-----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, FHIb2jc7K3JucbVbyIFask6Oy1CR2WHYhMNGc2S4/j9VaR/0UVULL43JzlzmFOZC yKjZoXIZopQ/YMDIERXV8g== 0000950123-02-009184.txt : 20020925 0000950123-02-009184.hdr.sgml : 20020925 20020925172633 ACCESSION NUMBER: 0000950123-02-009184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020925 GROUP MEMBERS: CITIBANK NA GROUP MEMBERS: CITICORP VENTURE CAPITAL LTD GROUP MEMBERS: CITIGROUP HOLDINGS COMPANY GROUP MEMBERS: CITIGROUP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACDERMID INC CENTRAL INDEX KEY: 0000061138 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 060435750 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08053 FILM NUMBER: 02772396 BUSINESS ADDRESS: STREET 1: 245 FREIGHT ST CITY: WATERBURY STATE: CT ZIP: 06702 BUSINESS PHONE: 2035755700 MAIL ADDRESS: STREET 1: 245 FREIGHT STREET CITY: WATERBURY STATE: CT ZIP: 06702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 SC 13D/A 1 y64186a3sc13dza.txt AMENDMENT #3 TO SCHEDULE 13D: MACDERMID/CITICORP OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response...14.9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 3)* MACDERMID, INCORPORATED (Name of Issuer) COMMON STOCK (Title of Class of Securities) 554273 10 2 (CUSIP Number) Joshua N. Korff, Esq. KIRKLAND & ELLIS 153 East 53rd Street New York, NY 10022 (212) 446-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 2002 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / CUSIP No. 5542773 10 2 13D Page 2 of 15 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITICORP VENTURE CAPITAL LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 2,784,952** PERSON WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 2,784,952** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,784,952** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* * SEE INSTRUCTIONS. ** Represents 2,784,952 shares directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"). CUSIP No. 5542773 10 2 13D Page 3 of 15 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIBANK, N.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION National Banking Association NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 2,784,952** WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 2,784,952** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,784,952** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* BK * SEE INSTRUCTIONS. ** Represents 2,784,952 shares directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"). CUSIP No. 5542773 10 2 13D Page 4 of 15 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITICORP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 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 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 3,786,245** WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 3,786,245** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,786,245** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON* HC * SEE INSTRUCTIONS. ** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 shares directly beneficially owned by a limited partnership, whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership. CUSIP No. 5542773 10 2 13D Page 5 of 15 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIGROUP HOLDINGS COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 3,786,245** WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 3,786,245** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,786,245** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON* HC * SEE INSTRUCTIONS. ** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 shares directly beneficially owned by by a limited partnership, whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership. CUSIP No. 5542773 10 2 13D Page 6 of 15 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIGROUP INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 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 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 3,831,485** WITH 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 3,831,485** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,145** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% 14 TYPE OF REPORTING PERSON* HC * SEE INSTRUCTIONS. ** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"), (ii) 1,001,293 shares directly beneficially owned by a limited partnership whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership, and (iii) 45,240 shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup Inc., for which shares CVC disclaims beneficial ownership. ITEM 1. SECURITIES AND ISSUER. This Amendment No. 3 ("Amendment) to the Schedule 13D dated December 29, 1999 as amended by Amendment No. 1 filed on March 5, 2002 and by Amendment No. 2 filed on July 12, 2002, relates to the common stock, no par value, (the "Common Stock") of MacDermid, Incorporated, a Connecticut corporation (the "Issuer"). This Amendment is being filed with the Securities and Exchange Commission pursuant to Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ITEM 4. PURPOSE OF TRANSACTION. (a),(b) From July 9, 2002 to September 19, 2002, Citicorp Venture Capital Ltd. ("CVC") disposed of 318,300 shares of Common Stock in open market transactions in the ordinary course of business pursuant to Rule 144 ("Rule 144"), as promulgated under the Securities Act of 1933, as amended. Such dispositions of Common Stock reported on Form 144 dated (1) June 7, 2002 and (2) July 5, 2002. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b) CVC directly beneficially owns 2,784,952 shares of Common Stock. The aggregate number of shares held by CVC represents approximately 8.6% of the outstanding shares of Common Stock. CVC has the shared power to vote and the shared power to dispose of the entire number of shares directly beneficially owned by CVC. Citibank, N.A. ("Citibank"), exclusively through its holding company structure, indirectly beneficially owns 2,784,952 shares of Common Stock. The aggregate number of shares held through the holding company structure by Citibank represents approximately 8.6% of the outstanding shares of Common Stock. Citibank has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC. Citicorp, exclusively through its holding company structure, indirectly beneficially owns 3,786,245 shares of Common Stock representing (1) 2,784,952 shares directly beneficially owned by CVC and (2) 1,001,293 shares directly beneficially owned by a limited partnership, whose general partner is a wholly-owned subsidiary of Citicorp (the "Partnership"). CVC disclaims beneficial ownership with respect to the 1,001,293 shares directly beneficially owned by the Partnership. Citicorp may be deemed to beneficially own the 1,001,293 shares held by the Partnership. The aggregate number of shares held through the holding company structure by Citicorp represents approximately 11.7% of the outstanding shares of Common Stock. Citicorp has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC and the limited partnership, respectively. Citigroup Holdings Company ("Citigroup Holdings"), exclusively through its holding company structure, indirectly beneficially owns 3,786,245 shares of Common Stock representing (1) 2,784,952 shares directly beneficially owned by CVC and (2) 1,001,293 shares directly beneficially owned by the Partnership. CVC disclaims beneficial ownership with respect to the 1,001,293 shares directly beneficially owned by the Partnership. Citigroup Holdings may be deemed to beneficially own the 1,001,293 shares held by the Partnership because Citicorp is a wholly-owned subsidiary of Citigroup Holdings. The aggregate number of shares held through the holding company structure by Citigroup Holdings represents approximately 11.7% of the outstanding shares of Common Stock. Citigroup Holdings has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC and the Partnership, respectively. 7 of 15 Pages Citigroup Inc. ("Citigroup") exclusively through its holding company structure, indirectly beneficially owns 3,831,485 shares of Common Stock representing (1) 2,784,952 shares directly beneficially owned by CVC, (2) 1,001,293 shares directly beneficially owned by the Partnership and (3) 45,240 shares directly beneficially owned by other subsidiaries of Citigroup. CVC disclaims beneficial ownership with respect to the 1,001,293 shares directly beneficially owned by the Partnership. Citigroup may be deemed to beneficially own the 1,001,293 shares held by the Partnership and the 45,240 shares held by its direct and indirect subsidiaries. The aggregate number of shares held through Citigroup's holding company structure represents approximately 11.8% of the outstanding shares of Common Stock. Citigroup has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC, the Partnership, and the other subsidiaries of Citigroup, respectively. (c) From July 9, 2002 to September 19, 2002, CVC disposed of 318,300 shares of Common Stock in open market transactions in the ordinary course of business under Rule 144, as promulgated under the Securities Act of 1933, as amended. Such dispositions of Common Stock were reported on Forms 144 dated (1) June 7, 2002 for the sale of 321,213 shares of Common Stock and (2) July 5, 2002 for the sale of 340,000 shares of Common Stock. The dates, share amounts, and prices for such dispositions since July 9, 2002 are as follows:
Average Shares Price per Date Sold Share ---- ---- ----- 7/09/2002 8,100 21.08 7/30/2002 1,600 20.12 7/31/2002 26,200 20.22 8/01/2002 14,900 20.14 8/02/2002 5,000 20.23 8/06/2002 11,600 20.05 8/08/2002 4,000 20.00 8/09/2002 4,500 20.04 8/12/2002 2,200 20.06 8/13/2002 4,000 20.02 8/14/2002 16,000 20.12 8/15/2002 11,100 20.12 8/16/2002 2,000 20.05 8/19/2002 42,100 20.12 8/20/2002 12,700 20.15 8/21/2002 20,700 20.15 8/22/2002 22,300 20.13 8/26/2002 5,000 20.06 8/27/2002 8,000 20.06 9/13/2002 23,300 20.69 9/16/2002 8,900 20.47 9/17/2002 24,700 20.39 9/18/2002 33,000 20.06 9/19/2002 6,400 20.00
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated as of September 25, 2002 by and among CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup. 8 of 15 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 25, 2002 CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra -------------------------------- Name: Anthony P. Mirra Its: Vice President & Assistant Secretary CITIBANK, N.A. By: /s/ Joseph B. Wollard -------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITICORP By: /s/ Joseph B. Wollard -------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Joseph B. Wollard -------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP INC. By: /s/ Joseph B. Wollard -------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary 9 of 15 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF CITICORP VENTURE CAPITAL LTD.
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----------------------------------- William T. Comfort Director and Senior Vice President Director Ann M. Goodbody Director Director David F. Thomas Director and Vice President Executive Officer Michael T. Bradley Vice President Executive Officer Lauren M. Connelly Vice President and Secretary Executive Officer Charles E. Corpening Vice President Executive Officer Michael A. Delaney Vice President and Managing Director Executive Officer Michael S. Gollner Vice President Executive Officer Ian D. Highet Vice President Executive Officer David Y. Howe Vice President Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer Byron L. Knief Vice President Executive Officer Richard E. Mayberry Vice President Executive Officer Thomas F. McWilliams Vice President Executive Officer
10 of 15 Pages
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----------------------------------- Anthony P. Mirra Vice President & Assistant Secretary Executive Officer Paul C. Schorr Vice President and Managing Director Executive Officer Joseph M. Silvestri Vice President Executive Officer James A. Urry Vice President Executive Officer John D. Weber Vice President Executive Officer
11 of 15 Pages SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC.
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----------------------------------- C. Michael Armstrong Chairman & Chief Executive Officer Director AT&T Corporation Alain J. P. Belda President & Chief Executive Officer Director Alcoa Inc. Brazil George Davis Chairman & Chief Executive Officer Director United Technologies Corporation Kenneth T. Derr Chairman, Retired Director Chevron Corporation John M. Deutch Institute Professor Director Massachusetts Institute of Technology The Honorable Gerald R. Ford Former President of the United States Honorary Director Alfredo Harp-Helu Chairman Director Grupo Financiero Banamex Mexico Ann Dibble Jordan Consultant Director Reuben Mark Chairman and Chief Executive Officer Director Colgate-Palmolive Company Michael T. Masin Vice Chairman and President Director Verizon Communications, Inc. Dudley C. Mecum Managing Director Director Capricorn Holdings Richard D. Parsons President Director AOL - Time Warner Inc. Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. Roberto Hernandez Ramirez Chairman, Banco Nacional Director de Mexico Mexico Robert E. Rubin Member of the Office of the Chairman Director and Citigroup Inc. Executive Officer
12 of 15 Pages
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----------------------------------- Franklin A. Thomas Former President Director The Ford Foundation Sanford I. Weill Chairman and Chief Executive Officer Director and Citigroup Inc. Executive Officer Arthur Zankel Managing Partner Director Zankel Capital Advisors, LLC Winfred F. W. Bischoff Chairman Executive Officer Citigroup Europe United Kingdom and Germany Michael A. Carpenter Chief Executive Officer Executive Officer Corporate and Investment Bank Citigroup Inc. Stanley Fischer Vice Chairman Executive Officer Citigroup Inc. Joan Guggenheimer Co-General Counsel Executive Officer Citigroup Inc. William P. Hannon Controller & Chief Accounting Officer Executive Officer Citigroup Inc. Thomas Wade Jones Chairman & Chief Executive Officer Executive Officer Global Investment Management and Private Banking Group Deryck C. Maughan Vice Chairman Executive Officer Citigroup Inc. United Kingdom Victor J. Menezes Chairman and Chief Executive Officer Executive Officer Citibank, N.A. Stephanie B. Mudick Co-General Counsel Executive Officer Citigroup Inc. Charles O. Prince, III Chief Operating Officer & Corporate Secretary Executive Officer Citigroup Inc. William R. Rhodes Senior Vice President Executive Officer Citigroup Inc.
13 of 15 pages
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----------------------------------- Todd S. Thomson Executive Vice President, Finance & Investment and Executive Officer Chief Financial Officer Citigroup Inc. Robert B. Willumstad President Executive Officer Citigroup Inc.
14 of 15 Pages EXHIBIT INDEX 1. Joint Filing Agreement, dated as of September 25, 2002 by and among CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup. 15 of 15 Pages EX-99.1 3 y64186a3exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that this Amendment No. 3 to Schedule 13D on or about this date with respect to the beneficial ownership by the undersigned of MacDermid, Incorporated is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: September 25, 2002 CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra --------------------------------- Name: Anthony P. Mirra Its: Vice President & Assistant Secretary CITIBANK, N.A. By: /s/ Joseph B. Wollard --------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITICORP By: /s/ Joseph B. Wollard --------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Joseph B. Wollard --------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP INC. By: /s/ Joseph B. Wollard --------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary 1 of 1 Pages -----END PRIVACY-ENHANCED MESSAGE-----