-----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, VjwDhXKvRpiFPdHdKQeVgayzxkcoc3lb+EgHwydy/C8cXJ5Sa2E9/4bbO98wXoEO XeEW8jjeNw5/4w/ZyuSllA== 0000903423-08-000703.txt : 20080825 0000903423-08-000703.hdr.sgml : 20080825 20080822174911 ACCESSION NUMBER: 0000903423-08-000703 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080825 DATE AS OF CHANGE: 20080822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPOSITE TECHNOLOGY CORP CENTRAL INDEX KEY: 0000317477 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 592025386 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62355 FILM NUMBER: 081035313 BUSINESS ADDRESS: STREET 1: 2026 MCGRAW AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 428-8500 MAIL ADDRESS: STREET 1: 2026 MCGRAW AVE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO FINANCIAL GROUP INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO GOLD & EXPLORATION INC DATE OF NAME CHANGE: 19870202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13D 1 composite-13d_0723.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

Composite Technology Corporation

(Name of Issuer)

 

Common Stock,

par value $.001 per share

(Title of Class of Securities)

 

20461S108

(CUSIP Number)

 

Louise Guarneri

Credit Suisse

Eleven Madison Avenue, New York, NY 10010

(212) 325-2000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 9, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 


 

CUSIP No. 20461S108

13D

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Credit Suisse

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o

(b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                x

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON

WITH

7

SOLE VOTING POWER

See Item 5

8

SHARED VOTING POWER

See Item 5

9

SOLE DISPOSITIVE POWER

See Item 5

10

SHARED DISPOSITIVE POWER

See Item 5

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

See Item 5

14

TYPE OF REPORTING PERSON

BK, HC

 

2

 

 

 

 


Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to shares of common stock (the “Shares”), par value $0.001 per share, of Composite Technology Corporation, a Nevada corporation (the “Company”). The principal executive address of the Company’s offices is 2026 McGaw Avenue, Irvine, California 92614.

Item 2.

Identity and Background

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”), the Alternative Investments business (the “AI Business”) within the Asset Management division (the “Asset Management division”) and the U.S. private client services business (the “U.S. PCS Business”) within the Private Banking division (the “Private Banking division”) (the “Reporting Person”). The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse Holdings (USA), Inc. (“CS Hldgs USA Inc”), a Delaware corporation. The ultimate parent company of the Bank and CS Hldgs USA Inc, and the direct owner of the remainder of the voting stock of CS Hldgs USA Inc, is Credit Suisse Group AG (“CSG”), a corporation formed under the laws of Switzerland.

CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. (“CS USA Inc”), a Delaware corporation and holding company. CS USA Inc is the sole member of Credit Suisse Securities (USA) LLC (“CS Sec USA LLC”), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies. CS Sec USA LLC is the successor company of Credit Suisse First Boston LLC (“CSFB LLC”), and all references hereinafter to CSFB LLC shall be deemed to refer to CS Sec USA LLC. The address of the principal business and office of each of CS Hldgs USA Inc, CS USA Inc and CS Sec USA LLC is Eleven Madison Avenue, New York, NY 10010.

The Bank owns all the voting stock of Credit Suisse (International) Holding AG (“CS Int Hldg AG”), a Swiss company. CS Int Hldg AG acts as a holding company for certain subsidiaries of the Investment Banking division in Europe, and since December 1996, in the Pacific region. The address of the principal business and office of CS Int Hldg AG is Bahnhofstrasse 17, P.O. Box 234, CH 6301 Zug, Switzerland.

CS Int Hldg AG owns all of the voting equity of Credit Suisse Investments (UK) (“CS Inv UK”), a UK limited liability company that acts as an investment holding company for the UK interests of the Investment Banking division. The address of the principal business and office of CS Inv UK is One Cabot Square, London E14 4QJ, UK.

Credit Suisse Investment Holdings (UK) (“CS Inv Hldgs UK”) is a UK limited liability company that acts as a holding company for the UK interests of the Investment Banking division. CS Inv UK holds a majority of CS Inv Hldgs UK’s equity; CS Int Hldg AG holds the remaining equity. The address of the principal business and office of CS Inv Hldgs UK is One Cabot Square, London E14 4QJ, UK.

CS Inv Hldgs UK holds all of the voting stock of Credit Suisse Securities (Europe) Limited (“CS Sec Eur Ltd”), a UK limited liability company. CS Sec Eur Ltd is a UK broker-dealer whose principal business is international securities underwriting and trading and corporate advisory services. The address of the principal business and office of CS Sec Eur Ltd is One Cabot Square, London E14 4QJ, UK.

 

3

 

 

 

 


CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking products. The Bank is comprised of the Investment Banking division, the Asset Management division and the Private Banking division. The Investment Banking division provides financial advisory and capital raising services and sales and trading to institutional, corporate and government clients worldwide. The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide and offers products across a broad range of investment classes, including alternative investments. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division (other than the AI Business) (the “Traditional AM Business”) and the Private Banking division (other than the U.S. PCS Business) (the “Non-U.S. PB Business”)) may beneficially own Shares to which this Statement relates and such Shares are not reported in this Statement. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.

The name, business address, citizenship, present principal occupation or employment, and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or director of the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK and CS Sec Eur Ltd are set forth on Schedules A-1 through A-8 attached hereto, each of which is incorporated by reference herein.

Except as otherwise provided herein, during the past five years none of the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK and CS Sec Eur Ltd nor, to the best knowledge of the Reporting Person, any of the other persons listed on Schedules A-1 through A-8 attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws.

On October 31, 2003, the U.S. District Court for the Southern District of New York (the “SDNY”) approved the global settlement among a number of Wall Street firms, including CSFB LLC, and a coalition of state and federal regulators and self-regulatory organizations (the “Global Settlement”). CSFB LLC, without admitting or denying any alleged violation, consented to the Global Settlement and thereby resolved a Securities and Exchange Commission’s (“SEC”) complaint filed on April 28, 2003, in the SDNY. In this complaint, the SEC alleged that, from July 1998 to December 2001, CSFB LLC engaged in acts and practices that created or maintained inappropriate influence over research analysts, thereby imposing conflicts of interest on research analysts that CSFB LLC failed to manage in an adequate or appropriate manner. The SEC’s complaint also alleged that CSFB LLC engaged in inappropriate “spinning” of “hot” initial public offering allocations in violation of New York Stock Exchange (“NYSE”) and NASD Inc. (“NASD”) rules requiring adherence to high business standards and just and equitable principles of trade, and that CSFB LLC’s books and records relating to certain transactions violated the broker-dealer record-keeping provisions of Section 17(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), NYSE Rules 401, 440 and 476(a)(6) and NASD Rules 2110 and 3110.

 

4

 

 

 

 


Under the terms of the Global Settlement:

• CSFB LLC agreed to pay the following amounts: $75 million as a penalty, $75 million as disgorgement of commissions and other monies for restitution for investors, and $50 million to be used to fund independent research. This $50 million to fund independent research is payable over a five year period.

• CSFB LLC is required, among other things, to: (i) separate its research and investment banking departments and make independent research available to investors, (ii) prohibit its analysts from receiving compensation for investment banking activities and prohibit analysts’ involvement in investment banking “pitches” and “roadshows,” (iii) contract, for a five-year period, with no fewer than three independent research firms that will make available independent research to CSFB LLC’s customers, and (iv) make its analysts’ historical price targets (among other things) publicly available.

• CSFB LLC is permanently restrained and enjoined from violating Sections 15(c) and 17(a) of the Exchange Act, Exchange Act Rules 15c1-2 and 17a-3, NASD Rules 2110, 2210, 3010, and 3110, and NYSE Rules 342, 401, 440, 472, and 476.

Other Wall Street firms were subject to similar requirements.

On August 26, 2004, the SEC issued an order, to which CSFB LLC consented without admitting or denying the findings contained therein, finding that Donaldson, Lufkin & Jenrette Securities Corp. (“DLJ”), predecessor in interest to CSFB LLC, violated Section 15(b)(4)(e) of the Exchange Act, which requires broker-dealers reasonably to supervise persons subject to their supervision with a view toward preventing violations of the federal securities laws, by failing reasonably to supervise a DLJ registered representative with a view toward preventing the registered representative’s violations of Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”), Section 10(b) of the Exchange Act and SEC Rule 10b-5 thereunder. The SEC censured CSFB LLC pursuant to Section 15(b)(4) of the Exchange Act and ordered CSFB LLC to (i) pay a fine of $1 million, (ii) retain an independent c onsultant to evaluate the effectiveness of CSFB LLC’s supervisory and compliance systems, policies and procedures designed to detect and prevent violations of certain federal securities laws and (iii) implement all of the recommendations contained in the final report of the independent consultant.

On May 31, 2005, the SEC issued an order, to which CSFB LLC consented without admitting or denying the findings contained therein, finding that CSFB LLC violated Section 17(a) of the Exchange Act and SEC Rule 17a-3(a)(2) thereunder and failed reasonably to supervise with a view toward preventing or detecting a CSFB LLC trader’s violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and SEC Rule 10b-5 thereunder, which prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase or sale of securities. In connection with the order, CSFB LLC undertook to improve various supervisory procedures. The SEC ordered CSFB LLC to (i) pay a fine of $200,000 and (ii) cease and desist from committing any current or future violations of Section 17(a) of the Exchange Act and SEC Rule 17a-3 thereunder.

 

Item 3.

Source and Amounts of Funds or Other Consideration

The aggregate consideration (exclusive of commissions) paid by CS Sec Eur Ltd for the acquisitions of the Shares described in Item 5(a) below was $63,225,943.

On May 9, 2008, the Company entered into a Call Option Deed (the “Call Option Deed”) and a related Subscription Agreement (the “First Subscription Agreement”) with CS Sec Eur Ltd whereby CS Sec Eur Ltd agreed to subscribe for and the Company agreed to issue 13,333,333 Shares in exchange for the payment of $10,000,000 ($0.75 per Share) by CS Sec Eur Ltd to the Company. In connection therewith, the Company also granted CS Sec Eur Ltd an option (the “Call Option”) to subscribe for up to an additional 45,454,544 Shares at a purchase price of $0.88 per Share. The Call Option was exercisable at any time up to and including June 30, 2008 in whole or in part or a series of parts (no less than 11,363,636 Shares in each instance and not to exceed in aggregate 45,454,544 Shares).

On June 26, 2008, the Company entered into a Subscription Agreement (the “Second Subscription Agreement”) with CS Sec Eur Ltd whereby CS Sec Eur Ltd exercised the Call Option granted by the Company to CS Sec Eur Ltd under the Call Option Deed and purchased 45,454,544 Shares at a price of $0.88 per Share.

The funds used by CS Sec Eur Ltd to make these acquisitions, and the acquisitions described in Schedule B attached hereto, came from working capital.

Item 4.

Purpose of Transaction

CS Sec Eur Ltd made the acquisitions described in Item 3 above for investment purposes and, through representation on the Company’s board of directors (the “Company Board”), to influence the management policies and control of the Company with the aim of increasing the value of the Company and CS Sec Eur Ltd’s investment.

 

5

 

 

 

 


Pursuant to the Call Option Deed, CS Sec Eur Ltd has the right to designate a person that the Company agrees will be appointed to the Company Board, subject to the approval of the Company Board. CS Sec Eur Ltd has agreed that such designee shall satisfy the criteria of an “independent director” as defined by NASDAQ Marketplace Rule 4350. As of the date of this filing, CS Sec Eur Ltd has not exercised this right.

The Reporting Person intends to optimize the value of its investments and, therefore, will review from time to time the Company’s business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Person may consider from time to time various alternative courses of action. Such actions may include the acquisition or disposition of Shares or other securities through open market transactions, privately negotiated transactions, a tender offer, an exchange offer or otherwise.

Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)        As of August 20, 2008, the Reporting Person may be deemed to beneficially own an aggregate of 67,787,264 Shares, all of which are directly held by CS Sec Eur Ltd.

Accordingly, the Reporting Person may be deemed to beneficially own 23.6% of the outstanding Shares.

To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK nor CS Sec Eur Ltd nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-8 attached hereto, beneficially owns any additional Shares.

(b)       With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Shares referenced in paragraph 5(a), there is shared power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of, such Shares among the Reporting Person, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK and CS Sec Eur Ltd.

(c)        Except as otherwise described herein, to the knowledge of the Reporting Person, neither the Reporting Person nor any person set forth on Schedules A-1 through A-8 hereto has effected any transactions in the Shares during the period beginning May 9, 2008 and ending on the date of this filing. Schedule B, which is incorporated herein by reference, sets forth the transactions in the Shares effected by the Reporting Person and its subsidiaries during the 60-day period prior to May 9, 2008.

(d)       No other person is known by the Reporting Person to have the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of the Shares beneficially owned by the Reporting Person, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK or CS Sec Eur Ltd.

(e)       Not applicable.

Item 6.

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

Neither the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK or CS Sec Eur Ltd nor, to the best knowledge of the Reporting Person, any person set forth on Schedules A-1 through A-8 hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Company or its subsidiaries other than the First Subscription Agreement, the Second Subscription Agreement and the Call Option Deed.

 

6

 

 

 

 


The description of the First Subscription Agreement and the Second Subscription Agreement in Item 3, and the description of the Call Option Deed in Items 3 and 4, are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1: Call Option Deed, dated as of May 8, 2008, by and between CS Sec Eur Ltd and the Company (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Company on May 9, 2008).

Exhibit 2: Subscription Agreement, dated as of May 9, 2008, by and between CS Sec Eur Ltd and the Company (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Company on May 9, 2008).

Exhibit 3: Subscription Agreement, dated as of June 26, 2008, by and between CS Sec Eur Ltd and the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 2, 2008).

 

7

 

 

 

 


SIGNATURE

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

Date: August 20, 2008

CREDIT SUISSE

By: /s/ Louise Guarneri             
Name: Louise Guarneri
Title:   Managing Director

 

 

 

 

 

 

 


SCHEDULE A-1

EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSON

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of the Reporting Person. The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010.

Name

Business Address

Title

Citizenship

James Amine

17 Columbus Courtyard
London, Great Britain

Co-Head of the Global Investment Banking Department and Head of the Global Markets Solution Group

United States

Robert Basso

Eleven Madison Avenue
New York, NY 10010
USA

Head of Investment Banking and Americas Region Human Resources

United States

Gary Bullock

Five Canada Square
London, Great Britain

Head of Global Operations for the Investment Bank

Great Britain

Paul Calello

Eleven Madison Avenue
New York, NY 10010
USA

Chief Executive Officer of the Global Investment Banking Division

United States

Phil Cushmaro

Eleven Madison Avenue
New York, NY 10010
USA

Chief Information Officer for the Investment Banking Division and Americas Region

United States

Gael de Boissard

One Cabot Square
London, Great Britain

Head of Global Securities, Co-Head in the Europe, Middle East and Africa (EMEA) Region and Head of the Global Rates and Foreign Exchange Group

France

John A. Ehinger

Eleven Madison Avenue
New York, NY 10010
USA

Head of Global Securities Responsible for Equities and Securities Sales and Research

United States

Marc D. Granetz

Eleven Madison Avenue
New York, NY 10010
USA

Co-Head of Global Corporate and Investment Banking, Head of the Global Mergers and Acquisitions Group

United States

Stephen Haratunian

Eleven Madison Avenue
New York, NY 10010
USA

Head of Strategic Risk Management Group for the Investment Banking Division

United States

 

 

 

 

 

 


 

Robert Jain

Eleven Madison Avenue
New York, NY 10010
USA

Head of Global Proprietary Trading

United States

Steven Kantor

Eleven Madison Avenue
New York, NY 10010
USA

Head of Global Securities and Co-Head of Illiquid Alternatives Business, Head of Credit Products, Head of Commercial Real Estate and Head of Private Placements Group

United States

David Mathers

One Cabot Square
London, Great Britain

Head of Finance and Strategy for Investment Banking Division

Great Britain

Jonathan McHardy

Eleven Madison Avenue
New York, NY 10010
USA

Head of Global Securities Responsible for Fixed Income Emerging Markets, Commodities, Life Finance, Special Opportunities and Tax

Great Britain

D. Neil Radey

One Madison Avenue
New York, NY 10010
USA

General Counsel for the Americas and Co-General Counsel for the Investment Banking Division

United States

Eric M. Varvel

Eleven Madison Avenue
New York, NY 10010
USA

Chief Executive Officer of Credit Suisse for the Europe, Middle East and Africa Region

United States

Cristina Von Bargen

Eleven Madison Avenue
New York, NY 10010
USA

Head of Corporate Communications for the Investment Banking Division

United States

 

 

 

 

 


SCHEDULE A-2

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE HOLDINGS (USA), INC.

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Holdings (USA), Inc. The business address of Credit Suisse Holdings (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.

Name

Business Address

Title

Citizenship

Paul Calello

Eleven Madison Avenue
New York, NY 10010
USA

Managing Director and Board Member

United States

Peter J. Feeney

Eleven Madison Avenue
New York, NY 10010
USA

Treasurer

United States

Paul J. O’Keefe

Eleven Madison Avenue
New York, NY 10010
USA

Chief Financial Officer and Controller

United States

D. Neil Radey

One Madison Avenue
New York, NY 10010
USA

Managing Director and General Counsel

United States

Robert S. Shafir

Eleven Madison Avenue
New York, NY 10010
USA

President, Chief Executive Officer and Board Member

United States

Lewis H. Wirshba

Eleven Madison Avenue
New York, NY 10010
USA

Managing Director and Board Member

United States

 

 

 

 

 

 


SCHEDULE A-3

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE (USA), INC.

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse (USA), Inc. The business address of Credit Suisse (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.

Name

Business Address

Title

Citizenship

Paul Calello

Eleven Madison Avenue
New York, NY 10010
USA

Board Member

United States

Anthony De Chellis

Eleven Madison Avenue
New York, NY 10010
USA

Board Member

United States

Peter J. Feeney

Eleven Madison Avenue
New York, NY 10010
USA

Managing Director and Treasurer

United States

Paul J. O’Keefe

Eleven Madison Avenue
New York, NY 10010
USA

Chief Financial and Accounting Officer

United States

D. Neil Radey

One Madison Avenue
New York, NY 10010
USA

Managing Director and General Counsel

United States

Robert S. Shafir

Eleven Madison Avenue
New York, NY 10010
USA

President, Chief Executive Officer and Board Member

United States

Lewis H. Wirshba

Eleven Madison Avenue
New York, NY 10010
USA

Managing Director and Board Member

United States

 

 

 

 

 

 


SCHEDULE A-4

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE SECURITIES (USA) LLC

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Securities (USA) LLC. The business address of Credit Suisse Securities (USA) LLC is Eleven Madison Avenue, New York, New York 10010.

Name

Business Address

Title

Citizenship

Paul Calello

Eleven Madison Avenue
New York, NY 10010
USA

Co-Chief Executive Officer, Co-President and Board Member

United States

Anthony De Chellis

Eleven Madison Avenue
New York, NY 10010
USA

Board Member

United States

Gary Gluck

Eleven Madison Avenue
New York, NY 10010
USA

Treasurer

United States

Paul J. O’Keefe

Eleven Madison Avenue
New York, NY 10010
USA

Chief Financial Officer

United States

D. Neil Radey

One Madison Avenue
New York, NY 10010
USA

Managing Director and General Counsel

United States

Robert S. Shafir

Eleven Madison Avenue
New York, NY 10010
USA

Co-Chief Executive Officer, Co-President and Board Member

United States

 

 

 

 


SCHEDULE A-5

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE (INTERNATIONAL) HOLDING AG

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse (International) Holding AG. The business address of Credit Suisse (International) Holding AG is Bahnhofstrasse 17, P.O. Box 234, CH6301 Zug, Switzerland.

Name

Business Address

Title

Citizenship

Christian Gell

Uetlibergstrasse 231
Zurich, Switzerland

President of the Board

Austria

Hans Ulrich Muller

Weltpoststrasse 5
Bern, Switzerland

Board Member

Switzerland

Agnes F. Reicke

Uetlibergstrasse 231
Zurich, Switzerland

Director

Switzerland

Christian Schmid

Brandschenkestrasse 25
Zurich, Switzerland

Board Member

Switzerland

Markus Sunitsch

Uetlibergstrasse 231
Zurich, Switzerland

Board Member

Switzerland

 

 

 

 


SCHEDULE A-6

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE INVESTMENTS (UK)

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Investments (UK). The business address of Credit Suisse Investments (UK) is One Cabot Square, London E14 4QJ, UK.

Name

Business Address

Title

Citizenship

Renato Fassbind

Paradeplatz 8
Zurich, Switzerland

Director

Switzerland

Tobias Guldimann

Paradeplatz 8
Zurich, Switzerland

Director

Switzerland

Paul E. Hare

One Cabot Square
London, Great Britain

Secretary

Great Britain

Costas P. Michaelides

One Cabot Square
London, Great Britain

Director

United States

Andrew William Reid

One Cabot Square
London, Great Britain

Director

Great Britain

Kevin Lester Studd

One Cabot Square
London, Great Britain

Director

Great Britain

 

 

 

 

 

 

 


SCHEDULE A-7

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE INVESTMENT HOLDINGS (UK)

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Investment Holdings (UK). The business address of Credit Suisse Investment Holdings (UK) is One Cabot Square, London E14 4QJ, UK.

Name

Business Address

Title

Citizenship

Paul E. Hare

One Cabot Square
London, Great Britain

Secretary

Great Britain

Costas P. Michaelides

One Cabot Square
London, Great Britain

Director

United States

Andrew William Reid

One Cabot Square
London, Great Britain

Director

Great Britain

Kevin Lester Studd

One Cabot Square
London, Great Britain

General Counsel

Great Britain

 

 

 

 


SCHEDULE A-8

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE SECURITIES (EUROPE) LIMITED

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Securities (Europe) Limited. The business address of Credit Suisse Securities (Europe) Limited is One Cabot Square, London E14 4QJ, UK.

Name

Business Address

Title

Citizenship

James Amine

17 Columbus Courtyard
London, Great Britain

Director

 

United States

Stephen Dainton

One Cabot Square
London, Great Britain

Managing Director

Great Britain

Gael de Boissard

One Cabot Square
London, Great Britain

Managing Director

France

Renato Fassbind

Paradeplatz 8
Zurich, Switzerland

Director

Switzerland

Tobias Guldimann

Paradeplatz 8
Zurich, Switzerland

Director

Switzerland

Paul E. Hare

One Cabot Square
London, Great Britain

Company Secretary

Great Britain

Christopher G.B. Horne

17 Columbus Courtyard
London, Great Britain

Alternate Director

Great Britain

Costas P. Michaelides

One Cabot Square
London, Great Britain

Director

United States

Eraj Shirvani

One Cabot Square
London, Great Britain

Alternate Director

United States

Eric M. Varvel

Eleven Madison Avenue
New York, NY 10010
USA

Chairman, Director

United States

Simon D. Yates

Eleven Madison Avenue
New York, NY 10010
USA

Director

United States

 

 

 

 

 

 


SCHEDULE B

The following table lists all trades effected by the indicated entity in the Shares during the 60-day period prior to May 9, 2008. All trades were effected in ordinary trading on the indicated exchange.

Date

Entity

Buy/Sell

Quantity

Security

Price

CCY

Exchange

11 Mar 2008

CS Sec Eur Ltd

Buy

111,287

Shares

84,912

USD

Nasdaq

12 Mar 2008

CS Sec Eur Ltd

Buy

357,000

Shares

295,453

USD

Nasdaq

31 Mar 2008

CS Sec Eur Ltd

Buy

3,500

Shares

2,695

USD

Nasdaq

4 April 2008

CS Sec Eur Ltd

Buy

250,000

Shares

220,300

USD

Nasdaq

7 April 2008

CS Sec Eur Ltd

Buy

155,700

Shares

136,860

USD

Nasdaq

9 April 2008

CS Sec Eur Ltd

Buy

25,000

Shares

24,723

USD

Nasdaq

21 April 2008

CS Sec Eur Ltd

Buy

450,000

Shares

399,060

USD

Nasdaq

24 April 2008

CS Sec Eur Ltd

Buy

29,800

Shares

27,923

USD

Nasdaq

25 April 2008

CS Sec Eur Ltd

Buy

17,500

Shares

16,200

USD

Nasdaq

 

 

 

 

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----