-----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, T6AYRukzGc23DpklNjluxBgN20/7UZLwxUBqBQ4yPDBTCJJCD6Nve3so7J2zDi37 COzFLZJC2YQ5o/8bhnlDdg== 0001012975-98-000010.txt : 19980109 0001012975-98-000010.hdr.sgml : 19980109 ACCESSION NUMBER: 0001012975-98-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NONE GROUP MEMBERS: J.P. MORGAN CAPITAL CORPORATION GROUP MEMBERS: J.P. MORGAN INVESTMENT CORPORATION GROUP MEMBERS: MORGAN J P & CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUADRAMED CORP CENTRAL INDEX KEY: 0001018833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 680316252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48871 FILM NUMBER: 98503180 BUSINESS ADDRESS: STREET 1: QUADRAMED CORP STREET 2: 80 E SIR FRANCIS DRAKE BLVD STE 2A CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 4154617725 MAIL ADDRESS: STREET 1: 80 EAST SIR FRANCIS DRAKE BLVD STREET 2: STE 2A CITY: LARKSPUR STATE: CA ZIP: 94939 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P & CO INC CENTRAL INDEX KEY: 0000068100 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132625764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 WALL ST CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2124832323 MAIL ADDRESS: STREET 1: P O BOX 271 STREET 2: C/O WILLIAM D HALL CITY: WILMINGTON STATE: DE ZIP: 19899 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* QuadraMed Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74730W 10 1 (CUSIP Number) J. Edmund Colloton J.P. Morgan & Co. Incorporated 60 Wall Street New York, New York 10260-0060 (212) 648-3406 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ] Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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. 74730W 10 1 1 NAME OF REPORTING PERSONS J.P. Morgan & Co. Incorporated S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 660,200 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 660,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 660,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 74730W 10 1 1 NAME OF REPORTING PERSONS J.P. Morgan Capital Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 660,200 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 660,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 660,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 74730W 10 1 1 NAME OF REPORTING PERSONS J.P. Morgan Investment Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 660,200 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 660,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 660,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of securities to which this statement relates is the common stock, par value $0.01 per share (the "Common Stock"), of QuadraMed Corporation ("QuadraMed"). QuadraMed is a Delaware corporation with principal executive offices at 80 East Sir Francis Drake Blvd., Suite 2A, Larkspur, California 94939. Item 2. Identity and Background. This statement is being filed by J.P. Morgan & Co. Incorporated ("JPM"), J.P. Morgan Capital Corporation, a wholly- owned subsidiary of JPM ("JPMCC"), and J.P. Morgan Investment Corporation, a wholly-owned subsidiary of JPMCC (individually, a "Reporting Person" and collectively, the "Reporting Persons"), with respect to the shares of Common Stock beneficially owned by the Reporting Persons. JPM is a publicly held Delaware corporation and a registered bank holding company whose principal business and office address is 60 Wall Street, New York, New York 10260. JPMCC is a Delaware corporation and unregistered investment company that invests either directly or indirectly through its subsidiaries in debt and equity securities for its own account, subject to applicable laws and regulations, including, without limitation, the Bank Holding Company Act of 1956, as amended, and the regulations thereunder and the policies of the Federal Reserve Board in connection therewith (the "Bank Holding Company Act"). JPMCC's principal business and office address is 60 Wall Street, New York, New York 10260. JPMIC is a Delaware corporation and a registered small business investment corporation that invests in debt and equity securities for its own account, subject to applicable laws and regulations, including, without limitation, the Bank Holding Company Act and the Small Business Investment Act of 1958, as amended, and the regulations thereunder. JPMIC's principal business and office address is 60 Wall Street, New York, New York 10260. Information as to each executive officer and director of each of JPM, JPMCC and JPMIC is set forth on Schedule A hereto and incorporated herein by this reference. None of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person named on Schedule A hereto, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was 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. Item 3. Source and Amount of Funds or Other Consideration. Prior to December 29, 1997, none of the Reporting Persons beneficially owned any shares of Common Stock. Pursuant to an Acquisition Agreement and Plan of Merger, dated as of December 29, 1997, by and among QuadraMed, RH Acquisition Co., and FA Acquisition Co., on the one hand and Resource Health Partners, L.P. ("Resource"), Resource Holdings, Ltd. ("RHL"), and FRA Acquisition Inc. ("FRA") on the other hand (the "Merger Agreement"), RH Acquisition Co. merged with and into the RHL, FA Acquisition Co. merged with and into FRA, and all of the outstanding shares of capital stock of each of FRA and RHL (all of which was owned by Resource), was converted into 1,588,701 shares of Common Stock. Pursuant to the Merger Agreement, each share of Common Stock acquired by Resource was valued at approximately $23.87. The advisory committee of Resource (the "Advisory Committee"), the general partner of Resource and the general partner of the general partner of Resource have approved a liquidating distribution by Resource to its partners of the shares of Common Stock held by it. As a result of such liquidating distribution, JPMIC, a limited partner of Resource, will receive 660,200 shares of Common Stock. JPMIC currently designates two of the six members of the Advisory Committee. Item 4. Purpose of Transaction. The shares of Common Stock will be acquired by JPMIC for the purpose of investment. Item 5. Interest in Securities of the Issuer. (a) JPMIC will, upon completion of the liquidating distribution described in Item 3 hereof, own 660,200 shares of Common Stock, constituting approximately 5.6% of the outstanding Common Stock (on the basis of 10,195,753 shares of Common Stock outstanding as of October 31, 1997). JPMCC may, by reason of its status as the parent of JPMIC, be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) the Common Stock of which JPMIC possesses beneficial ownership. JPM may, by reason of its status as the ultimate parent of JPMIC, be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) the Common Stock of which JPMIC possesses beneficial ownership. (b) JPM and JPMCC will share with JPMIC the power to vote and dispose of the 660,200 shares of Common Stock beneficially owned directly by JPMIC. JPM, JPMCC and JPMIC may be deemed to share with Resource and its control persons the power to vote or to direct the vote, but not the power to dispose or to direct the disposition of, the additional 928,501 shares of Common Stock currently owned by Resource. (c) Except as described in Item 3 hereof, none of the Reporting Persons has, during the past 60 days, engaged in any transactions in the Common Stock. (d) Except as described in Item 3 hereof, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock to be acquired by JPMIC upon the liquidating distribution by Resource. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The description of the Merger Agreement set forth in Item 3 hereof is hereby incorporated by reference. Pursuant to the Merger Agreement and an Escrow Agreement, dated as of December 29, 1997, by and among QuadraMed, RH Acquisition Co., FA Acquisition Co., Resource, RHL, FRA and State Street Bank & Trust Company (the "Escrow Agreement"), 155,014 shares of the Common Stock received by Resource have been placed into escrow for up to one year to secure the representations, warranties and covenants made by Resource pursuant to the Merger Agreement. Approximately 72,340 of the shares of Common Stock to be distributed by Resource to JPMIC are included in the escrow. Pursuant to the terms of the Merger Agreement, a Registration Rights Agreement (the "Registration Rights Agreement"), dated as of December 29, 1997, was entered into by QuadraMed and Resource. The Registration Rights Agreement obligates QuadraMed to (i) file a registration statement covering the shares of Common Stock owned by Resource (or its permitted distributees, including, without limitation, JPMIC), by January 28, 1998; (ii) use its best efforts to obtain effectiveness of the registration statement as soon as practicable but in any event before March 29, 1998; (iii) use its best efforts to keep the registration statement effective at all times until 2 years following the later of (a) the effective date of such registration statement and (b) the publication by QuadraMed of financial results that include at least 30 days of combined operations of QuadraMed, RHL, FRA and their respective subsidiaries; and (iv) pay registration fees and other expenses incurred in connection with the registration statement other than underwriting discounts and commissions. JPMIC will be entering into an agreement (the "Transfer Restriction Agreement") with QuadraMed and Resource pursuant to which JPMIC will agree not to transfer any of the shares of Common Stock that it receives from Resource until the publication by QuadraMed of financial results that include at least thirty days of combined operations of QuadraMed, RHL, FRA and their respective subsidiaries. The foregoing descriptions of the Merger Agreement, the Escrow Agreement, the Registration Rights and the Transfer Restriction Agreement are not, and do not purport to be, complete, and are qualified in their entirety by reference to the forms of such agreements included as Exhibits hereto, which forms are incorporated by reference hereto. Item 7. Material to be Filed as Exhibits. 1. Exhibit I - Agreement pursuant to Rule 13d- 1(f)(1)(iii), filed herewith 2. Exhibit II - Merger Agreement, incorporated by reference from Exhibit II to Schedule 13D filed on January 8, 1997 by Resource, RHP, GP, L.P., RHP Health, Inc., Ted Ackroyd and Craig Camp. 3. Exhibit III - Escrow Agreement, incorporated by reference from Exhibit III to Schedule 13D filed on January 8, 1997 by Resource, RHP GP, L.P., RHP Health, Inc., Ted Ackroyd and Craig Camp 4. Exhibit IV - Registration Rights Agreement, incorporated by reference from Exhibit IV to Schedule 13D filed on January 8, 1997 by Resource, RHP GP, L.P., Health, Inc., Ted Ackroyd and Craig Camp 5. Exhibit V - Transfer Restriction Agreement, incorporated by reference from Exhibit V to Schedule 13D filed on January 8, 1997 by Resource, RHP GP, L.P., RHP Health, Inc., Ted Ackroyd and Craig Camp Signature After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 8, 1998 J.P. MORGAN & CO. INCORPORATED By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Vice President and Assistant General Counsel J.P. MORGAN CAPITAL CORPORATION By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Secretary J.P. MORGAN INVESTMENT CORPORATION By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Secretary SCHEDULE A Executive Officers and Directors of J.P. Morgan & Co. Incorporated The names of the Directors and names and titles of the Executive Officers of J.P. Morgan & Co. Incorporated ("JPM") and their business addresses and present principal occupations are set forth below. If no address is given, the Director's or Officer's business address is that of JPM. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Present Business Address Principal Occupation Directors Paul A. Allaire Chairman and Chief Executive Xerox Corporation Officer of Xerox P.O. Box 1600 800 Long Ridge Rd. Stamford, CT 06904 Riley P. Bechtel Chairman and Chief Executive Bechtel Group, Inc. Officer of Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 Martin Feldstein President and Chief Executive National Bureau of Economic Officer of National Bureau Research, Inc. of Economic Research, Inc. 1050 Massachusetts Avenue (economic research) Cambridge, MA 02138-5398 Ellen V. Futter President of American Museum American Museum of Natural of Natural History History (museum) Central Park West at 79th Street New York, NY 10024 Hanna H. Gray President Emeritus and Harry The University of Chicago Pratt Judson Department of History Distinguished Service Professor 1126 East 59th Street of History of The University of Chicago, IL 60637 Chicago (higher learning) James R. Houghton Retired Chairman of the Board 80 E. Market Street Corning Incorporated of Corning 2nd Floor Incorporated Corning, NY 14830 (diversified industrial) James L. Ketelsen Retired Chairman and Chief Tenneco Inc. Executive Officer of Tenneco Inc. P.O. Box 2511 (diversified industrial) Houston, TX 77252-2511 Roberto G. Mendoza Vice Chairman of the Board of JPM Michael E. Patterson Vice Chairman of the Board of JPM Lee R. Raymond Chairman of the Board and Chief Exxon Corporation Executive Officer and Director of 5959 Las Colinas Boulevard Exxon Corporation Irving, TX 75039-2298 (national resources and energy) Richard D. Simmons Retired: Former President of the 105 North Washington Street Washington Post Company and the Suite 202 International Herald Tribune Alexandria, VA 22314 (print media) Kurt F. Viermetz 1 Retired Vice Chairman of the Board of JPM Douglas A. Warner III Chairman of the Board and Chief Executive Officer of JPM Dennis Weatherstone Retired Chairman of the Board of JPM Douglas C. Yearley Chairman, President, Chief Phelps Dodge Corporation Executive Officer and Director of 2600 N. Central Avenue Phelps Dodge Corporation Phoenix, AZ 85004-3014 (minerals) 1 German citizen Officers Douglas A. Warner III Chairman of the Board and Chief Executive Officer of JPM Roberto G. Mendoza Vice Chairman of the Board of JPM Michael E. Patterson Vice Chairman of the Board of JPM Ramon de Oliveira-Cezar 2 Managing Director of JPM, Chairman of Asset Management Services and Chairman of J.P. Morgan Capital Corporation John A. Mayer Jr. Chief Financial Officer of JPM Rachel F. Robbins Managing Director, General Counsel and Secretary of JPM David H. Sidwell Managing Director and Controller of JPM Stephen G. Thieke Managing Director and Head of Corporate Risk Management of JPM 2 French Citizen Executive Officers and Directors of J.P. Morgan Capital Corporation The names of the Directors and names and titles of the Executive Officers of J.P. Morgan Capital Corporation ("JPMCC") and their and present principal occupations are set forth below. Each Director's or Officer's business address is that of JPMCC. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Present Business Address Principal Occupation Directors Ramon de Oliveira-Cezar 3 Managing Director of JPM, Chairman of Asset Management Services and Chairman of J.P. Morgan Capital Corporation John A. Mayer Jr. Chief Financial Officer of J.P. Morgan & Co. Incorporated Clayton S. Rose Managing Director of J.P. Morgan Securities Inc. Walter A. Gubert 4 Managing Director of Morgan Guaranty Trust Company Thomas B. Ketchum Managing Director of J.P. Morgan & Co. Incorporated C. Nicholas Potter Consultant to J.P. Morgan Investment Management Inc. Peter L. Woicke 5 Managing Director of Morgan Guaranty Trust Company 3 French citizen 4 Italian citizen 5 German citizen Brian F. Watson 6 President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Officers Ramon de Oliveira-Cezar 7 Managing Director of JPM, Chairman of Asset Management Services and Chairman of J.P. Morgan Capital Corporation Brian F. Watson 6 President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Brian T. Murphy Managing Director of J.P. Morgan Capital Corporation Pierre Dupont 8 Managing Director of J.P. Morgan Capital Corporation Thomas M. Snell Managing Director of J.P. Morgan Capital Corporation 6 Australian citizen 7 French citizen 8 Belgian citizen John B. Fullerton Managing Director of J.P. Morgan Capital Corporation Thomas S. Quinn Managing Director of J.P. Morgan Capital Corporation Timothy Purcell Managing Director of J.P. Morgan Capital Corporation Martin O'Neil Managing Director of J.P. Morgan Capital Corporation Executive Officers and Directors of J.P. Morgan Investment Corporation The names of the Directors and names and titles of the Executive Officers of J.P. Morgan Investment Corporation ("JPMIC") and their and present principal occupations are set forth below. Each Director's or Officer's business address is that of JPMIC. Unless otherwise indicated, each individual is a citizen of the United States. Name, Residence or Present Business Address Principal Occupation Directors Ramon de Oliveira-Cezar 9 Managing Director of JPM, Chairman of Asset Management Services and Chairman of J.P. Morgan Capital Corporation John A. Mayer Jr. Chief Financial Officer of J.P. Morgan & Co. Incorporated Clayton S. Rose Managing Director of J.P. Morgan Securities Inc. Walter A. Gubert 10 Managing Director of Morgan Guaranty Trust Company Thomas B. Ketchum Managing Director of J.P. Morgan & Co. Incorporated C. Nicholas Potter Consultant to J.P. Morgan Investment Management Inc. Peter L. Woicke 11 Managing Director of Morgan Guaranty Trust Company 9 French citizen 10 Italian citizen 11 German citizen Brian F. Watson 12 President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Officers Ramon de Oliveira-Cezar 13 Managing Director of JPM, Chairman of Asset Management Services and Chairman of J.P. Morgan Capital Corporation Brian F. Watson 12 President, Chief Executive Officer and Managing Director J.P. Morgan Capital Corporation Molly F. Ashby Managing Director of J.P. Morgan Capital Corporation Peter H. Gleason Managing Director of J.P. Morgan Capital Corporation Meryl D. Hartzband Managing Director of J.P. Morgan Capital Corporation Brian T. Murphy Managing Director of J.P. Morgan Capital Corporation Pierre Dupont 14 Managing Director of J.P. Morgan Capital Corporation Thomas M. Snell Managing Director of J.P. Morgan Capital Corporation 12 Australian citizen 13 French citizen 14 Belgian citizen John B. Fullerton Managing Director of J.P. Morgan Capital Corporation Thomas S. Quinn Managing Director of J.P. Morgan Capital Corporation Timothy Purcell Managing Director of J.P. Morgan Capital Corporation Martin O'Neil Managing Director of J.P. Morgan Capital Corporation EXHIBIT I Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of 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 each of them in the capacities set forth below. J.P. MORGAN & CO. INCORPORATED By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Vice President and Assistant General Counsel J.P. MORGAN CAPITAL CORPORATION By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Secretary J.P. MORGAN INVESTMENT CORPORATION By: /s/ J. Edmund Colloton Name: J. Edmund Colloton Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----