-----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, TZQ4osVm2vz+haiU+jyGwqABmVq/RbCZfWxA2MeQWbf3vhUM8/IaqB3x36YEC3C/ GzjsE+1RPzlIHCwI5SwMhA== 0000903423-01-500233.txt : 20010718 0000903423-01-500233.hdr.sgml : 20010718 ACCESSION NUMBER: 0000903423-01-500233 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANTHRACITE CAPITAL INC CENTRAL INDEX KEY: 0001050112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133978906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54179 FILM NUMBER: 1683363 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2127545560 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: ANTHRACITE MORTGAGE CAPITAL INC DATE OF NAME CHANGE: 19971121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 csfb_13da-717.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Anthracite Capital, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 037023108 (CUSIP Number) Ivy B. Dodes Credit Suisse First Boston 11 Madison Avenue New York, New York 10010 (212) 225-2000 Craig B. Brod Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 2000 (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 because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-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 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 ("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. 037023108 Page 2 of ___ Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7 SOLE VOTING POWER See Item 5 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY See Item 5 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 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* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14 TYPE OF REPORTING PERSON* BK, HC, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. The Reporting Person (as defined below) hereby amends and supplements the Report on Schedule 13D, originally filed on December 10, 1999 (the "Schedule 13D") with respect to the shares of common stock, par value $.001 per share (the "Shares"), of Anthracite Capital, Inc. (the "Company"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. All references in the Schedule 13D to Donaldson, Lufkin & Jenrette, Inc. or to the defined term "DLJ", to the extent not otherwise amended by this Amendment No. 1, are hereby amended to refer instead to Credit Suisse First Boston (USA), Inc. and to the defined term "CSFB-USA," respectively. All references to DLJ Capital Investors, Inc. or to the defined term "DLJCI," to the extent not otherwise amended by this Amendment No. 1, are hereby amended to refer instead to CSFB Private Equity, Inc. and to the defined term "CSFBPE," respectively. Item 2. Identity and Background. The response set forth in Item 2 of the Schedule 13D is hereby amended as follows: (i) by deleting the first paragraph and replacing it with the following: "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 Credit Suisse First Boston business unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business unit is engaged in the corporate and investment banking, trading (equity, fixed income and foreign exchange), private equity investment and derivatives businesses on a worldwide basis. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland. The Bank and its subsidiaries engage in other separately managed activities, most of which constitute the independently operated Credit Suisse Asset Management business unit; the Credit Suisse Asset Management business unit provides asset management and investment advisory services to institutional investors worldwide. 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 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. As of November 3, 2000, CSFBI acquired all of the voting stock of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), and the following entities became indirect subsidiaries of CSFBI: (1) RECP II Anthracite, LLC, a Delaware limited liability company ("RECP"); (2) DLJ Real Estate Capital Partners II, L.P., a Delaware limited partnership and sole member of RECP ("RECP LP"); (3) DLJ Real Estate Capital Partners SBS II, Inc., a Delaware corporation ("RECP SBS"); (4) DLJ Real Estate Capital II, L.P., a Delaware limited partnership ("REC LP"); (5) DLJ Real Estate Capital II, Inc. ("REC INC"); (6) DLJ Real Estate Capital Partners, Inc., a Delaware corporation ("RECP INC"); (7) DLJ Real Estate Capital Funding II, L.P., a Delaware limited partnership ("RECF LP"); (8) DLJ ESC II L.P., a Delaware limited partnership ("ESC II"); (9) DLJ LBO Plans Management Corporation, a Delaware corporation ("LBO"); (10) DLJ Capital Investors, Inc., a Delaware corporation ("DLJCI") and (11) Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ" and together with all of the entities listed above, the "DLJ Entities")). RECP SBS is a Delaware corporation. RECP SBS is a wholly owned subsidiary of CSFBPE. RECF LP is a Delaware limited partnership that makes investments for long term appreciation. LBO is the managing general partner of RECF LP and makes all of the investment decisions on behalf of RECF LP. ESC II is a Delaware limited partnership and an "employee securities company" as defined in the Investment Company Act of 1940, as amended. LBO is the managing general partner of ESC II and makes all of the investment decisions on behalf of ESC II. LBO is a Delaware corporation and a registered investment adviser. LBO is a wholly owned subsidiary of CSFBPE. As the managing general partner of ESC II and RECF LP, LBO is responsible for the day-to-day management of ESC II and RECF LP. (ii) by inserting after the first sentence of the fifth paragraph the following sentence: "RECP INC is a wholly owned subsidiary of CSFBPE." (iii) by deleting the eighth through the twelfth paragraph. (iv) by deleting the second sentence of the thirteenth paragraph through the sixteenth paragraph and replacing them with the following: "The principal business of CSG is acting as a holding company for a global financial services group with five distinct specialized business units that are independently operated. In addition to the two business units referred to above, CSG and its subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the Credit Suisse Private Banking business unit that engages in global private banking business, (b) the Credit Suisse business unit that engages in the Swiss domestic banking business and (c) the Winterthur business unit that engages in the global insurance business. The address of CSG's principal business and office is Paradeplatz 8, Postfach 1, CH-8070, Zurich, Switzerland. CSG, for purposes of certain federal securities laws, may be deemed ultimately to control the Bank and the CSFB business unit. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including all of the business units except the CSFB business unit), may beneficially own Shares, and such Shares are not reported in this Amendment No.1. Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the CSFB business unit. The CSFB business unit disclaims beneficial ownership of Shares beneficially owned by CSG and any of CSG's and the Bank's other business units. The address of the principal business and office of each of CSFBI is 11 Madison Avenue, New York, New York 10010." (v) by deleting the seventeenth paragraph and replacing it with the following: "The name, business address, citizenship, present principal occupation or employment and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or director of the Reporting Person, CSFBI, CSFB-USA and those DLJ Entities that are corporations are set forth on Schedules A through I, respectively, attached hereto, each of which is incorporated by reference herein. During the past five (5) years none of the Reporting Person, CSFBI, CSFB-USA, the DLJ Entities nor, to the best knowledge of the Reporting Person, any of the persons listed on Schedules A through I 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 5. Interest in Securities of the Issuer. The response set forth in (a) and (b) of Item 5 of the Schedule 13D is hereby amended as follows: (i) by adding, at the beginning of the first paragraph, the words "The information set forth in this and the three following paragraphs is presented as of December 10, 1999." (ii) by deleting the second and third sentences of the fifth paragraph and replacing them with the following sentence: "CSFB-USA disclaims beneficial ownership of the Shares." (iii) by deleting the sixth paragraph and inserting the following: "As of the date of this Amendment No. 1, RECP LP directly holds Preferred Stock convertible into 3,236,970 Shares and has the shared power to vote and direct the disposition of such Preferred Stock, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, REC LP directly holds Preferred Stock convertible into 209,218 Shares and has the shared power to vote and direct the disposition of such Preferred Stock, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, RECP SBS directly holds Preferred Stock convertible into 6,841 Shares and has the shared power to vote and direct the disposition of such Preferred Stock, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, RECF LP directly holds Preferred Stock convertible into 49,727 Shares and has the shared power to vote and direct the disposition of such Preferred Stock, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, ESC II directly holds Preferred Stock convertible into 606,833 Shares and has the shared power to vote and direct the disposition of such Preferred Stock, in accordance with the relationships described in Item 2. As a result of the holdings of the Company's securities described above, the Reporting Person may be deemed to beneficially own indirectly 4,109,589 Shares, representing 10.8% of the outstanding Shares." The response set forth in (c) of Item 5 of the Schedule 13D is hereby deleted and replaced by the following: "No transactions in the Preferred Stock have been effected since September 4, 2000 by the Reporting Person, CSFBI, CSFB-USA or the DLJ Entities." 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. Dated: July 17, 2001 Credit Suisse First Boston, acting solely on behalf of the Credit Suisse First Boston business unit. By: /s/ Ivy B. Dodes ------------------------------ Name: Ivy B. Dodes Title: Vice President SCHEDULES Schedules A through L are hereby deleted in their entirety and replaced with the following: Schedule A Executive Officers and Directors of Real Estate Capital Partners SBS II, Inc. The name and titles of the Executive Officers of Real Estate Capital Partners SBS II, Inc. and their business addresses and principal occupations are set forth below. The business address of Real Estate Capital Partners SBS II, Inc. is 277 Park Avenue, New York, New York 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Hamilton E. James 277 Park Avenue Vice President, USA Chief Executive Officer and New York, NY 10172 Donaldson, Lufkin & Director Jenrette Securities Corporation Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse USA Chief Operating Officer and New York, NY First Boston business unit Director 10010 Anthony F. Daddino 277 Park Avenue Chief Administrative USA Executive Vice President and New York, New York Officer, Credit Suisse Director 10172 First Boston business unit Ivy B. Dodes 277 Park Avenue Senior Vice USA Vice President New York, New York President/Principal, DLJ 10172 Merchant Banking, Inc. James D. Allen 277 Park Avenue Vice President, USA Vice President New York, NY 10172 Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue Vice President, USA John S. Ficarra New York, New York Donaldson, Lufkin & Vice President 10172 Jenrette Securities Corporation 277 Park Avenue Principal, DLJ Merchant USA Edward A. Poletti New York, New York Banking, Inc. Vice President 10172 Stuart S. Flamberg 277 Park Avenue Senior Vice President and USA Vice President and Director of New York, New York Tax Officer, DLJ Taxes 10172 Securities Corporation Mark A. Competiello 277 Park Avenue Senior Vice President and USA Vice President and Tax Manager New York, New York Tax Officer, DLJ 10172 Securities Corporation
Schedule B Executive Officers and Directors of RECP II Anthracite, LLC The name and titles of the Executive Officers of RECP II Anthracite, LLC and their business addresses and principal occupations are set forth below. The business address of RECP II Anthracite, LLC is 277 Park Avenue, New York, New York 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- David R. Weil 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit Andrew P. Rifkin 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit Philip C. Tager 277 Park Avenue Director, Credit Suisse USA Senior Vice President New York, New York First Boston business unit 10172
Schedule C Executive Officers and Directors of DLJ Real Estate Capital II, Inc. The names of the Directors and the names and titles of the Executive Officers of DLJ Real Estate Capital II, Inc. and their business addresses and principal occupations are set forth below. The business address of DLJ Real Estate Capital II, Inc. is 277 Park Avenue, New York, New York 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Hamilton E. James 277 Park Avenue Co-Head of Investment USA Chairman New York, New York Banking, Credit Suisse 10172 First Boston business unit Lawrence M.v.D. Schloss 277 Park Avenue Global Head of Private USA Vice Chairman New York, New York Equity, Credit Suisse 10172 First Boston business unit Anthony F. Daddino 277 Park Avenue Chief Administrative USA Managing Director New York, New York Officer, Credit Suisse 10172 First Boston business unit Barry A. Sholem 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit David R. Weil 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit Nicole S. Arnaboldi 277 Park Avenue Managing Director and USA Managing Director New York, New York Chief Administrative 10172 Officer, Credit Suisse First Boston business unit Dang T. Phan 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit Andrew R. Kassoy 277 Park Avenue Managing Director, Credit USA Senior Vice President New York, New York Suisse First Boston 10172 business unit Ivy B. Dodes 277 Park Avenue Senior Vice USA Vice President New York, New York President/Principal, DLJ 10172 Merchant Banking, Inc. John S. Ficarra 277 Park Avenue Vice President, USA Vice President New York, New York Donaldson, Lufkin & 10172 Jenrette Securities Corporation Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant USA Vice President and Controller New York, New York Banking, Inc. 10172 Stuart S. Flamberg 277 Park Avenue Senior Vice President and USA Director of Taxes New York, New York Tax Officer, DLJ 10172 Securities Corporation Mark A. Competiello 277 Park Avenue Senior Vice President and USA Vice President and Tax Manager New York, New York Tax Officer, DLJ 10172 Securities Corporation
Schedule D Executive Officers and Directors of DLJ Real Estate Capital Partners, Inc. The names of the Directors and the names and titles of the Executive officers of DLJ Real Estate Capital Partners, Inc. and their business addresses and principal occupations are set forth below. The business address of DLJ Real Estate Capital Partners, Inc. is 277 Park Avenue, New York, New York 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Hamilton E. James 277 Park Avenue Co-Head of Investment USA Chairman New York, New York Banking, Credit Suisse 10172 First Boston business unit Lawrence M.v.D. Schloss 277 Park Avenue Global Head of Private USA Vice Chairman New York, New York Equity, Credit Suisse 10172 First Boston business unit Barry A. Sholem 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit David R. Weil 277 Park Avenue Managing Director, Credit USA Managing Director New York, New York Suisse First Boston 10172 business unit Nicole S. Arnaboldi 277 Park Avenue Managing Director and USA Managing Director New York, New York Chief Administrative 10172 Officer, Credit Suisse First Boston business unit Dang T. Phan 277 Park Avenue Managing Director, Credit USA Senior Vice President New York, New York Suisse First Boston 10172 business unit Andrew P. Rifkin 277 Park Avenue Managing Director, Credit USA Senior Vice President New York, New York Suisse First Boston 10172 business unit Ivy B. Dodes 277 Park Avenue Senior Vice USA Vice President New York, New York President/Principal, DLJ 10172 Merchant Banking, Inc. Andrew R. Kassoy 277 Park Avenue Managing Director, Credit USA Vice President New York, New York Suisse First Boston 10172 business unit Murray McQueen 277 Park Avenue Director, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant USA Vice President and Controller New York, New York Banking, Inc. 10172 Stuart S. Flamberg 277 Park Avenue Senior Vice President and USA Vice President and Director of New York, New York Tax Officer, DLJ Taxes 10172 Securities Corporation Mark A. Competiello 277 Park Avenue Senior Vice President and USA Vice President and Tax Manager New York, New York Tax Officer, DLJ 10172 Securities Corporation
Schedule E Executive Officers and Directors of CSFB Private Equity, Inc. The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the CSFB Private Equity, Inc. The business address of the CSFB Private Equity, Inc. is 277 Park Avenue, New York, NY 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Lawrence M.v.D. Schloss 277 Park Avenue Global Head of Private Equity, USA Chief Executive Officer and Director New York, New York Credit Suisse First Boston 10172 business unit Hamilton E. James 277 Park Avenue Co-Head of Investment Banking, USA Director New York, NY Credit Suisse First Boston 10172 business unit Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA Director New York, NY Credit Suisse First Boston 10010 business unit Nicole S. Arnaboldi 277 Park Avenue Managing Director and Chief USA Chief Operating Officer - Funds New York, New York Administrative Officer, Credit Management 10172 Suisse First Boston business unit George R. Hornig 277 Park Avenue Managing Director, Credit Suisse USA Chief Operating Officer New York, NY First Boston business unit 10172 Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant Banking, USA Chief Financial Officer New York, NY Inc. 10172 Mark A. Competiello 277 Park Avenue Senior Vice President and Tax USA Vice President and Tax Manager New York, New York Officer, DLJ Securities 10172 Corporation Ivy B. Dodes 277 Park Avenue Senior Vice President USA Vice President New York, NY /Principal, DLJ Merchant 10172 Banking, Inc. Stuart S. Flamberg 277 Park Avenue Senior Vice President and Tax USA Vice President and Deputy Director New York, New York Officer, DLJ Securities of Taxes 10172 Corporation John Gallagher 277 Park Avenue Managing Director, Credit Suisse USA Vice President and Director of Taxes New York, NY First Boston business unit 10172 Lindsay Hollister 277 Park Avenue Managing Director, Credit Suisse USA Vice President and General Counsel New York, NY First Boston business unit 10172 Sean Lammers 277 Park Avenue Vice President, Credit Suisse USA Vice President New York, NY First Boston business unit 10172 Edward Nadel 277 Park Avenue Vice President, Credit Suisse USA Vice President New York, NY First Boston business unit 10172 Peter Song 277 Park Avenue Assistant Vice President, Credit USA Vice President New York, NY Suisse First Boston business unit 10172 Mina Yu 277 Park Avenue Assistant Vice President, Credit USA Vice President New York, NY Suisse First Boston business unit 10172 Laura Raftery 277 Park Avenue Director, Credit Suisse First USA Treasurer New York, NY Boston business unit 10172 Lori M. Russo 277 Park Avenue Director, Credit Suisse First USA Secretary New York, NY Boston business unit 10172 Rhonda G. Matty 277 Park Avenue Vice President, Credit Suisse USA Assistant Secretary New York, NY First Boston business unit 10172
Schedule F Executive Officers and Directors of DLJ LBO Plans Management Corporation The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the DLJ LBO Plans Management Corporation. The business address of the DLJ LBO Plans Management Corporation is 277 Park Avenue, New York, NY 10172. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA President New York, NY 10010 Credit Suisse First Boston business unit Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant Banking, USA Senior Vice President and Controller New York, NY 10172 Inc. James D. Allen 277 Park Avenue Vice President, Donaldson, USA Vice President New York, NY 10172 Lufkin & Jenrette Securities Corporation Ivy B. Dodes 277 Park Avenue Senior Vice President/Principal, USA Vice President and New York, NY 10172 DLJ Merchant Banking, Inc. Assistant Secretary John S. Ficarra 277 Park Avenue Vice President, Donaldson, USA Vice President New York, NY 10172 Lufkin & Jenrette Securities Corporation Osamu Watanabe 2121 Avenue of the Stars Vice President, Donaldson, USA Vice President 30th Floor Lufkin & Jenrette Securities Los Angeles, CA 90067 Corporation Arthur S. Zuckerman 277 Park Avenue Chief Administrative Officer, USA Vice President New York, NY 10172 Sprout Group Richard A. Scardina 277 Park Avenue Assistant Vice President, USA Divisional Vice President New York, NY 10172 Donaldson, Lufkin & Jenrette Securities Corporation Michael Arpey 277 Park Avenue Managing Director, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 Mark A. Competiello 277 Park Avenue Senior Vice President and Tax USA Vice President and Tax Manager New York, New York Officer, DLJ Securities 10172 Corporation Stuart S. Flamberg 277 Park Avenue Senior Vice President and Tax USA Vice President and Deputy Director New York, New York Officer, DLJ Securities of Taxes 10172 Corporation John J. Gallagher 277 Park Avenue Managing Director, Credit Suisse USA Vice President and Director of Taxes New York, New York First Boston business unit 10172 John F. Huber 277 Park Avenue Managing Director, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 Matthew C. Kelly 277 Park Avenue Vice President, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 Edward S. Nadel 277 Park Avenue Vice President, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 David C. O'Leary 277 Park Avenue Managing Director, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 David M. Russell 277 Park Avenue Vice President, Credit Suisse USA Vice President New York, New York First Boston business unit 10172 Mina Yu 277 Park Avenue Assistant Vice President, Credit USA Vice President New York, New York Suisse First Boston business unit 10172 Lori M. Russo 277 Park Avenue Director, Credit Suisse First USA Secretary New York, New York Boston business unit 10172 Rhonda G. Matty 277 Park Avenue Vice President, Credit Suisse USA Assistant Secretary New York, New York First Boston business unit 10172 Raymond Disco 277 Park Avenue Director, Credit Suisse First USA Treasurer New York, New York Boston business unit 10172
Schedule G Directors and Executive Officers of Credit Suisse First Boston (USA), Inc. The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the Credit Suisse First Boston (USA), Inc. The business address of the Credit Suisse First Boston (USA), Inc. is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA President and Chief Executive Officer New York, NY 10010 and President and Chief and Board Member Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Chief Financial and Administrative New York, NY 10010 Credit Suisse First Boston Officer and Board Member business unit Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Division Head-Equities and Board New York, NY 10010 First Boston business unit Member D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First Boston business unit David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston Board Member business unit Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit Member Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First Finance Boston business unit Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA Division Head of Private Equity New York, NY 10010 Suisse First Boston business unit Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA Chief Credit Officer New York, NY 10010 Suisse First Boston business unit Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Division Head-Finance, Administration New York, NY 10010 Board and Chief Financial and Operations and Board Member Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA Treasurer New York, NY 10010 Boston business unit Robert M. Baylis 11 Madison Avenue Member of the Board of Directors USA Board Member New York, NY 10010 for various unaffiliated companies and organizations Philip K. Ryan 11 Madison Avenue Member of the Executive Board USA Board Member New York, NY 10010 and Chief Financial Officer, Credit Suisse Group Maynard J. Toll, Jr. 11 Madison Avenue Retired Investment Banker; USA Board Member New York, NY 10010 Chairman, Edmund S. Muskie Foundation; President, Nelson & Toll Properties, Ltd.
Schedule H Directors and Executive Officers of Credit Suisse First Boston, Inc. The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the Credit Suisse First Boston, Inc. The business address of the Credit Suisse First Boston, Inc. is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA President and Chief Executive Officer New York, NY 10010 and President and Chief and Board Member Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Chief Administrative Officer and New York, NY 10010 Credit Suisse First Boston Board Member business unit Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Division Head-Equities and Board New York, NY 10010 First Boston business unit Member D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First Boston business unit David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston Board Member business unit Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit Member Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First Finance Boston business unit Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA Chief Credit Officer New York, NY 10010 Suisse First Boston business unit Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Chief Financial Officer and New York, NY 10010 Board and Chief Financial Board Member Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA Treasurer New York, NY 10010 Boston business unit Garret M. Moran 11 Madison Avenue Head of Private Equity, Credit USA Head of Private Equity New York, NY 10010 Suisse First Boston business unit
Schedule I Executive Board Members and Executive Officers of the CSFB business unit The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the CSFB business unit. The business address of the CSFB business unit is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA Chairman New York, NY 10010 and President and Chief Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Board Member New York, NY 10010 First Boston business unit Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit United Kingdom Board Member New York, NY 10010 Suisse First Boston business unit David C. Mulford One Cabot Square Chairman International, Credit United Kingdom Board Member London, England Suisse First Boston E14 4QJ Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, USA Board Member Singapore Credit Suisse First Boston Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Bennett Goodman 277 Park Avenue Managing Director and Global USA Board Member New York, NY 10172 Head of Leveraged Finance Fixed Income Division, Credit Suisse First Boston business unit David S. Moore 11 Madison Avenue Deputy Head of Global Equity USA Board Member New York, NY 10010 Trading, Credit Suisse First Boston business unit Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Paul Calello 11 Madison Avenue Managing Director, Credit Suisse USA Board Member New York, NY 10010 First Boston and Head of Equity Derivatives and Convertibles Unit Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse United Kingdom Board Member London, England First Boston and Chairman, E14 4DA Global Equity Capital Markets and Head of European Investment Banking James P. Healy 11 Madison Avenue Managing Director, Credit Suisse USA Board Member New York, NY 10010 First Boston and Global Head of Emerging Market Group John Nelson One Cabot Square Chairman, Credit Suisse First United Kingdom Board Member London, England Boston Europe Limited E14 4QJ Trevor Price One Cabot Square Managing Director, Credit Suisse United Kingdom Board Member London, England First Boston and Head of E14 4QJ Developed Markets Rates Business in the Fixed Income Division Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Board Member New York, NY 10010 Board and Chief Financial Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit
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