Schedule 13G

-----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, H+YxNoiV8r13whyfQrxsx6nOFFW1tD1iga9HLQxeZKwp/kq5HN5n5nrStus+nrFf vYhbipp0gW586bT1sJ7mmA== 0000898430-03-001588.txt : 20030214 0000898430-03-001588.hdr.sgml : 20030214 20030214151926 ACCESSION NUMBER: 0000898430-03-001588 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030214 GROUP MEMBERS: GEI CAPITAL III, L.L.C. GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE III, L.P. GROUP MEMBERS: JOHN G. DANHAKL GROUP MEMBERS: JOHN M. BAUMER GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN EQUITY INVESTORS III LP CENTRAL INDEX KEY: 0001072272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 MAIL ADDRESS: STREET 1: C/O LEONARD GREEN & PARTNERS LP STREET 2: 11111 SANTA MONICA BLVD - SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETCO ANIMAL SUPPLIES INC CENTRAL INDEX KEY: 0000888455 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 330479906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46266 FILM NUMBER: 03567111 BUSINESS ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194537845 MAIL ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

		OMB APPROVAL
		OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . . . .11

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

SCHEDULE 13G

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

PETCO Animal Supplies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

716016 20 9

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)

	o	Rule 13d-1(c)

	x	Rule 13d-1 (d)

* 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 716016 20 9

13G

Page 2 of 13 Pages




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

	Green Equity Investors III, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 3 of 13 Pages




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

	Green Equity Investors Side III, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 4 of 13 Pages




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

	GEI Capital III, L.L.C.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 5 of 13 Pages




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

	Leonard Green & Partners, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 6 of 13 Pages




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

	LGP Management, Inc.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			CO

CUSIP No. 716016 20 9

13G

Page 7 of 13 Pages




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

	John G. Danhakl



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			IN

CUSIP No. 716016 20 9

13G

Page 8 of 13 Pages




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

	John M. Baumer



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			IN

CUSIP No. 716016 20 9

13G

Page 9 of 13 Pages

Item 1(a).	Name of Issuer

	PETCO Animal Supplies, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer’s Principal Executive Offices

	9125 Rehco Road
	San Diego, California 92121

Item 2(a).	Name of Person Filing

	(A) Green Equity Investors III, L.P. (“GEI III”), Green Equity Investors Side III, L.P. (“GEI Side III”), GEI Capital III L.L.C. (“GEIC”), Leonard Green & Partners, L.P. (“LGP”), and LGP Management, Inc. (“LGPM”)

	GEI III is the record owner of 15,030,954 of the Issuer’s Common Stock, par value $0.001 per share (the “Common Stock”). GEI Side III is an affiliated fund of GEI III and invests in tandem with GEI III. GEI Side III’s investments represent less than 1% of the amount invested in each transaction. GEIC is the general partner of GEI III and GEI Side III. LGP is an affiliate of GEIC. LGP is the management company of GEI III and GEI Side III. LGPM is the general partner of LGP. As a result of their relationship with GEI III and GEI Side III, each of GEIC, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI III and GEI Side III. GEIC, LGP and LGPM, however, disclaim beneficial ownership of such shares of Common Stock.

	(B) John G. Danhakl and John M. Baumer

	Messrs. Danhakl and Baumer directly (whether through ownership interest or position) or indirectly through one or more intermediaries, may be deemed to control GEI III, GEI Side III, GEIC, LGP and/or LGPM. Each of Messrs. Danhakl and Baumer is a partner of LGP and may be deemed to have shared voting and investment power with respect to all Common Stock beneficially owned by GEI III and GEI Side III. Messrs. Danhakl and Baumer, however, disclaim beneficial ownership of such shares of Common Stock.

Item 2(b).	Address of Principal Business Office, or, if None, Residence

	(A) and (B):

	11111 Santa Monica Boulevard, Suite 2000
	Los Angeles, California 90025

Item 2(c).	Citizenship

	(A) Delaware

	(B) United States of America

Item 2(d).	Title of Class of Securities

	This statement relates to the Issuer’s Common Stock, par value $0.001 per share.

Item 2(e).	CUSIP Number

	716016 20 9

Item 3.	Not Applicable.

CUSIP No. 716016 20 9

13G

Page 10 of 13 Pages

Item 4.	Ownership

	(a) Amount Beneficially Owned: 15,030,954

	The number of shares reported as beneficially owned above is as of December 31, 2002. GEIC, LGP, LGPM and each of Messrs. Danhakl and Baumer expressly disclaim beneficial ownership of Common Stock beneficially owned by GEI III and GEI Side III.

	(b) Percent of Class: 26.2%

	This figure is calculated based on 57,366,473 shares of Common Stock issued and outstanding as of November 26, 2002, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2002, filed with the Securities and Exchange Commission on November 27, 2002 (File No. 0-23574).

	(c) Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:
			0

		(ii)	Shared power to vote or to direct the vote:
			15,030,954

		(iii)	Sole power to dispose or to direct the disposition of:
			0

		(iv)	Shared power to dispose or to direct the disposition of:
			15,030,954

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

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 or Control Person

	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.	Certification

	Not Applicable.

CUSIP No. 716016 20 9

13G

Page 11 of 13 Pages

Exhibit No.		Description

1		Joint Filing Agreement, dated February 11, 2003 (filed herewith).
2		Power of Attorney, dated February 11, 2003 (filed herewith).

CUSIP No. 716016 20 9

13G

Page 12 of 13 Pages

SIGNATURE

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

Dated as of February 11th, 2003


	GREEN EQUITY INVESTORS III, L.P.
	By: GEI Capital III, L.L.C., its General Partner


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager


	GREEN EQUITY INVESTORS SIDE III, L.P.
	By: GEI Capital III, L.L.C., its General Partner


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager

	GEI CAPITAL III, L.L.C.


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager


	LEONARD GREEN & PARTNERS, L.P.
	By: LGP Management, Inc., its General Partner

	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Vice President


	LGP Management, Inc.


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Vice President


	/s/ JOHN G. DANHAKL

	John G. Danhakl

	/s/ JOHN M. BAUMER

	John M. Baumer

CUSIP No. 716016 20 9

13G

Page 13 of 13 Pages

Exhibit Index

Exhibit No.		Description


1		Joint Filing Agreement, dated February 11, 2003 (filed herewith).
2		Power of Attorney, dated February 11, 2003 (filed herewith).

EX-99.1 3 dex991.htm JOINT FILING AGREEMENT, DATED FEB. 11, 2003 Joint Filing Agreement, dated Feb. 11, 2003

Exhibit 1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13G filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the common stock, $0.001 par value per share, of PETCO Animal Supplies, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, L.L.C., its General Partner


By:	/s/ JONATHAN D. SOKOLOFF	Date:	2-11-03

Name:	Jonathan D. Sokoloff
Title:	Manager


GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, L.L.C., its General Partner


By:	/s/ JONATHAN D. SOKOLOFF	Date:	2-11-03

Name:	Jonathan D. Sokoloff
Title:	Manager


GEI CAPITAL III, L.L.C.


By:	/s/ JONATHAN D. SOKOLOFF	Date:	2-11-03

Name:	Jonathan D. Sokoloff
Title:	Manager


LEONARD GREEN & PARTNERS, L.P.
By: LGP Management, Inc., its General Partner


By:	/s/ JONATHAN D. SOKOLOFF	Date:	2-11-03

Name:	Jonathan D. Sokoloff
Title:	Vice President

Joint Filing Agreement

Schedule 13G

Page 2 of 2 Pages

LGP MANAGEMENT, INC.

By:	/s/ JONATHAN D. SOKOLOFF	Date: 2-11-03

Name:	Jonathan D. Sokoloff
Title:	Vice President


/s/ JOHN G. DANHAKL		Date: 2-11-03

John G. Danhakl


/s/ JOHN M. BAUMER		Date: 2-11-03

John M. Baumer

EX-99.2 4 dex992.htm POWER OF ATTORNEY, DATED FEB. 11, 2003 Power of Attorney, dated Feb. 11, 2003

Exhibit 2

Power of Attorney

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of John M. Baumer and James R. Gillette, signing singly and not jointly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of common stock of PETCO Animal Supplies, Inc. (the “Issuer”), the Statement on Schedule 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13G and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Amendments to the Statement on Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2003.

GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, L.L.C., its General Partner

By:	/s/ JONATHAN D. SOKOLOFF

Name:	Jonathan D. Sokoloff
Title:	Manager

GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, L.L.C., its General Partner


By:	/s/ JONATHAN D. SOKOLOFF

Name:	Jonathan D. Sokoloff
Title:	Manager

GEI CAPITAL III, L.L.C.


By:	/s/ JONATHAN D. SOKOLOFF

Name:	Jonathan D. Sokoloff
Title:	Manager

LEONARD GREEN & PARTNERS, L.P.
By: LGP Management, Inc., its General Partner


By:	/s/ JONATHAN D. SOKOLOFF

Name:	Jonathan D. Sokoloff
Title:	Vice President

LGP MANAGEMENT, INC.


By:	/s/ JONATHAN D. SOKOLOFF

Name:	Jonathan D. Sokoloff
Title:	Vice President


/s/ JOHN G. DANHAKL

John G. Danhakl


/s/ JOHN M. BAUMER

John M. Baumer

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