-----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, FsaqWZpGWLWKUE5sIEGtz69dhC3Lf6DxRiA0WcKXv17oaO3+mA4K+liFwm203ERx V7V7KJzaHifyZuv51UBC2g== 0000950131-97-006208.txt : 19971017 0000950131-97-006208.hdr.sgml : 19971017 ACCESSION NUMBER: 0000950131-97-006208 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971016 SROS: NONE GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON CORPORATION GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON INC GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN & CO INC CENTRAL INDEX KEY: 0000798246 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 581651326 STATE OF INCORPORATION: GA FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-38685 FILM NUMBER: 97696888 BUSINESS ADDRESS: STREET 1: 1155 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 9122755412 MAIL ADDRESS: STREET 1: P O BOX 1048 CITY: DUBLIN STATE: GA ZIP: 31040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON INC CENTRAL INDEX KEY: 0000036121 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132853402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 E 52ND ST STREET 2: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129092000 MAIL ADDRESS: STREET 1: 55 E 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055-0186 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON INC DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON GROUP INC/DE DATE OF NAME CHANGE: 19931029 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ Schedule 13D ------------ Under the Securities Exchange Act of 1934 Forstmann & Company, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 34659D10 (CUSIP Number) William W. Chandler Credit Suisse First Boston, Inc. 11 Madison Avenue New York, NY 10010 (212) 325-3498 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1997 (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 [_]. - ------------------ ------------------ CUSIP NO. 34659D10 SCHEDULE 13D PAGE 2 OF 16 PAGES - ------------------ ------------------ - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Suisse First Boston, Inc. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,006,345 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,006,345 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,006,345 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 23.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 HC - -------------------------------------------------------------------------------- - ------------------ ------------------ CUSIP NO. 34659D10 SCHEDULE 13D PAGE 3 OF 16 PAGES - ------------------ ------------------ - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Suisse First Boston Management Corporation - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 435,178 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 435,178 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 435,178 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.9% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 CO - -------------------------------------------------------------------------------- - ------------------ ------------------ CUSIP NO. 34659D10 SCHEDULE 13D PAGE 4 OF 16 PAGES - ------------------ ------------------ - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Suisse First Boston Corporation - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Massachusetts - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 571,167 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 571,167 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 571,167 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 BD - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Schedule relates to the common stock, $.01 par value (the "Common Stock") of Forstmann & Company, Inc., a Georgia corporation ("Forstmann"). The principal executive offices of Forstmann are located at 1185 Avenue of the Americas, New York, NY 10036. Pursuant to an order of the United States Bankruptcy Court for the Southern District of New York, dated July 9, 1997, the First Amended Plan of Reorganization of Forstmann & Company, Inc. under Chapter 11 of the Bankruptcy Code (the "Plan") was confirmed. Pursuant to the Plan and as of July 23, 1997 (the "Effective Date"), among other things, (a) the existing common stock, par value $.001 per share, of Forstmann (the "Old Common Stock") was canceled and (b) record holders of Allowed Claims (as defined in the Plan) in Class 5 (as defined in the Plan) became entitled to receive shares of Common Stock, a new class of common stock of Forstmann. Forstmann has apparently taken the position that it is unnecessary to amend its current registration statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to effect registration of the Common Stock even though the Common Stock has a different par value from the Old Common Stock. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by (a) Credit Suisse First Boston Management Corporation ("CSFBMC"), a Delaware corporation, as the beneficial owner of 435,178 shares of Common Stock, (b) Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts corporation and a broker-dealer registered under Section 15 of the Exchange Act, as the beneficial owner of 571,167 shares of Common Stock, and (c) Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware corporation, which may be deemed the indirect beneficial owner of 1,006,345 shares of Common Stock by virtue of its ownership of 100 percent of the outstanding capital stock of CSFBMC and CSFBC. CSFBI, CSFBMC, and CSFBC are collectively referred to herein as the "Reporting Persons." The principal business of CSFBI is acting as a holding company. CSFBMC is a dealer in commercial paper, other exempt securities and derivative products such as interest rate swaps, and invests in certain other assets. The principal business of CSFBC is rendering broker dealer and investment banking services. The principal business address and address of the principal office of each of the Reporting Persons is 11 Madison Avenue, New York, NY 10010. The ultimate parent company of CSFBI is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. The principal business of CSG is acting as a holding company for a group of companies in the financial services and energy businesses. CSG's principal business address and the address of its principal office is Nuschelerstrasse 1, CH-8070 Zurich, Switzerland. CSG, for purposes of federal securities laws, may be deemed ultimately to control CSFBI. CSG, its executive officers and directors, and its direct and indirect subsidiaries, in addition to the Reporting Persons, may beneficially own shares of the Common Stock and such shares are not reported in this statement. CSG disclaims beneficial ownership of shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Persons. With regard to the information required for Items 3 through 6 of Schedule 13D with respect to any Common Stock that may be beneficially owned by the non-U.S. executive officers and directors of CSG, the Reporting Persons are not aware of any information required to be disclosed hereunder. However, the Reporting Persons are still in the process of making reasonable efforts to gather such information, and the Reporting Persons will amend this Schedule 13D if appropriate. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of CSFBI, CSFBMC, Page 5 of 16 Pages CSFBC, and CSG is set forth on Schedule I hereto, which is hereby incorporated by reference thereto. Effective as of January 1, 1997, CSG reorganized its corporate structure. Pursuant to the reorganization, Credit Suisse First Boston ("CSFB"), a direct subsidiary of CSG, became the sole shareholder of CSFBI. CSFB is a Swiss bank whose principal business is providing a wide range of financial services to corporate, institutional, and public sector clients worldwide. CSFB's principal business address and the address of its principal office is Uetlibergstrasse 231, Uetlihof, CH-8070 Zurich, Switzerland. CSFB, for purposes of federal securities laws, may be deemed to control CSFBI. CSFB, its executive officers and directors, and its direct and indirect subsidiaries, in addition to the Reporting Persons, may beneficially own shares of the Common Stock and such shares are not reported in this statement. CSFB disclaims beneficial ownership of shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Persons. None of the Reporting Persons, CSFB, CSG, or any of the Reporting Persons' or CSG's executive officers or directors listed on Schedule I during the last five years (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Under the Plan as described in Item 1, CSFBMC and CSFBC became entitled to receive 435,178 shares and 571,167 shares, respectively, of Common Stock for Allowed Claims in Class 5 beneficially owned by CSFBMC and CSFBC as of July 23, 1997, the Effective Date. ITEM 4. PURPOSE OF TRANSACTION CSFBMC became entitled to receive 435,178 shares of Common Stock, and CSFBC became entitled to receive 571,167 shares of Common Stock, in the manner described in Item 3 above. Except as described below and in Item 6, the Reporting Persons have no plans or proposals that would result in (1) the acquisition by any person of additional securities of Forstmann or the disposition of securities of Forstmann; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of Forstmann or any of its subsidiaries; (3) a sale or transfer of a material amount of assets of Forstmann or any of its subsidiaries; (4) any change in the present board of directors or management of Forstmann, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of Forstmann; (5) any material change in the present capitalization or dividend policy of Forstmann; (6) any other material change in the business or corporate structure of Forstmann; (7) changes in the charter, by-laws, or instruments corresponding thereto of Forstmann, or other actions which may impede the acquisition of control of Forstmann by any person; (8) any class of securities of Forstmann being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (9) any class of equity securities of Forstmann becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (10) any action similar to any of those enumerated above. The Reporting Persons, however, reserve the right to change their plans or intentions at any time and to take any and all actions that they deem appropriate to maximize the value of their investment including, among other things, from time to time increasing or decreasing the number of shares of Common Stock by acquiring additional shares, or by disposing of all or a portion of the shares of Common Stock in open market or privately negotiated transactions or otherwise, depending on existing market conditions and other Page 6 of 16 Pages considerations discussed below. The Reporting Persons intend to review their investment in Forstmann on a continuing basis and, depending upon the price and availability of Common Stock, subsequent developments affecting Forstmann, the general business and future prospects of Forstmann, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of their investment in Forstmann. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) CSFBMC beneficially owns 435,178 shares of Common Stock, which constitute 9.9% of the Common Stock estimated to be outstanding as of the issuance of the shares of Common Stock pursuant to the Plan. CSFBC beneficially owns 571,167 shares of Common Stock, which constitute 13.0% of the Common Stock estimated to be outstanding as of the issuance of the shares of Common Stock pursuant to the Plan. CSFBI may be deemed the indirect beneficial owner of 1,006,345 shares of Common Stock, which constitute 23.0% of the Common Stock estimated to be outstanding as of the issuance of the shares of Common Stock pursuant to the Plan, by virtue of its ownership of 100 percent of the outstanding capital stock of CSFBMC and CSFBC. (b) CSFBMC, through its ownership of 435,178 shares of Common Stock, and CSFBI, by virtue of its ownership of 100 percent of the outstanding capital stock of CSFBMC, may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 435,178 shares of Common Stock. CSFBC, through its ownership of 571,167 shares of Common Stock, and CSFBI, by virtue of its ownership of 100 percent of the outstanding capital stock of CSFBC, may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 571,167 shares of Common Stock. (c) During the past 60 days, the Reporting Persons have not effected any transactions relating to the Common Stock, except as described in Item 3. To the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons listed on Schedule I hereto has effected any transaction relating to the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described below, the Reporting Persons do not have any contract, arrangement, understanding, or relationship with any other person with respect to any security of Forstmann. CSFBC is a party to a registration rights agreement (the "Agreement") by and among Forstmann and certain holders of Common Stock, dated as of the Effective Date, with respect to the registration of certain shares of Common Stock. Under the terms of the Agreement, among other things, Forstmann shall (i) cause to be filed not later than 120 days after the Effective Date a registration statement (the "Registration Statement") pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended, providing for the resale of shares of Common Stock held by, among others, CSFBC on a continuous basis from time to time in the open market or otherwise, provided however, that Forstmann shall have the right for proper corporate reasons, determined in good faith by its Board of Directors, to extend such 120 day period to a date not later than March Page 7 of 16 Pages 31, 1998 and (ii) use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after such filing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No Description - ---------- ----------- 99 First Amended Plan of Reorganization of Forstmann & Company, Inc., as confirmed by the United States Bankruptcy Court for the Southern District of New York, dated May 14, 1997 (filed as Exhibit 1 to the Current Report on Form 8-K of Forstmann, dated July 9, 1997, and incorporated herein by reference thereto). * * * Page 8 of 16 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. Dated: October 16, 1997 CREDIT SUISSE FIRST BOSTON, INC. By: /s/ Rhonda G. Matty --------------------------- Name: Rhonda G. Matty Title: Assistant Secretary CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION By: /s/ Rhonda G. Matty --------------------------- Name: Rhonda G. Matty Title: Assistant Secretary CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Rhonda G. Matty --------------------------- Name: Rhonda G. Matty Title: Assistant Secretary Page 9 of 16 Pages SCHEDULE I CERTAIN INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON, INC., CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION, CREDIT SUISSE FIRST BOSTON CORPORATION, AND CREDIT SUISSE GROUP None of the persons named in Parts A through C below is a record owner of any Common Stock. For information regarding the persons named in Part D below, see Item 2. A. CREDIT SUISSE FIRST BOSTON, INC.
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship Occupation and Principal Business of Employer Hans-Ulrich Doerig, 11 Madison Avenue Chief Executive Officer, Switzerland Director, Chairman of the New York, NY 10010 Credit Suisse First Boston Board & Chief Executive Officer Brady Dougan, 11 Madison Avenue Managing Director, USA Director New York, NY 10010 Credit Suisse First Boston Stephen A.M. Hester, 11 Madison Avenue Chief Financial Officer, UK Director, Chief Financial New York, NY 10010 Credit Suisse First Boston Officer Marc R. Hotimsky, 11 Madison Avenue Managing Director, UK Director New York, NY 10010 Credit Suisse First Boston Robert C. O'Brien, 11 Madison Avenue Managing Director, USA Director New York, NY 10010 Credit Suisse First Boston Charles Ward III, 11 Madison Avenue Managing Director, USA Director New York, NY 10010 Credit Suisse First Boston Allen D. Wheat, 11 Madison Avenue President, Chief Operating USA Director, President, New York, NY 10010 Officer, Chief Operating Officer Credit Suisse First Boston Andrew D. Stone, 11 Madison Avenue Managing Director, USA Vice President New York, NY 10010 Credit Suisse First Boston Carlos Onis, 11 Madison Avenue Managing Director & Chief USA Controller New York, NY 10010 Financial Officer, Credit Suisse First Boston Corporation Stuart Min, 11 Madison Avenue Director & Deputy General USA Deputy General Counsel New York, NY 10010 Counsel, Credit Suisse First Boston
Page 10 of 16 Pages
(a) Name and Title (b) Business Address (c) Present Principal (f)Citizenship Occupation and Principal Business of Employer Lori M. Russo, 11 Madison Avenue Vice President & Secretary, USA Secretary New York, NY 10010 Credit Suisse First Boston Corporation Rhonda G. Matty, 11 Madison Avenue Assistant Vice President & USA Assistant Secretary New York, NY 10010 Assistant Secretary, Credit Suisse First Boston Corporation Lewis H. Wirshba, 11 Madison Avenue Managing Director & USA Treasurer New York, NY 10010 Treasurer, Credit Suisse First Boston Corporation Anthony J. Cetta, 11 Madison Avenue Managing Director & Senior USA Director of Taxes New York, NY 10010 Advisor, Credit Suisse First Boston Corporation
B. CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship Occupation and Principal Business of Employer Stephen A.M. Hester, 11 Madison Avenue Chief Financial Officer, UK Director, Chief Financial New York, NY 10010 Credit Suisse First Boston Officer Craig Foster, 11 Madison Avenue Managing Director, USA Director & Chairman New York, NY 10010 Credit Suisse First Boston Brady Dougan, 11 Madison Avenue Managing Director, USA Director New York, NY 10010 Credit Suisse First Boston Charles C. Ward III, 11 Madison Avenue Managing Director, USA Director New York, NY 10010 Credit Suisse First Boston Lori M. Russo, 11 Madison Avenue Vice President & Secretary, USA Secretary New York, NY 10010 Credit Suisse First Boston Corporation Rhonda G. Matty, 11 Madison Avenue Assistant Vice President & USA Assistant Secretary New York, NY 10010 Assistant Secretary, Credit Suisse First Boston Corporation
Page 11 of 16 Pages
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship Occupation and Principal Business of Employer Benjamin H. Cohen, 11 Madison Avenue Managing Director, USA Vice President New York, NY 10010 Credit Suisse First Boston Lewis H. Wirshba, 11 Madison Avenue Managing Director & USA Treasurer New York, NY 10010 Treasurer, Credit Suisse First Boston Diane Manno, 11 Madison Avenue Director & Assistant Treasurer, USA Assistant Treasurer New York, NY 10010 Credit Suisse First Boston Carlos Onis, 11 Madison Avenue Managing Director & Chief USA Vice President & Controller New York, NY 10010 Financial Officer, Credit Suisse First Boston Corporation Anthony J. Cetta, 11 Madison Avenue Managing Director & Senior USA Vice President & Director New York, NY 10010 Advisor, of Taxes Credit Suisse First Boston Corporation
C. CREDIT SUISSE FIRST BOSTON CORPORATION
(a) Name and Title (b) Business Address (c) Present Principal Occupation (f) Citizenship and Principal Business of Employer Allen D. Wheat President, 11 Madison Avenue, President & Chief Operating USA Chief Executive Officer & New York, NY 10010 Officer, Credit Suisse Board Member First Boston Craig H. Foster, Managing 11 Madison Avenue, Managing Director, Credit USA Director & Board Member New York, NY 10010 Suisse First Boston Brady W. Dougan, Managing 11 Madison Avenue, Managing Director, Credit USA Director & Board Member New York, NY 10010 Suisse First Boston Carlos Onis, Chief 11 Madison Avenue, Controller, Credit Suisse USA Financial Officer & Board New York, NY 10010 First Boston Member Charles G. Ward III, 11 Madison Avenue, Managing Director, Credit USA Managing Director & Board New York, NY 10010 Suisse First Boston Member Richard C. Holbrooke, Vice 11 Madison Avenue, Vice Chairman, Credit USA Chairman New York, NY 10010 Suisse First Boston Corporation
Page 12 of 16 Pages
Ken Miller, Vice 11 Madison Avenue, Vice Chairman, Credit USA Chairman New York, NY 10010 Suisse First Boston Corporation David C. Mulford, Vice 11 Madison Avenue, Chairman, Credit Suisse United Kingdom Chairman New York, NY 10010 First Boston Europe Frank J. Decongelio, 11 Madison Avenue, Managing Director, Credit USA Managing Director & New York, NY 10010 Suisse First Boston Director of Operations Lori M. Russo, 11 Madison Avenue, Vice President & Secretary, USA Vice President & New York, NY 10010 Credit Suisse First Boston Secretary Corporation Lewis H. Wirshba, Managing 11 Madison Avenue, Treasurer, Credit Suisse USA Director & Treasurer New York, NY 10010 First Boston Corporation Rochelle Pullman, Director & 11 Madison Avenue, Controller, Credit Suisse USA Controller New York, NY 10010 First Boston Corporation D. CREDIT SUISSE GROUP (a) Name (b) Business Address (c) Present Principal Occupation (f) Citizenship and Principal Business of Employer Board of Directors of Credit Suisse Group: Rainer E. Gut Credit Suisse Group Chairman of the Board, Switzerland Postfach 1 Credit Suisse Group CH-8070 Zurich, Switzerland Helmut O. Maucher Nestle S.A. Vice Chairman of the Board, Germany CH-1800 Vevey, Credit Suisse Group, Switzerland Chairman of the Board and CEO, Nestle SA Ulrich Albers Albers & Co. Partner, Albers & Co. Switzerland Postfach 4276 CH-8022 Zurich, CH-8044 Zurich, Switzerland Thomas W. Bechler Postfach Chairman of the Board, Switzerland CH-8700 Kusnacht, Zellweger Luna AG Switzerland
Page 13 of 16 Pages Ulrich Bremi Swiss Re Chairman of the Board, Switzerland Postfach Swiss RE CH-8022 Zurich, Switzerland Jean-Daniel Cornaz Vetropack Holding Ltd. Vice Chairman and CEO, Switzerland P.O. Box Vetropack Holding Ltd. CH-8180 Bulach, Switzerland Gianfranco Cotti Studio Legale-Notarile Lawyer Switzerland Cotti Spiess Brunoni Pedrazzini Largo Zorzi 12 CH-6600 Locano, Switzerland Arthur Dunkel Boulevard du Theatre 6-4 Former General Manager of Switzerland CH-1204 Geneva, GATT Switzerland Robert L. Geraillard 1, Quai du Mont Blanc Vice Chairman of the Switzerland P.O. Box 1304 Supervisory Board, CH-1211 Geneva, TBG 1 Holdings, N.V. Switzerland Adolf Gugler Electrowatt Ltd. Chairman of the Board, Switzerland Postfach Electrowatt Ltd. CH-8022 Zurich, Switzerland Heini Lippuner Novartis Inc. Member of the Board, Switzerland CH-4002 Basle, Novartis International Inc. Switzerland Otto Loepfe Im oberen Tollacher 5 Former President and CEO, Switzerland CH-8162 Steinmaur, Swissair Group, now Member Switzerland of the Board of Directors, Swissair Group Erich Muller Sulzer Ltd. Executive Vice President, Switzerland Postfach 414 Sulzer Ltd. CH-8401 Winterthur, Switzerland
Page 14 of 16 Pages Thomas Schmidheiny Zurcherstrasse 156 Chairman of the Board of Switzerland CH-8845 Jona, Directors and of the Switzerland Executive Committee, "Holderbank" Financiere Glaris Ltd. Ernst Schneider Credit Suisse Former Chairman of the Switzerland Postfach 10 Board of Directors, Bank CH-8070 Zurich, Leu Switzerland Verena Spoerry Claridenstrasse 3 Member of the Council of Switzerland CH-8810 Horgen, States Switzerland Theodor M. Tschopp Alusuisse Lonza Holding Chairman of the Board, Switzerland Ltd. Alusuisse-Lonza Holding Ltd. Feldeggstrasse 4 CH-8034 Zurich, Switzerland Executive Officers of Credit Suisse Group: Lukas Muhlemann Credit Suisse Group Chief Executive Officer, Switzerland Postfach 1 Credit Suisse Group CH-8070 Zurich, Switzerland Philip M. Colebatch Credit Suisse Asset Executive Board Member, Australia Management Credit Suisse Group Beaufort House 15 St. Botolph Street London, EC3A 7JJ Klaus Jenny Credit Suisse Private Credit Suisse Private Switzerland Banking Banking Postfach 500 CH-8070 Zurich, Switzerland Paul Meier Credit Suisse Executive Board Member, Switzerland Postfach 100 Credit Suisse Group CH-8070 Zurich, Switzerland Hans-Ulrich Doerig Credit Suisse First Boston Executive Board Member, Switzerland Postfach 800 Credit Suisse Group CH-8070 Zurich Switzerland
Page 15 of 16 Pages
Allen D. Wheat Credit Suisse First Boston Executive Board Member, U.S.A. 11 Madison Avenue Credit Suisse Group New York, NY 10010-3629 Oswald J. Grubel Credit Suisse First Boston Executive Board Member, Germany Postfach 800 Credit Suisse Group CH-8070 Zurich, Switzerland Richard E. Thornburgh Credit Suisse Group Chief Financial Officer U.S.A. Postfach 1 CH-8070 Zurich, Switzerland
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