-----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, Ima/8IrIRRG2Ttwh1OSaQy6+aIOC393mCXyT2+5td0XHV0GHgNhKefeP1WQ6V0Xk VWF6EpTfCXL5xzkkW/BEyQ== 0000950137-96-000895.txt : 19960613 0000950137-96-000895.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950137-96-000895 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960610 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXTENDED STAY AMERICA INC CENTRAL INDEX KEY: 0001002579 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363996573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46113 FILM NUMBER: 96579100 BUSINESS ADDRESS: STREET 1: 500 E BROWARD BLVD STREET 2: STE 950 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 9547131600 MAIL ADDRESS: STREET 1: 500 E BROWARD BLVD STREET 2: STE 950 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ CENTRAL INDEX KEY: 0000029646 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 131898818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2128923000 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 FORMER COMPANY: FORMER CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ DATE OF NAME CHANGE: 19960319 SC 13D 1 SCHEDULE 13D 1
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION -------------------------- WASHINGTON, D.C. 20549 OMB Number 3235-0145 Expires: October 31, 1994 Estimated average burden SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* EXTENDED STAY AMERICA, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 30224P 10 1 ------------------------------------------ (CUSIP Number) Thomas E. Siegler Donaldson, Lufkin & Jenrette, Inc. 277 Park Avenue New York, New York 10172 (212) 504-4477 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 1996 -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit index is located on page 22 Page 1 of 23 2 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 2 OF 23 PAGES ------------- ----- ------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; 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 7 SOLE VOTING POWER SHARES BENEFICIALLY 199,790 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 199,790 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,790 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% -- See Item 5 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 3 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ First ESC L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 269,127 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 269,127 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,127 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% -- See Item 5 14 TYPE OF REPORTING PERSON* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 4 OF 23 PAGES ------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ LBO Plans Management Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 269,127 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 269,127 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,127 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% -- See Item 5 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 5 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Capital Investors, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 269,127 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 269,127 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,127 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% -- See Item 5 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
6 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 6 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson Lufkin & Jenrette Securities Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 918,898 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 918,898 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 918,898 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% -- See Item 5 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
7 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 7 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
8 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 8 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Equitable Companies Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
9 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 9 OF 23 PAGES ------------- ----- ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
10 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 10 OF 23 PAGES ------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Finaxa 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
11 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 11 OF 23 PAGES ------------- ------ ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 12 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 12 OF 23 PAGES ------------- ------ ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
13 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 13 OF 23 PAGES ------------- ------ ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Uni Europe Assurance Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 14 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 14 OF 23 PAGES ------------- ------ ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances Vie Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 15 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 15 OF 23 PAGES ------------- ------ ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances I.A.R.D. Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
16 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 16 OF 23 PAGES ------------- ------ ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Claude Bebear, as Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
17 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 17 OF 23 PAGES ------------- ------ ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrice Garnier, as Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
18 SCHEDULE 13D CUSIP NO. 30224P 10 1 PAGE 18 OF 23 PAGES ------------- ---- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henri de Clermont-Tonneire, as Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (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 France NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,387,815 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 1,387,815 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,815 -- See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% -- See Item 5 14 TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
19 ITEM 1. SECURITY AND ISSUER Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to the Securities Exchange Act of 1934 (the "Act"), this Amendment No. 1 restates the Schedule 13D dated December 21, 1995 filed by Donaldson, Lufkin & Jenrette, Inc. and others (as amended, the "Schedule 13D"). This Schedule 13D relates to shares of common stock, par value $0.01 per share (the "Shares"), of Extended Stay America, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 500 E. Broward Avenue, Ft. Lauderdale, Florida 33394. The information set forth in the Exhibits hereto is hereby expressly incorporated herein by reference and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) DLJ Capital Corporation, a Delaware corporation ("DLJCC"), (2) DLJ First ESC L.L.C., a Delaware limited liability company ("ESC"), (3) DLJ LBO Plans Management Corporation, a Delaware corporation ("LBO"), (4) DLJ Capital Investors, Inc., a Delaware corporation ("DLJCI"), (5) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware corporation ("DLJSC"), (6) Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"),(7) The Equitable Companies Incorporated, a Delaware corporation ("Equitable"), (8) AXA, a societe anonyme organized under the laws of France, (9) Finaxa, a societe anonyme organized under the laws of France, (10) AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France, (11) AXA Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France, (12) Uni Europe Assurance Mutuelle, a mutual insurance company organized under the laws of France, (13) Alpha Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France, (14) Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France, and (15) Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of a voting trust (the "AXA Voting Trust") established pursuant to a Voting Trust Agreement by and among AXA and the AXA Voting Trustees dated as of May 12, 1992. DLJCC is a Delaware corporation formed to make investments in industrial and other companies to participate in the management of venture capital pools. DLJCC is a wholly owned subsidiary of DLJ. ESC is a Delaware limited liability company and an "employee securities corporation" as defined in the Investment Company Act of 1940, as amended. LBO is the Manager of ESC and makes all of the investment and voting decisions on the part of ESC. LBO is a Delaware corporation and registered investment adviser under the Investment Advisers Act of 1940, as amended. LBO is a wholly owned subsidiary of DLJCI. DLJCI is a Delaware corporation and owns all of the capital stock of LBO. DLJCI is a wholly owned subsidiary of DLJ. DLJSC is a Delaware corporation and a registered broker/dealer. DLJSC is a wholly owned subsidiary of DLJ. DLJ is a publicly-held Delaware corporation. DLJ directly owns all of the capital stock of DLJCC, DLJCI and DLJSC, and indirectly owns all of the capital stock of LBO through its interest in DLJCI. DLJ, acting on its own behalf or through its subsidiaries, is a registered broker/dealer and registered investment adviser engaged in investment banking, institutional trading and research, investment management and financial and correspondence brokerage services. Equitable directly owns 44.1% of DLJ, and The Equitable Life Assurance Society of the United States, a New York stock life insurance company wholly owned by Equitable, indirectly owns 36.1% of DLJ. Equitable is a Delaware corporation and is a holding company. As of December 13, 1995, approximately 60.7% of the outstanding common stock as well as certain convertible preferred stock of Equitable was beneficially owned by AXA. For insurance regulatory purposes, to insure that certain indirect minority shareholders of AXA will not be able to exercise control over Equitable and certain of its insurance subsidiaries, the voting shares of Equitable capital stock beneficially owned by AXA and its subsidiaries have been deposited into the AXA Voting Trust. For additional information regarding the AXA Voting Trust, reference is made to the Schedule 13D filed by AXA with respect to Equitable. AXA is a societe anonyme organized under the laws of France and a holding company for an international group of insurance and related financial services companies. Finaxa is a societe anonyme organized under the laws of France and is a holding company. As of May 9, 1996, Finaxa owned 29.9% of the issued shares (representing approximately 39.6% of the voting power) of AXA. 19 20 Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, and Alpha Assurances I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a mutual insurance company organized under the laws of France. The Mutuelles AXA are owned by approximately 1.5 million policy holders. The Mutuelles AXA, as a group, control, directly and indirectly, through intermediate holding companies approximately 40.1% of the issued shares (representing approximately 46.2% of the voting power) of AXA. AXA is indirectly controlled by the Mutuelle AXA, acting as a group. Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, the AXA Voting Trustees, exercise all voting rights with respect to the shares of Equitable capital stock beneficially owned by AXA and its subsidiaries that have been deposited in the AXA Voting Trust. The business address, citizenship, and present and principal occupation of each of the AXA Voting Trustees are set forth on Schedule G attached hereto. The address of the principal business and principal office of each of DLJCC, ESC, LBO, DLJCI, DLJSC and DLJ is 277 Park Avenue, New York, NY 10172. The address of the principal business and principal office of Equitable is 787 Seventh Avenue, New York, New York 10019. The address of the principal business and principal office of each of AXA, Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008 Paris, France; of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 21/25, rue de Charteaudun, 75009 Paris, France; of each of Alpha Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France; and of Uni Europe Assurance Mutuelle is 24, rue Druout, 75009 Paris, France. The name, business address, citizenship, present and principal occupation or employment, and the name, principal business and address of any corporation or organization in which each such employment is conducted, of each executive officer or member, as applicable, of the Board of Directors or the Conseil d'Administration (French analogue of a board of directors) of DLJCC, DLJSC, DLJ, DLJCI, LBO, Equitable, AXA, Finaxa, and the Mutuelles AXA are set forth on Schedules A through M, respectively, attached hereto. During the past five (5) years, neither any of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons listed on Schedules A through M attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to a Commitment Letter, dated August 31, 1995, between the Company and DLJ Mortgage Capital, Inc. ("DLJ Mortgage") and a Mortgage Facility, dated October 31, 1995, between the Company and DLJ Mortgage (the "Mortgage Facility"), the Company, as partial compensation for the Mortgage Facility, (i) issued to DLJSC 750,540 Shares and (ii) sold to DLJCC 500,430 Shares for an aggregate purchase price of $2,383,000 in cash ($4.76 per share). DLJCC used working capital to finance the cash purchase of the Shares. On November 22, 1995, DLJCC transferred 134,411 Shares to ESC for $648,095. On December 11, 1995, DLJCC transferred 134,716 Shares to ESC for $641,412. ESC used working capital to finance both purchases. On December 11, 1995, DLJCC transferred 31,513 Shares to an employee of DLJSC for $150,000. On December 13, 1995, the Company commenced an initial public offering (the "IPO"), in which 5,060,000 Shares, including 660,000 Shares purchased by underwriters (the "Underwriters") on December 14, 1995 to cover over-allotments, were sold through the Underwriters led by DLJSC. ITEM 4. PURPOSE OF TRANSACTION Each of DLJCC, ESC and DLJSC holds the Shares reported in this Schedule 13D as beneficially owned directly by such person for investment purposes. DLJSC may provide market marking services to the Company. In connection therewith, DLJSC may acquire additional Shares or may dispose of Shares in the open market. In addition, depending on market and other considerations, DLJCC, ESC and DLJSC may acquire additional Shares if such Shares become available at prices that are attractive to such persons. On the other hand, DLJCC, ESC and DLJSC may dispose of all or a portion of the Shares they now own or other securities of the issuer that they may hereafter acquire. 20 21 In connection with the IPO, the Company granted the Underwriters, including DLJSC, a 30-day option to purchase up to 660,000 additional Shares to cover over-allotments, at the price the Shares were sold to the Underwriters in the IPO. The over-allotment option was exercised in full on December 14, 1995. On June 5, 1996, the Company completed a public offering in which 9,775,000 Shares, including 1,275,000 Shares purchased by Underwriters (the "Underwriters") to cover over-allotments, were sold through the Underwriters led by DLJSC. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER DLJCC may be deemed to be the beneficial owner of the 199,790 Shares (the "DLJCC Shares") directly owned by it, or approximately 0.6% of the Shares outstanding. DLJCC has the sole power to vote and dispose of the DLJCC Shares. DLJCC acquired 500,430 Shares from the Company on October 30, 1995 for an aggregate purchase price of $2,383,000 in cash ($4.76 per share), as partial compensation for the Mortgage Facility. DLJCC subsequently sold 269,127 Shares to ESC and 31,513 Shares to an employee of DLJSC as more fully described in Item 4 herein. ESC may be deemed to be the beneficial owner of the 269,127 Shares (the "ESC Shares") directly owned by it, or approximately 0.9% of the Shares outstanding. ESC has the sole power to vote and dispose of the ESC Shares. The ESC Shares were acquired from DLJCC as more fully described in Item 4 herein. LBO, as the manager of ESC, may be deemed, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to beneficially own indirectly the ESC Shares, or 0.9% of the Shares outstanding. DLJCI, as the sole stockholder of LBO, may be deemed for the purposes of Rule 13d-3 under the Act to beneficially own indirectly the ESC Shares, or 0.9% of the Shares outstanding. DLJSC may be deemed to be the beneficial owner of the 918,898 Shares (the "DLJSC Shares") directly owned by it, or approximately 2.9% of the Shares outstanding. DLJSC has the sole power to vote and dispose of the DLJSC Shares. The DLJSC Shares were granted to DLJSC by the Company on October 30, 1995 as partial compensation for the Mortgage Facility. As the sole stockholder of DLJCC, DLJCI and DLJSC, DLJ may be deemed, for purposes of Rule 13d-3 under the Act, as amended, to beneficially own indirectly the DLJCC Shares, the ESC Shares and the DLJSC Shares. Together, such shares represent 1,387,815 Shares, or approximately 4.4% of the Shares outstanding. Because of Equitable's ownership of DLJ, Equitable may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC Shares, the DLJSC Shares and the ESC Shares. Together such Shares represent 1,387,815 Shares or approximately 4.4% of the Shares outstanding. Because of AXA's ownership interest in Equitable, and the AXA Voting Trustees' power to vote the Equitable shares placed in the AXA Voting Trust, each of AXA and the AXA Voting Trustees may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Shares that Equitable may be deemed to beneficially own. Because of the direct and indirect ownership interest in AXA of Finaxa and the Mutuelles AXA, each of Finaxa and the Mutuelles AXA may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Shares that AXA may be deemed to beneficially own. AXA, Finaxa, the Mutuelles AXA and the AXA Voting Trustees disclaim beneficial ownership of any Shares. The Reporting Persons, in the aggregate, may be deemed to beneficially own 1,387,815 Shares, or approximately 4.4% of the Shares outstanding. The percentage of Shares outstanding reported as beneficially owned by each person herein on the date hereof is based upon 31,353,092 Shares outstanding as stated by the Company in its Prospectus dated May 30, 1996. DLJSC has been a market-maker in the Shares, and in the ordinary course of market-making activities has acquired and disposed of Shares at prices ranging from 12.09 to 35.00 during the period from December 14, 1995 through June 5, 1996. Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Shares outstanding (as reported by the Company in the Prospectus dated May 30, 1996) on June 5, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth in Items 3 and 4 above is hereby incorporated herein by reference. DLJSC is a party to certain Lockup Agreements (the "Shareholder Lockups") with the Company and each of the Company's stockholders who held Shares prior to the IPO (the "Original Investors"). The Shareholder Lockups were entered into in 21 22 December 1995, prior to the IPO, and prohibit the Original Investors from offering, selling, contracting to sell or otherwise disposing of any Shares prior to the expiration of 180 days from the IPO, subject to certain exceptions, without the prior written consent of DLJSC. DLJCC, ESC and DLJSC are parties to certain Lockup Agreements (the "DLJ Lockups") with the Company with respect to shares acquired prior to the IPO (the "Pre-IPO Shares"). The DLJ Lockups were entered into in December 1995, prior to the IPO, and prohibit DLJCC, ESC and DLJSC from offering, selling, contracting to sell or otherwise disposing of any Pre-IPO Shares or any securities convertible or exchangeable into Pre-IPO Shares prior to the expiration of 180 days from the IPO, subject to certain exceptions, without the prior written consent of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following have been filed as Exhibits to this Schedule 13D: 1. Joint Filing Agreement 2. DLJ Commitment Letter 3. DLJ Mortgage Facility 4. Form of Lockup Agreements with the Original Investors 5. Form of Lockup Agreements with DLJ Entities 22 23 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.* Dated as of June 6, 1996 DONALDSON, LUFKIN & JENRETTE, INC. By: /s/ Thomas E. Siegler ___________________________ Name: Thomas E. Siegler Title: Senior Vice President __________________________________ *Pursuant to the Joint Filing Agreement with respect to this Schedule 13D (previously filed as Exhibit 1 hereto) among the Reporting Persons, this amendment to statement on Schedule 13D is filed on behalf of each of them by Donaldson, Lufkin & Jenrette, Inc. 23 24 SCHEDULE A Executive Officers and Directors of DLJ Capital Corporation The names of the Directors and the names and titles of the Executive Officers of DLJ Capital Corporation ("DLJCC") and their business addresses and principal occupations are set forth below. Each Director's or Executive Officer's business address is that of DLJCC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJCC and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Richard E. Kroon President and Chief Executive Officer * Anthony F. Daddino Vice President; Executive Vice President and Chief Financial officer, Donaldson, Lufkin & Jenrette, Inc. * Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary, Donaldson, Lufkin & Jenrette, Inc. ______________________________ * Director
24 25 SCHEDULE B Executive Officers and Directors of Donaldson, Lufkin & Jenrette Securities Corporation The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJSC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJSC and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. * Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer, Donaldson, Lufkin & Jenrette, Inc. * Carl B. Menges Vice Chairman of the Board;Vice Chairman of the Board, Donaldson, Lufkin & Jenrette, Inc. * Hamilton E. James Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. * Richard S. Pecther Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. * Theodore P. Shen Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. * Anthony F. Daddino Executive Vice President and Chief Financial Offier; Executive Vice President and Chief Financial Offier, Donaldson, Lufkin & Jenrette, Inc.
______________________________ * Director 25 26 SCHEDULE C Executive Officers and Directors of Donaldson, Lufkin & Jenrette, Inc. The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJ at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJ and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. * Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer, Donaldson, Lufkin & Jenrette, Inc. * Claude Bebear (1) Chairman and Chief Executive Officer, AXA AXA 23, avenue Matignon 75008 Paris, France * Henri de Castries (1) Executive Vice President Financial Services and Life Insurance Activities, AXA AXA 23, avenue Matignon 75008 Paris, France * Kevin Dolan Executive Vice President, AXA Asset Management AXA Asset Management 40, rue de Collissee 75008 Paris, France * Louis Harris Chairman and Chief Executive Officer, LH Research (research) LH Research 152 East 38th Street New York, New York 10016-2605 * Henri G. Hottingeur (2) Chairman and Chief Executive Officer, Banque Hottingeur (banking) Banque Hottingeur 38, rue de Provence 75009 Paris, France * W. Edwin Jarmain (3) President, Jarmain Group Inc. (private investment holding company) Jarmain Group Inc. 95 Wellington Street West Suite 805 Toronto, Canada * Francis Jungers Retired Chairman, Arabian American Oil Company (oil industry) 19880 NW Nestucca Drive Portland, Oregon 97229
27 * Joseph J. Melone President and Chief Executive Officer, The Equitable Companies Incorporated The Equitable Companies Incorporated 787 Seventh Avenue New York, New York 10019 * W. J. Sanders, III Chairman and Chief Executive Officer, Advanced Micro Devices Advanced Micro Devices, Inc. 901 Thompson Place Sunnyvale, CA 94086 * Jerry M. de St. Paer Executive Vice President and Chief Financial Officer, The Equitable Companies The Equitable Companies Incorporated Incorporated 787 Seventh Avenue New York, New York 10019 * John C. West Former Ambassador to Saudi Arabia Bothea, Jordan & Griffin 23B Shelter Cove Hilton Head Island, SC 29928 * Carl B. Menges Vice Chairman of the Board * Hamilton E. James Managing Director * Richard S. Pecther Managing Director * Theodore P. Shen Managing Director * Anthony F. Daddino Executive Vice President and Chief Financial Officer * Robert J. Albano Senior Vice President and Director of Compliance and Regulatory Affairs Michael M. Bendik Senior Vice President and Chief Accounting Officer Michael A. Boyd Senior Vice President and General Counsel Joseph D. Donnelly Senior Vice President and Associate General Counsel One Pershing Plaza Jersey City, NJ 07599 Stuart S. Flamberg Senior Vice President and Director of Taxes Roy A. Garman Senior Vice President and Controller Charles J. Hendrickson Senior Vice President and Treasurer Gerald B. Rigg Senior Vice President and Director of Human Resources Thomas E. Siegler Senior Vice President and Secretary Lucia D. Swanson Senior Vice President and Associate General Counsel ______________________________ * Director (1) Citizen of the Republic of France (2) Citizen of Switzerland (3) Citizen of Canada
2 28 SCHEDULE D Executive Officers and Directors of DLJ Capital Investors, Inc. The names and titles of the Executive Officers and Directors of DLJ Capital Investors, Inc. ("DLJCI") and their respective business addresses and principal occupations are set forth below. Each of the Director's or Executive Officer's business address is that of DLJCI at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJCI and each individual is a citizen of the United States. Name Present Principal Occupation - ---- ---------------------------- John S. Chalsty Director and Chairman of the Board; Chairman and Chief Executive Officer of DLJ Anthony F. Daddino Director and Executive Vice President; Executive Vice President and Chief Financial Officer of DLJ Joe L. Roby Director and Chief Operating Officer; President and Chief Operating Officer of DLJ Hamilton E. James Director and Chief Executive Officer; Managing Director of DLJ Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary of DLJ ______________________________ * Director
3 29 SCHEDULE E Executive Officers and Directors of DLJ LBO Plans Management Corporation The names and titles of the Executive Officers and Directors of DLJ LBO Plans Management Corporation ("LBO") and their respective business addresses and principal occupations are set forth below. Each of the Director's or Executive Officer's business address is that of LBO at 277 Park Avenue, New York, New York 10172. Each occupation set forth opposite an individual's name refers to LBO and each individual is a citizen of the United States. Name Present Principal Occupation - ---- ---------------------------- * Anthony F. Daddino Director, President; Executive Vice President and Chief Financial Officer of DLJ * Vincent DeGiaimo Director, Vice President Edward A. Poletti Vice President and Treasurer * Thomas E. Siegler Director, Vice President and Secretary; Senior Vice President of DLJ ______________________________ * Director
30 SCHEDULE F Executive Officers and Directors of The Equitable Companies Incorporated The names of the Directors and the names and titles of the Executive Officers of The Equitable Companies Incorporated ("Equitable") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Equitable at 787 Seventh Avenue, New York, New York 10019. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Equitable and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear (1) Chairman of the Board; Chairman and Chief Executive Officer, AXA AXA 23, avenue Matignon 75008 Paris, France * James M. Benson Senior Executive Vice President and Chief Operating Officer; President and Chief Executive Officer, The Equitable Life Assurance Society of the United States * Henri de Castries (1) Vice Chairman of the Board; Executive Vice President Financial Services and Life AXA Insurance Activities (outside of France) 23, avenue Matignon 75008 Paris, France * John S. Chalsty Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. Donaldson, Lufkin & Jenrette, Inc. 277 Park Avenue New York, NY 10172 Jerry M. de St. Paer Senior Executive Vice President and Chief Financial Officer; Executive Vice President, The Equitable Life Assurance Society of the United States * Joseph L. Dionne Chairman and Chief Executive Officer, The McGraw Hill Companies (publishing) The McGraw Hill Companies 1221 Avenue of the Americas New York, NY 10020 * William T. Esrey Chairman of the Board and Chief Executive Officer, The Sprint Corporation Sprint Corporation (telecommunications) P.O. Box 11315 Kansas City, MO 64112 * Jean-Rene Fourtou (1) Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) Rhone-Poulenc S.A. 25 quai Paul Doumer 92408 Courbevoie, France Robert E. Garber Executive Vice President and General Counsel
31 * Donald J. Greene Partner, LeBoeuf, Lamb, Greene & MacRae (law firm) LeBoeuf, Lamb, Greene & MacRae 125 West 55th Street New York, NY 10019 * Anthony Hamilton (2) Group Chairman and Chief Executive Officer, Fox-Pitt, Kelton Group Limited 35 Wilson Street (Finance) London, England EC2M 2SJ * John T. Hartley Retired Chairman and Chief Executive Officer, Harris Corporation (manufacture of Harris Corporation electronic, telephone and copying systems) 1025 Nasa Boulevard Melbourne, FL 32919 * John H.F. Haskell, Jr. Director and Managing Director, Dillon, Read & Co., Inc. (investment banking firm) Dillon, Read & Co., Inc. 535 Madison Avenue New York, NY 10028 * W. Edwin Jarmain (3) President, Jarmain Group Inc. (private investment holding company) Jarmain Group Inc. 95 Wellington St. West Suite 805 Toronto, Ontario M5J 2N7 Canada * Winthrop Knowlton Chairman, Knowlton Brothers, Inc. (private investment firm); President and Chief Knowlton Brothers, Inc. Executive Officer, Knowlton Associates, Inc. (consulting firm) 530 Fifth Avenue New York, NY 10036 * Arthur L. Liman Partner, Paul, Weiss, Rifkind, Wharton & Garrison (law firm) Paul, Weiss, Rifkind,Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Joanne T. Marren Senior Vice President and Deputy General Counsel William T. McCaffrey Executive Vice President and Chief Administrative Officer; Senior Executive Vice President and Chief Operating Officer, The Equitable Life Assurance Society of the United States * Joseph J. Melone Chief Executive Officer and President; Chairman of the Board, The Equitable Life Assurance Society of the United States Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer, The Equitable Life Assurance Society of the United States * Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider S.A. (electric equipment) 64-70, avenue Jean Baptiste Clement 92646 Boulogne Cedex, France * George J. Sella, Jr. Retired Chairman, President and Chief Executive Officer, American Cyanamid American Cyanamid Company Company (manufacturer pharmaceutical products and agricultural products) P.O. Box 3017 Newton, NJ 07860 Jose Suquet Executive Vice President; Executive Vice President and Chief Agency Officer; The Equtiable Life Assurance Society of the United States
32 Stanley B. Tulin Executive Vice President; Senior Executive Vice President and Chief Financial Officer, The Equitable Companies Incorporated * Dave H. Williams Chairman and Chief Executive Officer, Alliance Capital Management Corp. Alliance Capital (investment company) Management Corporation 1345 Avenue of the Americas New York, NY 10105 ______________________________ * Director (1) Citizen of the Republic of France (2) Citizen of Canada
33 SCHEDULE G Executive Officers and Members of Conseil d'Administration of AXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer * Antoine Bernheim Chairman and Chief Executive Officer, Assicurazioni Generali S.p.A. Piazza Duca Degli Abruzzi 2 (insurance) 34132 Trieste, Italy Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of France) Francoise Colloc'h Executive Vice President, Human Resources and Public Relations * Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino 90, rue de Miromesnil (transportation) 75008 Paris, France * David Dautresme Partner and Managing Director 121, boulevard Haussman 75008 Paris, France Lazard Freres et Cie (investment banking) * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Michel Francois-Poncet Chairman of the Supervisory Board of Compagnie Financiere Paribas and Banque 3, rue d'Autin Paribas (financial services and banking) 75002 Paris, France * Patrice Garnier Retired * Gianfranco Gutty (1) Director and Executive Officer, Assicurazioni Generali S.p.A. (insurance) Piazza Duca Degli Abruzzi 2 34132 Trieste, Italy * Anthony Hamilton (2) Group Chairman and Chief Executive Officer, Fox-Pitt, Kelton Group Limited 35 Wilson Street (France) London, England EC2M 2SJ * Henri Hottinguer (3) Chairman and Chief Executive Officer, Banque Hottinguer (banking) 38, rue de Provence 75009 Paris, France
34 * Richard H. Jenrette (4) Retired 787 Seventh Avenue New York, New York 10019 * Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France Gerard de la Martiniere Executive Vice President, Corporate Finance and Administrative Services * Didier Pineau-Valencienne Chief Executive Officer, Schneider S.A. (electric equipment) 64-70, avenue Jean Baptiste Clement 92646 Boulogne Cedex, France Claude Tendil Executive Vice President, Insurance Activities (in France) and Non- Life and Composite Insurance Activities (outside of France) ______________________________ * Member, Conseil d'Administration (1) Citizen of Italy (2) Citizen of Switzerland (3) Citizen of the United Kingdom
35 SCHEDULE I Executive Officers and Members of Conseil d'Administration of FINAXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of France), AXA * Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation) 90, rue de Miromesnil 75008 Paris, France * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Patrice Garnier Retired * Henri Hottinguer (1) Chairman and Chief Executive Officer, Banque Hottinguer (banking) 38, rue de Provence 75009 Paris, France *Paul Hottinguer (1) Assistant Chairman and Chief Executive Officer, Banque Hottinguer (banking) 38, rue de Provence 75009 Paris, France *Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France ______________________________ * Member, Conseil d'Administration (1) Citizen of Switzerland
36 SCHEDULE J Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle at La Grande Arche, Paroi Nord, Cedex 41, 92044 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, 23, avenue Matignon AXA 75008 Paris, France Jean-Luc Bertozzi Assistant Chief Executive Officer 21/25, rue de Chateaudun 75009 Paris, France * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside 23, avenue Matignon of France), AXA 75008 Paris, France * Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry) 5, rue la Bruyere 75009 Paris, France * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Francoise Richer Retired * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France * Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) 23, avenue Matignon and Non-Life and Composite Insurance Activities (outisde of France) 75008 Paris, France
37 * Nicolas Thiery Chairman and Chief Executive Officer, Establissements Jaillard (management 6 Cite de la Chapelle consulting) 75018 Paris, France * Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and 14, boulevard Industriel processing) 76301 Sotteville les Rouen, France ______________________________ * Member, Conseil d'Administration
2 38 SCHEDULE K Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at La Grande Arche, Paroi Nord, Cedex 41, 92044 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA 23, avenue Matignon 75008 Paris, France Jean-Luc Bertozzi Assistant Chief Executive Officer 21/25, rue de Chateaudun 75009 Paris, France * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of 23, avenue Matignon France), AXA 75008 Paris, France * Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry) 5, rue la Bruyere 75009 Paris, France * Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation) 90, rue de Miromesnil 75008 Paris, France * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Francoise Richer Retired * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France * Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and 23, avenue Matignon Non-Life Composite Insurance Activities (outside of France) 75008 Paris, France
39 * Nicolas Thiery Chairman and Chief Executive Officer, Establissements Jaillard (management 6 Cite de la Chapelle consulting) 75018 Paris, France * Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and 14, boulevard Industriel processing) 76301 Sotteville les Rouen, France _____________________________ * Member, Conseil d'Administration
2 40 SCHEDULE L Executive Officers and Members of Conseil d'Administration of UNI EUROPE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Uni Europe Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Uni Europe Assurance Mutuelle at 24, rue Druout, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Uni Europe Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA 23, avenue Matignon 75008 Paris, France * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of 23, avenue Matignon France), AXA 75008 Paris, France * Francis Cordier rue Nicephone Niepce BP 232 76304 Sotteville Les Rouen, France Chairman and Chief Executive Officer, Group Demay Lesieur (food industry) * Gerard Coutelle Retired * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Francis Magnan Chairman and Chief Executive Officer, Groupe Daher (air and sea transportation) 50, boulevard des Dames 13002 Marseille, France * Jean de Ribes Chief Executive Officer, Banque Rivaud (banking) 13, rue Notre Dame des Victoires 75008 Paris, France * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France * Jean-Paul Saillard Corporate Secretary, AXA 23, avenue Matignon 75008 Paris, France
41 * Claude Tendil General manager; Executive Vice President, Insurance Activities (in France) and 23, avenue Matignon Non-Life and Composite Insurance Activities (outside of France) 75008 Paris, France _____________________________ * Member, Conseil d'Administration
2 42 SCHEDULE M Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA 23, avenue Matignon 75008 Paris, France * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of 23, avenue Matignon France), AXA 75008 Paris, France * Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation) 90, rue de Miromesnil 75008 Paris, France * Claude Fath Manager * Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone-Poulenc S.A. (industry) 25, quai Paul Doumer 92408 Courbevoie, France * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France * Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and Non- 23, avenue Matignon Life Composite Insurance Activities (outside of France) 75008 Paris, France * Francis Vaudour Chief Executive Officer, Segafredo Zanetti France S.A. (coffee importing and 14, boulevard Industriel processing) 76301 Sotteville les Rouen France ______________________________ * Member, Conseil d'Administration
43 SCHEDULE N Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA 23, avenue Matignon 75008 Paris, France * Henri Brischoux Manager, AXA 23, avenue Matignon 75008 Paris, France * Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of 23, avenue Matignon France), AXA 75008 Paris, France * Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation Charles Schiaffino (transportation) 90, rue de Miromesnil 75008 Paris, France * Bernard Cornille Audit Manager, AXA 23, avenue Matignon 75008 Paris, France * Claude Fath Manager, Alpha Assurances Vie Mutuelle * Patrice Garnier Retired Henri Lachmann Chairman and Chief Executive Officer, Strafor Facom (office furniture) 56, rue Jean Giraudoux 67000 Strasbourg, France * Claude Peter Retired * Georges Rousseau Chairman, Apave Normandies (consulting) 2, rue des Mouettes 76130 Mont Saint Aignan, France * Claude Tendil General Manager; Executive Vice President, Insurance Activities (in France) and 23, avenue Matignon Non-Life and Composite Insurance Activities (outside of France) 75008 Paris, France ______________________________ * Member, Conseil d'Administration
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