-----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, WUzPN7WWNSPy5aAKUFh84jdqz8syYWcDtJ/5J7gu/gIprLLwNmyHM8pxzL1kwfn8 OuCQHpUwePpPcTdSRWvB7g== 0000950142-99-000937.txt : 19991231 0000950142-99-000937.hdr.sgml : 19991231 ACCESSION NUMBER: 0000950142-99-000937 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991230 GROUP MEMBERS: FRR INVESTMENTS LTD GROUP MEMBERS: RCW EQUITIES LIMITED GROUP MEMBERS: RCW HOLDINGS S.A.R.L. GROUP MEMBERS: RCW OVERSEAS LIMITED GROUP MEMBERS: THE FRR TRUST GROUP MEMBERS: THE LMR ISSUE TRUST GROUP MEMBERS: THE MONUMENT TRUST COMPANY LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE ASSISTED LIVING INC CENTRAL INDEX KEY: 0001011064 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 541746596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46163 FILM NUMBER: 99784168 BUSINESS ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7032737500 MAIL ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRR INVESTMENTS LTD CENTRAL INDEX KEY: 0001102225 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON GARRISON STREET 2: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6064 BUSINESS PHONE: 2123733004 MAIL ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON GARRISON STREET 2: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6064 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) SUNRISE ASSISTED LIVING, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 86768K106 (CUSIP Number) FRR Investments Limited c/o Unsworth & Associates Herengracht 483, 1017 BT, Amsterdam. Tel. No.: 011-31-20-622-3243 with a copy to: RCW Holdings S.A.R.L. c/o Unsworth & Associates Herengracht 483, 1017 BT, Amsterdam. Tel. No.: 011-31-20-622-3243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check the following box |_| The 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). SCHEDULE 13D CUSIP No. 86768K106 Page 2 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Holdings S.A.R.L. 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Luxemburg 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 86768K106 Page 3 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Equities Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 86768K106 Page 4 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Overseas Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 86768K106 Page 5 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The LMR Issue Trust 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. 86768K106 Page 6 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) FRR Investments Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 86768K106 Page 7 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The FRR Trust 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. 86768K106 Page 8 of 15 Pages ----------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The Monument Trust Company Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,452,300 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,452,300 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,452,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.6% 14 Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer. This statement relates to the common stock, par value $0.01 per share (the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 7902 Westpark Drive, McLean, Virginia 22102. Item 2. Identity and Background. (a) The names of the persons filing this statement are RCW Holdings S.A.R.L., a Luxembourg corporation ("RCW Holdings"), RCW Equities Limited, a Cayman Islands corporation ("RCW Equities"), RCW Overseas Limited, a Cayman Islands corporation ("RCW Overseas"), The LMR Issue Trust, a Guernsey, Channel Islands trust (the "LMR Issue Trust"), FRR Investments Limited, a Cayman Islands corporation ("FRR Investments"), The FRR Trust, a Guernsey, Channel Islands trust (the "FRR Trust") and The Monument Trust Company Limited, a Guernsey, Channel Islands corporation (the "Trustee" and, collectively with RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, FRR Investments and the FRR Trust, 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 Exchange Act. RCW Equities owns 100% of the equity of RCW Holdings, RCW Overseas owns 100% of the equity of RCW Equities and the LMR Issue Trust owns 100% of the equity of RCW Overseas. The FRR Trust owns 100% of the equity of FRR Investments. RCW Holdings, RCW Equities, the LMR Issue Trust, FRR Investments and the FRR Trust are directly or indirectly controlled by the same trustee. The names of the managers of RCW Holdings are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of RCW Equities are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of RCW Overseas are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of FRR Investments are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of the Trustee are Simon Brooks, Stephen John Harlow, Simon Richard Henning, Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder and Kenneth Rayner. (b) The business address of RCW Holdings is RCW Holdings S.A.R.L. c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of each of the managers of RCW Holdings is RCW Holdings S.A.R.L. c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of RCW Equities is RCW Equities Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of each of the directors of RCW Equities is RCW Equities Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of RCW Overseas is RCW Overseas Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of each of the directors of RCW Overseas is RCW Overseas Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of the LMR Issue Trust is Manor Place, St. Peter Port, Guernsey, Channel Islands. The business address of FRR Investments is FRR Investments Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of each of the directors of FRR Investments is FRR Investments Limited c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of the FRR Trust is Manor Place, St. Peter Port, Guernsey, Channel Islands. The business address of the Trustee is The Monument Trust Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business address of each of the directors and executive officers of the Trustee is as follows: Page 9 of 15
Simon Brooks 14 New Street, St. Peter Port, Guernsey Stephen John Harlow 14 New Street, St. Peter Port, Guernsey Simon Richard Henning 14 New Street, St. Peter Port, Guernsey Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port, Guernsey Kenneth Rayner Canada Court, Upland Road, St. Peter Port, Guernsey.
(c) RCW Holdings is a corporation whose principal business is to hold, finance and participate in investments. RCW Equities is a corporation whose principal business is to hold, finance and participate in investments. RCW Overseas is a corporation whose principal business is to hold, finance and participate in investments. The LMR Issue Trust is a trust whose principal business is to hold assets on behalf of the beneficiaries of the trust. FRR Investments is a corporation whose principal business is to hold, finance and participate in investments. The FRR Trust is a trust whose principal business is to hold assets on behalf of the beneficiaries of the trust. The Trustee is a corporation whose principal business is to provide professional trustee and corporate management services. The present principal occupation of each of the managers of RCW Holdings is a corporate executive. The present principal occupation of each of the directors of RCW Equities is a corporate executive. The present principal occupation of each of the directors of RCW Overseas is a corporate executive. The present principal occupation of each of the directors of FRR Investments is a corporate executive. The present principal occupation of each of the directors and executive officers of the Trustee is as follows: Simon Brooks Chartered Accountant Stephen John Harlow Chartered Accountant Simon Richard Henning Chartered Accountant Geoffrey Robert Le Page Accountant Andrew John Tabemer Chartered Accountant Ansel Edwin Holder Managing Director - Banking Kenneth Rayner Head of Trust for British Isles. (d) During the past five years, none of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the persons referred to in paragraph (a) above has been a party to a civil proceeding of a judicial or administrative body of 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 prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) RCW Holdings is organized under the laws of Luxembourg. Each of the managers of RCW Holdings is a Canadian citizen. RCW Equities is organized under the laws of the Cayman Islands. Each of the directors and executive officers of RCW Equities is a Canadian citizen. RCW Overseas is organized under the laws of the Cayman Islands. Each of the directors and executive officers of RCW Overseas is a Canadian citizen. The LMR Issue Trust is organized under the laws of Guernsey, Channel Islands. Page 10 of 15 FRR Investments is organized under the laws of Cayman Islands. Each of the directors of FRR Investments is a Canadian citizen. The FRR Trust is organized under the laws of Guernsey, Channel Islands. The Trustee is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of the Trustee is a British citizen. Item 3. Source and Amount of Funds or Other Consideration. RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee utilized no funds in the acquisition of the securities of the Issuer triggering the filing of this Schedule 13D by RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee. The securities were acquired by RCW Holdings through open market purchases. RCW Holdings obtained the funds for the purchase of the securities from its working capital. The FRR Trust and the Trustee utilized no funds in the acquisition of the securities of the Issuer triggering the filing of this Schedule 13D by FRR Investments, the FRR Trust and the Trustee. The securities were acquired by FRR Investments through open market purchases. FRR Investments obtained the funds for the purchase of the securities from its working capital. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Common Stock for investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, each of the Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or may dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Accordingly, the Reporting Persons should not be considered passive investors. None of the Reporting Persons currently has any plans or proposals, though each Reporting Person reserves the right to subsequently devise or implement plans or proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above. Page 11 of 15 Item 5. Interest in Securities of the Issuer. To the best of the Reporting Persons' knowledge based on the information contained in the Issuer's Quarterly Report of Form 10-Q for the quarterly period ending June 30, 1999, the aggregate number of shares of outstanding Common Stock is 21,933,794 shares. (a) RCW Holdings directly holds 679,600 shares of Common Stock. RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee may each, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of such shares. FRR Investments and the FRR Trust may each, pursuant to Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such shares. FRR Investments directly holds 772,700 shares of Common Stock. The FRR Trust and the Trustee may each, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of such shares. RCW Holdings, RCW Equities, RCW Overseas and the LMR Issue Trust may each, pursuant to Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such shares. (b) RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee have sole voting and investment power with respect to the 1,452,300 shares of Common Stock, which represent 6.6% of the issued and outstanding shares of the Common Stock. FRR Investments, the FRR Trust and the Trustee have sole voting and investment power with respect to the 1,452,300 shares of Common Stock, which represent 6.6% of the issued and outstanding shares of the Common Stock. (c) During the last 60 days, RCW Holdings has acquired the following shares of Common Stock: NUMBER OF PURCHASE PRICE DATE SHARES PER SHARE ($) December 13, 1999 26,200 $12.2118 December 14, 1999 18,400 $12.2900 These shares were purchased in open market transactions. During the last 60 days, RCW Holdings has sold the following shares of Common Stock: NUMBER OF SALE PRICE DATE SHARES PER SHARE ($) December 17, 1999 385,000 $11.0600 These shares were sold privately to LMR Global Holdings S.A.R.L. Page 12 of 15 During the last 60 days, FRR Investments has acquired the following shares of Common Stock: NUMBER OF PURCHASE PRICE DATE SHARES PER SHARE ($) December 20, 1999 128,700 $11.3523 December 21, 1999 52,100 $11.4468 December 22, 1999 200,000 $11.6793 December 23, 1999 225,800 $11.9713 December 27, 1999 154,900 $11.8439 December 28, 1999 3,900 $11.8585 December 29, 1999 7,300 $11.9110 These shares were purchased in open market transactions. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. RCW Holdings and FRR Investments are both ultimately controlled by Trustee. In addition, RCW Holdings and FRR Investments have agreed to act together for the purpose of holding and voting their respective shares of Common Stock. Therefore, RCW Holdings, RCW Equities, RCW Overseas, LMR Issue Trust, Trustee, FRR Trust and FRR Investments may be deemed to be a group pursuant to Section 13(d)(3) and Rule 13d-5(b)(1) of the Exchange Act. Item 7. Material to be Filed as Exhibits. Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated December 30, 1999 Page 13 of 15 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. Dated: December 30, 1999 RCW Holdings, S.A.R.L. By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Manager RCW Equities Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director RCW Overseas Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director The LMR Issue Trust by the Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director FRR Investments Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director Page 14 of 15 The FRR Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director The Monument Trust Company Limited in its capacity as Trustee of The LMR Issue Trust and The FRR Trust By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director Page 15 of 15 EX-10 2 EXHIBIT 1 EXHIBIT 1 - --------- JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: December 30, 1999 RCW Holdings, S.A.R.L. By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Manager RCW Equities Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director RCW Overseas Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director The LMR Issue Trust by the Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director FRR Investments Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director The FRR Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director The Monument Trust Company Limited in its capacity as Trustee of The LMR Issue Trust and The FRR Trust By: /s/ Geoffrey Le Page ----------------------------- Name: Geoffrey Le Page Title: Director -----END PRIVACY-ENHANCED MESSAGE-----