-----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, GvEd1P3x9RvYx1V1hTWQcOPNtxpmLHYo4R83fk/wF4HhLys1eZtbW0fLGyUjmPvO bI3MF8Z+NvfwqlsimOYZRA== 0000950133-01-000632.txt : 20010223 0000950133-01-000632.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950133-01-000632 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 GROUP MEMBERS: B&T ENTERPRISES LLC GROUP MEMBERS: C/S VENTURE INVESTORS LP GROUP MEMBERS: CARLYLE US VENTURE PARTNERS LP GROUP MEMBERS: CARLYLE VENTURE COINVESTMENT LLC GROUP MEMBERS: CARLYLE VENTURE PARTNERS LP GROUP MEMBERS: TC GROUP LLC GROUP MEMBERS: TCG HOLDINGS LLC GROUP MEMBERS: TCG VENTURES LLC GROUP MEMBERS: TCG VENTURES LTD GROUP MEMBERS: THE CARLYLE GROUP LP GROUP MEMBERS: THE CARLYLE PARTNERS LEVERAGED CAPITAL FUND I LP GROUP MEMBERS: TWC VIRGINIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITYBOOKS COM INC CENTRAL INDEX KEY: 0001069502 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 541876848 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-60967 FILM NUMBER: 1546380 BUSINESS ADDRESS: STREET 1: 1606 20TH ST NW STREET 2: SUITE 1 CITY: WASHINGTON STATE: DC ZIP: 20009 MAIL ADDRESS: STREET 1: 2020 K ST 6TH FL CITY: WASHINGTON STATE: DC ZIP: 20006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TC GROUP LLC CENTRAL INDEX KEY: 0000933790 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 527656007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 MAIL ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13G 1 w45606asc13g.txt SCHEDULE 13G 1 United States Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Varsity Group Inc. ------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share --------------------------------------- (Title of Class of Securities) 922300 10 8 ----------- (CUSIP Number) February 14, 2001 ----------------- (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) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) 2 CUSIP No. 922300 10 8 13G Page 1 of 12 1. Name of Reporting Person: TCG Holdings, L.L.C. IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box (a)[ ] if a Member of a Group (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 2,108,070 7. Sole Dispositive Power 0 8. Shared Dispositive Power 2,108,070 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,108,070 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 13.3% 12. Type of Reporting Person OO (Limited Liability Company) 2 3 CUSIP No. 922300 10 8 13G Page 2 of 12 1. Name of Reporting Person: TC Group, L.L.C., d/b/a The Carlyle Group IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 2,108,070 7. Sole Dispositive Power 0 8. Shared Dispositive Power 2,108,070 9. Aggregate Amount Beneficially Owned 2,108,070 by Each Reporting Person: 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 13.3% 12. Type of Reporting Person OO (Limited Liability Company) 3 4 CUSIP No. 922300 10 8 13G Page 3 of 12 1. Name of Reporting Person: TWC Virginia, Inc. IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Virginia Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 9. Aggregate Amount Beneficially Owned 992,000 by Each Reporting Person: (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 6.3% 12. Type of Reporting Person CO 4 5 CUSIP No. 922300 10 8 13G Page 4 of 12 1. Name of Reporting Person: The Carlyle Group, L.P. IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 9. Aggregate Amount Beneficially Owned 992,000 by Each Reporting Person: (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 6.3% 12. Type of Reporting Person PN 5 6 CUSIP No. 922300 10 8 13G Page 5 of 12 1. Name of Reporting Person: The Carlyle Partners Leveraged Capital Fund I, L.P. IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 9. Aggregate Amount Beneficially Owned 992,000 by Each Reporting Person: (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 6.3% 12. Type of Reporting Person PN 6 7 CUSIP No. 922300 10 8 13G Page 6 of 12 1. Name of Reporting Person: B&T Enterprises, L.L.C. IRS Identification Number of Above Person: N/A 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 992,000 (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 9. Aggregate Amount Beneficially Owned 992,000 by Each Reporting Person: (includes 279,164 shares issuable upon exercise of outstanding warrants within the next 60 days) 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 6.3% 12. Type of Reporting Person OO (Limited Liability Company) 7 8 CUSIP No. 922300 10 8 13G Page 7 of 12 1. Name of Reporting Person: TCG Ventures, L.L.C. IRS Identification Number of Above Person: 52-2033506 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 1,116,070 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,116,070 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,116,070 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 7.1% 12. Type of Reporting Person OO (Limited Liability Company) 8 9 CUSIP No. 922300 10 8 13G Page 8 of 12 1. Name of Reporting Person: TCG Ventures, Ltd. IRS Identification Number of Above Person: 98-0182779 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 901,108 7. Sole Dispositive Power 0 8. Shared Dispositive Power 901,108 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 901,108 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 5.7% 12. Type of Reporting Person CO (Corporation) 9 10 CUSIP No. 922300 10 8 13G Page 9 of 12 1. Name of Reporting Person: Carlyle U.S. Venture Partners, L.P. IRS Identification Number of Above Person: 52-2038006 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 98,870 7. Sole Dispositive Power 0 8. Shared Dispositive Power 98,870 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 98,870 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 0.6% 12. Type of Reporting Person PN 10 11 CUSIP No. 922300 10 8 13G Page 10 of 12 1. Name of Reporting Person: Carlyle Venture Coinvestment, L.L.C. IRS Identification Number of Above Person: 52-2033493 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 116,092 7. Sole Dispositive Power 0 8. Shared Dispositive Power 116,092 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 116,092 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 0.7% 12. Type of Reporting Person OO (Limited Liability Company) 11 12 CUSIP No. 922300 10 8 13G Page 11 of 12 1. Name of Reporting Person: Carlyle Venture Partners, L.P. IRS Identification Number of Above Person: 98-0181877 2. Check the Appropriate Box if a Member (a)[ ] of a Group (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 745,483 7. Sole Dispositive Power 0 8. Shared Dispositive Power 745,483 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 745,483 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 4.7% 12. Type of Reporting Person PN 12 13 CUSIP No. 922300 10 8 13G Page 12 of 12 1. Name of Reporting Person: C/S Venture Investors, L.P. IRS Identification Number of Above Person: 98-0181878 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[X] 3. SEC Use Only 4. Citizenship or Place of Organization: Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 0 6. Shared Voting Power 155,625 7. Sole Dispositive Power 0 8. Shared Dispositive Power 155,625 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 155,625 10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 1.0% 12. Type of Reporting Person PN 13 14 SCHEDULE 13G Item 1(a). Name of Issuer: Varsity Group Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2020 K Street, N.W., 6th Floor Washington, D.C. 20006 Item 2(a). Name of Person Filing: TCG Holdings, L.L.C. TC Group, L.L.C. TWC Virginia, Inc. The Carlyle Group, L.P. The Carlyle Partners Leveraged Capital Fund I, L.P. B&T Enterprises, L.L.C. TCG Ventures, L.L.C. TCG Ventures, Ltd. Carlyle U.S. Venture Partners, L.P. Carlyle Venture Coinvestment, L.L.C. Carlyle Venture Partners, L.P. C/S Venture Investors, L.P. Item 2(b). Address of Principal Business Office: c/o The Carlyle Group 1001 Pennsylvania Ave, NW Suite 220 South Washington, D.C. 20004-2505 14 15 Item 2(c). Citizenship: TCG Holdings, L.L.C. - Delaware TC Group, L.L.C. - Delaware TWC Virginia, Inc. - Virginia The Carlyle Group, L.P. - Delaware The Carlyle Partners Leveraged Capital Fund I, L.P. - Delaware B&T Enterprises, L.L.C. - Delaware TCG Ventures, L.L.C. - Delaware TCG Ventures, Ltd. - Cayman Islands Carlyle U.S. Venture Partners, L.P. - Delaware Carlyle Venture Coinvestment, L.L.C. - Delaware Carlyle Venture Partners, L.P. - Cayman Islands C/S Venture Investors, L.P. - Cayman Islands Item 2(d). Title of Class of Securities Common Stock, Par Value $.0001 Per Share Item 2(e). CUSIP Number 922300 10 8 Item 3. Not applicable. 15 16 Item 4. Ownership
Sole Shared power Sole power Amount power to to vote or to dispose Shared power to Reporting Person beneficially Percent of vote or to direct or to dispose or to owned: class: direct the vote: direct the direct the the vote: disposition of disposition of - ----------------------------------------------------------------------------------------------------------------------------- TCG Holdings, L.L.C. 2,108,070 13.3% 0 2,108,070 0 2,108,070 - ------------------------------------------------------------------------------------------------------------------------- TC Group, L.L.C. 2,108,070 13.3% 0 2,108,070 0 2,108,070 - ------------------------------------------------------------------------------------------------------------------------- TWC Virginia, Inc. 992,000 6.3% 0 992,000 0 992,000 - ------------------------------------------------------------------------------------------------------------------------- The Carlyle Group, L.P. 992,000 6.3% 0 992,000 0 992,000 - ------------------------------------------------------------------------------------------------------------------------- The Carlyle Partners Leveraged 992,000 6.3% 0 992,000 0 992,000 Capital Fund I, L.P. - ------------------------------------------------------------------------------------------------------------------------- B&T Enterprises, L.L.C. 992,000 6.3% 0 992,000 0 992,000 - ------------------------------------------------------------------------------------------------------------------------- TCG Ventures, L.L.C. 1,116,070 7.1% 0 1,116,070 0 1,116,070 - ------------------------------------------------------------------------------------------------------------------------- TCG Ventures, Ltd. 901,108 5.7% 0 901,108 0 901,108 - ------------------------------------------------------------------------------------------------------------------------- Carlyle U.S. Venture Partners, L.P. 98,870 0.6% 0 98,870 0 98,870 - ------------------------------------------------------------------------------------------------------------------------- Carlyle Venture Coinvestment, L.L.C. 116,092 0.7% 0 116,092 0 116,092 - ------------------------------------------------------------------------------------------------------------------------- Carlyle Venture Partners, L.P. 745,843 4.7% 0 745,843 0 745,843 - ------------------------------------------------------------------------------------------------------------------------- C/S Venture Investors, L.P. 155,625 1.0% 0 155,625 0 155,625 - -------------------------------------------------------------------------------------------------------------------------
Each of the entities listed below is the record owner of the number of shares of common stock, par value $0.001 per share, of Varsity Group Inc. (the "Common Stock") set forth opposite such entities name below: Record Holders Shares Held of Record -------------- --------------------- B&T Enterprises, L.L.C. 992,000 Carlyle Venture Partners, L.P. 745,483 C/S Venture Investors, L.P. 155,625 Carlyle Venture Coinvestment, L.L.C. 116,092 Carlyle U.S. Venture Partners, L.P. 98,870 16 17 TCG Ventures, Ltd., is (i) the sole general partner of Carlyle Venture Partners, L.P. and (ii) the general partner of C/S Venture Investors, L.P. TCG Ventures, L.L.C. (i) owns 100% of the outstanding capital stock of TCG Ventures, Ltd., (ii) is the sole general partner of Carlyle U.S. Venture Partners, L.P. and (iii) is the sole managing member of Carlyle Venture Coinvestment, L.L.C. TC Group, L.L.C. is the sole member of TCG Ventures, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, (i) TCG Ventures, Ltd., TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed to be a beneficial owner of the shares of Common Stock owned of record by each of Carlyle Venture Partners, L.P. and C/S Venture Investors, L.P., and (ii) TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed to be beneficial owners of the shares of Common Stock owned of record by Carlyle U.S. Venture Partners, L.P. and Carlyle Venture Coinvestment, L.L.C. The Carlyle Partners Leveraged Capital Fund I, L.P. is the managing member of B&T Enterprises, L.L.C. The Carlyle Group, L.P. is the general partner of The Carlyle Partners Leveraged Capital Fund I, L.P., and TWC Virginia, Inc. is the general partner of The Carlyle Group, L.P. Accordingly, The Carlyle Partners Leveraged Capital Fund I, L.P., The Carlyle Group, L.P. and TWC Virginia, Inc. each may be deemed to be a beneficial owner of the shares of Common Stock owned of record by B&T Enterprises, L.L.C. Pursuant to a contractual agreement, Carlyle Partners Leveraged Capital Fund I, L.P. delegated to TC Group, L.L.C. day to day management of B&T Enterprises, L.L.C., which includes sole control over the voting and disposition of the shares held by B&T Enterprises, L.L.C. Accordingly, TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed to be a beneficial owner of the shares of Common Stock owned of record by B&T Enterprises, L.L.C. by contractual arrangement. Carlyle Partners Leveraged Capital Fund I, L.P. may revoke such delegation at any time in its sole discretion. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are managing members of TCG Holdings, L.L.C. and the sole shareholders of TWC Virginia, Inc. and, in such capacity, may be deemed to share beneficial ownership of shares of Common Stock beneficially owned by each of TCG Holdings, L.L.C. and TWC Virginia, Inc. Such individuals expressly disclaim any such beneficial ownership. 17 18 Item 5. Ownership of Five Percent or Less of a Class If this statement has been filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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 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 Not applicable. 18 19 Signature Page 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 February 14, 2001 TCG HOLDINGS, L.L.C. By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director TC GROUP, L.L.C. By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director 20 Signature Page TCG VENTURES, L.L.C. By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ------------------------ Name: William E. Conway, Jr. Title: Managing Director CARLYLE U.S. VENTURE PARTNERS, L.P. By: TCG Ventures, L.L.C., its General Partner By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director CARLYLE VENTURE COINVESTMENT, L.L.C. By: TCG Ventures, L.L.C., its Managing Member By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director 21 Signature Page TCG VENTURES, LTD. By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ------------------------ Name: William E. Conway, Jr. Title: Managing Director CARLYLE VENTURE PARTNERS, L.P. By: TCG Ventures, Ltd., its General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director C/S VENTURE INVESTORS, L.P. By: TCG Ventures, Ltd., its Managing General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director 22 Signature Page B&T Enterprises, L.L.C. By: TC Group, L.L.C., its Manager By: TCG Holdings, L.L.C., its Managing Member By: /s/ William E. Conway, Jr. ----------------------- Name: William E. Conway, Jr. Title: Managing Director 23 Signature Page Carlyle Partners Leveraged Capital Fund I, L.P. By: The Carlyle Group, L.P., its General Partner By: TWC Virginia, Inc., its General Partner By: /s/ Jeffrey W. Ferguson ----------------------- Name: Jeffrey W. Ferguson Title: Principal & General Counsel The Carlyle Group, L.P. By: TWC Virginia, Inc., its General Partner By: /s/ Jeffrey W. Ferguson ----------------------- Name: Jeffrey W. Ferguson Title: Principal & General Counsel TWC Virginia, Inc., its General Partner By: /s/ Jeffrey W. Ferguson ----------------------- Name: Jeffrey W. Ferguson Title: Principal & General Counsel 24 EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 JOINT FILING AGREEMENT EX-99.1 2 w45606aex99-1.txt JOINT FILING AGREEMENT 1 EXHIBIT 99.1 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or both of us will be filed, on behalf of each of us. Dated: February 14, 2001. TCG HOLDINGS, L.L.C. By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director TC GROUP, L.L.C. By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director TCG VENTURES, L.L.C. By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ------------------------ Name: Bruce E. Rosenblum Title: Managing Director CARLYLE U.S. VENTURE PARTNERS, L.P. By: TCG Ventures, L.L.C., its General Partner By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director CARLYLE VENTURE COINVESTMENT, L.L.C. By: TCG Ventures, L.L.C., its Managing Member By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director 2 TCG VENTURES, LTD. By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ------------------------ Name: Bruce E. Rosenblum Title: Managing Director CARLYLE VENTURE PARTNERS, L.P. By: TCG Ventures, Ltd., its General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director C/S VENTURE INVESTORS, L.P. By: TCG Ventures, Ltd., its Managing General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director 3 B&T Enterprises, L.L.C. By: TC Group, L.L.C., its Manager By: TCG Holdings, L.L.C., its Managing Member By: /s/ Bruce E. Rosenblum ----------------------- Name: Bruce E. Rosenblum Title: Managing Director 4 Carlyle Partners Leveraged Capital Fund I, L.P. By: The Carlyle Group, L.P., its General Partner By: TWC Virginia, Inc., its General Partner By: /s/ Jerffrey W. Ferguson ----------------------- Name: Jerffrey W. Ferguson Title: Principal & General Counsel The Carlyle Group, L.P. By: TWC Virginia, Inc., its General Partner By: /s/ Jerffrey W. Ferguson ----------------------- Name: Jerffrey W. Ferguson Title: Principal & General Counsel TWC Virginia, Inc., its General Partner By: /s/ Jerffrey W. Ferguson ----------------------- Name: Jerffrey W. Ferguson Title: Principal & General Counsel -----END PRIVACY-ENHANCED MESSAGE-----