-----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, TPpIlHfUojrr4w190ozw2cW45nMR7RQDMHJLn8laLkGy3Lj5i1NJGrQmILMoApak JAcfspajuudvXJPveB2iqg== 0000922996-03-000081.txt : 20031117 0000922996-03-000081.hdr.sgml : 20031117 20031117165909 ACCESSION NUMBER: 0000922996-03-000081 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATOS LIGHTWAVE INC CENTRAL INDEX KEY: 0001111721 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364360035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62311 FILM NUMBER: 031008508 BUSINESS ADDRESS: STREET 1: 7444 WEST WILSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60656 BUSINESS PHONE: 7088679600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP VENTURE CAPITAL LTD CENTRAL INDEX KEY: 0000356516 IRS NUMBER: 132598089 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591132 MAIL ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 SC 13D 1 cvc_13d-stratos.htm CVC 13D RE STRATOS

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

STRATOS LIGHTWAVE, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

863100202
(CUSIP Number)

Thomas R. Stephens
Bartlit Beck Herman Palenchar & Scott
1899 Wynkoop, Suite 800
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 6, 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 schedule because of Rule 13d-1(e), 13d-1(f) or 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, should be filed with the Commission. See Rule 13d-1(a) 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).

(Continued on following page(s))

CUSIP No. 863100202

1.     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

   CITICORP VENTURE CAPITAL LTD.

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

   (A)        X
   (B)

3. SEC Use Only

4.     Source of Funds (See Instructions)    WC

5.     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.     Citizenship or Place of Organization    New York


Number of
Shares Bene-
ficially
Owned by Each
Reporting
Person With 		  7.

  8.

  9.

 10. 		 Sole Voting Power

 Shared Voting Power

 Sole Dispositive Power

Shared Dispositive Power 		 None

 3,674,849

 None

3,674,849

11.     Aggregate Amount Beneficially Owned by Each Reporting Person    3,674,849

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.     Percent of Class Represented by Amount in Row (11)    27.3%

14.     Type of Reporting Person (See Instructions)    CO

CUSIP No. 863100202

1.     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

   CITIBANK, N.A.

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

    (A)     X
    (B)

3. SEC Use Only

4.     Source of Funds (See Instructions)    Not applicable.

5.     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.     Citizenship or Place of Organization     National Banking Association


Number of
Shares Bene-
ficially
Owned by Each
Reporting
Person With 		  7.

  8.

  9.

 10. 		 Sole Voting Power

 Shared Voting Power

 Sole Dispositive Power

Shared Dispositive Power 		 None

 3,674,849

 None

3,674,849

11.     Aggregate Amount Beneficially Owned by Each Reporting Person     3,674,849

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.     Percent of Class Represented by Amount in Row (11)     27.3%

14.     Type of Reporting Person (See Instructions)     BK

CUSIP No. 863100202

1.     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

   CITICORP

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

   (A)    X
   (B)

3. SEC Use Only

4. Source of Funds (See Instructions)     Not applicable

5.     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization     Delaware


Number of
Shares Bene-
ficially
Owned by Each
Reporting
Person With 		  7.

  8.

  9.

 10. 		 Sole Voting Power

 Shared Voting Power

 Sole Dispositive Power

Shared Dispositive Power 		 None

 3,674,849

 None

3,674,849

11.     Aggregate Amount Beneficially Owned by Each Reporting Person     3,674,849

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.     Percent of Class Represented by Amount in Row (11)     27.3%

14.     Type of Reporting Person (See Instructions)     HC

CUSIP No. 863100202

1.     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

   CITIGROUP HOLDINGS COMPANY

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

    (A)    X
    (B)

3. SEC Use Only

4.     Source of Funds (See Instructions)     Not applicable.

5.     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization


Number of
Shares Bene-
ficially
Owned by Each
Reporting
Person With 		  7.

  8.

  9.

 10. 		 Sole Voting Power

 Shared Voting Power

 Sole Dispositive Power

Shared Dispositive Power 		 None

 3,674,849

 None

3,674,849

11.     Aggregate Amount Beneficially Owned by Each Reporting Person     3,674,849

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.     Percent of Class Represented by Amount in Row (11)     27.3%

14.     Type of Reporting Person (See Instructions)     HC

CUSIP No. 863100202

1.     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

   CITIGROUP INC.

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

   (A)     X
   (B)

3. SEC Use Only

4.     Source of Funds (See Instructions)     Not applicable.

5.     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization     Delaware


Number of
Shares Bene-
ficially
Owned by Each
Reporting
Person With 		  7.

  8.

  9.

 10. 		 Sole Voting Power

 Shared Voting Power

 Sole Dispositive Power

Shared Dispositive Power 		 None

 3,676,359*

 None

3,676,359*

11.     Aggregate Amount Beneficially Owned by Each Reporting Person     3,676,359*

* Represents (i)3,674,849 shares of Common Stock directly beneficially owned by Citicorp Venture Capital Ltd., and (ii) 1,510 shares of Common Stock beneficially owned by other subsidiaries of Citigroup.

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.     Percent of Class Represented by Amount in Row (11)     27.3%

14.     Type of Reporting Person (See Instructions)     HC

Item 1. Security and Issuer

             This statement on Schedule 13D relates to the Common Stock, $.01 par value per share (the “Common Stock”) of Stratos Lightwave, Inc. a Delaware corporation (“Stratos”). Stratos’ principal executive office is located at 7444 West Wilson Avenue, Chicago, Illinois 60656.

Item 2. Identity and Background

             This Statement is being filed by (i) Citicorp Venture Capital Ltd. (“CVC”), by virtue of its direct ownership of Common Stock, and (ii) Citibank, N.A. (“Citibank”), Citicorp, Citigroup Holdings Company (“Citigroup Holdings”) and Citigroup Inc. (“Citigroup”), by virtue of their direct and indirect ownership of the stock of CVC. CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup are collectively the “Reporting Persons” and individually a “Reporting Person.”

             CVC is a New York corporation. Its principal business office is located at 399 Park Avenue, New York, New York 10043. CVC is principally engaged in the business of venture capital and private equity investment.

             Citibank is a national banking association and is the sole stockholder of CVC. Its principal business office is located at 399 Park Avenue, New York, New York 10043. Citibank is a member of the Federal Reserve System and the Federal Deposit Insurance Corp.

             Citicorp is a Delaware corporation and is the sole stockholder of Citibank. Its principal business office is located at 399 Park Avenue, New York, New York 10043. Citicorp is a U.S. bank holding company and is principally engaged, through its subsidiaries, in providing general financial services.

             Citigroup Holdings is a Delaware corporation and is the sole stockholder of Citicorp. Its principal business office is located at One Rodney Square, Wilmington, Delaware 19899. Citigroup Holdings is a U.S. bank holding company principally engaged, through its subsidiaries, in providing general financial services.

             Citigroup is a Delaware corporation and is the sole stockholder of Citigroup Holdings. Its principal business office is located at 399 Park Avenue, New York, New York 10043. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide.

             Attached as Schedules A through E is certain information concerning the executive officers and directors of CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup, respectively.

             On April 28, 2003 Salomon Smith Barney, Inc. (“SSB”), now named Citigroup Global Markets, Inc., a subsidiary of Citigroup, announced final agreements with the Securities Exchange Commission, the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices.

             Under such agreements, SSB will pay $300 million for retrospective relief, plus $25 million for investor education, and has committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB will also adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements do not establish wrongdoing or liability for purposes of any other proceeding.

             Other than as described above, during the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Schedules A through E, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a 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.

Item 3. Source and Amount of Funds or Other Consideration

             The Common Stock directly beneficially owned by CVC and the individuals set forth on Schedules A through E was acquired on November 6, 2003 in connection with the merger of Sleeping Bear Merger Corp. (“Bear”), a wholly owned subsidiary of Stratos, into Sterling Holding Company (“Sterling”) pursuant to a Merger Agreement dated July 2, 2003 among Stratos, Sterling and Bear (the “Merger Agreement”). Pursuant to the Merger Agreement, the stockholders of Sterling, including CVC, received approximately 0.828 shares of Common Stock for each share of common and preferred stock of Sterling held prior to the merger, 10% of which is subject to escrow pursuant to the Merger Agreement and a related indemnity escrow agreement. In addition, the stockholders of Sterling received approximately 0.00681 shares of Stratos’ Series B Preferred Stock for each share of common and preferred stock of Sterling held prior to the merger. The foregoing summary of the Merger Agreement and the indemnity escrow agreement is qualified in its entirety by reference to the texts of Exhibit 1 and Exhibit 2.

Item 4. Purpose of Transaction

             The Reporting Persons acquired the Common Stock directly beneficially owned by CVC as a result of the Merger Agreement and in order to acquire an equity interest in Stratos.

             The information set forth under Items 3 and 6 is hereby incorporated by this reference.

             The Reporting Persons intend to continuously review their investment in Stratos. Depending upon their evaluation of the Stratos’ prospects and upon future developments (including, but not limited to, performance of the Common Stock in the market, availability of funds, alternative uses of funds, and general stock market and economic conditions), and subject to any applicable limitations described under Item 6, any of the Reporting Persons or other entities that may be deemed to be affiliated with the Reporting Persons may from time to time purchase additional Common Stock or dispose of all or a portion of the Common Stock held by such person. Any such additional purchases or sales of the Common Stock may be in open market or privately-negotiated transactions or otherwise.

             The Reporting Persons understand that the Common Stock listed under Item 5 as directly beneficially owned by the individuals set forth on Schedules A through E was acquired by such individuals as a result of the Merger Agreement and in order to acquire an equity interest in Stratos.

             Except as otherwise described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedules A through E, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Stratos, or the disposition of securities of Stratos; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Stratos or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Stratos or any of its subsidiaries; (d) any change in the present Board of Directors or management of Stratos, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Stratos; (f) any other material change in Stratos's business or corporate structure; (g) any changes in Stratos' charter or by-laws or other actions which may impede the acquisition or control of Stratos by any person; (h) causing a class of securities of Stratos to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of Stratos to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

              The ownership percentages set forth below are based on the information contained in the proxy statement filed by Stratos dated September 29, 2003:

              CVC directly beneficially owns 3,674,849 shares of Common Stock, approximately 27.3% of the outstanding shares of Common Stock. Of such Common Stock, 367,484 shares are subject to the escrow arrangement described under Item 3. CVC shares power to vote and power to dispose of such Common Stock with the other Reporting Persons, and no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock. By virtue of the relationships described under Item 2, each of Citibank, Citicorp and Citigroup Holdings may be deemed to indirectly beneficially own 3,674,849 shares of Common Stock, which represents the Common Stock directly beneficially owned by CVC.

              Citigroup may be deemed to beneficially own 3,676,359 shares of Common Stock, or approximately 27.3% of the outstanding shares of Common Stock, which represents (i) 3,674,849 shares of Common Stock directly beneficially owned by CVC, and (ii) 1,510 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup. Citigroup has shared power to vote and dispose of such Common Stock.

              Citigroup may be deemed to beneficially own 3,676,359 shares of Common Stock, or approximately 27.3% of the outstanding shares of Common Stock, which represents (i) 3,674,849 shares of Common Stock directly beneficially owned by CVC, and (ii) 1,510 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup. Citigroup has shared power to vote and dispose of such Common Stock.

             The Reporting Persons understand that the individuals set forth on Schedules A through E own the number of shares of Common Stock set forth on Schedule F, and that such individuals have the sole power to vote and dispose of such Common Stock.

              To the best knowledge of the Reporting Persons, except as described in Item 4, none of the Reporting Persons or the individuals named in Schedules A through E to this Schedule 13D has effected a transaction in shares of Common Stock during the past 60 days (other than transactions that may have been effected in the ordinary course of business in an agency or a fiduciary capacity).

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

             In connection with the Merger Agreement, Stratos and CVC entered into a standstill agreement, pursuant to which CVC agreed that for a five-year period terminating on July 1, 2008, it will not (and it will not assist or encourage others to), without the prior written consent of a majority of the Stratos disinterested directors (as defined in the agreement), (i) acquire or agree, offer, seek or propose to acquire, directly or indirectly, alone or in concert with any other person, by purchase or otherwise, any ownership (including beneficial ownership) of any assets, businesses or securities, or any rights or options to acquire such ownership, of Stratos or any its subsidiaries, subject to certain specified exceptions, (ii) solicit proxies with respect to any matter from holders of any shares of Stratos capital stock or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of such capital stock, or make any communication exempted from the definition of solicitation under certain rules of the Securities Exchange Act of 1934, (iii) enter into any arrangements or understandings with any other person with respect to any such acquisition of ownership or proxy solicitation, or (iv) take any action inconsistent with any of the foregoing. The foregoing summary of the standstill agreement is qualified in its entirety by reference to the text of Exhibit 3.

             Also in connection with the Merger Agreement, Stratos, CVC and two trusts created by William N. Stout entered into a registration rights agreement pursuant to which, during the period commencing on November 6, 2004 and ending on the date that the Common Stock is not listed on any securities exchange CVC will have the right, subject to various conditions, on one occasion to require Stratos to register for sale under the Securities Act of 1933 the Common Stock CVC acquired in the merger and any Stratos securities subsequently issued or issuable with respect to such Common Stock in connection with a distribution, stock dividend, stock split, conversion, combination of shares, recapitalization, merger, consolidation or other reorganization. Stratos is not obligated to register any securities on a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor provisions of the Securities Act) or otherwise to register securities on a continuous or delayed basis. The registration rights agreement also provides that, subject to various conditions, whenever Stratos proposes to register any of its securities under the Securities Act (other than pursuant to a demand registration at CVC’s request), CVC is entitled to request the inclusion of the Common Stock that CVC acquired in the merger in any registration statement at Stratos’ expense. The foregoing summary of the registration rights agreement is qualified in its entirety by reference to the text of Exhibit 4.

Item 7. Material to be Filed as Exhibits

Exhibit 1
           		  Agreement and Plan of Merger among Stratos Lightwave, Inc., Sleeping Bear Merger Corp. and Sterling Holding Company dated July 2, 2003, as amended, incorporated by reference to Exhibit 2.1 Stratos' Current Report on Form 8-K dated November 12, 2003
     
Exhibit 2   Form of Indemnity Escrow Agreement among Stratos Lightwave, Inc. and the Shareholder Representative of the former stockholders of Sterling Holding Company, incorporated by reference to Annex C to Stratos' proxy statement dated September 29, 2003.
     
Exhibit 3   Standstill Agreement between Stratos Lightwave, Inc. and Citicorp Venture Capital Ltd., dated as of July 2, 2003, incorporated by reference to Annex F to Stratos' proxy statement dated September 29, 2003.
     
Exhibit 4   Registration Rights Agreement between Stratos Lightwave, Inc., Citicorp Venture Capital Ltd., the William N. and Carol A. Stout Trust dated 11/24/98 and the William N. and Carol A. Stout Charitable Remainder Unit Trust, dated as of July 2, 2003, incorporated by reference to Annex G to Stratos' proxy statement dated September 29, 2003.
     
Exhibit 5   Joint filing Agreement among the Reporting Persons dated as of November 6, 2003.

Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.


  CITICORP VENTURE CAPITAL LTD.


  By: Anthony P Mirra
  Title: Vice President


  CITIBANK, N.A.


 By: Serena D. Moe
 Title: Assistant Secretary
               


  CITICORP


 By:Serena D. Moe
 Title: Assistant Secretary


  CITIGROUP HOLDINGS COMPANY


  By: Serena D. Moe
  Title: Assistant Secretary
  CITIGROUP INC.


  By:Serena D. Moe
  Title: Assistant Secretary

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF

CITICORP VENTURE CAPITAL, LTD.


Name, Position, Citizenship
United States,
(Unless Otherwise Indicated) 		Title and Address
399 Park Avenue, NY, NY 10043
(Unless Otherwise Indicated)
William T. Comfort
Director and Executive Officer


David F. Thomas
Director and Executive Officer


Michael A. Delaney
Director and Executive Officer


Thomas F. McWilliams
Executive Officer


Paul C. Schorr
Executive Officer


Michael T. Bradley
Executive Officer


Lauren M. Connelley
Executive Officer


Charles E. Corpening
Executive Officer


Michael S. Gollner
Executive Officer


Ian D. Highet
Executive Officer


Bryon L. Knief
Executive Officer


Richard E. Mayberry
Executive Officer


Anthony P. Mirra
Executive Officer


Michael D. Stephenson
Executive Officer


Joseph M. Silvestri
Executive Officer


James A. Urry
Executive Officer


John D. Weber
Executive Officer


Jennifer Cappello-Ruggiero
Executive Officer


Darryl A. Johnson
Executive Officer 		Senior Vice President
Citicorp Venture Capital, Ltd.


Vice President and Managing Director
Citicorp Venture Capital, Ltd.


Vice President and Managing Director
Citicorp Venture Capital, Ltd.


Vice President and Managing Director
Citicorp Venture Capital, Ltd.


Vice President and Managing Director
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President and Secretary
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President and Assistant Secretary
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Vice President
Citicorp Venture Capital, Ltd.


Assistant Vice President
Citicorp Venture Capital, Ltd.


Assistant Vice President
Citicorp Venture Capital, Ltd.

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS OF
CITIBANK, N.A.


Name, Position, Citizenship
United States
(Unless Otherwise Indicated)
   Title and Address
399 Park Avenue, NY, NY 10043
(Unless Otherwise Indicated)

Alan S. MacDonald
Director and Executive Officer		  
Vice Chariman
Citibank, N.A.
     
Marjorie Magner
Director and Executive Officer 		  Vice Chairman
Citibank, N.A.
     
Michael T. Masin
Director and Executive Officer 		  Chief Operating Officer
Citibank, N.A.
     
Deryck C. Maughan
Director and Executive Officer 		  Vice Chairman
Citibank, N.A.
     
William R. Rhodes
Director and Executive Officer 		  Chairman
Citibank, N.A.
     
Petros K. Sabatacakis
Director and Executive Officer 		  Senior Risk Officer
Citibank, N.A.
     
Todd S. Thompson
Director and Executive Officer 		  Chief Financial Officer
Citibank, N.A.
     
Robert B. Willumstad
Director and Executive Officer 		  President and Chief Executive Officer
Citibank, N.A.
     
Gail S. Wilson
Executive Officer 		  Senior Vice President, General Counsel
and Secretary
Citibank, N.A.
425 Park Avenue, 2nd Floor
New York, NY 10043

SCHEDULE C

EXECUTIVE OFFICERS AND DIRECTORS OF

CITICORP

Name, Position, Citizenship
United States
(Unless Otherwise Indicated)
   Title and Address
399 Park Avenue, NY, NY 10043
(Unless Otherwise Indicated)

Alan S. MacDonald
Director and Executive Officer		  
Vice Chairman
Citicorp
     
Marjorie Magner
Director and Executive Officer 		  Vice Chairman
Citicorp
     
Michael T. Masin
Director and Executive Officer 		  Chief Operating Officer
Citicorp
     
Deryck C. Maughan
Director and Executive Officer 		  Vice Chairman
Citicorp
     
William R. Rhodes
Director and Executive Officer 		  Chairman
Citicorp
     
Petros K. Sabatacakis
Director and Executive Officer 		  Senior Risk Officer
Citicorp
     
Todd S. Thompson
Director and Executive Officer 		  Chief Financial Officer
Citicorp
     
Robert B. Willumstad
Director and Executive Officer 		  President and Chief Executive Officer
Citicorp
     
William P. Hannon
Executive Officer 		  Controller
Citicorp
     
Gail S. Wilson
Executive Officer 		  Senior Vice President, General Counsel
and Secretary
Citicorp
425 Park Avenue, 2nd Floor
New York, NY 10043

SCHEDULE D

EXECUTIVE OFFICERS AND DIRECTORS OF

CITIGROUP HOLDINGS COMPANY


Name, Position, Citizenship
United States
(Unless Otherwise Indicated) 		  Title and Address
399 Park Avenue, NY, NY 10043
(Unless Otherwise Indicated)

Michael T. Masin
Director 		 
Vice Chairman
Citigroup Holdings Company
     
William R. Rhodes
Director and Executive Officer 		Chairman
Citigroup Holdings Company
     
Todd S. Thompson
Director and Executive Officer 		  Chief Financial Officer
Citigroup Holdings Company
     
Robert B. Willumstad
Director and Executive Officer 		President
Citigroup Holdings Company
     
Guy R. Whittaker
Executive Officer 		  Treasurer
Citigroup Holdings Company
     
Michael S. Helfer
Executive Officer 		General Counsel, Vice President and Secretary
Citigroup Holdings Company

SCHEDULE E

EXECUTIVE OFFICERS AND DIRECTORS OF

CITIGROUP INC.


Name, Position, Citizenship
United States
(Unless Otherwise Indicated) 		Title and Address
399 Park Avenue, NY, NY 10043
(Unless Otherwise Indicated)

C. Michael Armstrong
Director
Chairman
Comcast Corporation
1114 Avenue of the Americas, 21st Floor
New York, NY 10036
     
Alain J. P. Belda
Director
Brazil 		  Chairman and Chief Executive Officer
Alcoa, Inc.
390 Park Avenue, 11th Floor
New York, NY 10022
     
George David
Director 		  Chairman and Chief Executive Officer
United Technologies Corporation
1 Financial Plaza
Hartford, CT 06101
     
Kenneth T. Derr
Director 		  Chairman, retired
ChevronTexaco Corporation
345 California Street, Room 3016
San Francisco, CA 94104
     
John M. Deutch
Director 		  Institute Professor
Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, MA 02139
     
The Honorable Gerald R. Ford
Honorary Director 		  Former President of the United States
40365 Sand Dune Road
Rancho Mirage, CA 92270
     
Roberto Hernandez Ramirez
Director
Mexico 		  Chairman of the Board
Banco Nacional de Mexico
Actuario Roberto Medellin No. 800 - 5th Floor
Col. Sante Fe, 01210
Mexico City, Mexico
     
Ann Dibble Jordan
Director 		  Consultant
2940 Benton Place, NW
Washington, DC 20008
     
Dudley C. Mecum
Director 		  Managing Director
Capricorn Holdings, LLC
30 East Elm Street
Greenwich, CT 06830
     
Richard D. Parsons
Director 		  Chairman and Chief Executive Officer
Time Warner Inc.
75 Rockefeller Plaza, 29th Floor
New York, NY 10019
     
Andrall E. Pearson
Director 		  Founding Chairman
Yum! Brands, Inc.
41 Meadow Wood Drive
Greenwich, CT 06830
     
Charles Prince
Director and Executive Officer 		  Chief Executive Officer
Citigroup Inc.
     
Robert E. Rubin
Director and Executive Officer 		  Member of the Office of the Chairman
Citigroup Inc.
     
Franklin A. Thomas
Director 		  Consultant
TFF Study Group
595 Madison Avenue, 33rd Floor
New York, NY 10022
     
Sanford I. Weill
Director and Executive Officer 		  Chairman
Citigroup Inc.
     
Robert B. Willumstad
Director and Executive Officer 		  President and Chief Operating Officer
Citigroup Inc.
     
Arthur Zankel
Director 		  Senior Managing Member
High Rise Capital Management, L.P.
535 Madison Avenue, 26th Floor
New York, NY 10022
     
Winfred F.W. Bischoff
Executive Officer
United Kingdom and Germany 		  Chairman
Citicorp Europe
33 Canada Square
Canary Warf, London E14 5LB
United Kingdon
     
Michael A. Carpenter
Executive Officer 		  Chairman and Chief Executive Officer
Citigroup Global Investments
     
Robert Druskin
Executive Officer 		  President and Chief Operating Officer
Global Corporate and Investment Banking Group
388 Greenwich Street, 39th Floor
New York, NY 10013
     
Stanley Fischer
Executive Officer 		  Vice Chairman
Citigroup Inc.
     
William P. Hannon
Executive Officer 		  Controller and Chief Accounting Officer
Citigroup Inc.
Managing Director
Citigroup Business Services
     
Michael S. Helfer
Executive Officer		   General Counsel and Corporate Secretary
Citigroup Inc.
     
Thomas W. Jones
Executive Officer 		  Chairman and Chief Executive Officer
Global Investment Management and
Private Banking Group
     
Sallie L. Krawcheck
Executive Officer 		  Chairman and Chief Executive Officer
Smith Barney
388 Greenwich Street, 39th Floor
New York, NY 10013
     
Marjorie Magner
Executive Officer 		  Chairman and Chief Executive Officer
Global Consumer Group
     
Michael T. Masin
Executive Officer 		  Vice Chairman
Citigroup Inc.
     
Deryck C. Maughan
Executive Officer
United Kingdom 		  Vice Chairman
Citigroup Inc.
     
Victor J. Menezes
Executive Officer 		  Senior Vice Chairman
Citigroup Inc.
     
William R. Rhodes
Executive Officer 		  Senior Vice Chairman
Citigroup Inc.
     
Todd S. Thomson
Executive Officer 		  Executive Vice President, Finance and Investments
and Chief Financial Officer
Citigroup Inc.

SCHEDULE F

OWNERSHIP OF COMMON STOCK


Name Common Stock

Thomas F. McWilliams
89,111

David F. Thomas
65,271

Exhibit 5

Joint Filing Agreement

        In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Stratos Lightwave, Inc. and (ii) agree that this Agreement 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.

        In witness whereof, the undersigned hereby execute this Agreement as of the 6th day of November, 2003.



CITICORP VENTURE CAPITAL LTD.
                                 
                                 
By:Anthony P. Mirra
Title: Vice President
 CITICORP
                                 
                                 
By:Serena D. Moe
Title: Assistant Secretary


CITIBANK, N.A.
                                 
                                 
By: Serena D. Moe
Title: Assistant Secretary

CITIGROUP HOLDINGS COMPANY
                                 
                                 
By:Serena D. Moe
Title: Assistant Secretary
   

CITIGROUP INC.
                                 
                                 
By: Serena D. Moe
Title: Assistant Secreatry
 EX-99.H 3 ex1_cvc-13d.htm SECOND AMENDMENT AND AGREEMENT TO PLAN OF MERGER

EXECUTION COPY

SECOND AMENDMENT TO AGREEMENT
AND
PLAN OF MERGER

                  This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of October ___, 2003, among Stratos Lightwave, Inc., a Delaware corporation (“Parent”), Sleeping Bear Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Sterling Holding Company, a Delaware corporation (the “Company”).

W I T N E S S E T H:

                  WHEREAS, Parent, Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of July 2, 2003, as amended as of August 19, 2003 (the “Agreement”); and

                  WHEREAS, the parties desire to amend and restate Section 1.14 of the Agreement.

                  NOW THEREFORE, in consideration of the premises and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

                  1.     Amendment. Section 1.14 of the Agreement is hereby amended and restated in its entirety to read as follows:

                  Section 1.14 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed,
                  upon the making of an affidavit of that fact by the Person claiming such Certificate to be
                  lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by
                  such Person of a bond, in such amount as Parent or the Exchange Agent may direct as
                  indemnity against any claim that may be made against Parent, the Surviving Corporation or
                  the Exchange Agent with respect to such Certificate, Parent or the Exchange Agent will
                  issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the
                  shares of Parent Common Stock, the shares of Parent Preferred Stock, any cash in lieu of
                  fractional shares of Parent Common Stock or Parent Preferred Stock to which the holders
                  thereof are entitled pursuant to Section 1.9 and any dividends or other distributions to which
                  the holders thereof are entitled pursuant to Section 1.8.

                  2.     Authorization. Each party hereby represents to the other parties hereto that this Amendment has been duly authorized, executed and delivered by such party in accordance with Section 7.3 of the Agreement and constitutes a valid and binding obligation of such party enforceable against such party in accordance with its terms.

                  3.     Miscellaneous. Except as amended hereby, the Agreement shall remain in full force and effect. This Amendment shall be governed in all respects by the laws of State of Delaware. This Amendment may be executed in counterparts which together shall constitute a single agreement.

                  IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Amendment to be signed and, by such signature, acknowledged by their respective officers thereunto duly authorized, and such signatures to be attested to by their respective officers thereunto duly authorized, all as of the date first written above.


STRATOS LIGHTWAVE, INC.



_________________________________
Name: James W. McGinley
Title: President and Chief Executive Officer


SLEEPING BEAR MERGER CORP.



_________________________________
Name: James W. McGinley
Title: President


STERLING HOLDING COMPANY



_________________________________
Name: Newell V. Starks
Title: Chairman
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