-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFWy3HT0gSQHpGNWf2RYLcN5W1epOOuloL/p98ZZt8gKNM8dzeeziYvy6tW/raOA Ky4V7FTccA+VGlTbtca+Cg== 0000806085-03-000050.txt : 20030319 0000806085-03-000050.hdr.sgml : 20030319 20030319155224 ACCESSION NUMBER: 0000806085-03-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLOUNT INTERNATIONAL INC CENTRAL INDEX KEY: 0001001606 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 630780521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44493 FILM NUMBER: 03609218 BUSINESS ADDRESS: STREET 1: PO BOX 949 STREET 2: 4520 EXECUTIVE PK DR CITY: MONTGOMERY STATE: AL ZIP: 36116-1602 BUSINESS PHONE: 3342444000 MAIL ADDRESS: STREET 1: P.O. BOX 949 STREET 2: 4520 EXECUTIVE PARK DRIVE CITY: MONTGOMERY STATE: AL ZIP: 36116-1602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f03-03_1513da3blount.txt SCHEDULE 13D AMENDMENT NO.3 LEHMAN BROTHERS OLIVER BUDDE Vice President Associate General Counsel Office Of The General Counsel March 19, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Attn: Document Control--EDGAR Re: SCHEDULE 13D/Amendment No. 3: Blount International, Inc. Ladies and Gentlemen: On behalf of the following entities (the "Reporting Persons"), attached for filing is Amendment No. 3 to Schedule 13D relating to the beneficial ownership of the Common Stock of Blount International, Inc., filed by: Lehman Brothers Holdings Inc. Lehman Brothers Inc. LB I Group Inc. LB Blount Investment SPV LLC Lehman Brothers Merchant Banking Partners II L.P. Lehman Brothers Offshore Investment Partners II L.P. Lehman Brothers Capital Partners III, L.P. Lehman Brothers Capital Partners IV, L.P. Lehman Brothers Merchant Banking Partners II Inc. Lehman Brothers Offshore Partners II Ltd. Lehman Brothers MBG Partners 1999 (A) L.P. Lehman Brothers MBG Partners 1999 (B) L.P. Lehman Brothers MBG Partners 1999 (C) L.P. If you have any questions regarding this filing, please contact Barrett DiPaolo at (212) 526-0577. Very truly yours, /s/ Oliver Budde Enclosure cc: New York Stock Exchange Blount International, Inc. Lehman Brothers Holdings Inc. 399 Park Avenue New York, New York 10022 212 526 0778 Fax 646 758 2653 obudde@lehman.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 3 Under the Securities Exchange Act of 1934 Blount International, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 095180-10-5 (CUSIP Number of Class of Securities) Jeffrey A. Welikson Secretary Lehman Brothers Holdings Inc. 399 Park Avenue, 11th Floor New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 15, 2003 (Date of Event which required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 (b)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). CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Holdings Inc. 13-3216325 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 28,934,728 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 28,934,728 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,934,728 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.5% 14. TYPE OF REPORTING PERSON HC/CO CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LB Blount Investment SPV LLC 13-4073579 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 28,934,728 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 28,934,728 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,934,728 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.5% 14. TYPE OF REPORTING PERSON OO CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Inc. 13-2518466 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER EACH REPORTING PERSON WITH 7,580,899 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,580,899 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,580,899 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON HC/CO CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Merchant Banking Partners II L.P. 01-0594189 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 11,978,977 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 11,978,977 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,978,977 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.8% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Offshore Investment Partners II L.P. 30-0037037 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 7,812,377 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,812,377 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,812,377 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Capital Partners III, L.P. 13-3857432 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 1,562,475 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,562,475 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,475 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Capital Partners IV, L.P. 13-4042406 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 4,340,209 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 4,340,209 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,340,209 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers MBG Partners 1999 (A) L.P. 03-0406092 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 1,041,650 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,041,650 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,041,650 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers MBG Partners 1999 (B) L.P. 03-0406104 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 115,739 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 115,739 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,739 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers MBG Partners 1999 (C) L.P. 03-0406111 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 28,935 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 28,935 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,935 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON PN CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LB I Group Inc. 13-2741778 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 7,580,899 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,580,899 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,580,899 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON HC/CO CUSIP No. 095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Offshore Partners II Ltd. 98-0190704 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 7,812,377 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,812,377 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,812,377 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3% 14. TYPE OF REPORTING PERSON HC/CO CUSIP No.095180-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Merchant Banking Partners II Inc. 13-3957483 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 19,791,354 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 19,791,354 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,791,354 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% 14. TYPE OF REPORTING PERSON HC/CO ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $0.01 (the "Common Stock"), of Blount International, Inc., a Delaware corporation ("Blount"). The address of the principal executive offices of Blount is 4909 S.E. International Way, Portland, Oregon 97222-4679. ITEM 2. IDENTITY AND BACKGROUND This statement is filed on behalf of the following Reporting Persons: Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings") 745 Seventh Avenue New York, NY 10019 Holdings, through its subsidiaries is one of the leading global investment banks, serving institutional, corporate, government and high-net-worth clients. Holdings is the general partner of Lehman Brothers Capital Partners III, L.P. and the direct 100% parent of Lehman Brothers Inc., Lehman Brothers Merchant Banking Partners II Inc. and Lehman Brothers Offshore Partners II Ltd. LB Blount Investment SPV LLC, a Delaware limited liability company ("LB Blount SPV") 745 Seventh Avenue New York, NY 10019 All the shares of Blount beneficially owned by the Reporting Persons are directly owned by LB Blount SPV. With respect to the equity interests of LB Blount SPV, Lehman Brothers Merchant Banking Partners II L.P. owns approximately 41.4%, Lehman Brothers Offshore Investment Partners II L.P. owns approximately 27.0%, Lehman Brothers Capital Partners III, L.P. owns approximately 5.4%, Lehman Brothers Capital Partners IV, L.P. owns approximately 15.0%, LB I Group Inc. owns approximately 7.1%, Lehman Brothers MBG Partners 1999 (A) L.P. owns approximately 3.6%, Lehman Brothers MBG Partners 1999 (B) L.P. owns approximately 0.4%, and Lehman Brothers MBG Partners 1999 (C) L.P. owns approximately 0.1% thereof. Lehman Brothers Inc., a Delaware corporation ("LBI") 745 Seventh Avenue New York, NY 10019 LBI is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 and is a wholly-owned subsidiary of Holdings and the direct 100% parent of LB I Group Inc. LB I Group Inc., a Delaware corporation ("LB I Group") 745 Seventh Avenue New York, New York 10019 LB I Group is a wholly-owned subsidiary of LBI and is the general partner of Capital Partners IV, MBG 1999 (A), MBG 1999 (B) and MBG 1999 (C). LB I Group owns approximately 7.1% of the equity interests of LB Blount SPV. Lehman Brothers Merchant Banking Partners II L.P., a Delaware limited partnership ("LB MBP II") 745 Seventh Avenue New York, NY 10019 LB MBP II is a limited partnership, the general partner of which is Lehman Brothers Merchant Banking Partners II Inc. LB MBP II owns approximately 41.4% of the equity interests of LB Blount SPV. Lehman Brothers Offshore Investment Partners II L.P., a Bermuda limited partnership ("LB OIP II") 745 Seventh Avenue New York, NY 10019 LB OIP II is a limited partnership, the general partners of which are Lehman Brothers Offshore Partners II Ltd. and Lehman Brothers Merchant Banking Partners II Inc. LB OIP II owns approximately 27.0% of the equity interests of LB Blount SPV. Lehman Brothers Capital Partners III, L.P., a Delaware limited partnership ("Capital Partners III") 745 Seventh Avenue New York, NY 10019 Capital Partners III is a limited partnership, the general partner of which is Holdings. Capital Partners III owns approximately 5.4% of the equity interests of LB Blount SPV. Lehman Brothers Capital Partners IV, L.P., a Delaware limited partnership ("Capital Partners IV") 745 Seventh Avenue New York, NY 10019 Capital Partners IV is a limited partnership, the general partner of which is LB I Group Inc. Capital Partners IV owns approximately 15.0% of the equity interests of LB Blount SPV. Lehman Brothers MBG Partners 1999 (A) L.P., a Delaware limited partnership ("MBG 1999 (A)") 745 Seventh Avenue New York, NY 10019 MBG 1999 (A) is a limited partnership, the general partner of which is LB I Group Inc. MBG 1999 (A) owns approximately 3.6% of the equity interests of LB Blount SPV. Lehman Brothers MBG Partners 1999 (B) L.P., a Delaware limited partnership ("MBG 1999 (B)") 745 Seventh Avenue New York, NY 10019 MBG 1999 (B) is a limited partnership, the general partner of which is LB I Group Inc. MBG 1999 (B) owns approximately 0.4% of the equity interests of LB Blount SPV. Lehman Brothers MBG Partners 1999 (C) L.P., a Delaware limited partnership ("MBG 1999 (C)") 745 Seventh Avenue New York, NY 10019 MBG 1999 (C) is a limited partnership, the general partner of which is LB I Group Inc. MBG 1999 (C) owns approximately 0.1% of the equity interests of LB Blount SPV. Lehman Brothers Offshore Partners II Ltd., a Bermuda corporation ("LB Offshore II Ltd.") 745 Seventh Avenue New York, NY 10019 LB Offshore II Ltd. is a wholly-owned subsidiary of Holdings and a general partner of LB OIP II. Lehman Brothers Merchant Banking Partners II Inc., a Delaware corporation ("LB MBP II Inc.") 745 Seventh Avenue New York, NY 10019 LB MBP II Inc. is a wholly-owned subsidiary of Holdings and the general partner of LB MBP II and a general partner of LB OIP II. The names, residence or business address, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Persons are set forth in Appendix A hereto. None of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the persons listed in Appendix A hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Appendix B attached hereto and incorporated herein by reference, been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION See Item 4. The source of the funds employed to pay the purchase price of $20,000,000 referred to in Item 4 was general working capital of the Reporting Persons. ITEM 4. PURPOSE OF TRANSACTION On March 13, 2001, Blount announced that it had entered into a Purchase Agreement (the "Purchase Agreement") dated as of March 2, 2001, with LB Blount SPV. Pursuant to the Purchase Agreement, LB Blount SPV purchased from Blount for an aggregate purchase price of $20,000,000 (i) $20,000,000 aggregate principal amount of Convertible Preferred Equivalent Securities Due 2013 (the "Securities") and (ii) Warrants to acquire 1,000,000 shares of Common Stock of Blount, for $0.01 per share. Each $1,000 principal amount of Securities is exchangeable into one share of 12% Convertible Preferred Stock, par value $0.01 per share (the "Convertible Preferred") of Blount. Each share of Convertible Preferred is convertible into 66.67 shares (subject to adjustment in certain events) of Blount Common Stock. Before the purchase, LB Blount SPV owned an aggregate of 26,262,111 shares of the Common Stock of Blount. The Securities bear interest at 12% per annum, compounding annually. Prior to the fifth anniversary of the original issuance, the Securities pay interest in additional Securities in lieu of cash. As of March 2, 2002, $2,400,000 additional principal amount of Securities accrued to LB Blount SPV. As a result, as of the filing date of the Reporting Person's Schedule 13D, Amendment No.2, LB Blount SPV owned $22,400,000 principal amount of Securities, exchangeable for 22,400 shares of Preferred Stock, which in turn were convertible into 1,493,333 shares of Common Stock. Together with the 26,262,111 shares of Common Stock which were actually owned and the 1,000,000 shares of Common Stock issuable upon exercise of the Warrants, LB Blount SPV beneficially owned 28,755,444 shares of Common Stock, which constituted 86.4% of the Common Stock, prior to March 15, 2003. As of March 15, 2003, $2,688,000 additional principal amount of Securities accrued to LB Blount SPV. As a result, as of that date, LB Blount SPV owned $25,088,000 principal amount of Securities, exchangeable for 25,088 shares of Preferred Stock, which in turn were convertible into 1,672,617 shares of Common Stock. Together with the 26,262,111 shares of Common Stock which continue to be actually owned and the 1,000,000 shares of Common Stock which continue to be issuable upon exercise of the Warrants, as of the date hereof LB Blount SPV currently beneficially owns 28,934,728 shares of common stock, constituting 86.5% of the Common Stock. The Reporting Persons intend to evaluate continually Blount's business, prospects and financial condition, the market for shares of Common Stock, other opportunities available to the Reporting Persons, general economic conditions, money and stock market conditions and other factors and future developments which the Reporting Persons may deem relevant from time to time. Depending on these factors, the Reporting Persons may decide to sell all or part of the shares of Blount that they hold. Any such disposition , or any further acquisition, may be effected through privately negotiated transactions or otherwise. Except as set forth in this Item 4, the Reporting Persons do not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) See Items 11 and 13 of the cover page for each Reporting Person and Item 4 above. (b) See Items 7 through 9 of the cover page for each Reporting Person (c) Not Applicable. (d) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed in Appendix A hereto knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons, other than customers of a Reporting Person over whose shares a Reporting Person may have investment discretion. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4. Daniel James and William Shutzer are Managing Directors of LBI. Messrs. James and Shutzer are also members of the Board of Directors of Blount. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Purchase Agreement dated as of March 2, 2001 between Blount International, Inc. and LB Blount Investment SPV LLC (filed as Exhibit 99.1 to Blount International, Inc.'s Form 8-K Current Report dated as of March 2, 2001, and incorporated herein by reference) 12% Convertible Preferred Equivalent Security Due 2013 dated as of March 2, 2001 (filed as Exhibit 99.2 to Blount International, Inc.'s Form 8-K Current Report dated as of March 2, 2001, and incorporated herein by reference) Certificate Representing Warrants dated as of March 2, 2001 (filed as Exhibit 99.3 to Blount International, Inc.'s Form 8-K Current Report dated as of March 2, 2001, and incorporated herein by reference) Certificate of Designations for the 12% Convertible Preferred Stock (filed as Exhibit 99.4 to Blount International, Inc.'s Form 8-K Current Report dated as of March 2, 2001, and incorporated herein by reference) Joint Filing Agreement, dated March 19, 2003, among Lehman Brothers Holdings Inc., Blount Investment SPV LLC, Lehman Brothers Inc., Lehman Brothers Merchant Banking Partners II L.P., Lehman Brothers Offshore Investment Partners II L.P., Lehman Brothers Capital Partners III, L.P., Lehman Brothers Capital Partners IV, L.P., Lehman Brothers MBG partners 1999 (A) L.P., Lehman Brothers MBG Partners 1999 (B) L.P., Lehman Brothers MBG Partners 1999 (C) L.P., LB I Group Inc., Lehman Brothers Offshore Partners II Ltd. and Lehman Brothers Merchant Banking Partners II Inc. (filed herewith as Exhibit A) After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 19, 2003 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Oliver Budde ------------------------ Name: Oliver Budde Title: Vice President BLOUNT INVESTMENT SPV LLC By: /s/ Oliver Budde ------------------------ Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS INC. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title:Vice President LEHMAN BROTHERS MERCHANT BANKING PARTNERS II L.P. By: /s/ Oliver Budde ----------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERS II L.P. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS III, L.P. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS IV, L.P. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (A) L.P. By: /s/ Oliver Budde -------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (B) L.P. By: /s/ Oliver Budde ---------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (C) L.P. By: /s/ Oliver Budde ------------------------------ Name: Oliver Budde Title: Authorized Signatory LB I GROUP INC. By: /s/ Oliver Budde ---------------------------- Name: Oliver Budde Title : Authorized Signatory LEHMAN BROTHERS OFFSHORE PARTNERS II LTD. By: /s/ Oliver Budde ----------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MERCHANT BANKING PARTNERS II INC. By: /s/ Oliver Budde ----------------------------- Name: Oliver Budde Title: Vice President APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 745 Seventh Avenue President and Chief Executive Officer New York, NY 10019 of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 745 Seventh Avenue International Business New York, NY 10019 Machines Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 745 Seventh Avenue New York, NY 10019 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 745 Seventh Avenue Executive Officer of New York, NY 10019 Halliburton Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 745 Seventh Avenue Officer New York, NY 10019 Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman 745 Seventh Avenue & Company, Inc. New York, NY 10019 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment 745 Seventh Avenue Group New York, NY 10019 Dina Merrill Lehman Brothers Holdings Inc. Director and Vice 745 Seventh Avenue Chairman of RKO Pictures, New York, NY 10019 Inc., and Actress - ---- All above individuals are citizens of the United States. LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Jonathan Beyman Lehman Brothers Holdings Inc. Chief of Operations and Technology 745 Seventh Avenue New York, NY 10019 Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 David Goldfarb Lehman Brothers Holdings Inc. Chief Financial Officer 745 Seventh Avenue New York, NY 10019 Joseph M. Gregory Lehman Brothers Holdings Inc. Chief Operating Officer 745 Seventh Avenue New York, NY 10019 Bradley H. Jack Lehman Brothers Holdings Inc. Chief Operating Officer 745 Seventh Avenue New York, NY 10019 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 - ----- All above individuals are citizens of the United States. LEHMAN BROTHERS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS Roger S. Berlind 745 Seventh Avenue Theatrical Producer New York, NY 10019 Howard L. Clark, Jr. 745 Seventh Avenue Vice Chairman New York, NY 10019 Frederick Frank 745 Seventh Avenue Vice Chairman New York, NY 10019 Richard S. Fuld, Jr. 745 Seventh Avenue Chairman and Chief Executive Officer New York, NY 10019 Harvey M. Krueger 745 Seventh Avenue Vice Chairman New York, NY 10019 Sherman R. Lewis, Jr. 745 Seventh Avenue Vice Chairman New York, NY 10019 - ----- Above individuals are citizens of the United States. LEHMAN BROTHERS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Jonathan Beyman Lehman Brothers Holdings Inc. Chief of Operations and Technology 745 Seventh Avenue New York, NY 10019 Richard S. Fuld, Jr. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 David Goldfarb Chief Financial Officer 745 Seventh Avenue New York, NY 10019 Joseph M. Gregory Chief Operating Officer 745 Seventh Avenue New York, NY 10019 Bradley H. Jack Chief Operating Officer 745 Seventh Avenue New York, NY 10019 Thomas A. Russo Chief Legal Officer and Vice Chairman 745 Seventh Avenue New York, NY 10019 - ------ All above individuals are citizens of the United States. LB I GROUP INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS David Goldfarb 745 Seventh Avenue New York, NY 10019 745 Seventh Avenue Allan S. Kaplan New York, NY 10019 Rocco F. Andriola 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS Dexter E. Senft 745 Seventh Avenue Managing Director New York, NY 10019 Micheal I. Brill 745 Seventh Avenue Senior Vice President New York, NY 10019 745 Seventh Avenue Allan S. Kaplan New York, NY 10019 Senior Vice President Michael J. Konigsberg 745 Seventh Avenue Senior Vice President New York, NY 10019 Edward B. McGeough 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian P. Wade 745 Seventh Avenue Senior Vice President New York, NY 10019 Jarett Wait 745 Seventh Avenue Senior Vice President New York, NY 10019 Alan Waskowitz 745 Seventh Avenue Senior Vice President New York, NY 10019 Jeffrey S. Wecker 745 Seventh Avenue Senior Vice President New York, NY 10019 - ---- Above individuals are citizens of the United States. LEHMAN BROTHERS MERCHANT BANKING PARTNERS II INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Allan S. Kaplan 745 Seventh Avenue New York, NY 10019 Alan Washkowitz 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS Alan Washkowitz 745 Seventh Avenue President New York, NY 10019 - ---- Above individuals are citizens of the United States. LEHMAN BROTHERS OFFSHORE PARTNERS II LTD. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Nicholas Trollope 745 Seventh Avenue New York, NY 10019 Alan Washkowitz 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS Graham B. Collis 745 Seventh Avenue Alternate Director New York, NY 10019 Kathryn Siggins 745 Seventh Avenue Alternate Director New York, NY 10019 Alan Washkowitz 745 Seventh Avenue President New York, NY 10019 - ---- Above individuals are citizens of the United States. APPENDIX B Lehman Brothers has been involved in a number of civil proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Each of these proceedings was settled by Lehman Brothers consenting to the entry of an order without admitting or denying the allegations in the complaint. All of such proceedings are reported and summarized in the Schedule D to Lehman Brother's Form BD filed with the Securities and Exchange Commission, which descriptions are hereby incorporated by reference. EXHIBIT A SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are 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 the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. LEHMAN BROTHERS HOLDINGS INC. By: /s/ Oliver Budde --------------------------- Name: Oliver Budde Title: Vice President BLOUNT INVESTMENT SPV LLC By: /s/ Oliver Budde ---------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS INC. By: /s/ Oliver Budde --------------------------- Name: Oliver Budde Title: Senior Vice President LEHMAN BROTHERS MERCHANT BANKING PARTNERS II L.P. By: /s/ Oliver Budde ---------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERS II L.P. By: /s/ Oliver Budde --------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS III, L.P. By: /s/ Oliver Budde -------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS IV, L.P. By: /s/ Oliver Budde ----------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (A) L.P. By: /s/ Oliver Budde --------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (B) L.P. By: /s/ Oliver Budde ------------------------------ Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MBG PARTNERS 1999 (C) L.P. By: /s/ Oliver Budde ------------------------------- Name: Oliver Budde Title: Authorized Signatory LB I GROUP INC. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title : Authorized Signatory LEHMAN BROTHERS OFFSHORE PARTNERS II LTD. By: /s/ Oliver Budde ------------------------- Name: Oliver Budde Title: Authorized Signatory LEHMAN BROTHERS MERCHANT BANKING PARTNERS II INC. By: /s/ Oliver Budde ------------------------------ Name: Oliver Budde Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----