-----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, UaF/+8tVdFvJ/djbPUyyfP8wxCqxsrhBzF+UbE492Lsdh8NNw/4S5pJYqGHmN6VI +4KUYNRXv2CG/2lqyAKTgQ== 0000912057-02-026659.txt : 20020709 0000912057-02-026659.hdr.sgml : 20020708 20020708172227 ACCESSION NUMBER: 0000912057-02-026659 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARSIGHT CORP CENTRAL INDEX KEY: 0001040853 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770401273 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60577 FILM NUMBER: 02698158 BUSINESS ADDRESS: STREET 1: 800 WEST EL CAMINO REAL STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94040 BUSINESS PHONE: 6503143800 MAIL ADDRESS: STREET 1: 800 WEST EL CAMINO REAL STREET 2: STE 200 CITY: MOUNTAINVIEW STATE: CA ZIP: 94040 SC 13D 1 a2084031zsc13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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)

 

(Amendment No. __)*

Pharsight Corporation

(Name of Issuer)

Common Stock  ($0.001 par value)

(Title of Class of Securities)

71721Q 10 1

(CUSIP Number)

Ivy Dodes

Credit Suisse First Boston

Eleven Madison Avenue

New York, New York 10010

(212) 325-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 26, 2002

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ý

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all, including all exhibits. See Rule 13d-7(b) 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 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).

 

 

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 2 of 17

 

1

 

NAME OF REPORTING PERSON

 

Credit Suisse First Boston, on behalf of the investment banking business of the Credit Suisse First Boston business unit.

 

I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

(b) ý

 

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)

 

o

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

 

SOLE VOTING POWER

 

See Item 5

 

8

 

SHARED VOTING POWER

 

See Item 5

 

9

 

SOLE DISPOSITIVE POWER

 

See Item 5

 

10

 

SHARED DISPOSITIVE POWER

 

See Item 5

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

o

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

See Item 5

 

14

 

TYPE OF REPORTING PERSON

 

BK, HC

 

 

 

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 3 of 17

 

Item 1.                                   Security and Issuer

The class of equity securities to which this statement relates is the common stock, par value $0.001 per share (the “Common Stock”), issued by Pharsight Corporation, a Delaware corporation (“Pharsight”), which has its principal executive office at 800 West El Camino Real, Mountain View, CA 94040.

The Reporting Person (defined below) acquired the Common Stock requiring the filing of this Schedule 13D through the purchase of units (“Units”).  Each unit is comprised of: (a) one share of Series A preferred stock (“Preferred Stock”) of Pharsight, each share of which is convertible into four shares of Common Stock, and (b) one warrant to acquire Common Stock (“Warrants”), pursuant to a Preferred Stock and Warrant Purchase Agreement, dated as of June 25, 2002, between certain investors and Pharsight (the “Purchase Agreement”).

Item 2.                                   Identity and Background

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Schedule 13D is being filed by Credit Suisse First Boston (the “Bank”), a Swiss bank, on behalf of itself and its subsidiaries, to the extent that they constitute part of the investment banking business (the “Reporting Person”) of the Credit Suisse First Boston business unit (the “CSFB business unit”).  The CSFB business unit is also comprised of an asset management business (“Asset Management”).  The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds.  Asset Management provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide.  The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland.  The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse First Boston, Inc. (“CSFBI”), a Delaware corporation.  The address of CSFBI’s principal business and office is Eleven Madison Avenue, New York, New York 10010.  The ultimate parent company of the Bank and CSFBI, and the direct owner of the remainder of the voting stock of CSFBI, is Credit Suisse Group (“CSG”), a corporation formed under the laws of Switzerland.

CSFBI owns all of the voting stock of Credit Suisse First Boston (USA), Inc. (“CSFB-USA”), a Delaware Corporation and holding company.  Donaldson, Lufkin & Jenrette Securities Corporation (“DLJSC”), a Delaware corporation and a registered broker-dealer, is a wholly-owned subsidiary of CSFB-USA.1   The address of the principal business and office of each of CSFB-USA, CSFBC and DLJSC is Eleven Madison Avenue, New York, New York 10010.

CSG is a global financial services company with two distinct business units.  In addition to the CSFB business unit, CSG and its consolidated subsidiaries are comprised of the Credit Suisse Financial Services business unit.  CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person.  CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management and the Credit Suisse Financial Services business unit) may beneficially own shares of the securities of the issuer to which this schedule relates (the “Shares”) and such Shares are not reported in this statement.  CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person.  The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, Asset Management and the Credit Suisse Financial Services business unit.

 DLJ First ESC L.P. (“First ESC”) Sprout Entrepreneurs’ Fund, L.P., (“Sprout Entrepreneurs”), Sprout CEO Fund, L.P. (“Sprout CEO”), Sprout Capital VII, L.P. (“Sprout VII”) and Sprout Capital IX, L.P. (“Sprout IX”) are Delaware limited partnerships which make investments for long term appreciation.

DLJ Capital Corporation (“DLJCC”), a Delaware corporation and a wholly owned subsidiary of CSFB-USA, acts a venture capital partnership management company.  DLJCC is also the general partner of Sprout Entrepreneurs and the managing general partner of Sprout CEO, Sprout Capital VII and Sprout IX and, as such, is responsible for their day to day management.  DLJCC makes all of the investment decisions on behalf of Sprout Entrepreneurs, Sprout CEO, Sprout VII and Sprout IX.

1 DLJSC is a registered broker-dealer effecting trades in many companies, including Pharsight.

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 4 of 17

 

DLJ Associates VII, L.P. (“Associates VII”) and DLJ Associates IX, L.P. (“Associates IX”), each a Delaware limited partnership, are general partners of Sprout VII and Sprout IX, respectively, and in accordance with the terms of the relevant partnership agreements, do not participate in investment decisions made on behalf of Sprout VII and Sprout IX, respectively.  DLJ Capital Associates VII, Inc. (“DLJCA VII”) and DLJ Capital Associates IX, Inc. (“DLJCA IX”), each a Delaware corporation are the managing general partners of Associates VII and Associates IX respectively.

DLJ LBO Plans Management Corporation (“DLJLBO”), a Delaware corporation is the managing general partner of First ESC and is responsible for its day to day operations.  DLJLBO is a registered investment adviser and makes all of the investment decisions on behalf of First ESC.  DLJLBO is a wholly owned subsidiary of Credit Suisse First Boston Private Equity, Inc. (“CSFBPE”), a Delaware corporation, which is a wholly owned subsidiary of CSFB-USA. Hereinafter, First ESC, Sprout Entrepreneurs, Sprout CEO, Sprout VII, Sprout IX, DLJCC, Associates VII, Associates IX, DLJCA VII, DLJCA IX, DLJLBO, CSFBPE are collectively referred to as the “CSFB Entities”).

In addition, the Reporting Person, CSFBI, CSFB-USA and DLJCC may be deemed to beneficially own 15,000 shares of Common Stock subject to option that are currently exercisable or exercisable within 60 days held by Philippe Chambon, M.D., Ph.D., a general partner of Associates VII and Associates IX who serves on the Company’s Board of Directors.

The name, business address, citizenship, title of each executive officer or director of the Reporting Person, CSFBI, CSFB-USA, and those CSFB Entities that are corporations are set forth on Schedules A-1 through Schedules A-9 attached hereto, each of which is incorporated by reference herein.

During the past (5) years none of the Reporting Person, CSFBI, CSFB-USA, CSFBC, the CSFB Entities nor, to the best knowledge of the Reporting Person, any of the other persons listed on Schedules A-1 through A-9 attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws.

Item 3.                                   Source and Amount of Funds or Other Consideration

The Reporting Person acquired (a) Preferred Stock of Pharsight, each share of which is convertible into four shares of Common Stock, (b) and Warrants, pursuant to the Purchase Agreement. The Reporting Person acquired the shares of Preferred Stock and Warrants with cash consideration.  The purchase price for each share of Preferred Stock is $4.008 (the equivalent of $1.002 per share of Common Stock).  The purchase price for each Warrant is $0.125.

The funds used by the Reporting Person that are limited partnerships to purchase the Preferred Stock and Warrants described above were obtained by such entities from capital contributions by their partners and from direct capital commitments by DLJSC and DLJCC.

Item 4.                                   Purpose of Transaction

The Reporting Person purchased the Preferred Stock and Warrants for general investment purposes.  The Reporting Person retains the right to change its investment intent.  The Reporting Person intends to review from time to time the Company’s business affairs and financial position.  Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Person may consider from time to time various alternatives courses of action.  Such actions may include the acquisition of additional shares of Common Stock or other securities through open market purchases, privately negotiated transaction, a tender offer, an exchange offer, or otherwise.  Alternatively, such actions may involve the sale of all or a portion of the shares of Common Stock or other securities in the open market, in privately negotiated transactions, through a public offering or otherwise.

 

Except as set forth herein or attached hereto, the Reporting Person, nor, to the best knowledge of the Reporting Person, any of the other persons listed on Schedules A-1 through A-9 attached hereto, have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.                                   Interest in Securities of the Issuer

(a)                                  On May 31, 2002, there were 18,770,422 shares of Pharsight Common Stock outstanding.

As of June 26, 2002, Donaldson, Lufkin & Jenrette Securities Corporation beneficially owns an aggregate of 97,020 shares of Common Stock, which represents approximately 0.5% of the outstanding Common Stock.  Such shares include 77,616 shares of Common Stock issuable upon the conversion of Preferred Stock and 19,404 shares of Common Stock issuable upon the exercise of the Warrants.

As of June 26, 2002, Sprout Entrepreneurs Funds, L.P. beneficially owns an aggregate of 7,595 shares of Common Stock, which represents approximately 0.04% of the outstanding Common Stock.  Such shares include 6,076 shares of Common Stock issuable upon the conversion of Preferred Stock and 1,519 shares of Common Stock issuable upon the exercise of Warrants.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 5 of 17

 

As of June 26, 2002, Sprout Capital IX, L.P. beneficial owns an aggregate of 1,927,475 shares of Common Stock, which represents approximately 9.3% of the outstanding Common Stock.  Such shares include 1,541,980 shares of Common Stock issuable upon the conversion of Preferred Stock and 385,495 shares of Common Stock issuable upon the exercise of Warrants.

As of June 26, 2002, Sprout Capital VII, L.P. beneficially owns an aggregate of 2,105,340 shares of Common Stock, which represents approximately 10.1% of the outstanding Common Stock.  Such shares include 428,596 shares of Common Stock issuable upon the conversion of Preferred Stock and 107,149 shares of Common Stock issuable upon the exercise of Warrants.

As of June 26, 2002, Sprout CEO Fund, L.P. beneficially owns an aggregate of 24,453 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock.  Such shares include 4,976 shares of Common Stock issuable upon the conversion of Preferred Stock and 1,244 shares of Common Stock issuable upon the exercise of Warrants.

As of June 26, 2002, DLJ Capital Corp. beneficially owns 48,407 shares of Common Stock, which represents approximately 0.26% of the outstanding Common Stock.  Such shares include 9,856 shares of Common Stock issuable upon the conversion of Preferred Stock and 2,464 shares of Common Stock issuable upon the exercise of Warrants.

As of June 26, 2002, DLJ First ESC L.P. beneficially owns 242,020 shares of Common Stock, which represents approximately 1.3% of the outstanding Common Stock.  Such shares include 49,268 shares of Common Stock issuable upon the conversion of Preferred Stock and 12,317 shares of Common Stock issuable upon the exercise of Warrants.

To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person nor any of the CSFB Entities, nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-9 attached hereto, beneficially owns any Common Stock.

(b)                                 There is shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, as to all shares of Common Stock referenced in paragraph 5(a).

(c)                                  To the best knowledge of the Reporting Person and except as described herein, neither the Reporting Person nor any of the CSFB Entities nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-9 attached hereto, has effected any transactions in the Common Stock during the past 60 days.

(d)                                 No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Person, CSFBI, CSFB-USA or the CSFB Entities.

(e)                                  Not applicable.

Item 6.                                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to Item 3 and Item 4.  Pursuant to the Purchase Agreement, the Reporting Persons intend to acquire up to 377,741 additional shares of Preferred Stock at a purchase price of $4.008 per share (convertible into 1,510,964 shares of Common Stock), and up to 377,741 additional Warrants at a purchase price of $0.125 per share, at the Second Closing for cash consideration.  The Second Closing is anticipated to occur after stockholder approval is obtained by Pharsight for the additional issuance of shares of Common Stock.

Item 7.                                   Material to be Filed as Exhibits

A.

Certificate of Designations of Series A and Series B Convertible Preferred Stock of Pharsight Corporation, as filed with the Secretary of State of the State of Delaware on June 26, 2002. (Incorporated by reference to Exhibit 3.4 of Pharsight Corporation’s Annual Report on Form 10K for

 

 

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 6 of 17

 

 

 the year ended March 31, 2002 (the “Annual Report”), as filed with the Securities and Exchange Commission on July 1, 2002. )

B.

Pharsight Corporation Preferred Stock and Warrant Purchase Agreement, dated June 25, 2002, with exhibits. (Incorporated by reference to Exhibit 10.31 of the Annual Report. )

C.

Form of Pharsight Corporation Warrant for the Purchase of Shares of Common Stock. (Incorporated by reference to Exhibit 10.32 of the Annual Report. )

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 7 of 17

 

SIGNATURES

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: July 8, 2002

 

CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the investment banking business of the Credit Suisse First Boston business unit

 

 

By:

/s/ Ivy B. Dodes

 

Name:

Ivy B. Dodes

 

Title:

Managing Director

 

 

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 8 of 17

 

EXHIBIT INDEX

A

Certificate of Designations of Series A and Series B Convertible Preferred Stock of Pharsight Corporation, as filed with the Secretary of State of the State of Delaware on June 26, 2002. (Incorporated by reference to Exhibit 3.4 of Pharsight Corporation’s Annual Report on Form 10K for the year ended March 31, 2002 (the “Annual Report”), as filed with the Securities and Exchange Commission on July 1, 2002. )

B

Pharsight Corporation Preferred Stock and Warrant Purchase Agreement, dated June 25, 2002, with exhibits. (Incorporated by reference to Exhibit 10.31 of the Annual Report. )

C

Form of Pharsight Corporation Warrant for the Purchase of Shares of Common Stock. (Incorporated by reference to Exhibit 10.32 of the Annual Report. )

 

 

 

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 9 of 17

 

SCHEDULE A-1

EXECUTIVE OFFICERS AND DIRECTORS OF
THE REPORTING PERSON

                The following sets forth the name, business address, present principal occupation and citizenship of each executive officer of the Reporting Person.  The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

John J. Mack

 

Eleven Madison Avenue New York, NY 10010 USA

 

Chief Executive Officer, Chairman

 

United States

 

 

 

 

 

 

 

Christopher Carter

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chairman of Europe

 

Great Britain

 

 

 

 

 

 

 

Brady W. Dougan

 

Eleven Madison Avenue New York, NY 10010 USA

 

Head of Securities Division

 

United States

 

 

 

 

 

 

 

Hamiton E. James

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chairman Global Investment Banking and Private Equity

 

United States

 

 

 

 

 

 

 

Stephen R. Volk

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chairman of CSFB

 

United States

 

 

 

 

 

 

 

Thomas R. Nides

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chief Administrative Officer

 

United States

 

 

 

 

 

 

 

Hector W. Sants

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chief Executive of Europe

 

United States

 

 

 

 

 

 

 

Richard E. Thornburgh

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Chief Financial Officer

 

United States

 

 

 

 

 

 

 

Adebayo Ogunlesi

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Head of Global Investment Banking

 

Nigeria

 

 

 

 

 

 

 

Eileen K. Murray

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Head of IT and Operations

 

United States

 

 

 

 

 

 

 

Brian Finn

 

Eleven Madison Avenue  New York, NY 10010 USA

 

Member of CSFB Office of the Chairman

 

United States

 

 

 

 

 

 

 

Gary G. Lynch

 

Eleven Madison Avenue New York, NY 10010 USA

 

Global General Counsel

 

United States

 

 

A-9.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 10 of 17

 

SCHEDULE A-2

EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON, INC.

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston, Inc.  The business address of Credit Suisse First Boston, Inc. is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

John J. Mack

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President, Chief Executive Officer and Board Member

 

United States

 

 

 

 

 

 

 

Stephen R. Volk

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member

 

United States

 

 

 

 

 

 

 

Richard E. Thornburgh

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Financial Officer and Board Member

 

United States

 

 

 

 

 

 

 

Adebayo O. Oguniesi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

Nigeria

 

 

 

 

 

 

 

Brady W. Dougan

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Carlos Onis

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

D. Wilson Ervin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

David C. Fisher, M.D.

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Accounting Officer and Controller

 

United States

 

 

 

 

 

 

 

David C. O’Leary

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Gary G. Lynch

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and General Counsel

 

United States

 

 

 

 

 

 

 

Hamilton E. James

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Jeffrey H. Salzman

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Lewis H. Wirshba

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and Treasurer

 

United States

 

 

 

 

 

 

 

Nell Moskowitz

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Nell Radey

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Robert C. O’Brien

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and Chief Credit Officer

 

United States

 

 

 

 

 

 

 

Eileen K. Murray

 

Eleven Madison Avenue

 

Managing Director

 

United States

 

 

A-10.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 11 of 17

 

SCHEDULE A-3

EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON (USA), INC.

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston (USA), Inc.  The business address of Credit Suisse First Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

John J. Mack

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President, Chief Executive Officer and Board Member

 

United States

 

 

 

 

 

 

 

Stephen R. Volk

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and Board Member

 

United States

 

 

 

 

 

 

 

Richard E. Thornburgh

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Head of Finance & Risk

 

United States

 

 

 

 

 

 

 

Adebayo O. Oguniesi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member, Managing Director and Head Global Investment Banking

 

Nigeria

 

 

 

 

 

 

 

Hamilton E. James

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Chair of Global Investment Banking & Private Equity

 

United States

 

 

 

 

 

 

 

Eileen K. Murray

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member  and Managing Director

 

United States

 

 

 

 

 

 

 

Brady W. Dougan

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Head of the Securities Division and Board Member

 

United States

 

 

 

 

 

 

 

Jeffrey M. Peek

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director, Head of Financial Services Division

 

United States

 

 

 

 

 

 

 

Andrew B. Federbusch

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Carlos Onis

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

D. Wilson Ervin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Head of Strategic Risk Management

 

United States

 

 

 

 

 

 

 

David C. Fisher

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Financial and Accounting Officer

 

United States

 

 

 

 

 

 

 

Gary G. Lynch

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and General Counsel

 

United States

 

 

 

 

 

 

 

Luther L. Terry, Jr.

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Neil Radey

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Nell Moskowitz

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

A-11.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 12 of 17

 

SCHEDULE A - -4

EXECUTIVE OFFICERS AND DIRECTORS OF
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Donaldson, Lufkin & Jenrette Securities Corporation.  The business address of Donaldson, Lufkin & Jenrette Securities Corporation is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

John J. Mack

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President, Chief Executive Officer and Board Member

 

United States

 

 

 

 

 

 

 

Richard E. Thornburgh

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Jeffrey M. Peek

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member

 

United States

 

 

 

 

 

 

 

David C. Fisher

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Financial Officer and Board Member

 

United States

 

 

 

 

 

 

 

Hamilton E. James

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Carlos Onis

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Brady W. Dougan

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Richard F. Bruckner

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Andrew F. Federbusch

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

D. Wilson Ervin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Frank J. DeCongello

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and Head of Operations

 

United States

 

 

 

 

 

 

 

Lewis H. Wirshba

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director and Treasurer

 

United States

 

 

 

 

 

 

 

Michael J. Campbell

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Robert C. O’Brien

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

A-12.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 13 of 17

 

SCHEDULE A-5

EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON PRIVATE EQUITY, INC.

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston Private Equity, Inc.  The business address of Credit Suisse First Boston Private Equity, Inc. is Eleven Madison Avenue, New York, New York 10010.

 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

Hamilton E. James

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member

 

United States

 

 

 

 

 

 

 

Lawrence M.v.D. Schloss

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Chief Executive Officer

 

United States

 

 

 

 

 

 

 

George R. Horning

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Operating Officer

 

United States

 

 

 

 

 

 

 

Kenneth J. Lohsen

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Controller

 

United States

 

 

 

 

 

 

 

Edward A. Poletti

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Financial Officer

 

United States

 

 

 

 

 

 

 

Nicole S. Arnaboldi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Chief Operations Officer — Funds Management

 

United States

 

 

A-13.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 14 of 17

 

SCHEDULE A-6

EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ CAPITAL CORPORATION

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of DLJ Capital Corporation.  The business address of DLJ Capital Corporation is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

Keith B. Geeslin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member, Chairman and Managing Director

 

United States

 

 

 

 

 

 

 

Raymond M. Disco

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Treasurer

 

United States

 

 

 

 

 

 

 

Robert Finzi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Board Member and Managing Director

 

United States

 

 

 

 

 

 

 

Alexander Rosen

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

George R. Hornig

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President

 

United States

 

 

 

 

 

 

 

Janet A. Hickey

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Kathleen LaPorte

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Philippe Chambon

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

 

 

 

 

 

Stephen M. Diamond

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Managing Director

 

United States

 

 

A-14.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 15 of 17

 

SCHEDULE A-7

EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ LBO PLANS MANAGEMENT CORPORATION

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of DLJ LBO Plans Management Corporation.  The business address of DLJ LBO Plans Management Corporation is Eleven Madison Avenue, New York, New York 10010. 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

George R. Hornig

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President and Board Member

 

United States

 

 

 

 

 

 

 

Joseph F. Huber

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President and Board Member

 

United States

 

 

 

 

 

 

 

David C. O’Leary

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President and Board Member

 

United States

 

 

 

 

 

 

 

David M. Russell

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Edward A. Poletti

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Senior Vice President and Controller

 

United States

 

 

 

 

 

 

 

Gregory W. Burnes

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Ivy B. Dodes

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

James D. Allen

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

John S. Ficarra

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Matthew C. Kelly

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Michael Arpey

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Peter J. Murray

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

 

 

 

 

 

Richard A. Scardina

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

United States

 

 

A-15.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 16 of 17

 

SCHEDULE A-8

EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ CAPTIAL ASSOCIATES VII, INC.

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of DLJ Capital Associates VII, Inc.  The business address of DLJ Capital Associates VII, Inc. is Eleven Madison Avenue, New York, New York 10010.

 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

Keith Geeslin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President

 

United States

 

 

 

 

 

 

 

Robert Finzi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President and Board Member

 

United States

 

 

 

 

 

 

 

Philippe Chambon

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

France

 

 

A-16.

 

 

CUSIP No. 71721Q 10 1

 

 

 

13D

 

 

Page 17 of 17

 

SCHEDULE A-9

EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ CAPITAL ASSOCIATES IX, INC.

                The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of DLJ Capital Associates XI, Inc.  The business address of DLJ Capital Associates IX, Inc. is Eleven Madison Avenue, New York, New York 10010.

 

Name

 

Business Address

 

Title

 

Citizenship

 

 

 

 

 

 

 

Keith Geeslin

 

Eleven Madison Avenue
New York, NY 10010 USA

 

President

 

United States

 

 

 

 

 

 

 

Robert Finzi

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President and Board Member

 

 

United States

 

 

 

 

 

 

 

Philippe Chambon

 

Eleven Madison Avenue
New York, NY 10010 USA

 

Vice President

 

France

 

 

 

A-17.

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