-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fZ9VuWopX672DlTrA6VTz2kL/iUP7CFnsSLrQjItTxES/7R4LiwUI1SEKQm/kkYi 6avDPylBeGREJ+a87EkNpg== 0000806085-95-000027.txt : 19950207 0000806085-95-000027.hdr.sgml : 19950207 ACCESSION NUMBER: 0000806085-95-000027 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950206 SROS: NONE GROUP MEMBERS: LB I GROUP INC. GROUP MEMBERS: LEHMAN BROTHERS CAPITAL PARTNERS II, L.P. GROUP MEMBERS: LEHMAN BROTHERS HOLDINGS INC GROUP MEMBERS: LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P. GROUP MEMBERS: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P. GROUP MEMBERS: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP-JAPAN L.P. GROUP MEMBERS: LEHMAN BROTHERS OFFSHORE PARTNERS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN MEDIA CORP CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752247099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42635 FILM NUMBER: 95505429 BUSINESS ADDRESS: STREET 1: 433 EAST LAS COLINAS CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2148699020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G/A 1 13G AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13G Amendment No.1 Under the Securities Exchange Act of 1934 Evergreen Media Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 300248101 (CUSIP Number) Check the following box if a fee is being paid with this statement. ( ) The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) 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. CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Holdings Inc. S.S. or I.R.S. Identification No. of Above Person 13-3216325 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 552,887 6) Shared Voting Power -0- 7) Sole Dispositive Power 552,887 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 552,887 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 6.42% 12) Type of Reporting Person HC/CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Inc. S.S. or I.R.S. Identification No. of Above Person 13-2518466 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 9,049 6) Shared Voting Power -0- 7) Sole Dispositive Power 9,049 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 9,049 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 0.10% 12) Type of Reporting Person BD CUSIP No. 300248101 1) Names of Reporting Person LB I Group Inc. S.S. or I.R.S. Identification No. of Above Person 13-2741778 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 199,546 6) Shared Voting Power -0- 7) Sole Dispositive Power 199,546 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 199,546 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.32% 12) Type of Reporting Person HC/CO/OO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Merchant Banking Portfolio Partnership L.P. S.S. or I.R.S. Identification No. of Above Person 13-354405 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 199,546 6) Shared Voting Power -0- 7) Sole Dispositive Power 199,546 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 199,546 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.32% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Partners Ltd. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 208,760 6) Shared Voting Power -0- 7) Sole Dispositive Power 208,760 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 208,760 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.42% 12) Type of Reporting Person CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Investment Partnership--Japan L.P. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 155,076 6) Shared Voting Power -0- 7) Sole Dispositive Power 155,076 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 155,076 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 1.80% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Investment Partnership L.P. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 53,684 6) Shared Voting Power -0- 7) Sole Dispositive Power 53,684 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 53,684 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 0.62% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Capital Partners II, L.P. S.S. or I.R.S. Identification No. of Above Person 13-354406 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 135,532 6) Shared Voting Power -0- 7) Sole Dispositive Power 135,532 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 135,532 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 1.57% 12) Type of Reporting Person PN Item 1(a). Name of Issuer: Evergreen Media Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 433 East Las Colinas Boulevard Irving, Texas 75039 Item 2(a). Name of Person Filing: Lehman Brothers Holdings Inc. Lehman Brothers Inc. LB I Group Inc. Lehman Brothers Offshore Partners Ltd. Lehman Brothers Merchant Banking Portfolio Partnership L.P. Lehman Brothers Offshore Investment Partnership L.P. Lehman Brothers Capital Partners II, L.P. Lehman Brothers Offshore Investment Partnership--Japan L.P. Item 2(b). Address of Principal Business Office: 3 World Financial Center New York, NY 10285 Item 2(c). Citizenship or Place of Organization: See Item 4 of cover pages Item 2(d). Title of Class of Securities: Class A Common Item 2(e). CUSIP Number: 300248101 Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): Not Applicable Item 4. Ownership (a) Amount Beneficially Owned as of: December 31, 1994 See Item 9 of cover pages (b) Percent of Class: See Item 11 of cover pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition (iv) shared power to dispose or to direct the disposition See Items 5-8 of cover pages Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security being reported on by the Parent Holding Company See Item 2(a) Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: December 31, 1994 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Vice President Assistant Secretary LEHMAN BROTHERS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Senior Vice President Secretary LB I GROUP INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Secretary LEHMAN BROTHERS OFFSHORE PARTNERS LTD. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP--JAPAN L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative ldm/evergre.13g Attachment No.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Evergreen Media Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 300248101 (CUSIP Number) Check the following box if a fee is being paid with this statement. (X) The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) 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. CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Group Inc. S.S. or I.R.S. Identification No. of Above Person 13-329783 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 544,624 6) Shared Voting Power -0- 7) Sole Dispositive Power 544,624 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 544,624 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 6.31% 12) Type of Reporting Person HC/OO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Holdings Inc. S.S. or I.R.S. Identification No. of Above Person 13-3216325 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 543,838 6) Shared Voting Power -0- 7) Sole Dispositive Power 543,838 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 543,838 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 6.31% 12) Type of Reporting Person HC/CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Merchant Banking Partners Inc. S.S. or I.R.S. Identification No. of Above Person 13-3488677 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 199,546 6) Shared Voting Power -0- 7) Sole Dispositive Power 199,546 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 199,546 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.32% 12) Type of Reporting Person CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Merchant Banking Portfolio Partnership L.P. S.S. or I.R.S. Identification No. of Above Person 13-354405 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 199,546 6) Shared Voting Power -0- 7) Sole Dispositive Power 199,546 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 199,546 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.32% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Partners Ltd. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 208,760 6) Shared Voting Power -0- 7) Sole Dispositive Power 208,760 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 208,760 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 2.42% 12) Type of Reporting Person CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers II Investment Inc. S.S. or I.R.S. Identification No. of Above Person 13-3484510 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 135,532 6) Shared Voting Power -0- 7) Sole Dispositive Power 135,532 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 135,532 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 1.57% 12) Type of Reporting Person CO CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Capital Partners II, L.P. S.S. or I.R.S. Identification No. of Above Person 13-354406 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 135,532 6) Shared Voting Power -0- 7) Sole Dispositive Power 135,532 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 135,532 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 1.57% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Investment Partnership--Japan L.P. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 155,076 6) Shared Voting Power -0- 7) Sole Dispositive Power 155,076 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 155,076 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 1.80% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Offshore Investment Partnership L.P. S.S. or I.R.S. Identification No. of Above Person 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 53,684 6) Shared Voting Power -0- 7) Sole Dispositive Power 53,684 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 53,684 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 0.62% 12) Type of Reporting Person PN CUSIP No. 300248101 1) Names of Reporting Person Lehman Brothers Inc. S.S. or I.R.S. Identification No. of Above Person 13-2518466 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 786 6) Shared Voting Power -0- 7) Sole Dispositive Power 786 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 786 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 0.00% 12) Type of Reporting Person BD CUSIP No. 300248101 1) Names of Reporting Person American Express Company S.S. or I.R.S. Identification No. of Above Person 13-4922250 2) Check the Appropriate box if a Member of a Group (a) (___) Sole (b) ( X ) Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 5) Sole Voting Power 544,624 6) Shared Voting Power -0- 7) Sole Dispositive Power 544,624 8) Shared Dispositive Power -0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 544,624 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (___) 11) Percent of Class Represented by Amount in Row 9 6.31% 12) Type of Reporting Person HC/CO Item 1(a). Name of Issuer: Evergreen Media Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 433 east Las Colinas Boulevard Irving, Texas 75039 Item 2(a). Name of Person Filing: Lehman Brothers Holdings Inc. Lehman Brothers Inc. Lehman Brothers Group Inc. Lehman Brothers Merchant Banking Partners Inc.. Lehman Brothers Offshore Partners Ltd. Lehman Brothers Merchant Banking Portfolio Partnership L.P. Lehman Brothers II Investment Inc. Lehman Brothers Offshore Investment Partnership L.P. Lehman Brothers Capital Partners II, L.P. Lehman Brothers Offshore Investment Partnership--Japan L.P. American Express Company Item 2(b). Address of Principal Business Office: American Express Tower World Financial Center New York, NY 10285 Item 2(c). Citizenship or Place of Organization: See Item 4 of cover pages Item 2(d). Title of Class of Securities: Class A Common Item 2(e). CUSIP Number: 300248101 Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): The person filing this statement is Lehman Brothers Holdings Inc., a parent holding company in accordance with Section 240.13d- 1(b)(ii)(G). Item 4. Ownership (a) Amount Beneficially Owned as of: December 31, 1994 See Item 9 of cover pages (b) Percent of Class: See Item 11 of cover pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition (iv) shared power to dispose or to direct the disposition See Items 5-8 of cover pages Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security being reported on by the Parent Holding Company See Exhibit I Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: December 31, 1994 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Vice President Assistant Secretary LEHMAN BROTHERS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Senior Vice President Secretary LEHMAN BROTHERS GROUP INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Assistant Secretary LEHMAN BROTHERS OFFSHORE PARTNERS LTD. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP--JAPAN L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS MERCHANT BANKING PARTNERS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS II INVESTMENT INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Assistant Secretary AMERICAN EXPRESS COMPANY By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS CAPITAL PARTNERSHIP II, L.P. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Representative Exhibit Index Exhibit I Statement of American Express EXHIBIT I to SCHEDULE 13G under the Securities Exchange Act of 1934 American Express Company, 3 World Financial Center, New York, New York disclaims beneficial ownership of the securities referred to in the Schedule 13G to which this exhibit is attached, and the filing of this Schedule 13G shall not be construed as an admission that American Express Company is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. Pursuant to Rule 13d-1(f)(1) and subject to the preceding disclaimer, American Express Company affirms it is individually eligible to use Schedule 13G and agrees that this Schedule is filed on its behalf, and authorizes the President, any Vice President, the Comptroller, the Secretary, and the General Counsel or any Associate General Counsel, each with power to act singly, of each subsidiary of American Express Company making this filing to sign this statement on behalf of American Express Company. AMERICAN EXPRESS COMPANY /s/ Stephen P. Norman By:------------------------- Name: Stephen P. Norman Title: Secretary ldm/evergre.13g -----END PRIVACY-ENHANCED MESSAGE-----