-----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, SpCaZJDutu3PEezC/4m8NNDJfJ+O078rQa3ZZLp7Vyi7yYsjEhkwpXZ5vtcrB+Nz vss+B9Bzfjf9/52MgpryhQ== 0000930413-02-000957.txt : 20020415 0000930413-02-000957.hdr.sgml : 20020415 ACCESSION NUMBER: 0000930413-02-000957 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AUTO GROUP INC CENTRAL INDEX KEY: 0001019849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 223086739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49667 FILM NUMBER: 02578940 BUSINESS ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 BUSINESS PHONE: 3135927311 MAIL ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 SC 13G/A 1 c23717_13ga.txt AMENDMENT ------------------------------ OMB APPROVAL ------------------------------ OMB Number: Expires: Estimated average burden hours per response............ ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) United Auto Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 909440109 - -------------------------------------------------------------------------------- (CUSIP Number) March 18, 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) * 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (3-98) Page 1 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.) 13-3371826 .................................................................... - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ................................................................. (b) ..X.............................................................. - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware .............................. - -------------------------------------------------------------------------------- 5. Sole Voting Power 0 ......................... ------------------------------------------------------- Number of Shares Beneficially Owned 6. Shared Voting Power 0 ....................... by Each Reporting ------------------------------------------------------- Person With: 7. Sole Dispositive Power 0 ..................... ------------------------------------------------------- 8. Shared Dispositive Power 4,559,506 ................ - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,559,506 ................ - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ............................. - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 12.68% .......... - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ - -------------------------------------------------------------------------------- SEC 1745 (3-98) Page 2 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 PRELIMINARY NOTE: On February 22, 2002, International Motor Cars Group I, L.L.C. ("IMCG I") and J.P. Morgan Partners (BHCA), L.P. ("JPMP"), Combined Specialty Insurance Company (formerly known as Virginia Surety Company, Inc.) ("AON"), Penske Corporation, and Penske Capital Partners, L.L.C. (the "Managing Member", and each of JPMP, AON and Penske Corporation, an "IMCG I Member"), being all the members of IMCG I, entered into a letter agreement (the "IMCG I Letter Agreement"). Under the terms of the IMCG I Letter Agreement each IMCG I Member may, in connection with its execution of a cash sale of shares of Series A preferred stock or common stock of United Auto Group, Inc. (the "Issuer") attributable to its membership interest in IMCG I, require that IMCG I distribute such shares to that IMCG I Member, subject to certain conditions (an "IMCG I Member Distribution"). Such conditions are as follows: (i) until February 22, 2003, no IMCG I Member may require IMCG I to distribute any of the shares of common stock obtained by IMCG I pursuant to its exercise of warrants of the Issuer on February 1, 2002, unless immediately after giving effect to such distribution, no other shares of Series A preferred stock, Series B preferred stock or common stock of the Issuer are attributable to such IMCG I Member's membership interest in IMCG I or, with respect to JPMP, IMCG II (as defined below) and (ii) other than distributions permitted by the IMCG I Letter Agreement or in connection with reallocation of shares to the Managing Member permitted under IMCG I's operating agreement, IMCG I will not sell or otherwise transfer to a third party any shares of the Issuer attributable to an IMCG I Member's membership interest, without the prior written consent of such IMCG I Member. Moreover, neither IMCG I nor any IMCG I Member can cause the conversion of any shares of Series A preferred stock attributable to its membership interest, except in connection with an IMCG I Member Distribution and upon receipt by IMCG I of notice of redemption by the Issuer. Notwithstanding the foregoing, the Managing Member shall have the right at any time to cause IMCG I to distribute to an IMCG I Member all or a portion of the shares of Series A preferred stock and/or common stock of the Issuer (or any proceeds of such shares) attributable to such IMCG I Member's membership interest. On February 22, 2002, International Motor Cars Group II, L.L.C. ("IMCG II") and JPMP and the Managing Member (each of JPMP and the Managing Member, an "IMCG II Member"), being all the members of IMCG II, entered into a letter agreement (the "IMCG II Letter Agreement"). Under the terms of the IMCG II Letter Agreement each IMCG II Member may, in connection with its execution of a cash sale of shares of Series A preferred stock, Series B preferred stock or common stock of the Issuer attributable to its membership interest in IMCG II, require that IMCG II distribute such shares to that IMCG II Member, subject to certain conditions (an "IMCG II Member Distribution"). Such conditions are as follows: (i) until February 22, 2003, no IMCG II Member may require IMCG II to distribute any of the shares of common stock obtained by IMCG II pursuant to its exercise of warrants of the Issuer on February 1, 2002, unless immediately after giving effect to such distribution, no other shares of Series A preferred stock, Series B preferred stock or common stock of the Issuer are attributable to such IMCG II Member's membership interest in IMCG I or IMCG II and (ii) other than distributions permitted by the IMCG II Letter Agreement or in connection with reallocation of shares to the Managing Member permitted under IMCG II's operating agreement, IMCG II will not sell or otherwise transfer to a third party any shares of the Issuer attributable to an IMCG II Member's membership interest, without the prior written consent of such IMCG II Member. Moreover, neither IMCG II nor any IMCG II Member can cause the conversion of any shares of Series A preferred stock or Series B preferred stock of the Issuer attributable to its membership interest, except in connection with an IMCG II Member Distribution and upon receipt by IMCG II of notice of redemption by the Issuer. Notwithstanding the foregoing, the Managing Member shall have the right at any time to cause IMCG II to distribute to an IMCG II Member all or a portion of the shares of Series A preferred stock, Series B preferred stock and/or common stock of the Issuer (or any proceeds of such shares) attributable to such IMCG II Member's membership interest. The number of shares reported as beneficially owned by JPMP in this Schedule 13G represent the shares of the Issuer attributable as of March 18, 2002 to JPMP's membership interests in IMCG I and IMCG II after giving effect to (i) the sale of 1,230,152 shares of common stock of the Issuer in an underwritten combined primary and secondary public offering of common stock of the Issuer and (ii) the transfer of 133.655 shares of Series A preferred stock (which are convertible into 135,538 shares of common stock as of March 18, 2002) by JPMP to the Managing Member as payment of the carried interest by JPMP to the Managing Member as described in the following sentence. Pursuant to the respective operating agreements of each of IMCG I and IMCG II, the number of shares of the Issuer attributable to JPMP's membership interests in IMCG I and IMCG II shall be reduced at the time of each IMCG I or IMCG II Member Distribution to JPMP by the number of shares actually distributed to JPMP and by the number of shares representing the carried interest payable to the Managing Member pursuant to the respective operating agreements of each of IMCG I and IMCG II with respect to the shares so distributed to JPMP. Moreover, the number of shares reported as beneficially owned by JPMP in this Schedule 13G is subject to increase if dividends accrued on the Series A preferred stock and Series B preferred stock remain unpaid at the time of conversion of such preferred stock into common stock. ITEM 1. (a) NAME OF ISSUER: United Auto Group, Inc. SEC 1745 (3-98) Page 3 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 13400 Outer Drive West, Suite B-36 Detroit, Michigan 48239 ITEM 2. (a) NAME OF PERSON FILING: J.P. Morgan Partners (BHCA), L.P. Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1221 Avenue of the Americas New York, New York 10020 (c) CITIZENSHIP: Delaware (d) TITLE OF CLASS OF SECURITIES (OF ISSUER): Common Stock, par value $0.0001 per share (e) CUSIP NUMBER: 909440109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 240. 13d-1(b) OR 240. 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: 4,559,506 (b) PERCENT OF CLASS: 12.68% as of 3/18/02 (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 0. (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition of: 0. (iv) Shared power to dispose or to direct the disposition of: 4,559,506. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. SEC 1745 (3-98) Page 4 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 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 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 not acquired and are not held for the purpose 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. SEC 1745 (3-98) Page 5 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 19, 2002 J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its General Partner By: JPMP Capital Corp., its General Partner By: /s/ DONALD J. HOFMANN, JR. -------------------------------------- Name: Donald J. Hofmann, Jr. Title: Managing Director SEC 1745 (3-98) Page 6 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 EXHIBIT 2(a) This statement is being filed by J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.), a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at 1221 Avenue of the Americas, New York, New York 10020. JPMP (BHCA) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known as Chase Capital Partners, a New York general partnership), a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund"), whose principal business office is located at the same address as JPMP (BHCA), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JP Morgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JP Morgan Chase. SEC 1745 (3-98) Page 7 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 SCHEDULE A JPMP CAPITAL CORP. EXECUTIVE OFFICERS(1) President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director Dr. Dana Beth Ardi* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Julie Casella-Esposito* Managing Director Jerome Colonna* Managing Director Rodney A. Ferguson* Managing Director David L. Ferguson* Managing Director David Gilbert* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director W. Brett Ingersoll* Managing Director Alfredo Irigoin* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Timothy Purcell* Managing Director Faith Rosenfeld* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Kelly Shackelford* Managing Director Shahan D. Soghikian* Managing Director Patrick J. Sullivan* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Senior Vice President and Assistant Secretary Mounir Nahas* Senior Vice President and Assistant Secretary Stephen Skoczylas* Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein* Vice President and Assistant Secretary Jeffrey Glatt* Vice President and Assistant Secretary Puneet Gulati* Vice President and Assistant Secretary Sandra King* Vice President and Assistant Secretary Scott Kraemer* Secretary Anthony J. Horan** Assistant Secretary Robert C. Caroll** Assistant Secretary Denise G. Connors** - -------- 1 Each of whom is a United States citizen except for Messrs. Britts, Irigoin, and Soghikian. * Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. SEC 1745 (3-98) Page 8 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 DIRECTORS(1) William B. Harrison** Jeffrey C. Walker* - ---------- 1 Each of whom is a United States citizen. * Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. SEC 1745 (3-98) Page 9 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 SCHEDULE B J.P. MORGAN CHASE & CO. EXECUTIVE OFFICERS(1) Chairman of the Board and Chief Executive Officer William B. Harrison Jr.* Vice Chairman; Co-Chief Executive Officer, Investment Bank Geoffrey T. Boisi * Vice Chairman; Head of Retail and Middle Market, Financial Services David A. Coulter* and Management and Private Banking Director of Human Resources John J. Farrell* Vice Chairman; Chairman, Investment Bank Walter A. Gubert* Vice Chairman Thomas B. Ketchum* Director of Corporate Marketing and Communications Frederick W. Hill* Vice Chairman; Co-Chief Executive Officer, Investment Bank Donald H. Layton* Vice Chairman James B. Lee Jr. * General Counsel William H. McDavid* Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro* Vice Chairman Jeffrey C. Walker** Executive Vice President; General Auditor William J. Moran* Chief Financial Officer Dina Dublon* Executive Vice President; Head of Market Risk Management Lesley Daniels Webster* Managing Director; Corporate Treasurer David B. Edelson* Managing Director; Head of Credit Risk Policy Suzanne Hammett* Corporate Secretary Anthony James Horan* Senior Vice President; Chief Compliance Officer Gregory S. Meredith* Controller Joseph L. Scalfani* Assistant Corporate Secretary James C. Berry*
DIRECTORS(1) PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS ---------------------------------------- - -------------------------------------------------------------------------------- Hans W. Becherer Retired Chairman of the Board and Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 - -------------------------------------------------------------------------------- Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 - -------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - -------------------------------------------------------------------------------- - ---------- 1 Each of whom is a United States citizen. * Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York New York 10020. SEC 1745 (3-98) Page 10 of 11 pages SCHEDULE 13G ISSUER: United Auto Group, Inc. CUSIP NO.: 909440109 PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS ---------------------------------------- - -------------------------------------------------------------------------------- Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245 - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - -------------------------------------------------------------------------------- H. Laurence Fuller Retired Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 - -------------------------------------------------------------------------------- Ellen V. Futter President and Trustee American Museum of Natural History Central Park West at 79th Street New York, NY 10024 - -------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - -------------------------------------------------------------------------------- William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer J.P. Morgan Chase & Co. 270 Park Avenue, 8th Floor New York, New York 10017-2070 - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 - -------------------------------------------------------------------------------- Lee R. Raymond Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 - -------------------------------------------------------------------------------- John R. Stafford Chairman of the Board American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - -------------------------------------------------------------------------------- Lloyd D. Ward Chief Executive Officer U.S. Olympic Committee One Olympic Plaza Colorado Springs, CO 80909 - -------------------------------------------------------------------------------- Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----