-----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, EQpNfE2qYEzzAir2xkkuQF6ZjA8UyQQZmYrkoitnABKEt0/hY+2ZrmlGeTSG07Hl liSYmijynRnSAWEQg2XOSQ== 0001047469-05-018041.txt : 20050624 0001047469-05-018041.hdr.sgml : 20050624 20050624162329 ACCESSION NUMBER: 0001047469-05-018041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATOS INTERNATIONAL INC CENTRAL INDEX KEY: 0001111721 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364360035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62311 FILM NUMBER: 05915361 BUSINESS ADDRESS: STREET 1: 7444 WEST WILSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60656 BUSINESS PHONE: 7088679600 FORMER COMPANY: FORMER CONFORMED NAME: STRATOS LIGHTWAVE INC DATE OF NAME CHANGE: 20000412 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a2160089zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) Stratos International, Inc. - -------------------------------------------------------------------------------- (Name of Company) $0.01 par value Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 863100-20-2 - -------------------------------------------------------------------------------- (CUSIP Number) Serena D. Moe Citigroup Inc. 425 Park Avenue New York, New York 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 2005 - -------------------------------------------------------------------------------- (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), 13(d)-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. - ---------- 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). SCHEDULE 13D CUSIP No. 863100-20-2 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp Venture Capital Ltd.* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,474,849 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,474,849 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474,849 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by the Citigroup Asset Management business unit ("CAM"). SCHEDULE 13D CUSIP No. 863100-20-2 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citibank, N.A.* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION National Banking Association - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,474,849 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,474,849 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474,849 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- * This filing does not represent any securities beneficially owned by CAM. SCHEDULE 13D CUSIP No. 863100-20-2 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,474,849 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,474,849 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474,849 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not represent any securities beneficially owned by CAM. SCHEDULE 13D CUSIP No. 863100-20-2 - ---------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Holdings Company* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,474,849 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,474,849 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,474,849 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not represent any securities beneficially owned by CAM. SCHEDULE 13D CUSIP No. 863100-20-2 - ---------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Inc.* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,128,837** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 3,128,837** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,128,837** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by CAM. ** Includes (i) 2,474,849 shares of Common Stock directly beneficially owned by Citicorp Venture Capital Ltd., (ii) 653,966 shares of Common Stock directly beneficially owned by Citigroup Foundation, a not-for-profit entity which is affiliated with Citigroup Inc. and (iii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup Inc. ITEM 1. SECURITY AND COMPANY. This Amendment No. 2 to Schedule 13D amends the Schedule 13D filed on November 17, 2003, as amended by Amendment No. 1 filed on May 31, 2005, relating to the common stock, par value $0.01 per share (the "Common Stock"), of Stratos International, Inc. ("Stratos"). Stratos' principal executive office is located at 7444 West Wilson Avenue, Chicago, Illinois 60706. Except as otherwise described herein, the information contained in the Schedule 13D, as previously amended, remains in effect, and all capitalized terms shall have the meaning previously ascribed to them. Information given in response to each item in this Schedule 13D shall be deemed incorporated by reference in all other items. ITEM 2. IDENTITY AND BACKGROUND. The response to Item 2 is hereby amended and restated as follows: In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects securities beneficially owned by Citigroup Inc. ("Citigroup"), a holding company for a global financial services group, on behalf of itself and its subsidiaries, excluding CAM. CAM, its executive officers and directors and its direct and indirect subsidiaries may beneficially own securities of Stratos, and such securities are not reported in this filing. Citigroup disclaims beneficial ownership of securities beneficially owned by CAM, and CAM disclaims beneficial ownership of the securities reported herein. (a) 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, 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." (b-c) 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. (d-e) On November 19, 2001, the SEC instituted public cease-and-desist proceedings against The State Bank of India ("SBI") and Citibank, a subsidiary of Citigroup, related to an unregistered offering of securities in the United States by SBI and Citibank. Citibank was found to have violated Sections 5(a) and (c) of the Securities Act of 1933 ("Securities Act"), by offering and selling securities and was ordered to cease and desist, pursuant to Section 8A of the Securities Act, from committing or causing any violation and any future violation of Sections 5(a) and (c) of the Securities Act. On December 3, 2002, Salomon Smith Barney Inc. ("Salomon Smith Barney"), now named Citigroup Global Markets, Inc. ("CGMI"), a subsidiary of Citigroup, was one of eight respondents to settle SEC, NYSE, and NASD charges of violations of the record-keeping requirements of Section 17(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 17a-4 thereunder during the period from 1999 to at least 2001. The SEC order found that, during all or part of the relevant period, each Respondent failed to preserve for three years, and/or to preserve in an accessible place for two years, electronic mail communications (including inter-office memoranda and communications) received and sent by its agents and employees that related to its business as a member of an exchange, broker or dealer. The SEC order also found that each of the respondents lacked adequate systems or procedures for the preservation of electronic mail communications. The SEC order required the respondents to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder. Respondents were censured pursuant to Section 15(b)(4) of the Exchange Act. Each respondent was also required to pay the amount of $1,650,000, divided equally between the SEC, NASD, and NYSE. On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE 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. Salomon Smith Barney paid $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not establish wrongdoing or liability for purposes of any other proceeding. On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron's and Dynegy's financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron's and Dynegy's violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron's and Dynegy's violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty. On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty. In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI's consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI's recommendations to its customers of different class shares of mutual funds. On May 31, 2005, the SEC entered an administrative cease-and-desist order finding that Smith Barney Fund Management LLC ("SBFM"), a subsidiary of Citigroup, and CGMI willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("Advisers Act") in connection with securing approval by the Boards of the Smith Barney family of mutual funds (the "Funds") of the appointment of a new, affiliated transfer agent. Specifically, the SEC Order found that SBFM and CGMI failed to disclose to the Boards a revenue guarantee associated with the new agreement or an offer made by the then-existing transfer agent to continue to perform its work at a discount. The SEC Order further found that SBFM and CGMI made other omissions and misrepresentations to the Boards in connection with the creation, operation, and compensation of the new arrangement. Based on these findings, the Order censured SBFM and CGMI, required that CGMI and SBFM cease and desist from committing or causing violations of Sections 206(1)& 206(2) of the Advisers Act, required that SBFM and CGMI disgorge, on a joint and several basis, $109 million plus prejudgment interest of $19.1 million, and required that SBFM pay an $80 million civil money penalty. Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A through E attached hereto, 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 5. INTEREST IN SECURITIES OF THE COMPANY. The response to Item 5 is hereby amended and supplemented as follows: The ownership calculations in Item 5 are based upon the holdings of the Reporting Persons and the 14,603,515 shares of Common Stock outstanding as of March 11, 2005, as indicated in the Form 10-Q filed by Stratos on March 17, 2005. (a) CVC directly beneficially owns 2,474,849 shares of Common Stock, or 16.9% of the outstanding shares of Common Stock. CVC disclaims beneficial ownership of (i) 653,966 shares of Common Stock beneficially owned by Citigroup Foundation and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Citibank owns all of the outstanding common stock of CVC and, as a result, indirectly beneficially owns 2,474,849 shares of Common Stock directly beneficially owned by CVC, or 16.9% of the outstanding shares of Common Stock. Citibank disclaims beneficial ownership of (i) 653,966 shares of Common Stock beneficially owned by Citigroup Foundation and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Citicorp owns all of the outstanding common stock of Citibank, N.A. and, as a result, indirectly beneficially owns 2,474,849 shares of Common Stock beneficially owned by Citibank, or 16.9% of the outstanding shares of Common Stock. Citicorp disclaims beneficial ownership of (i) 653,966 shares of Common Stock beneficially owned by Citigroup Foundation and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Citigroup Holdings owns all of the outstanding common stock of Citicorp and, as a result, indirectly beneficially owns 2,474,849 shares of Common Stock beneficially owned by Citicorp, or 16.9% of the outstanding shares of Common Stock. Citigroup Holdings disclaims beneficial ownership of (i) 653,966 shares of Common Stock beneficially owned by Citigroup Foundation and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Citigroup owns all of the outstanding common stock of Citigroup Holdings and, as a result, indirectly beneficially owns 2,474,849 shares of Common Stock beneficially owned by Citigroup Holdings, or 16.9% of the outstanding shares of Common Stock. Citigroup also indirectly beneficially owns 653,966 shares of Common Stock directly beneficially owned by Citigroup Foundation, a not-for-profit entity which is affiliated with Citigroup. The Board of Directors of Citigroup Foundation, as well as all employees of Citigroup Foundation, are employed by Citigroup. Citigroup Foundation's grants are focused on education and community development programs around the world. Citigroup also indirectly beneficially owns 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. In total, Citigroup indirectly beneficially owns 3,128,837 shares of Common Stock, or 21.4% of the outstanding shares of Common Stock. (b) CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup may be deemed to share the voting and dispositive power of 2,474,849 shares of Common Stock directly beneficially owned by CVC. Citigroup may be deemed to share the voting and dispositive power of (i) 653,966 shares of Common Stock beneficially owned by Citigroup Foundation and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. 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. Thomas F. McWilliams, an executive officer of Citicorp Venture Capital Ltd., beneficially owns 176,012 shares of Common Stock. Mr. McWilliams has sole voting power over 89,111 such shares and sole dispositive power over 176,012 such shares. David F. Thomas, a director and executive officer of Citicorp Venture Capital Ltd., beneficially owns 65,270 shares of Common Stock and has sole voting and dispositive power over such shares. (c) To the best knowledge of the Reporting Persons, the Reporting Persons have engaged in the following transactions during the period since the filing of Amendment No. 1 to the Schedule 13D on May 31, 2005 and ending on the date hereof (excluding transactions that may have been effected for managed accounts with funds provided by third party customers): On each of the following dates, Citigroup Foundation sold Common Stock in open market transactions in the amount and at the average price per share described below: DATE COMMON STOCK SOLD AVERAGE PRICE ---- ----------------- ------------- May 16, 2005 3,100 $4.36 May 17, 2005 2,734 $4.35 May 18, 2005 11,000 $4.36 May 19, 2005 20,000 $4.38 May 20, 2005 50,000 $4.39 May 24, 2005 9,000 $4.35 June 7, 2005 15,900 $4.58 June 8, 2005 1,000 $4.56 June 10, 2005 181,200 $4.57 June 13, 2005 3,000 $4.70 June 14, 2005 14,400 $4.97 Other than the foregoing transactions, neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the Persons named in Schedules A through E, has effected a transaction in the Company's securities during the period since the filing of Amendment No. 1 to the Schedule 13D on May 31, 2005 and ending on the date hereof (excluding transactions that may have been effected for managed accounts with funds provided by third party customers). (d) Not applicable. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: June 24, 2005 CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President CITIBANK, N.A. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITICORP By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF CITICORP VENTURE CAPITAL LTD.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS (399 PARK (UNITED STATES UNLESS OTHERWISE INDICATED) AVENUE, NEW YORK, NY 10043 UNLESS OTHERWISE INDICATED) - ------------------------------------------ ------------------------------------------------------ William T. Comfort Senior Vice President Director and Executive Officer Citicorp Venture Capital Ltd. David F. Thomas Vice President and Managing Director Director and Executive Officer Citicorp Venture Capital Ltd. Michael A. Delaney Vice President and Managing Director Director and Executive Officer Citicorp Venture Capital Ltd. Jennifer Cappello-Ruggiero Assistant Vice President Executive Officer Citicorp Venture Capital Ltd. John P. Civantos Vice President Executive Officer Citicorp Venture Capital Ltd. Lauren M. Connelly Vice President and Secretary Executive Officer Citicorp Venture Capital Ltd. Charles E. Corpening Vice President Executive Officer Citicorp Venture Capital Ltd. Michael S. Gollner Vice President Executive Officer Citicorp Venture Capital Ltd. Ian D. Highet Vice President Executive Officer Citicorp Venture Capital Ltd. Darryl A. Johnson Assistant Vice President Executive Officer Citicorp Venture Capital Ltd. Byron L. Knief Vice President Executive Officer Citicorp Venture Capital Ltd. Richard E. Mayberry Vice President Executive Officer Citicorp Venture Capital Ltd. Thomas F. McWilliams Vice President and Managing Director Executive Officer Citicorp Venture Capital Ltd. Anthony P. Mirra Vice President and Assistant Secretary Executive Officer Citicorp Venture Capital Ltd. Paul C. Schorr Vice President and Managing Director Executive Officer Citicorp Venture Capital Ltd. Joseph M. Silvestri Vice President Executive Officer Citicorp Venture Capital Ltd. Michael D. Stephenson Vice President Executive Officer Citicorp Venture Capital Ltd. James A. Urry Vice President Executive Officer Citicorp Venture Capital Ltd. John D. Weber Vice President Executive Officer Citicorp Venture Capital Ltd.
SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF CITIBANK, N.A.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS (399 PARK (UNITED STATES UNLESS OTHERWISE INDICATED) AVENUE, NEW YORK, NY 10043 UNLESS OTHERWISE INDICATED) - ------------------------------------------ ------------------------------------------------------- David C. Bushnell Senior Risk Officer Director and Executive Officer Citibank, N.A. Sallie L. Krawcheck Chief Financial Officer Director and Executive Officer Citibank, N.A. Stephen H. Long Executive Vice President Director Citibank, N.A. Alan S. MacDonald Vice Chairman Director and Executive Officer Citibank, N.A. 388 Greenwich Street New York, NY 10013 Marjorie Magner Vice Chairman Director and Executive Officer Citibank, N.A. William R. Rhodes Chairman Director and Executive Officer Citibank, N.A. Todd S. Thompson Vice Chairman Director and Executive Officer Citibank, N.A. 388 Greenwich Street New York, NY 10013 Robert B. Willumstad President and Chief Executive Officer Director and Executive Officer Citibank, N.A. Anita Romero Senior Vice President, General Counsel Executive Officer and Secretary Citibank, N.A.
SCHEDULE C EXECUTIVE OFFICERS AND DIRECTORS OF CITICORP
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS (399 PARK (UNITED STATES UNLESS OTHERWISE INDICATED) AVENUE, NEW YORK, NY 10043 UNLESS OTHERWISE INDICATED) - ------------------------------------------ ------------------------------------------------------ David C. Bushnell Senior Risk Officer Director and Executive Officer Citicorp Sallie L. Krawcheck Chief Financial Officer Director and Executive Officer Citicorp Stephen H. Long Executive Vice President Director Citicorp Alan S. MacDonald Vice Chairman Director and Executive Officer Citicorp 388 Greenwich Street New York, NY 10013 Marjorie Magner Vice Chairman Director and Executive Officer Citicorp William R. Rhodes Chairman Director and Executive Officer Citicorp Todd S. Thompson Vice Chairman Director and Executive Officer Citicorp 388 Greenwich Street New York, NY 10013 Robert B. Willumstad President and Chief Executive Officer Director and Executive Officer Citicorp John C. Gerspach Controller Executive Officer Citicorp Anita Romero Senior Vice President, General Counsel Executive Officer and Secretary Citicorp
SCHEDULE D EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP HOLDINGS COMPANY
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS (399 PARK (UNITED STATES UNLESS OTHERWISE INDICATED) AVENUE, NEW YORK, NY 10043 UNLESS OTHERWISE INDICATED) - ------------------------------------------ ------------------------------------------------------ Sallie L. Krawcheck Chief Financial Officer Director and Executive Officer Citigroup Holdings Company William R. Rhodes Chairman Director and Executive Officer Citigroup Holdings Company Robert B. Willumstad President Director and Executive Officer Citigroup Holdings Company Michael S. Helfer General Counsel, Vice President and Executive Officer Secretary Citigroup Holdings Company Guy R. Whittaker Treasurer Executive Officer Citigroup Holdings Company United Kingdom 153 East 53rd Street New York, NY 10043
SCHEDULE E EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC.
NAME, TITLE, AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - ---------------------------- ----------------------------------------- C. Michael Armstrong Retired Chairman Director Hughes, AT&T and Comcast Corporation United States 1114 Avenue of the Americas New York, NY 10036 Alain J. P. Belda Chairman and Chief Executive Officer Director Alcoa Inc. Brazil 390 Park Avenue New York, NY 10022 George David Chairman and Chief Executive Officer Director United Technologies Corporation United States One Financial Plaza Hartford, CT 06101 Kenneth T. Derr Chairman, Retired Director ChevronTexaco Corporation United States 345 California Street San Francisco, CA 94104 John M. Deutch Institute Professor Director Massachusetts Institute of Technology United States 77 Massachusetts Avenue Cambridge, MA 02139 The Honorable Gerald R. Ford Former President of the United States of America Honorary Director 40365 Sand Dune Road United States Rancho Mirage, CA 92270 Roberto Hernandez Ramirez Chairman of the Board Director Banco Nacional de Mexico Mexico Actuario Roberto Medellin No. 800 Col. Sante Fe, 01210 Mexico City, Mexico Ann Dibble Jordan Consultant Director 2940 Benton Place, NW United States Washington, DC 20008-2718 Dudley C. Mecum Managing Director Director Capricorn Holdings, LLC United States 30 East Elm Street Greenwich, CT 06830 Anne M. Mulcahy Chairman and Chief Executive Officer Director Xerox Corporation United States 800 Long Ridge Road Stamford, CT 06904 Richard D. Parsons Chairman and Chief Executive Officer Director Time Warner Inc. United States One Time Warner Center New York, NY 10019 Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. United States 41 Meadow Wood Drive Greenwich, CT 06830 Charles Prince Chief Executive Officer Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Dr. Judith Rodin President Director The Rockefeller Foundation United States 420 Fifth Avenue New York, NY 10018 Robert E. Rubin Member of the Office of the Chairman Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Franklin A. Thomas Consultant Director TFF Study Group United States 595 Madison Avenue New York, NY 10022 Sanford I. Weill Chairman Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Robert B. Willumstad President and Chief Operating Officer Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Sir Winfried F. W. Bischoff Chairman Executive Officer Citigroup Europe United Kingdom and Germany 33 Canada Square Canary Wharf London E14 5LB United Kingdom David C. Bushnell Senior Risk Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Michael A. Carpenter Chairman and Chief Executive Officer Executive Officer Citigroup Global Investments United States 399 Park Avenue New York, NY 10043 Robert Druskin Chief Executive Officer and President Executive Officer Citigroup Corporate & Investment Banking United States 388 Greenwich Street New York, NY 10013 John C. Gerspach Controller and Chief Accounting Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Michael S. Helfer General Counsel and Corporate Secretary Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Sallie L. Krawcheck Chief Financial Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Marjorie Magner Chairman and Chief Executive Officer Executive Officer Global Consumer Group United States 399 Park Avenue New York, NY 10043 William R. Rhodes Senior Vice Chairman Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Todd S. Thomson Chairman and Chief Executive Officer Executive Officer Global Wealth Management Group United States 388 Greenwich Street New York, NY 10013
SCHEDULE F OWNERSHIP OF COMMON STOCK
SOLE VOTING SOLE DISPOSITIVE AGGREGATE AMOUNT POWER POWER BENEFICIALLY OWNED ----------- ---------------- ------------------ Thomas F. McWilliams 89,111 176,012 176,012 David F. Thomas 65,270 65,270 65,270
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