SCHEDULE 13G/A #2 TCG HOLDINGS LLC

-----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, Sq9EETnVtoUUVPg0BBbptKPWpxoufn81yaGZIIcTR2beUqlnsS0xKerVYXTOPRFf I9NLeI8sCg5ZE/TjqQPi4A== 0001193125-06-030575.txt : 20060214 0001193125-06-030575.hdr.sgml : 20060214 20060214113735 ACCESSION NUMBER: 0001193125-06-030575 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: B&T ENTERPRISES, L.L.C. GROUP MEMBERS: C/S VENTURE INVESTORS L.P. GROUP MEMBERS: CARLYLE U.S. VENTURE PARTNERS, L.P. GROUP MEMBERS: CARLYLE VENTURE COINVESTMENT, L.L.C. GROUP MEMBERS: CARLYLE VENTURE PARTNERS, L.P. GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TCG VENTURES, L.L.C. GROUP MEMBERS: TCG VENTURES, LTD. GROUP MEMBERS: THE CARLYLE GROUP, L.P. GROUP MEMBERS: THE CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P. GROUP MEMBERS: TWC VIRGINIA, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY GROUP INC CENTRAL INDEX KEY: 0001069502 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 541876848 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60967 FILM NUMBER: 06609307 BUSINESS ADDRESS: STREET 1: 1850 M STREET NW STREET 2: SUITE 1150 CITY: WASHINGTON STATE: DC ZIP: 20036 MAIL ADDRESS: STREET 1: 1850 M STREET NW STREET 2: SUITE 1150 CITY: WASHINGTON STATE: DC ZIP: 20036 FORMER COMPANY: FORMER CONFORMED NAME: VARSITYBOOKS COM INC DATE OF NAME CHANGE: 19990921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A #2 TCG HOLDINGS LLC SCHEDULE 13G/A #2 TCG HOLDINGS LLC


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

Varsity Group, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

922300 10 8

(CUSIP Number)

December 31, 2005

(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)


CUSIP No. 922300 10 8 13G
1. Name of Reporting Person: TCG Holdings, 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 1,452,627
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,452,627

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,452,627
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row 9 8.5%
12. Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 922300 10 8 13G
1. Name of Reporting Person: TC Group, 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 1,452,627
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,452,627

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,452,627
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row 9 8.5%
12. Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 922300 10 8 13G
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 887,106
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 887,106

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 887,106
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row 9 5.2%
12. Type of Reporting Person CO


CUSIP No. 922300 10 8 13G
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 887,106
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 887,106

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 887,106
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row 9 5.2%
12. Type of Reporting Person PN


CUSIP No. 922300 10 8 13G
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 887,106
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 887,106

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 887,106
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares ¨
11. Percent of Class Represented by Amount in Row 9 5.2%
12. Type of Reporting Person PN

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

887,106

7. Sole Dispositive Power

8. Shared Dispositive Power

887,106

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

887,106

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

5.2%

12. Type of Reporting Person

OO (Limited Liability Company)

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

565,521

7. Sole Dispositive Power

8. Shared Dispositive Power

565,521

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

565,521

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

3.3%

12. Type of Reporting Person

OO (Limited Liability Company)

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

456,596

7. Sole Dispositive Power

8. Shared Dispositive Power

456,596

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

456,596

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

2.7%

12. Type of Reporting Person

CO (Corporation)

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

50,095

7. Sole Dispositive Power

8. Shared Dispositive Power

50,095

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

50,095

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

0.3%

12. Type of Reporting Person

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

58,830

7. Sole Dispositive Power

8. Shared Dispositive Power

58,830

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

58,830

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

0.3%

12. Type of Reporting Person

OO (Limited Liability Company)

CUSIP No. 922300 10 8 13G

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 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

6. Shared Voting Power

377,733

7. Sole Dispositive Power

8. Shared Dispositive Power

377,733

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

377,733

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

2.2%

12. Type of Reporting Person

CUSIP No. 922300 10 8 13G

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

6. Shared Voting Power

78,863

7. Sole Dispositive Power

8. Shared Dispositive Power

78,863

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

78,863

10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9

0.5%

12. Type of Reporting Person

SCHEDULE 13G


Item 1(a).		Name of Issuer:
		Varsity Group, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:
		1850 M Street, NW, Suite 1150
		Washington D.C. 20036

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

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 $0.0001 Per Share

Item 2(e).		CUSIP Number


Item 2(e).		CUSIP Number
		922300 10 8

Item 3.		Not applicable.

[Remainder of this page has been left intentionally blank.]

Item 4. Ownership


Reporting Person	Amount beneficially owned:	Percent of class:		Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
TCG Holdings, L.L.C.	1,452,627	8.5	%	0	1,452,627	0	1,452,627
TC Group, L.L.C.	1,452,627	8.5	%	0	1,452,627	0	1,452,627
TWC Virginia, Inc.	887,106	5.2	%	0	887,106	0	887,106
The Carlyle Group, L.P.	887,106	5.2	%	0	887,106	0	887,106
The Carlyle Partners Leveraged Capital Fund I, L.P.	887,106	5.2	%	0	887,106	0	887,106
B&T Enterprises, L.L.C.	887,106	5.2	%	0	887,106	0	887,106
TCG Ventures, L.L.C.	565,521	3.3	%	0	565,521	0	565,521
TCG Ventures, Ltd.	456,596	2.7	%	0	456,596	0	456,596
Carlyle U.S. Venture Partners, L.P.	50,095	0.3	%	0	50,095	0	50,095
Carlyle Venture Coinvestment, L.L.C.	58,830	0.3	%	0	58,830	0	58,830
Carlyle Venture Partners, L.P.	377,733	2.2	%	0	377,733	0	377,733
C/S Venture Investors, L.P.	78,863	0.5	%	0	78,863	0	78,863

The record holders of common stock, par value $0.0001, of Varsity Group, Inc. (the “Common Stock”) are as follows: (1) B&T Enterprises, L.L.C., as the record holder of 887,106 shares, (2) Carlyle Venture Partners, L.P., as the record holder of 377,733 shares, (3) C/S Venture Investors, L.P., as the record holder of 78,863 shares, (4) Carlyle Venture Coinvestment, L.L.C., as the record holder of 58,830 shares, and (5) Carlyle U.S. Venture Partners, L.P., as the record holder of 50,095 shares.

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, The 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. The 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, as the managing directors of TCG Holdings, L.L.C. and the sole shareholders of TWC Virginia, Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by each entity. Such persons disclaim such beneficial ownership.


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.

Signature Page 1 of 5

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, 2006


TCG HOLDINGS, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC GROUP, L.L.C.

By:		TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 2 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 3 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 4 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 5 of 5


THE CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P.

By:		The Carlyle Group, its General Partner
By:		TWC Virginia, Inc., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

THE CARLYLE GROUP, L.P.

By:		TWC Virginia, Inc., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TWC VIRGINIA, INC., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Varsity Group, Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page 1 of 5

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14^th day of February, 2006.


TCG HOLDINGS, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC GROUP, L.L.C.

By:		TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 2 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 3 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 4 of 5


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/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 5 of 5


THE CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P.

By:		The Carlyle Group, its General Partner
By:		TWC Virginia, Inc., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

THE CARLYLE GROUP, L.P.

By:		TWC Virginia, Inc., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TWC VIRGINIA, INC., its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

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