<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BRIGHAM EXPLORATION COMPANY
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
109178 10 3
(CUSIP Number)
Lindsay Hollister
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010
(212) 325-2000
(Name, address and telephone number of person authorized
to receive notices and communications)
NOVEMBER 1, 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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
(Continued on following pages)
(Page 1 of 7)
<PAGE> 2
CUSIP NO. 109178 10 3 Page 2 of 7 Pages
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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
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2. Check the Appropriate Box if a Member of a Group
(a)
(b)(X)
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3. SEC Use Only
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4. Source of Funds
NOT APPLICABLE
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
SWITZERLAND
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Number of 7. Sole Voting Power
Shares SEE ITEM 5
Beneficially 8. Shared Voting Power
Owned by SEE ITEM 5
Each Reporting 9. Sole Dispositive Power
Person With SEE ITEM 5
10. Shared Dispositive Power
SEE ITEM 5
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
SEE ITEM 5
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
SEE ITEM 5
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14. Type of Reporting Person
BK, HC, OO
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<PAGE> 3
CUSIP NO. 109178 10 3 Page 3 of 7 Pages
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, $0.01 par value per share (the "Common Stock"), of Brigham Exploration
Company, a Delaware corporation (the "Company"), that may be acquired upon
exercise of warrants (the "Warrants") to purchase 6,666,667 shares of Common
Stock (the "Warrant Shares"). The principal executive offices of the Company are
at 6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas 78730.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) & (f) This Statement is being filed by Credit Suisse First Boston
(the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to the
extent that they constitute part of the Credit Suisse First Boston business unit
(the "CSFB business unit" or the "Reporting Person"). The CSFB business unit is
engaged in the corporate and investment banking, trading (equity, fixed income
and foreign exchange), private equity investment and derivatives businesses on a
worldwide basis. The Bank's registered head office is located at
Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland. The Bank and
its subsidiaries engage in other separately managed activities, most of which
constitute the independently operated Credit Suisse Asset Management business
unit; the Credit Suisse Asset Management business unit provides asset management
and investment advisory services to institutional investors worldwide.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware
corporation. The ultimate parent company of the Bank and CSFBI, and the direct
owner of the remainder of the voting stock of CSFBI is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland.
As of November 3, 2000, CSFBI acquired all of the voting stock of
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed
Credit Suisse First Boston (USA), Inc. ("CSFB-USA") and the following entities
became indirect subsidiaries of CSFBI: (1) DLJMB Funding III, Inc., a Delaware
corporation ("Funding III"); (2) DLJ ESC II L.P., a Delaware limited partnership
("ESC II"); (3) DLJ LBO Plans Management Corporation, a Delaware corporation
("LBO"); and (4) DLJ Capital Investors, Inc., a Delaware corporation ("DLJCI"
and together with LBO, ESC II and Funding III, the "DLJ Entities").
ESC II is a Delaware limited partnership and "employee securities company"
as defined in the Investment Company Act of 1940, as amended. LBO, as the
Managing General Partner of ESC II, makes all of the investment decisions on
behalf of ESC II.
LBO is a Delaware corporation and a registered investment advisor. LBO is a
wholly owned subsidiary of DLJCI. As the Managing General Partner of ESC II, LBO
is responsible for the day-to-day management of ESC II.
Funding III is a Delaware corporation which makes investments for long term
appreciation. Funding III is a wholly owned subsidiary of DLJCI.
DLJCI is a Delaware corporation and is a holding company. DLJCI is a wholly
owned subsidiary of CSFB-USA.
CSFB-USA directly owns all of the capital stock of DLJCI. CSFB-USA, acting
on its own behalf or through its subsidiaries, is a registered broker/dealer and
registered investment advisor engaged in
<PAGE> 4
CUSIP NO. 109178 10 3 Page 4 of 7 Pages
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investment banking, institutional trading and research, investment management
and financial and correspondent brokerage services.
The principal business of CSG is acting as a holding company for a global
financial services group with five distinct specialized business units that are
independently operated. In addition to the two business units referred to above,
CSG and its subsidiaries (other than the Bank and its subsidiaries) are
comprised of (a) the Credit Suisse Private Banking business unit that engages in
global private banking business, (b) the Credit Suisse business unit that
engages in the Swiss domestic banking business and (c) the Winterthur business
unit that engages in the global insurance business. CSG's principal business
address is: Paradeplatz 8, Postfach 1, CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own the
Warrants and the Warrant Shares, and such Warrant Shares are not reported in
this Statement. Due to the separate management and independent operation of its
business units, CSG disclaims beneficial ownership of Warrants and the Warrant
Shares beneficially owned by its direct and indirect subsidiaries, including the
Reporting Person. The Reporting Person disclaims beneficial ownership of shares
of Common Stock beneficially owned by CSG and any of CSG's and the Bank's other
business units.
The address of the principal business and office of CSFBI is 11 Madison
Avenue, new York, New York 10010. The address of the principal business and
office of each of the DLJ Entities is 277 Park Avenue, New York, New York 10172.
The name, business address, citizenship, present principal occupation or
employment and the name and business address of any corporation or organization
in which each such employment is conducted, of each executive officer or
director of the Reporting Person, CSFBI, CSFB-USA and those DLJ Entities that
are corporations are set forth on Schedules A through F, respectively, attached
hereto, each of which is incorporated by reference herein.
(d) & (e) During the past five (5) years, none of the Reporting Person,
CSFBI, CSFB-USA, the DLJ Entities nor, to the best knowledge of the Reporting
Person, any of the persons listed on Schedules A through F attached hereto, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The purchase price of for the purchase of the Warrants was funded through
internally generated funds of Funding III and ESC II.
ITEM 4. PURPOSE OF TRANSACTION.
On November 1, 2000, Funding III purchased from the Company warrants to
purchase 6,036,667 shares of Common Stock (the "Funding III Warrants") and ESC
II purchased from the Company warrants to purchase 630,000 shares of Common
Stock (the "ESC II Warrants"), both pursuant to a Securities Purchase Agreement
dated November 1, 2000 by and among the Company, Funding III and ESC II (the
"Securities Purchase Agreement"). The Warrants are immediately exercisable at a
price of $3.00 per share (the "Exercise Price") and expire on November 1, 2010.
The Exercise Price may be paid in cash or by the delivery of shares of Series A
Preferred Stock of the Company, par value $.01 per share
<PAGE> 5
CUSIP NO. 109178 10 3 Page 5 of 7 Pages
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("Series A Preferred Stock") issued and sold to Funding III and ESC II (as
described below) based on 100% of the stated value of such shares, plus accrued
dividends thereon. In addition, the Warrants must be exercised upon the written
request by the Company if the reported trading price per share of Common Stock
exceeds $5.00 per share for sixty consecutive trading days.
The Exercise Price and number of shares of Common Stock purchasable upon
exercise of the Warrants are subject to ordinary and customary antidilution
adjustments in the case of mergers, consolidations, reclassifications, stock
splits or dividend distributions in the form of securities of the Company. The
Exercise Price is also subject to an antidilution adjustment on a
weighted-average basis for the issuance of additional shares of Common Stock or
securities that are exercisable for or convertible into Common Stock, other than
options granted under employee benefit plans ("common stock equivalents"), at a
price per share that is less than the average of the high and low trading price
per share of Common Stock for the twenty days immediately preceeding the date
such issuance was authorized by the board of directors of the Company (the
"Market Price"). Notwithstanding the preceeding sentence, until November 1,
2002, if the Company issues (i) additional shares of Common Stock at a price per
share less than the then current Exercise Price, then the Exercise Price then in
effect shall be adjusted to equal the price per share of such newly-issued
shares of Common Stock, and (ii) common stock equivalents having an exercise or
conversion price that is less than the then current Exercise Price, then the
Exercise Price then in effect shall be adjusted to equal the exercise or
conversion price per share of such newly-issued common stock equivalent. In
addition, if an adjustment is made to the Exercise Price as a result of the
issuance of additional shares of Common Stock or common stock equivalents, then
the number of shares of Common Stock that may be acquired upon exercise of the
Warrants shall also be adjusted to a number of shares equal to (i) the number of
shares of Common Stock that may be acquired upon exercise of the Warrants
immediately prior to such issuance, multiplied by (ii) a fraction, the numerator
of which is the Exercise Price immediately prior to such issuance, and the
denominator of which is the Exercise Price immediately after to such issuance.
No adjustments shall be made to the Exercise Price upon the issuance of
additional shares of Common Stock pursuant to (i) the exercise of warrants or
options outstanding as of the date the Warrants were issued, (ii) the exercise
of options granted under a employee benefit plan having a strike price that is
not less than the lesser of Market Price or the fair market value per share as
determined under the plan, or (iii) a public offering by the Company.
Pursuant to the terms of the Securities Purchase Agreement, simultaneous
with their acquisitions of the Warrants, Funding III purchased 905,500 shares of
Series A Preferred Stock and ESC II purchased 94,500 shares of Series A
Preferred Stock. Dividends accrue on the Series A Preferred Stock at a rate of
six percent per annum of the stated value of $20.00 per share, which dividends
may be paid in cash or in-kind. If dividends are paid in kind, the dividend rate
shall increase to 8% per annum. The shares of Series A Preferred Stock are
senior in right of dividends and liquidation to the Common Stock and are not
convertible into Common Stock. The Company may, at its option, redeem the Series
A Preferred Stock at any time at 101% of its stated value. The Series A
Preferred Stock is also mandatorily redeemable on November 1, 2010.
Funding III and ESC II acquired the Funding III Warrants and the ESC II
Warrants, respectively, for general investment purposes. Funding III and ESC II
reserve the right to change their respective business intent. Subject to the
agreements discussed herein or attached hereto, and to market conditions and
other factors, any of Funding III, ESC II or other affiliates of CSFB-USA may
acquire or dispose of shares of Common Stock from time to time in the future.
Either of Funding III or ESC II may enter into agreements with third parties
relating to acquisitions of shares of Common Stock, or open market, privately
negotiated or other transactions and may enter into agreements with management
of the
<PAGE> 6
CUSIP NO. 109178 10 3 Page 6 of 7 Pages
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Company relating to acquisitions of shares of Common Stock by members of
management, issuances of options to management or may affect other similar
agreements or transactions. Except as set forth herein, neither Funding III nor
ESC II has any plan 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.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this statement, Funding III directly holds
Warrants convertible into 6,036,667 shares of Common Stock and has the shared
power to vote and direct the disposition of such Warrants in accordance with the
relationships described in Item 2, above.
As of the date of this statement, ESC II directly holds Warrants
convertible into 630,000 shares of Common Stock and has the shared power to vote
and direct the disposition of such Warrants in accordance with the relationships
described in Item 2, above.
As a result of the holdings of the Company's securities described above,
the Reporting Person may be deemed to beneficially own indirectly 6,666,667
shares of Common Stock, representing 29.4% of the outstanding shares of Common
Stock.
(c) Except as described herein, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of the Persons listed on Schedules A
through F effected any transactions in the Common Stock since September 2, 2000.
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for their relationships as directors and/or officers of the
Reporting Person and its affiliates as described in Item 2 above, there are no
contracts, arrangements, understandings or relationships with any other person
regarding any securities of the Company, including but not limited to transfer
or voting of any of such 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.
In accordance with Rule 13d-4 promulgated under the Act, the Reporting
Person expressly declares that the filing of this statement shall not be
construed as an admission that it, for purposes of Section 13(d) or Section
13(g) of the Act, is the beneficial owner of any securities of the issuer other
than as expressly described in Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Securities Purchase Agreement dated November 1, 2000
Exhibit 2 Warrant Certificate No. 1 representing rights to purchase
6,036,667 shares of Company common stock (Warrant Certificate
No. 2, representing rights to purchase 630,000 shares of
Company common stock, is in substantially the same form as
Warrant Certificate No. 1)
<PAGE> 7
CUSIP NO. 109178 10 3 Page 7 of 7 Pages
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Exhibit 3 Registration Rights Agreement dated November 1, 2000
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 2001
CREDIT SUISSE FIRST BOSTON, ACTING
SOLELY ON BEHALF OF THE CREDIT
SUISSE FIRST BOSTON BUSINESS UNIT
By: /s/ Lindsay Hollister
---------------------------------
Name: Lindsay Hollister
-------------------------------
Title: Director
------------------------------
<PAGE> 8
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
DLJMB FUNDING, III, INC.
The names of the Directors and the names and titles of the Executive
Officers of DLJ MB Funding, III, Inc. ("Funding III") and their business
addresses and principal occupations are set forth below. The business address of
Funding III is 277 Park Avenue, New York, New York 10172.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
* Anthony F. Daddino 277 Park Avenue Chief Administrative Officer, USA
President New York, NY 10172 Credit Suisse First Boston
Business Unit
Nicole S. Arnaboldi 277 Park Avenue Managing Director and Chief USA
Chief Operating Officer New York, N.Y. 10172 Administrative Officer, Credit
Suisse First Boston Business Unit
Ivy B. Dodes 277 Park Avenue Senior Vice President, USA
Senior Vice President New York, NY 10172 Principal, DLJ Merchant Banking,
Inc.
Edward A. Poletti 277 Park Avenue Principal, USA
Senior Vice President and New York, NY 10172 DLJ Merchant Banking, Inc.
Controller
Michael S. Isikow 277 Park Avenue Principal, USA
Senior Vice President New York, NY 10172 DLJ Merchant Banking, Inc.
Mark A. Competiello 277 Park Avenue Senior Vice President and Tax USA
Vice President and Tax New York, NY 10172 Officer, Donaldson Lufkin &
Manager Jenrette
Securities Corporation
Stuart S. Flamberg 277 Park Avenue Senior Vice President and Tax USA
Vice President and Director New York, NY 10172 Officer, Donaldson Lufkin &
of Taxes Jenrette
Securities Corporation
*Director
</TABLE>
<PAGE> 9
Schedule B
Executive Officers and Directors
of
DLJ Capital Investors, Inc.
The following table sets forth the name, business address,
present principal occupation and citizenship of each executive board member and
executive officer of the DLJ Capital Investors, Inc. The business address of the
DLJ Capital Investors, Inc. is 277 Park Avenue, New York, NY 10172.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Anthony F. Daddino 277 Park Avenue Chief Administrative Officer, USA
Executive Vice President and Chief New York, NY 10172 Credit Suisse First Boston
Financial Officer business unit
Joe L. Roby 277 Park Avenue Chairman, Credit Suisse First USA
Chief Operating Officer New York, NY 10172 Boston business unit
Hamilton E. James 277 Park Avenue Co-Head of Investment Banking, USA
Chief Executive Officer New York, NY 10172 Credit Suisse First Boston
business unit
</TABLE>
<PAGE> 10
Schedule C
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the DLJ LBO Plans Management Corporation. The business
address of the DLJ LBO Plans Management Corporation is 277 Park Avenue, New
York, NY 10172.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
President New York, NY 10010 Credit Suisse First Boston
business unit
Vincent DeGiaimo 277 Park Avenue Investment Banker USA
Senior Vice President New York, NY 10172
Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant Banking, USA
Senior Vice President and Controller New York, NY 10172 Inc.
James D. Allen 277 Park Avenue Vice President, Donaldson, USA
Vice President New York, NY 10172 Lufkin & Jenrette Securities
Corporation
Ivy B. Dodes 277 Park Avenue Senior Vice President/Principal, USA
Vice President and New York, NY 10172 DLJ Merchant Banking, Inc.
Assistant Secretary
John S. Ficarra 277 Park Avenue Vice President, Donaldson, USA
Vice President New York, NY 10172 Lufkin & Jenrette Securities
Corporation
Osamu Watanabe 2121 Avenue of the Stars 30th Vice President, Donaldson, USA
Vice President Floor Lufkin & Jenrette Securities
Los Angeles, CA 90067 Corporation
Arthur S. Zuckerman 277 Park Avenue Chief Administrative Officer, USA
Vice President New York, NY 10172 Sprout Group
Richard A. Scardina 277 Park Avenue Assistant Vice President, USA
Divisional Vice President New York, NY 10172 Donaldson, Lufkin & Jenrette
Securities Corporation
</TABLE>
<PAGE> 11
Schedule D
Directors and Executive Officers
of
Credit Suisse First Boston (USA), Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB-USA. The business address of the CSFB-USA is 11
Madison Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Joe L. Roby 11 Madison Avenue New York, Chairman, Credit Suisse First USA
Board Member NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive Officer New York, NY 10010 and President and Chief
and Board Member Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Financial and Administrative New York, NY 10010 Credit Suisse First Boston
Officer and Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board New York, NY 10010 First Boston business unit
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First
Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First
Finance Boston business unit
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Division Head of Private Equity New York, NY 10010 Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Division Head-Finance, Administration New York, NY 10010 Board and Chief Financial
and Operations and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Robert M. Baylis 11 Madison Avenue Member of the Board of Directors USA
Board Member New York, NY 10010 for various unaffiliated
companies and organizations
Philip K. Ryan 11 Madison Avenue Member of the Executive Board USA
Board Member New York, NY 10010 and Chief Financial Officer,
Credit Suisse Group
Maynard J. Toll, Jr. 11 Madison Avenue Retired investment Banker; USA
Board Member New York, NY 10010 Chairman, Edmund S. Muskie
Foundation; President, Nelson &
Toll Properties, Ltd.
</TABLE>
<PAGE> 13
Schedule E
Directors and Executive Officers
of
Credit Suisse First Boston, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFBI. The business address of the CSFBI is 11 Madison
Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive Officer New York, NY 10010 and President and Chief
and Board Member Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Administrative Officer and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board New York, NY 10010 First Boston business unit
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First
Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First
Finance Boston business unit
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Chief Financial Officer and New York, NY 10010 Board and Chief Financial
Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Garret M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Head of Private Equity New York, NY 10010 Suisse First Boston business unit
</TABLE>
<PAGE> 15
Schedule F
Executive Board Members and Executive Officers
of
the CSFB business unit
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB business unit. The business address of the CSFB
business unit is 11 Madison Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
Chairman New York, NY 10010 and President and Chief
Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Board Member New York, NY 10010 First Boston business unit
Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston business unit
David C. Mulford One Cabot Square Chairman International, Credit United Kingdom
Board Member London, England Suisse First Boston
E14 4QJ
Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, USA
Board Member Singapore Credit Suisse First Boston
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Bennett Goodman 277 Park Avenue Managing Director and Global USA
Board Member New York, NY 10172 Head of Leveraged Finance Fixed
Income Division, Credit Suisse
First Boston business unit
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C> <C>
David S. Moore 11 Madison Avenue Deputy Head of Global Equity USA
Board Member New York, NY 10010 Trading, Credit Suisse First
Boston business unit
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Paul Calello 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Head of Equity
Derivatives and Convertibles Unit
Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse United Kingdom
Board Member London, England First Boston and Chairman,
E14 4DA Global Equity Capital Markets
and Head of European Investment
Banking
James P. Healy 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Global Head of
Emerging Market Group
John Nelson One Cabot Square Chairman, Credit Suisse First United Kingdom
Board Member London, England Boston Europe Limited
E14 4QJ
Trevor Price One Cabot Square Managing Director, Credit Suisse United Kingdom
Board Member London, England First Boston and Head of
E14 4QJ Developed Markets Rates Business
in the Fixed Income Division
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Board Member New York, NY 10010 Board and Chief Financial
Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
</TABLE>
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1 Securities Purchase Agreement dated November 1, 2000
2 Warrant Certificate No. 1 representing rights to
purchase 6,036,667 shares of Company common stock
(Warrant Certificate No. 2, representing rights to
purchase 630,000 shares of Company common stock, is
in substantially the same form as Warrant Certificate
No. 1)
3 Registration Rights Agreement dated November 1, 2000
</TABLE>
