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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
TRANSMONTAIGNE INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
89393410
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(CUSIP Number)
Jeffrey A. Welikson, Esq. With a copy to:
Secretary David Golay, Esq.
Lehman Brothers Holdings Inc. Fried, Frank, Harris, Shriver & Jacobson
399 Park Avenue, 11th Floor One New York Plaza
New York, NY 10022 New York, New York 10004
(212) 526-0858 (212) 859-8000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
October 17, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 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
Rule 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 (the "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).
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON Lehman Brothers Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF 13-321632
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
4,865,116 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,865,116 shares of Common Stock
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,865,116 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON
HC/CO
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SCHEDULE 13D
CUSIP NO. 89393410 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON Lehman Brothers Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 13-2518466
PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
4,865,116 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0-
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,865,116 shares of Common Stock
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,865,116 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON
HC/CO
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SCHEDULE 13D
CUSIP NO. 89393410 PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSON LB I Group Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 13-2741778
PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
4,862,878 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0-
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,862,878 shares of Common Stock
---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,862,878 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON
HC/CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 (the
"Common Stock"), of TransMontaigne Inc., a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company
is 370 Seventeenth Street, Suite 2750, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of the following entities (the
"Reporting Persons"):
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
745 Seventh Avenue
New York, NY 10019
Holdings is one of the leading global investment banks, serving
institutional, corporate, government and high net-worth clients and
customers. Holdings is the parent of Lehman Brothers Inc.
Lehman Brothers Inc., a Delaware corporation ("LBI"),
745 Seventh Avenue
New York, NY 10019
LBI, a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended, is a wholly owned subsidiary
of Holdings and is the parent of LB I Group Inc.
LB I Group Inc., a Delaware corporation ("LB I Group"),
745 Seventh Avenue
New York, NY 10019
LB I Group is a wholly owned subsidiary of Lehman.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive
officers and directors of the Reporting Persons are set forth in Appendix A
hereto.
Neither the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the persons listed in Appendix A hereto have
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) except as
set forth in Appendix B attached hereto and incorporated herein by
reference has been party to a civil proceeding of a judicial or
administrative body of a 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 mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
On October 9, 2003, LB I Group entered into a Stock Purchase
Agreement (the "Purchase Agreement") with First Reserve Fund VII, Limited
Partnership, a Delaware limited partnership, and First Reserve Fund VIII,
L.P., a Delaware limited partnership (together, the "Sellers"), pursuant to
which LB I Group acquired from the Sellers 32,095 shares of the Company's
Series B Convertible Preferred Stock, par value $0.01 per share (the
"Preferred Stock") for $920.00 per Share, plus the cash amount of dividends
on each Share that were accrued (whether or not declared), for an aggregate
purchase price of $29,575,542.50, in accordance with the terms of and
conditions to the Purchase Agreement. The source of such funds was the
working capital of LB I Group. As of October 9, 2003, the Shares were
convertible into 4,862,878 shares of Common Stock at a conversion price of
$6.60 per share of Common Stock.
In connection with the Purchase Agreement, Ben A. Guill, one of
designees of the Sellers serving as a member of the board of directors of
the Company (the "Board"), resigned as a member of the Board, and David J.
Butters, LB I Group's designee, was elected by the Board to serve as a
member of the Board until his successor is duly elected and qualified.
Furthermore, pursuant to a letter agreement (the "Letter
Agreement"), dated October 9, 2003, from the Company to LB I Group, the
Company agreed to nominate Mr. Butters to stand for re-election to the
Board at the Company's 2003 annual meeting of stockholders. In the Letter
Agreement, the Company further agreed to include Mr. Butters, or such other
designee of LB I Group as LB I Group may determine, on the slate of
directors recommended by the Company, and to oppose any proposal to remove
such designee, at each meeting of stockholders at which the election or
removal of directors is on the agenda. The Letter Agreement further
provides that the Company's obligations thereunder will cease when LB I
Group no longer beneficially owns at least 5% of the Company's outstanding
common stock (including outstanding common equivalents) (the "Board
Termination Event"). The Letter Agreement also provides that, upon the
occurrence of the Board Termination Event, LB I Group's right to designate
a member of the Board and the Company's obligations with respect thereto
shall cease and LB I Group will cause such designee to resign from the
Board.
The Shares were purchased to acquire an equity interest in the
Company in pursuit of specified investment objectives of the Reporting
Persons. The Reporting Persons intend to continually evaluate the Company's
business, prospects, financial condition, the market for the Shares, other
opportunities available to the Reporting Persons, general economic
conditions, money and stock market conditions and other factors and future
developments that the Reporting Persons may deem relevant from time to
time. Depending on such factors, the Reporting Persons may decide to
acquire additional securities of the Company or sell all or part of the
Shares. Any such acquisition or disposition may be effected through open
market or privately negotiated transactions, or otherwise.
The foregoing description of the Stock Purchase Agreement and the
Letter Agreement is not intended to be complete and is qualified in its
entirety by the complete text of such agreements which are incorporated
herein by reference. The Stock Purchase Agreement is filed as Exhibit 1
hereto and the Letter Agreement is filed as Exhibit 2 hereto.
Except as set forth above, none of the Reporting Persons nor, to
the knowledge of any Reporting Person, any person identified in Appendix A,
has any plans or proposals which relate to or would result in the types of
transactions set forth in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) According to the Company's preliminary proxy statement (the
"Preliminary Proxy Statement") filed with the Securities and Exchange
Commission on October 3, 2003, there were 40,681,030 outstanding shares of
Common Stock as of September 22, 2003, the record date for the
determination of stockholders entitled to vote at the Company's 2003 annual
meeting of stockholders. As a result of the transactions consummated
pursuant to the Purchase Agreement, LBI and Holdings became the indirect
owners of the Shares and LB I Group became the direct beneficial owner of
the Shares. In addition, LBI had been the direct beneficial owner, and
Holdings had been the indirect beneficial owner, of 2,238 shares of Common
Stock. Accordingly, the percentage of the shares of Common Stock
beneficially owned by each Reporting Person is indicated in Item 13 of the
cover page relating to such Reporting Person. In addition, based upon the
number of outstanding shares of Preferred Stock reported in the Preliminary
Proxy Statement, the Shares represent 44.0% of the outstanding shares of
Preferred Stock.
Furthermore, the holders of record of shares of Preferred Stock
vote together with the holders of record of shares of Common Stock and the
holders of record of shares of the Company's Series A Preferred Stock as a
single class on all actions to be voted on by the stockholders of the
Company, other than the election of directors.
To the best knowledge of the Reporting Persons, none of the
persons listed on Appendix A (i) beneficially owns any Common Stock (other
than in his capacity as an executive officer or director of such
corporations) or (ii) has the right to acquire any Common Stock.
(b) Each Reporting Person has sole power to vote and dispose of
all of the shares of Common Stock which such Reporting Person beneficially
owns.
To the best knowledge of the Reporting Persons, none of their
respective executive officers or directors has the power to vote or to
direct the vote or to dispose or to direct the disposition of the Common
Stock beneficially owned by such corporations (other than in his or her
capacity as an executive officer or director of such corporations).
(c) Holdings and its affiliates in the ordinary course of
business as broker dealers may have purchased and sold shares of Common
Stock on behalf of their customers.
(d) Neither the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any person listed in Appendix A hereto know of any
other person who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock beneficially owned by the Reporting Persons, other than
customers of LBI over whose shares LBI may have investment discretion.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In connection with the Purchase Agreement, LB I Group became a
party to the Company's Amended and Restated Preferred Stock Investor
Registration Rights Agreement, dated as of June 27, 2002 (the "Registration
Rights Agreement"), the Company's Stockholders' Agreement, dated June 27,
2002 (the "Stockholders' Agreement") and the Company's Preferred Stock
Recapitalization Agreement, dated June 27, 2002 (the "Recapitalization
Agreement").
Under the Registration Rights Agreement, LB I Group obtained
certain piggyback and demand registration and other rights pursuant to
which LB I Group may cause the Company to register any of its shares of
Common Stock issued upon conversion of the Shares under the Securities Act
of 1933, as amended, subject to the terms of and conditions to the
Registration Rights Agreement. Under the Registration Rights Agreement, any
one or more Preferred Stock Investor Holders (as defined therein) holding
Registrable Securities (as defined therein) representing five percent (5%)
or more in the aggregate of the then outstanding Common Stock (assuming
conversion or exercise of all Common Stock Equivalents (as defined therein)
held by the Preferred Stock Investor Holders into Registrable Securities at
the then conversion price or exercise price) may request four (4) demand
registrations, subject to the terms and conditions therein.
Under the Stockholders' Agreement, subject to the terms and
conditions therein, in the event that any Key Senior Executive (as defined
therein) proposes to transfer any shares of Common Stock in excess of the
amounts and during the time periods specified therein (other than pursuant
to a transaction open to all holders of Common Stock) to any person, as a
condition to such transfer, such Key Senior Executive is required to cause
the buyer to offer to purchase from each Investor (as defined therein), at
each such Investor's option, up to that number of shares determined in
accordance with the terms therein on the same terms and conditions as are
applicable to the transferor's shares.
The Stockholders' Agreement also provides that, subject to the
terms and conditions therein, so long as at least 50% (on an individual or
aggregate basis) of the shares of Common Stock beneficially owned by the
Investors or their affiliates as of the date thereof remain beneficially
owned by such Investors (as defined therein) or such affiliates during the
five year period beginning on the date thereof and ending on the fifth
anniversary of such date, each Key Senior Executive agrees not to transfer,
in any transaction or series of transactions during such period, that
number of shares of Common Stock that represents in excess of thirty five
percent (35%) of the aggregate number of shares of Common Stock (calculated
by treating all options held by such Key Senior Executive to purchase
shares of Common Stock as exercised) held by such Key Senior Executive as
of June 30, 2002, and shares acquired subsequent to such date, as adjusted
to reflect any stock split, stock dividend, recapitalization or similar
event after June 30, 2002 (other than in compliance with terms thereof or
in a transaction open to all holders of Common Stock).
In connection with the Purchase Agreement, the requisite number
of Investors (as defined therein) and the Company agreed that so long as
the Shares are beneficially owned by LB I Group, the Shares shall be
treated as though they continued to be beneficially owned by the original
Investors (as defined therein).
Under the Recapitalization Agreement, subject to the terms and
conditions therein, the Company agreed to comply with certain covenants,
including certain affirmative covenants that require the Company to, and to
cause each of its subsidiaries to, maintain its corporate existence and
tangible assets in good repair, comply with all applicable laws, promptly
pay its taxes and keep adequate insurance, each as therein provided. The
Recapitalization Agreement also provided that, subject to the terms and
conditions therein, the Investors (as defined therein) would receive
certain financial information of the Company as well as certain inspection
rights and the right to communicate with the senior management and the
accountants of the Company, each as therein provided. The Recapitalization
Agreement also included certain negative covenants that, subject to the
terms and conditions therein, prohibit the Company from (a) issuing any
shares or class or series of equity or equity-linked security, which is
senior to, or pari passu with, the Preferred Stock as to dividend payments
or amounts payable in the event of liquidation or winding-up of the Company
other than any additional shares of Series A Preferred Stock issued as
dividends on the Series A Preferred Stock and any additional shares of
Preferred Stock issued as dividends on the Preferred Stock, (b) except as
provided therein, redeeming, repurchasing or otherwise acquiring, either
directly or indirectly through any of its subsidiaries, any shares of
capital stock of the Company, or any other rights or options to subscribe
for or purchase any capital stock of the Company and (c) permitting the par
value or the determined or stated value of any shares of Common Stock
receivable upon the conversion of the shares of Preferred Stock acquired
pursuant to the Recapitalization Agreement (or other recapitalization
agreements between the Company and other Investors (as defined therein)) to
exceed the amount payable therefor upon such conversion.
In connection with the Purchase Agreement, David J. Butters
became a director of the Company. See Item 4 above.
The foregoing description of the Registration Rights Agreement,
the Stockholders' Agreement and the Recapitalization Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of such agreements which are incorporated herein by reference. The
Registration Rights Agreement is filed as Exhibit 3 hereto, the
Stockholders' Agreement is filed as Exhibit 4 hereto and the
Recapitalization Agreement is filed as Exhibit 5 hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Purchase Agreement, dated as of October 9, 2003, by and
among the Sellers on one hand, and LBI on the other hand.
2. Letter Agreement, dated as of October 9, 2003, from the Company
to LBI.
3. The Company's Amended and Restated Preferred Stock Investor
Registration Rights Agreement, dated as of June 27, 2002
(incorporated by reference to Exhibit 99.5 of the Company's
Current Report on Form 8-K filed on July 15, 2002).
4. The Company's Stockholders' Agreement, dated June 27, 2002
(incorporated by reference to Exhibit 99.8 of The Company's
Current Report on Form 8-K filed on July 15, 2002).
5. The Company's Recapitalization Agreement, dated June 27, 2002
(incorporated by reference to Exhibit 99.3 of The Company's
Current Report on Form 8-K filed on July 15, 2002).
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 17, 2003
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett S. DiPaolo
Title: Senior Vice President
LEHMAN BROTHERS INC.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett S. DiPaolo
Title: Senior Vice President
LB I GROUP INC.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett S. DiPaolo
Title: Senior Vice President
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
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MICHAEL L. AINSLIE Lehman Brothers Holdings Inc.
Private Investor and former President and 745 Seventh Avenue
Chief Executive Officer of Sotheby's Holdings New York, New York 10019
JOHN F. AKERS Lehman Brothers Holdings Inc.
Retired Chairman of 745 Seventh Avenue
International Business Machines New York, New York 10019
Corporation
ROGER S. BERLIND Lehman Brothers Holdings Inc.
Theatrical Producer 745 Seventh Avenue
New York, New York 10019
THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of Halliburton Company New York, New York 10019
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of New York, New York 10019
Lehman Brothers Holdings Inc.
HENRY KAUFMAN Lehman Brothers Holdings Inc.
President of Henry Kaufman & Company, Inc. 745 Seventh Avenue
New York, New York 10019
JOHN D. MACOMBER Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 745 Seventh Avenue
New York, New York 10019
DINA MERRILL Lehman Brothers Holdings Inc.
Director and Vice 745 Seventh Avenue
Chairman of RKO Pictures, Inc. and Actress New York, New York 10019
SIR CHRISTOPHER GENT Lehman Brothers Holdings Inc.
Former Chief Executive Officer 745 Seventh Avenue
of Vodafone Plc New York, New York 10019
All of the above individuals are citizens of the United States, except for
Sir Christopher Gent, who is a citizen of the United Kingdom.
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
------------ ----------------
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 745 Seventh Avenue
of Lehman Brothers Holdings Inc. New York, New York 10019
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Chief Financial Officer 745 Seventh Avenue
New York, New York 10019
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
Chief Administrative Officer 745 Seventh Avenue
New York, New York 10019
JONATHAN E. BEYMAN Lehman Brothers Holdings Inc.
Chief of Operations and Technology 745 Seventh Avenue
New York, New York 10019
THOMAS A. RUSSO Lehman Brothers Holdings Inc.
Chief Legal Officer 745 Seventh Avenue
New York, New York 10019
BRADLEY H. JACK Lehman Brothers Holdings Inc.
Head of Investment Banking 745 Seventh Avenue
Division New York, New York 10019
All of the above individuals are citizens of the United States.
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
------------ ----------------
HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of New York, New York 10019
Halliburton Company
FREDERICK FRANK Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of Lehman Brothers New York, New York 10019
Holdings Inc.
HARVEY M. KRUEGER Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
SHERMAN R. LEWIS, JR. Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
------------ ----------------
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 745 Seventh Avenue
New York, New York 10019
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Chief Financial Officer 745 Seventh Avenue
New York, New York 10019
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
Chief Operating Officer 745 Seventh Avenue
New York, New York 10019
BRADLEY H. JACK Lehman Brothers Holdings Inc.
Chief Operating Officer 745 Seventh Avenue
New York, New York 10019
THOMAS A. RUSSO Lehman Brothers Holdings Inc.
Chief Legal Officer 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
LB I GROUP INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
------------ ----------------
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Director 745 Seventh Avenue
New York, New York 10019
ROCCO F. ANDRIOLA Lehman Brothers Holdings Inc.
Director 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
LB I GROUP INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
------------ ----------------
DEXTER E SENFT Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MICHAEL I BRILL Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
MICHAEL J KONIGSBERG Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
EDWARD B MCGEOUGH Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
BRIAN P WADE Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
JARETT WAIT Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
ALAN WASHKOWITZ Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
JEFFREY S WECKER Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
APPENDIX B
Lehman and its affiliates have been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of
their businesses. Certain of such proceedings have resulted in findings of
violation of federal or state securities laws. Each of these proceedings
was settled by Lehman or its affiliate consenting to the entry of an order
without admitting or denying the allegations in the complaint. All of such
proceedings are reported and summarized in the Schedule D to Lehman's Form
BD filed with the Securities and Exchange Commission, which descriptions
are hereby incorporated by reference.