EX-99.G 7 h81362ex99-g.txt ITEMS 2, 5 AND 6 AND SCHEDULE I OF THE SC 13D 1 Exhibit G Items 2, 5 and 6, and Schedule 1 of the Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on June 9, 2000, by Castle Harlan and the reporting persons named therein. 2 EXHIBIT G Item 2. Identity and Background. ----------------------- (a) This Schedule is filed on behalf of: (i) Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Trust ("Bell Atlantic"), a Delaware corporation, with respect to the Shares owned by it; (ii) Bell Atlantic Asset Management Company, a wholly-owned subsidiary of Bell Atlantic Corporation and an investment manager to Bell Atlantic ("BAAMCO"), in connection with the shares owned by Bell Atlantic; (iii) First Union Capital Partners, Inc. ("FUCP"), a Virginia corporation, with respect to the Shares owned by it; (iv) First Union National Bank ("FUNB"), a National Association, with respect to the Shares beneficially owned indirectly by it through its direct ownership of FUCP; (v) First Union Corporation ("FTU"), a North Carolina corporation, with respect to the Shares beneficially owned indirectly by it through its indirect ownership of FUCP; (vi) Taunus Corporation ("Taunus"), a corporation organized under the laws of the State of Delaware, DB Capital Partners, Inc. ("DBCP Inc."), a corporation organized under the laws of the State of Delaware, DB Capital Partners, L.P. ("DBCP L.P."), a limited partnership organized under the laws of the State of Delaware, DB Capital Partners, L.L.C. ("DBCP L.L.C"), a limited liability company filed under the laws of the State of Delaware and DB Capital Partners SBIC, L.P. ("DBCP SBIC"), a limited partnership organized under the laws of the State of Delaware in connection with respect to the shares owned directly by DBCP SBIC; (vii) State Street Bank and Trust Company, as Trustee of Du Pont Pension Trust ("DuPont"), with respect to the Shares owned by it; (viii) Brown University Third Century Fund ("Brown"), with respect to the Shares owned by it; 3 CUSIP No. 913431-10-2 (ix) Castle Harlan Partners III, L.P. ("CHP III"), a Delaware limited partnership, in connection with Shares owned directly by it and Shares owned directly by Bell Atlantic, First Union, DB, DuPont and Brown (collectively, the "Co-Investors"); (x) Castle Harlan Associates III, L.P. ("CH Associates"), a Delaware limited partnership, in connection with the Shares owned directly by CHP III, CH Offshore and CH Affiliates; (xi) Castle Harlan, Inc. ("CHI"), a Delaware corporation, in connection with Shares owned directly by it and the Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xi) Castle Harlan Partners III, G.P., Inc. ("CHPGP"), a Delaware corporation, in connection with the Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xii) William M. Pruellage, in connection with Shares owned by him; (xiii) Sylvia Rosen, in connection with Shares owned directly by her; (xiv) Howard Weiss, in connection with Shares owned directly by him; (xv) the Marc A. Weiss 1994 Trust (the "Marc Trust"), in connection with Shares owned directly by it; (xvi) the Michael D. Weiss 1994 Trust (the "Michael Trust"), in connection with shares owned directly by it; (xvii) Marcel Fournier, in connection with Shares owned through Tucker Anthony Inc., Custodian FBO/Marcel Fournier, IRA-R ID# 04-256629; (xviii) Leonard M. Harlan, in connection with Shares owned directly by him; (xix) Samuel Urcis, in connection with Shares owned directly by him; (xx) David H. Chow, in connection with Shares owned directly by him; (xxi) Jeffrey M. Siegal, in connection with Shares owned directly by him; (xxii) William J. Lovejoy, in connection with Shares owned directly by him; (xxiii) John Peter Laborde, in connection with Shares owned directly by him; (xxiv) Cliffe Floyd Laborde, in connection with Shares owned directly by him; (xxv) Gary Lee Laborde, in connection with Shares owned directly by him; 4 CUSIP No. 913431-10-2 (xxvi) John Peter Laborde, Jr., in connection with Shares owned directly by him; (xxvii) John Tracy Laborde, in connection with Shares owned directly by him; (xxviii) Mary Adrienne Laborde Parsons, in connection with Shares owned directly by her; (xxix) Castle Harlan Offshore Partners, L.P. ("CH Offshore"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxx) Castle Harlan Affiliates III, L.P. ("CH Affiliates"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxxi) Branford Castle Holdings, Inc. ("Branford"), a Delaware corporation, in connection with Shares owned directly by it; (xxxii) Frogmore Forum Family Fund, LLC ("Frogmore"), in connection with Shares owned directly by it; and (xxxiii) John K. Castle, in connection with Shares owned by (A) CHI, CHP III, CH Offshore, CH Affiliates, Branford, Frogmore, the Marc Trust, the Michael Trust, Messrs. Harlan, Urcis, Pruellage, Weiss, Fournier, Chow, Siegal and Lovejoy and Ms. Rosen (collectively, the "CH Group"), (B) the Co- Investors and (C) John P. Laborde, Cliffe F. Laborde, Gary L. Laborde, John T. Laborde, John P. Laborde, Jr. and Mary Adrienne Laborde Parsons (collectively, the "Labordes"). The persons and entities above are referred to herein collectively as the "Reporting Persons". Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. The general partner of each of CHP III, CH Offshore and CH Affiliates is CH Associates. The general partner of CH Associates is CHPGP. The executive officers of CHPGP are Messrs. Castle, Harlan, Weiss and David Pittaway. The directors of CHPGP are Messrs. Castle and Harlan. CHI is the investment manager for CHP III, CH Offshore and CH Affiliates and has the discretion, without the need for additional approval, to direct the investments of CHP III, CH Offshore and CH Affiliates. The directors of CHI are Messrs. Castle and Harlan. The executive officers of CHI are (i) John K. Castle - Chairman and controlling stockholder, (ii) Leonard M. Harlan - President, (iii) David Pittaway - Managing Director, Vice President and Secretary and (iv) Howard Weiss - Vice President, Treasurer and Chief Financial Officer. The managing members of Frogmore are Messrs. Castle and Weiss. 5 CUSIP No. 913431-10-2 The executive officers of Branford are (i) Mr. Castle - President and Treasurer and (ii) David A. Castle - Vice President and Secretary. The sole director of Branford is Mr. Castle. The trustee of Bell Atlantic is Mellon Bank, N.A. The directors of Bell Atlantic are: William F. Heitman (principal occupation is Vice President - Treasurer (Acting) of Bell Atlantic Corporation); Victor S. Gomperts (principal occupation is Vice President - Tax); Frederick Salerno (principal occupation is Senior Executive Vice President and Chief Financial Officer - Strategy and Business Development of Bell Atlantic Corporation); and Bruce Franzese (principal occupation is Vice President and General Counsel of Bell Atlantic). The principal business address for each director of Bell Atlantic (other than Mr. Franzese) is 1095 Avenue of the Americas, New York, NY 10036. The executive officers of Bell Atlantic are Mr. Heitman; Marie LoGiudice (principal occupation is Vice President Operations of Bell Atlantic); A. Jay Baldwin (principal occupation is Vice President Private Markets of Bell Atlantic); Audrey Kent (principal occupation is Vice President Internal Investment Management); and Bruce Franzese (Vice President and General Counsel of Bell Atlantic). The principal business address for each executive officer of Bell Atlantic (other than Mr. Heitman) is 245 Park Avenue, 4th Floor, New York, NY 10162. The directors of Bell Atlantic Corporation are Richard L. Carrion (principal occupation is Chairman, President and Chief Executive Officer of Banco Popular de Puerto Rico and Popular, Inc. and principal business address is 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918); James G. Cullen (principal occupation is President and Chief Operating Officer of Bell Atlantic and principal business address is 1310 N. Court House Road, Arlington, VA 22201); Helen L. Kaplan (principal occupation is counsel at Skadden, Arps, Slate, Meagher & Flom LLP and principal business address is Four Times Square, 44th Floor, New York, NY 10036-6522); Joseph Neubauer (principal occupation is Chairman and Chief Executive Officer of ARAMARK Corporation and principal business address is 1101 Market Street, 31st Floor, Philadelphia, PA 19107); Thomas H. O'Brien (principal occupation is Chairman of the PNC Financial Services Group, Inc. and principal business address is 249 5th Avenue, 30th Floor, Pittsburgh, PA 15222-2707); Hugh B. Price (principal occupation is the President and Chief Executive Officer of the National Urban League and principal business address is 120 Wall Street, 8th Floor, New York, NY 10005); Ivan Seidenberg (principal occupation is Chairman of the Board and Chief Executive Officer of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Walter V. Shipley (principal business address is 270 Park Avenue, New York, NY 10017-2070); and John R. Stafford (principal occupation is Chairman, President and Chief Executive officer of American Home Products Corporation and principal business address is 5 Giralda Farms, Madison, NJ 07940). The officers of Bell Atlantic Corporation are: Lawrence T. Babbio, Jr. (principal occupation President and Chief Operating Officer of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mr. Cullen; Jacquelyn B. Gates (principal occupation is Vice President - - Ethics and Corporate Compliance of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); William F. Heitmann (principal occupation is Vice President - Treasurer (Acting) of Bell Atlantic Corporation and principal business office is 1095 Avenue of the Americas, New York, NY 10036); John F. Killian (principal occupation is Vice 6 CUSIP No. 913431-10-2 President - Investor Relations of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mark J. Mathis (principal occupation is Executive Vice President and General Counsel (Acting) of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Frederic Salerno (principal occupation is Senior Executive Vice President and Chief Financial Officer - Strategy and Business Development of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mr. Seidenberg; Dennis F. Strigl (principal occupation is President and Chief Executive Officer of Verizon Wireless and principal business address is 180 Washington Valley Road, Bedminster, NJ 07921); Thomas J. Tauke (principal occupation is Executive Vice President - External Affairs and Corporate Communications (Acting) of Bell Atlantic Corporation and principal business address is 1300-I Street, N.W., Washington, DC 20005); and Doreen A. Toben (principal occupation is Vice President - Controller of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036). Each executive officer and director of Bell Atlantic and Bell Atlantic Corporation is a citizen of the United States. Certain information required by this Item 2 concerning the directors and executive officers of certain Reporting Persons is set forth on Schedule 1 attached hereto, which is incorporated herein by reference. DBCP L.L.C. is the General Partner of DBCP SBIC. DBCP L.P. is the Managing Member of DBCP L.L.C. DBCP Inc. is the General Partner of DBCP L.P. The executive officers and directors of DBCP Inc. are Charles Ayres, Managing Director (principal occupation is Managing Director, DB Capital Partners, Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006), Joseph T. Wood, Managing Director (principal occupation is Managing Director, DB Capital Partners, Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006), and James Edward Virtue, Managing Director (principal occupation is President of Deutsche Bank Securities Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006). The executive officers and directors of Taunus are Richard W. Ferguson, Director and Treasurer (principal occupation is Managing Director of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), Gary T. Handel, Director (principal occupation is Managing Director of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), John A. Ross, Director, President and Chief Executive Officer (principal occupation is Executive Vice President and General Manager of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), Troland S. Link, Vice President (principal occupation is Managing Director and General Counsel of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019) and David Mellgard, Secretary (principal occupation is Director and Counsel of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019). DuPont Capital Management Corporation is a wholly-owned subsidiary of the DuPont Corporation and is responsible for managing the assets of DuPont. Wilmington Trust has been the trustee of DuPont from 1942 up to and including May 31, 2000. Effective June 1, 2000 State Street Bank and Trust became the trustee for DuPont. 7 CUSIP No. 913431-10-2 Brown is a non-profit corporation established to support the educational purposes of Brown University, its sole shareholder. Brown University is itself a non-profit corporation operating exclusively for charitable and educational purposes. The executive officers of Brown are (i) John P. Birkelund - Chairman, (ii) Marvyn Carton - Vice Chairman, (iii) Jonathan L. Shear - Treasurer, and (iv) Beverly E. Ledbetter - Secretary. The directors of Brown are Mark L. Attansio, John P. Birkelund, James J. Burke, Jr., Gordon E. Cadwgan, Marvyn Carton, Richard C. Dresdale, Jeffry W. Greenberg, John W. Holman, Jr. Beverly E. Ledbetter, Stephen Robert, Jonathan L. Shear, and John Simon. The Reporting Persons are making a joint filing pursuant to the requirements of Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because, by reason of their relationship as described herein, they may be deemed to be a "group" and "deemed to have acquired beneficial ownership" within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act with respect to acquiring, holding and disposing of the Shares. (b) The address of the principal businesses and offices of (i) the CH Group (other than Mr. Urcis) is c/o Castle Harlan, Inc., 150 East 58th Street, 37th Floor, New York, NY 10155; (ii) Mr. Urcis is 1160 Marilyn Drive, Beverly Hills, CA 90210; (iii) the Labordes is c/o John Peter Laborde, 601 Poydras Street, Suite 1637, New Orleans, LA 70136; (iv) Mellon Bank, N.A., the trustee of Bell Atlantic is located at One Mellon Bank Center, Pittsburgh, PA 15248-0001. Mr. Chow's address is 7 Roshab Lane, Westport, CT 06880. Mr. Siegal's address is 340 E. 80th Street, New York, NY 10021. Mr. Lovejoy's address is c/o DB Capital Partners, Inc., 130 Liberty Street, New York, New York 10006. The address of BAAMCO's principal place of business is 245 Park Avenue, 40th Floor, New York, New York 10167. The address of Bell Atlantic Corporation's principal place of business is 1095 Avenue of the Americas, New York, NY 10036. The address of the principal business and principal office of FUCP is One First Union Center, 301 South College Street, 5th Floor, Charlotte, North Carolina 28288-0732. The address of the principal business and principal office of FUNB and FTU is One First Union Center, 301 South College Street, Charlotte, North Carolina 28288-0732. The address of Taunus's principal place of business and principal office is 31 West 52nd Street, New York, New York 10019. The address of DBCP Inc.'s, DBCP L.P.'s, DBCP L.L.C.'s and DBCP SBIC's principal place of business and principal office is 130 Liberty Street, New York, New York 10006; DuPont is c/o DuPont Capital Management Corp., Delaware Corporate Center, One Righter Parkway, Suite 3200, Wilmington, Delaware 19803; and Brown is Attention: Christopher Longee, 164 Angell Street, Box C, Providence, Rhode Island, 02912. (c) The principal business of CHP III, CH Offshore, CH Affiliates, Branford and Frogmore is that of making investments. The principal business of CH Associates is of being the general partner of CHP III, CH Offshore and CH Affiliates. The principal business of CHPGP is of being the general partner of CH Associates. The principal business of CHI is to provide business and organizational strategy, financial and investment management and merchant and investment banking services for various limited partnerships. 8 CUSIP No. 913431-10-2 The principal occupation of Mr. Castle is as being an executive officer and director of CHI, CHPGP and Branford, and managing member of Frogmore. The principal occupation of Mr. Harlan is as being an executive officer and director of CHI and CHPGP. The principal occupation of Mr. Weiss is as being an executive officer of CHI and managing member of Frogmore. The principal occupation of Mr. Fournier, Ms. Rosen and Mr. Pruellage is as being officers of CHI. The principal business of the Marc Trust and the Michael Trust is that of making investments. The principal occupation of Mr. Urcis is as being a venture capitalist. The principal occupation of Mr. Lovejoy is being an officer of DBCP Inc., which also may be deemed to beneficially own an interest in the Issuer. The principal occupation of Mr. Chow is managing investments for his own account and other individuals. The principal occupation of Mr. Siegal is being a chief financial officer of BD Capital Partners. The principal business of Bell Atlantic is investment advisor. FUCP, a wholly-owned subsidiary of FUNB, is engaged principally in the business of venture capital investing. FUNB, which is engaged principally in the business of banking, is a wholly-owned subsidiary of FTU. FTU is a financial holding company which is principally engaged in the business of banking through its subsidiaries. Taunus's principal business is to function as a holding company for Deutsche Bank AG's United States operations. DBCP SBIC is an indirect wholly- owned subsidiary of Taunus and DBCP SBIC's principal business is to function as part of the merchant banking arm of Deutsche Bank AG. DBCP Inc. is the general partner of DBCP L.P, which is the managing member of DBCP L.L.C. which is the general partner of DBCP SBIC. The principal business of DBCP Inc., DBCP L.P. and DBCP L.L.C. is to serve as holding companies. Mr. Lovejoy, who also owns an interest in the Issuer, is an officer of DBCP Inc. The principal business of DuPont is a pension fund. The principal business of Brown is a non-profit educational institution. John P. Laborde is retired. The principal occupation of Cliffe F. Laborde is as being Senior Vice President and General Counsel of Tidewater, Inc. The principal occupation of Gary L. Laborde is as being President of Laborde Marine Lifts, Inc. The principal occupation of John T. Laborde is as being an executive of Laborde Products, Inc. 9 CUSIP No. 913431-10-2 The principal occupation of John P. Laborde, Jr. is as being President of Laborde Marine, L.L.C. The principal occupation of Mary Adrienne Laborde Parsons is as being a housewife. (d) None of the Reporting Persons, nor, to the best knowledge of FUCP, FUNB and FTU, any of the persons named in Schedule 1, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons nor, to the best knowledge of any of the persons name in Schedule 1, has, during the last five years, 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. (f) Other than Mr. Fournier, each of the reporting persons who are individuals referred to in paragraph (a) above is a citizen of the United States. Mr. Fournier is a citizen of France. CHI, CHPGP and Branford are corporations formed under the laws of the State of Delaware. CHP III, CH Offshore, CH Affiliates and CH Associates are limited partnerships formed under the laws of the State of Delaware. Frogmore is a limited liability company formed under the laws of the State of Delaware. The Marc Trust and the Michael Trust are trusts organized under the laws of the State of New York. Bell Atlantic is a master pension trust organized under the laws of the State of New York. BAAMCO is a Delaware corporation, and its principal business is investment management. Bell Atlantic Corporation is a Delaware corporation, and its principal business is telecommunications. FTU is a corporation formed under the laws of the State of North Carolina. FUNB is a National Association. FUCP is a corporation formed under the laws of the State of Virginia. Taunus and DBCP Inc. are corporations formed under the laws of the State of Delaware. DBCP L.P. and DBCP SBIC are limited partnerships formed under the laws of the State of Delaware. DBCP L.L.C. is a limited liability company formed under the laws of the State of Delaware. DuPont is an ERISA-qualified pension fund. The investment manager, DuPont Capital Management Corporation, is a corporation organized under the laws of the State of Delaware. Brown is a non-profit 501(c)(3) corporation formed under the laws of the State of Rhode Island. 10 Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The approximate aggregate percentage of Shares reported beneficially owned by each person herein is based upon the 12,982,332 Shares issued and outstanding as of May 30, 2000 as reflected in the Issuer's Prospectus dated May 23, 2000, plus the 275,000 Shares of common stock issued by the Issuer on June 7, 2000, for a total of 13,257,332 Shares issued and outstanding. 11 CUSIP No. 913431-10-2 As of the date hereof: (i) Bell Atlantic owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. BAAMCO is an investment manager to Bell Atlantic and has the power to direct the trustee of Bell Atlantic with respect to the disposition of and the voting of Shares owned by Bell Atlantic. BAAMCO is a direct, wholly-owned subsidiary of Bell Atlantic Corporation. (ii) FUCP owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. (iii) FUNB owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, FUNB may be deemed to beneficially own the 535,269 Shares owned directly by FUCP, constituting approximately 4.0% of the shares outstanding. (iv) FTU owns directly no Shares. By reason of the provisions of Rule 13d-3 of Exchange Act, FTU may be deemed to beneficially own the 535,269 shares owned directly by FUCP, constituting approximately 4.0% of the shares outstanding. (v) DBCP SBIC owns directly 525,269 Shares constituting approximately 4.0% of the shares outstanding. Each of Taunus, DCBP Inc., DBCP L.P. and DBCP L.L.C. may be deemed to be the beneficial owner of the Shares owned by DBCP SBIC. (vi) DuPont owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. (vii) Brown owns directly 33,453 Shares, constituting less than one percent of the shares outstanding. (viii) Mr. Pruellage owns directly 167 Shares, constituting less than one percent of the shares outstanding. (ix) Ms. Rosen owns directly 334 Shares, constituting less than one percent of the shares outstanding. (x) Mr. Weiss owns directly 1,337 Shares, constituting less than one percent of the shares outstanding. (xi) The Marc Trust owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xii) The Michael Trust owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xiii) Mr. Fournier owns beneficially (through his individual retirement account) 1,337 Shares, constituting less than one percent of the shares outstanding. (xiv) Mr. Urcis owns directly 219,698 Shares, constituting approximately 1.7% of the shares outstanding, which includes 99,135 Shares subject to options which are fully exercisable and 40,146 Shares owned by CHP III, which shares Mr. Urcis has the option to purchase. 12 CUSIP No. 913431-10-2 (xv) Mr. Chow owns directly 10,035 Shares, constituting less than one percent of the shares outstanding. (xvi) Mr. Siegal owns directly 3,344 Shares, constituting less than one percent of the shares outstanding. (xvii) Mr. Lovejoy owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xviii) John P. Laborde owns directly 33,453 Shares, constituting less than one percent of the shares outstanding. (xix) Cliffe F. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xx) Gary L. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxi) John P. Laborde, Jr. owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxii) John T. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxiii) Mary Adrienne Laborde Parsons owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxiv) Mr. Harlan owns directly 9,720 Shares, constituting less than one percent of the shares outstanding. (xxv) CHI owns directly 136,364 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHI may be deemed to beneficially own 5,344,832 Shares, constituting approximately 40.3% of the shares outstanding, of which 2,936,718 Shares are owned by CHP III, 48,142 Shares are owned by CH Offshore, 49,079 Shares are owned by CH Affiliates and 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, dated as of February 20, 1998 (the "Voting Agreement"), as amended, among the Issuer, CHP III and the Co-Investors. CHI disclaims beneficial ownership of those Shares other than those owned directly by it. (xxvi) Branford owns directly 19,449 Shares, constituting less than one percent of the shares outstanding. (xxvii) CH Offshore owns directly 48,142 Shares, constituting less than one percent of the shares outstanding. (xxviii) CH Affiliates owns directly 49,079 Shares, constituting less than one percent of the shares outstanding. (xxix) Frogmore owns directly 11,177 Shares, constituting less than one percent of the shares outstanding. 13 CUSIP No. 913431-10-2 (xxx) CHP III owns directly 2,936,718 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to beneficially own 5,111,247 Shares, constituting approximately 39.0% of the shares outstanding, of which 535,269 Shares are owned directly by Bell Atlantic, 535,269 Shares are owned directly by First Union, 535,269 Shares are owned directly by DB, 535,269 Shares are owned directly by DuPont and 33,453 shares are owned directly by Brown. CHP III disclaims beneficial ownership of those Shares other than those owned directly by it. (xxxi) CH Associates owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CH Associates may be deemed to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the shares outstanding, of which 2,936,718 Shares are owned directly by CHP III, 48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned directly by CH Affiliates, and 2,174,529 Shares CHP III may direct pursuant to the Voting Agreement. CH Associates disclaims beneficial ownership of the Shares, except as to Shares representing the CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxii) CHPGP owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHPGP may be deemed to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the shares outstanding, of which 2,936,718 Shares are owned directly by CHP III, 48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned directly by CH Affiliates, and 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement. CH Associates disclaims beneficial ownership of the Shares, except as to Shares representing CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxiii) Mr. Castle owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Castle may be deemed to own beneficially 5,550,049 Shares constituting approximately 41.9% of the shares outstanding, of which (A) 136,364 Shares are owned directly by CHI, (B) 2,936,718 Shares are owned directly by CHP III, (C) 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, (D) 235,540 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of February 20, 1998 (the "First Voting Trust Agreement"), among the Issuer, the CH Group (other than CHP III and CHI) and John K. Castle, as voting trustee, and (D) 66,898 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of December 1, 1998 (the "Second Voting Trust Agreement"), among the Issuer, the Labordes and John K. Castle, as voting trustee. Mr. Castle disclaims beneficial ownership of all such Shares, except as to Shares representing his pro rata interest in, and interest in the profits of, CHI, CHP III, CH Offshore, CH Affiliates, Frogmore and Branford. Each of the First Voting Trust Agreement, the Second Voting Trust Agreement and the Voting Agreement, filed as an exhibit to this Statement, is incorporated herein by reference. To the knowledge of FUCP, FUNB and FTU, none of the persons listed in Schedule 1 owns any Shares. 14 CUSIP No. 913431-10-2 (b) CHP III has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by its investment manager, CHI, or its general partner, CH Associates, or CH Associates' general partner, CHPGP, or CHPGP's and CHI's controlling stockholder, Mr. Castle. Each of CH Offshore and CH Affiliates has the power to dispose of the Shares directly owned by it, which power may be exercised by its investment manager, CHI, or its general partner, CH Associates, or CH Associates' general partner, CHPGP, or CHPGP's and CHI's controlling stockholder, Mr. Castle. Each of CH Offshore and CH Affiliates is party to the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Branford has the power to dispose of the Shares directly owned by it, which power may be exercised by its controlling stockholder, Mr. Castle. Branford is party to the First Voting Trust Agreement which permits Mr. Castle to vote its Shares. Frogmore has the power to dispose of the Shares directly owned by it, which power may be exercised by its managing member, Mr. Castle. Frogmore is party to the First Voting Trust Agreement which permits Mr. Castle to vote its Shares. CHI has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by its controlling stockholder, Mr. Castle. Each Co-Investor has the power to vote and the power to dispose of their own Shares, but have entered into a Voting Agreement with CHP III whereby each Co-Investor has agreed to vote their Shares in the same manner as CHP III. Each person and entity of the CH Group (other than CHI) has the power to dispose of their own Shares, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Each of Messrs. Harlan, Fournier, Pruellage, Urcis, Chow, Siegal and Lovejoy, Ms. Rosen, the Marc Trust and the Michael Trust has the power to dispose of the Shares directly owned by it, him or her, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Each of the Labordes has the power to dispose of the Shares directly owned by him or her, but have entered into the Second Voting Trust Agreement which permits Mr. Castle to vote their Shares. FUCP has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by FUNB and FTU by virtue of the control relationship. (c) The trading, dates, number of Shares purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to May 30, 2000 until the date of this filing by the Reporting Persons are as follows: (i) by CHI - 136,364 Shares on May 30, 2000 at $22.00 per share and (ii) by Mr. Urcis - 6,818 Shares on May 30, 2000 at $22.00 per share. On May 30, 2000, the Issuer consummated an initial offering of the Shares to the 15 CUSIP No. 913431-10-2 public (the "IPO"). As a result of the IPO, each Reporting Person (other than CHI, who owned no shares of Preferred Stock) received 2.3256 Shares for each share of Series A Preferred Stock, par value $.01 per share, of the Issuer (the "Preferred Stock"), owned by them prior to the IPO. Additionally, each share outstanding immediately prior to the IPO was split on a 7.4248-for-1 basis. During such period, no Reporting Person or person listed on Schedule 1 entered into any other transaction in the Shares. (d) No person other than each respective record owner of Shares referred to herein is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such Shares. (e) Not applicable. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any common stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 16 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------- (a) Mr. Castle is the sole trustee under the First Voting Trust Agreement. The Reporting Persons who are party to the First Voting Trust Agreement are the CH Group other than CHP III and CHI. (b) Mr. Castle is the sole trustee under the Second Voting Trust Agreement. The Reporting Persons who are party to the Second Voting Trust Agreement are the Labordes. (c) CHP III is a party to the Voting Agreement. The Reporting Persons who are party to the Voting Agreement are the Co-Investors. Each of the First Voting Trust Agreement, the Second Voting Trust Agreement and the Voting Agreement, filed as an exhibit to this Statement, is incorporated herein by reference. 17 CUSIP No. 913431-10-2 SCHEDULE 1 TO 13D First Union Corporation. The following table provides certain information about First Union Corporation's directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- A. Dano Davis (R) Chairman, Winn-Dixie United 4861 Ortega Blvd. Stores, Inc. States Jacksonville, FL Jacksonville, Florida, 32210 a food retailer 5050 Edgewood Court Jacksonville, FL 32254. Roddey Dowd, Sr. (R) Chairman of the United 1242 Queens Road Executive Committee, States West Charlotte, Charlotte Pipe and NC 28207 Foundry Company, Charlotte, North Carolina, a manufacturer of pipe and fittings P. O. Box 35430 Charlotte, NC 28235. William H. (R) Chairman, CCA United Goodwin, Jr. 6701 River Road Industries, Inc., States Richmond, VA 23229 Richmond, Virginia, a diversified holding company 901 East Cary St., Suite 1400 Richmond, VA 23219. Radford D. Lovett (R) Chairman, Commodores United 129 Ponte Vedra Point Terminal States Blvd. Ponte Vedra Corporation, Beach, FL 32082 Jacksonville, Florida, an operator of a marine terminal and a real estate management company 18 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- 1600 Independent Square Jacksonville, FL 32202. Mackey J. McDonald (R) Chairman, President United 1821 Museum Road and Chief Executive States Wyomissing, PA Officer, VF 19610 Corporation, Greensboro, North Carolina, an apparel manufacturer 1047 North Park Road Wyomissing, PA 19610. Lanty L. Smith (R) Chairman, Soles United 1401 Westridge Road Brower Smith & Co., States Greensboro, NC Greensboro, North 27401 Carolina, an investment banking firm 301 North Elm St., Suite 600 Greensboro, NC 27401. G. Kennedy (B) Chief Executive United Thompson First Union Officer and President, States National Bank First Union One First Union Corporation. Center 301 South College Street Charlotte, NC 28222 Beverly F. Dolan (B) Investor United 1990 Two First States Union Center Charlotte, NC 28282 Erskine B. Bowles (B) General Partner, United Carousel Capital Forstmann Little & States Partners, L.P. Co., New York, New 201 North Tryon York, and Managing Street Suite 2450 Director, Carousel Charlotte, NC Capital Company, 28202 LLC, Charlotte, North Carolina, 19 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- merchant banking- private equity companies. Robert J. Brown (R) Chairman, President United 1129 Pennywood and Chief Executive States Drive High Point, Officer, B&C NC 27265 Associates, Inc., High Point, North Carolina, a public relations and marketing research firm P. O. Box 2636 High Point, NC 27261. Edward E. (B) Chairman, First United Crutchfield First Union Union Corporation. States Corporation One First Union Center Charlotte, NC 28288 James E. S. Hynes (B) Chairman, Hynes, United Hynes, Inc. Inc., Charlotte, States 6525 Morrison Blvd. North Carolina, Suite 515 a sales and marketing Charlotte, NC 28211 services firm. Herbert Lotman (B) Chairman and Chief United Kaystone Foods Executive Officer, States Holding Co., Inc. Keystone Foods 401 City Avenue Holding Company, Suite 800 Inc., Bala Cynwyd, Bala Cynwyd, PA Pennsylvania, a 19004 global food processor and logistics company. Patricia A. McFate (B) Senior Scientist, United Science Strategies Group, States Applications Science Applications International International Corporation Corporation, Santa Fe, 22 Clematis Circle New Mexico, a systems Sante Fe, NM 87501 engineering company. 20 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Joseph Neubauer (R) Chairman and Chief United 210 Rittenhouse Executive Officer, States Square, W. ARAMARK Corporation, Apt. 3106 Philadelphia, Philadelphia, PA Pennsylvania, a service 19103 management company ARA Tower, 1101 Market Street Philadephia, PA 19107. Ruth G. Shaw (R) Executive Vice United 288 Avinger Lane President and Chief States Davidson, NC 28036 Administrative Officer, Duke Energy Corporation, Charlotte, North Carolina, an energy company P. O. Box 1009 Charlotte, NC 28201- 1009. Edward E. Barr (R) Chairman, Sun United 560 Illingworth Chemical Corporation, States Avenue Fort Lee, New Jersey, Englewood, NJ 07631 a graphic arts materials manufacturer 222 Bridge Plaza South Fort Lee, NJ 07024. G. Alex Bernhardt, (R) Chairman and Chief United Sr. 7120 GreenHill Executive Officer, States Circle Bernhardt Furniture Blowing Rock, NC Company, Lenoir, North 28605 Carolina, a residential and executive office furnishings manufacturer P. O. Box 740 Lenoir, NC 28645. 21 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- W. Waldo Bradley (R) Chairman, Bradley United Sylvan Island Plywood Corporation, States Savannah, GA 31404 Savannah, Georgia, a wholesale distributor of building materials 204 Old West Lathrop Avenue Savannah, GA 31402. Norwood H. Davis, (B) Chairman Emeritus, United Jr. Trigon Healthcare, Trigon Healthcare, States Inc. Inc., Richmond, VA. 2015 Staples Mill Road Richmond, VA 23230 Frank M. Henry (B) Chairman, Frank United Frank Martz Coach Martz Coach Co., States Co. Wilkes-Barr, PA, bus P.O. Box 1007 transportation. Wilkes-Barr, PA 18773 Ernest E. Jones (B) Workforce Development Workforce Development United Corporation Corporation States One Penn Center at Philadelphia, PA Suburban Station 1617 J.F.K. Boulevard, 13th Floor Philadelphia, PA 19103 James M. Seabrook (B) Vice Chairman, First United First Union National Union Corporation, States Bank since August 1999. One First Union Center 301 South College Street Charlotte, NC 28222 22 CUSIP No. 913431-10-2 The following table provides certain information about First Union Corporation's executive officers: Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President One First Union Center 301 South College Street Charlotte, NC 28222 Edward E. (B) Chairman United Crutchfield First Union States Corporation One First Union Center Charlotte, NC 28288 Donald A. (B) Vice Chairman United McMullen, Jr. First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Benjamin P. (B) Vice Chairman United Jenkins, III First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 23 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Billy James (B) Vice Chairman United Walker First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Robert T. Atwood (B) Chief Financial United First Union Officer States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Mark C. Treanor (B) Executive Vice United First Union President, Secretary States National Bank and General Counsel One First Union Center 301 South College Street 40th Floor Charlotte, NC 28222 24 CUSIP No. 913431-10-2 First Union National Bank. The following table provides certain information about First Union National Bank's directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- William H. (R) Chairman, CCA United Goodwin, Jr. 6701 River Road Industries, Inc., States Richmond, VA Richmond, Virginia, 23229 a diversified holding company 901 East Cary St., Suite 1400 Richmond, VA 23219. Radford D. Lovett (R) Chairman, Commodores United 129 Ponte Vedra Point Terminal States Blvd. Corporation, Ponte Vedra Beach, Jacksonville, FL Florida, an operator 32082 of a marine terminal and a real estate management company 1600 Independent Square Jacksonville, FL 32202. Mackey J. (R) Chairman, President United McDonald 1821 Museum Road and Chief Executive States Wyomissing, PA Officer, VF 19610 Corporation, Greensboro, North Carolina, an apparel manufacturer 1047 North Park Road Wyomissing, PA 19610. Lanty L. Smith (R) Chairman, Soles United 1401 Westridge Road Brower Smith & Co., States Greensboro, NC Greensboro, North 27401 Carolina, an investment banking firm 301 North Elm St., Suite 600 Greensboro, NC 27401. 25 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President, One First Union First Union Center Corporation. 301 South College Street Charlotte, NC 28222 Beverly F. Dolan (B) Investor United 1990 Two First States Union Center Charlotte, NC 28282 Edward E. (B) Chairman, First United Crutchfield First Union Union Corporation. States Corporation One First Union Center Charlotte, NC 28288 Joseph Neubauer (R) Chairman and Chief United 210 Rittenhouse Executive Officer, States Square, W. ARAMARK Corporation, Apt. 3106 Philadelphia, Philadelphia, PA Pennsylvania, a 19103 service management company ARA Tower, 1101 Market St. Philadelphia, PA 19107. Robert T. Atwood (B) Executive Vice United First Union President and States National Bank Chief Financial One First Union Officer, Center First Union 301 South College Corporation. Street Charlotte, NC 28222 26 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Mark C. Treanor (B) Executive Vice United First Union President, States National Bank Secretary One First Union and General Center Counsel, 301 South College First Union Street Corporation. 40th Floor Charlotte, NC 28222 27 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President One First Union Center 301 South College Street Charlotte, NC 28222 Edward E. (B) Chairman United Crutchfield First Union States Corporation One First Union Center Charlotte, NC 28288 Donald A. (B) Vice Chairman United McMullen, Jr. First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Benjamin P. (B) Vice Chairman United Jenkins, III First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Billy James (B) Vice Chairman United Walker First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 28 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Robert T. Atwood (B) Chief Financial United First Union Officer States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Mark C. Treanor (B) Executive Vice United First Union President, States National Bank Secretary and One First Union General Counsel Center 301 South College Street 40th Floor Charlotte, NC 28222 29 CUSIP No. 913431-10-2 First Union Capital Partners, Inc. The following table provides certain information about First Union Capital Partners' directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Ted A. Gardner (B) Senior Vice United First Union Capital President, States Partners, Inc. First Union One First Union Capital Partners Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 W. Barnes (B) Senior Vice United Hauptfuhrer First Union Capital President, States Partners, Inc. First Union One First Union Capital Partners Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Scott B. Perper (B) President, First United First Union Capital Union Capital States Partners, Inc. Partners One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 30 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- Scott B. Perper (B) President United First Union Capital States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Robert T. Atwood (B) Executive Vice United First Union Capital President. States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Tracey M. Chaffin (B) Vice President and United First Union Capital Chief Financial States Partners, Inc. Officer One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Robert F. Bertges (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 31 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- David B. Carson (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Jay M. Chernoskey (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 James C. Cook (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Frederick W. (B) Senior Vice United Eubank, III First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 32 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address ----------------- ------------------- --------------------- -------------- L. Watts (B) Senior Vice United Hamrick, III First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 James H. Hatch (B) Senior Vice United First Union Capital President and States Partners, Inc. Treasurer One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Kent S. Hathaway (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 31th Floor Charlotte, NC 28222-0630 James M. Kipp (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 33 CUSIP No. 913431-10-2 David Neal (B) Senior Vice United Morrison First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Matthew S. (B) Senior Vice United Rankowitz First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Kevin J. Roche (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Edward H. Ross (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222