-----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, IPS12IyZOePZ4hzIO7GTtXCi+BZLCDDgutKpKIf6UyVAMXJN0x6Cf01OE6mqHei2 z0a/BaNVoUl3hSv7RCjwug== 0000950144-03-005573.txt : 20030428 0000950144-03-005573.hdr.sgml : 20030428 20030425200840 ACCESSION NUMBER: 0000950144-03-005573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030428 GROUP MEMBERS: ANN COX CHAMBERS GROUP MEMBERS: BARBARA COX ANTHONY GROUP MEMBERS: CMI INVESTMENTS, INC. GROUP MEMBERS: COX INTERACTIVE MEDIA, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOOKSMART LTD CENTRAL INDEX KEY: 0001077866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133904355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56707 FILM NUMBER: 03665571 BUSINESS ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4153487000 MAIL ADDRESS: STREET 1: 625 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COX ENTERPRISES INC ET AL CENTRAL INDEX KEY: 0000779426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581035149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE STREET 2: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 SC 13D/A 1 g82374a5sc13dza.txt COX ENTERPRISES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) LookSmart, Ltd. --------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 543442 10 7 ----------- (CUSIP Number) Andrew A. Merdek, Esq. Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road, Atlanta, GA 30328; (678) 645-0000 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2003 ------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] 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 or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 543442 10 7 PAGE 2 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF CIM Investments, Inc. ABOVE PERSON 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)_____ Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 8,621,324 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 8,621,324 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,621,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%(1) 14 TYPE OF REPORTING PERSON CO - ----------------------- (1) Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003 according to the facing page of LookSmart, Ltd.'s Form 10-K for the year ended December 31, 2002. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 543442 10 7 PAGE 3 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF Cox Interactive Media, Inc. ABOVE PERSON 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)_____ Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 8,621,324 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 8,621,324 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,621,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%(1) 14 TYPE OF REPORTING PERSON CO - ----------------------- (1) Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003 according to the facing page of LookSmart, Ltd.'s Form 10-K for the year ended December 31, 2002. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 543442 10 7 PAGE 4 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF Cox Enterprises, Inc. ABOVE PERSON 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)_____ Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 8,621,324 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 8,621,324 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,621,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%(1) 14 TYPE OF REPORTING PERSON CO - ----------------------- (1) Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003 according to the facing page of LookSmart, Ltd.'s Form 10-K for the year ended December 31, 2002. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 543442 10 7 PAGE 5 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF Barbara Cox Anthony ABOVE PERSON 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)_____ Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 8,621,324 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 8,621,324 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,621,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%(1) 14 TYPE OF REPORTING PERSON IN - ----------------------- (1) Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003 according to the facing page of LookSmart, Ltd.'s Form 10-K for the year ended December 31, 2002. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 543442 10 7 PAGE 6 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF Anne Cox Chambers ABOVE PERSON 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)_____ Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 8,621,324 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 8,621,324 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,621,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%(1) 14 TYPE OF REPORTING PERSON IN - ----------------------- (1) Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003 according to the facing page of LookSmart, Ltd.'s Form 10-K for the year ended December 31, 2002. The summary descriptions contained in this report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. ITEM 1. SECURITY AND ISSUER. This Amendment No. 5 to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D filed on August 26, 1999 (the "Original 13D"), as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 21, 2000, Amendment No. 2 to Schedule 13D filed on February 7, 2002, Amendment No. 3 to Schedule 13D filed on April 29, 2002 and Amendment No. 4 to Schedule 13D filed on December 12, 2002 (the Original 13D, together with Amendment No. 1 to Schedule 13D, Amendment No. 2 to Schedule 13D, Amendment No. 3 to Schedule 13D, Amendment No. 4 to Schedule 13D and this Amendment No. 5 to Schedule 13D, are collectively referred to herein as the "Schedule 13D"), relating to the common stock, par value $.001 per share (the "Common Stock"), of LookSmart, Ltd., a Delaware corporation (the "Company"). Except as set forth herein, the Schedule 13D is unmodified, and all capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND This report is being filed jointly by CIM Investments, Inc. ("CII"), Cox Interactive Media, Inc. ("CIM"), Cox Enterprises, Inc. ("CEI"), Barbara Cox Anthony and Anne Cox Chambers. CII is incorporated in the State of Nevada and CIM and CEI are incorporated in the State of Delaware. CII is a wholly owned subsidiary of CIM whose assets consist of stock in various companies, including the Common Stock of the Company. CIM is a holding company. The principal businesses of CEI are publishing, cable television, broadcasting and automobile auctions. The principal office and business address of (1) CII is 3773 Howard Hughes Pkwy., Suite 300N, Las Vegas, Nevada 89109; (2) CIM is 530 Means Street, N.W., Suite 200, Atlanta, GA 30318; and (3) CEI is 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. The principal residence address of Mrs. Anthony is 3944 Noela Place, Honolulu, Hawaii 96815, and the principal residence address of Mrs. Chambers is 426 West Paces Ferry Road, N.W., Atlanta, Georgia 30305. CII is a wholly owned subsidiary of CIM, which is a wholly owned subsidiary of CEI. There are 604,501,707 shares of common stock of CEI outstanding, with respect to which: (i) Barbara Cox Anthony, as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Richard L. Braunstein, as trustees of the Dayton Cox Trust A, exercise beneficial ownership over 248,237,055 shares (41.1%); and (iv) 254 individuals and trusts exercise beneficial ownership over the remaining 6,366,120 shares (1.1%). Thus, Barbara Cox Anthony and Anne Cox Chambers, who are sisters, together exercise beneficial ownership over 598,135,587 shares (98.9%) of the common stock of CEI. In addition, Garner Anthony, the husband of Barbara Cox Anthony, holds beneficially and of record 43,734 shares of common stock of CEI. Barbara Cox Anthony disclaims beneficial ownership of such -7- shares. Therefore, each of CIM and CEI, Anne Cox Chambers and Barbara Cox Anthony may also be deemed to be beneficial owners of the securities reported herein. The following information concerning the directors and executive officers of CII, CIM, CEI, Anne Cox Chambers and Barbara Cox Anthony is set forth in Exhibit 6: (i) name; (ii) residence or business address; and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, to the best knowledge of the persons filing this report, none of CII, CIM, CEI, any of their respective executive officers or directors, Barbara Cox Anthony or Anne Cox Chambers have been convicted in any criminal proceedings (excluding traffic violations and similar misdemeanors). During the last five years, to the best knowledge of the persons filing this report, none of CII, CIM, CEI, any of their respective executive officers or directors, Barbara Cox Anthony or Anne Cox Chambers have been a party to any civil proceeding of a judicial administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of the persons filing this report, all of the individuals listed on Exhibit 6 are citizens of the United States of America. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby incorporated by this reference and further amended and supplemented by adding the following at the end thereof: Pursuant to the Second Amended and Restated Investors' Rights Agreement, dated as of March 24, 1999 ("Investors' Agreement"), the Company notified CII of the Company's intention to file a registration statement for certain selling stockholders and of CII's right to include some or all of its shares of Common Stock on that registration statement. CII exercised its rights and registered 4,250,000 of its shares of Common Stock on the Company's registration statement. Between December 12, 2002 and April 14, 2003, CII sold an aggregate of 2,956,019 shares of the Company's Common Stock in open market transactions pursuant to a Company prospectus dated May 22, 2002, in which CII is named as a selling stockholder and which forms a part of the Company's registration statement on Form S-3, SEC file no. 333-87076. -8- On April 16, 2003, CII fully exercised a Warrant to purchase up to 1,500,000 share of Common Stock at an exercise price of $2.50 per share. CII elected to deliver shares of Common Stock to satisfy the exercise price, and, therefore, CII received 431,623 additional shares of Common Stock in April 2003. On April 23, 2003, CII transmitted for filing with the Securities and Exchange Commission a Form 144, Notice of Proposed Sale, in accordance with Rule 144(h), reporting its intention to sell up to 2,153,139 shares in open market transactions over the subsequent three-month period. On April 23, 2003, CII sold 35,200 shares of the Company's Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended. -9- ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) Under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, CII has, and CIM, CEI, Mrs. Chambers and Mrs. Anthony may be deemed to have, beneficial ownership over 8,621,324 shares of Common Stock. Based on the 102,047,739 shares of Common Stock outstanding as of March 1, 2003, according to the facing page of the Company's Form 10-K for the year ended December 31, 2002, these shares represent approximately 8.44% of the issued and outstanding shares of Common Stock of the Company. (b) The number of shares of Common Stock beneficially owned: (i) with respect to which there is sole voting power is 0; (ii) with respect to which there is shared voting power is 8,621,324, (iii) with respect to which there is sole dispositive power is 0, and with respect to which there is shared dispositive power is 8,621,324. (c) Except as described in Item 4, none of CII, CIM, CEI, Mrs. Chambers and Mrs. Anthony have engaged in any transaction in the Common Stock that was effected during the last 60 days. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by CII or deemed to be beneficially owned by CIM, CEI, Mrs. Chambers and Mrs. Anthony. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Title of Exhibit 1 Joint Filing Agreement by and among Cox LOOK, Inc., CIM, CEI, Barbara Cox Anthony and Anne Cox Chambers (incorporated by reference to Exhibit 1 of Amendment No. 1 to Schedule 13D, SEC File No. 005-56707). 2 Joinder of CII to the Joint Filing Agreement, by and among, CEI, CIM, Barbara Cox Anthony and Anne Cox Chambers, as amended (incorporated by reference to Exhibit 3 of Amendment No. 2 to Schedule 13D, Sec File No. 005-56707). 3 Warrant issued by the Company to CIM for the Company's Common Stock (incorporated by reference to Exhibit 99.3 of Amendment No. 1 to Schedule 13D, SEC File No. 005-56707). -10- 4 Second Amended and Restated Investors' Rights Agreement dated March 24, 1999 (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-1, SEC File No. 333-80581). 5 Development, Licensing and Affiliation Agreement between the Company and CIM, dated May 7, 1998 (incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1, SEC File No. 333-80581). 6 Executive Officers and Directors of CEI, CIM and CII. -11- 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. CIM INVESTMENTS, INC. By: /s/ Andrew A. Merdek ------------------------------ Date: April 25, 2003 Name: Andrew A. Merdek Title: Secretary 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. COX INTERACTIVE MEDIA, INC. By: /s/ Andrew A. Merdek -------------------------------- Date: April 25, 2003 Name: Andrew A. Merdek Title: Secretary 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. COX ENTERPRISES, INC. By: /s/ Andrew A. Merdek -------------------------------- Date: April 25, 2003 Name: Andrew A. Merdek Title: Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 25, 2003 /s/ Anne Cox Chambers -------------------------------- Anne Cox Chambers, by Andrew A. Merdek, her attorney-in-fact SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 25, 2003 /s/ Barbara Cox Anthony ---------------------------------- Barbara Cox Anthony EX-6 3 g82374a5exv6.txt EXECUTIVE OFFICERS AND DIRECTORS . . . EXHIBIT 6 Cox Interactive Media, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Preston B. Barnett Vice President Vice President and Cox Enterprises, Inc. Cox Interactive Media, Inc. General Tax counsel 6205 Peachtree Dunwoody Road 530 Means Street Atlanta, GA 30328 Atlanta, GA 30318 Richard J. Jacobson Treasurer Vice President & Cox Enterprises, Inc. Cox Interactive Media, Inc. Treasurer 6205 Peachtree Dunwoody Road 530 Means Street Atlanta, GA 30328 Atlanta, GA 30318 Andrew A. Merdek* Secretary Vice President, Cox Enterprises, Inc. Cox Interactive Media, Inc. Legal Affairs, General 6205 Peachtree Dunwoody Road 530 Means Street Counsel and Corporate Atlanta, GA 30328 Atlanta, GA 30318 Secretary
* Director of the Corporation A-1 CIM Investments, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Preston B. Barnett Vice President Vice President and Cox Enterprises, Inc. CIM Investments, Inc. General Tax counsel 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway Atlanta, GA 30328 Las Vegas, NV 89109 Richard J. Jacobson* Treasurer Vice President & Cox Enterprises, Inc. CIM Investments, Inc. Treasurer 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway Atlanta, GA 30328 Las Vegas, NV 89109 Richard F. Klumpp* Assistant Secretary Manager, Financial Nevada Corporate CIM Investments, Inc. Services Management, Inc. 3993 Howard Hughes Parkway 3993 Howard Hughes Pky. Las Vegas, NV 89109 Las Vegas, NV 89109 Andrew A. Merdek Secretary Vice President, Legal Cox Enterprises, Inc. CIM Investments, Inc. Affairs, General Counsel 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway & Corporate Secretary Atlanta, GA 30328 Las Vegas, NV 89109 G. Dennis Berry President President and Chief Cox Enterprises, Inc. CIM Investments, Inc. Operating Officer 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway Atlanta, GA 30328 Las Vegas, NV 89109 Shauna J. Sullivan Assistant Secretary Assistant Secretary Cox Enterprises, Inc. CIM Investments, Inc. 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway Atlanta, GA 30328 Las Vegas, NV 89109 Carol L. Larner Assistant Treasurer Assistant Treasurer Cox Enterprises, Inc. CIM Investments, Inc. 6205 Peachtree Dunwoody Road 3993 Howard Hughes Parkway Atlanta, GA 30328 Las Vegas, NV 89109
* Director of the Corporation A-2 Cox Enterprises, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- James C. Kennedy* Cox Enterprises, Inc. Chairman of the Board Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road and Chief Exec. Officer 6205 Peachtree Dunwoody Road Atlanta, GA 30328 . Atlanta, GA 30328 David E. Easterly* Cox Enterprises, Inc. Vice Chairman Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 G. Dennis Berry* Cox Enterprises, Inc. President and Chief Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Operating Officer 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Robert C. O'Leary* Cox Enterprises, Inc. Exec. Vice President Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road and Chief Financial 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Officer Atlanta, GA 30328 Timothy W. Hughes Cox Enterprises, Inc. Senior Vice President Cox Enterprises, Inc 6205 Peachtree Dunwoody Road Administration 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Alexander V. Cox Enterprises, Inc. Senior Vice President Cox Enterprises, Inc. Netchvolodoff 6205 Peachtree Dunwoody Road Public Policy 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Barbara C. Anthony* Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Preston B. Barnett Cox Enterprises, Inc. Vice President and Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road General Tax Counsel 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Anne C. Chambers* Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Marybeth H. Leamer Cox Enterprises, Inc. Vice President, Human Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Resources 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Richard J. Jacobson Cox Enterprises, Inc. Vice President & Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Treasurer 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Michael J. Mannheimer Cox Enterprises, Inc. Vice President, Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Materials Management 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328
* Director of the Corporation A-3
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Andrew A. Merdek Cox Enterprises, Inc. Vice President, Legal Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Affairs, General Counsel 6205 Peachtree Dunwoody Road Atlanta, GA 30328 & Corporate Secretary Atlanta, GA 30328 R. Scott Whiteside Cox Enterprises, Inc. Vice President, Business Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Development 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Richard D. Huguley Cox Enterprises, Inc. Vice President, Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Development 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Gregory B. Morrison Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road & Chief Information 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Officer Atlanta, GA 30328 John C. Williams Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Marketing 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Thomas B. Whitfield Cox Enterprises, Inc. Vice President, Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Direct Marketing 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Alexandra M. Wilson Cox Enterprises, Inc. Vice President, Public Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Policy 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Maria L. Friedman Cox Enterprises, Inc. Assistant Vice Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road President, Tax 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Arthur M. Blank* AMB Group, LLC Chairman, President AMB Group, LLC 3290 Northside Parkway & Chief Executive 3290 Northside Parkway Atlanta, GA 30327 Officer Atlanta, GA 30327 Richard L. Braunstein* Dow, Lohnes & Member Dow, Lohnes & Albertson, PLLC Albertson, PLLC 1200 New Hampshire Ave 1200 New Hampshire Ave. Washington, DC 20036 Washington, DC 20036 Thomas O. Cordy* 3770 Village Drive Director- The Maxxis Group, Inc. Atlanta, GA 30331 Retired President and Chief Executive Officer Carl R. Gross* 5895 Winterthur Ridge Director Retired Vice President Atlanta, GA 30328 and Chief Administrative Officer Paul J. Rizzo* Franklin Street Partners Director- Franklin Street Partners 6330 Quadrangle Drive Retired Vice Chairman, 6330 Quadrangle Drive Chapel Hill, NC 27514 IBM Corporation Chapel Hill, NC 27514
* Director of the Corporation A-4
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Shauna J. Sullivan Cox Enterprises, Inc. Assistant Secretary Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328 Carol L. Larner Cox Enterprises, Inc. Assistant Treasurer Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road 6205 Peachtree Dunwoody Road Atlanta, GA 30328 Atlanta, GA 30328
* Director of the Corporation A-5 -----END PRIVACY-ENHANCED MESSAGE-----