-----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, P9HFR9i/Cb+GiF1jQ+EArho+S7PPX9EAhB9cxILu4+jpaEM6ts/EiJPbCLVnpRDE lCpW/9ssc04wPEw9yZqAAg== 0001047469-03-004383.txt : 20030207 0001047469-03-004383.hdr.sgml : 20030207 20030207142256 ACCESSION NUMBER: 0001047469-03-004383 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030207 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: GERALD R. GALLAGHER GROUP MEMBERS: OAK ASSOCIATES VI, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS VI, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VI AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VI AFFILIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY HEALTHCARE INC CENTRAL INDEX KEY: 0001129623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 431723043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62185 FILM NUMBER: 03544305 BUSINESS ADDRESS: STREET 1: 717 N HARWOOD STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149229711 MAIL ADDRESS: STREET 1: 717 N HARWOOD STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK MANAGEMENT CORP CENTRAL INDEX KEY: 0001030818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032268346 MAIL ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 a2102537zsc13ga.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO.__1___)(1) Odyssey Healthcare, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ------------------------------------------------------------- (Title of Class of Securities) 67611V101 ------------------------------------------------------------- (CUSIP Number) December 31, 2002 ------------------------------------------------------------- (Date of Event which requires filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) - ---------- (1) 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). Cusip No. 67611V101 13G Page 2 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Investment Partners VI, Limited Partnership 06-1412578 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 14,863 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 14,863 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,863 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 3 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Associates VI, LLC 06-1412579 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 14,863 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 14,863 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,863 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 4 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak VI Affiliates Fund, Limited Partnership 06-1414970 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 346 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 346 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 346 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.0% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 5 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak VI Affiliates, LLC 06-1414968 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 346 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 346 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 346 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.0% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 6 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Management Corporation 06-0990851 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* CO SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 7 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Bandel L. Carano 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 8 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Gerald R. Gallagher 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 9 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Edward F. Glassmeyer 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 10 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Fredric W. Harman 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 67611V101 13G Page 11 of 22 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ann H. Lamont 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 15,209 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 15,209 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 15,209 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 22 Schedule 13G Amendment No. 1* Common Stock Par Value $0.001 CUSIP No. 67611V101 ITEM 1(a) NAME OF ISSUER: Odyssey HealthCare, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 717 North Harwood, Suite 1500 Dallas, Texas 75201 ITEM 2(a) NAME OF PERSON FILING: Oak Investment Partners VI, Limited Partnership Oak Associates VI, LLC Oak VI Affiliates Fund, Limited Partnership Oak VI Affiliates, LLC Oak Management Corporation Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Oak Management Corporation One Gorham Island Westport, Connecticut 06880 ITEM 2(c) CITIZENSHIP: Please refer to Item 4 on each cover sheet for each filing person. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common stock, par value $0.001 per share ITEM 2(e) CUSIP NUMBER: 67611V101 ITEM 3 Not applicable ITEM 4 OWNERSHIP. The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 15,540,185 shares outstanding as of October 31, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002. Page 13 of 22 By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Common Stock other than any shares reported herein as being owned by it, him or her, as the case may be. Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: /X/ ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10 CERTIFICATIONS. Not applicable Page 14 of 22 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners VI, Limited Partnership Oak Associates VI, LLC Oak VI Affiliates Fund, Limited Partnership Oak VI Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer --------------------------------- Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont By: /s/ Edward F. Glassmeyer --------------------------------- Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals Page 15 of 22 INDEX TO EXHIBITS
Page ---- EXHIBIT A Agreement of Reporting Persons 16 EXHIBIT B Power of Attorney 17
EX-99.A 3 a2102537zex-99_a.txt EXHIBIT 99A EXHIBIT 99(A) Page 16 of 22 EXHIBIT A AGREEMENT OF REPORTING PERSONS Each of the undersigned hereby agrees that Amendment No. 1 to Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Odyssey HealthCare, Inc. has been filed on behalf of the undersigned. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners VI, Limited Partnership Oak Associates VI, LLC Oak VI Affiliates Fund, Limited Partnership Oak VI Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer ------------------------------------ Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont By: /s/ Edward F. Glassmeyer ------------------------------------ Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals EX-99.B 4 a2102537zex-99_b.txt EXHIBIT 99B EXHIBIT 99(B) Page 17 of 22 EXHIBIT B POWER OF ATTORNEY The undersigned hereby make, constitute and appoint each of EDWARD F. GLASSMEYER and ANN H. LAMONT, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), a statement on Schedule 13G with respect to the securities of any or all of the following entities: AVENUE A, INC., a Washington corporation; COGENT COMMUNICATIONS GROUP, INC., a Delaware corporation; CONCUR TECHNOLOGIES, INC., a Delaware corporation; INTERNAP NETWORK SERVICES CORPORATION, a Delaware corporation; ODYSSEY HEALTHCARE, INC., a Delaware corporation; REPEATER TECHNOLOGIES, INC., a Delaware corporation; VICINITY CORPORATION, a Delaware corporation; and WIRELESS FACILITIES, INC., a Delaware corporation; and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations. This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission. Dated: February 7, 2003 Page 18 of 22 Oak Management Corporation By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: President Oak Investment Partners VI, Limited Partnership By: Oak Associates VI, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VI, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates Fund, Limited Partnership By: Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VII, Limited Partnership By: Oak Associates VII, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 19 of 22 Oak Associates VII, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates Fund, Limited Partnership By: Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VIII, Limited Partnership By: Oak Associates VIII, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VIII, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VIII Affiliates Fund, Limited Partnership By: Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 20 of 22 Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners IX, Limited Partnership By: Oak Associates IX, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates IX, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund - A, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 21 of 22 Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners X, Limited Partnership By: Oak Associates X, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates X, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates Fund, Limited Partnership By: Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member /s/ Bandel L. Carano - -------------------------------------------- Bandel L. Carano /s/ Gerald R. Gallagher - -------------------------------------------- Gerald R. Gallagher Page 22 of 22 /s/ Edward F. Glassmeyer - -------------------------------------------- Edward F. Glassmeyer /s/ Fredric W. Harman - -------------------------------------------- Fredric W. Harman /s/ Ann H. Lamont - -------------------------------------------- Ann H. Lamont /s/ David B. Walrod - -------------------------------------------- David B. Walrod -----END PRIVACY-ENHANCED MESSAGE-----