-----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, DFm/t0nywT3vTI1G0fAfa97MnVP+BHLg1fPUCFB5YzeEA+kGxNUTf0uKhjG9Vx/d C7AGk7QLc79yLBbcrlCTFA== 0000950123-98-007057.txt : 19980804 0000950123-98-007057.hdr.sgml : 19980804 ACCESSION NUMBER: 0000950123-98-007057 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980803 SROS: NONE GROUP MEMBERS: UBS AG GROUP MEMBERS: UBS CAPITAL HOLDINGS LLC GROUP MEMBERS: UBS CAPITAL II INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORPHAN MEDICAL INC CENTRAL INDEX KEY: 0000929548 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411784594 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45345 FILM NUMBER: 98676168 BUSINESS ADDRESS: STREET 1: 13911 RIDGEDALE DR STE 475 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6125411868 MAIL ADDRESS: STREET 1: 13911 RIGEDALE DR STREET 2: STE 475 CITY: MINNETONKA STATE: MN ZIP: 55305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS CAPITAL II INC CENTRAL INDEX KEY: 0001066156 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133699851 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 2128214329 MAIL ADDRESS: STREET 1: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ____ )* ORPHAN MEDICAL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 687303 10 7 (FOR COMMON STOCK ISSUED UPON CONVERSION) (CUSIP Number) MICHAEL GREENE PARTNER UBS CAPITAL II LLC 299 PARK AVENUE NEW YORK, NEW YORK 10171 (212) 821-6380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: NANCY E. FUCHS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 JULY 23, 1998 (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 [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Section 13d-7(b) for other parties to whom copies are to be sent. Page 1 of 21 pages. 2 *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). Page 2 of 21 pages. 3 SCHEDULE 13D CUSIP NO. 687303 10 7 (FOR PAGE 3 OF 21 PAGES COMMON STOCK ISSUED UPON CONVERSION) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS Capital II LLC 13-3699851 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 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 UBS Capital II LLC owns 7,500 shares of Senior BENEFICIALLY Convertible Preferred Stock (convertible into OWNED BY approximately 882,353* shares of Common Stock). EACH REPORTING ------------------------------------------------------------ PERSON 8 SHARED VOTING POWER WITH -0- ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred Stock (convertible into approximately 882,353* shares of Common Stock). ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred Stock (convertible into approximately 882,353* shares of Common Stock) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into approximately 529,412* shares of Common Stock). - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)/ / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of issued and outstanding Senior Convertible Preferred Stock (convertible into 11.5% of Common Stock of Issuer as of July 17, 1998*) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into 6.9% of Common Stock of the Issuer as of July 17, 1998*) representing an aggregate 18.4% of the Common Stock of the Issuer as of July 17, 1998.* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Assuming conversion price of $8.50 per share, the floor on the conversion price. Page 3 of 21 pages. 4 SCHEDULE 13D CUSIP NO. 687303 10 7 (FOR PAGE 4 OF 21 PAGES COMMON STOCK ISSUED UPON CONVERSION) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS Capital Holdings LLC 13-3952898 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 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 -0- OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred Stock (convertible into approximately 882,353* shares of Common Stock) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into approximately 529,412* shares of Common Stock); UBS Capital Holding LLC, by virtue of the fact that it owns 100% of UBS Capital II LLC, beneficially owns all such shares. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)/ / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of issued and outstanding Senior Convertible Preferred Stock (convertible into 11.5% of Common Stock of Issuer as of July 17, 1998*) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into 6.9% of Common Stock of Issuer as of July 17, 1998*) representing an aggregate 18.4% of the Common Stock of the Issuer as of July 17, 1998.* UBS Capital Holdings LLC beneficially owns all such stock owned by UBS Capital II LLC. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Assuming conversion price of $8.50 per share, the floor on the conversion price. Page 4 of 21 pages. 5 SCHEDULE 13D CUSIP NO. 687303 10 7 (FOR PAGE 5 OF 21 PAGES COMMON STOCK ISSUED UPON CONVERSION) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)/ / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred Stock (convertible into approximately 882,353* shares of Common Stock) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into approximately 529,412* shares of Common Stock); UBS Capital Holding LLC, by virtue of the fact that it owns 100% of UBS Capital II LLC, beneficially owns all such shares. UBS AG, by virtue of the fact that it owns 100% of UBS Capital Holding LLC, beneficially owns all such shares, and in addition UBS AG holds 950 shares of Common Stock for its customers, of which it has voting power but not dispositive power. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)/ / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of issued and outstanding Senior Convertible Preferred Stock (convertible into 11.5% of Common Stock of Issuer as of July 17, 1998*) and beneficially owns an option to purchase 4,500 shares of Senior Convertible Preferred Stock (convertible into 6.9% of Common Stock of Issuer as of July 17, 1998*) representing an aggregate 18.4% of the Common Stock of the Issuer as of July 17, 1998*. UBS Capital Holdings LLC beneficially owns all such stock owned by UBS Capital II LLC; UBS AG owns all such stock owned by UBS Capital Holdings LLC plus beneficially owns an additional 950 shares of Common Stock of the Issuer, representing an aggregate 18.5% of the Common Stock of the Issuer as of July 17, 1998.* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- * Assuming conversion price of $8.50 per share, the floor on the conversion price. Page 5 of 21 pages. 6 ITEM 1. SECURITY AND ISSUER This Statement relates to shares of Common Stock ("Common Stock") of Orphan Medical, Inc., a Minnesota corporation (the "Company"). UBS Capital II LLC, a Delaware limited liability company ("UBS") is the beneficial owner of (a) shares of Senior Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock") which are convertible into shares of Common Stock of the Company and (b) an option owned by UBS to purchase Preferred Stock. The address of the Company's principal executive office is: 13911 Ridgedale Drive, Suite 475, Minnetonka, Minnesota 55305. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement constitutes the filing on Schedule 13D by UBS, with respect to the Stock Purchase Agreement (the "Purchase Agreement", a copy of which is attached hereto as Exhibit 2) dated as of July 23, 1998 between the Company and UBS, pursuant to which, subject to certain terms and conditions, the Company agreed to issue and sell to UBS, and UBS agreed to purchase, 7,500 shares of Preferred Stock and the Company granted to UBS an option to purchase 4,500 shares of Preferred Stock. A list of the members, directors and executive officers of UBS appears on Exhibit 1 attached hereto. UBS is a wholly-owned subsidiary of UBS Capital Holdings LLC, a Delaware limited liability company ("Holdings"). Holdings is a wholly-owned subsidiary of UBS AG, a Swiss banking corporation ("UBS AG"). UBS AG is principally engaged in the general banking business and Holdings is a holding company. A list of the members, directors and executive officers of Holdings and UBS AG appears on Exhibit 1 attached hereto. (b) The address of the principal business office of UBS, Holdings and UBS AG are as follows:
Reporting Person Address ---------------- ------- UBS Capital II LLC 299 Park Avenue New York, New York 10171 UBS Capital Holdings LLC 299 Park Avenue New York, New York 10171 UBS AG Bahnhofstrasse 45 8021 Zurich
Page 6 of 21 pages. 7 The address of each of the directors and executive officers of each of UBS, Holdings and UBS AG are set forth on Exhibit 1 attached hereto. (c) The present principal occupation or employment of each of the members, directors and executive officers of each of UBS, Holdings and UBS AG are set forth on Exhibit 1 attached hereto. (d) During the past five years, neither UBS, Holdings nor UBS AG nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive officers or directors of UBS, Holdings or UBS AG, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the past five years, neither UBS, Holdings nor UBS AG nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive officers or directors of UBS, Holdings or UBS AG, has been 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 and state securities laws or finding any violation with respect to such laws. (f) Each of UBS and Holdings is a Delaware limited liability company. To the knowledge of UBS, Holdings and UBS AG, each member, executive officer and director of UBS and Holdings is a citizen of the United States. UBS AG is a corporation formed under the laws of Switzerland. To the knowledge of UBS, Holdings and UBS AG, none of the executive officers and directors of UBS AG, except Gary Brinson, a member of the group executive board of UBS AG, are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS Pursuant to the Purchase Agreement, on July 23, 1998 UBS paid to the Company $7,500,000 as sole consideration for the purchase of the 7,500 shares of Preferred Stock. UBS obtained funds for such purpose from UBS AG-Stamford Branch. ITEM 4. PURPOSE OF TRANSACTION UBS purchased 7,500 shares of Preferred Stock for investment purposes and beneficially owns an option to purchase 4,500 shares of Preferred Stock. (a) UBS may exercise its option to acquire up to 4,500 shares of Preferred Stock and possesses a right of first refusal to acquire additional securities, as well as registration rights. Furthermore, the Company may, at its election, pay dividends on the shares of Preferred Stock in cash, additional shares of Preferred Stock or shares of Common Stock. Page 7 of 21 pages. 8 (b) Not applicable. (c) Not applicable. (d) The Board of Directors increased the number of directors by one director, which director shall be elected by the holders of the Preferred Stock. (e) Pursuant to the Company's Charter, so long as greater than 20% of the initially issued shares of Preferred Stock are outstanding (including any shares obtained pursuant to exercise of the option), without the consent of the holders of the Preferred Stock, the Company may not pay dividends on the Common Stock or any other class of stock junior to the Preferred Stock. (f) Not applicable. (g) Pursuant to the terms of the Company's Charter, without the consent of the holders of the Preferred Stock, the Company may not issue equity securities or accord voting rights with respect to shares acquired in a "control share acquisition" (as defined in the Minnesota Business Corporation Act). Pursuant to the terms of the Purchase Agreement, UBS has a right of first refusal with respect to equity issuances by the Company. (h) Not applicable. (i) Not applicable. (j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) UBS is the beneficial owner of 7,500 shares of Preferred Stock, which is convertible into an aggregate of approximately 882,353* shares of the Company's Common Stock, or approximately 11.5% of the issued and outstanding shares of Common Stock as of July 17, 1998,* assuming exercise of the option. The option to purchase 4,500 shares of Preferred Stock may be exercised on the date which is approximately ninety days after the date on which the Purchase Agreement was executed. Pursuant to the terms of the charter, the conversion price of the Preferred Stock will be equal to the lesser of (i) 10% above the 20-day average bid price immediately prior to July 23, 1998 and (ii) 10% above the 20-day average bid price immediately prior to October 21, 1998, but in no event will the conversion price be less than $8.50 per share. By virtue of the fact that Holdings owns 100% of UBS, Holdings is the beneficial owner of all - -------- * Assuming conversion price of $8.50 per share, the floor on the conversion price. Page 8 of 21 pages. 9 such stock. By virtue of the fact that UBS AG owns 100% of Holdings, UBS AG is the beneficial owner of all such stock. In addition, UBS AG holds 950 shares of Common Stock of the Company of which it is the beneficial owner by virtue of the fact that UBS AG has voting power over such Common Stock. Holdings disclaims beneficial ownership of any equity securities of the Company. UBS AG disclaims beneficial ownership of any equity securities of the Company other than indirect beneficial ownership of 950 shares of Common Stock held on behalf of its customers of which UBS AG has voting power. (b) UBS has the sole power to vote the 7,500 shares of Preferred Stock under the circumstances described in the Certificate of Designation (a form of which is attached to the Purchase Agreement as Exhibit A thereto). UBS has the power to exercise the option to acquire up to 4,500 shares of Preferred Stock. (c) None. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER To the knowledge of UBS, Holdings and UBS AG, on the date hereof, except as set forth herein or in the Exhibits filed herewith or incorporated by reference, neither UBS, Holdings nor UBS AG nor any of the members, directors or executive officers of UBS, Holdings nor UBS AG has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities of the Company, finder's fee, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit 1 Information relating to the members of the Board of Managers, Directors, and Executive Officers of UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG. Exhibit 2 Stock Purchase Agreement dated as of July 23, 1998 between Orphan Medical, Inc. and UBS Capital II LLC, (incorporated by reference to Page 9 of 21 pages. 10 Exhibit 10.48 filed with Form 10-Q of Orphan Medical, Inc. filed on July 30, 1998). Exhibit 3 Certificate of Designation of Orphan Medical, Inc. (incorporated by reference to Exhibit 3.11 filed with Form 10-Q of Orphan Medical, Inc. filed on July 30, 1998). Exhibit 4 Joint Filing Agreement dated July 31, 1998, by and among UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG. Exhibit 5 Power of Attorney by UBS AG dated May 26, 1998, authorizing Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills, Stephen Anikewich, Joan Hoffman, Thomas R. Toothaker and Stuart Sindell (incorporated by reference to Exhibit 13 filed with Schedule 13D relating to Common Stock of Peoples Telephone Company, Inc, filed by UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG on July 17, 1998). Page 10 of 21 pages. 11 Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS CAPITAL II LLC By: /s/ Michael Greene ------------------------------------ Michael Greene Partner By: /s/ Marc Unger ------------------------------------ Marc Unger Chief Financial Officer Page 11 of 21 pages. 12 Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS CAPITAL HOLDINGS LLC By: /s/ Michael Greene ------------------------------------ Michael Greene Partner By: /s/ Marc Unger ------------------------------------ Marc Unger Chief Financial Officer Page 12 of 21 pages. 13 Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS AG By: /s/ Robert Dinerstein ------------------------------------ Robert Dinerstein Attorney-In-Fact By: /s/ Lewis R. Eber ------------------------------------ Lewis R. Eber Attorney-In-Fact Page 13 of 21 pages. 14 EXHIBIT INDEX Page ---- Exhibit 1 Information relating to the members of the Board of Managers, Directors, and Executive Officers of UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG............................................ 15 Exhibit 2 Joint Filing Agreement dated July 31, 1998, by and among UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG........................................ 20 Page 14 of 21 EX-99.1 2 INFORMATION RE: TO BOARD MEMBERS, DIRECTORS ETC. 1 EXHIBIT 1 UBS CAPITAL II LLC The names and titles of the members of the board of managers and executive officers of UBS Capital II LLC and their business addresses and principal occupations are set forth below. The business addresses of the each of the following are at UBS Capital II LLC, 299 Park Avenue, New York, New York 10171. Justin S. Maccarone President George Duarte Partner Michael Greene Partner and Member of Board of Managers Charles Delaney Partner Robert C. Dinerstein VP, Secretary and Member of Board of Managers James Breckenridge Principal Marc Unger Principal, Chief Financial Officer and Member of Board of Managers Hyunja Laskin Principal Charles W. Moore Principal Sandra Costin Assistant Secretary Patricia Long Assistant Secretary
Page 15 of 21 pages. 2 UBS CAPITAL HOLDINGS, LLC The names and titles of the members of the board of managers and executive officers of UBS Capital Holdings LLC and their business addresses and principal occupations are set forth below. The business addresses of the each of the following are at UBS Capital Holdings LLC, 299 Park Avenue, New York, New York 10171. Michael Greene President and Member of Board of Managers Robert C. Dinerstein Managing Director, Secretary and Member of Board of Managers Marc Unger Chief Financial Officer, Treasurer and Member of Board of Managers Sandra Costin Assistant Secretary Patricia Long Assistant Secretary
Page 16 of 21 pages. 3 UBS AG The names and titles of the members of the Group Executive Board, directors and executive officers of UBS AG and their business addresses and principal occupations are set forth below. DIRECTORS
Name of Director Nationality Address - ---------------- ----------- ------- Mathis Cabiallavetta Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Alberto Togni Swiss UBS AG Aeschenplatz 6 4002 Basle Alex Krauer Swiss Novaris AG Schwarzwaldallee 215 P.O. Box 4002 Basle Markus Kundig Swiss P.O. Box 4463 6304 Zug Peter Bockli Swiss Bockli Thomann & Parmer St. Jakobs-Strasse 41 P.O. Box 2342 4002 Basle Rolf Arthur Meyer Swiss Ciba Spezialitatenchemise AG P.O. Box 4002 Basle Hans Peter Ming Swiss Sika Finanz AG Zugerstrasse 50 6341 Baar Andreas Peter Reinhart Swiss Gebruder Volkart Holding AG P.O. Box 343 8401 Winterthur
Page 17 of 21 pages. 4
Name of Director Nationality Address - ---------------- ----------- ------- Georges P. Schorderet Swiss SAir Group 8058 Zurich-Airport Manfred Zobl Swiss Swiss Life/Rentenanstalz P.O. Box 8022 Zurich
That the names, nationalities and addresses of other responsible persons of the Company are as follows:
Position in the Company/Name Nationality Address - ---------------------------- ----------- ------- Chairman of the Board: Mathis Cabiallavetta Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Vice Chairmen: Alberto Togni Swiss UBS AG Aeschenplatz 6 4002 Basle Alex Krauer Swiss Novartis AG Schwarzwaldallee 215 P.O. Box 4002 Basle Markus Kundig Swiss P.O. Box 4463 6304 Zug Chief Executive Officer: Marcel Ospel Swiss UBS AG Aeschenplatz 6 4002 Basle
Page 18 of 21 pages. 5
Position in the Company/Name Nationality Address - ---------------------------- ----------- ------- Members of the Group Executive Board: Johannes De Gier Dutch Warburg Dillon Reed 1, Finsbury Avenue London EC2M 2PP Stephan Haeringer Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Gary Brinson American Brinson 209 South La Salle Street Chicago, IL 60604-1295 Rodolfo Bogni Italian UBS AG Aeschenplatz 6 4002 Basle Felix Fischer Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Peter De Weck Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Peter Wuffli Swiss UBS AG Aeschenplatz 6 4002 Basle Corporate Secretary: Gertrud Erismann Swiss UBS AG Bahnhofstrasse 45 8021 Zurich Treasurer: Peter Wuffli Swiss UBS AG Aeschenplatz 6 4002 Basle
Page 19 of 21 pages. EX-99.4 3 JOINT FILING AGREEMENT 1 EXHIBIT 4 JOINT FILING AGREEMENT The undersigned hereby agree to file jointly the Statement on Schedule 13D (the "Schedule") relating to the Common Stock of Orphan Medical, Inc. and any further amendments thereto which may be deemed necessary pursuant to Regulation 13D or G promulgated under Section 13 of the Securities Exchange Act of 1934, as amended. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to this Statement, filed upon behalf of each of the parties hereto. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of July 31, 1998. UBS CAPITAL II LLC By: /s/ Michael Greene -------------------------------- Michael Greene Partner By: /s/ Marc Unger -------------------------------- Marc Unger Chief Financial Officer UBS CAPITAL HOLDINGS LLC By: /s/ Michael Greene -------------------------------- Michael Greene President By: /s/ Marc Unger -------------------------------- Marc Unger Chief Financial Officer Page 20 of 21 pages. 2 UBS AG By: /s/ Robert Dinerstein -------------------------------- Robert Dinerstein Attorney-In-Fact By: /s/ Lewis R. Eber -------------------------------- Lewis R. Eber Attorney-In-Fact Page 21 of 21 pages. -----END PRIVACY-ENHANCED MESSAGE-----