-----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, RYYsyvXRXLlbBrziE4/vvM2IETlO0Y1pYO+WzTY+CH+mesJ1KvSpffk6vceQ3Gkx fC40pNkJVFPp/ZqPBF03Ug== 0001047469-05-022030.txt : 20050825 0001047469-05-022030.hdr.sgml : 20050825 20050825170724 ACCESSION NUMBER: 0001047469-05-022030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 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: 051049538 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 a2162363zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 5) Stratos International, Inc. - -------------------------------------------------------------------------------- (Name of Company) $0.01 par value Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 863100-20-2 - -------------------------------------------------------------------------------- (CUSIP Number) Ali L. Karshan 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) August 16, 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 2,361,641 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,361,641 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,641 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% - -------------------------------------------------------------------------------- 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 OO - -------------------------------------------------------------------------------- 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 2,361,641 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,361,641 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,641 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% - -------------------------------------------------------------------------------- 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 Holdings Inc.* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 2,361,641 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,361,641 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,641 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% - -------------------------------------------------------------------------------- 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 OO - -------------------------------------------------------------------------------- 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 2,361,663** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 2,361,663** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,663** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by CAM. ** Includes (i) 2,361,641 shares of Common Stock directly beneficially owned by Citicorp Venture Capital Ltd. and (ii) 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup Inc. ITEM 1. SECURITY AND COMPANY. This Amendment No. 5 to Schedule 13D amends the Schedule 13D filed on November 17, 2003, as amended by Amendment No. 1 filed on May 31, 2005, Amendment No. 2 filed on June 24, 2005, Amendment No. 3 filed on July 8, 2005 and Amendment No. 4 filed on July 21, 2005, relating to the common stock, par value $0.01 per share (the "Common Stock"), of Stratos International, Inc. ("Stratos" or the "Company"). 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 supplemented as follows. (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 Holdings Inc. ("CHI") and Citigroup Inc. ("Citigroup"), by virtue of their direct and indirect ownership of the stock of CVC. CVC, Citibank, CHI and Citigroup are collectively the "Reporting Persons" and each 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. Prior to the merger of Citigroup Holdings Company ("CHC") and Citicorp with and into Citigroup effective August 1, 2005 (the "Merger"), (i) Citicorp was the sole stockholder of Citibank, (ii) CHC was the sole stockholder of Citicorp and (iii) Citigroup was the sole stockholder of CHC. Upon completion of the Merger, CHI became the sole stockholder of Citibank. CHI 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. CHI is a U.S. bank holding company and is principally engaged, through its subsidiaries, in providing general financial services. Citigroup is a Delaware corporation and is the sole stockholder of CHI. 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 D is certain information concerning the executive officers and directors of CVC, Citibank, CHI and Citigroup, respectively. 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 14,580,123 shares of Common Stock outstanding as of August 5, 2005, as indicated in the proxy statement filed by Stratos on August 8, 2005. (a) CVC directly beneficially owns 2,361,641 shares of Common Stock, or 16.2% of the outstanding shares of Common Stock. CVC disclaims beneficial ownership of 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 2,361,641 shares of Common Stock directly beneficially owned by CVC, or 16.2% of the outstanding shares of Common Stock. Citibank disclaims beneficial ownership of 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Prior to the Merger, (i) Citicorp owned all of the outstanding common stock of Citibank, (ii) CHC owned all of the outstanding common stock of Citicorp and (iii) Citigroup owned all of the outstanding common stock of CHC. Upon completion of the Merger, CHI became the sole stockholder of Citibank. CHI owns all of the outstanding common stock of Citibank and, as a result, indirectly beneficially owns 2,361,641 shares of Common Stock beneficially owned by Citibank, or 16.2% of the outstanding shares of Common Stock. CHI disclaims beneficial ownership of 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. Citigroup owns all of the outstanding common stock of CHI and, as a result, indirectly beneficially owns 2,361,641 shares of Common Stock beneficially owned by CHI, or 16.2% of the outstanding shares of Common Stock. Citigroup also indirectly beneficially owns 22 shares of Common Stock beneficially owned by certain other subsidiaries of Citigroup. In total, Citigroup indirectly beneficially owns 2,361,663 shares of Common Stock, or 16.2% of the outstanding shares of Common Stock. (b) CVC, Citibank, CHI and Citigroup may be deemed to share the voting and dispositive power of 2,361,641 shares of Common Stock directly beneficially owned by CVC. Citigroup may be deemed to share the voting and dispositive power of 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 D own the number of shares of Common Stock set forth on Schedule E. Thomas F. McWilliams, an executive officer of CVC, 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 CVC, 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. 4 to the Schedule 13D on July 21, 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, a not-for-profit entity which is affiliated with Citigroup, 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 ---- ----------------- ------------- July 20, 2005 5,000 $5.25 July 22, 2005 50,000 $5.29 July 25, 2005 58,168 $5.31 Additionally, on each of the following dates, CVC 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 ---- ----------------- ------------- August 15, 2005 20,700 $5.50 August 16, 2005 18,998 $5.50 August 17, 2005 58,500 $5.49 August 18, 2005 3,910 $5.60 August 19, 2005 6,100 $5.55 August 22, 2005 5,000 $5.51 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 D, has effected a transaction in the Company's securities during the period since the filing of Amendment No. 4 to the Schedule 13D on July 21, 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: August 24, 2005 CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President CITIBANK, N.A. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITICORP HOLDINGS INC. By: /s/ Kenneth S. Cohen -------------------------------------- Name: Kenneth S. Cohen Title: Assistant Secretary CITIGROUP INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan 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. Thomson 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 HOLDINGS INC.
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 Executive Vice President and Senior Risk Officer Director and Executive Officer Citicorp Holdings Inc. Sallie L. Krawcheck Executive Vice President and Chief Financial Officer Director and Executive Officer Citicorp Holdings Inc. Stephen H. Long President, International Operations Director Citigroup Inc. Alan S. MacDonald Chief Operating Officer, Global Banking Director and Executive Officer Citibank, N.A. 388 Greenwich Street New York, NY 10013 Marjorie Magner Chairman and Chief Executive Officer Director and Executive Officer Global Consumer Group Citigroup Inc. William R. Rhodes Chairman Director and Executive Officer Citicorp Holdings Inc. Todd S. Thomson Chairman and Chief Executive Officer Director and Executive Officer Global Wealth Management Group Citigroup Inc. 388 Greenwich Street New York, NY 10013 Robert B. Willumstad President Director and Executive Officer Citicorp Holdings Inc. John C. Gerspach Executive Vice President, Chief Accounting Officer and Controller Executive Officer Citicorp Holdings Inc. Michael S. Helfer Executive Vice President, General Counsel and Secretary Executive Officer Citicorp Holdings Inc. Bonnie Howard Chief Auditor Executive Officer Citicorp Holdings Inc. Saul M. Rosen Executive Vice President and Chief Tax Officer Executive Officer Citicorp Holdings Inc. Guy R. Whittaker Treasurer Executive Officer Citicorp Holdings Inc.
SCHEDULE D 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 Klaus Kleinfeld President, Chief Executive Officer and Chairman of the Managing Board Director Siemens AG Germany Wittesbacherplatz 2 D-80333 Munich, Germany 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 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 Citigroup Inc. 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 Lewis B. Kaden Vice Chairman and Chief Administrative Officer 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 Citigroup Inc. 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 Citigroup Inc. 388 Greenwich Street New York, NY 10013 Stephen R. Volk Vice Chairman Executive Officer Citigroup Inc. United States 388 Greenwich Street New York, NY 10013
SCHEDULE E 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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