SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Holophane Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
436452106
(CUSIP Number)
*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).
**The total number of shares reported herein is 1,242,217, which constitutes
approximately 10.8% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 11,523,192 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 342,084 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 342,084 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
342,084 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person: PN
- -----------
(1) Power is exercised through its sole general partner, Acadia FW Partners,
L.P.
(2) Solely in its capacity as the sole general partner of Acadia Electra
Partners, L.P. as to 10,334 of such shares.
<PAGE>
1. Name of Reporting Person:
Acadia FW Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 342,084 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 342,084 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
342,084 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person: PN
- -----------
(1) Power is exercised through its managing general partner, Acadia MGP,
Inc.
(2) Solely in its capacity as the sole general partner of Acadia Partners,
L.P.
<PAGE>
1. Name of Reporting Person:
Acadia MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 342,084 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 342,084 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
342,084 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person: CO
- -----------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as the managing general partner of Acadia FW
Partners, L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: J. Taylor Crandall is a citizen of
the United States of America.
5. Sole Voting Power: 468,036 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 468,036 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
468,036 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 4.1%
12. Type of Reporting Person: IN
- -----------
(1) Solely in his capacity as the President of Acadia MGP, Inc. as to
342,084 of such shares and as the President of Group 31, Inc. as to 120,054
of such shares.
<PAGE>
1. Name of Reporting Person:
Acadia Electra Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 10,334 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 10,334 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,334
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.1%
12. Type of Reporting Person: PN
- -----------
(1) Power is exercised through its sole general partner, Acadia Partners,
L.P.
<PAGE>
1. Name of Reporting Person:
FWHY-Coinvestments V Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 120,054 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 120,054 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
120,054
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: PN
- -----------
(1) Power is exercised through its sole general partner, Group 31, Inc.
<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 120,054 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 120,054 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
120,054 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: CO
- -----------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as the sole general partner of FWHY-Coinvestments
V Partners, L.P.
<PAGE>
1. Name of Reporting Person:
FWHY-Coinvestments II Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 694,990 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 694,990 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
694,990
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.0%
12. Type of Reporting Person: PN
- -----------
(1) Power is exercised through its sole general partner, Bondo FTW, Inc.
<PAGE>
1. Name of Reporting Person:
Bondo FTW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 694,990 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 694,990 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
694,990 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.0%
12. Type of Reporting Person: CO
- -----------
(1) Power is exercised through its President, David Bonderman.
(2) Solely in its capacity as the sole general partner of FWHY-Coinvestments
II Partners, L.P.
<PAGE>
1. Name of Reporting Person:
David Bonderman
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: David Bonderman is a citizen of
the United States of America.
5. Sole Voting Power: 694,990 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 694,990 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
694,990 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.0%
12. Type of Reporting Person: IN
- -----------
(1) Solely in his capacity as the President of Bondo FTW, Inc.
<PAGE>
1. Name of Reporting Person:
Glenn R. August
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Glenn R. August is a citizen of
the United States of America.
5. Sole Voting Power: 79,191
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 79,191
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
79,191
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.7%
12. Type of Reporting Person: IN
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Act, the undersigned hereby amend their Schedule 13G
Statement dated February 9, 1994, as amended by Amendment No. 1 dated
February 13, 1995 and Amendment No. 2 dated February 13, 1996 (the "Schedule
13G"), relating to the Common Stock, par value $.01 per share, of Holophane
Corporation. Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13G.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing restates in its
entirety the Reporting Persons' (as hereinafter defined) Schedule 13G with
respect to Holophane Corporation.
Item 1(a). Name of Issuer.
The name of the Issuer is Holophane Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 250 East
Broad Street, Suite 1400, Columbus, Ohio 43215.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Act, the undersigned hereby file this
Schedule 13G Statement on behalf of Acadia Partners, L.P., a Delaware limited
partnership ("Acadia"), Acadia FW Partners, L.P., a Delaware limited
partnership ("Acadia FW"), Acadia MGP, Inc., a Texas corporation ("Acadia
MGP"), J. Taylor Crandall ("Crandall"), Acadia Electra Partners, L.P., a
Delaware limited partnership ("Acadia Electra"), FWHY-Coinvestments V
Partners, L.P., a Texas limited partnership ("FWHY-V"), Group 31, Inc., a
Texas corporation ("Group 31"), FWHY-Coinvestments II Partners, L.P., a Texas
limited partnership ("FWHY-II"), Bondo FTW, Inc., a Delaware corporation
("Bondo FTW"), David Bonderman ("Bonderman") and Glenn R. August ("August").
Acadia, Acadia FTW, Acadia MGP, Crandall, Acadia Electra, FWHY-V, Group 31,
FWHY-II, Bondo FTW, Bonderman and August are sometimes hereinafter referred
to as the "Reporting Persons". The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
the Reporting Persons that a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Reporting Persons is as follows:
Principal Business or
Name Residence Address
Acadia 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia FW 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia MGP 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Crandall 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia Electra 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
FWHY-V 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Group 31 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
FWHY-II 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Bondo FTW 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Bonderman 2420 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
August 65 East 55th Street
New York, New York 10222
Item 2(c). Citizenship.
All of the natural persons identified in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Common Stock, par value $.01
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
436452106
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b)
or Rule 13d-2(b).
Item 4. Ownership.
(a)-(b)
Acadia
Because of its direct ownership of 331,750 shares of the Stock and its
position as the sole general partner of Acadia Electra, Acadia may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 342,084 shares of the Stock, which constitutes approximately
3.0% of the outstanding shares of the Stock.
Acadia FW
Because of its position as the sole general partner of Acadia, Acadia FW
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 342,084 shares of the Stock, which constitutes approximately 3.0% of the
outstanding shares of the Stock.
Acadia MGP
Because of its position as the managing general partner of Acadia FW,
Acadia MGP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 342,084 shares of the Stock, which constitutes
approximately 3.0% of the outstanding shares of the Stock.
Crandall
Because of his direct ownership of 5,898 shares of the Stock and his
positions as the President of each of Acadia MGP and Group 31, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 468,036 shares of the Stock, which constitutes approximately
4.1% of the outstanding shares of the Stock.
Acadia Electra
The aggregate number of shares of the Stock that Acadia Electra owns
beneficially, pursuant to Rule 13d-3 of the Act, is 10,334, which constitutes
approximately 0.1% of the outstanding shares of the Stock.
FWHY-V
The aggregate number of shares of the Stock that FWHY-V owns
beneficially, pursuant to Rule 13d-3 of the Act, is 120,054, which
constitutes approximately 1.0% of the outstanding shares of the Stock.
Group 31
Because of its position as the sole general partner of FWHY-V, Group 31
may, pursuant to Rule 13d-3(d)(1)(i) of the Act, be deemed to be the
beneficial owner of 120,054 shares of the Stock, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
FWHY-II
The aggregate number of shares of the Stock that FWHY-II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 694,990, which
constitutes approximately 6.0% of the outstanding shares of the Stock.
Bondo FTW
Because of its position as the sole general partner of FWHY-II, Bondo
FTW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 694,990 shares of the Stock, which constitutes approximately 6.0% of
the outstanding shares of the Stock.
Bonderman
Because of his position as the President of Bondo FTW, Bonderman may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
694,990 shares of the Stock, which constitutes approximately 6.0% of the
outstanding shares of the Stock.
August
The aggregate number of shares of the Stock that FWHY-II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 79,191 shares of the
Stock, which constitutes approximately 0.7% of the outstanding shares of the
Stock.
To the best knowledge of each of the Reporting Persons, other than as
set forth above, none of the persons named in response to Item 2(a) herein is
the beneficial owner of any shares of the Stock.
(c)
Acadia
Acting through its sole general partner, Acadia has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of the
331,750 shares of the Stock owned by it directly and of 10,334 shares of the
Stock as the sole general partner of Acadia Electra.
Acadia FW
In its capacity as the sole general partner of Acadia, and acting
through its managing general partner, Acadia FW has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 342,084
shares of the Stock.
Acadia MGP
In its capacity as the managing general partner of Acadia FW, and acting
through its President, Acadia MGP has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 342,084 shares of the
Stock.
Crandall
Crandall has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 5,898 shares of the Stock he owns
individually, of 342,084 shares of the Stock as the President of Acadia MGP
and of 120,054 shares of the Stock as the President of Group 31.
Electra
Acting through its sole general partner, Electra has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
10,334 shares of the Stock.
FWHY-V
Acting through its sole general partner, FWHY-V has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
120,054 shares of the Stock.
Group 31
In its capacity as the sole general partner of FWHY-V, and acting
through its President, Group 31 has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 120,054 shares of the
Stock.
FWHY-II
Acting through its sole general partner, FWHY-II has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
694,990 shares of the Stock.
Bondo FTW
In its capacity as the sole general partner of FWHY-II, and acting
through its President, Bondo FTW has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 694,990 shares of the
Stock.
Bonderman
In his capacity as the President of Bondo FTW, Bonderman has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 694,990 shares of the Stock.
August
August has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of the 79,191 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the fact
that the Reporting Persons have ceased to be the beneficial owners of more
than five percent of the outstanding shares of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other 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 shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1)(iii). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof.
The agreement required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b).
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 1997
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA MGP, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
ACADIA ELECTRA PARTNERS, L.P.
By: ACADIA PARTNERS, L.P.,
General Partner
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY-COINVESTMENTS V PARTNERS, L.P.
By: GROUP 31, INC.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY-COINVESTMENTS II PARTNERS, L.P.
By: BONDO FTW, INC.,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Secretary
BONDO FTW, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Secretary
/s/ James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for
DAVID BONDERMAN (1)
/s/ Glenn R. August
GLENN R. AUGUST
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman previously has been filed with the Securities and
Exchange Commission.
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA MGP, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
ACADIA ELECTRA PARTNERS, L.P.
By: ACADIA PARTNERS, L.P.,
General Partner
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY-COINVESTMENTS V PARTNERS, L.P.
By: GROUP 31, INC.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY-COINVESTMENTS II PARTNERS, L.P.
By: BONDO FTW, INC.,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Secretary
BONDO FTW, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Secretary
/s/ James J. O'Brien
James J. O'Brien,
Attorney-in-Fact for
DAVID BONDERMAN (1)
/s/ Glenn R. August
GLENN R. AUGUST
(1) A Power of Attorney authorizing James J. O'Brien to act on behalf of
David Bonderman previously has been filed with the Securities and
Exchange Commission.
