<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Esquire Communications Ltd.
-------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------
(Title of Class of Securities)
296658107
------------------------
(CUSIP Number)
Copy to:
Joseph P. Nolan Kevin R. Evanich
Golder, Thoma, Cressey, Rauner, Inc. Kirkland & Ellis
6100 Sears Tower 200 E. Randolph Drive
Chicago, Illinois 60606 Chicago, Illinois 60601
(312) 382-2200 312/861-2000
================================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 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 Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golder, Thoma, Cressey, Rauner Fund IV, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,178,333 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,413,675 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,178,333 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,178,333 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTCR IV, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,178,333 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,413,675 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,178,333 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,178,333 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.5 % (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golder, Thoma, Cressey, Rauner, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,178,333 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,413,675 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,178,333 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,178,333 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 11 Pages
<PAGE>
Esquire Communications Ltd.
(CUSIP NO. 296658107)
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
("Common Stock"), of Esquire Communications Ltd. (the "Issuer"). The address of
the principal executive offices of the Issuer is 216 East 45th Street, 8th
Floor, New York, NY 10017.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed jointly by each of the following persons
pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange
Commission (the "SEC") under Section 13 of the Securities Act of 1934, as
amended (the "Act"): (i) Golder, Thoma, Cressey, Rauner Fund IV, L.P., a
Delaware limited partnership (the "Fund"), by virtue of its direct beneficial
ownership of Common Stock, (ii) GTCR IV, L.P., a Delaware limited partnership
("GTCR IV"), by virtue of it being the general partner of the Fund, and (iii)
Golder, Thoma, Cressey, Rauner, Inc., a Delaware corporation ("GTCR Inc.") by
virtue of it being the general partner of GTCR IV. The Fund, GTCR IV and GTCR
Inc. are sometimes referred to herein individually as a "Reporting Person" and
collectively as the "Reporting Persons."
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information by another Reporting Person. By their
signature on this statement, each of the Reporting Persons agrees that this
statement is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons and the other parties to the
Voting Agreement (as defined in Item 4) may also be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons
expressly disclaim that they have agreed to act as a group other than as
described in this statement.
Certain information required by this Item 2 concerning the directors,
executive officers and controlling persons of GTCR Inc. is set forth on Schedule
A attached hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 6100 Sears Tower, Chicago, IL 60606.
(c) The principal business of each of the Reporting Persons is to make
investments in common and preferred stock and other interests in business
organizations, domestic or foreign, with the principal objective of appreciation
of capital invested.
(d) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All individuals named in Schedule A to this statement are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Fund, Issuer and a certain other person are parties to a Purchase
Agreement (the "Purchase Agreement"), dated as of October 23, 1996, as amended
June 17, 1997 and January 9, 1998. A copy of the Purchase Agreement has been
filed by Issuer and is incorporated herein by reference. Pursuant to the
Purchase Agreement, on October 23, 1996, the Fund
Page 5 of 11 Pages
<PAGE>
acquired 7,312.50 shares of Series A Convertible Preferred Stock (the "Preferred
Stock") of Issuer, convertible into 2,437,500 shares of Common Stock of Issuer,
for a total purchase price of approximately $7,312,500. On or about June 17,
1997, the Fund exercised its option pursuant to the Purchase Agreement to
acquire an additional 7,312.50 shares of the Preferred Stock of the Issuer,
convertible into 2,437,500 shares of Common Stock of the Issuer for a total
purchase price of approximately $7,312,500. The source of such funds was
internal capital. On or about January 9, 1998, the Fund exercised its option
pursuant to the Purchase Agreement to acquire an additional 1,072.50 shares of
the Preferred Stock of the Issuer, convertible into 357,500 shares of Common
Stock of the Issuer for a total purchase price of approximately $1,072,500. In
addition on or about January 15, 1998, the Fund exercised its option pursuant to
the Purchase Agreement to acquire an additional 2,437.50 shares of the Preferred
Stock of the Issuer, convertible into 812,500 shares of Common Stock of the
Issuer for a total purchase price of approximately $2,437,500. The source of
such funds, in the aggregate $3,510,000, was internal capital. The Fund and the
Issuer also amended the Purchase Agreement to grant the Fund an option to
purchase, at any time prior to July 9, 1999, 5,000 shares of Series B
Convertible Preferred Stock (the "Series B Stock") of the Issuer, convertible
into 833,333 shares of Common Stock of the Issuer.
The summaries of the agreements referred to in this Item 3 and elsewhere in
this statement are not intended to be complete and are qualified in their
entirety by reference to the detailed provisions of such agreements incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Fund holds the Preferred Stock and the options to purchase Preferred
Stock and Series B Stock, in the aggregate convertible into 8,178,333 shares of
Common Stock, for investment purposes. Depending on market conditions and other
factors (including evaluation of the Issuer's businesses and prospects,
availability of funds, alternative uses of funds and general economic
conditions), the Fund may from time to time acquire additional securities of the
Issuer or dispose of all or a portion of its investment in the Issuer.
The Fund, Issuer and certain other stockholders of Issuer are parties to a
Stockholders Agreement, dated as of October 23, 1996, as amended (the
"Stockholders Agreement") which provides, among other things, that the Fund
shall have certain voting and board of directors rights. Pursuant to the terms
of the Stockholders Agreement, each party thereto will vote its shares and take
all other necessary or desirable actions (the "Voting Agreement") so that the
Board of Directors of the Issuer (the "Board") will consist of ten members, (i)
two of which will be designated by the Fund (the "Fund Directors"); (ii) four of
which will be designated by certain management stockholders; and (iii) four of
which will be designated jointly by mutual agreement between the Fund and
certain management stockholders (the "Joint Directors"), provided that if there
is no mutual agreement upon the designation of the Joint Directors then the Fund
has the right to designate the Joint Directors. Both the Fund's right to
designate the Fund Directors and its right to participate in designating the
Joint Directors continue for as long as the Fund or its affiliates hold at least
10%, or securities convertible into at least 10%, of the issued and outstanding
Common Stock of Issuer on a fully diluted basis.
In general, each party to the Stockholders Agreement has agreed to vote all
of his or its shares of Common Stock in favor of the Fund Directors and the
Joint Directors. As of the date of this statement, stockholders (other than the
Fund) holding an aggregate of 4,413,675 shares of Common Stock (or securities
currently convertible into Common Stock) were parties to the Stockholders
Agreement. The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock owned by the other parties to the Stockholders Agreement. The
shares of Common Stock held by each party to the Stockholders Agreement will
cease to be subject to the Voting Agreement when such shares are either (i)
registered and sold under the Securities Act of 1933, as amended (the
"Securities Act") or (ii) sold to the public pursuant to the provisions of Rule
144 or Rule 144A promulgated under the Securities Act.
A copy of the Stockholders Agreement has been filed by Issuer and is
incorporated herein by reference.
Pursuant to a Registration Agreement, dated as of October 23, 1996, by and
among the Fund, Issuer and a certain other stockholder of Issuer (the
"Registration Agreement"), the Fund was granted certain registration rights with
respect to the Common Stock underlying its shares of Preferred Stock. The
Registration Agreement provides that, among other things, the Fund may request
registration of all or a portion of the Common Stock of Issuer owned by it (the
"Registrable Securities") on Form S-1 (a "Long-Form Registration") and may
request registration on Form S-3 (a "Short-Form Registration"), if available.
The Fund is entitled to request up to two Long-Form Registrations, subject to a
specified minimum offering level, and one Short-Form Registration per calendar
year, subject to a specified minimum offering level. Additionally, if Issuer
proposes to register any of its Common Stock under the Securities Act, whether
for its own account or otherwise, the Fund is entitled to include its
Registrable Securities in such registration. A copy of the Registration
Agreement has been filed by Issuer and is incorporated herein by reference.
Except as described in this statement, none of the Reporting Persons or, to
the best knowledge of such persons, the persons named in Schedule A to this
statement presently has any plans or proposals which relate to or would result
in any of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Page 6 of 11 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Fund is the direct beneficial owner of 22,035 shares of
Preferred Stock and 5,000 shares of Series B Stock, convertible in the aggregate
into 8,178,333 shares or approximately 52.5% of the Common Stock as of the date
of this statement. The Fund and the other stockholders which are a party to the
Voting Agreement (the "Voting Stockholders") may also be deemed to be a "group"
for purposes of Section 13(d)(3) of the Act as a result of the Voting Agreement
described in Item 4, and the Fund may therefore be deemed to be the indirect
beneficial owner of 4,413,675 additional shares of Common Stock (or securities
currently convertible into Common Stock) that are subject to the terms of the
Voting Agreement described in Item 4 as of the date of this statement. If the
Fund were deemed to be the beneficial owner of such additional shares of Common
Stock, the Fund would be deemed to be the beneficial owner of an aggregate of
12,592,008 shares or approximately 81% of the Common Stock as of the date of
this statement assuming there are 15,585,235 shares of Common Stock outstanding,
not including 625,000 shares of Common Stock subject to warrants held by one of
the Voting Stockholders and 155,000 shares of Common Stock which underlie the
465 shares of Preferred Stock held by another Voting Stockholder. The Fund
disclaims beneficial ownership of all shares of Common Stock held by the other
parties to the Stockholders Agreement.
By virtue of the relationship between the Fund and GTCR IV described in
Item 2, GTCR IV may be deemed to possess indirect beneficial ownership of the
shares of Common Stock beneficially owned by the Fund, and, by virtue of the
relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR
Inc. may be deemed to possess indirect beneficial ownership of the shares of
Common Stock owned by the Fund. The filing of this statement by GTCR IV and
GTCR Inc. shall not be construed as an admission that either GTCR IV or GTCR
Inc. is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this statement.
(b) The Fund has the sole power to vote or direct the vote and the sole
power to dispose of or direct the disposition of 8,178,333 shares of Common
Stock (which includes 1,300,000 shares of Common Stock obtainable by the Fund
upon conversion of 3,900 shares of Preferred Stock and 833,333 shares of Common
Stock obtainable by the Fund upon conversion of 5,000 shares of Series B Stock,
each of which the Fund has the option to purchase) or approximately 52.5% of the
Common Stock as of the date of this statement assuming there are 15,585,235
shares of Common Stock outstanding. The Fund and the other Voting Stockholders
may also be deemed to be a "group" for purposes of Section 13(d)(3) of the Act
as a result of the Voting Agreement described in Item 4, and the Fund may
therefore be deemed to share the power to vote or to direct the vote of
4,413,675 additional shares of Common Stock that are subject to the terms of the
Voting Agreement described in Item 4 as of the date of this statement. If the
Fund was deemed to share the power to vote or to direct the vote of such
additional shares of Common Stock, the Fund would be deemed to share the power
to vote or to direct the vote of an aggregate of 12,592,008 shares or
approximately 81% of the Common Stock as of the date of this statement
assuming there are 15,585,235 shares of Common Stock outstanding, not including
625,000 shares of Common Stock subject to warrants held by one of the Voting
Stockholders and 155,000 shares of Common Stock which underlie the 465 shares of
Preferred Stock held by another Voting Stockholder. The Fund disclaims
beneficial ownership of all shares of Common Stock held by the other parties to
the Stockholders Agreement.
By virtue of the relationship between the Fund and GTCR IV described in
Item 2, GTCR IV may be deemed to indirectly share the power to vote or direct
the vote and indirectly share the power to dispose of or direct the disposition
of the shares of Common Stock beneficially owned by the Fund. By virtue of the
relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR
Inc. may be deemed to indirectly share the power to vote or direct the vote and
indirectly share the power to dispose of or direct the disposition of the shares
of Common Stock beneficially owned by the Fund. The filing of this statement by
GTCR IV and GTCR Inc. shall not be construed as an admission that either GTCR IV
or GTCR Inc. is, for the purpose of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
(c) Except as otherwise set forth in this statement, none of the Reporting
Persons or, to the best knowledge of such persons, the persons named in Schedule
A to this statement has effected any transactions in the Common Stock during the
past sixty days.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock reported as being beneficially owned by such Reporting
Persons.
(e) Not applicable.
Page 7 of 11 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Fund, Issuer and certain other stockholders of Issuer are parties to a
Letter Agreement dated October 23, 1996 by which such parties modified certain
existing registration rights relating to the priority among such parties with
respect to the number of shares to be registered and thereby conformed them to
the terms of the Registration Agreement. A copy of such Letter Agreement has
been filed by Issuer and is incorporated herein by reference.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, no contracts, arrangements, understandings or relationships
(legal or otherwise) exist among the persons named in Item 2 or between such
persons and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement among the Reporting Persons
Exhibit 2 Amendment No. 2 to Purchase Agreement, dated as of January 9,
1998, among the Fund, Issuer and another party (incorporated by
reference to Exhibit to the Issuer's 10-K which is expected to
be filed in March, 1998)
Page 8 of 11 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: January 20, 1998
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 9 of 11 Pages
<PAGE>
Schedule A
----------
The following table sets forth the names, addresses and principal
occupations of the executive officers, directors and principal stockholders of
Golder, Thoma, Cressey, Rauner, Inc. ("GTCR Inc."). The directors and principal
stockholders of GTCR Inc. are indicated by an asterisk. Each such person is a
citizen of the United States.
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
*Bryan C. Cressey 6100 Sears Tower Principal and Secretary of GTCR Inc.
Chicago, IL 60606
David A. Donnini 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Donald J. Edwards 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Lee M. Mitchell 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Joseph P. Nolan 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
*Bruce V. Rauner 6100 Sears Tower Principal and Treasurer of GTCR Inc.
Chicago, IL 60606
*Carl D. Thoma 6100 Sears Tower President and Principal of GTCR Inc.
Chicago, IL 60606
</TABLE>
Page 10 of 11 Pages
<PAGE>
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
------------
The undersigned hereby agrees as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: January 20, 1998
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 11 of 11 Pages
