SC 13D 1 dec1102_sc13d.htm Schedule 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

DIVERSA CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

255064107

(CUSIP Number)

Christoph Maeder
Syngenta AG
Schwarzwaldallee 215
CH-4058 Basel, Switzerland
Tel No.: (41) 61 323 2323

with a copy to:

Louis Goldberg
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212-450-4539

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

December 3, 2002

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].





CUSIP No. 255064107 13D Page 2 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SYNGENTA SEEDS AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3.

SEC USE ONLY


4. SOURCE OF FUNDS*

OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o

6. CITIZENSHIP OR PLACE OF ORGANIZATION

SWITZERLAND
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 11,735,297
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,928,610 (see item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,735,297
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*

o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.8%
14. TYPE OF REPORTING PERSON*

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


Page 2 of 14



CUSIP No. 255064107 13D Page 3 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SYNGENTA PARTICIPATIONS AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3.

SEC USE ONLY


4. SOURCE OF FUNDS*

OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o

6. CITIZENSHIP OR PLACE OF ORGANIZATION

SWITZERLAND
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 11,735,297
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,928,610 (see item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,735,297
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*

o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.8%
14. TYPE OF REPORTING PERSON*

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


Page 3 of 14



CUSIP No. 255064107 13D Page 4 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TORREY MESA RESEARCH INSTITUTE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3.

SEC USE ONLY


4. SOURCE OF FUNDS*

OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o

6. CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 11,735,297
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,928,610 (see item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,735,297
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*

o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.8%
14. TYPE OF REPORTING PERSON*

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


Page 4 of 14



CUSIP No. 255064107 13D Page 5 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SYNGENTA AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3.

SEC USE ONLY


4. SOURCE OF FUNDS*

OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o

6. CITIZENSHIP OR PLACE OF ORGANIZATION

SWITZERLAND
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 11,735,297
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,928,610 (see item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,735,297
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*

o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.8%
14. TYPE OF REPORTING PERSON*

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


Page 5 of 14


             Item 1. Security and Issuer.

             The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Shares”), of Diversa Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4955 Directors Place, San Diego, CA 92121.

             Item 2. Identity and Background.

             (a)-(c) and (f) The names of the persons filing this statement are Syngenta Seeds AG, a corporation organized under the laws of Switzerland, Syngenta Participations AG, a corporation organized under the laws of Switzerland (“SPARTAG”), Torrey Mesa Research Institute, a Delaware corporation (“TMRI”) and Syngenta AG, a corporation organized under the laws of Switzerland (together with Syngenta Seeds AG, SPARTAG and TMRI, hereinafter sometimes referred to as the “Reporting Persons”). Syngenta Seeds AG, SPARTAG and TMRI are indirect wholly-owned subsidiaries of Syngenta AG.

             The address of the principal business and the principal office of Syngenta Seeds AG is Schwarzwaldallee 215, CH-4058 Basel, Switzerland. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Syngenta Seeds AG is set forth on Schedule A.

             The address of the principal business and the principal office of SPARTAG is Schwarzwaldallee 215, CH-4058 Basel, Switzerland. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of SPARTAG is set forth on Schedule B.

             The address of the principal business and the principal office of TMRI is 3115 Merryfield Row, San Diego, CA 92121. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of TMRI is set forth on Schedule C.

             The address of the principal business and the principal office of Syngenta AG is Schwarzwaldallee 215, CH-4058 Basel, Switzerland. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Syngenta AG is set forth on Schedule D.

             (d)-(e) During the last five years, none of the Reporting Persons, nor to the best knowledge of any of the Reporting Persons, any of the persons listed on Schedule A, Schedule B, Schedule C or Schedule D attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons, nor to the best knowledge of any of the Reporting Persons, any of the persons listed on Schedule A, Schedule B, Schedule C or Schedule D attached hereto was 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 U.S. Federal or State securities laws or finding any violation with respect to such laws.

             Item 3. Source and Amount of Funds or Other Consideration.

             Not applicable.

             Item 4. Purpose of Transaction.

             On December 3, 2002, SPARTAG, TMRI (collectively, the “Syngenta Parties”) and the Issuer entered into a Transaction Agreement (the “Transaction Agreement”) and certain other related agreements. The Transaction Agreement contemplates a transaction (the “Transaction”) in which, subject to its closing conditions, (i) the Issuer and SPARTAG agree to enter into a research collaboration agreement for the discovery and development of new genes and biomolecules and products based on such genes and biomolecules, (ii) SPARTAG agrees to grant to the Issuer a license to certain intellectual property rights for use outside of the fields for which certain exclusivities would be granted to the Syngenta Parties under the research collaboration agreement, (iii) the Issuer agrees to purchase certain assets and assume certain liabilities of the Syngenta Parties relating to the foregoing and (iv) the Issuer agrees to issue (the “Issuance”) to the Syngenta Parties (or their designee or designees) as of the closing of the Transaction (A) that number of Shares equal to 14% of the outstanding common stock of the Issuer as of the closing and (B) a warrant to acquire that number of Shares equal to 3% of the outstanding common stock of the Issuer as of the closing, in the case of (A) and (B), calculated pro forma for such issuances. The Transaction Agreement is attached as Exhibit 1.


Page 6 of 14


             On December 3, 2002, the Syngenta Parties entered into a Stockholders Agreement (the “Stockholders Agreement”) with the following stockholders of the Issuer: Healthcare Ventures III, L.P., Healthcare Ventures IV, L.P., Healthcare Ventures V, L.P., Healthcare Ventures VI, L.P., RHO Management Trust II, RHO Management Partners L.P., Jay M. Short, President, Chief Executive Officer and Chief Technology Officer and a director of the Issuer, Melvin I. Simon, a director of the Issuer, Donald D. Johnson, a director of the Issuer, Wayne T. Hockmeyer, a director of the Issuer, Peter Johnson, a director of the Issuer, William H. Baum, Senior Vice President, Business Development of the Issuer, Karin Eastham, Senior Vice President, Finance and Chief Financial Officer of the Issuer, R. Patrick Simms, Senior Vice President, Operations of the Issuer and Carolyn A. Erickson, Vice President, Intellectual Property of the Issuer (each, a “Stockholder”, and collectively, the “Stockholders”). Pursuant to the Stockholders Agreement, on the terms set forth therein, the Stockholders have agreed to (i) vote their Shares in favor of the Issuance at any meeting of the Issuer’s shareholders called for that purpose and (ii) to not vote any of their Shares in favor of the approval of any action which would reasonably be expected to prevent, delay, postpone, impede, interfere with, frustrate the purposes of, or discourage the consummation of, the transactions contemplated by the Transaction Agreement. Any transfer of the Shares subject to the Stockholders Agreement can be made so long as the transferee stays bound by the Stockholders Agreement with respect to these Shares. In addition, each Stockholder has granted Syngenta Participations AG a proxy to vote its, his or her Shares in favor of the Issuance. As of December 3, 2002, Healthcare Ventures III, L.P. owned 3,231,679 Shares, Healthcare Ventures IV, L.P. owned 949,929 Shares, Healthcare Ventures V, L.P. owned 1,677,658 Shares, Healthcare Ventures VI, L.P. owned 638,500 Shares, RHO Management Trust II owned 1,634,230 Shares, RHO Management Partners L.P. owned 47,931 Shares, Jay M. Short owned 415,670 Shares, Melvin I. Simon owned 259,513 Shares, Donald D. Johnson owned 650,632 Shares, Wayne T. Hockmeyer owned 10,000 Shares, Peter Johnson owned 5,000 Shares, William H. Baum owned 158,536 Shares, Karin Eastham owned 46,539 Shares, R. Patrick Simms owned 79,719 Shares and Carolyn A. Erickson owned 1,151 Shares, representing collectively 27.4% of the then outstanding Shares (based on information provided by the Stockholders).

             In addition, Syngenta Seeds AG is the record and beneficial owner of 1,928,610 Shares, representing approximately 5.4% of the outstanding Shares as of December 3, 2002. Under the Transaction Agreement, the Syngenta Parties have agreed to cause Syngenta Seeds AG to vote its Shares in favor of the Issuance.

             Item 5. Interest in Securities of the Issuer.

             (a)(i) For the purpose of Rule 13d-3 promulgated under the Exchange Act, Syngenta Seeds AG beneficially owns 11,735,297 Shares, representing approximately 32.8% of the outstanding Shares of the Issuer.

             (ii) For the purpose of Rule 13d-3 promulgated under the Exchange Act, SPARTAG beneficially owns 11,735,297 Shares, representing approximately 32.8% of the outstanding Shares of the Issuer.

             (iii) For the purpose of Rule 13d-3 promulgated under the Exchange Act, TMRI beneficially owns 11,735,297 Shares, representing approximately 32.8% of the outstanding Shares of the Issuer.

             (iv) For the purpose of Rule 13d-3 promulgated under the Exchange Act, Syngenta AG beneficially owns 11,735,297 Shares, representing approximately 32.8% of the outstanding Shares of the Issuer.

             (v) For the purpose of Rule 13d-3 promulgated under the Exchange Act, Steven P. Briggs, President and CEO of TMRI, beneficially owns 4166 Shares, representing approximately 0.01% of the outstanding Shares of the Issuer.

             Except as set forth in this Item 5(a) and in Item 5(c), none of the Reporting Persons, nor any other person controlling any Reporting Person nor, to the best knowledge of any Reporting Person, any persons named in Schedule A, Schedule B, Schedule C or Schedule D hereto owns beneficially any Shares.

             (b)(i) Syngenta Seeds AG has shared power to vote 11,735,297 Shares and to dispose of 1,928,610 Shares.

             (ii) SPARTAG has shared power to vote 11,735,297 Shares and to dispose of 1,928,610 Shares.

             (iii) TMRI has shared power to vote 11,735,297 Shares and to dispose of 1,928,610 Shares.

             (iv) Syngenta AG has shared power to vote 11,735,297 Shares and to dispose of 1,928,610 Shares.

             (v) Steven P. Briggs, President and CEO of TMRI, has sole power to vote and dispose of 4166 Shares.


Page 7 of 14


             (c) Except for entering into the Stockholders Agreement with respect to the 9,806,687 Shares described in Item 4 above, during the past sixty days, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedule A, Schedule B, Schedule C or Schedule D has effected any transactions in the Shares.

             (d) Inapplicable.

             (e) Inapplicable.

             Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

             Except for the arrangements described in Item 4 above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

             Item 7. Material to be Filed as Exhibits.

             Exhibit 1: Transaction Agreement dated as of December 3, 2002 between the Syngenta Parties and the Issuer.

             Exhibit 2: Stockholders Agreement dated as of December 3, 2002 between the Syngenta Parties and the Stockholders.






Page 8 of 14


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: December 11, 2002

  SYNGENTA SEEDS AG


  By: /s/ Christoph Maeder
    Name: Christoph Maeder
Title: Head Legal & Tax


  By: /s/ Pierre-Etienne Boin
    Name: Pierre-Etienne Boin
Title: Senior Legal Counsel


  SYNGENTA PARTICIPATIONS AG


  By: /s/ Christoph Maeder
    Name: Christoph Maeder
Title: Head Legal & Tax


  By: /s/ Pierre-Etienne Boin
    Name: Pierre-Etienne Boin
Title: Senior Legal Counsel


  TORREY MESA RESEARCH INSTITUTE


  By: /s/ Joseph L. Powell
    Name: Joseph L. Powell
Title: Assistant Treasurer and Attorney-in-Fact


  SYNGENTA AG


  By: /s/ Christoph Maeder
    Name: Christoph Maeder
Title: Head Legal & Tax


  By: /s/ Damian Heller
    Name: Damian Heller
Title: Company Secretary



Page 9 of 14


SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF SYNGENTA SEEDS AG

The name, business address and current principal occupation or employment of each director and executive officer of Syngenta Seeds AG, are set forth below. All directors and officers listed below are citizens of Switzerland, except for Mr. Beard who is an American citizen. Directors are identified by an asterisk.

Name and Business Address
  Current Principal Occupation or Employment

*Jeffrey Raymond Beard
Syngenta Seeds AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Operational Officer of Syngenta Seeds AG

*Heinz Imhof
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chairman of the Board for Syngenta AG

*Christoph Maeder
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Legal & Taxes for Syngenta AG






Page 10 of 14


SCHEDULE B

DIRECTORS AND EXECUTIVE OFFICERS OF SYNGENTA PARTICIPATIONS AG

             The name, business address and current principal occupation or employment of each director and executive officer of Syngenta Participations AG, are set forth below. All directors and officers listed below are citizens of Switzerland, except for Mr. Steiblin who is a French citizen. Directors are identified by an asterisk.

Name and Business Address
  Current Principal Occupation or Employment

*Heinz Imhof
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chairman of the Board for Syngenta AG

*Christoph Maeder
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Legal & Taxes for Syngenta AG

*Richard Steiblin
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Financial Officer of Syngenta AG






Page 11 of 14


SCHEDULE C

DIRECTORS AND EXECUTIVE OFFICERS OF TORREY MESA RESEARCH INSTITUTE

The name, business address and current principal occupation or employment of each director and executive officer of Torrey Mesa Research Institute (“TMRI”), are set forth below. All directors and officers listed below are citizens of the United States, except for Mr. Lawrence who is a British citizen. Directors are identified by an asterisk.

Name and Business Address
  Current Principal Occupation or Employment

*Steven P. Briggs
Torrey Mesa Research Institute
3115 Merryfield Row
San Diego, CA 92121
  President and Chief Executive Officer of TMRI

*David Lawrence
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Research & Technology for Syngenta AG

Bernadette J. Pinamont
2200 Concord Pike
Wilmington, DE USA 19803
  Assistant Treasurer of TMRI

Robert Powderly
Torrey Mesa Research Institute
3115 Merryfield Row
San Diego, CA 92121
  Vice President & Treasurer of TMRI

*Joseph L. Powell
2200 Concord Pike
Wilmington, DE USA 19803
  Assistant Treasurer of TMRI

Cheryl L. Quain
2200 Concord Pike
Wilmington, DE USA 19803
  Assistant Secretary of TMRI

Elizabeth K. Quarles
2200 Concord Pike
Wilmington, DE USA 19803
  Assistant Secretary of TMRI

Daniel J. Tangeman
Torrey Mesa Research Institute
3115 Merryfield Row
San Diego, CA 92121
  Secretary of TMRI





Page 12 of 14


SCHEDULE D

DIRECTORS AND EXECUTIVE OFFICERS OF SYNGENTA AG

The name, business or residential address, current principal occupation or employment and citizenship of each director and executive officer of Syngenta AG, are set forth below. Directors are identified by an asterisk.

Name and Business Address
  Current Principal Occupation or Employment
  Citizenship

John Atkin
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Operational Officer - Crop Protection for
Syngenta AG
  British

* Sir David Barnes
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Vice Chairman of Syngenta AG   British

Jeffrey Raymond Beard
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Operational Officer - Seeds for Syngenta AG   American

Bruce Bissell
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Chemical Operations & Supply for Syngenta
AG
  British

* Peggy Bruzelius
Lancelot Asset Management AB
Blasieholmsgatan 4A, 103 23
Stockholm, Sweden
  Chairman of Lancelot Asset Management AB   Swedish

* Peter Doyle
UK Biotechnology and Biological
Sciences Research
North Star Avenue, SN2 1UH
Swindon, England
  Chairman of UK Biotechnology and Biological
Sciences Research
  British

John Elias
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Human Resources for Syngenta AG   British

* Rupert Gasser
rue des Paquiers 37, CH-1450
Ste-Croix, Switzerland
  Retired   Swiss

*Heinz Imhof
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chairman of the Board for Syngenta AG   Swiss

David J. Jones
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Business Development & Planning for
Syngenta AG
  British


Page 13 of 14



* Pierre Landolt
Sandoz Family Foundation
Ave. General-Guisan 85, CH-1009
Pully, Switzerland
  Chairman of Sandoz Family Foundation   Swiss

David Lawrence
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Research & Technology for Syngenta AG   British

Christoph Maeder
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Head Legal & Taxes for Syngenta AG   Swiss

* Michael Pragnell
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Executive Officer of Syngenta AG   British

* Pedro Reiser
Schwanengasse 4, CH-8001
Zurich, Switzerland
  Retired   Swiss

Richard Steiblin
Syngenta AG
Schwarzwaldallee 215, CH-4058
Basel, Switzerland
  Chief Financial Officer of Syngenta AG   French

* Martin Taylor
WH Smith Group PLC
103 Wigmore Street, W1U 1WH
London, England
  Chairman of WH Smith Group PLC   British

* Peter Thompson
Pepsi-Cola International
700 Anderson Hill Rd.
Purchase, NY USA 10577
  President and CEO of Pepsi-Cola International   American

* Rolf Watter
Bar & Karrer
Seefeldstrasse 19, CH-8024
Zurich, Switzerland
  Partner at the law firm of Bar & Karrer   Swiss

* Felix Weber
Adecco SA
Grand-Pont 12, CH-1003
Lausanne, Switzerland
  CFO and Senior Vice President of Adecco SA   Swiss



Page 14 of 14