-----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, GB1rbHzzoSEA8PoktM85lOJLJN9yPo+sqgRDB33wnjjDno/m2qePMPNevi+Q4pU/ DQu8wtHSogmK8YAXbiQvfQ== 0001024739-00-000022.txt : 20000202 0001024739-00-000022.hdr.sgml : 20000202 ACCESSION NUMBER: 0001024739-00-000022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOURCINGLINK NET INC CENTRAL INDEX KEY: 0000825517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980132465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55075 FILM NUMBER: 505689 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET SUITE 210 STREET 2: C/O RICHARD S LANE ESQ CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6509661214 MAIL ADDRESS: STREET 1: 650 CASTRO ST STREET 2: STE 210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: QCS NET CORP DATE OF NAME CHANGE: 19990621 FORMER COMPANY: FORMER CONFORMED NAME: QCS CORP DATE OF NAME CHANGE: 19941216 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CAPITAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TC GROUP LLC CENTRAL INDEX KEY: 0000933790 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 527656007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 MAIL ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D 1 SCHEDULE 13D CUSIP No. 74725 H 10 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) /1 SourcingLink.net, Inc. - -------------------------------------------------------------------------------- (formerly QCS.net Corporation) (Name of Issuer) Common Stock, Par Value 0.001 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 74725 H 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) Ed Mathias c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington D. C. 20004 (202) 347-2626 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement /2) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------- 1/ This Amendment No. 2 to Schedule 13D amends the Amendment No. 2 to Schedule 13 D filed on behalf of Reporting Persons on January 22, 1999. 2/ This Amendment No. 2 to Schedule 13D relates solely to the disposition of 1.2% of the outstanding capital stock of the Issuer by Reporting Persons on December 15-17, 1999. Page 1 of 14 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Carlyle-QCS Partners, L.P. IRS # 52-1899559 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares 0 Shares Beneficially ------------------------------------------------------------- Owned by (8) Shared Voting Power Each 693,300 Shares /2 Reporting ------------------------------------------------------------- Person (9) Sole Dispositive Power With 0 Shares ------------------------------------------------------------- (10) Shared Dispositive Power 693,300 Shares /2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 693,300 Shares /2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.8% /3 - -------------------------------------------------------------------------------- (14) Type of Reporting Person PN - --------- 1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a disposition of securities. 2/ Including 432,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. 3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 2 of 14 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TC Group, L.L.C. IRS # 54-1686957 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00 /1 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares 0 Shares Beneficially ------------------------------------------------------------- Owned by (8) Shared Voting Power Each 729,708 Shares /2 Reporting ------------------------------------------------------------- Person (9) Sole Dispositive Power With 0 Shares ------------------------------------------------------------- (10) Shared Dispositive Power 729,708 Shares /2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 729,708 Shares /2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.2% /2 - -------------------------------------------------------------------------------- (14) Type of Reporting Person 00 (Limited Liability Company) - --------- 1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a disposition of securities. 2/ Including 432,922 shares receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. 3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 3 of 14 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TCG Holdings, L.L.C. IRS # 54-1686011 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00 /1 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares 0 Shares Beneficially ------------------------------------------------------------- Owned by (8) Shared Voting Power Each 729,708 Shares /2 Reporting ------------------------------------------------------------- Person (9) Sole Dispositive Power With 0 Shares ------------------------------------------------------------- (10) Shared Dispositive Power 729,708 Shares /2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 729,708 Shares /2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.2% /3 - -------------------------------------------------------------------------------- (14) Type of Reporting Person 00 (Limited Liability Company) - --------- 1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a disposition of securities. 2/ Including 432,922 shares receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. 3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 4 of 14 Pages CUSIP No. 74725 H 10 1 Item 1. Security and Issuer The title of the class of equity securities to which this Amendment No.1 to Schedule 13D relates is the Common Stock, par value $.001 per share (the "Common Stock"), of SourcingLink.net, Inc., a Delaware corporation (formerly QCS.net Corporation) (the "Company"). The address of the Company is 16855 Bernardo Drive, Suite 260, San Diego, CA 92127. Item 2. Identity and Background (a) - (c), (f) The names of the persons filing this Amendment No.3 to Schedule 13D are (i) Carlyle-QCS Partners, L.P., a Delaware limited partnership ("Carlyle-QCS"); (ii) TC Group, L.L.C., a Delaware limited liability company ("TC Group"); and (iii) TCG Holdings, L.L.C., a Delaware limited liability company ("TCG"; and collectively with Carlyle-QCS and TC Group referred to herein as the "Reporting Persons"). TC Group is the sole general partner of Carlyle-QCS. TCG is a member of TC Group and holds a controlling interest in TC Group. The information regarding the managing members of TCG is the same as disclosed in the original Schedule 13D and previous amendments, provided that the following persons have subsequently also become managing members of TCG: Leslie L. Armitage, Peter J. Clare,W. Robert Dahl and Glenn A. Youngkin. Each managing member holds the office of Managing Director, is employed in the business of merchant banking, is a United States citizen and has a principal business address of: c/o The Carlyle Group, 1001 Pennsylvania Avenue, Suite 220, Washington, D.C. 20004-2505. The principal business of Carlyle-QCS is to invest in the securities of the Company. The principal business of TC Group and TCG is merchant banking. The principal business address of Carlyle-QCS, TC Group and TCG is c/o The Carlyle Group, 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington D.C. 20004. (d) and (e). During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Page 5 of 14 Pages CUSIP No. 74725 H 10 1 Item 3. Source and Amount of Funds or Other Consideration This Amendment No. 3 to Schedule 13D relates to the disposition of shares of Common Stock and thus this Item 3 is not applicable. Item 4. Purpose of Transaction This Amendment No.3 relates to the disposition by Carlyle-QCS of 94,700 shares of Common Stock in brokered open-market transactions. Depending on prevailing market conditions and the Reporting Persons' internal valuations, the Reporting Persons may consider further dispositions of Common Stock in the future. Page 6 of 14 Pages CUSIP No. 74725 H 10 1 Item 5. Interest in Securities of the Issuer (a) Shares of Common Stock Beneficially Owned Right to Common Common Stock Upon Stock Conversion of Total Percentage Beneficially Convertible Preferred Beneficial Beneficial Owned Stock Ownership Ownership /1 ----- ----- --------- --------- Carlyle-QCS 269,378 423,922 693,300 8.8% TC Group 305,786 423,922 729,708 9.2% TCG 305,786 423,922 729,708 9.2% Reporting 305,786 423,922 729,708 9.2% Persons (b) Carlyle-QCS may be deemed to share with the other Reporting Persons the power to vote and dispose of (i) 269,378 shares of Common Stock and (ii) 423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. Carlyle-QCS has no power to vote or dispose of 36,408 shares of Common Stock issued to TC Group. TC Group may be deemed to share with the other Reporting Persons the power to vote and dispose of (i) 269,378 shares of Common Stock and (ii) 423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. TC Group may be deemed to share with TCG the power to vote and dispose of 36,408 shares of Common Stock issued to TC Group. TCG, as a member holding a controlling interest in TC Group, may be deemed to share all rights herein described belonging to TC Group. (c) Carlyle-QCS sold 7,300 shares of Common Stock on December 15, 1999, 2,500 shares of Common Stock on December 16, 1999 and 84,700 shares of Common Stock on December 17, 1999, each pursuant to brokered open market transactions. (d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company owned by the Reporting Persons. (e) Not applicable. - -------- 1/ Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 7 of 14 Pages CUSIP No. 74725 H 10 1 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On December 22, 1999, a lock-up letter, dated as of August 5, 1999, by and between Carlyle-QCS and Needham & Company, expired by its terms. The lock-up letter is attached as Exhibit 2. The Reporting Persons were informed by the Company that Needham & Company had waived the terms of the lock-up letter with respect to the transaction reported herein. As of the date hereof, none of the Reporting Persons are subject to any contracts, understandings or relationships with respect to the securities of the issue other than as previously disclosed on Schedule 13D or a previous amendment thereto. Item 7. Materials to be filed as Exhibits Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and TCG, dated January 10, 2000. Exhibit 2. Lock-up Letter, dated August 5, 1999, by and between Carlyle-QCS and Needham & Company, Inc. Page 8 of 14 Pages CUSIP No. 74725 H 10 1 Signature After reasonable inquiry and to the best of the knowledge of the undersigned on page 10 hereof, such undersigned certify that the information set forth in this statement is true, complete and correct. January 10, 2000 Date Page 9 of 14 Pages CUSIP No. 74725 H 10 1 IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this Amendment No. 3 to Schedule 13D to be executed as of the date first above written. CARLYLE-QCS PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: /s/ Daniel A. D'Aniello ------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director TC GROUP, L.L.C. By: /s/ Daniel A. D'Aniello ------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director TCG HOLDINGS, L.L.C. By: /s/ Daniel A. D'Aniello ------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director Page 10 of 14 Pages CUSIP No. 74725 H 10 1 Index to Exhibits -----------------
Page ---- Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and 12 TCG, dated January 10, 2000. Exhibit 2. Lock-up Letter, dated August 5, 1999, by and between Carlyle-QCS and 13 Needham & Company, Inc.
Page 11 of 14 Pages EX-1 2 JOINT FILING AGREEMENT DATED 01/10/2000 Exhibit 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Amendment No. 3 to Schedule 13D referred to below) on behalf of each of them of a statement on the Amendment No. 3 to Schedule 13D (including amendments thereto) with respect to the common stock, par value $.001 per share, of SourcingLink.net, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this Agreement to be executed as of the 10th day of January, 2000. CARLYLE-QCS PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: /s/ Daniel A. D'Aniello --------------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director TC GROUP, L.L.C. By: /s/ Daniel A. D'Aniello --------------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director TCG HOLDINGS, L.L.C. By: /s/ Daniel A. D'Aniello --------------------------------------------- Name: Daniel A. D'Aniello Title: Managing Director Page 12 of 14 Pages EX-2 3 LOCK-UP LETTER DATED 08/05/99 LOCK-UP LETTER Needham & Company, Inc. 445 Park Avenue New York, NY 10022 Ladies and Gentlemen: The undersigned understands that you, as placement agent (the "Agent") propose to arrange for the sale (the "Placement") to certain accredited investors (the "Investors") of an aggregate of up to $10 million of Common Stock of SourcingLink.net Corporation, a Delaware corporation (the "Company"). To induce the Agent and the Investors to continue their efforts in connection with the Placement, the undersigned hereby agrees that, without the prior written consent of the Agent on behalf of the Investors, he/she or it will not, during the period commencing on the date hereof and ending on the date the registration statement covering the shares of Common Stock being issued in the Placement becomes effective, (1) offer, pledge, sell, contract to sell, make any short sale, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrants to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, including without limitation the Series A Preferred Stock (collectively, the "Shares") or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Shares, in cash or otherwise. The foregoing sentence shall not apply to the conversion into shares of Common Stock of any warrants or Series A Preferred Stock held by the undersigned (but shall apply to the sale or transfer of any shares of Common Stock received by the undersigned pursuant to such conversion) or to any sale or transfer of any shares (i) as a bona fide gift or gifts, including, without limitation, transfers to beneficiaries or trusts for estate planning purposes, provided the donee or donees thereof agree in writing to be bound by the terms of this Lock-Up Letter and deliver an executed copy of this Lock-Up Letter to the Agent, or (ii) as a distribution to affiliates of the undersigned, if any, provided that distributees thereof agree in writing to be bound by the terms of this Lock-Up Letter and deliver an executed copy of this Lock-Up Letter to the Agent. In addition, the undersigned agrees that, without the prior written consent of the Agent on behalf of the Investors, it will not, during the period commencing on the date hereof and ending on the date the registration statement covering the shares of Common Stock being issued in the Placement becomes effective, make any demand for or exercise any right with respect to, the registration of any Shares, and that any piggyback registration rights the undersigned may have shall not apply to the registration statement covering the resale of the shares of Common Stock being issued in the Placement. The undersigned hereby acknowledges that this Lock-Up Letter is valid and binding notwithstanding any prior agreements relating to this matter and further agrees and consents to the entry of stop-transfer instructions with the Company's transfer agent against the transfer of shares of Common Stock held by the undersigned except in compliance with the terms and conditions of this Lock-Up Letter. The undersigned further acknowledges that the agreements of the undersigned are Page 13 of 14 Pages irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned also understands that the Company, the Agent and the Investors will proceed with the Placement in reliance on this Lock-Up Letter. Whether or not the Placement actually occurs depends on a number of factors, including market conditions. Any Placement will only be made pursuant to definitive agreements, the terms of which are subject to negotiation between the Company and the Investors. This Agreement shall expire by its terms if the Closing Date of the Placement does not occur by September 30, 1999. Very truly yours, /s/ Carlyle - QCS Partners, LP -------------------------------------------- Name of Securityholder /s/ David M. Rubenstein -------------------------------------------- Signature of Authorized Signatory /s/ David M. Rubenstein -------------------------------------------- Print Name and Title, if applicable -------------------------------------------- Additional Signatures, if stock jointly held August 5, 1999 -------------------------------------------- Date Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----