-----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, M/OXOgLNZ6VHnC8VXfRjB2vmiZcTidAi/SRHIbWtGbR+kB4d35kIVe4WEFaCqY2Z 14Ay0zciWvH0PpyLKYRpQg== 0000950123-10-009260.txt : 20100205 0000950123-10-009260.hdr.sgml : 20100205 20100205162546 ACCESSION NUMBER: 0000950123-10-009260 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 GROUP MEMBERS: WELLS FARGO & COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSYS IT PARTNERS INC CENTRAL INDEX KEY: 0000948850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 561930691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44909 FILM NUMBER: 10577647 BUSINESS ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-386-1400 MAIL ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: VENTURI PARTNERS INC DATE OF NAME CHANGE: 20030805 FORMER COMPANY: FORMER CONFORMED NAME: PERSONNEL GROUP OF AMERICA INC DATE OF NAME CHANGE: 19950802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wachovia Investors, Inc. CENTRAL INDEX KEY: 0001305175 IRS NUMBER: 561915240 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 704-374-4235 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 SC 13D/A 1 g22024sc13dza.htm FORM SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
 

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 5 )*

COMSYS IT Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92330P10
(CUSIP Number)
James F. Powers, Esq.
Senior Counsel
Wells Fargo & Company
30th Floor, One Wachovia Center
301 South College Street
Charlotte NC 28202-6000
(704) 383-0520

With copies to:
James R. Wyche, Esq.
K&L Gates LLP
214 N. Tryon Street
Hearst Tower, 47th Floor
Charlotte, North Carolina 28202
(704) 331-7558
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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.
 
92330P10 
13D Page  
  of   
13 
 
Pages 

 

           
1   NAME OF REPORTING PERSONS

WACHOVIA INVESTORS, INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  North Carolina
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,222,917
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,222,917
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,222,917
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.1%
     
14   TYPE OF REPORTING PERSON
   
  CO
1 As a result of being party to the Tender and Voting Agreement (as described in Items 4 and 6 of this Amendment), Wachovia Investors, Inc. may be considered a member of a “group” for purposes of this Schedule 13D. Wachovia Investors, Inc. expressly disclaims beneficial ownership of the shares of Common Stock (as defined herein) beneficially owned by the Other Supporting Stockholders (as defined herein).

Page 2 of 13 Pages


 

                     
CUSIP No.
 
92330P10 
13D Page  
  of   
13 
 
Pages 

 

           
1   NAMES OF REPORTING PERSONS

WELLS FARGO & COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,222,917
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,222,917
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,222,917
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.1%
     
14   TYPE OF REPORTING PERSON
   
  HC
1 As a result of Wachovia Investors, Inc. being party to the Tender and Voting Agreement (as described in Items 4 and 6 of this Amendment), Wells Fargo & Company may be considered a member of a “group” for purposes of this Schedule 13D. Wells Fargo & Company expressly disclaims beneficial ownership of the shares of Common Stock (as defined herein) beneficially owned by the Other Supporting Stockholders (as defined herein).

Page 3 of 13 Pages


 

Explanatory Note. This Amendment No. 5 (this “Amendment”) is filed jointly on behalf of (i) Wachovia Investors, Inc., a North Carolina corporation (“Wachovia Investors”), by virtue of its direct beneficial ownership of common stock, $0.01 par value per share (the “Common Stock”), of COMSYS IT Partners, Inc., a Delaware corporation (the “Company”), and (ii) Wells Fargo & Company, a Delaware corporation (“Wells Fargo”), in its capacity as the sole parent company of Wachovia Investors (together with Wachovia Investors, the “Reporting Persons”). This Amendment, among other things, supplements and amends the Schedule 13D filed by the Reporting Persons on October 12, 2004, as amended by Amendment No. 1 filed on January 30, 2007, Amendment No. 2 filed on February 12, 2007, Amendment No. 3 filed on May 29, 2007, and Amendment No. 4 filed on December 24, 2008 (the “Schedule 13D”). Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are assigned to such terms in the Schedule 13D.
     The Schedule 13D is hereby amended as follows:
Item 2. Identity and Background.
     The principal business of Wachovia Investors is making equity, debt and mezzanine investments. The address of the principal business and principal office of Wachovia Investors is 301 South College Street, 12th Floor, Charlotte, North Carolina 28288.
     The principal business of Wells Fargo is banking and financial services. The address of the principal business and principal office of Wells Fargo is 420 Montgomery Street, San Francisco, California 94163. On December 31, 2008, Wells Fargo acquired Wachovia Corporation, a North Carolina corporation, by a merger of it with and into Wells Fargo and, consequently, Wells Fargo became the sole shareholder of Wachovia Investors.
     Information concerning each executive officer, director and controlling person of Wachovia Investors and Wells Fargo is listed on Schedules A and B attached hereto, respectively (the “Listed Persons”), and is incorporated by reference herein. All of the Listed Persons are citizens of the United States.
     During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

Page 4 of 13 Pages


 

Item 4. Purpose of Transaction.
     Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following:
     On February 1, 2010, the Company, Manpower Inc., a Wisconsin corporation (“Manpower”), and Taurus Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Manpower (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will commence an exchange offer (the “Offer”) to purchase all of the outstanding shares of Common Stock. Following the completion of the Offer, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct or indirect wholly owned subsidiary of Manpower.
     Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, in both the Offer and the Merger, each share of Common Stock accepted by Merger Sub will be exchanged for either (at the stockholder’s election) $17.65 in cash or $17.65 in fair market value of shares of Manpower common stock, $0.01 par value per share (the “Manpower Common Stock”), where fair market value is the average trading price of Manpower’s common stock during the ten trading days ending on and including the second trading day prior to the closing of the Offer. At the effective time of the Merger, any remaining outstanding shares of Common Stock not tendered in the Offer, other than shares owned by Manpower or any direct or indirect wholly owned subsidiary of Manpower or the Company, will be acquired for cash and Manpower Common Stock.
     The aggregate amount of cash and of Manpower Common Stock available for election at the closing of the Offer and of the Merger will be determined on a 50/50 basis, such that if the holders of more than 50% of the shares tendered in the Offer, or more than 50% of the shares converted in the Merger, elect more than the cash or Manpower Common Stock available in either case, they will receive on a pro rata basis the other kind of consideration to the extent the kind of consideration they elect to receive is oversubscribed. For example, if the holders of more than 50% of the Common Stock who tender in the Offer elect cash then such holders in the aggregate will receive all of the cash available for payment in the Offer (50% of the total consideration payable to all stockholders who tender in the Offer) but also will receive some Manpower Common Stock on a pro rata basis, since there would have been an oversubscription for cash payment. Notwithstanding the foregoing, Manpower has the right, at any time not less than two business days prior to the expiration of the Offer, to elect to convert the transaction into an all-cash deal and to pay $17.65 in cash for all shares of Common Stock tendered in the Offer and acquired in the Merger.
     The Offer is subject to satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the tender to Merger Sub and no withdrawal of at least a majority of the shares of Common Stock (calculated in accordance with the terms of the Merger Agreement) (the “Minimum Condition”). The Minimum Condition may not be waived by Merger Sub without the prior written consent of the Company. Subject to certain conditions and limitations, the Company has granted Manpower and Merger Sub an option to purchase from the Company, following the completion of the Offer, a number of

Page 5 of 13 Pages


 

additional shares of Common Stock that, when added to the shares already owned by Merger Sub, constitute one share more than 90% of the shares of Common Stock entitled to vote on the Merger. If Purchaser acquires more than 90% of the outstanding shares of Common Stock including through exercise of the aforementioned option, it will complete the Merger through the “short form” procedures available under Delaware law.
     The Merger Agreement contains certain termination rights for each of Manpower and the Company, and if the Merger Agreement is terminated under certain circumstances, the Company is required to pay Manpower a termination fee of $15.2 million and/or reimburse Manpower for its out-of-pocket transaction-related expenses up to $2.5 million.
     The Merger Agreement includes customary representations, warranties and covenants of the Company, Manpower and Merger Sub. In addition to certain other covenants, the Company has agreed not to (i) encourage, solicit, initiate or facilitate any takeover proposal from a third party; (ii) enter into any agreement relating to a takeover proposal or any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Offer, the Merger, the Merger Agreement or the transactions contemplated by the merger Agreement; (iii) grant any waiver or release under any standstill agreement relating to Company Common Stock; or (iv) enter into discussions or negotiations with a third party in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, a takeover proposal, in each case subject to certain exceptions set forth in the Merger Agreement.
     In connection with the Merger Agreement, Manpower entered into a Tender and Voting Agreement, dated as of February 1, 2010 (the “Tender and Voting Agreement”) with Wachovia Investors and certain other stockholders of the Company (the “Other Supporting Stockholders” and together with Wachovia Investors, the “Supporting Stockholders”), pursuant to which each Supporting Stockholder agreed to tender (or cause to be tendered) in the Offer all of the shares of Common Stock beneficially owned by such Supporting Stockholder and to vote any shares of Common Stock not tendered in the Offer in favor of the Merger. Each Supporting Stockholder also agreed that, except as contemplated by the Merger Agreement, it shall not (i) offer to transfer, transfer or consent to transfer any or all of the shares of Common Stock beneficially owned by such Supporting Stockholder without Manpower’s prior written consent, (ii) enter into any contract, option or other agreement with respect to any transfer of such shares of Common Stock, (iii) take any action that reduces such Supporting Stockholder’s beneficial ownership of interest in such shares of Common Stock, (iv) grant any proxy, power-of-attorney or other authorization with respect to shares of Common Stock, (v) deposit such shares of Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to such shares, or (vi) take any other action that would interfere in any material respect with the performance of such Supporting Stockholder’s obligations under the Tender and Voting Agreement or the Merger Agreement. The Tender and Voting Agreement further provides that the foregoing provisions do not apply to any shares of Common Stock held by a Supporting Stockholder in a fiduciary capacity for the benefit of persons other than the Supporting Stockholders.
     The Tender and Voting Agreement and the obligations of each Supporting Stockholder thereunder terminate on the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement, (iii) June 30, 2010, or (iv) such time as the Merger Agreement is

Page 6 of 13 Pages


 

amended unless such amendment does not adversely affect the rights and interests of the Supporting Stockholder under the Tender and Voting Agreement and Merger Agreement or such Supporting Stockholder consents to such amendment.
     The foregoing descriptions of the Merger Agreement and the Tender and Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Tender and Voting Agreement, which are filed herewith as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.
     Other than as described in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
     Items 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:
     (a) and (b)
                                                                 
    Shares   Options   Sole   Shared   Sole   Shared        
    Held   Held   Voting   Voting   Dispositive   Dispositive   Beneficial   Percentage
Reporting Person   Directly   Directly   Power   Power   Power   Power   Ownership   of Class(1)
Wachovia Investors
    3,222,917       0       0       3,222,917       0       3,222,917       3,222,917       15.1 %
Wells Fargo
    0       0       0       3,222,917       0       3,222,917       3,222,917       15.1 %
 
(1)   This percentage is calculated based upon 21,301,314 shares of the Company’s Common Stock outstanding as of February 1, 2010, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act, as set forth in the Merger Agreement.
     The Listed Persons for Wachovia Investors individually own in the aggregate 135,000 shares of Common Stock, of which the Reporting Persons disclaim beneficial ownership.
     The Reporting Persons and the Other Supporting Stockholders own, in the aggregate, 5,675,399 shares of Common Stock (677,897 of which are restricted and subject to vesting) and options and warrants to purchase 595,468 shares of Common Stock.
     If the Reporting Persons and the Other Supporting Stockholders are considered a “group” because of their participation in the Tender and Voting Agreement, each Reporting Person may be deemed to beneficially own 6,270,837 shares of Common Stock of the Company, representing approximately 29.4% of the Common Stock of the Company, which percentage is calculated based upon 21,301,314 outstanding shares of the Company’s Common Stock and the aggregate options and warrants to purchase shares of Common Stock held by the Supporting Stockholders (assuming for purposes herein that all such options and warrants are exercisable, and such restricted shares of Common Stock vest, within 60 days). Each Reporting Person disclaims membership in a “group.” Each Reporting Person also disclaims beneficial ownership of any securities of the Company held by any Other Supporting Stockholders.

Page 7 of 13 Pages


 

     In addition to the shares of Common Stock described above, certain other businesses and operating units of Wells Fargo may hold securities of the Company in a fiduciary or trading capacity in the ordinary course of their respective businesses. The beneficial ownership information included in this Amendment excludes all such shares.
     (c) Except for the Tender and Voting Agreement, and the transactions contemplated thereby, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, has effected any transactions in the Common Stock during the past 60 days.
     (d) Not applicable.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
     Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
     As described in Item 4, Wachovia Investors entered into the Tender and Voting Agreement with Manpower, pursuant to which Wachovia Investors agreed, subject to the terms and conditions set forth therein, to tender (or cause to be tendered) in the Offer all of the shares of Common Stock beneficially owned by Wachovia Investors and to vote any such shares of Common Stock not tendered in the Offer in favor of the Merger. Frederick W. Eubank, II, a member of the Company’s board of directors and a Listed Person of Wachovia Investors, was a party to the Tender and Voting Agreement in his individual capacity and not with respect to any securities held or beneficially owned by the Reporting Persons.
     Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
     
Exhibit No.   Exhibit
 
   
99.1
  Joint Filing Agreement, dated as of February 5, 2010, by and among the Reporting Persons (filed herewith).
 
   
99.2
  Agreement and Plan of Merger, dated as of February 1, 2010, among COMSYS IT Partners, Inc., Manpower Inc., and Taurus Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 1, 2010).
 
   
99.3
  Tender and Voting Agreement, dated as of February 1, 2010, by and among Manpower Inc. and the persons listed on Schedule I attached thereto (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 1, 2010).

Page 8 of 13 Pages


 

SIGNATURE
     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 5, 2010
         
  WACHOVIA INVESTORS, INC.
 
 
  By:   /s/ Courtney R. McCarthy    
    Name:   Courtney R. McCarthy   
    Title:   Director   
 
  WELLS FARGO & COMPANY
 
 
  By:   /s/ Scott B. Perper    
    Name:   Scott B. Perper   
    Title:   Designated Signer   
 

Page 9 of 13 Pages


 

SCHEDULE A
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS
OF
WACHOVIA INVESTORS
         
        Present Principal Occupation
        or Employment, Name of
        Principal Employer, Business
        of Principal Employer, Address
Name, Title   Business or Residence Address   of Principal Employer
Wells Fargo & Company —Parent
  420 Montgomery Street
San Francisco, California 94163
   
 
       
Scott B. Perper
Member of Board of Directors and Executive Officer
  301 South College Street
Charlotte, NC 28288-0732
  Managing Partner
Wachovia Capital Partners
301 South College Street
Charlotte, NC 28288
 
       
Frederick W. Eubank, II
Member of Board of Directors and Executive Officer
  301 South College Street
Charlotte, NC 28288-0732
  Managing Partner
Wachovia Capital Partners
301 South College Street
Charlotte, NC 28288
 
       
L. Watts Hamrick III
Member of Board of Directors and Executive Officer
  301 South College Street
Charlotte, NC 28288-0732
  Managing Partner
Wachovia Capital Partners
301 South College Street
Charlotte, NC 28288

Page 10 of 13 Pages


 

SCHEDULE B
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS
OF
WELLS FARGO & COMPANY
         
        Present Principal Occupation or
        Employment, Name of Principal
        Employer, Business of Principal
        Employer, Address of Principal
Name, Title   Business Address   Employer
John D. Baker II
Director
  Patriot Transportation Holding, Inc.
501 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
  President, CEO
Patriot Transportation Holding, Inc.
501 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
 
       
John S. Chen
Director
  Sybase, Inc.
One Sybase Drive
Dublin, California 94568
  Chairman, CEO and President
Sybase, Inc.
One Sybase Drive
Dublin, California 94568
 
       
Lloyd H. Dean
Director
  Catholic Healthcare West
185 Berry Street, Suite 300
San Francisco, California 94107
  President, CEO
Catholic Healthcare West
185 Berry Street, Suite 300
San Francisco, California 94107
 
       
Susan E. Engel
Director
  Portero, Inc.
28 Kaysal Road
Armonk, NY 10504
  Chief Executive Officer
Portero, Inc.
28 Kaysal Road
Armonk, NY 10504
 
       
Enrique Hernandez, Jr.
Director
  Inter-Con Security Systems, Inc.
210 South De Lacey Avenue
2nd Floor
Pasadena, California 91105
  Chairman, CEO
Inter-Con Security Systems, Inc.
210 South De Lacey Avenue
2nd Floor
Pasadena, California 91105
 
       
Donald M. James
Director
  Vulcan Materials Company
P.O. Box 385014
Birmingham, Alabama 35238-5014
  Chairman, CEO
Vulcan Materials Company
P.O. Box 385014
Birmingham, Alabama 35238-5014
 
       
Richard D. McCormick
Director
  Chairman Emeritus
US WEST, Inc.
3200 Cherry Creek South Drive
Suite 230
Denver, Colorado 80209
  Chairman Emeritus
US WEST, Inc.
3200 Cherry Creek South Drive
Suite 230
Denver, Colorado 80209
 
       
Mackey J. McDonald
Director
  Retired Chairman
VF Corporation
P.O. Box 21488
Greensboro, NC 27420-1488
  Retired Chairman
VF Corporation
P.O. Box 21488
Greensboro, NC 27420-1488

Page 11 of 13 Pages


 

         
        Present Principal Occupation or
        Employment, Name of Principal
        Employer, Business of Principal
        Employer, Address of Principal
Name, Title   Business Address   Employer
Cynthia H. Milligan
Director
  Dean Emeritus
College of Business Administration
University of Nebraska-Lincoln
2633 South 24th Street
Lincoln, Nebraska 68502
  Dean Emeritus
College of Business Administration
University of Nebraska-Lincoln
2633 South 24th Street
Lincoln, Nebraska 68502
 
       
Nicholas G. Moore
Director
  Retired Global Chairman
PricewaterhouseCoopers
Bechtel Group, Inc.
50 Beale Street, 3/D42
San Francisco, CA 94105
  Retired Global Chairman
PricewaterhouseCoopers
Bechtel Group, Inc.
50 Beale Street, 3/D42
San Francisco, CA 94105
 
       
Philip J. Quigley
Director
  Retired Chairman, President, CEO
Pacific Telesis Group
One Montgomery Street, Suite 3200
San Francisco, CA 94104
  Retired Chairman, President, CEO
Pacific Telesis Group
One Montgomery Street, Suite 3200
San Francisco, CA 94104
 
       
Donald B. Rice
Director
  Agensys, Inc.
2225 Colorado Avenue
Santa Monica, California 90404
  President, CEO
Agensys, Inc.
2225 Colorado Avenue
Santa Monica, California 90404
 
       
Judith M. Runstad
Director
  Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101-3299
  Of Counsel
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101-3299
 
       
Stephen W. Sanger
Director
  Retired Chairman
General Mills, Inc.
Optimus Holdings, Ltd.
294 Grove Lane East, Suite 280
Wayzata, MN 55391
  Retired Chairman
General Mills, Inc.
Optimus Holdings, Ltd.
294 Grove Lane East, Suite 280
Wayzata, MN 55391
 
       
Robert K. Steel
Director
  c/o Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
  Former President, CEO
Wachovia Corporation
c/o Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
John G. Stumpf
Chairman, President and Chief Executive Officer
  420 Montgomery Street
San Francisco, California 94163
  Chairman, President and CEO
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Susan G. Swenson
Director
  Sage Software North America
56 Technology Drive
Irvine, CA 92618
  President and CEO
Sage Software North America
56 Technology Drive
Irvine, CA 92618
 
       
Howard I. Atkins
Senior EVP, Chief Financial Officer
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Patricia R. Callahan
EVP, Office of Transition
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Page 12 of 13 Pages


 

         
        Present Principal Occupation or
        Employment, Name of Principal
        Employer, Business of Principal
        Employer, Address of Principal
Name, Title   Business Address   Employer
David M. Carroll
Senior EVP, Wealth, Brokerage & Retirement Services
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
David A. Hoyt
Senior EVP, Wholesale Banking
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Richard D. Levy
EVP, Controller
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Michael J. Loughlin
EVP and Chief Credit Officer
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Avid Modjtabai,
EVP, Technology & Operations
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Mark C. Oman
Senior EVP, Home and Consumer Finance
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Kevin A. Rhein
EVP, (Card Services and Consumer Lending)
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
James M. Strother
EVP, General Counsel, Law and Government Relations
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
 
       
Carrie L. Tolstedt
Senior EVP, Community Banking
  420 Montgomery Street
San Francisco, California 94163
  Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Page 13 of 13 Pages


 

Exhibit 99.1
JOINT FILING AGREEMENT
     JOINT FILING AGREEMENT, dated as of February 5, 2010, between Wachovia Investors, Inc. and Wells Fargo & Company (collectively, the “Joint Filers”).
     WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;
     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree as follows:
     1. The Amendment No. 5 to Schedule 13D with respect to the Common Stock, par value $0.01 per share, of COMSYS IT Partners, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.
     2. Each of the Joint Filers is eligible to use Schedule 13D for the filing of information therein.
     3. Each of the Joint Filers is responsible for the timely filing of Amendment No. 5 to Schedule 13D and any future amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided, that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
     4. This Joint Filing Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.
[Signatures on following page.]

 


 

     IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.
         
  WACHOVIA INVESTORS, INC.
 
 
  By:   /s/ Courtney R. McCarthy    
    Name:   Courtney R. McCarthy   
    Title:   Director   
 
  WELLS FARGO & COMPANY
 
 
  By:   /s/ Scott B. Perper    
    Name:   Scott B. Perper   
    Title:   Designated Signer   
 

 

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