SC 13D/A 1 a2155993zsc13da.htm SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

(Amendment No. 4)1
Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

USHEALTH GROUP, INC.
(Name of Issuer)

Common Stock, par value $.01
(Title of Class of Securities)

    9173P109    
(CUSIP Number)

Ivy B. Dodes
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010
(212) 325-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

April 15, 2005
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page will 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 will be subject to all other provisions of the Act (however, see the Notes).

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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.


    CUSIP No.            9173P109        

1.   NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit.
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
                (b)  ý
3.   SEC USE ONLY

 		           
4.   SOURCE OF FUNDS
Not applicable
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                ý
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland

NUMBER OF
SHARES
 
7.
 
SOLE VOTING POWER
None
 
 
BENEFICIALLY  
OWNED BY
EACH		   8.   SHARED VOTING POWER
47,210,376 shares of Common Stock, par value $.01		    
REPORTING  
PERSON
WITH		   9.   SOLE DISPOSITIVE POWER
None
 		   
       
        10.   SHARED DISPOSITIVE POWER
47,210,376 Shares of Common Stock, par value $.01		    
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,210,376 shares of Common Stock, par value $.01
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    
                o
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93%
14.   TYPE OF REPORTING PERSON
BK, HC, OO

Item 1—Security and Issuer

        This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and supplements the Statement on Schedule 13D, filed on April 12, 1999 (the "Initial Schedule 13D"), Amendment No. 1, filed on August 22, 2003 ("Amendment No. 1"), Amendment No. 2, filed on January 6, 2004 ("Amendment No. 2") and Amendment No. 3, filed on January 13, 2005, relating to the Common Stock of USHEALTH Group, Inc. ("USHEALTH" or the "Company", formerly Ascent Assurance, Inc.). The principal executive offices of USHEALTH are located at 3100 Burnett Plaza, Unit 33, 801 Cherry Street, Fort Worth, Texas 76102. The Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 are collectively referred to herein as "Schedule 13D." Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings set forth in the Initial Schedule 13D.

Item 2—Identity and Background

        This Schedule 13D is being filed on behalf of Credit Suisse First Boston, a Swiss bank (the "Bank"), on behalf of itself and its subsidiaries, to the extent that they constitute the Credit Suisse First Boston business unit (the "CSFB business unit") excluding Asset Management (as defined below) (the "Reporting Person"). The Bank is filing this Schedule 13D on behalf of the Reporting Person in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).

        As noted above, the Bank is filing on behalf of itself and its subsidiaries, to the extent that they constitute the CSFB business unit excluding Asset Management (as defined below). The CSFB business unit is also comprised of an asset management business principally conducted under the brand name Credit Suisse Asset Management ("Asset Management"). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. Asset Management provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide.

        The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware corporation. The ultimate parent company of the Bank and CSFBI, and the direct owner of the remainder of the voting stock of CSFBI, is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland.

        CSFBI owns all of the voting stock of Credit Suisse First Boston (USA) Inc. ("CSFB-USA"), a Delaware corporation and holding company. CSFB-USA is the sole member of Credit Suisse First Boston LLC ("CSFB LLC"), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies, including the Issuer. CSFB LLC is the successor company of Credit Suisse First Boston Corporation ("CSFBC"), and all references hereinafter to CSFBC shall be deemed to refer to CSFB LLC.

        Special Situations Holdings, Inc.—Westbridge ("SSH"), a Delaware corporation and a wholly owned subsidiary of CSFB LLC, is the holder of record of the shares of Common Stock to which this Schedule 13D relates. CAA Acquisition Corp. ("CAA") is a wholly owned subsidiary of SSH. On April 15, 2005, SSH agreed to contribute all of the Common Stock of the Company it owns to CAA. CAA then intends to effect a short form merger under Delaware law with and into the Company. Credit Suisse First Boston Management LLC ("Management LLC"), a Delaware limited liability company whose sole member is CSFB-USA, was until December 31, 2003, the holder of the Company's 12% Note due April 17, 2004 (the "Notes"). On December 31, 2003, the Company completed a restructuring of the Notes held by affiliates of the Bank that has resulted in an extension of the maturity dates of such Notes from April 17, 2004 until March 24, 2010. The restructuring of the terms of the Notes was effected pursuant to an amendment of the Credit Agreement dated as of April 17, 2001 between the Company and Management LLC. In addition to the extension of the maturity date of

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the Notes, the interest rate of the Notes was reduced from 12% to 6% per annum. Also, a $1.5 million facility fee that was payable upon maturity of the Notes was waived. The Company and Management LLC agreed that the Notes will be subordinate to up to $10 million in borrowings under the Frost Credit Agreement (as defined below). The Company, certain of its subsidiaries, Management LLC, SSH, Ascent Funding, Inc. and The Frost National Bank entered into an Intercreditor and Subordination Agreement dated as of December 31, 2003 to give effect to this subordination agreement.

        CSG is a global financial services company with three distinct business units. In addition to the CSFB business unit, CSG is comprised of the Credit Suisse business unit (the "Credit Suisse business unit") and the Winterthur business unit (the "Winterthur business unit"). The Credit Suisse business unit offers global private banking and corporate and retail banking services in Switzerland. The Winterthur business unit provides life and non-life insurance and pension products to private and corporate clients worldwide. CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

        CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management, the Credit Suisse business unit and the Winterthur business unit) may beneficially own shares of Common Stock of the Company to which this Schedule 13D relates and such shares are not reported in this Schedule 13D. CSG disclaims beneficial ownership of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of Asset Management, the Credit Suisse business unit, the Winterthur business unit, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC and CAA disclaims beneficial ownership of Common Stock beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Common Stock beneficially owned by CSG, Asset Management, the Credit Suisse business unit and the Winterthur business unit.

        The address of the Bank's principal office and business is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the principal office and business of each of the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC and CAA is Eleven Madison Avenue, New York, New York 10010. Set forth on Schedules A-1 to A-7 hereto, which are incorporated herein by reference, is the name, business address, citizenship and present principal occupation or employment of each of the directors and executive officers of each of the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC and CAA, as of the date hereof (the "CSFB Officers and Directors").

        During the past five years, none of (i) the Reporting Person, (ii) to the Reporting Person's knowledge, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC and CAA (collectively, the "CSFB Entities"), or (iii) to the Reporting Person's knowledge, the CSFB Officers and Directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        Except as otherwise provided herein, during the past five years, none of (i) the Reporting Person, (ii) to the Reporting Person's knowledge, the CSFB Entities, or (iii) to the Reporting Person's knowledge, the CSFB Officers and Directors, was a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

        On January 22, 2002, CSFBC, without admitting or denying any alleged violation, entered into coordinated settlements with NASD Regulation, Inc. (the "NASDR") and the Securities and Exchange Commission (the "SEC") resolving all outstanding investigations of CSFBC into the allocation of shares in initial public offerings ("IPOs"). CSFB-USA was then the sole stockholder of CSFBC.

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        CSFBC consented to these settlements without admitting or denying any of the allegations made in the SEC's Complaint or the Letter of Acceptance, Waiver and Consent ("AWC") filed with the NASDR. The SEC and NASDR alleged that, between April 1999 and June 2000, certain CSFBC employees allocated many shares in IPOs to over 100 customers with whom they had improper profit-sharing arrangements. The NASDR and SEC alleged that certain employees allocated "hot" IPO shares to certain customers who paid CSFBC a portion of the profits (between 33 and 65 percent) that they made when they sold their IPO stock, by paying inflated brokerage commissions on transactions unrelated to such IPO shares.

        Under the terms of the coordinated settlement:

    •
    CSFBC paid a total of $100 million. This amount included $30 million in fines and civil penalties divided evenly between the SEC and the NASDR, and a total of $70 million in disgorgement, $35 million of which was paid to the U.S. Treasury and $35 million of which was paid to the NASDR, representing the monies obtained as a result of the conduct described by the SEC and the NASDR. The SEC determined in this case that it was appropriate and in the public interest to pay funds to the U.S. Treasury rather than to any third parties.

    •
    CSFBC has adopted and implemented revised policies and procedures for allocating IPOs in its broker-dealer operations. The SEC and the NASD have reviewed these policies and procedures. These included the establishment of an IPO Allocation Review Committee, a process for the pre-qualification of accounts before they are eligible to receive IPO allocations and enhanced supervisory procedures, which includes the review of commissions paid by certain accounts receiving allocations around the time of the IPO. CSFBC also agreed to retain an independent consultant to review the implementation of these policies and procedures one year from the date of the settlement.

        In the NASDR settlement, CSFBC, without admitting or denying any findings, consented to a censure and findings that it violated NASD Rules 2110, 2330, 2710, 3010 and 3110. These Rules (a) require broker-dealers to adhere to just and equitable principles of trade, (b) prohibit broker-dealers from sharing in the profits of client accounts except as specifically provided, (c) require a managing underwriter to file certain information that may have a bearing on the NASDR's review of underwriting arrangements, (d) require members to establish, maintain and enforce a reasonable supervisory system and (e) require broker-dealers to maintain certain books and records.

        The NASDR AWC also found violations of Section 17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and SEC Rule 17a-3 thereunder, which are incorporated by NASD Rule 3110 and similarly impose certain record keeping requirements on CSFBC as a broker-dealer. In the SEC settlement, CSFBC, without admitting or denying the allegations of the Complaint, consented to entry by the District Court for the District of Columbia of a final judgment that: (1) permanently enjoined CSFBC, directly or indirectly, from violations of NASD Conduct Rules 2110 and 2330 and Section 17(a)(1) of the Exchange Act and SEC Rule 17(a)(3) and (2) ordered CSFBC to comply with certain undertakings.

        Neither the SEC nor NASDR made any allegations or findings of fraudulent conduct by CSFBC. Further, neither the SEC nor the NASDR alleged that any IPO prospectus was rendered false or misleading by CSFBC's conduct or that this conduct affected either the offering price of an IPO or the price at which any IPO stock traded in the aftermarket.

        On August 13, 2002, Mr. John A. Ehinger, an executive officer of CSFB-USA and board member of CSFBC LLC, without admitting or denying any alleged violation, entered into a settlement with the NASDR resolving outstanding investigations of Mr. Ehinger into his alleged failure to supervise with a view toward preventing CSFBC's violations of NASD Rules 2110, 2330, 2710 and 3110, and Section 17(a) of the Exchange Act and SEC Rule 17a-3 thereunder. Under the terms of the settlement,

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Mr. Ehinger agreed to (1) the payment of a fine of $200,000, (2) a suspension from associating with a member firm in any and all capacities for 30 calendar days, and (3) a suspension from acting in any supervisory capacity for 30 additional calendar days, such supervisory suspension beginning after the suspension in all capacities had been served.

        On October 31, 2003, the U.S. District Court for the Southern District of New York (the "SDNY") approved the global settlement among a number of Wall Street firms, including CSFB LLC, and a coalition of state and federal regulators and self-regulatory organizations (the "Global Settlement"). CSFB LLC, without admitting or denying any alleged violation, consented to the Global Settlement and thereby resolved an SEC complaint filed on April 28, 2003, in the SDNY. In this complaint, the SEC alleged that, from July 1998 to December 2001, CSFB LLC engaged in acts and practices that created or maintained inappropriate influence over research analysts, thereby imposing conflicts of interest on research analysts that CSFB LLC failed to manage in an adequate or appropriate manner. The SEC's complaint also alleged that CSFB LLC engaged in inappropriate "spinning" of "hot" IPO allocations in violation of New York Stock Exchange ("NYSE") and NASDR rules requiring adherence to high business standards and just and equitable principles of trade, and that CSFB LLC's books and records relating to certain transactions violated the broker-dealer record-keeping provisions of Section 17(a) of the Exchange Act, NYSE Rules 401, 440 and 476(a)(6) and NASD Conduct Rules 2110 and 3110.

        Under the terms of the Global Settlement:

    •
    CSFB LLC agreed to pay the following amounts: $75 million as a penalty, $75 million as disgorgement of commissions and other monies for restitution for investors, and $50 million to be used to fund independent research. This $50 million to fund independent research is payable over a five year period.

    •
    CSFB LLC is required, among other things, to: (i) separate its research and investment banking departments and make independent research available to investors, (ii) prohibit its analysts from receiving compensation for investment banking activities and prohibit analysts' involvement in investment banking "pitches" and "roadshows," (iii) contract, for a five-year period, with no fewer than three independent research firms that will make available independent research to CSFB's customers and (iv) make its analysts' historical price targets (among other things) publicly available.

    •
    CSFB LLC is permanently restrained and enjoined from violating Sections 15(c) and 17(a) of the Exchange Act, Exchange Act Rules 15c1-2 and 17a-3, NASD Conduct Rules 2110, 2210, 3010, and 3110, and NYSE Rules 342, 401, 440, 472, and 476.

        Other Wall Street firms were subject to similar requirements.

Item 4—Purpose of Transaction

        Item 4 is hereby amended by adding the following:

        SSH intends to contribute all of the Common Stock it owns to CAA, pursuant to the terms of the Contribution Agreement by and between SSH and CAA, dated as of April 15, 2005 ("Contribution Agreement"), in exchange for all of the capital stock of CAA. CAA then intends to effect a "short-form" merger with and into USHEALTH under Delaware General Corporation Law § 253. SSH then intends to cause USHEALTH to file a Form 15 (Certification of Termination of Registration of a Class of Security) with the Securities and Exchange Commission.

        The short-form merger will enable CAA to acquire all of the Common Stock it does not already own at that time, and will provide a source of liquidity to holders of shares of Common Stock. As a

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result of the short-form merger, each share of Common Stock not owned by CAA will be converted into the right to receive $0.31 in cash.

        For more information regarding the purpose of this transaction, see the Schedule 13E-3 of SSH and CAA filed concurrently with this Amendment No. 4.

Item 5—Interest in Securities of the Issuer

        Item 5 is hereby amended to read in its entirety as follows:

    (a)
    Based on the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, there were 50,606,876 shares of Common Stock outstanding as of March 4, 2005.

        The Reporting Person beneficially owns 47,210,376 shares of Common Stock, representing approximately 93% of the shares of outstanding Common Stock on a fully diluted basis.

        To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC or CAA, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-7 attached hereto, beneficially owns any Common Stock.

    (b)
    There is shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition, as to all shares of Common Stock referenced in paragraph 5(a).

    (c)
    Inapplicable.

    (d)
    Except for clients of CSFB LLC who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock held in Managed Accounts, no other person is known by the Reporting Person to have such right or power with respect to shares of Common Stock beneficially owned by the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, SSH, Management LLC or CAA.

    (e)
    Inapplicable.

        Item 6—Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        To the knowledge of the Reporting Person, except to the extent described in Item 4 above and as set forth in the related Schedule 13E-3, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the Issuer's securities.

        Following is a summary of the material provisions of the Contribution Agreement. References to and descriptions of the Contribution Agreement as set forth herein are qualified in their entirety by reference to the copy of the Contribution Agreement that is filed hereto as Exhibit 10 and is incorporated herein by reference.

CONTRIBUTION AGREEMENT

        SSH and CAA have entered into the Contribution Agreement, the material provisions of which are briefly summarized below.

        Pursuant to the Contribution Agreement, SSH has agreed to assign, in exchange for all of the Capital Stock of CAA, and CAA has agreed to accept, 47,210,376 shares of Common Stock, par value $.01, representing approximately 93% of the 50,606,876 shares of Common Stock outstanding on a fully diluted basis.

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Item 7—Material to be Filed as Exhibits

        Item 7 is hereby amended by adding the following at the end thereof:

        Exhibit 10. Contribution Agreement, dated as of April 15, 2005, by and between SSH and CAA.

[Signature Page follows]

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Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    CREDIT SUISSE FIRST BOSTON,
acting on behalf of the Credit Suisse First Boston business unit, excluding Asset Management

Dated: April 18, 2005
 
By:
/s/  IVY B. DODES      
Name: Ivy B. Dodes
Title:    Managing Director

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SCHEDULE A-1
EXECUTIVE OFFICERS OF THE REPORTING PERSON

        The following sets forth the name, business address, present principal occupation and citizenship of each executive officer of the Reporting Person. The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship
Brady W. Dougan   Eleven Madison Avenue   Chief Executive Officer of CSFB   United States

Paul Calello
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chairman and Chief Executive Officer of the Asia-Pacific Region
 
United States

John A. Ehinger
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Co-Head of the Equity Division
 
United States

Brian Finn
 
Eleven Madison Avenue
New York, NY 10010 USA
 
President
 
United States

Marc D. Granetz
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Co-Head of the Global Corporate and Investment Banking Division, Head of the Global Mergers & Acquisition Group
 
United States

John Harrison
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

James P. Healy
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Co-Head of the Fixed Income Division
 
United States

Michael E. Kenneally
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chairman and Global Chief Executive Officer of Credit Suisse Asset Management
 
United States

James E. Kreitman
 
One Cabot Square
London E14 4QJ
Great Britain
 
Head of the Equity Division
 
United States

Gary G. Lynch
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Executive Vice Chairman and Global General Counsel
 
United States

Neil Moskowitz
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chief Financial Officer
 
United States

Eileen K. Murray
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Head of Global Technology, Operations and Product Control
 
United States

Adebayo Ogunlesi
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Executive Vice Chairman and Chief Client Officer
 
Nigeria

Joanne Pace
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Global Head of Human Resources
 
United States

Michael Philipp
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chairman and Chief Executive Officer of Credit Suisse First Boston Europe, Middle East and Asia
 
United States

Richard Edward Thornburgh
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Executive Vice Chairman of Executive Board
 
United States

Eric M. Varvel
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Co-Head of the Global Corporate and Investment Banking Division
 
United States

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SCHEDULE A-2
EXECUTIVE OFFICERS AND DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON, INC.

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston, Inc. The business address of Credit Suisse First Boston, Inc. is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship
Brian D. Finn   Eleven Madison Avenue
New York, NY 10010 USA		   Board Member, President and Chief Executive Officer   United States

Neil Moskowitz
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member and Managing Director
 
United States

Eileen K. Murray
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member and Managing Director
 
United States

Frank J. DeCongelio
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Bank Account Officer
 
United States

Brady W. Dougan
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

D. Wilson Ervin
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Gary G. Lynch
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and General Counsel
 
United States

Robert C. O'Brien
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and Chief Credit Officer
 
United States

Adebayo O. Ogunlesi
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
Nigeria

Carlos Onis
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Neil Radey
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Jeffrey H. Salzman
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Lewis H. Wirshba
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and Treasurer
 
United States

Paul C. Wirth
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director, Chief Accounting Officer and Controller
 
United States

9


SCHEDULE A-3
EXECUTIVE OFFICERS AND DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON (USA), INC.

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston (USA), Inc. The business address of Credit Suisse First Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship

Brian D. Finn
 
Eleven Madison Avenue
New York, NY 10010 USA
 
President, Chief Executive Officer and Board Member
 
United States

Neil Moskowitz
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member and Managing Director
 
United States

Eileen K. Murray
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member and Managing Director
 
United States

Frank J. DeCongelio
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and Bank Account Officer
 
United States

Brady W. Dougan
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

John A. Ehinger
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

D. Wilson Ervin
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Andrew B. Federbusch
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

James P. Healy
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

James E. Kreitman
 
One Cabot Square
London E14 4QJ,
Great Britain
 
Managing Director
 
United States

Gary G. Lynch
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and General Counsel
 
United States

Robert C. O'Brien
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chief Credit Officer
 
United States

Adebayo Ogunlesi
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
Nigeria

Neil Radey
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Jeffrey H. Salzman
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Lewis H. Wirshba
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and Treasurer
 
United States

David C. Fisher
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chief Financial and Accounting Officer
 
United States

Luther L. Terry, Jr.
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

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SCHEDULE A-4
EXECUTIVE OFFICERS AND DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON LLC

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston LLC. The business address of Credit Suisse First Boston LLC is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship

Brian D. Finn
 
Eleven Madison Avenue
New York, NY 10010 USA
 
President, Chief Executive Officer and Board Member
 
United States

John A. Ehinger
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member
 
United States

James P. Healy
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Board Member
 
United States

Frank J. DeCongelio
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director, Head of Operations and Bank Account Officer
 
United States

Gary G. Lynch
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director and General Counsel
 
United States

Paul J. O'Keefe
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Chief Financial Officer
 
United States

Lewis H. Wirshba
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Treasurer
 
United States

11


SCHEDULE A-5
EXECUTIVE OFFICERS AND DIRECTORS
OF
SPECIAL SITUATIONS HOLDINGS, INC.—WESTBRIDGE

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Special Situations Holdings, Inc.—Westbridge. The business address of Special Situations Holdings, Inc.—Westbridge is Eleven Madison Avenue, New York, New York 10010.

Name
  Business Address
   Title
   Citizenship
Alan H. Freudenstein   Eleven Madison Avenue
New York, NY 10010 USA		   President and Board Member   United States

Gregory M. Grimaldi
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Vice President and Director
 
United States

Edward W. Flynn
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Vice President and Deputy Director of Taxes
 
United States

12


SCHEDULE A-6
EXECUTIVE OFFICERS AND DIRECTORS
OF
CREDIT SUISSE FIRST BOSTIN MANAGEMENT LLC

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston Management LLC. The business address of Credit Suisse First Boston Management LLC is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship
Brady W. Dougan   Eleven Madison Avenue
New York, NY 10010 USA		   Member of the Board of Managers   United States

Carlos Onis
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Member of the Board of Managers, Vice President
 
United States

Lewis H. Wirshba
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Member of the Board of Managers
 
United States

Brian D. Finn
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Managing Director
 
United States

Alan H. Freudenstein
 
Eleven Madison Avenue
New York, NY 10010 USA
 
President
 
United States

Raymond M. Disco
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Treasurer
 
United States

Thomas Prevost
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Director of Taxes
 
United States

Lori M. Russo
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Secretary
 
United States

Paul J. O'Keefe
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Controller
 
United States

Frank J. DeCongelio
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Bank Account Officer
 
United States

13


SCHEDULE A-7
EXECUTIVE OFFICERS AND DIRECTORS
OF
CAA ACQUISITION CORP.

        The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of CAA Acquisition Corp. The business address of CAA Acquisition Corp. is Eleven Madison Avenue, New York, New York 10010.

Name
   Business Address
   Title
   Citizenship
Alan H. Freudenstein   Eleven Madison Avenue
New York, NY 10010 USA		   President and Director   United States

Gregory M. Grimaldi
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Vice President and Director
 
United States

Rhonda Matty
 
Eleven Madison Avenue
New York, NY 10010 USA
 
Assistant Secretary
 
United States

14



QuickLinks

Signature
SCHEDULE A-1 EXECUTIVE OFFICERS OF THE REPORTING PERSON
SCHEDULE A-2 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON, INC.
SCHEDULE A-3 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON (USA), INC.
SCHEDULE A-4 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON LLC
SCHEDULE A-5 EXECUTIVE OFFICERS AND DIRECTORS OF SPECIAL SITUATIONS HOLDINGS, INC.—WESTBRIDGE
SCHEDULE A-6 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTIN MANAGEMENT LLC
SCHEDULE A-7 EXECUTIVE OFFICERS AND DIRECTORS OF CAA ACQUISITION CORP.