UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Livent, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
537902 10 8
(CUSIP Number)
Laura S. Sarah
Hutchins, Wheeler & Dittmar, 101 Federal Street, Boston, MA 02110 (617) 951-6600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 12, 1998
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 537902 10 8
1. NAME OF REPORTING PERSON - Thomas H. Lee Equity Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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 8. SHARED VOTING POWER
BENEFICIALLY 2,199,283 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
2,199,283 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,283 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.36%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 537902 10 8
1. NAME OF REPORTING PERSON - THL Equity Advisors Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,199,283 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
2,199,283 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,283 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.36%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 537902 10 8
1. NAME OF REPORTING PERSON - THL Equity Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,199,283 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
2,199,283 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,283 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.36%
14. TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 537902 10 8
1. NAME OF REPORTING PERSON -THL-CCI Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALY 464,352 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 464,352 (See Item 5)
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,352 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 537902 10 8
1. NAME OF REPORTING PERSON - THL Investment Management Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS (D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 464,352 (See Item 5)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
464,352 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,352 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, without par value (the "Shares") of Livent, Inc., an Ontario
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 165 Avenue Road, Toronto, Ontario M5R 3S4, Canada.
Item 2. Identity and Background.
(a) - (c) and (f)
This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) Thomas H. Lee Equity
Partners, L. P., a Delaware limited partnership ("Equity Partners"),
(2) THL Equity Advisors Limited Partnership, a Massachusetts limited
partnership ("Equity Advisors"), (3) THL Equity Trust, a
Massachusetts business trust ("Equity Trust"), (4) THL-CCI Limited
Partnership, a Massachusetts limited partnership ("CCI"), and (5) THL
Investment Management Corp., a Massachusetts corporation
("Management Corp.").
The address of each of Equity Partners, Equity Advisors, Equity Trust,
CCI and Management Corp. is c/o Thomas H. Lee Company, 75 State Street, Boston,
Massachusetts 02109.
Equity Partners is principally engaged in the business of investment in
securities. Equity Advisors is principally engaged in the business of serving as
general partner of Equity Partners. Equity Trust is principally engaged in the
business of serving as general partner of Equity Advisors. CCI is principally
engaged in the business of investment in securities. Management Corp. is
principally engaged in the business of serving as general partner of CCI.
Due to an existing arrangement between Equity Partners, Equity Advisors
and Equity Trust, each of Equity Partners, Equity Advisors and Equity Trust
could be deemed to be the beneficial owner of all Shares beneficially owned by
Equity Partners. Equity Advisors and Equity Trust each disclaim beneficial
ownership of such Shares.
Due to an existing arrangement between CCI and Management Corp., each
of CCI and Management Corp. could be deemed to be the beneficial owner of all
Shares beneficially owned by CCI. Management Corp. disclaims beneficial
ownership of such Shares.
<PAGE>
Attached as Schedule A to this Schedule 13D is information concerning
the Reporting Persons and other persons and entities as to which such
information is required to be disclosed in response to Item 2 and General
Instruction C to Schedule 13D.
(d) and (e)
None of the Reporting Persons or any of their officers or trustees has
been convicted in a criminal proceeding during the past five years (excluding
traffic violations and similar misdemeanors).
None of the Reporting Persons or any of their officers or trustees has
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Each of Equity Partners and CCI received certain Shares pursuant to the
Investors Agreement dated as of February 3, 1995, among the Issuer, Equity
Partners and CCI (filed hereto and made a part hereof as Exhibit 4) for the
total consideration of $22,326,757. Equity Partners and CCI obtained funds to
make the purchase described herein through capital contributions from their
investors.
Item 4. Purpose of Transactions.
Equity Partners and CCI purchased the Shares for general investment
purposes. Equity Partners and the CCI retain the right to change their
investment intent. Equity Partners and CCI entered into the agreements discussed
below (collectively, the "Agreements") to effect certain changes in the
ownership and management of the Issuer. Subject to market conditions and other
factors, Equity Partners and the CCI may acquire or dispose of shares of the
Issuer from time to time in future open-market, privately negotiated or other
transactions.
Except as set forth herein, the Reporting Persons do not have any plans
or proposals which would relate to or result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On June 12, 1998, Equity Partners, CCI, Garth H. Drabinsky
("Drabinsky"), Myron I. Gottlieb ("Gottlieb"), Roy L. Furman ("Furman"), David
R. Maisel ("Maisel"), Lynx Ventures L.P., a Delaware limited partnership
("Lynx"), and the Issuer entered into a Shareholders Agreement (the
"Shareholders Agreement") (filed hereto and made a part hereof as Exhibit 2),
pursuant to which each of them agreed that if Lynx determines to sell shares,
then each of the other parties to the agreement have the right to participate in
such sale.
<PAGE>
On June 12, 1998, Equity Partners, CCI and Lynx entered into a Voting,
Right of First Offer and Waiver Agreement (the "THL Agreement") (filed hereto
and made a part hereof as Exhibit 3), pursuant to which Lynx granted to Equity
Partners and CCI participation rights on a sale by Lynx of shares of common
stock of the Issuer, and Equity Partners and CCI agreed to waive certain
covenants obtained by them from the Issuer in 1995 pursuant to the Investors
Agreement, dated February 1995 (filed hereto and made a part hereof as Exhibit
4), and the Shareholders Agreement, dated February 3, 1995 among Drabinsky,
Gottlieb, Equity Partners and CCI (filed hereto and made a part hereof as
Exhibit 5). Under the THL Agreement, each of Lynx, Equity Partners and CCI is
also required to support the other's choice of nominees for the Board of
Directors of the Company.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
By virtue of the Shareholders Agreement, Lynx, Furman, Maisel,
Drabinsky, Gottlieb, Equity Partners and CCI may be deemed to share voting power
with respect to 13,976,885 (50.23%) of the 22,562,610 outstanding shares of the
Issuer on the date hereof (the "Outstanding Shares') (plus the full exercise of
the warrants and options held by Drabinsky and Gottlieb and convertible debt
securities held by Equity Partners and CCI, subject to their complete terms).
Each of Equity Partners and CCI expressly disclaims the existence of such shared
power.
By virtue of the Shareholders Agreement, Equity Partners, CCI, Lynx,
Furman, Maisel, Drabinsky and Gottlieb may constitute a "group" within the
meaning of Rule 13d(5)(b) under the Securities Exchange Act of 1934 (the
"Exchange Act"). As a member of a group, each Reporting Person may be deemed to
beneficially own the Shares beneficially owned by the members of the group as a
whole. Each of the Reporting Persons expressly disclaims beneficial ownership of
such shares held by any other members of such group.
By virtue of the THL Agreement, Equity Partners and CCI may be deemed
to share voting power with respect to 8,633,635 (34.30%) of the Outstanding
Shares (plus the full exercise of convertible debt securities held by Equity
Partners and CCI, subject to their complete terms). Each of Equity Partners and
CCI expressly disclaims the existence of such shared power.
By virtue of the THL Agreement, Equity Partners, CCI and Lynx may
constitute a "group" within the meaning of Rule 13d(5)(b) under the Securities
Exchange Act of 1934 (the "Exchange Act"). As a member of a group, each of
Equity Partners and CCI may be deemed to beneficially own the Shares
beneficially owned by the members of the group as a whole. Each of Equity
Partners and CCI expressly disclaims beneficial ownership of such shares held by
any other members of such group.
<PAGE>
Equity Partners holds 2,199,283 Shares, including 1,261,026 Shares and
Convertible Notes of the Issuer immediately convertible into 938,257 Shares,
representing approximately 9.36% of the outstanding Shares. Equity Partners has
shared voting power and shared dispositive power with respect to such Shares.
Each of Equity Advisors and Equity Trust could be deemed to share the
power to vote or to direct the voting of, and may be deemed, pursuant to the
attribution rules of Rule 13d-3 of the Exchange Act, to share the power to
dispose or to direct the disposition of the Shares held by Equity Partners. Each
of Equity Advisors and Equity Trust disclaim beneficial ownership of such
Shares.
CCI holds 464,362 Shares, including 266,246 Shares and Convertible
Notes of the Issuer immediately convertible into 198,106 Shares, representing
approximately 2.04% of the outstanding Shares. CCI has shared voting power and
shared dispositive power with respect to such Shares.
Management Corp. could be deemed to share the power to vote or to
direct the voting of, and may be deemed, pursuant to the attribution rules of
Rule 13d-3 of the Exchange Act, to share the power to dispose or to direct the
disposition of the Shares held by CCI.
Management Corp. disclaims beneficial ownership of such Shares.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The responses to Items 3, 4, and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described Items 3 and 4, to the best of
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, put or
calls, guarantees of profits division of profits or less, or the giving or
withholding of proxies.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting Persons.
Exhibit 2: Shareholders Agreement, dated as of June 12, 1998,
among Equity Partners, CCI, Lynx, Furman, Maisel,
Drabinsky and Gottlieb (previously filed as Exhibit 7
to the Schedule 13D filed with the Securities and
Exchange Commission (the "SEC") on July 7, 1998 and
incorporated herein by reference thereto).
Exhibit 3: Voting, Right of First Offer and Waiver Agreement,
dated as of June 12, 1998, among Equity Partners,
CCI, Lynx, Furman, Maisel, Drabinsky and Gottlieb
(previously filed as Exhibit 12 to the Schedule 13D
filed with the SEC on July 7, 1998 and incorporated
herein by reference thereto).
Exhibit 4: Investors Agreement dated as of February 3, 1995,
among the Company, Equity Partners and CCI
(previously filed as Exhibit 2(ii)(f) to the Form F-1
filed with the SEC on February 12, 1996 and
incorporated herein by reference thereto).
Exhibit 5: Shareholders Agreement, dated as of February 3,
1995, among Drabinsky, Gottlieb, Equity Partners and
CCI (Previously filed as Exhibit 2(kk)(d) to the Form
F-1, filed with the SEC on February 12, 1996 and
incorporated herein by reference thereto).
Schedule A
Each of the following individuals is a United States citizen, and with
the exception of John W. Childs, Glenn H. Hutchins and Steven G. Segal, is
employed by the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts,
02109.
Steven G. Segal and John W. Childs are employed by JW Childs
Associates, One Federal Street, Boston, Massachusetts, 02110.
Glenn H. Hutchins is employed by the Blackstone Group, 345 Park Avenue,
New York, New York, 10154.
<PAGE>
THL Equity Trust
Officers:
Chairman: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
President: David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents: C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Anthony J. DiNovi
3 Ravine Road, Wellesley, MA 02181
Thomas M. Hagerty
256 Beacon Street, Apt. #4, Boston, MA 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA 02181
Scott A. Schoen
191 Kings Grant Road, Weston, MA 02193
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Glenn H. Hutchins
c/o The Blackstone Group
345 Park Avenue, New York, NY, 10154
Steven G. Segal
42 Nobscot Road, Newton, MA 02159
Treasurer: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
<PAGE>
Assistant Treasurer: Andrew D. Flaster
4 Fairfield Drive, Lexington, MA 02173
Clerk: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks Charles W. Robins, Esq.
50 Lehigh Road, Wellesley, MA 02181
James Westra, Esq.
5 Stage Hill Road, Wenham, MA 01984
Jeffrey S. Wieand, Esq.
1695 Lowell Road, Concord, MA 01742
Trustees: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
John W. Childs
c/o JW Childs Associates
One Federal Street, Boston, MA 02110
THL Investment Management Corp.
Chief Executive Officer: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
Chairman of the Board: Thomas H. Lee
31 Old Farm Road, Lincoln, MA 01773
President: David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents: C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Anthony J. DiNovi
3 Ravine Road, Wellesley, MA 02181
<PAGE>
Thomas M. Hagerty
256 Beacon Street, #4, Boston, MA 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA
Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Scott A. Schoen
191 Kings Grant Road, Weston, MA 02193
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
370 Concord Avenue, Weston, MA 02193
Kent R. Weldon
134 West Newton Street, Boston, MA 02118
Treasurer: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer: Andrew D. Flaster
4 Fairfield Drive, Lexington, MA 02173
Clerk: Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks: Jeffrey S. Wieand
1695 Lowell Road, Concord, MA 01742
Charles W. Robins
50 Lehigh Road, Wellesley, MA 02181
James Westra
5 Stage Hill Road, Wenham, MA 01984
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
THOMAS H. LEE EQUITY PARTNERS, L.P.
By: THL Equity Advisors Limited Partnership,
its General Partner
By: THL Equity Trust, its General Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
THL EQUITY ADVISORS LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
THL EQUITY TRUST
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
its General Partner
By: /s/ Thomas H. Lee
Name: Thomas H. Lee
Title:
<PAGE>
THL INVESTMENT MANAGEMENT CORP.
By: /s/ Thomas H. Lee
Name: Thomas H. Lee
Title: Chief Executive Officer and Chairman
of the Board
<PAGE>
Exhibit 1 to Schedule 13D
Livent, Inc.
AGREEMENT
Agreement made this 8th day of July, 1998, by and between each of the
undersigned.
WHEREAS, each of the undersigned is required to file a Schedule 13D with
respect to ownership of securities in Livent, Inc.; and
WHEREAS, each of the undersigned is individually eligible to use this
Schedule 13D;
NOW, THEREFORE, the undersigned agree to file only one Schedule 13D
reflecting their combined beneficial ownership of securities in Livent, Inc.
THOMAS H. LEE EQUITY PARTNERS, L.P.
By: THL Equity Advisors Limited Partnership,
its General Partner
By: THL Equity Trust, its General Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
THL ADVISORS LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
THL EQUITY TRUST
By: /s/ C. Hunter Boll
Name: C. Hunter Boll
Title: Vice President
<PAGE>
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
its General Partner
By: /s/ Thomas H. Lee
Name: Thomas H. Lee
Title:
THL INVESTMENT MANAGEMENT CORP.
By: /s/ Thomas H. Lee
Name: Thomas H. Lee
Title: Chief Executive Officer and
Chairman of the Board
