-----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, Q5TtCVMRV9S8PO/5tGxVny092xn1VGP59ilT6opwgY4nO2sA8QDGgNjd7RqPi8op ijwAzS44xLe7nn5GgCxlvg== 0000909661-03-000012.txt : 20030213 0000909661-03-000012.hdr.sgml : 20030213 20030213171613 ACCESSION NUMBER: 0000909661-03-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 GROUP MEMBERS: DAVID. I. COHEN GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: JOSEPH F. DOWNES GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50342 FILM NUMBER: 03560940 BUSINESS ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325440155 MAIL ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE INC DATE OF NAME CHANGE: 19950815 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 IRS NUMBER: 943240279 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STE 11325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 SC 13G/A 1 newworld13g_a.txt --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response......11 --------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Section 240.13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTIONS 240.13d-1(b), (c) and(d) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2 (Amendment No. 1)1 New World Restaurant Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 649271103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | | Rule 13d-1(b) |X| Rule 13d-1(c) | | Rule 13d-1(d) - -------- 1 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 25 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Partners, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,623,554 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 1,623,554 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,623,554 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 3.1% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 PN - ------------==================================================================== Page 2 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,794,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 1,794,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,794,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 3.4% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 PN - ------------==================================================================== Page 3 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners II, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 278,008 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 278,008 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 278,008 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 0.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 PN - ------------==================================================================== Page 4 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners III, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 239,680 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 239,680 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,680 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 0.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 PN - ------------==================================================================== Page 5 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tinicum Partners, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 New York - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 91,758 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 91,758 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,758 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 0.2% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 PN - ------------==================================================================== Page 6 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Management, L.L.C. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,212,290 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 3,212,290 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,212,290 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 5.9% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IA, OO - ------------==================================================================== Page 7 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Partners, L.L.C. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 4,027,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 4,027,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,027,796 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 7.3% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 OO - ------------==================================================================== Page 8 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David I. Cohen - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 9 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph F. Downes - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 10 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William F. Duhamel - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 11 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard B. Fried - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 12 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Monica R. Landry - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 13 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William F. Mellin - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 14 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stephen L. Millham - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 15 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas F. Steyer - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 16 of 22 Pages 13G =================== CUSIP No. 649271103 =================== - ------------==================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mark C. Wehrly - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing are the deemed beneficial owners of an aggregate of at least 7,240,086 Shares. The reporting person on this cover page, however, is the deemed beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - -------------------------------------=========================================== 5 SOLE VOTING POWER NUMBER OF -0- ------------=========================================== SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] ------------=========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------=========================================== 8 SHARED DISPOSITIVE POWER 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - -------------------------------------=========================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,240,086 Shares plus certain additional Shares through the ownership of additional Warrants. [See Preliminary Note] - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 10 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 At least 12.5% [See Preliminary Note] - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 12 IN - ------------==================================================================== Page 17 of 25 Pages This Amendment No. 1 to Schedule 13G amends the Schedule 13G initially filed on November 21, 2002 (collectively, with all amendments thereto, the "Schedule 13G"). Preliminary Note: The Reporting Persons (as defined below) are filing this Amendment to the Schedule 13G with respect to the Common Stock, par value $0.001 per share (the "Shares"), of New World Restaurant Group, Inc. (the "Company"). The Reporting Persons own, in aggregate, 105,000 Shares. In addition, the Reporting Persons own, in aggregate, 72,807 Warrants (the "Warrants") issued by the Company pursuant to that certain Warrant Agreement dated June 19, 2001 between the Company and Jefferies & Company, Inc. (the "Warrant Agreement"). Each Warrant is immediately exercisable and represents the right to purchase 98 Shares at an exercise price of $0.01 per share. In addition, pursuant to Section 4.28 of that certain Indenture dated as of June 19, 2001 (the "Indenture") for $140,000,000 of the Company's Senior Secured Increasing Rate Notes due 2003 and Senior Secured Increasing Rate Notes due 2003, Series B (together, the "Notes"), the Reporting Persons are entitled to receive certain additional Warrants in the event the Notes are outstanding on each of March 15, 2002, June 15, 2002 and each month thereafter (together, the "Step-up Warrants"). As of the date of this filing, the Notes remain outstanding. The Reporting Persons therefore believe that, pursuant to the terms of the Indenture, they were entitled to receive Step-up Warrants on March 15, 2002, June 15, 2002 and monthly thereafter through January 15, 2003, and are entitled to receive additional Step-up Warrants each month the Notes remain outstanding after January 15, 2003. As of the date of this filing, the Reporting Persons have received the Warrants that accrued on March 15, 2002 and June 15, 2002 but none of the Warrants that accrued thereafter (such unissued Warrants being the "Additional Step-up Warrants"). The Reporting Persons are unable to determine or confirm the number of Warrants they will receive Page 18 of 25 Pages upon the issuance of these Additional Step-up Warrants. The Reporting Persons have therefore noted on their cover pages that they are the deemed beneficial owner of certain additional Shares through the ownership of additional Warrants but have not provided the amount of these additional Shares. Such additional Shares could materially increase the beneficial ownership of the Shares held by the Reporting Persons; provided, however, that the Reporting Persons' deemed beneficial ownership of the percentage of Shares outstanding on any given date (through their ownership of any of the Warrants discussed in this Schedule 13G) will also be affected by the number of Warrants that other Warrant holders may have exercised as of such date. The Reporting Persons are filing this Schedule 13G to report their direct ownership of the 105,00 Shares, their deemed beneficial ownership, through the 72,807 Warrants issued to them to date, of an additional 7,135,086 Shares and their deemed beneficial ownership of additional Shares (in an undetermined amount) due to their entitlement to certain Additional Step-up Warrants. All numbers and percentages contained in this Schedule 13G represent Shares (including Shares owned directly and Shares deemed to be beneficially owned through the 72,807 Warrants owned by the Reporting Persons) and not Warrants, unless stated otherwise. All percentages are based on the 50,984,607 Shares outstanding as of November 11, 2002 (as reported by the Company) plus the additional Shares that would be issued if the Reporting Persons exercised the 72,807 Warrants issued to them to date. The percentages do not assume the exercise of Warrants held by any other persons or entities. For information regarding the Warrants and the "step-up" provisions discussed above, see the Indenture filed as Exhibit 99.10 to the Company's Form 8-K filed on July 3, 2001 and the Warrant Agreement filed as Exhibit 99.13 to the Company's Form 8-K filed on July 3, 2001. Page 19 of 25 Pages Item 1. Issuer - ------ ------ (a) Name of Issuer: -------------- New World Restaurant Group, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 246 Industrial Way West, Eatontown, New Jersey 07724 Item 2. Identity And Background. - ------ ----------------------- Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e)) ---------------------------------------------------------------- This statement relates to Shares of Common Stock, par value $0.001 per share (the "Shares") of the Company. The CUSIP number of the Shares is 649271103. Name Of Persons Filing, Address Of Principal Business Office And ---------------------------------------------------------------- Citizenship (Item 2(a), (b) and (c)) ------------------------------------ This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." The Partnerships ---------------- (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants); and (v) Tinicum Partners, L.P., a New York limited partnership ("Tinicum"), with respect to the Shares beneficially owned by it (through its ownership of Shares and Warrants). Page 20 of 25 Pages FCP, FCIP, FCIP II, FCIP III and Tinicum are together referred to herein as the "Partnerships." The Management Company ---------------------- (vi) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Management Company"), with respect to the Shares beneficially owned by certain accounts managed by the Management Company (the "Managed Accounts") (through their ownership of Shares and Warrants). The General Partner Of The Partnerships --------------------------------------- (vii) Farallon Partners, L.L.C., a Delaware limited liability company which is the general partner of each of the Partnerships (the "General Partner"), with respect to the Shares beneficially owned by each of the Partnerships (through their ownership of Shares and Warrants). The Managing Members Of The General Partner And The Management Company ---------------------------------------------------------------------- (viii) The following nine persons who are managing members of both the General Partner and the Management Company, with respect to the Shares beneficially owned by the Partnerships and the Managed Accounts (through their ownership of Shares and Warrants): David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"), William F. Duhamel ("Duhamel"), Richard B. Fried ("Fried"), Monica R. Landry ("Landry"), William F. Mellin ("Mellin"), Stephen L. Millham ("Millham"), Thomas F. Steyer ("Steyer") and Mark C. Wehrly ("Wehrly"). Cohen, Downes, Duhamel, Fried, Landry, Mellin, Millham, Steyer and Wehrly are together referred to herein as the "Individual Reporting Persons." The citizenship of each of the Partnerships, the General Partner and the Management Company is set forth above. Each of the Individual Reporting Persons is a United States citizen. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 1325, San Francisco, California 94111. Item 3. If This Statement Is Filed Pursuant To Sections 240.13d-1(b), Or - ------ ---------------------------------------------------------------- 13d-2(b) Or (c), Check Whether The Person FilingIs An Entity ------------------------------------------------------------ Specified In (a) - (j): ---------------------- Not Applicable. If This Statement Is Filed Pursuant To Section 240.13d-1(c), ----------------------------------------------------------- Check This Box. [X] -------------- Item 4. Ownership - ------ --------- Page 21 of 25 Pages The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The Shares reported hereby for the Partnerships are beneficially owned by the Partnerships and those reported by the Management Company on behalf of the Managed Accounts are beneficially owned by the Managed Accounts (through the Partnerships' and Managed Accounts' ownership, respectively, of Shares and Warrants). The General Partner, as general partner to the Partnerships, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Partnerships (through their ownership of Shares and Warrants). The Management Company, as investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Managed Accounts (through their ownership of Shares and Warrants). The Individual Reporting Persons, as managing members of both the General Partner and/or the Management Company, may each be deemed to be the beneficial owner of all such Shares beneficially owned by the Partnerships and the Managed Accounts (through their ownership of Shares and Warrants). Each of the Management Company, the General Partner and the Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. 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 ------------------------------------------------------------ Not Applicable. Item 8. Identification And Classification Of Members Of The Group - ------ --------------------------------------------------------- The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them. 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 not acquired and are not held for the purpose Page 22 of 25 Pages of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 23 of 25 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2003 /s/ Joseph F. Downes ---------------------------------------- FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., And TINICUM PARTNERS, L.P., By Joseph F. Downes Managing Member /s/ Joseph F. Downes ---------------------------------------- FARALLON CAPITAL MANAGEMENT, L.L.C., By Joseph F. Downes Managing Member /s/ Joseph F. Downes ---------------------------------------- Joseph F. Downes, individually and as attorney-in-fact for each of David I. Cohen, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Thomas F. Steyer and Mark C. Wehrly. The Powers of Attorney, each executed by Cohen, Mellin, Millham and Steyer authorizing Downes to sign and file this Schedule 13G on each person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 20, 1998, by such Reporting Persons with respect to the Units of Spiros Development Corporation II, Inc., are hereby incorporated by reference. The Powers of Attorney, each executed by Duhamel and Fried authorizing Downes to sign and file this Schedule 13G on each person's behalf, which were filed with Amendment No. 7 to the Schedule 13D filed with the Securities and Exchange Commission on February 9, 1999 by such Reporting Persons with respect to the Callable Class A Common Stock of Crescendo Pharmaceuticals Corporation, are hereby incorporated by reference. The Power of Attorney executed by Mark C. Wehrly authorizing Downes to sign and file this Schedule 13G on his behalf, which was filed with Amendment No. 4 to the Schedule 13D filed with the Securities and Exchange Commission on January 18, 2000, by such Reporting Person with respect to the Class A Common Stock of Momentum Business Applications, Inc., is hereby incorporated by reference. The Power of Attorney executed by Monica R. Landry authorizing Downes, as well as Steyer and Cohen, to Page 24 of 25 Pages sign and file this Schedule 13G on her behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on January 22, 2001, by such Reporting Person with respect to the Common Stock of Korn/Ferry International is hereby incorporated by reference. Page 25 of 25 Pages -----END PRIVACY-ENHANCED MESSAGE-----