-----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, OUysLSqkrRMV+FQQjk7vz49dClU2scpIaJsJaWB9AdAZi1idNkRZstMJ+/VdG2M4 N0TRyC/eVDobZynrxdcXzQ== 0001047469-03-001105.txt : 20030114 0001047469-03-001105.hdr.sgml : 20030114 20030113081204 ACCESSION NUMBER: 0001047469-03-001105 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030113 GROUP MEMBERS: WARBRUG PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. GROUP MEMBERS: WARBURG PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. GROUP MEMBERS: WARBURG PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVAYA INC CENTRAL INDEX KEY: 0001116521 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 223713430 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59723 FILM NUMBER: 03511549 BUSINESS ADDRESS: STREET 1: 211 MOUNT AIRY RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9089536000 MAIL ADDRESS: STREET 1: 211 MOUNT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: LUCENT EN CORP DATE OF NAME CHANGE: 20000612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SC TO-T/A 1 a2100638zscto-ta.txt TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (AMENDMENT NO. 1) (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AVAYA INC. (Name of Subject Company) AVAYA INC. (OFFEROR/ISSUER) WARBURG, PINCUS EQUITY PARTNERS, L.P. (OFFEROR) WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. (OFFEROR) WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. (OFFEROR) WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. (OFFEROR) (Name of Person(s) Filing Statement) LIQUID YIELD OPTION-TM- NOTES DUE 2021 (Title of Class(es) of Securities) CUSIP NO. 053499AA7 (CUSIP Number of Class(es) of Securities) PAMELA F. CRAVEN, ESQ. AVAYA INC. 211 MOUNT AIRY ROAD BASKING RIDGE, NEW JERSEY 07920 (908 953-6000) (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: AKIKO MIKUMO, ESQ. DAVID M. SILK, ESQ. MICHAEL J. SCHIAVONE, ESQ. MALCOLM E. LANDAU, ESQ. WACHTELL, LIPTON, ROSEN & KATZ SHEARMAN & STERLING WEIL, GOTSHAL & MANGES LLP 51 WEST 52ND STREET 599 LEXINGTON AVENUE 767 FIFTH AVENUE NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10153-0119 (212) 403-1000 (212) 848-4000 (212) 310-8000
------------------------ CALCULATION OF FILING FEE Transaction Valuation: $240,272,153 (1) Amount of Filing Fee: $38,335
- ------------------------ (1) For the purpose of calculating the filing fee only, this amount is based on the product of (i) $363.75, the average of the bid and ask prices of LYONs per $1,000 principal amount of maturity on December 20, 2002 and (ii) the quotient of (x) $660,542,000, the aggregate principal amount at maturity of LYONs which are sought for exchange, divided by (y) $1,000, or $240,272,153. The transaction value equals the product of (A) $240,272,153 and (B) .0002, or, $48,055 which is offset by $9,720 pursuant to Rule-11(a)(2). /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $38,335 Filing Party: AVAYA INC. Form or Registration No.: TO-I Date Filed: December 23, 2002
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e3. / / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- On December 23, 2002, Avaya Inc. ("Avaya"), and Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V. (collectively, the "Warburg Pincus Funds" and, together with Avaya, the "Offerors") commenced an exchange offer (the "Exchange Offer") for up to $660,542,000 aggregate principal amount at maturity of Avaya's outstanding Liquid Yield Option-TM- Notes due 2021 (the "LYONs"), representing approximately 70% of the outstanding LYONs. This Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, "Schedule TO") relates to the Exchange Offer. The Exchange Offer is being made pursuant to an Offer to Exchange/Prospectus dated December 23, 2002 (as amended and supplemented from time to time, the "Offer to Exchange/Prospectus"). ITEM 1. SUMMARY TERM SHEET. The information required is disclosed under the caption "Summary--The Exchange Offer" in the Offer to Exchange/Prospectus, which document constitutes a prospectus meeting the requirements of Securities Act Rule 421(d). ITEM 2. SUBJECT COMPANY INFORMATION. (a) The name of the company that is the subject of this Schedule TO and the related Offer to Exchange/Prospectus is Avaya Inc. The address of the principal executive offices of Avaya is 211 Mount Airy Road, Basking Ridge, New Jersey 07920, and the telephone number of Avaya is (908) 953-6000. (b) The Exchange Offer is being made for Avaya's Liquid Yield Option-TM- Notes due 2021, which are convertible into shares of Avaya's common stock, par value $0.01 per share. As of December 23, 2002, there was $943,632,000 aggregate principal amount at maturity of LYONs outstanding. (c) The principal market on which Avaya's LYONs are traded and the last reported price for the LYONs for each quarter during the past two years are set forth in the section entitled "Price Range of Common Stock and LYONs" in the Offer to Exchange/Prospectus, which section is incorporated by reference in this Schedule TO. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS. (a) This Schedule TO is being filed by the subject company, Avaya. The business address of Avaya is 211 Mount Airy Road, Basking Ridge, New Jersey 07920 and the business telephone number of Avaya is (908) 953-6000. Avaya's directors and executive officers and their positions and offices as of January 10, 2003, are set forth in the following table:
NAME POSITION - ---- -------------------------------------------- Donald K. Peterson................... Chairman and Chief Executive Officer Garry K. McGuire..................... Chief Financial Officer and Senior Vice President, Operations Charles D. Peiffer................... Vice President and Controller Joseph P. Landy..........,........... Director Mark Leslie.......................... Director Philip Odeen......................... Director Daniel C. Stanzione.................. Director Paula Stern.......................... Director Ronald Zarrella...................... Director
The address of each director and executive officer is c/o Avaya Inc., 211 Mount Airy Road, Basking Ridge, New Jersey 07920. 2 This Schedule TO is also being filed on behalf of Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. The business address of each of the Warburg Pincus Funds is 466 Lexington Avenue, New York, New York 10017, and the business telephone number of each of the Warburg Pincus Funds is (212) 878-0600. The sole general partner of each of the Warburg Pincus Funds is Warburg Pincus & Co. ("WP"), and each of the Warburg Pincus Funds is managed by Warburg Pincus LLC ("WP LLC"). The business address of each of WP and WP LLC is 466 Lexington Avenue, New York, New York 10017, and the business telephone number of each of WP and WP LLC is (212) 878-0600. (b) Warburg, Pincus Equity Partners, L.P., is a limited partnership organized under the laws of the State of Delaware. Each of Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. is a limited partnership organized under the laws of the Netherlands. The principal business of each of the Warburg Pincus Funds is that of a partnership engaged in making private equity and related investments. WP is a general partnership organized under the laws of the State of New York. The principal business of WP is acting as general partner of the Warburg Pincus Funds and other related private equity investment funds. WP LLC is a limited liability company organized under the laws of the State of New York. The principal business of WP LLC is managing each of the Warburg Pincus Funds and other related private equity investment funds. None of the Warburg Pincus Funds, WP or WP LLC has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Warburg Pincus Funds, WP or WP LLC has, during the last five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. (c) (1) Set forth on Schedule A is the name, position and present principal occupation of each of the general partners of WP and members of WP LLC. Except as otherwise indicated on Schedule A, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States. (2) See Item 3(c)(1) above. (3) To the best knowledge of the Warburg Pincus Funds, none of the persons listed under Item 3(c)(1) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (4) To the best knowledge of the Warburg Pincus Funds, none of the persons listed under Item 3(c)(1) has, during the last five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. ITEM 4. TERMS OF THE TRANSACTION. (a) For information regarding the material terms of the Exchange Offer, see the sections of the Offer to Exchange/Prospectus entitled "Questions and Answers About the Exchange Offer," 3 "Summary," and "The Exchange Offer," which sections are incorporated by reference in this Schedule TO. (b) None of the Offerors will be purchasing any of the LYONs from any officer, director or affiliate of Avaya in the Exchange Offer. Following the Exchange Offer, the Warburg Pincus Funds and Avaya have agreed that the Warburg Pincus Funds will convert the LYONs they acquire in the Exchange Offer into shares of Avaya common stock pursuant to the terms of the indenture governing the LYONs as described under the section entitled "Questions and Answers About the Exchange Offer--Will the Warburg Pincus Funds Receive any Cash Proceeds or Compensation from the Exchange Offer?" and "Summary--Backstop Agreement between Avaya and the Warburg Pincus Funds" in the Offer to Exchange/Prospectus, which sections are incorporated by reference in this Schedule TO. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (a) The information set forth in (1) the Offer to Exchange/Prospectus under the captions "Summary--Relationship Between the Warburg Pincus Funds and Avaya," "Summary--Backstop Agreement Between Avaya and the Warburg Pincus Funds" and "Relationship Between Avaya and the Warburg Pincus Funds" is hereby incorporated by reference and (2) Item 6 of the Statement on Schedule 13D filed by the Warburg Pincus Funds, WP and WP LLC on October 12, 2000, as amended March 12, 2002, March 21, 2002 and December 24, 2002 (the "Schedule 13D") is incorporated herein by reference. (b) The information set forth in (1) the Offer to Exchange/Prospectus under the caption "Relationship Between Avaya and the Warburg Pincus Funds--Background of the Exchange Offer" is incorporated herein by reference and (2) the information set forth in Item 4 of the Schedule 13D is incorporated herein by reference. (e) For information regarding agreements, arrangements or understandings between Avaya, the Warburg Pincus Funds, and any other person with respect to the securities of Avaya, see the section of the Offer to Exchange/Prospectus entitled "Relationship Between Avaya and the Warburg Pincus Funds," which section is incorporated by reference in this Schedule TO. ITEM 6. PURPOSE OF TRANSACTION AND PLANS OR PROPOSALS. (a) For information regarding the purpose of the Exchange Offer, see the section of the Offer to Exchange/Prospectus entitled "The Offerors' Reasons for Making the Exchange Offer," which section is incorporated by reference in this Schedule TO. Additionally, the information set forth in Item 4 of Schedule 13D is incorporated herein by reference. (b) For information regarding the disposition of the LYONS to be acquired in the Exchange Offer, see the section of the Offer to Exchange/Prospectus entitled "Use of Proceeds," which section is incorporated by reference in this Schedule TO. (c) For information regarding changes in the capitalization of Avaya, see the section of the Offer to Exchange/Prospectus entitled "Capitalization," and for information regarding changes in the board of directors of Avaya, see the section of the Offer to Exchange/Prospectus entitled "Relationship Between Avaya and the Warburg Pincus Funds," which sections are incorporated by reference in this Schedule TO. Additionally, the information set forth in Item 4 of Schedule 13D is incorporated herein by reference. 4 ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) For information regarding the source of funds for the Exchange Offer, see the sections of the Offer to Exchange/Prospectus entitled "Summary--The Exchange Offer," and "Questions and Answers About the Exchange Offer--What Is the Source of the Cash to be Paid and the Shares to be Issued in the Exchange Offer?," which sections are incorporated by reference in this Schedule TO. (b) Not applicable. (d) Not applicable. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) None of the directors or executive officers of Avaya beneficially own any LYONs. Additionally, the information set forth in Item 5 of the Schedule 13D is incorporated herein by reference. (b) The information set forth in Item 5c of the Schedule 13D is incorporated herein by reference. ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. (a) For information regarding persons employed, retained or compensated in connection with the Exchange Offer, see the section of the Offer to Exchange/Prospectus entitled "Fees and Expenses," which section is incorporated by reference in this Schedule TO. (b) For information regarding officers and employees of Avaya who may be involved in making solicitations in connection with the exchange offer, see the section of the Offer to Exchange/Prospectus entitled "The Exchange Offer-Solicitation," which section is incorporated by reference in this Schedule TO. ITEM 10. FINANCIAL STATEMENTS. (a) The financial statements contained in Avaya's Annual Report on Form 10-K for the fiscal year ended September 30, 2002, and the section of the Offer to Exchange/Prospectus entitled "Summary Historical Financial Information," are incorporated by reference in this Schedule TO. (b) The sections entitled "Capitalization" and "Pro Forma Financial Information" in the Offer to Exchange/Prospectus are incorporated by reference in this Schedule TO. ITEM 11. ADDITIONAL INFORMATION. See the section of the Offer to Exchange/Prospectus entitled "The Exchange Offer--Required Approvals," and "The Exchange Offer--Conditions to the Exchange Offer," which sections are incorporated by reference in this Schedule TO. 5 ITEM 12. EXHIBITS. Exhibit (a)(1)(A) Offer to Exchange/Prospectus, dated December 23, 2002 (incorporated by reference to Avaya's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 23, 2000 (the "Exchange Offer Registration Statement")). Exhibit (a)(1)(B) Letter of Transmittal relating to the Exchange Offer (incorporated by reference to Exhibit 99.1 of the Exchange Offer Registration Statement). Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 of the Exchange Offer Registration Statement). Exhibit (a)(1)(D) Form of Letter to Brokers (incorporated by reference to Exhibit 99.3 of the Exchange Offer Registration Statement). Exhibit (a)(1)(E) Form of Letter to Clients (incorporated by reference to Exhibit 99.4 of the Exchange Offer Registration Statement). Exhibit (a)(1)(F) Text of Press Release issued by Avaya Inc. dated December 23, 2002. Exhibit (d)(1) Backstop Agreement, dated December 23, 2002, among Avaya Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 10.33 of the Exchange Offer Registration Statement). Exhibit (d)(2) Conversion and Exercise Agreement by and among the Company and the Warburg Pincus Entities, dated as of March 10, 2002 (incorporated by reference to Exhibit 10.28 of the Exchange Offer Registration Statement). Exhibit (d)(3) Stock Purchase Agreement by and among the Company and the Warburg Pincus Entities, dated as of March 10, 2002 (incorporated by reference to Exhibit 10.27 of the Exchange Offer Registration Statement). Exhibit (d)(4) Amendment No. 1 to the Backstop Agreement, dated January 13, 2003, by and among Avaya Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 10.34 of the Exchange Offer Registration Statement).
6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 13, 2003 AVAYA INC. By: /s/ GARRY K. MCGUIRE ------------------------------------------------ Name: Garry K. McGuire Title: Chief Financial Officer and Senior Vice President, Operations WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg Pincus & Co., Its General Partner /s/ SCOTT A. ARENARE ------------------------------------------ Name: Scott A. Arenare Title: Partner By: WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. By: Warburg Pincus & Co., Its General Partner /s/ SCOTT A. ARENARE ------------------------------------------ Name: Scott A. Arenare Title: Partner By: WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. By: Warburg Pincus & Co., Its General Partner /s/ SCOTT A. ARENARE ------------------------------------------ Name: Scott A. Arenare Title: Partner By:
7 WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. By: Warburg Pincus & Co., Its General Partner /s/ SCOTT A. ARENARE ------------------------------------------ Name: Scott A. Arenare Title: Partner By:
8 INDEX TO EXHIBITS
EXHIBITS - ------------------------------- Exhibit (a)(1)(A) Offer to Exchange/Prospectus, dated December 23, 2002 (incorporated by reference to Avaya's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 23, 2000 (the "Exchange Offer Registration Statement")). Exhibit (a)(1)(B) Letter of Transmittal relating to the Exchange Offer (incorporated by reference to Exhibit 99.1 of the Exchange Offer Registration Statement). Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 of the Exchange Offer Registration Statement). Exhibit (a)(1)(D) Form of Letter to Brokers (incorporated by reference to Exhibit 99.3 of the Exchange Offer Registration Statement). Exhibit (a)(1)(E) Form of Letter to Clients (incorporated by reference to Exhibit 99.4 of the Exchange Offer Registration Statement). Exhibit (a)(1)(F) Text of Press Release issued by Avaya Inc. dated December 23, 2002 (Previously Filed). Exhibit (d)(1) Backstop Agreement, dated December 23, 2002, among Avaya Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 10.33 of the Exchange Offer Registration Statement). Exhibit (d)(2) Conversion and Exercise Agreement by and among the Company and the Warburg Pincus Entities, dated as of March 10, 2002 (incorporated by reference to Exhibit 10.28 of the Exchange Offer Registration Statement). Exhibit (d)(3) Stock Purchase Agreement by and among the Company and the Warburg Pincus Entities, dated as of March 10, 2002 (incorporated by reference to Exhibit 10.27 of the Exchange Offer Registration Statement). Exhibit (d)(4) Amendment No. 1 to the Backstop Agreement, dated January 13, 2003, by and among Avaya Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated by reference to Exhibit 10.34 of the Exchange Offer Registration Statement).
SCHEDULE A GENERAL PARTNERS OF WP
PRESENT PRINCIPAL OCCUPATION IN ADDITION NAME TO POSITION WITH WP - ---- ------------------------------------------------------------ Joel Ackerman Partner of WP; Member and Managing Director of WP LLC Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC Gregory Back Partner of WP; Member and Managing Director of WP LLC David Barr Partner of WP; Member and Managing Director of WP LLC Larry Bettino Partner of WP; Member and Managing Director of WP LLC Harold Brown Partner of WP; Member and Managing Director of WP LLC Sean D. Carney Partner of WP; Member and Managing Director of WP LLC C. Samantha Chen Partner of WP; Member and Managing Director of WP LLC Mark Colodny Partner of WP; Member and Managing Director of WP LLC Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC Cary J. Davis Partner of WP; Member and Managing Director of WP LLC Stewart K. P. Gross Partner of WP; Member and Managing Director of WP LLC Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC Jeffrey A. Harris Partner of WP; Member and Managing Director of WP LLC Stewart Hen Partner of WP; Member and Managing Director of WP LLC William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC Julie A. Johnson Partner of WP; Member and Managing Director of WP LLC Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC Charles R. Kaye Managing General Partner of WP; Managing Member and Co-President of WP LLC Henry Kressel Partner of WP; Member and Managing Director of WP LLC Joseph P. Landy Managing General Partner of WP; Managing Member and Co-President of WP LLC Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC Kewsong Lee Partner of WP; Member and Managing Director of WP LLC Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC Nancy Martin Partner of WP; Member and Managing Director of WP LLC Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC James Neary Partner of WP; Member and Managing Director of WP LLC Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC Dalip Pathak Partner of WP; Member and Managing Director of WP LLC Lionel I. Pincus Partner of WP; Member and Chairman of WP LLC Stan Raatz Partner of WP; Member and Managing Director of WP LLC John D. Santoleri Partner of WP; Member and Managing Director of WP LLC Henry B. Schacht Partner of WP; Member and Managing Director of WP LLC (on leave of absence since October 2000) Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC Mimi Strouse Partner of WP; Member and Managing Director of WP LLC Barry Taylor Partner of WP; Member and Managing Director of WP LLC Wayne W. Tsou Partner of WP; Member and Managing Director of WP LLC
PRESENT PRINCIPAL OCCUPATION IN ADDITION NAME TO POSITION WITH WP - ---- ------------------------------------------------------------ John L. Vogelstein Partner of WP; Member and Vice Chairman of WP LLC John R. Vrolyk Partner of WP; Member and Managing Director of WP LLC Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC David C. Wenstrup Partner of WP; Member and Managing Director of WP LLC Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC Pincus & Company LLC* NL & Co.**
- ------------------------ * New York limited liability company; primary activity is ownership interest in WP and WP LLC ** New York limited partnership; primary activity is ownership interest in WP. MEMBERS OF WP LLC
PRESENT PRINCIPAL OCCUPATION IN ADDITION NAME TO POSITION WITH WP LLC - ---- ------------------------------------------------------------ Joel Ackerman Member and Managing Director of WP LLC; Partner of WP Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP Gregory Back Member and Managing Director of WP LLC; Partner of WP David Barr Member and Managing Director of WP LLC; Partner of WP Larry Bettino Member and Managing Director of WP LLC, Partner of WP Frank M. Brochin (1) Member and Managing Director of WP LLC Harold Brown Member and Managing Director of WP LLC; Partner of WP Sean D. Carney Member and Managing Director of WP LLC; Partner of WP C. Samantha Chen Member and Managing Director of WP LLC; Partner of WP Mark Colodny Member and Managing Director of WP LLC; Partner of WP Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP Cary J. Davis Member and Managing Director of WP LLC; Partner of WP Tetsuya Fukagawa (2) Member and Managing Director of WP LLC Stewart K. P. Gross Member and Managing Director of WP LLC; Partner of WP Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP Jeffrey A. Harris Member and Managing Director of WP LLC; Partner of WP Stewart Hen Member and Managing Director of WP LLC; Partner of WP Sung-Jin Hwang (3) Member and Managing Director of WP LLC William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP Julie A. Johnson Member and Managing Director of WP LLC; Partner of WP Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP Charles R. Kaye Managing Member and Co-President of WP LLC; Managing General Partner of WP Rajesh Khanna (4) Member and Managing Director of WP LLC Henry Kressel Member and Managing Director of WP LLC; Partner of WP Rajiv B. Lall (4) Member and Managing Director of WP LLC Joseph P. Landy Managing Member and Co-President of WP LLC; Managing General Partner of WP Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP Kewsong Lee Member and Managing Director of WP LLC; Partner of WP Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
PRESENT PRINCIPAL OCCUPATION IN ADDITION NAME TO POSITION WITH WP LLC - ---- ------------------------------------------------------------ Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP Nicholas J. Lowcock (5) Member and Managing Director of WP LLC John W. MacIntosh (6) Member and Managing Director of WP LLC Nancy Martin Member and Managing Director of WP LLC; Partner of WP Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP James Neary Member and Managing Director of WP LLC; Partner of WP Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP Dalip Pathak Member and Managing Director of WP LLC; Partner of WP Lionel I. Pincus Member and Chairman of WP LLC; Partner of WP Pulak Chandan Prasad (4) Member and Managing Director of WP LLC Stan Raatz Member and Managing Director of WP LLC; Partner of WP John D. Santoleri Member and Managing Director of WP LLC; Partner of WP Henry B. Schacht Member and Managing Director of WP LLC; Partner of WP (on leave of absence since October 2000) Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP Joseph C. Schull (6) Member and Managing Director of WP LLC Melchior Stahl (7) Member and Managing Director of WP LLC Mimi Strouse Member and Managing Director of WP LLC Chang Q. Sun (8) Member and Managing Director of WP LLC Barry Taylor Member and Managing Director of WP LLC, Partner of WP Wayne W. Tsou Member and Managing Director of WP LLC, Partner of WP John L. Vogelstein Member and Vice Chairman of WP LLC; Partner of WP John R. Vrolyk Member and Managing Director of WP LLC; Partner of WP Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP David C. Wenstrup Member and Managing Director of WP LLC; Partner of WP Jeremy S. Young (5) Member and Managing Director of WP LLC Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP Pincus & Company LLC*
- ------------------------ (1) Citizen of France (2) Citizen of Japan (3) Citizen of Korea (4) Citizen of India (5) Citizen of United Kingdom (6) Citizen of Canada (7) Citizen of Germany (8) Citizen of Hong Kong * New York limited liability company; primary activity is ownership interest in WP and WP LLC [here] -----END PRIVACY-ENHANCED MESSAGE-----