-----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, Q7HMLY3HrYZ24wzToZczOYBRlhaY0pHUWIrZcySBTaChcaSbZDb0xBSbSynFtUeq jv/RT6Brj/z4XYUEOcXgOg== 0000921530-04-000058.txt : 20040205 0000921530-04-000058.hdr.sgml : 20040205 20040205125035 ACCESSION NUMBER: 0000921530-04-000058 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040205 GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, LLC GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL, INC. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: M. H. DAVIDSON & CO. GROUP MEMBERS: M. H. DAVIDSON & CO., LLC 401(K) PLAN GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: ROBERT J. BRIVIO, JR. GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS L. KEMPNER, JR. GROUP MEMBERS: TIMOTHY I. LEVART SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH WIRELESS INC CENTRAL INDEX KEY: 0000915390 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 311358569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44485 FILM NUMBER: 04569339 BUSINESS ADDRESS: STREET 1: 1800 W PARK DR STREET 2: STE 250 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 508-870-6700 MAIL ADDRESS: STREET 1: 1800 W PARK DR STREET 2: STE 250 CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: ARCH COMMUNICATIONS GROUP INC /DE/ DATE OF NAME CHANGE: 19950914 FORMER COMPANY: FORMER CONFORMED NAME: USA MOBILE COMMUNICATIONS HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19950519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124464020 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 archwireless13da-123103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARCH WIRELESS, INC. ------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 039392105 --------- (CUSIP Number) December 31, 2003 ----------------- (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) [X] Rule 13d-1(c) [ ] 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 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). Continued on following pages Page 1 of 22 Pages SCHEDULE 13G CUSIP No. 039392105 Page 2 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVIDSON KEMPNER INTERNATIONAL, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization BRITISH VIRGIN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 039392105 Page 3 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 039392105 Page 4 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVIDSON KEMPNER PARTNERS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 039392105 Page 5 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) M. H. DAVIDSON & CO. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 039392105 Page 6 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) M. H. DAVIDSON & CO., L.L.C. 401(k) PLAN 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 039392105 Page 7 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 039392105 Page 8 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVIDSON KEMPNER ADVISERS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 039392105 Page 9 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MHD MANAGEMENT CO. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 039392105 Page 10 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARVIN H. DAVIDSON 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA; HC SCHEDULE 13G CUSIP No. 039392105 Page 11 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) THOMAS L. KEMPNER, JR. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA; HC SCHEDULE 13G CUSIP No. 039392105 Page 12 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STEPHEN M. DOWICZ 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 039392105 Page 13 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SCOTT E. DAVIDSON 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 039392105 Page 14 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MICHAEL J. LEFELL 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 039392105 Page 15 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TIMOTHY I. LEVART 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED KINGDOM 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 039392105 Page 16 of 22 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ROBERT J. BRIVIO, JR. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC Page 17 of 22 Pages Item 1(a) Name of Issuer: Arch Wireless, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 1800 West Park Drive, Suite 250, Westborough, Massachusetts 01581 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Davidson Kempner International Ltd. ("DKIL"); ii) Davidson Kempner Institutional Partners, L.P. ("DKIP"); iii) Davidson Kempner Partners ("DKP"); iv) M.H. Davidson & Co. ("CO"); v) M.H. Davidson & Co., L.L.C. 401(k) Plan (the "Plan"); vi) Davidson Kempner International Advisors, L.L.C. ("DKIA"); vii) Davidson Kempner Advisers Inc. ("DKAI"); viii) MHD Management Co. ("MHD")' ix) Marvin H. Davidson ("Mr. Marvin Davidson"); x) Thomas L. Kempner, Jr. ("Mr. Kempner"); xi) Stephen M. Dowicz ("Mr. Dowicz"); xii) Scott E. Davidson ("Mr. Scott Davidson"); xiii) Michael J. Leffell ("Mr. Leffell"); xiv) Timothy I. Levart ("Mr. Levart); and xv) Robert J. Brivio, Jr. ("Mr. Brivio"). This statement relates to shares (as defined herein) formerly held or the accounts of DKIA, DKIL, DKIP, DKP and CO. In addition, each of Messrs. Kempner, Dowicz, Scott Davidson, Leffell, Levart and Brivio may be deemed to beneficially own the Shares formerly held for the account of the Plan. Each of Messrs. Marvin Davidson, Kempner, Dowicz, Scott Davidson, Leffell, Levart and Brivio (collectively, the "Principals"), are the general partners of CO and the sole stockholders of DKAI, the general partner of DKIP. The Principals are also the general partners of MHD, the general partner of DKP. Finally, the Principals are the sole stockholders of DKIA, the manager of DKIL and, in such capacity, may be deemed to have voting and dispositive power over the Shares formerly held for the account of DKIL. As a result of these relationships, each of the Principals may be deemed to have voting and Page 18 of 22 Pages dispositive power over the Shares formerly held for the accounts of CO, DKIL, DKIP, DKP and DKIA. Finally, each of the Principals, with the exception of Mr. Marvin Davidson, serve as trustees of the Plan. As a result, each of the Principals, with the exception of Mr. Marvin Davidson, may also be deemed to have voting and dispositive power over the Shares formerly held for the account of the Plan. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 885 Third Avenue, New York, NY 10022. Item 2(c) Citizenship: 1) DKIL is a British Virgin Islands corporation; 2) DKIP is a Delaware limited partnership; 3) DKP is a New York limited partnership; 4) CO is a New York limited partnership; 5) The Plan is an employee benefit plan; 6) DKIA is a Delaware limited liability company; 7) DKAI is a New York corporation; 8) MHD is a New York limited partnership; 9) Mr. Marvin Davidson is a citizen of the United States; 10) Mr. Kempner is a citizen of the United States; 11) Mr. Dowicz is a citizen of the United States; 12) Mr. Scott Davidson is a citizen of the United States; 13) Mr. Lefell is a citizen of the United States; 14) Mr. Levart is a citizen of the United Kingdom; and 15) Mr. Brivio is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, par value $.001 per share (the "Shares"). Page 19 of 22 Pages Item 2(e) CUSIP Number: 039392105 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2003, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes 0% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Each of DKIL, DKIP, DKP, CO, the Plan, DKIA, DKAI, MHD, Mr. Marvin - ----------------------------------------------------------------------- Davidson, Mr. Kempner, Mr. Dowicz, Mr. Scott Davidson, Mr. Leffell, Mr. - ----------------------------------------------------------------------- Levart and Mr. Brivio - --------------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 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 Persons have ceased to be the beneficial owner of more than five percent of the Shares, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of CO have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by CO in accordance with their ownership interests in CO. (ii) The shareholders of DKIL have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by DKIL in accordance with their ownership interests in DKIL. Page 20 of 22 Pages (iii) The partners of DKIP have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by DKIP in accordance with their partnership interests in DKIP. (iv) The partners of DKP have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by DKP in accordance with their partnership interests in DKP. (v) The participants in the Plan have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Plan in accordance with their interests in the Plan. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 21 of 22 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 5, 2004 DAVIDSON KEMPNER INTERNATIONAL, LTD. By: Davidson Kempner International Advisors, LLC Its General Partner By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Managing Member Date: February 5, 2004 DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. By: Davidson Kempner Advisers Inc. Its General Partner By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Secretary Date: February 5, 2004 DAVIDSON KEMPNER PARTNERS By: MHD Management Co. Its General Partner By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: General Partner Date: February 5, 2004 M.H. DAVIDSON & CO., L.L.C. By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Managing Member Date: February 5, 2004 M.H. DAVIDSON & CO. 401(k) PLAN By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Trustee Date: February 5, 2004 DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Managing Member Page 22 of 22 Pages Date: February 5, 2004 DAVIDSON KEMPNER ADVISERS INC. By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: Secretary Date: February 5, 2004 MHD MANAGEMENT CO. By: /s/ Thomas L. Kempner, Jr. ----------------------------------------- Name: Thomas L. Kempner, Jr. Title: General Partner Date: February 5, 2004 MARVIN H. DAVIDSON /s/ Marvin H. Davidson --------------------------------------------- Date: February 5, 2004 THOMAS L. KEMPNER, JR. /s/ Thomas L. Kempner, Jr. --------------------------------------------- Date: February 5, 2004 STEPHEN M. DOWICZ /s/ Stephen M. Dowicz --------------------------------------------- Date: February 5, 2004 SCOTT E. DAVIDSON /s/ Scott E. Davidson --------------------------------------------- Date: February 5, 2004 MICHAEL J. LEFFELL /s/ Michael J. Leffell --------------------------------------------- Date: February 5, 2004 TIMOTHY I. LEVART /s/ Timothy I. Levart --------------------------------------------- Date: February 5, 2004 ROBERT J. BRIVIO, JR. /s/ Robert J. Brivio, Jr. --------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----