SC 13D/A 1 lp13da2.txt SCHEDULE 13D (AMENDMENT #14) SCHEDULE 13D (RULE 13D-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 14)* ARV ASSISTED LIVING, INC. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 00204C107 ------------------------------- (CUSIP Number) Marjorie L. Reifenberg, Esq. Lee S. Parks, Esq. Lazard Freres Real Estate Investors L.L.C. Fried, Frank, Harris, Shriver 30 Rockefeller Plaza & Jacobson New York, New York 10020 One New York Plaza (212) 632-6000 New York, New York 10004 (212) 859-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) July 11, 2002 ------------------------------------------------------------------------------ (Dates of Events Which Require Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (the "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). SCHEDULE 13D CUSIP No. 00204C107 Page 2 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prometheus Assisted Living LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 Page 3 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LF Strategic Realty Investors II L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO,BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 Page 4 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Alternative Partnership L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO,BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 Page 5 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II - CADIM Alternative Partnership L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO,BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 Page 6 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres Real Estate Investors L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO,BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 Page 7 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres & Co. LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO,BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 Page 8 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Assisted Living LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 750,000 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 750,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON OO This Amendment No. 14 to Schedule 13D (this "Amendment") is filed by Prometheus Assisted Living LLC, a Delaware limited liability company ("Prometheus"), LF Strategic Realty Investors II L.P., a Delaware limited partnership ("LFSRI"), LFSRI II Alternative Partnership L.P., a Delaware limited partnership ("LFSRI II AP"), LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership ("LFSRI CADIM"), Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), Lazard Freres & Co. LLC, a New York limited liability company ("Lazard") and LFSRI II Assisted Living LLC, a Delaware limited liability company ("LFSRI II AL", and together with Prometheus, LFSRI, LFSRI II AP, LFSRI CADIM, LFREI and Lazard, the "Reporting Persons"). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D, as amended, originally filed by Prometheus and LFREI on July 23, 1997 (as amended, the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended as follows: ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended and restated as follows: (a), (b), (c) and (f). This Statement is filed by the Reporting Persons. The principal business offices of the Reporting Persons are 30 Rockefeller Plaza, New York, New York 10020. Prometheus was formed by LFREI as an investment vehicle to acquire the Company interests disclosed in the Initial Schedule 13D. On December 1, 1997, LFREI assigned its interest in Prometheus to LFSRI and LFSRI became the sole and managing member of Prometheus. Effective as of March 24, 1998, LFSRI assigned a portion of its interest in Prometheus to LFSRI II AP and LFSRI CADIM, and LFSRI II AP and LFSRI CADIM became managing members in addition to LFSRI. LFSRI II AL's activities consist principally of making the term loans to the Company and holding warrants issued by the Company. The managing member of LFSRI II AL is LFSRI. The other members are LFSRI II AP and LFSRI CADIM. LFSRI, LFSRI II AP and LFSRI CADIM (collectively, the "Funds") are investment partnerships formed to invest in companies active in the real estate industry. The Funds disclaim any beneficial ownership they may be deemed to have of any of the shares of Common Stock. LFREI is the general partner of each of the Funds. LFREI's activities consist principally of acting as general partner of several real estate investment partnerships that are affiliated with Lazard. The name, business address, citizenship and principal occupation or employment of each of the executive officers of LFREI are set forth in Schedule 1 hereto and are incorporated by reference herein. LFREI's investment decisions must be approved by its investment committee. The name, business address, citizenship and principal occupation or employment of each of the members of the LFREI investment committee are also set forth on Schedule 1 hereto and are incorporated by reference herein. LFREI disclaims any beneficial ownership it may be deemed to have of any of the shares of Common Stock. Lazard is the managing member of LFREI. Lazard's activities consist principally of financial advisory services. On a day-to-day basis, Lazard is run by a management committee. Schedule 2, setting forth the name, business address, principal occupation or employment, and citizenship of each of the members of the Management Committee of Lazard is amended and restated in its entirety as Schedule 2 hereto and is incorporated by reference herein. Lazard disclaims any beneficial ownership it may be deemed to have of any of the shares of Common Stock. Lazard is wholly owned by Lazard LLC, a Delaware limited liability company ("LLLC"), and therefore LLLC may be viewed as controlling Lazard. LLLC is a holding company. The Head of Lazard controls LLLC subject to the approval of certain significant matters by the Lazard Board of LLLC. Schedule 3, setting forth the name, business address, principal occupation or employment, and citizenship of each of the members of the Lazard Board of Lazard LLLC is amended and restated in its entirety as Schedule 3 hereto and is incorporated by reference herein. The principal business office of LLLC is 3711 Kennett Pike, Suite 120, P.O. Box 4649, Greenville, Delaware 19807-4649. Lazard, on behalf of LLLC, disclaims any beneficial ownership LLLC may be deemed to have of any of the shares of Common Stock. (d) and (e). During the last five years, to the best knowledge of the Reporting Persons, none of the individuals listed on Schedules 1, 2 or 3 of this Amendment has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any such person been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended to add the following: As previously reported in Amendment No. 10 to the Initial Schedule 13D, pursuant to a Term Loan Agreement, dated as of April 24, 2000, LFSRI II AL agreed to make available to the Company term loans in an aggregate principal amount not to exceed $10,000,000. On April 24, 2002, LFSRI II AL and the Company entered into an Amendment to the Term Loan Agreement (the "Amendment") whereby LFSRI II AL increased the aggregate principal amount of the term loan to an amount not to exceed $11,500,000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to add the following: As previously reported in Amendment No. 8 to the Initial Schedule 13D, Prometheus agreed to accept the Expense Note as payment in full for certain transaction and litigation expenses owed by the Company. The Expense Note matured on April 1, 2002 and has been paid in full. As previously reported in Amendment No. 12 to the Initial Schedule 13D, pursuant to an Amended and Restated Loan Agreement (the "Senior Loan Agreement"), dated as of February 8, 2001, as amended, by and among Capital Trust, Inc. (the "Senior Lender"), LFSRI II SPV REIT Corp. ("SPV") and Senior Quarters Funding Corp. ("SQFC," and together with SPV, the "Borrowers") and related loan documents, among other things, (i) SPV and SQFC borrowed $110 million from Senior Lender, (ii) Prometheus pledged all of its shares of Common Stock to Senior Lender to secure such borrowings, (iii) LFSRI II AL pledged all of its warrants to purchase Common Stock to Senior Lender to secure such borrowings, (iv) LFSRI, LFSRI II AP, LFSRI CADIM pledged all the equity interests in both Prometheus and LFSRI II AL to Senior Lender to secure such borrowings, and (v) any distributions paid with respect to the pledged collateral were required to be deposited into a deposit account with The Chase Manhattan Bank, N.A. for the benefit of Midland Loan Service, Inc., as agent for Senior Lender. On July 11, 2002, by and between CTMPII FC LF (MS) ("CTMPII"), SPV and SQFC entered into a loan agreement (the "Subordinate Loan Agreement") and related documents whereby CTMPII agreed to loan an aggregate amount of up to $65 million to SPV and SQFC. In connection with the Subordinate Loan Agreement, pursuant to a Pledge and Security Agreement, dated as of July 11, 2002, by and among CTMPII and Prometheus (the "ARV Stock Pledge and Security Agreement"), Prometheus pledged all of its shares of Common Stock (subject and subordinate to the existing pledge to Senior Lender) to CTMPII as security for the repayment of the borrowings of SPV and SQFC under the Subordinate Loan Agreement. In connection with the Subordinate Loan Agreement, pursuant to a Pledge and Security Agreement, dated as of July 11, 2002, by and among CTMPII and LFSRI II AL (the "ARV Warrant Pledge and Security Agreement"), LFSRI II AL pledged all of its warrants to purchase Common Stock (subject and subordinate to the existing pledge to Senior Lender) to CTMPII as security for the repayment of the borrowings of SPV and SQFC under the Subordinate Loan Agreement. In connection with the Subordinate Loan Agreement, pursuant to a Pledge and Security Agreement dated as of July 11, 2002, by and between CTMPII, LFSRI, LFSRI II AP, LFSRI CADIM, Prometheus, LFSRI II AL, and Prometheus Senior Quarters LLC (the "Prometheus Pledge and Security Agreement"), LFSRI, LFSRI II AP and LFSRI CADIM pledged the entire equity interest in Prometheus, Prometheus Senior Quarters LLC and LFSRI II AL (subject and subordinate to the existing pledge to Senior Lender) to CTMPII as security for the repayment of the borrowings of SPV and SQFC under the Subordinate Loan Agreement. Additionally, pursuant to the Subordinate Loan Agreement and related documents, following the repayment of amounts outstanding under the Senior Loan Agreement any distributions in respect of the pledged collateral are to be deposited into a deposit account with The Chase Manhattan Bank, N.A. for the benefit of Midland Loan Services, Inc. as agent for CTMPII. The foregoing descriptions of the Subordinate Loan Agreement, the ARV Stock Pledge and Security Agreement, the ARV Warrant Pledge and Security Agreement, and the Prometheus Pledge and Security Agreement are not intended to be complete and are therefore qualified in their entirety by the agreements themselves, which are attached hereto as exhibits and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended to add the following: Exhibit 1 Loan Agreement, dated as of July 11, 2002, by and between CTMPII, LFSRI II SPV REIT Corp., and Senior Quarters Funding Corp. Exhibit 2 Pledge and Security Agreement, dated as of July 11, 2002, by and among CTMPII and Prometheus Assisted Living LLC Exhibit 3 Pledge and Security Agreement, dated as of July 11, 2002, by and among CTMPII and LFSRI II Assisted Living LLC Exhibit 4 Pledge and Security Agreement, dated as of July 11, 2002, by and between CTMPII, LF Strategic Realty Investors II L.P., LFSRI II Alternative Partnership L.P., LFSRI II-CADIM Alternative Partnership L.P., Prometheus Assisted Living LLC, LFSRI II Assisted Living LLC, and Prometheus Senior Quarters LLC SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 29, 2002 PROMETHEUS ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., its managing member By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /s/ John A. Moore -------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LF STRATEGIC REALTY INVESTORS II L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman ---------------------------------------- Name: Scott D. Hoffman Title: Managing Director LFSRI II ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., its managing member By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer SCHEDULE 1 Executive Officers and Members of Investment Committee ------------------------------------------------------ of Lazard Freres Real Estate Investors L.L.C. --------------------------------------------- Set forth below are the names of each of the executive officers and members of the investment committee of Lazard Freres Real Estate Investors L.L.C. ("LFREI") and the present and principal occupation for each such person and the corporation or other organization in which such employment is conducted. The business address of each such person is 30 Rockefeller Plaza, New York, NY 10020. Except as otherwise indicated, each such person is a citizen of the United States. LFREI EXECUTIVE OFFICERS Name Principal Occupation ----------------------- -------------------------------------------- Robert C. Larson Chairman and Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC John A. Moore Managing Principal and Chief Financial Officer of LFREI Mark S. Ticotin Managing Principal of LFREI Gary Ickowicz Principal of LFREI Marjorie L. Reifenberg Principal, General Counsel and Secretary of LFREI Douglas N. Wells Principal of LFREI (citizen of Canada) Andrew E. Zobler Principal of LFREI Henry C. Herms Controller of LFREI LFREI INVESTMENT COMMITTEE Name Principal Occupation ----------------------- -------------------------------------------- Albert H. Garner Managing Director of Lazard Freres & Co. LLC Steven J. Golub Managing Director of Lazard Freres & Co. LLC Jonathan H. Kagan Managing Director of Lazard Freres & Co. LLC Robert C. Larson Chairman and Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC James A. Paduano Managing Director of Lazard Freres & Co. LLC Mark S. Ticotin Managing Principal of LFREI Ali E. Wambold Managing Director of Lazard Freres & Co. LLC SCHEDULE 2 Management Committee of Lazard Freres & Co. LLC ----------------------------------------------- Set forth below are the names of each of the members of the management committee of Lazard Freres & Co. LLC. Except as otherwise indicated, the principal occupation of such person is managing director of Lazard Freres & Co. LLC, the business address of each such person is 30 Rockefeller Plaza, New York, New York 10020 and each person is a citizen of the United States. Principal Occupation Name (if other than as indicated above) ----------------------- -------------------------------------------- Michael J. Castellano Norman Eig Co-Chief Executive Officer of Lazard Asset Management and Managing Director of Lazard Freres & Co. LLC Steven J. Golub Scott D. Hoffman Kenneth M. Jacobs Deputy Chairman of Lazard; and Managing Director and Head of House of Lazard Freres & Co. LLC Gary S. Shedlin David L. Tashjian Charles G. Ward, III President of Lazard Ali E. Wambold SCHEDULE 3 Lazard Board of Lazard LLC -------------------------- Set forth below are the members of the Lazard Board of Lazard LLC, their business address, principal occupation and citizenship:
Principal Occupation and Name Business Address Citizenship --------------------------- --------------------------------------------- ---------------------- Marcus Agius Deputy Chairman of Lazard; and Chairman United Kingdom and Managing Director of Lazard Brothers & Co., Limited Lazard Brothers & Co., Limited 21 Moorfields London EC2P 2HT United Kingdom Antoine Bernheim Investor France Chairman of Assicurazioni Generali S.p.A. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Gerardo Braggiotti Deputy Chairman of Lazard; Managing Italy Director of Lazard Freres S.A.S., Lazard Freres & Co. LLC and Lazard Brothers & Co., Limited; Vice Chairman of Lazard AB Stockholm and Lazard & C. Srl; Member of Supervisory Board of Lazard & Co. GmbH; and Chairman of Lazard Asesores Financieras S.A. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Michel A. David-Weill Chairman of Lazard and Chairman of Lazard France Board of Lazard LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020, USA Jean Guyot Investor France Lazard Freres S.A.S 121 Boulevard Haussmann 75382 Paris Cedex 08 France Kenneth M. Jacobs Deputy Chairman of Lazard; and Managing USA Director and Head of House of Lazard Freres & Co. LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020, USA Alain Merieux President Directeur General (CEO) France BioMerieux S.A. and BioMerieux Alliance 69280 Marcy L'Etoile France Bruno M. Roger Chairman and Head of House of Lazard France Freres S.A.S. Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Patrick G.P. Sayer Chief Executive Officer of Eurazeo France Eurazeo 3 Rue Jacques Bingen 75017 Paris France Francois Voss Managing Director of Lazard Freres S.A.S. France Lazard Freres S.A.S. 121 Boulevard Haussmann 75382 Paris Cedex 08 France Bruce Wasserstein Head of Lazard LLC and Chairman of the USA Executive Committee of Lazard Strategic Coordination Company LLC Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020, USA