-----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, KKvftbLkXwC1bSX+9gRwQbRnMCgzNGPhm7zcnFifrFh8MNt7FLHPZXEWka2YePyO ATLAuRy8rplhtUsfvDK5LA== 0001104659-03-020502.txt : 20030911 0001104659-03-020502.hdr.sgml : 20030911 20030911160420 ACCESSION NUMBER: 0001104659-03-020502 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030911 GROUP MEMBERS: CITIBANK,N.A. GROUP MEMBERS: CITICORP VENTURE CAPITAL, LTD GROUP MEMBERS: CITIGROUP HOLDINGS COMPANY GROUP MEMBERS: CITIGROUP INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEMET CORP CENTRAL INDEX KEY: 0000887730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 570923789 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42790 FILM NUMBER: 03892060 BUSINESS ADDRESS: STREET 1: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 BUSINESS PHONE: 8039636300 MAIL ADDRESS: STREET 1: P O BOX 5928 STREET 2: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 SC 13D 1 a03-3316_1sc13d.htm SC 13D

SEC 1746
(11-02)


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

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

KEMET Corporation

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

488360108

(CUSIP Number)

 

Paul C. Schorr IV

Copy to:

Citicorp Venture Capital, Ltd.

H. Kurt von Moltke, P.C.

399 Park Avenue

Kirkland & Ellis LLP

New York, New York 10043

200 East Randolph Drive

(212) 559-0965

Chicago, Illinois  60601

 

(312) 861-2295

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

 

September 9, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 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).

 



 

CUSIP No.   488360108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Citicorp Venture Capital, Ltd.
13-2598089

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
479,020 (See Item 5)

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
479,020 (See Item 5)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
479,020 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.6% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Citibank, N.A.
13-52266470

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

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
479,020 (See Item 5)

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
479,020 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
479,020 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.6% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
BK

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Citicorp
06-1515595

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

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
479,020 (See Item 5)

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
479,020 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
479,020 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.6% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Citigroup Holdings Company
06-1551348

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

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
479,020 (See Item 5)

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
479,020 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
479,020 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.6% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Citigroup Inc.
52-1568099

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
511,105 (See Item 5)

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
511,105 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
511,105 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14.

Type of Reporting Person (See Instructions)
HC

 

6



 

Item 1.

Security and Issuer

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D, dated October 28, 1992 (the “Schedule 13D”), filed by Citicorp Venture Capital, Ltd., Citibank, N.A. and Citicorp, as previously amended and restated by Amendment No. 2 thereto dated January 26, 2000 and as further amended by Amendment No. 3 thereto dated March 31, 2001. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 2.

Identity and Background

Paragraphs (d) - (f) of Item 2 of the Schedule 13D are hereby amended and restated in their entirety as follows:

“(d) - (f)  On April 28, 2003 Salomon Smith Barney, Inc. (“SSB”), now named Citigroup Global Markets, Inc., a subsidiary of Citigroup, announced final agreements with the SEC, the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices.

SSB will pay $300 million for retrospective relief, plus $25 million for investor education, and has committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB will also adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation.  SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability.  The settlements do not establish wrongdoing or liability for purposes of any other proceeding.

Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedules A and B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.  The citizenship of each of the individual persons identified pursuant to paragraphs (a) through (c) is identified on Schedules A and B hereto.”

A joint filing agreement of the Reporting Persons is attached hereto as Exhibit H.

Schedules A and B of the Schedule 13D are hereby deleted in their entirety and replaced with Schedules A and B hereto.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby further amended by adding the following as the ninth paragraph thereof:

“Between April 24, 2003 and September 10, 2003, CVC sold 5,948,800 shares of the Common Stock pursuant to open market transactions.”

 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by replacing the second sentence of the first paragraph thereof with the following:

 

7



 

“As of the date of this Amendment, CVC is the beneficial owner of 479,020 shares of Common Stock (see Item 5).”

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a)-(b)  CVC beneficially owns 479,020 shares of Common Stock as to which CVC has the sole power to vote and the sole power to dispose, representing approximately 0.6% of the Company's Common Stock.

Each of Citibank, Citicorp and Citigroup Holdings, exclusively through their holding company structure, also beneficially owns the same 479,020 shares of Common Stock held by CVC. The aggregate number of shares held through the holding company structure represents approximately 0.6% of the outstanding shares of the Company's Common Stock, as to which each of Citibank, Citicorp and Citigroup Holdings has shared power to vote and shared power to dispose.

Citigroup, through its direct and indirect subsidiaries, beneficially owns 511,105 shares of Common Stock (as of September 10, 2003). The aggregate number of shares held through Citigroup's direct and indirect subsidiaries represents approximately 0.6% of the outstanding shares of the Company's Common Stock, as to which Citigroup has shared power to vote and shared power to dispose.

Except as expressly set forth in this Item 5, (i) none of the Reporting Persons beneficially owns any shares of capital stock of the Company and (ii) the filing of this Amendment by CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup shall not be construed as an admission that either CVC, Citibank, Citicorp, Citigroup Holdings or Citigroup is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Amendment.

The percentages calculated in this Item 5 are based upon 86,381,177 shares of Common Stock outstanding as of July 31, 2003, as disclosed in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2003.

(c)  Transactions Within the Past 60 Days:

 

Person Who Effected
the Transaction

 

Transaction Date

 

Number of Shares
Sold

 

Price Per
Share

CVC

 

7/29/2003

 

111,600

 

11.13040

 

 

 

 

 

 

 

CVC

 

7/30/2003

 

50,000

 

11.17170

 

 

 

 

 

 

 

CVC

 

7/31/2003

 

20,000

 

11.01340

 

 

 

 

 

 

 

CVC

 

8/4/2003

 

70,000

 

10.79640

 

 

 

 

 

 

 

CVC

 

8/6/2003

 

15,800

 

10.18400

 

 

 

 

 

 

 

CVC

 

8/7/2003

 

27,000

 

10.13160

 

 

 

 

 

 

 

CVC

 

8/7/2003

 

500

 

10.17000

 

8



 

Person Who Effected
the Transaction

 

Transaction Date

 

Number of Shares
Sold

 

Price Per
Share

CVC

 

8/8/2003

 

35,500

 

10.21350

 

 

 

 

 

 

 

CVC

 

8/11/2003

 

35,000

 

10.15090

 

 

 

 

 

 

 

CVC

 

8/12/2003

 

40,000

 

10.22040

 

 

 

 

 

 

 

CVC

 

8/13/2003

 

60,000

 

10.37200

 

 

 

 

 

 

 

CVC

 

8/14/2003

 

60,000

 

10.39390

 

 

 

 

 

 

 

CVC

 

8/15/2003

 

16,200

 

10.50620

 

 

 

 

 

 

 

CVC

 

8/18/2003

 

115,000

 

10.90030

 

 

 

 

 

 

 

CVC

 

8/19/2003

 

170,300

 

11.18070

 

 

 

 

 

 

 

CVC

 

8/20/2003

 

99,400

 

11.20260

 

 

 

 

 

 

 

CVC

 

8/21/2003

 

170,000

 

11.45440

 

 

 

 

 

 

 

CVC

 

8/22/2003

 

390,000

 

11.50120

 

 

 

 

 

 

 

CVC

 

8/25/2003

 

200,000

 

11.42490

 

 

 

 

 

 

 

CVC

 

8/26/2003

 

213,700

 

11.20630

 

 

 

 

 

 

 

CVC

 

8/27/2003

 

300,000

 

11.56980

 

 

 

 

 

 

 

CVC

 

8/28/2003

 

180,000

 

11.65920

 

 

 

 

 

 

 

CVC

 

8/29/2003

 

850,000

 

12.06670

 

 

 

 

 

 

 

CVC

 

9/2/2003

 

632,400

 

12.61790

 

 

 

 

 

 

 

CVC

 

9/3/2003

 

225,700

 

12.95570

 

 

 

 

 

 

 

CVC

 

9/4/2003

 

200,000

 

12.87290

 

 

 

 

 

 

 

CVC

 

9/5/2003

 

200,000

 

12.77110

 

 

 

 

 

 

 

CVC

 

9/8/2003

 

367,800

 

13.32920

 

 

 

 

 

 

 

CVC

 

9/8/2003

 

6,300

 

13.32920

 

 

 

 

 

 

 

CVC

 

9/9/2003

 

220,000

 

13.39000

CVC

 

9/10/2003

 

90,000

 

12.68000

 

All sales were effected through open market transactions.

 

9



 

(d)  No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered hereby, except with respect to the additional 32,805 shares of Common Stock beneficially owned by Citigroup (as of September 10, 2003) through direct and indirect subsidiaries of Citigroup (other than CVC, Citibank, Citicorp and Citigroup Holdings).

(e)  On August 22, 2003, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Company's Common Stock.”

 

 

 

10



 

Signature

                After reasonable inquiry and to the best of their knowledge and belief, the undersigned, as to themselves only, certify that the information set forth in this statement is true, complete and correct.

Date:  September 11, 2003

 

 

CITICORP VENTURE CAPITAL, LTD.

 

 

 

 

 

By:

/s/ Anthony P. Mirra

 

 

Name:

Anthony P. Mirra

 

Title:

Vice President

 

 

 

 

 

CITIBANK, N.A.

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITICORP

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITIGROUP HOLDINGS COMPANY

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITIGROUP, INC.

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

11



 

SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP VENTURE CAPITAL, LTD.

 

Unless otherwise indicated, each individual is a United States citizen. If no address is given, the director’s or executive officer’s business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to such individual’s position with Citicorp Venture Capital, Ltd.

 

Name, Title and Citizenship

 

Principal Occupation and Business Address

 

 

 

William T. Comfort
Director and Executive Officer

 

Senior Vice President

 

 

 

David F. Thomas
Executive Officer

 

Vice President*

 

 

 

Michael T. Bradley
Executive Officer

 

Vice President

 

 

 

Jennifer Cappello-Ruggiero
Executive Officer

 

Assistant Vice President

 

 

 

Lauren M. Connelly
Executive Officer

 

Vice President and Secretary

 

 

 

Charles E. Corpening
Executive Officer

 

Vice President

 

 

 

Michael A. Delaney
Executive Officer

 

Vice President*

 

 

 

Michael S. Gollner
Executive Officer

 

Vice President

 

 

 

Ian D. Highet
Executive Officer

 

Vice President

 

 

 

Darryl A. Johnson
Executive Officer

 

Assistant Vice President

 

 

 

Byron L. Knief
Executive Officer

 

Vice President

 

 

 

Richard E. Mayberry
Executive Officer

 

Vice President

 

 

 

Thomas F. McWilliams
Executive Officer

 

Vice President*

 

12



 

Name, Title and Citizenship

 

Principal Occupation and Business Address

 

 

 

Anthony P. Mirra
Executive Officer

 

Vice President and Assistant Secretary

 

 

 

Paul C. Schorr IV
Executive Officer

 

Vice President*

 

 

 

Joseph M. Silvestri
Executive Officer

 

Vice President

 

 

 

Michael D. Stevenson
Executive Officer

 

Vice President

 

 

 

James A. Urry
Executive Officer

 

Vice President

 

 

 

John D. Weber
Executive Officer

 

Vice President

 


*              Denotes the functional title of Managing Director

 

13



 

SCHEDULE B

 

EXECUTIVE OFFICERS AND DIRECTORS OF

CITIGROUP INC.

 

Name, Title and Citizenship

 

Principal Occupation and Business Address

 

 

 

C. Michael Armstrong
Director
United States

 

Chairman
Comcast Corporation
1114 Avenue of the Americas, 21st Floor

New York, NY  10036

 

 

 

Alain J.P. Belda
Director
Brazil

 

Chairman & Chief Executive Officer
Alcoa Inc.
390 Park Avenue, 11th Floor
New York, NY  10022

 

 

 

George David
Director
United States

 

Chairman & Chief Executive Officer
United Technologies Corporation
One Financial Plaza
Hartford, CT  06101

 

 

 

Kenneth T. Derr
Director
United States

 

Chairman, Retired
Chevron Texaco Corporation
345 California Street, Room 3016
San Francisco, CA  94104

 

 

 

John M. Deutch
Director
United States

 

Institute Professor
Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, MA 02139

 

 

 

The Honorable Gerald R. Ford
Honorary Director
United States

 

Former President of the United States
40365 Sand Dune Road
Rancho Mirage, CA  92270

 

 

 

Roberto Hernandez Ramirez
Director
Mexico

 

Chairman of the Board
Banco Nacional de Mexico
Actuario Roberto Medellin No. 800 – 5th Floor
Col. Santa Fe, 01210
Mexico City, Mexico

 

 

 

Ann Dibble Jordan
Director
United States

 

Consultant
2940 Benton Place, N.W.
Washington, D.C.  20008-2718

 

 

 

Dudley C. Mecum
Director
United States

 

Managing Director
Capricon Holdings, LLC
30 East Elm Street
Greenwich, CT  06830

 

14



 

Richard D. Parsons
Director
United States

 

Chairman and Chief Executive Officer
AOL Time Warner Inc.
75 Rockefeller Plaza, 29th Floor
New York, NY  10019

 

 

 

Andrall E. Pearson
Director
United States

 

Founding Chairman
Yum! Brands, Inc.
41 Meadow Wood Drive
Greenwich, CT  06830

 

 

 

Charles O. Prince, III
Director and Executive Officer
United States

 

Chairman and Chief Executive Officer
Citigroup Global Markets Inc.
388 Greenwich Street, 39th Floor
New York, NY  10013

 

 

 

Robert E. Rubin
Director and Executive Officer
United States

 

Member of the Office of the Chairman
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Franklin A. Thomas
Director
United States

 

Consultant
TFF Study Group
595 Madison Avenue, 33rd Floor
New York, NY  10022

 

 

 

Sanford I. Weill
Director and Executive Officer
United States

 

Chairman and Chief Executive Officer
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Robert B. Willumstad
Director and Executive Officer
United States

 

President
Citigroup Inc.
339 Park Avenue, 2nd Floor
New York, NY  10043

 

 

 

Arthur Zankel
Director
United States

 

Senior Managing Member
High Rise Capital Management, L.P.
535 Madison Avenue, 26th Floor
New York, NY  10022

 

 

 

Sir Winfried F.W. Bischoff
Executive Officer
United Kingdom and Germany

 

Chairman
Citigroup Europe
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom

 

15



 

Michael A. Carpenter
Executive Officer
United States

 

Chairman and Chief Executive Officer
Citigroup Global Investments
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Robert Druskin
Executive Officer
United States

 

Chief Executive Officer and President
Citigroup Global Markets Holdings, Inc.,
Citigroup Financial Products Inc. and
Citigroup Global Markets Inc.
388 Greenwich Street, 39th Floor
New York, NY  10013

 

 

 

Stanley Fischer
Executive Officer
United States

 

Vice Chairman
Citigroup Inc.
399 Park Avenue, 10th Floor
New York, NY  10043

 

 

 

William P. Hannon
Executive Officer
United States

 

Controller and Chief Accounting Officer
Citigroup Inc.
Managing Director
Citigroup Business Services
399 Park Avenue
New York, NY  10043

 

 

 

Michael S. Helfer
Executive Officer
United States

 

General Counsel and Corporate Secretary
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Thomas Wade Jones
Executive Officer
United States

 

Chairman and Chief Executive Officer
Global Investment Management and Private
Banking Group
399 Park Avenue, 4th Floor
New York, NY  10043

 

 

 

Sallie Krawcheck
Executive Officer
United States

 

Chairman and Chief Executive Officer
Smith Barney
388 Greenwich Street, 39th Floor
New York, NY  10043

 

 

 

Marjorie Magner
Executive Officer
United States

 

Chairman and Chief Executive Officer
Global Consumer Group
399 Park Avenue, 2nd Floor
New York, NY  10043

 

 

 

Michael T. Masin
Executive Officer
United States

 

Vice Chairman and Chief Operating Officer
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

16



 

Sir Deryck C. Maughan
Executive Officer
United Kingdom

 

Vice Chairman
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Victor J. Menezes
Executive Officer
United States

 

Senior Vice Chairman
Citigroup Inc.
399 Park Avenue
New York, NY  10043

 

 

 

William R. Rhodes
Executive Officer
United States

 

Senior Vice President
Citigroup Inc.
399 Park Avenue, 3rd Floor
New York, NY  10043

 

 

 

Todd S. Thomson
Executive Officer
United States

 

Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY  10043

 

17



 

EXHIBIT H

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of KEMET Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement this 11th day of September, 2003.

 

 

CITICORP VENTURE CAPITAL, LTD.

 

 

 

 

 

By:

/s/ Anthony P. Mirra

 

 

Name:

Anthony P. Mirra

 

Title:

Vice President

 

 

 

 

 

CITIBANK, N.A.

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITICORP

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITIGROUP HOLDINGS COMPANY

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

 

 

 

 

CITIGROUP, INC.

 

 

 

 

 

By:

/s/ Serena D. Moe

 

 

Name:

Serena D. Moe

 

Title:

Assistant Secretary

 

18


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