-----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, LaGawyG5doh5R0jWiXmkgQFl8TmzsBy2HJBh0ZmHC1NvlSNBHAPgeMWq/jTJuKVh sYI11eC3Ud29HSH/KvaIgw== 0000950172-99-001287.txt : 19990927 0000950172-99-001287.hdr.sgml : 19990927 ACCESSION NUMBER: 0000950172-99-001287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990924 GROUP MEMBERS: FP ADVISORS, L.L.C GROUP MEMBERS: FREMONT GROUP, L.L.C GROUP MEMBERS: FREMONT INVESTORS I CS, L.L.C. GROUP MEMBERS: FREMONT INVESTORS I, LLC GROUP MEMBERS: FREMONT INVESTORS, INC. GROUP MEMBERS: FREMONT PARTNERS LP GROUP MEMBERS: FREMONT PARTNERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNO LIGHTING INC CENTRAL INDEX KEY: 0000723888 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 362852993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35144 FILM NUMBER: 99716151 BUSINESS ADDRESS: STREET 1: 1300 S WOLF ROAD STREET 2: PO BOX 5065 CITY: DES PLAINES STATE: IL ZIP: 60017-5065 BUSINESS PHONE: 8478279880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FREMONT PARTNERS LP CENTRAL INDEX KEY: 0001010106 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943237876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 FREMONT STREET STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152848500 MAIL ADDRESS: STREET 1: 50 FREMONT ST STREET 2: STE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) ---------------- JUNO LIGHTING, INC. (NAME OF ISSUER) ---------------- COMMON STOCK, $.001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) ---------------- 482047 20 6 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- KEVIN BAKER, ESQ. VICE-PRESIDENT AND SECRETARY FREMONT INVESTORS I, L.L.C. FREMONT INVESTORS I CS, L.L.C. 50 FREMONT STREET; SUITE 3700 SAN FRANCISCO, CALIFORNIA 94105 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPY TO: KENTON J. KING, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP FOUR EMBARCADERO CENTER, SUITE 3800 SAN FRANCISCO, CALIFORNIA 94111 (415) 984-6400 SEPTEMBER 15, 1999 (DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D) 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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS I, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS O0 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,086,178 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 4,086,178 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,086,178 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 64.8% 14 TYPE OF REPORTING PERSON OO CUSIP No. 482047 20 6 - -------------------------------------- 1 NAMES OF REPORTING PERSONS: FREMONT PARTNERS, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,484,544 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 4,484,544 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,484,544 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 71.2% 14 TYPE OF REPORTING PERSON PN CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FP ADVISORS, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,484,544 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 4,484,544 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,484,544 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 71.2% 14 TYPE OF REPORTING PERSON OO CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FREMONT GROUP, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,486,021 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 4,486,021 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,486,021 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 71.2% 14 TYPE OF REPORTING PERSON OO CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF NEVADA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,486,021 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 4,486,021 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,486,021 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 71.2% 14 TYPE OF REPORTING PERSON CO CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS I CS, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 398,366 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 398,366 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 398,366 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.3% 14 TYPE OF REPORTING PERSON OO CUSIP No. 482047 20 6 - ------------------------------------------ 1 NAMES OF REPORTING PERSONS: FREMONT PARTNERS, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,477 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 1,477 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,477 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 .02% 14 TYPE OF REPORTING PERSON OO The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. Item 1. Security and Issuer. This amendment (this "Statement" or the "Amendment") amends and restates the statement on Schedule 13D filed by Fremont Investors I, L.L.C., Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. (the "Original Reporting Persons") on July 12, 1999, as amended September 13, 1999 to reflect the purchase of 380 shares of Series A Convertible Preferred Stock (the "Preferred Stock") by Fremont Partners, L.L.C., relating to the Common Stock, (the "Stock" or the "Shares"), of Juno Lighting, Inc., a Delaware corporation (the "Company"). This Amendment adds Fremont Investors I CS, L.L.C. as a reporting person (together with the Original Reporting Persons and Fremont Partners, L.L.C., the "Reporting Persons"). The address of the Company's principal executive offices is 1300 South Wolf Road, Des Plaines, Illinois 60017. Item 3. Source and Amount of Funds or Other Consideration. On September 15, 1999, Fremont Investors I CS, L.L.C. purchased 398,366 shares of Common Stock in a brokered transaction. The aggregate purchase price of $4,421,863, plus $39,837 in broker commissions. These funds were provided from capital of Fremont Investors I CS, L.L.C., which was contributed from Fremont Partners, L.P. and affiliated partnerships. Fremont Partners and such affiliated partnerships obtained such funds through capital contributions from their respective partners. Item 5. Interest in Securities of the Issuer. (a) As of September 15, 1999, Fremont Investors I, L.L.C. owned 1,051,590 shares of Preferred Stock, which are convertible into 4,086,178 shares of Common Stock. As of September 15, 1999, the Preferred Stock owned by Fremont Investors I, L.L.C. represented 64.8% of the total voting power of the Company. As of September 15, 1999, Fremont Partners, L.P. and FP Advisors, L.L.C. may be deemed to beneficially own (i) the 1,051,590 shares of Preferred Stock owned by Fremont Investors I, L.L.C. and (ii) the 398,366 shares of Common Stock owned by Fremont Investors I CS, L.L.C. Such shares are convertible into and/or represent a total of 4,484,544 shares of Common Stock. As of September 15, 1999, such shares represented 71.2% of the total voting power of the Company. As of September 15, 1999, Fremont Group, L.L.C. and Fremont Investors, Inc. may be deemed to beneficially own (i) the 1,051,590 shares of Preferred Stock owned by Fremont Investors I, L.L.C., (ii) the 398,366 shares of Common Stock owned by Fremont Investors I CS, L.L.C. and (iii) and the 380 shares of Preferred Stock owned by Fremont Partners, L.L.C. Such shares are convertible into and/or represent a total of 4,486,021 shares of Common Stock. As of September 15, 1999, such shares represented 71.2% of the total voting power of the Company. Upon conversion of the Preferred Stock into Common Stock, the voting power represented by the Common Stock would be equivalent to that of the Preferred Stock immediately prior to conversion. Pursuant to the terms of the Certificate of Incorporation of the Company, and as set forth in more detail therein, for the first five years after the issuance of the Preferred Stock, the number of shares of Common Stock into which the Preferred Stock is convertible will increase as a result of dividends payable by an increase in the Stated Amount. This will result in an increase in the voting power represented by the underlying Common Stock. After the first five years, dividends on the Preferred Stock may be paid in cash. Each of (i) Fremont Partners, L.P., as the managing member of Fremont Investors I, L.L.C., (ii) FP Advisors, L.L.C., as the general partner of Fremont Partners, L.P., (iii) Fremont Group, L.L.C., as the managing member of FP Advisors, L.L.C., and (iv) Fremont Investors, Inc., as the manager of Fremont Group, L.L.C., may be deemed to beneficially own the Preferred Stock, and the shares of Common Stock underlying such Preferred Stock, owned directly by Fremont Investors I, L.L.C. Each of (i) Fremont Partners, L.P., as the managing member of Fremont Investors I CS L.L.C., (ii) FP Advisors, L.L.C., as the general partner of Fremont Partners, L.P., (iii) Fremont Group, L.L.C., as the managing member of FP Advisors, L.L.C., and (iv) Fremont Investors, Inc., as the manager of Fremont Group, L.L.C., may be deemed to beneficially own the 398,366 shares of Common Stock owned directly by Fremont Investors I CS, L.L.C. Fremont Group, L.L.C., as the managing member of Fremont Partners, L.L.C., and Fremont Investors, Inc., as the manager of Fremont Group, L.L.C., may be deemed to beneficially own the 380 shares of Preferred Stock owned directly by Fremont Partners, L.L.C. (b) Fremont Investors I, L.L.C. currently exercises the power to vote or direct the disposition of 1,051,590 shares of Preferred Stock, and the underlying Common Stock. Each of Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. currently exercises shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 1,051,590 shares of Preferred Stock owned by Fremont Investors I, L.L.C., and the underlying Common Stock. In addition, each of Fremont Partners, L.P. FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. currently exercises shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 398,366 shares of Common Stock owned by Fremont Investors I CS, L.L.C. And, Fremont Group, L.L.C. and Fremont Investors, Inc. also currently exercise shared power to vote or direct the vote and shared power to dispose or to direct the disposition of an additional 380 shares of the Preferred Stock (for a total of 1,051,970 shares of Preferred Stock) owned by Fremont Partners, L.L.C., and the underlying Common Stock. Each of the Reporting Persons, as part of a "group" pursuant to Rule 13d-5(b)(1), may be deemed to beneficially own 4,486,021 shares of Common Stock on a fully diluted, as-converted basis, or 71.2% of the total voting power of the Company. (c) On September 15, 1999, Fremont Investors I CS, L.L.C. purchased 398,366 shares of Common Stock in a brokered transaction. Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. may each be deemed to beneficially own such shares. The Common Stock was purchased for $11.10 per share, plus a $.10 per share commission paid to the broker. On August 31, 1999, a dividend was paid on the Preferred Stock in the form of a 2% increase in the Stated Amount. After such increase in the Stated Amount, the shares of Preferred Stock owned by Fremont Investors I, L.L.C. are convertible into 4,086,178 shares of Common Stock. This represents an increase of 78,483 shares in the number of shares of Common Stock into which such Preferred Stock is convertible. On August 2, 1999, Fremont Investors I, L.L.C. sold 380 of shares of the Preferred Stock to Fremont Partners, L.L.C. Fremont Group, L.L.C. is the managing member of Fremont Partners, L.L.C. and Fremont Investors, Inc. is the manager of Fremont Group, L.L.C. Therefore these entities may be deemed to beneficially own such shares. After the dividend of August 31, 1999, and the resulting increase in the Stated Amount, these shares of Preferred Stock are convertible into 1,477 shares of Common Stock, an increase of 30 shares. The total number of shares of Preferred Stock which may be deemed to be beneficially owned by Fremont Group, L.L.C. and Fremont Investors, Inc. as a result of the direct ownership by Fremont Partners, L.L.C. and Fremont Investors I, L.L.C. is 1,051,970, which is convertible into 4,087,655 shares of Common Stock. On August 2, 1999, Fremont Investors I, L.L.C. sold 50 shares of the Preferred Stock to an additional member of management of the Company on substantially the same terms as the sales to members of management that occurred on June 30, 1999 in connection with the consummation of the recapitalization and merger of the Company. As of August 2, 1999, these shares were convertible into 190 shares of Common Stock. Except as reported in this Item 5, none of the Reporting Persons has effected any transactions in the Preferred Stock or Common Stock during the past 60 days. (d) - (e) Inapplicable. Item 7 Material to Be Filed as Exhibits. The following documents are being filed as exhibits to this Statement and are each incorporated by reference herein. (1) Joint Filing Agreement, dated as of September 22, 1999, by and between Fremont Investors I, L.L.C., Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C., Fremont Investors, Inc., Fremont Investors I CS, L.L.C. and Fremont Partners, L.L.C. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 23, 1999 FREMONT INVESTORS I, L.L.C. FREMONT INVESTORS I CS, L.L.C. FREMONT PARTNERS, L.P. FP ADVISORS, L.L.C., FREMONT GROUP, L.L.C., FREMONT INVESTORS, INC., FREMONT PARTNERS, L.L.C. By: /s/ Robert Jaunich II ___________________________ Name: Robert Jaunich II Executive Officer or Executive Officerof a partner, member or manager of each Reporting Person EXHIBIT INDEX Exhibit Number Exhibit (1) Joint Filing Agreement, dated as of September 22, 1999, by and among Fremont Investors I, L.L.C., Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C., Fremont Investors, Inc., Fremont Investors I CS, L.L.C. and Fremont Partners, L.L.C. JOINT FILING AGREEMENT This will confirm the agreement by and between the undersigned that the Amendment No. 2 to the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to Common Shares of Juno Lighting, Inc., a Delaware corporation, is being filed on behalf of the entities listed below. Each of the entities listed hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, and that 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. Dated: September 22, 1999 FREMONT INVESTORS I, L.L.C. FREMONT INVESTORS I CS, L.L.C. FREMONT PARTNERS, L.P. FP ADVISORS, L.L.C., FREMONT GROUP, L.L.C., FREMONT INVESTORS, INC., FREMONT PARTNERS, L.L.C. By: /s/ Robert Jaunich II ____________________________ Name: Robert Jaunich II Executive Officer or Executive Officer of a partner,member or manager of each Reporting Person -----END PRIVACY-ENHANCED MESSAGE-----