SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 1)1
CALIBER LEARNING NETWORK, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $ .01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
129914107
--------------------------------------------------------------------------------
(CUSIP Number)
Larry A. Kimmel
Robert Fleming Inc.
320 Park Avenue, 11th Floor
New York, NY 10022
(212) 508-3610
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D
to report the acquisition that 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 |_|.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
<PAGE>
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CUSIP No. 129914107 13D Page 2 of 17 Pages
---------
--------------------------------------------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY FUND III, L.P.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER*
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
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CUSIP No. 129914107 13D Page 3 of 17 Pages
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-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
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CUSIP No. 129914107 13D Page 4 of 17 Pages
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--------------------------------------------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY PARTNERS, L.P.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 129914107 13D Page 5 of 17 Pages
----------
--------------------------------------------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY, LLC
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 4,758,229
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
4,758,229
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
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CUSIP No. 129914107 13D Page 6 of 17 Pages
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--------------------------------------------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FLEMING INC.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,126,541
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
1,126,541
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, CO
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
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CUSIP No. 129914107 13D Page 7 of 17 Pages
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-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. MORGAN CHASE & CO. ("JPMC")*
* JPMC disclaims any beneficial ownership of the shares of
Caliber Learning Network, Inc. reported as beneficially
owned by any other Reporting Person JPMC is named herein
solely for informational purposes.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------- -------- ---------------------------------------------
8 SHARED VOTING POWER
0
------------------------- -------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------- -------- ---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
-------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-7-
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the Statement on Schedule 13D originally
filed on November 9, 1999 (as so amended, the "Statement"), with respect to the
common stock, $.01 par value per share (the "Common Stock"), of Caliber Learning
Network, Inc. (the "Issuer") amends and restates Items 2, 3, 4, 5, 6 and 7 and
Appendices 1 and 2. The address of the Issuer's principal executive offices is
509 South Exeter Street, Baltimore, MD 21202. Information in the original
Schedule 13D remains in effect except to the extent that it is superseded by
subsequently filed information, including the information contained in this
Amendment No. 1. Responses to each item below are incorporated by reference into
each other item, as applicable.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 and incorporated herein by reference) by (i) Fleming US
Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund
III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P. ("Fleming
Partners"), the general partner of the US Fund and a general partner of the
Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general partner
of Fleming Partners, (v) Robert Fleming Inc. ("RFI"), investment adviser to
Fleming US Discovery Investment Trust and Fleming US Discovery Fund, controlling
member of Discovery and the sole limited partner of Fleming Partners and (vi)
J.P. Morgan Chase & Co. ("JPMC"), the parent of RFI (sometimes collectively
referred to as the "Reporting Persons"). Robert Fleming Holdings Limited
("RFH"), a United Kingdom company and a reporting person on the filing of the
original Schedule 13D, is no longer a direct or indirect parent of any Reporting
Person, and therefore, is no longer a Reporting Person for the purposes of this
Statement.
The information required by this Item for each of the Reporting Persons is
set forth in Appendix 1 hereto. The information required by this Item for each
officer, director, and partner and each controlling person, if any, of certain
Reporting Persons is set forth in Appendix 2 hereto.
The Offshore Fund has two general partners, Fleming Partners and Fleming
(Bermuda) Discovery III Limited ("Fleming Bermuda"). Fleming Bermuda is a
company organized in Bermuda. Its principal business and office address is c/o
Bank of Bermuda, Ltd., 6 Front St., Hamilton HM 11, Bermuda. Its principal
business is to serve as a general partner of the Offshore Fund.
During the last five years prior to the date of this filing, none of the
Reporting Persons or persons identified in Appendix 1 or Appendix 2 has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
final order enjoining future violations or prohibiting or mandating the
activities subject to, federal or state securities laws or finding a violation
with respect to such laws.
-8-
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
------ -------------------------------------------------
Pursuant to the terms of the Preferred Stock Purchase Agreement
("Series B Purchase Agreement"), dated as of December 29, 2000, by and between
the Issuer, Sylvan Ventures, LLC, the US Fund and the Offshore Fund, the US Fund
purchased, for a total purchase price of $2,585,400, 25,854 shares of Series B
Convertible Preferred Stock, $0.01 par value per share ("Series B Preferred").
The US Fund purchased the Series B Preferred, which was acquired by the US Fund
at the closing on December 29, 2000, with its working capital. No part of the
purchase price was or will be represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring, holding, trading or
voting the Common Stock.
Pursuant to the terms of the Series B Purchase Agreement, the
Offshore Fund purchased, for a total purchase price of $414,600, 4,146 shares of
Series B Preferred. The Offshore Fund purchased the Series B Preferred, which
was acquired by the Offshore Fund at Closing on December 29, 2000, with its
working capital. No part of the purchase price was or will be represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Common Stock.
ITEM 4. PURPOSES OF TRANSACTIONS
a) The Series B Preferred deemed to be beneficially owned by the Reporting
Persons were acquired for, and is being held for, investment purposes. The US
Fund and the Offshore Fund may dispose of or acquire securities of the Issuer,
including Common Stock, depending upon the position of the market, the Issuer
and other factors.
Except for commitment to the Company for up to an additional $4
million of Series B financing from Sylvan Ventures LLC, the US Fund and the
Offshore Fund, which is referenced in the Company's press release (see Exhibit
99 hereto, which is incorporated herein by reference), none of the Reporting
Persons nor, to the best of their knowledge, any person listed in Appendix I
hereto, has any plans or proposals which relate to or would result in any other
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer.
b) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
c) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries.
-9-
<PAGE>
d) Pursuant to the Issuer's Articles Supplementary Classifying Series B
Convertible Preferred Stock ("Series B Articles Supplementary") (see Exhibit 9
hereto, which is incorporated herein by reference), so long as either (i) the US
Fund, the Offshore Fund or Sylvan Ventures, LLC (the "Series B Purchasers") and
any Affiliate, officer or employee of the Series B Purchasers or an Affiliate of
the Series B Purchasers to which the Series B Purchasers may transfer record or
beneficial ownership of any shares of Series B Preferred or any shares of Common
Stock obtained or obtainable upon conversion of any shares of Series B Preferred
("Series B Holder") own at least 50% of the outstanding shares of Series B
Preferred or (ii) any transferee of any shares of Series B Preferred or any
shares of Common Stock obtained or obtainable upon conversion of any shares of
Series B Preferred ("Transferee") owns at least 50% of the outstanding shares of
Series B Preferred, the holders of Series B Preferred, consenting or voting (as
the case may be) as a separate class, shall be entitled, but not required, to
elect one (1) director of the Issuer.
Pursuant to the Issuer's Articles Supplementary Classifying Series
A-2 Convertible Preferred Stock ("Series A-2 Articles Supplementary") (see
Exhibit 8 hereto, which is incorporated herein by reference), so long as either
(i) the US Fund, the Offshore Fund or RF Nominees (the "Series A-2 Purchasers")
and any Affiliate, officer or employee of the Series A-2 Purchasers or an
Affiliate of the Series A-2 Purchasers to which the Series A-2 Purchasers may
transfer record or beneficial ownership of any shares of Series A-2 Preferred or
any shares of Common Stock obtained or obtainable upon conversion of any shares
of Series A-2 Preferred ("Series A-2 Holder") own at least 50% of the
outstanding shares of Series A-2 Preferred or (ii) any transferee of any shares
of Series A-2 Preferred or any shares of Common Stock obtained or obtainable
upon conversion of any shares of Series A-2 Preferred ("Transferee") owns at
least 50% of the outstanding shares of Series A-2 Preferred, the holders of
Series A-2 Preferred, consenting or voting (as the case may be) as a separate
class, shall be entitled, but not required, to elect one (1) director of the
Issuer.
The Reporting Persons retain the right to change their investment
intent, to propose one or more possible transactions to the Issuer's board, to
acquire additional shares of preferred stock or common stock from time to time
or to sell or otherwise dispose of all or part of (i) the Series A-2 Preferred
beneficially owned by them (or any shares of Common Stock into which such Series
A-2 Preferred are converted) or (ii) the Series B Preferred beneficially owned
by them (or any shares of Common Stock into which such Series B Preferred are
converted), in any manner permitted by law. In the event of a material change in
the present plans or intentions of the Reporting Persons, the Reporting Persons
will amend this Schedule 13D/A to reflect such change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On December 29, 2000, the US Fund purchased 25,854 shares of
Series B Preferred, which are currently convertible into 738,685.75 shares of
Common Stock (the "US Fund Series B Conversion Shares").
On December 29, 2000, the Offshore Fund purchased 4,146 shares of
Series B Preferred, which are currently convertible into 118,457.15 shares of
Common Stock. (the "Offshore Fund Series B Conversion Shares").
-10-
<PAGE>
Pursuant to the terms of the Stock Purchase Agreements, dated as of
October 26, 1999, by and between the Issuer, the US Fund, the Offshore Fund and
Robert Fleming Nominees Limited, a partnership that holds, as nominee,
securities of funds advised by RFI ("RF Nominees", together with the US Fund and
the Offshore Fund, the "Fleming Funds"), (a) the US Fund purchased for a
purchase price of $10,772,800, 107,728 shares of the Company's Series A
Convertible Preferred Stock ("Series A Preferred"), which were convertible on
such date into 1,958,691 shares of Common Stock (subject to certain antidilution
provisions) and have received 7,792.17 shares of Series A Preferred in the form
of dividends thereon, (b) the Offshore Fund purchased for a purchase price of
$1,727,200, 17,272 shares of the Company's Series A Preferred, which were
convertible on such date into 314,036 shares of Common Stock (subject to certain
antidilution provisions) and have received 1,248.05 shares of Series A Preferred
in the form of dividends thereon, and (c) RF Nominees purchased for a purchase
price of $2,500,000, 25,000 shares of the Company's Series A Preferred, which
were convertible on such date into 454,546 shares of Common Stock (subject to
certain antidilution provisions), and have received 1,812.38 shares of Series A
Preferred in the form of dividends thereon. Pursuant to the terms of the
Exchange Agreement (the "Series A-1 Exchange Agreement"), dated as of September
29, 2000, between the Issuer and the Fleming Funds (a) the US Fund exchanged
115,520.17 shares of Series A Preferred for an equal number of Series A-1
Convertible Preferred Stock ("Series A-1 Preferred"), which were convertible on
such date into 2,100,366.7 shares of Common Stock (subject to certain
antidilution provisions) and have received 2,151,58 shares of Series A-1
Preferred in the form of dividends thereon, (b) the Offshore Fund exchanged
18,520.05 shares of Series A Preferred for an equal number of Series A-1
Preferred, which were convertible on such date into 336,728 shares of Common
Stock (subject to certain antidilution provisions) and have received 346.23
shares of Series A-1 Preferred in the form of dividends thereon, and (c) RF
Nominees exchanged 26,812.38 shares of Series A Preferred for an equal number of
Series A-1 Preferred which were convertible on such date into 487,497.8 shares
of Common Stock (subject to certain antidilution provisions) and have received
495.19 shares of Series A-1 Preferred in the form of dividends thereon.
In connection with the issuance of the Series B Preferred, all of the
holders of the Series A-1 Preferred exchanged their shares for a like number of
shares of the Company's Series A-2 Convertible Preferred Stock ("Series A-2
Preferred"). Pursuant to the terms of the Exchange Agreement (the "Series A-2
Exchange Agreement"), dated as of December 29, 2000, by and between the Issuer,
the US Fund, the Offshore Fund and RF Nominees, (a) the US Fund exchanged
117,671.75 shares of Series A-1 Preferred for an equal number of Series A-2
Preferred (the "US Fund Series A-2 Preferred Stock"), which were convertible on
such date into 3,362,050 shares of Common Stock (the "US Fund Series A-2
Conversion Shares") (subject to certain antidilution provisions), (b) the
Offshore Fund exchanged 18,866.28 shares of Series A-1 Preferred for an equal
number of Series A-2 Preferred (the "Offshore Fund Series A-2 Preferred"), which
were convertible on such date into 539,036.6 shares of Common Stock (the
"Offshore Fund Series A-2 Conversion Shares") (subject to certain antidilution
provisions) and (c) the RF Nominees exchanged 27,307.57 shares of Series A-1
Preferred for an equal number of Series A-2 Preferred ("RF Nominees Series A-2
Preferred"), which were convertible on such date into 780,216 shares of Common
Stock ("RF Nominees Series A-2 Conversion Shares"; together with the US Fund
Series A-2 Conversion Shares and the Offshore Fund Series A-2 Conversion Shares,
the "Series A-2 Conversion Shares") (subject to certain antidilution
provisions).
-11-
<PAGE>
RF Nominees also held 346,325 shares of Common Stock as of December
29, 2000 ("RF Nominees Common Stock"), which, along with the RF Nominees Series
A-2 Preferred, are owned by two funds, Fleming US Discovery Investment Trust and
Fleming US Discovery Fund, for whom RFI serves as investment adviser. RF
Nominees is owned 100% by RFH.
Pursuant to the Offshore Fund's Limited Partnership Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference), Fleming
Bermuda, one of the Offshore Fund's general partners, is responsible for the
Offshore Fund's administrative, secretarial and related management activities.
Fleming Bermuda has no authority over or responsibility for the investment
management of the Offshore Fund.
Because of their relationship as affiliated entities, for purposes of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), the US Fund and the Offshore Fund may be deemed to beneficially own the
US Fund Series A-2 Conversion Shares, the US Fund Series B Conversion Shares,
the Offshore Fund Series A-2 Conversion Shares and the Offshore Fund Series B
Conversion Shares. As the general partner of the US Fund and the Offshore Fund,
Fleming Partners may be deemed to beneficially own the US Fund Series A-2
Conversion Shares, the US Fund Series B Conversion Shares, the Offshore Fund
Series A-2 Conversion Shares and the Offshore Fund Series B Conversion Shares.
As the general partner of Fleming Partners, Discovery may be deemed to
beneficially own the US Fund Series A-2 Conversion Shares, the US Fund Series B
Conversion Shares, the Offshore Fund Series A-2 Conversion Shares and the
Offshore Fund Series B Conversion Shares. As investment adviser to the two funds
that own the RF Nominees Common Stock and RF Nominees Series A-2 Conversion
Shares, controlling member of Discovery and the sole limited partner of Fleming
Partners, for purposes of Rule 13d-3 promulgated under the Exchange Act, RFI may
be deemed to beneficially own the US Fund Series A-2 Conversion Shares, the US
Fund Series B Conversion Shares, the Offshore Fund Series A-2 Conversion Shares,
the Offshore Fund Series B Conversion Shares, RF Nominees Series A-2 Conversion
Shares and the RF Nominees Common Stock. RFI is 100% owned by JPMC. Thus, as the
parent of RFI, for purposes of Rule 13d-3 promulgated under the Exchange Act,
JPMC may be deemed to beneficially own the US Fund Series A-2 Conversion Shares,
the US Fund Series B Conversion Shares, the Offshore Fund Series A-2 Conversion
Shares, the Offshore Fund Series B Conversion Shares, the RF Nominees Series A-2
Conversion Shares and the RF Nominees Common Stock. JPMC disclaims any
beneficial ownership of the shares of the Issuer reported as beneficially owned
by any other Reporting Person. JPMC is named herein solely for informational
purposes.
As of December 29, 2000, for purposes of Rule 13d-3 promulgated under
the Exchange Act, each of the US Fund, the Offshore Fund, Fleming Partners, and
Discovery may be deemed to have owned beneficially 27.42% of the outstanding
Common Stock, on an aggregated basis, which percentage is calculated based upon
(i) 12,594,058 shares of Common Stock reported outstanding by the Issuer to the
Reporting Persons as of December 29, 2000 (which includes 346,325 shares of
Common Stock held by RF Nominees), (ii) the number of shares of Common Stock
(3,901,086) issuable upon conversion of the US Fund Series A-2 Preferred Stock
and the Offshore Fund Series A-2 Preferred Stock and (iii) the number of shares
of Common Stock (857,143) issuable upon conversion of the US Fund Series B
Preferred Stock and the Offshore Fund Series B Preferred Stock.
-12-
<PAGE>
The percentage is calculated by dividing 4,758,229 (which is the sum
of 3,901,086 and 857,143) by 17,352,287 (which is the sum of 12,594,058 and
4,758,229).
As of December 29, 2000, for purposes of Rule 13d-3 promulgated under
the Exchange Act, each of RFI and JPMC may be deemed to have owned beneficially
32.45% of the outstanding Common Stock, on an aggregated basis, which percentage
is calculated based upon (i) 12,594,058 shares of Common Stock reported
outstanding by the Issuer to the Reporting Persons as of December 29, 2000
(which includes 346,325 shares of Common Stock held by RF Nominees), (ii) the
number of shares of Common Stock (3,901,086) issuable upon conversion of the US
Fund Series A-2 Preferred Stock and the Offshore Fund Series A-2 Preferred
Stock, (iii) the number of shares of Common Stock (780,217) issuable upon
conversion of the RF Nominees Preferred Stock, (iv) the number of shares of
Common Stock (857,143) issuable upon conversion of the US Fund Series B
Preferred Stock and the Offshore Fund Series B Preferred Stock and (v) the
number of shares of Common Stock (346,325) held by RF Nominees.
The percentage is calculated by dividing 5,884,771 (which is the sum
of 4,758,229, 780,217 and 346,325) by 18,132,504 (which is the sum of
12,594,058, 4,758,229 and 780,217).
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference. The
information required by Items 2 of this Schedule for Fleming US Discovery
Investment Trust and Fleming US Discovery Fund is set forth in Appendix 1 and
Appendix 2 hereto.
(c) None of the Reporting Persons has effected any transactions in the Common
Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
------ -------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER
------------------------------------
The US Fund, the Offshore Fund and RF Nominees (the "Series A-2
Holders") acquired their respective shares of Series A Preferred Stock as of
October 26, 1999 pursuant to the Preferred Stock Purchase Agreements, dated as
of October 26, 1999, and executed by the Series A-2 Holders and the Issuer (see
Exhibit 4 hereto, which is incorporated herein by reference), as amended by the
Series A-1 Exchange Agreement (attached as Exhibit 5 and incorporated herein by
reference), dated as of September 29, 2000, and as further amended by the Series
A-2 Exchange Agreement (attached as Exhibit 6 and incorporated herein by
reference), dated as of December 29, 2000.
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<PAGE>
The US Fund and the Offshore Fund acquired their respective shares of
Series B Preferred as of December 29, 2000 pursuant to the Series B Preferred
Stock Purchase Agreement (see Exhibit 7 hereto, which is incorporated herein by
reference).
An Amended and Restated Stockholders' Agreement (the "Stockholders'
Agreement"), dated as of December 29, 2000 (see Exhibit 10 hereto, which is
incorporated herein by reference), was entered into by (i) the US Fund, the
Offshore Fund and RF Nominees (the "Series A-2 Holders"), (ii) the US Fund and
the Offshore Fund (the "Series B Holders"), (iii) Sylvan Venture LLC, (iv) Chris
L. Nguyen and (v) the Issuer. Pursuant to the terms of the Stockholders'
Agreement, the stockholders' agreement, dated as of October 29, 1999, as
amended, among the Company and the Series A-2 Holders has been terminated. The
Stockholders' Agreement provides that, so long as the Series A-2 Holders
collectively hold at least 25% of the Series A-2 Conversion Shares issuable on
the closing (calculating the US Fund Series A-2 Preferred Stock, the Offshore
Fund Series A-2 and the RF Nominees Series A-2 Preferred Stock on an
as-converted basis), in the event Mr. Nguyen proposes to transfer his shares
("Transferor Shares") to any Person ("Buyer"), as a condition to such Transfer,
Mr. Nguyen shall cause the Buyer to offer to purchase from the Series A-2
Holders (or the Series B Holders, as the case may be) up to that number of
Series A-2 Preferred and Common Stock owned by a Series A-2 Holder or any
Transferee ("Series A-2 Investor Shares") representing the same percentage of
all Series A-2 Investor Shares owned by it as the Transferor Shares are of all
shares held by Mr. Nguyen, subject to certain exceptions.
The Stockholders' Agreement also provides that, so long as the Series
B Holders collectively hold at least 25% of the Series B Conversion Shares
issuable on the closing (calculating the US Fund Series B Preferred Stock, the
Offshore Fund Series B and Sylvan Series B Preferred Stock on an as-converted
basis), in the event Mr. Nguyen proposes to transfer his shares to a Buyer, as a
condition to such Transfer, Mr. Nguyen shall cause the Buyer to offer to
purchase from the Series B Holders up to that number of Series B Preferred and
Common Stock owned by a Series B Holder or any Transferee ("Series B Investor
Shares") representing the same percentage of all Series B Investor Shares owned
by it as the Transferor Shares are of all shares held by Mr. Nguyen, subject to
certain exceptions. These "Tag-Along" rights are more fully set forth in Section
1 of the Stockholders' Agreement.
Pursuant to the Amended and Restated Registration Rights Agreement
(the "Registration Rights Agreement"), dated December 29, 2000 (see Exhibit 11
hereto, which is incorporated herein by reference), the Issuer has granted to
the Series A-2 Holders and the Series B Holders and their permitted transferees
certain demand and "piggyback" registration rights with respect to the shares of
Common Stock (including Common Stock issuable upon the conversion of Series A-2
Preferred or Series B Preferred) held by such stockholders. Pursuant to the
terms of the Registration Rights Agreement, the registration rights agreement,
dated as of October 26, 1999, as amended, among the Company and the Series A-2
Holders has been terminated.
Pursuant to the Articles Supplementary Classifying Series B Preferred
("Series B Articles Supplementary"), as filed with the Maryland State Department
of Assessments and Taxation on December 27, 2000 (see Exhibit 9 hereto, which is
incorporated herein by reference), the holders of the Series B Preferred
currently are entitled to one vote per share of Common Stock into which each
share of Series B Preferred is convertible. The holders of the Series B
Preferred currently are entitled to receive dividends at a rate per annum equal
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<PAGE>
to 7.5% of the Preferred Dividend Value (as defined in the Series B Articles
Supplementary). The Series B Holders are entitled to receive dividends at a rate
per annum equal to 16% of the Preferred Dividend Value under certain
circumstances where the Issuer does not satisfy its mandatory redemption
obligations or its redemption obligations upon a fundamental change, as more
fully set forth in Section 5 of the Series B Articles Supplementary. In
addition, under the Series B Articles Supplementary, the holders of the Series B
Preferred are entitled to elect one member of the Issuer's Board of Directors,
as more fully set forth in Item 4 herein and Section 3(c) of the Series B
Articles Supplementary. The Conversion Price for the Series B Preferred is
$3.50, subject to certain adjustments.
Pursuant to the Articles Supplementary Classifying Series A-2
Preferred ("Series A-2 Articles Supplementary"), as filed with the Maryland
State Department of Assessments and Taxation on December 27, 2000 (see Exhibit 8
hereto, which is incorporated herein by reference), the holders of the Series
A-2 Preferred currently are entitled to one vote per share of Common Stock into
which each share of Series B Preferred is convertible. The holders of the Series
A-2 Preferred currently are entitled to receive dividends at a rate per annum
equal to 7.5% of the Preferred Dividend Value (as defined in the Series A-2
Articles Supplementary). The Series A-2 Holders are entitled to receive
dividends at a rate per annum equal to 16% of the Preferred Dividend Value under
certain circumstances where the Issuer does not satisfy its mandatory redemption
obligations or its redemption obligations upon a fundamental change, as more
fully set forth in Section 5 of the Series A-2 Articles Supplementary. The
Conversion Price for the Series A-2 Preferred has been decreased $3.50, subject
to certain adjustments.
In the Limited Partnership Agreements of the US Fund and the Offshore
Fund, each dated as of September 27, 1996 (attached hereto as Exhibits 3 and 2,
and are incorporated herein by reference), the US Fund, the Offshore Fund and
their respective limited partners agreed that (i) all investment opportunities
would be apportioned between the US Fund and the Offshore Fund in proportion to
the relative amounts of capital committed to each Fund and (ii) the US Fund and
the Offshore Fund would sell or otherwise dispose of their investments at
substantially the same time, on substantially the same terms, in amounts
proportionate to the relative size of their investments. Further, RFI has
management agreements to provide certain services to the US Fund and the
Offshore Fund.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Series A Preferred Stock Purchase Agreement, the Series A-1
Exchange Agreement, the Series A-2 Exchange Agreement, the Series A-2 Articles
Supplementary, the Series B Preferred Stock Purchase Agreement, the Series B
Articles Supplementary, the Stockholders' Agreement and the Registration Rights
Agreement.
Except as set forth in this Item 6 and Items 3, 4, and 5 of this
Statement, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between such persons and any other person
with respect to any securities of the Issuer.
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<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following additional material is filed as an Exhibit to this Amendment No.
1:
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Limited Partnership Agreement of Fleming Discovery Offshore Fund
III, L.P. (incorporated by reference to Exhibit 3 to the Schedule 13D
of Robert Fleming Inc. with respect to the securities of Anicom, Inc.
filed on July 29, 1997).
Exhibit 3 - Limited Partnership Agreement of Fleming US Discovery Fund III,
L.P. (incorporated by reference to Exhibit 6 to the Schedule 13D of
Robert Fleming Inc. with respect to the securities of Anicom, Inc.
filed on July 29, 1997).
Exhibit 4 - Preferred Stock Purchase Agreement, dated as of October 26, 1999,
between Caliber Learning Network, Inc. and Fleming US Discovery Fund
III, L.P.
Preferred Stock Purchase Agreement, dated as of October 26, 1999
between Caliber Learning Network, Inc. and Fleming US Offshore
Discovery Fund III, L.P.
Preferred Stock Purchase Agreement between Caliber Learning Network,
Inc. and Robert Fleming Nominees Limited (incorporated by reference to
the same documents included as Exhibit 10.01, 10.02, and 10.03
respectively to Form 8-K filed by the Issuer on October 26, 1999).
Exhibit 5 - Exchange Agreement, dated as of September 29, 2000, between
Caliber Learning Network, Inc., Fleming US Discovery Fund III, L.P.,
Fleming US Discovery Offshore Fund III, L.P. and Robert Fleming
Nominees Limited.
Exhibit 6 - Exchange Agreement, dated as of December 29, 2000, between Caliber
Learning Network, Inc., Fleming US Discovery Fund III, L.P., Fleming
US Discovery Offshore Fund III, L.P. and Robert Fleming Nominees
Limited.
Exhibit 7 - Preferred Stock Purchase Agreement, dated as of December 29, 2000,
between Caliber Learning Network, Inc., Sylvan Ventures, LLC, Fleming
US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund
III, L.P. (incorporated by reference to the same document included as
Exhibit 10.1 to Form 8-K filed by the Issuer on January 3, 2001).
Exhibit 8 - Articles Supplementary Classifying Series A-2 Convertible
Preferred Stock, as filed with the Maryland State Department of
Assessments and Taxation on December 27, 2000 (incorporated by
reference to the same document included as Exhibit 3.1 to Form 8-K
filed by the Issuer on January 3, 2001).
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<PAGE>
Exhibit 9 - Articles Supplementary Classifying Series B Convertible Preferred
Stock, as filed with the Maryland State Department of Assessments and
Taxation on December 27, 2000 (incorporated by reference to the same
document included as Exhibit 3.2 to Form 8-K filed by the Issuer on
January 3, 2001).
Exhibit10 - Amended and Restated Stockholders' Agreement, dated as of
December 29, 2000, among Caliber Learning Network, Inc., Chris L.
Nguyen, Sylvan Ventures, LLC, Fleming US Discovery Fund III, L.P.,
Fleming US Discovery Offshore Fund III, L.P. and Robert Fleming
Nominees Limited (incorporated by reference to the same document
included as Exhibit 10.3 to Form 8-K filed by the Issuer on January 3,
2001).
Exhibit 11 - Amended and Restated Registration Rights Agreement, dated as of
December 29, 2000, among Caliber Learning Network, Inc., Sylvan
Ventures, LLC, Fleming US Discovery Fund III, L.P., Fleming US
Discovery Offshore Fund III, L.P. and Robert Fleming Nominees Limited
(incorporated by reference to the same document included as Exhibit
10.2 to Form 8-K filed by the Issuer on January 3, 2001).
Exhibit 99 - Press Release issued by the Issuer on January 2, 2001
(incorporated by reference to the same document included as Exhibit
99.1 to Form 8-K filed by the Issuer on January 3, 2001).
Appendix - Address, Organization and Principal Business of Each Reporting
Person Required by Item 2
Appendix 2- Information About Each Reporting Person Required by Item 2
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
Dated: January 11, 2001
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners,
L.P., its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
---------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners,
L.P, its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
---------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
----------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /S/ ROBERT L. BURR
----------------------------------
Robert L. Burr, Member
ROBERT FLEMING INC.
By: /S/ ARTHUR A. LEVY
-----------------------------------
Arthur A. Levy, Director
J.P. MORGAN CHASE & CO.
By: /S/ SUSAN S. SPAGNOLA
------------------------------------
Susan S. Spagnola,
Assistant Corporate Secretary
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<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the undersigned hereby agree to jointly file
the Schedule 13D/A dated January 11, 2001 and any amendments thereto with
respect to the beneficial ownership by each of the undersigned of shares of
common stock of Caliber Learning Network, Inc. Such joint filings may be
executed by one or more of us on behalf of each of the undersigned. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original. Dated: January 11, 2001
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
---------------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P,
its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
--------------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC,
its general partner
By: /S/ ROBERT L. BURR
--------------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /S/ ROBERT L. BURR
--------------------------------------
Robert L. Burr, Member
ROBERT FLEMING INC.
By: /S/ ARTHUR A. LEVY
-------------------------------------
Arthur A. Levy, Director
J.P. MORGAN CHASE & CO.
By: /S/ SUSAN S. SPAGNOLA
---------------------------------------
Susan S. Spagnola,
Assistant Corporate Secretary
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<PAGE>
APPENDIX 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED
BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS PLACE OF
REPORTING PERSON AND OFFICE ADDRESS ORGANIZATION PRINCIPAL BUSINESS
---------------- ------------------ ------------ ------------------
<S> <C> <C> <C>
FLEMING US DISCOVERY FUND III, L.P. 320 Park Avenue Delaware limited partnership to invest in securities
("US FUND") 11th Floor with a view to long-term
capital appreciation
New York, NY 10022
FLEMING US DISCOVERY OFFSHORE FUND c/o Bank of Bermuda, Ltd Bermuda limited partnership to invest in securities with
III, L.P. 6 Front St a view to long-term capital
("OFFSHORE FUND," WITH US FUNDS THE Hamilton HM 11 Bermuda appreciation
"FUNDS")
FLEMING US DISCOVERY PARTNERS, L.P. 320 Park Avenue, Delaware limited partnership to act as the general
("FLEMING PARTNERS") 11th Floor partner of the Funds
New York, NY 10022
FLEMING US DISCOVERY, LLC 320 Park Avenue, Delaware limited liability company to act as the sole general
11th Floor partner of Fleming Partners
New York, NY 10022
ROBERT FLEMING INC. 320 Park Avenue, Delaware corporation a registered investment
11th Floor adviser and broker-dealer
New York, NY 10022
J.P. MORGAN CHASE & CO. 270 Park Avenue, Delaware corporation a parent holding company
New York, N.Y. 10017
OTHER
FLEMING US DISCOVERY INVESTMENT TRUST Fleming Investment Trust United Kingdom Investment Trust an investment manager
Management Limited
10 Aldermanbury
London EC2V 7RF
FLEMING US DISCOVERY Fleming Fund Management A Societe Anonyme incorporated under an investment manager
FUND (Luxembourg) S.a r.l the laws of the Grand Duchy of
European Bank & Business Luxembourg
Center 6 route de Treves
L-2633 Senningerberg
Grand-Duchy of Luxembourg
</TABLE>
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<PAGE>
Appendix 2
INFORMATION ABOUT REPORTING PERSONS
REQUIRED BY ITEM 2
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC
MANAGERS
Robert Fleming Inc.
Robert L. Burr
Christopher M.V. Jones*
Eytan M. Shapiro*
Timothy R.V. Parton*
EXECUTIVE COMMITTEE
Arthur A. Levy
Iain O.S. Saunders
Jonathan K.L. Simon
Robert L. Burr
Christopher M.V. Jones
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Eytan M. Shapiro
Timothy R.V. Parton
David J. Edwards*
Robert M. Zech
* Eytan M. Shapiro, Christopher M.V. Jones, Timothy R.V. Parton and David J.
Edwards are United Kingdom citizens. Robert L. Burr and Robert M. Zech are
United States citizens. Their business address is 320 Park Avenue, 11th Floor,
New York, New York 10022. The citizenship and business address, for each of the
remaining persons listed above is contained in "Executive Officers and Directors
of Robert Fleming Inc."
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<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING INC.
Name: William Robert Maas
Citizenship: United States
Business Address: The Chase Manhattan Bank
270 Park Avenue
New York, N.Y. 10017
Title: Director
Name: Arthur A. Levy
Citizenship: United States
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: Chairman and Director
Name: Christopher M.V. Jones
Citizenship: United Kingdom
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Larry A. Kimmel
Citizenship: United States
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: President and Director
Name: Jonathan K.L. Simon
Citizenship: United Kingdom
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: Director
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<PAGE>
Name: Leonard Lubrano
Citizenship: United States
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: Chief Financial Officer and Senior
Vice President
Name: Charlie Bridge
Citizenship: United Kingdom
Business Address: Robert Fleming Securities
10 Aldermanbury
London EC2V 7RF
Title: Director
Name: Eduardo Canet
Citizenship: United States
Business Address: Robert Fleming Inc.
320 Park Avenue
New York, NY 10022
Title: Director
*With the exception of William Maas and Charlie Bridge, the business address for
each of the above persons is 320 Park Avenue, New York, N.Y. 10022.
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<PAGE>
<TABLE>
<CAPTION>
J.P. MORGAN CHASE & CO.
EXECUTIVE AND OTHER OFFICERS*
<S> <C>
Douglas A. Warner III Chairman of the Board,
Co-Chair of the Executive Committee
William B. Harrison Jr. President and CEO,
Co-Chair of the Executive Committee
Geoffrey T. Boisi Vice Chairman/Co-CEO of the investment bank
David A. Coulter Vice Chairman/Head of the retail business;
leads the new firm's Internet initiatives
Ramon de Oliveira Managing Director/Head of asset management and
wealth management business
Walter A. Gubert Chairman of the investment bank; Chair of European region
Thomas B. Ketchum Managing Director/Chair of Technology Council;
Co-chair of the merger integration team
Donald H. Layton Vice Chairman/Co-CEO of the investment bank
James B. Lee Jr. Vice Chairman/Head of the investment bank's new business and commitments committees
Marc J. Shapiro Vice Chairman/Head of finance, risk management, and administration; Co-chair of the merger
integration team
Jeffrey C. Walker Senior managing partner/Head of the private equity group
Dina Dublon Chief Financial Officer
John C. Farrell Director Human Resources
Frederick W. Hill Director Corporate Marketing and Communications
William H. McDavid General Counsel
Peter Gleysteen Chief Credit Officer
Leslie Daniels Wester Head Market Risk Management
<FN>
*Principal occupation is employee and/or officer of JPMC.
Business address is c/o J.P. Morgan Chase & Co.,
270 Park Avenue, New York, New York 10017.
**Each of the persons named below is a citizen of the United States of America
other than Walter A. Gubert, who is an Italian citizen.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
DIRECTORS**
<S> <C>
Hans W. Becherer Retired Chairman and Chief Executive Officer
Deere & Co.
One John Deere Place
Moline, Illinois 61265
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, California 94119-3965
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International Inc.
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
M. Anthony Burns Chairman
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33196
H. Laurance Fuller Retired Co-Chairman
BP Amoco p.l.c.
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, New York 10024
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
William B. Harrison, Jr. President and Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
John R. Stafford Chairman, President and Chief Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940
Lloyd D. Ward Former Chairman of the Board and Chief Executive Officer
Maytag Corporation
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
Douglas A. Warner III Chairman of the Board
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
Marina v. N. Whitman Professor of Business Administration and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, Michigan 48109-1220
</TABLE>
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<PAGE>
