-----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, WMrJgi6pMoYZAaHoa70Dvrxm0n4X9H1JFlQcxPbtP2svibzTLFV6fPuxao5WNT45 VK8JEUgJEZJDhPkuPsTzjw== 0000950131-96-005409.txt : 19961104 0000950131-96-005409.hdr.sgml : 19961104 ACCESSION NUMBER: 0000950131-96-005409 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961101 SROS: NONE GROUP MEMBERS: CS FIRST BOSTON INC GROUP MEMBERS: CS FIRST BOSTON SECURITIES CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON KNUDSEN CORP// CENTRAL INDEX KEY: 0000906469 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 330565601 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46235 FILM NUMBER: 96651639 BUSINESS ADDRESS: STREET 1: 27400 E FIFTH ST CITY: HIGHLAND STATE: CA ZIP: 92346 BUSINESS PHONE: 9098844811 MAIL ADDRESS: STREET 1: 27400 EAST FIFTH ST CITY: HIGHLAND STATE: CA ZIP: 92346 FORMER COMPANY: FORMER CONFORMED NAME: KASLER HOLDING CO DATE OF NAME CHANGE: 19930604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CS FIRST BOSTON INC CENTRAL INDEX KEY: 0000036121 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132853402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 E 52ND ST STREET 2: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129092000 MAIL ADDRESS: STREET 1: 55 E 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055-0186 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON GROUP INC/DE DATE OF NAME CHANGE: 19931029 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MORRISON KNUDSEN CORPORATION (formerly Washington Construction Group, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 61844A109 - -------------------------------------------------------------------------------- (CUSIP Number) William W. Chandler CS First Boston, Inc. Park Avenue Plaza 55 East 52nd Street New York, NY 10055 (212) 909-3498 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 14, 1996 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 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. 61844A109 PAGE 2 OF 15 PAGES - ----------------------- SCHEDULE 13D --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON CS First Boston, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2853402 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 3,761,101 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 3,761,101 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,761,101 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 61844A109 PAGE 3 OF 15 PAGES - ----------------------- SCHEDULE 13D --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON CS First Boston Securities Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2972600 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 3,761,701 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 3,761,701 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,761,701 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 4 of 15 Pages - ------------------- ------------------ ITEM 1. SECURITY AND ISSUER This schedule relates to the common stock, $0.01 par value (the "Common Stock") of Morrison Knudsen Corporation, a Delaware corporation ("MKC"). The principal executive offices of MKC are located at Morrison Knudsen Plaza, Boise, Idaho 83729. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by (a) CS First Boston Securities Corporation, a Delaware corporation ("CSFBSC"), as the beneficial owner of 3,761,701 shares of Common Stock and (b) CS First Boston, Inc., a Delaware corporation ("CSFBI"), which may be deemed the beneficial owner of 3,761,101 shares of Common Stock by virtue of its ownership of 100 percent of the outstanding capital stock of CSFBSC and CS First Boston Corporation ("CSFBC"). CSFBSC and CSFBI are collectively referred to herein as the "Reporting Persons." CSFBSC is a dealer in commercial paper, other exempt securities and derivative products such as interest rate swaps, and invests in certain other assets. CSFBSC is also a holding company for various subsidiaries. CSFBI is a holding company whose subsidiaries are principally engaged in the business of investment banking and broker-dealer activities. All of the outstanding voting common stock of CSFBI and approximately 69% of the outstanding non-voting common stock of CSFBI are owned by CS Holding, a Swiss corporation having its registered offices at Nuschelerstrasse 1, CH-8021 Zurich, Switzerland. The principal business of CS Holding is acting as a holding company for a group of companies in the financial services and energy business offering a comprehensive range of products. Through its ownership of common stock of CSFBI, CS Holding, for purposes of the federal securities laws, may be deemed to ultimately control CSFBI. CS Holding, its executive officers and directors and its direct and indirect subsidiaries, in addition to the Reporting Persons, may beneficially own Common Stock and such ownership is not reported in this Statement. CS Holding disclaims beneficial ownership of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Persons. CSFBI hereby undertakes to amend this Statement, if necessary, to include the information required by Items 3 through 6 of Schedule 13D with respect to any Common Stock that may be beneficially owned by the executive officers or directors of CS Holding. (b) The principal business address of each of CSFBI and CSFBSC is Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. (c), (f) The name, citizenship, residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of CSFBI, CSFBSC and CS Holding is set forth on Schedule I hereto, which Schedule is hereby incorporated herein by reference in its entirety. (d)-(e) Neither of the Reporting Persons and, to the knowledge of the Reporting Persons, neither CS Holding nor any of the executive officers and directors listed on Schedule I hereto, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to an order of the United States Bankruptcy Court for the District of Delaware, dated August 26, 1996, the First Amended Plan of Reorganization of Morrison Knudsen Corporation ("MKC") under Chapter 11 of the Bankruptcy Code (the "Plan") was confirmed. Under the Plan, CSFBSC became entitled to receive 3,834,101 shares of Common Stock (the "Aggregate Proceeds"), comprised of 1,885,771 shares on account of debt owed by MKC and 1,948,330 shares on account of debt owed by American Passenger Rail Company, L.L.C., a Delaware limited liability company ("APRC"), an affiliate of MKC (the "APRC Proceeds"). The Aggregate Proceeds and the APRC Proceeds include 1,056,696 shares (the "Nomura Proceeds") which CSFBSC became entitled to receive under the Plan on behalf of Nomura Holding America, Inc. ("Nomura") as a result of purchases of debt owed by APRC made pursuant to an oral - ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 5 of 15 Pages - ------------------- ------------------ agreement entered into between CSFBSC and Nomura in June 1996 (the "Nomura Agreement"). Under the Nomura Agreement, CSFBSC has agreed to irrevocably transfer, assign and convey to Nomura specified percentages of the debt owed by APRC and purchased by CSFBSC at various times, or the proceeds thereof (which constitute the Nomura Proceeds), upon the payment to CSFBSC by Nomura of the specified percentages of CSFBSC's actual cost of the related purchases, plus an amount based on CSFBSC's cost of carry of such purchases from the dates of such purchases. ITEM 4. PURPOSE OF TRANSACTION CSFBSC became entitled to receive 3,834,101 shares of Common Stock in the manner described in Item 3 above. CSFBI may be deemed to have become entitled to receive 3,834,101 shares of Common Stock through its 100 percent ownership of the outstanding capital stock of CSFBSC in the manner described in Item 3 above. Except as described below and in Items 3 and 5, the Reporting Persons have no plans or proposals that would result in (1) the acquisition by any person of additional securities of MKC or the disposition of securities of MKC; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of MKC or any of its subsidiaries; (3) a sale or transfer of a material amount of assets of MKC or any of its subsidiaries; (4) any change in the present board of directors or management of MKC, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of MKC; (5) any material change in the present capitalization or dividend policy of MKC; (6) any other material change in the business or corporate structure of MKC; (7) changes in the charter, by-laws or instruments corresponding thereto of MKC, or other actions which may impede the acquisition of control of MKC by any person; (8) any class of securities of MKC being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (9) any class of equity securities of MKC becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (10) any action similar to any of those enumerated above. The Reporting Persons, however, reserve the right to change their plans or intentions at any time and to take any and all actions that they deem appropriate to maximize the value of their investment including, among other things, from time to time increasing or decreasing the number of shares of Common Stock by acquiring additional shares, or by disposing of all or a portion of the shares of Common Stock in open market or privately negotiated transactions or otherwise, depending on existing market conditions and other considerations discussed below. The Reporting Persons intend to review their investment in MKC on a continuing basis and, depending upon the price and availability of Common Stock, subsequent developments affecting MKC, the general business and future prospects of MKC, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of their investment in MKC. CSFBSC intends to transfer its shares of Common Stock to CSFBC in the ordinary course of business. CSFBC engages in purchase and sale transactions in the Common Stock in connection with program trading in baskets of securities which include the Common Stock. CSFBC intends to continue to engage in such transactions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the filing date, CSFBSC beneficially owned 3,761,701 shares of Common Stock, which constitute 7.0% of the shares of Common Stock estimated to be outstanding as of September 14, 1996. Following the consummation of the Plan on September 14, 1996, CSFBSC became entitled to receive 3,834,101 shares of Common Stock. On September 16, 1996, CSFBSC sold 72,400 shares of Common Stock as a principal in an open-market transaction. The Nomura Proceeds, which constitute 2.0% of the shares of Common Stock estimated to be outstanding as of September 14, 1996, included in such total number of shares beneficially owned by CSFBSC were acquired on behalf of Nomura under, and are subject to, the Nomura Agreement, under which CSFBSC has agreed to irrevocably transfer, assign and convey to Nomura the debt owed by APRC and acquired pursuant to the Nomura Agreement (which debt represented specified percentages of the total debt owed by APRC acquired by CSFBSC) upon payment by Nomura of the specified percentages of CSFBSC's actual cost of the related purchases, plus an amount based on CSFBSC's cost of carry of such purchases from the dates of such purchases. Upon the receipt of payment under the terms of the Nomura Agreement, CSFBSC will transfer, assign and convey the Nomura Proceeds to Nomura, and the Reporting Persons will have no further arrangements with Nomura with respect to the Nomura Proceeds or the securities of MKC. - ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 6 of 15 Pages - ------------------- ------------------ As of the filing date, CSFBC, the principal business of which is investment banking and registered broker-dealer activities, had a net short position of 600 shares of Common Stock in connection with program trading in baskets of securities which include the Common Stock. CSFBI, through its 100 percent ownership of the outstanding capital stock of CSFBSC and CSFBC, may be deemed to beneficially own 3,761,101 shares of Common Stock, which constitute 7.0% of the shares of Common Stock estimated to be outstanding as of September 14, 1996. (b) CSFBSC, through its ownership of 3,761,701 shares of Common Stock, and CSFBI, through its ownership of 100 percent of the outstanding capital stock of CSFBSC, may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 3,761,701 shares of Common Stock. CSFBC and CSFBI, through its ownership of 100 percent of the outstanding capital stock of CSFBC, may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of Common Stock held by CSFBC. As of the filing date, CSFBC had a net short position of 600 shares of Common Stock. (c) During the past 60 days, the Reporting Persons and/or their subsidiaries have bought and sold the following shares of Common Stock at the following prices, in each case in open-market transactions:
Number of Shares Date CS First Boston Entity Bought (B)/Sold (S) Price Per Share ---- ---------------------- ------------------- --------------- 9/16/96 CSFBC 1,300(S) $ 9.06 9/16/96 CSFBSC 72,400(S) $10.67 9/18/96 CSFBC 1,300(B) $ 9.00 9/27/96 CSFBC 200(S) $ 9.00 10/10/96 CSFBC 400(S) $ 9.50
The transactions by CSFBC were in connection with program trading in baskets of securities which include the Common Stock. The transaction by CSFBSC was as a principal. Except as described above and in Items 3 and 5(a), neither of the Reporting Persons has effected any transactions relating to the Common Stock during the past sixty days. To the knowledge of the Reporting Persons, none of the executive officers or directors of CSFBI or CSFBSC listed in Schedule I hereto has effected any transaction relating to the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described in Items 3 and 5, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any other person with respect to any security of MKC. - ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 7 of 15 Pages - ------------------- ------------------ ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description _________ _________ 1 First Amended Plan of Reorganization of Morrison Knudsen Corporation, as confirmed by the United States Bankruptcy Court for the District of Delaware, dated August 26, 1996 (filed as Exhibit 2.1 to the Current Report on Form 10-Q of MKC dated June 30, 1996 and incorporated herein by reference thereto).
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: October 30, 1996 CS FIRST BOSTON, INC. By: /s/ Agnes F. Reicke Name: Agnes F. Reicke Title: Deputy General Counsel, Director and Secretary - ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 8 of 15 Pages - ------------------- ------------------ SCHEDULE I CERTAIN INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF CS FIRST BOSTON, INC., CS FIRST BOSTON SECURITIES CORPORATION AND CS HOLDING Except where indicated, each of the persons named below is a citizen of the United States of America. Unless otherwise indicated, for each person whose principal employment is with CSFBI or CSFBSC, the principal business and address of such person's employer is described under Item 2 above. Unless otherwise indicated, for each person whose principal employment is with CSFBC or CS First Boston Pacific, Inc. ("CSFBP"), the address of such person's employer is Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. None of the persons named in Parts A through C below is a record owner of any Common Stock. Employment; Business Address; and Principal Business of Employer Name ----------------------------- - ---------------- A. CS First Boston, Inc. --------------------- Directors - --------- Rainer E. Gut Chairman of the Board (Chairman) Credit Suisse (Citizen of Switzerland) Paradeplatz 8 CH - 8001 Zurich, Switzerland (Swiss Bank) John M. Hennessy CEO, Director and Chairman of the Executive Board of CSFBI Aziz D. Syriani President (Citizen of Canada) Olayan Investments Company Establishment The Olayan Group 206 Syngrou Avenue Kallithea, Athens, 17610 Greece Robert G. Schwartz Director Metropolitan Life Insurance Company 200 Park Avenue, Suite 5700 New York, NY 10166 ------------------- ------------------ CUSIP No. 61844A109 SCHEDULE 13D Page 9 of 15 Pages ------------------- ------------------ Hans-Ulrich Doerig Chief Executive Officer Credit Suisse Paradeplatz 8 CH - 8001 Zurich, Switzerland Dr. Hugo von der Crone Retired (Citizen of Switzerland) c/o Credit Suisse Filiale Werdmuehleplatz Uranianstrasse 4 CH - 8001 Zurich, Switzerland Robert L. Genillard Chairman of the Board (Citizen of Switzerland) Clariden Bank One Quai du Mont-Blanc 1211 Geneva, Switzerland Phillip M. Colebatch Chief Financial and Administrative Officer (Citizen of Australia) CS Holding Nuschelerstrasse 1 CH - 8021 Zurich, Switzerland Frank G. Zarb Chairman, Chief Executive Officer and President Alexander & Alexander Services Inc. 1185 Avenue of the Americas New York, NY 10036 Executive Board - --------------- John M. Hennessy CEO, Director and Chairman (Chairman) of the Executive Board, of CSFBI Allen D. Wheat President, Chief Operating Officer, of CSFBI Brady W. Dougan Managing Director-Equities, of CSFBC Marc Hotimsky Managing Director-Fixed Income and Foreign Exchange, of CSFBC David C. Mulford Vice Chairman, Investment Banking, of CSFBI ------------------- ------------------- CUSIP No. 61844A109 SCHEDULE 13D Page 10 of 15 Pages ------------------- ------------------- Richard E. Thornburgh Chief Financial and Administrative Officer, of CSFBI Charles G. Ward, III Managing Director-Investment Banking, of CSFBC Operating Committee - ------------------- Allen D. Wheat President, Chief Operating (Chairman) Officer and Chairman of the Operating Committee, of CSFBI Brady W. Dougan Managing Director-Equities, of CSFBC Christopher A. Goekjian Managing Director of CSFBC 1 Cabot Square London, England E14, 4QJ Charles G. Ward III Managing Director-Investment Banking, of CSFBC Christopher Carter Managing Director-Equities, of CSFBC 1 Cabot Square London, England E14, 4QJ Brian D. Finn Managing Director-Mergers and Acquisitions, of CSFBC Craig Foster Managing Director-Fixed Income, of CSFBC John S. Harrison Managing Director, of CSFBC Marc Hotimsky Managing Director-Fixed Income and Foreign Exchange, of CSFBC Ian Molson Managing Director, of CSFBC Mark R. Patterson Managing Director-Leveraged Finance, of CSFBC Stephen Stonefield Managing Director, of CSFBP Richard E. Thornburgh Chief Financial and Administrative Officer, of CSFBI - ----------------------- --------------------- CUSIP NO. 61844A109 SCHEDULE 13D PAGE 11 OF 15 PAGES - ----------------------- --------------------- Executive Officers - ------------------ John M. Hennessy CEO, Director and Chairman (CEO) of the Executive Board, of CSFBI Allen D. Wheat President, Chief Operating (President and Chief Officer and Chairman of Operating Officer) the Operating Committee, of CSFBI David C. Mulford Vice Chairman, Investment (Vice Chairman, Banking, of CSFBI Investment Banking) Charles G. Ward, III Managing Director, (Managing Director, Investment Banking, of CSFBC Investment Banking) Richard E. Thornburgh Chief Administrative and (Chief Administrative and Financial Officer, of CSFBI Financial Officer) Anthony J. Cetta Managing Director-Senior (Managing Director-Senior Advisor and Tax Director, of Advisor and Director of Taxes) CSFBI William P. Bowden, Jr. Managing Director and (Managing Director and General Counsel, General Counsel) of CSFBI Maynard J. Toll, Jr. Managing Director-Senior (Managing Director- Advisor and Communications Senior Advisor and Officer, of CSFBI Communications Officer) Carlos Onis Managing Director and (Managing Director and Controller) Controller, of CSFBI Lewis H. Wirshba Managing Director and (Managing Director and Treasurer) Treasurer, of CSFBI Agnes F. Reicke Deputy General Counsel, (Deputy General Counsel, Director and Secretary, of Director and Secretary) CSFBI (Citizen of Switzerland) Lori M. Russo Vice President and Assistant (Vice President and Secretary, of CSFBI Assistant Secretary) - ------------------- ------------------- CUSIP No. 61844A109 SCHEDULE 13D Page 12 of 15 Pages - ------------------- ------------------- B. CS First Boston Securities Corporation -------------------------------------- Directors - --------- John M. Hennessy CEO, Director and Chairman (President and Chairman) of the Executive Board, of CSFBI Richard E. Thornburgh Chief Administrative and (Vice President) Financial Officer, of CSFBI Officers - -------- John M. Hennessy CEO, Director and Chairman (President and Chairman) of the Executive Board, of CSFBI Agnes F. Reicke Deputy General Counsel, (Vice President and Director and Secretary, of Secretary) CSFBI (Citizen of Switzerland) Richard E. Thornburgh Chief Administrative and (Vice President) Financial Officer, of CSFBI Benjamin H. Cohen Managing Director, of CSFBI (Vice President) Lewis H. Wirshba Managing Director and (Treasurer) Treasurer, of CSFBI Carlos Onis Managing Director and (Vice President and Controller) Controller, of CSFBI Anthony J. Cetta Managing Director-Senior (Vice President and Advisor and Tax Director, of Director of Taxes) CSFBI C. CS Holding ---------- Directors - --------- Rainer E. Gut Chairman of the Board (Chairman) Credit Suisse (Citizen of Switzerland) Paradeplatz 8, CH - 8021 Zurich, Switzerland (Swiss Bank) - ------------------- ------------------- CUSIP No. 61844A109 SCHEDULE 13D Page 13 of 15 Pages - ------------------- ------------------- Helmut O. Maucher Chairman of the Board and (Citizen of Germany) CEO Nestle Ltd. 1800 Vevey, Switzerland Dr. Ulrich Albers Partner (Citizen of Switzerland) Albers & Co. CH - 8022 Zurich, Switzerland (Textile products) Dr. Thomas W. Bechtler Vice Chairman and CEO (Citizen of Switzerland) Hesta AG P.O. Box 1910 CH-5700 Kusnacht Switzerland Ulrich Bremi Chairman (Citizen of Switzerland) Swiss Reinsurance Company Mythenqual 50/60 CH - 8022 Zurich, Switzerland Jean-Daniel Cornaz Chairman of the Board and (Citizen of Switzerland) CEO Vetropack Holding Ltd. CH - 8180 Bulach, Switzerland (Glass, packaging industry) Giafranco Cotti Chairman of the Board (Citizen of Switzerland) Swiss Volksbank Weltpostsrasse 5 CH - 3015 Berne, Switzerland Arthur Dunkel Boulevard du Theatre 6-4 (Citizen of Switzerland) CH - 1204 Geneva, Switzerland Robert L. Genillard Chairman of the Board (Citizen of Switzerland) Clariden Bank One Quai du Mont-Blanc CH - 1211 Geneva, Switzerland Dr. Adolf Gugler Chairman of the Board (Citizen of Switzerland) Swiss Volksbank Weltpoststrasse 5 CH - 3015 Berne, Switzerland - ------------------- ------------------- CUSIP No. 61844A109 SCHEDULE 13D Page 14 of 15 Pages - ------------------- ------------------- Heini Lippuner President and Chief (Citizen of Switzerland) Operating Officer Ciba-Geigy Ltd. CH - 4002 Basle, Switzerland Otto Loepfe CEO (Citizen of Switzerland) Swissair Group 8058 Zurich-Airport, Switzerland Erich Mueller Member of the Executive (Citizen of Switzerland) Board Sulzer Brothers Ltd. 8401 Winterthur, Switzerland (Machinery) Thomas Schmidheiny Chairman of the Board (Citizen of Switzerland) Holderbank Financiere Glarus Ltd. Zurcherstrasse 170 CH - 8645 Jona, Switzerland Ernst Schneider Chairman of the Board (Citizen of Switzerland) Bank Leu, Ltd. Baerenstrasse 8 CH - 6304 Zug, Switzerland Vreni Spoerry National Councillor (Citizen of Switzerland) Claridenstrasse 3 CH - 8810 Horgen, Switzerland Theodor M. Tschopp President (Citizen of Switzerland) Alusuisse-Lonza Holding Ltd. Feldeggstrasse 4 CH - 8034 Zurich, Switzerland Executive Officers - ------------------ Rainer E. Gut Chairman of the Board (President and Chairman Credit Suisse of the Board) Paradeplatz 8 (Citizen of Switzerland) CH - 8021 Zurich, Switzerland (Swiss Bank) Oskar K. Ronner President and CEO (Member of the Executive Electrowatt Ltd. Board) Bellerivestrasse 36 (Citizen of Switzerland) CH - 8022 Zurich, Switzerland - ------------------- ---------------------- CUSIP No. 61844A109 SCHEDULE 13 D Page 15 of 15 Pages - ------------------- ---------------------- Allen D. Wheat President, Chief Operating (Member of the Executive Board) Officer and Chairman of the Operating Committee, of CSFBI Phillip M. Colebatch Chief Financial and Member of the Executive Board Administrative Officer (Citizen of Australia) CS Holding Nuschelerstrasse 1 CH - 8021 Zurich, Switzerland -----END PRIVACY-ENHANCED MESSAGE-----