 15 of 40
<PAGE>
Senior Cumulative Convertible Preferred Stock, $.01 par value per share (the
"Series F Shares"), purchasing and selling the Series F Shares at prices
ranging from $535.00 to $710.00.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On December 6, 2000, the CSFB Funds entered into an Amended and Restated
Shareholders Agreement with the Issuer, amending and restating the Shareholders
Agreement dated as of February 1, 2000 (as amended), pursuant to which (a) each
of the CSFB Funds agreed that until the earlier of February 1, 2010 or the date
on which such CSFB Fund holds less than 20% of its initial holdings of Series G
Shares or Series H Shares on an as-converted basis, it will not purchase any
additional voting securities of the Issuer without the Issuer's consent, (b)
each of the CSFB Funds are subject to certain restrictions on transfer relating
to its Series G Shares, Series H Shares, Warrants and the underlying Common
Shares and (c) the Issuer granted the CSFB Funds customary demand and
"piggyback" registration rights.
The form of Amended and Restated Shareholders Agreement was previously
filed on November 17, 2000 with the Securities and Exchange Commission (the
"Commission") under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") by the Issuer as an exhibit to the Current Report on Form 8-K/A
dated November 7, 2000 and is hereby incorporated by reference.
On December 6, 2000, the CSFB Funds entered into an agreement with the
Issuer (the "Voting Agreement") pursuant to which the CSFB Funds irrevocably
agreed to vote all their Series G Shares, Series H Shares and Common Shares
that represent, on an as-converted basis, in excess of 4.9% of the outstanding
voting power of the Issuer, in proportion to all votes cast by the other
holders of voting securities of the Issuer. The Voting Agreement is filed as an
exhibit hereto.
Except for the Amended and Restated Shareholders Agreement and the Voting
Agreement described above and except as described above in Item 2 and Item 5,
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, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: The Series G Securities Purchase Agreement, as previously filed
with the Commission under the Exchange Act by the Issuer as an exhibit to the
Current Report on Form 8-K dated December 15, 1999 and is hereby incorporated
by reference.
Exhibit 2: Form of Certificate of Designations, Preferences and Rights of
Series G Senior Cumulative Participating Convertible Preferred Stock, as
previously filed with the Commission under the Exchange Act by the Issuer as an
exhibit to the Current Report on Form 8-K dated December 15, 1999 and is hereby
incorporated by reference.
Exhibit 3: The Series H Securities Purchase Agreement, as previously filed
with the Commission under the Exchange Act by the Issuer as an exhibit to the
Current Report on Form 8-K/A dated November 7, 2000 and is hereby incorporated
by reference.
Exhibit 4: Form of Certificate of Designations, Preferences and Rights of
Series H Senior Cumulative Participating Convertible Preferred Stock, as
previously filed with the Commission under the Exchange Act by the Issuer as an
exhibit to the Current Report on Form 8-K/A dated November 7, 2000 and is
hereby incorporated by reference.
Page 16 of 40
<PAGE>
Exhibit 5: Form of Warrants, as previously filed with the Commission under
the Exchange Act by the Issuer as an exhibit to the Current Report on Form
8-K/A dated November 7, 2000 and is hereby incorporated by reference.
Exhibit 6: The form of Amended and Restated Shareholders Agreement, as
previously filed with the Commission under the Exchange Act by the Issuer as an
exhibit to the Current Report on Form 8-K/A dated November 7, 2000 and is
hereby incorporated by reference.
Exhibit 7: The Voting Agreement dated as of December 6, 2000 among the
Issuer and the CSFB Funds.
Page 17 of 40
<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 8, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 18 of 40
<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 8, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 19 of 40
<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 8, 2000
EMA FUNDS LLC
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 20 of 40
<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 8, 2000
CONSTELLATION EQUITY PARTNERS, L.P.
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 21 of 40
<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 8, 2000
CREDIT SUISSE FIRST BOSTON ADVISORY
PARTNERS, LLC
By: /s/ Hartley R. Rogers
----------------------------
Name: Hartley R. Rogers
Title: Managing Director
Page 22 fo 40
<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 8, 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 23 of 40
<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 8, 2000
CREDIT SUISSE FIRST BOSTON (BERMUDA) LIMITED
By: /s/ Joseph F. Huber
----------------------------
Name: Joseph F. Huber
Title: Vice President
Page 24 of 40
<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 8, 2000
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
By: /s/ Marty Brandt
----------------------------
Name: Marty Brandt
Title: Director
Page 25 of 40
<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 8, 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 26 of 40
<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>
<S> <C>
Name and Business Address of Directors Present Principal Occupation Including Name of 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 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>
<S> <C>
Name and Business Address of Executive Officers Present Principal Occupation Including Name of Employer
-------------------------------------------------------- -----------------------------------------------------------
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 27 of 40
<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 28 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
-------------------------------------------------- --------------------------------------------------------------
Directors and Executive Officers
Allen D. Wheat.................................... Chief Executive Officer, Credit Suisse First Boston and
Chairman member of the Executive Board, Credit Suisse Group
Brady W. Dougan................................... Head of Equities of Credit Suisse First Boston Business Unit
Board Member
Stephen A.M. Hester............................... Chief Financial Officer, Credit Suisse First Boston, Inc.
Board Member
David C. Mulford.................................. Vice Chairman, Credit Suisse First Boston, Inc. and
Board Member Chairman International, Credit Suisse First Boston Business Unit
Stephen E. Stonefield............................. Chairman Pacific, Credit Suisse First Boston Business Unit
Board Member
Uetlibergstrasse 231
P.O. Box 900, CH-8045
Zurich, Switzerland
Charles G. Ward III............................... Head of Corporate and Investment Banking, Credit Suisse
Board Member First Boston Corporation
David A. DeNunzio................................. Chief Executive Officer, Private Equity Division
Executive Officer
John M. Hennessy.................................. Chairman, Private Equity Division
Executive Officer
Anthony F. Daddino................................ Chief Administrative Officer of Credit Suisse First Boston
Board Member Business Unit
Page 29 of 40
<PAGE>
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
Business Unit
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
</TABLE>
Messrs. Hester, Hotimsky and Mulford are British citizens, and Mr. Meyenburg
is a citizen of Switzerland.
Page 30 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name 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
</TABLE>
Page 31 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------- ---------------------------------------------------------------
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 32 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
--------------------------------------------------------------- -------------------------------------------------------
Directors
Thomas Healy................................................... Chief Executive Officer
Ronan Daly..................................................... Managing Director,
Hemisphere Management (Ireland) Limited, Hemisphere Management (Ireland) Limited
4(th) 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 33 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
-----------------------------------------------------------------------------------------------------------------------
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 34 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------- -------------------------------------------------------
Directors and Executive Officers
David M. Brodsky................................. General Counsel, Credit Suisse
General Counsel First Boston Corporation
Richard F. Brueckner............................. Managing Director of Credit Suisse First Boston Corporation
Managing Director
Michael J. Campbell.............................. Managing Director of Credit Suisse First Boston Corporation
Managing Director
Anthony F. Daddino............................... Chief Administrative Officer of Credit Suisse First Boston
Managing Director Business Unit
Frank J. Decongelio, Jr.......................... Head of Operations of Credit Suisse First Boston Corporation
Chief Operations Officer
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 Financial Officer of Credit Suisse First Boston Corporation
Chief Financial Officer
Hamilton E. James................................ Co-Head of Investment Banking of Credit Suisse First
Board Member Boston Business Unit
Managing Director
Joseph T. McLaughlin............................. Executive Vice President - Legal and Regulatory Affairs of
Board Member Credit Suisse First Boston Business Unit
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, Credit Suisse First Boston Corporation
Board Member
Page 35 of 40
<PAGE>
Joe L. Roby...................................... Chairman of Credit Suisse First Boston Business Unit
Board Member
Lori M. Russo.................................... Secretary, Credit Suisse First Boston Corporation
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 36 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------------- -------------------------------------------------------
Directors and Executive Officers
Anthony F. Daddino..................................... Chief Administrative Officer of Credit Suisse First Boston Corporation
Chief Financial and Administrative Officer
and Board Member
Brady W. Dougan........................................ Head of Equities of Credit Suisse First Boston Business Unit
Division Head - Equities
and 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 Corporation
Chief Financial Officer
Gates H. Hawn.......................................... Head of Financial Services of Credit Suisse First Boston Business Unit
Head of Financial Services
and Board Member
Stephen A.M. Hester.................................... Head of Fixed Income of Credit Suisse First Boston Business Unit
Division Head - Fixed Income
and Board Member
Hamilton E. James...................................... Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
and 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
and Board Member
Garrett M. Moran....................................... Head of Private Equity of Credit Suisse First Boston Business Unit
Head of Private Equity
Robert C. O'Brien...................................... Chief Credit Officer of Credit Suisse First Boston Business Unit
Chief Credit Officer
Joe L. Roby............................................ Chairman of the Credit Suisse First Boston Business Unit
Board Member
Page 37 of 40
<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 Member
and Operations and Board 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
and Board Member
Allen Wheat............................................ Chairman of the Executive Board and President and Chief
President and Chief Executive Executive Officer of Credit Suisse First Boston Business 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 38 of 40
<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>
<S> <C>
Name and Business Address Present Principal Occupation Including Name of Employer
------------------------------------------------------- -------------------------------------------------------
Directors and Executive Officers
Anthony F. Daddino..................................... Chief Administrative Officer of Credit Suisse First Boston Corporation
Chief Financial and Administrative Officer
and Board Member
Brady W. Dougan........................................ Head of Equities of Credit Suisse First Boston Business Unit
Division Head - Equities
and 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 Corporation
Chief Financial Officer
Gates H. Hawn.......................................... Head of Financial Services of Credit Suisse First Boston Business Unit
Head of Financial Services
and Board Member
Stephen A.M. Hester.................................... Head of Fixed Income of Credit Suisse First Boston Business Unit
Division Head - Fixed Income
and Board Member
Hamilton E. James...................................... Co-Head of Investment Banking of Credit Suisse First
Division Co-Head - Investment Banking Boston Business Unit
and 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
and Board Member
Garrett M. Moran....................................... Head of Private Equity of Credit Suisse First Boston Business Unit
Head of Private Equity
Robert C. O'Brien...................................... Chief Credit Officer of Credit Suisse First Boston Business Unit
Chief Credit Officer
Joe L. Roby............................................ Chairman of the Credit Suisse First Boston Business Unit
Board Member
Page 39 of 40
<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 Member
and Operations and Board 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
and Board Member
Allen Wheat............................................ Chairman of the Executive Board and President and Chief
President and Chief Executive Executive Officer of Credit Suisse First Boston Business 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 40 of 40
<PAGE>
EMA FUNDS LLC
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS: that EMA Funds LLC, a Delaware limited
Liability Company ("EMA Fund"), does hereby irrevocably make, constitute and
appoint each of the hereunder mentioned persons as its true and lawful
attorney-in-fact to represent EMA Fund with full power of substitution and full
power and authority in its name, place and stead, and with all rights and
obligations connected therewith to execute and deliver for and on behalf of EMA
Fund any transaction documents, certificates, instruments, filings or
agreements and to do and perform any acts whatsoever necessary or advisable in
connection with or relating to an initial or subsequent investment directly or
indirectly in Winstar Communications, Inc,, or any of its subsidiaries or
affiliates (the "Investment"), including, without limitation, executing legal
documentation, appearing at meetings or otherwise acting on EMA Fund's behalf,
provided that any powers of attorney granted by such attorneys-in-fact in
connection herewith shall only be authorized hereunder if it (i) is limited to
a duration of three months or less, (ii) grants power of attorney only with
respect to a specific transaction in connection with the Investment, and (iii)
prohibits the granting of further power of attorney:
Mr. George R. Hornig
Mr. Kenneth J. Lohsen
Mr. Michael Schmertzler
Mr. Hartley R. Rogers
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date hereof and
shall continue until June 30, 2001, unless sooner terminated by the
undersigned. This Limited Power of Attorney shall be governed by and construed
in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the 4th day
of December.
EMA FUNDS LLC
By: Credit Suisse First Boston (Bermuda)
Limited, its managing member
By: /s/ David A. DeNunzio
--------------------------------
Name: David A. DeNunzio
Title: President
