-----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, R1/EiYqn9KQOjSqwS/2YbZYL8fcMqY69XVrXqA0ZmhdubrvYoA+l61sQhHawlcHJ veYBLHOqoZOj4E9NJ01I0g== 0000950135-04-003958.txt : 20040812 0000950135-04-003958.hdr.sgml : 20040812 20040812132052 ACCESSION NUMBER: 0000950135-04-003958 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040812 GROUP MEMBERS: MELLON HBV ALTERNATIVE STRATEGIES HOLDINGS LLC GROUP MEMBERS: MELLON HBV ALTERNATIVE STRATEGIES LLC GROUP MEMBERS: MELLON HBV COMPANY, LTD. GROUP MEMBERS: MELLON HBV MASTER MULTI-STRATEGY FUND L.P. GROUP MEMBERS: MELLON HBV MASTER REDISCOVERED OPPORTUNITIES FUND L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON FINANCIAL CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON BANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEITEL INC CENTRAL INDEX KEY: 0000750813 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760025431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37899 FILM NUMBER: 04969586 BUSINESS ADDRESS: STREET 1: 10811 S. WESTVIEW CIRCLE STREET 2: BUILDING C, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 BUSINESS PHONE: 7138818900 MAIL ADDRESS: STREET 1: 10811 S. WESTVIEW CIRCLE STREET 2: BUILDING C, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: SEISMIC ENTERPRISES INC DATE OF NAME CHANGE: 19870814 SC 13D/A 1 b51492mfsc13dza.txt MELLON FINANCIAL CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) SEITEL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 816074405 (CUSIP Number) CARL KRASIK MELLON FINANCIAL CORPORATION ONE MELLON CENTER PITTSBURGH, PENNSYLVANIA TELEPHONE: 412-234-5222 (Name, address and telephone number of person authorized to receive notices and communications) August 12, 2004 (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(e), 13d-1(f) or 13d-1(g), check the following box [X]. 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. CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon Financial Corporation, I.R.S. No. 25-1233834 ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (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 Pennsylvania ================================================================================ NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 34,873,852 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 34,873,852 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 34,873,852 ================================================================================ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ================================================================================ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% ================================================================================ (14) TYPE OF REPORTING PERSON HC, CO ================================================================================ Page 2 of 16 CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Alternative Strategies Holdings LLC, I.R.S. No. 45-1542297 ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (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 Delaware ================================================================================ NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 34,873,852 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 34,873,852 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 34,873,852 ================================================================================ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ================================================================================ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% ================================================================================ (14) TYPE OF REPORTING PERSON HC, OO ================================================================================ Page 3 of 16 CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Alternative Strategies LLC, I.R.S. No. 13-4050836 ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (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 Delaware ================================================================================ NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 34,873,852 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 34,873,852 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 34,873,852 ================================================================================ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ================================================================================ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% ================================================================================ (14) TYPE OF REPORTING PERSON IA, OO ================================================================================ Page 4 of 16 CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Company, Ltd., (No I.R.S. No. - Cayman Company) ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (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 Cayman Islands ================================================================================ NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 28,923,628 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 28,923,628 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 28,923,628 ================================================================================ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ================================================================================ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% ================================================================================ (14) TYPE OF REPORTING PERSON CO ================================================================================ Page 5 of 16 CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Master Multi-Strategy Fund L.P., I.R.S. No. 75-2995342 ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] ================================================================================ (3) SEC USE ONLY ================================================================================ (4) SOURCE OF FUNDS PF ================================================================================ (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 SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 17,065,545 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 17,065,545 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 17,065,545 ================================================================================ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ================================================================================ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% ================================================================================ (14) TYPE OF REPORTING PERSON PN ================================================================================ Page 6 of 16 CUSIP No. 816074405 ================================================================================ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Master Rediscovered Opportunities Fund L.P., I.R.S. No. 98-0366054 ================================================================================ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] ================================================================================ (3) SEC USE ONLY ================================================================================ (4) SOURCE OF FUNDS PF ================================================================================ (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 SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH (7) SOLE VOTING POWER 9,929,786 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 9,929,786 (10) SHARED DISPOSITIVE POWER -0- ================================================================================ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 9,929,786 ================================================================================ (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 PN ================================================================================ Page 7 of 16 INTRODUCTORY STATEMENT This Statement is a joint filing which constitutes Amendment No. 1 to the initial statement on Schedule 13D filing (the "Initial Statement") of Mellon Financial Corporation, Mellon HBV Alternative Strategies Holdings LLC, Mellon HBV Alternative Strategies LLC, Mellon HBV Company, Ltd. and Mellon HBV Master Multi-Strategy Fund L.P., in each case with respect to the Common Stock of Seitel, Inc. (the "Company"). It also constitutes the initial statement on Schedule 13D for Mellon HBV Master Rediscovered Opportunities Fund L.P. Capitalized terms used in this Statement without being defined herein have the meanings given to them in the Initial Statement. ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this Statement relates is the common stock of Seitel, Inc. (the "Common Stock"). The principal executive offices of the Company are located at 50 Briar Hollow Lane, West Building, 7th Floor, Houston, Texas 77027. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is being filed by the following entities: (i) Mellon Financial Corporation ("MFC") (ii) Mellon HBV Alternative Strategies Holdings LLC ("Holdings") (iii) Mellon HBV Alternative Strategies LLC (the "Adviser") (iv) Mellon HBV Company, Ltd. ("Limited") (v) Mellon HBV Master Multi-Strategy Fund L.P. (the "Multi-Strategy Fund") (vi) Mellon HBV Master Rediscovered Opportunities Fund L.P. (the "Opportunities Fund" and, together with the Multi-Strategy Fund, the "Funds") Holdings is a wholly owned direct subsidiary of MFC. The Adviser is a wholly owned indirect subsidiary of MFC, a wholly owned direct subsidiary of Holdings and a registered investment adviser under the Investment Advisers Act of 1940. Limited is a wholly owned indirect subsidiary of MFC and a wholly owned direct subsidiary of the Adviser. Each Fund is a limited partnership which is exempt from registration as an investment company under the Investment Company Act of 1940. Limited is the general partner of each Fund and of certain and other funds or accounts which do not individually beneficially own more than 5% of the outstanding Common Stock. Voting and dispositive power over the securities reported herein as beneficially owned is exercised by the Adviser as investment adviser to the Funds and other funds or accounts which do not individually beneficially own more than 5% of the outstanding Common Stock. Page 8 of 16 (b) Each of the entities listed in (a)(i) through (a)(vi) above is hereinafter referred to individually as a "Reporting Entity." The business address of the Reporting Entities is: c/o Mellon Financial Corporation One Mellon Center Pittsburgh, Pennsylvania 15258 (d) During the last five years, none of the Reporting Entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Entities has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) MFC is organized under the laws of Pennsylvania. Holdings, the Adviser and the Funds are organized under the laws of Delaware. Limited is organized under the laws of the Cayman Islands. Information with respect to the executive officers and directors of the Reporting Entities is attached as Annex A and Annex B to this Schedule 13D. To the best knowledge of the person signing this Schedule 13D, during the past five years none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of shares listed herein as beneficially owned by a Fund were or will be provided from the assets of that Fund. Funds for the purchase of other shares reported as beneficially owned by the Reporting Entities were or will be provided from the assets of other funds or accounts for which the Adviser acts as investment adviser (together with the Funds, the "Mellon Entities"). ITEM 4. PURPOSE OF TRANSACTION. The information in Item 4 of the Initial Statement is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information on lines 7 to 11 and 13 of the cover page for each Reporting Entity is incorporated herein by reference. On August 2, 2004, the Mellon Entities purchased 11,606,306 shares of Common Stock at a price of $.60 per share upon exercise of the Purchase Warrants issued to the Mellon Entities Page 9 of 16 on July 2, 2004. Of such shares, 8,699,966 were purchased by the Master-Strategy Fund, 908,413 were purchased by the Opportunities Fund and 1,997,927 were purchased by other funds or accounts for which the Adviser acts as investment adviser. On August 12, 2004, the Mellon Entities purchased 5,873,846 shares of Common Stock at a price of $.60 per share pursuant to the Standby Purchase Agreement. Of such shares, 1,856,919 were purchased by the Master-Strategy Fund, 2,476,021 were purchased by the Opportunities Fund and 1,540,906 were purchased by other funds or accounts for which the Adviser acts as investment adviser. Pursuant to the Standby Purchase Agreement, on August 12, 2004 the Company issued to the Mellon Entities the Standby Warrants, which are exercisable for up to 15,037,568 shares of Common Stock at a price of $.72 per share (subject to adjustment upon the occurrence of certain events) through July 2, 2011. Standby Warrants for 4,742,528 shares are held by the Master-Strategy Fund, Standby Warrants for 6,360,940 shares are held by the Opportunities Fund and the remaining Standby Warrants for 3,934,100 shares are held by other funds or accounts for which the Adviser acts as investment adviser. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Under the Standby Purchase Agreement, the Mellon Entities are entitled to certain registration rights with respect to the Seitel Common Stock and Standby Warrants. On July 2, 2004, Seitel entered into a registration rights agreement (the "RRA") with Mellon granting Mellon Entities two demand registration rights and unlimited piggy-back registration rights to enable them to resell all of the Common Stock and Standby Warrants issued to them. A copy of the RRA is incorporated herein by reference as Exhibit 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Title - ----------- ----- 1. Standby Funding Commitment Letter Agreement 2. Registration Rights Agreement
Page 10 of 16 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. Pursuant to the authorizations contained in the Initial Statement or filed herewith, this filing is signed by Mellon Financial Corporation on behalf of all Reporting Entities. Dated: August 12, 2004 MELLON FINANCIAL CORPORATION By: /s/ Carl Krasik -------------------------------- Name: Carl Krasik Title: Associate General Counsel and Secretary Page 11 of 16 The undersigned hereby authorizes Mellon Financial Corporation, in accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), to file on its behalf any statement on Schedule 13D required to be signed by the undersigned pursuant to Rule 13d-1 under the 1934 Act and any amendment thereto pursuant to Rule 13d-2 under the 1934 Act. The undersigned represents that it is individually eligible to use Schedule 13D, and acknowledges its responsibility for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein. However, the undersigned is not responsible for the completeness or accuracy of the information concerning the other entities making the filing on Schedule 13D unless it knows or has reason to believe that such information is inaccurate. Date: August 12, 2004 MELLON HBV MASTER REDISCOVERED OPPORTUNITIES FUND, L.P., by Mellon HBV Alternative Strategies, LLC, Investment Adviser /s/ Carl Krasik - ----------------------------- Name: Carl Krasik Title Attorney-in-Fact Page 12 of 16 Annex A Executive Officers and Directors of Mellon HBV Alternative Strategies Holdings LLC Mellon HBV Alternative Strategies LLC and Mellon HBV Company, Ltd. (the "Mellon HBV Entities")
TITLE WITH EACH NAME AND BUSINESS ADDRESS MELLON HBV ENTITY PRINCIPAL OCCUPATION William F. Harley, III Manager/Director; President Same c/o Mellon HBV Alternative Strategies LLC 200 Park Avenue, Suite 300 New York, NY 10166-3399 Edward A. Schinik Manager/Director; Secretary, Same c/o Mellon HBV Alternative Strategies LLC Treasurer 200 Park Avenue, Suite 300 New York, NY 10166-3399 John J. Nagorniak Manager/Director Consultant, Foxstone Financial, c/o Mellon HBV Alternative Strategies LLC Inc., Walpole, MA 200 Park Avenue, Suite 300 (consulting firm) New York, NY 10166-3399 Patrick Sheppard Manager/Director Senior Vice President and Chief c/o Mellon HBV Alternative Strategies LLC Operating Officer, Mellon 200 Park Avenue, Suite 300 Institutional Asset Management, New York, NY 10166-3399 Boston, MA (investment management)
Each of the above individuals is a citizen of the United States. Page 13 of 16 Annex B Executive Officers and Directors of Mellon Financial Corporation
DIRECTOR PRINCIPAL OCCUPATION - -------- -------------------- Ruth E. Bruch Senior Vice President and Chief Information Officer, Lucent Technologies, Inc., Murray Hill, NJ (communications networking solutions) Paul L. Cejas Chief Executive Officer, PLC Investments Inc., Miami Beach, FL (investment management) Jared L. Cohon President, Carnegie Mellon University, Pittsburgh, PA (private coeducational research university) Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A., Pittsburgh, PA Ira J. Gumberg President and Chief Executive Officer, J.J. Gumberg Co., Pittsburgh, PA (real estate development and acquisition) Edmund F. Kelly Chairman, Liberty Mutual Group, Boston, MA (insurance) Edward J. McAniff Of Counsel, O'Melveny & Myers, Los Angeles, CA (full-service law firm) Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation; Chairman, President and Chief Executive Officer, Mellon Bank, N.A., Pittsburgh, PA Robert Mehrabian Chairman, President and Chief Executive Officer, Teledyne Technologies, Incorporated, Los Angeles, CA (advanced industrial technologies) Seward Prosser Mellon President and Chief Executive Officer, Richard K. Mellon and Sons (investments) and Richard King Mellon Foundation (Philanthropy), Ligonier, PA Mark A. Nordenberg Chancellor, University of Pittsburgh, Pittsburgh, PA (major public research university) James F. Orr III Chairman, The Rockefeller Foundation, New York, NY (philanthropy)
Page 14 of 16 David S. Shapira Chairman and Chief Executive Officer, Giant Eagle, Inc., Pittsburgh, PA (retail grocery store chain) William E. Strickland, Jr. President and Chief Executive Officer, Manchester Bidwell Corporation, Pittsburgh, PA (education of inner-city youth and economically disadvantaged individuals) John P. Surma President and Chief Operating Officer, United States Steel Corporation, Pittsburgh, PA (steel manufacturing) Wesley W. von Schack Chairman, President and Chief Executive Officer, Energy East Corporation, Binghamton, NY (energy services company)
Executive Officers of Mellon Financial Corporation:
NAME PRINCIPAL OCCUPATION - ---- -------------------- Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation; Chairman, President and Chief Executive Officer, Mellon Bank, N.A. Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. James D. Aramanda Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Stephen E. Canter Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. David F. Lamere Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Ronald P. O'Hanley Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. James P. Palermo Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Allan P. Woods Vice Chairman and Chief Information Officer, Mellon Financial Corporation and Mellon Bank, N.A. John T. Chesko Vice Chairman and Chief Compliance Officer, Mellon Financial Corporation and Mellon Bank, N.A.
Page 15 of 16 Michael A. Bryson Chief Financial Officer, Mellon Financial Corporation; EVP and Chief Financial Officer, Mellon Bank, N.A. Timothy P. Robison Chief Risk Officer, Mellon Financial Corporation; Executive Vice President and Chief Risk Officer, Mellon Bank, N.A. Leo Y. Au Treasurer, Mellon Financial Corporation; Senior Vice President, Manager, Corporate Treasury Group, Mellon Bank, N.A. Michael K. Hughey Senior Vice President and Controller, Mellon Financial Corporation; Senior Vice President, Director of Taxes and Controller, Mellon Bank, N.A.
Each of the individuals listed above is a citizen of the United States of America. The business address of each individual listed above is: c/o Mellon Financial Corporation 4826 One Mellon Center Pittsburgh, PA 15258 Page 16 of 16 -----END PRIVACY-ENHANCED MESSAGE-----