SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
SEABULK INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
81169P101
--------------------------------------------------------------------------------
(CUSIP Number)
Nautilus Acquisition, L.P.
c/o Credit Suisse First Boston Private Equity, Inc.
Eleven Madison Avenue
New York, New York 10010
Attention: Ivy Dodes
Credit Suisse First Boston,
on behalf of the investment banking business of the
Credit Suisse First Boston business unit
Eleven Madison Avenue
New York, New York 10010
Attention: Ivy Dodes
--------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
July 9, 2002
--------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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(b) for other
parties to whom copies are to be sent.
NY2:\1156532\13\_sdw13!.DOC\41753.0064
========== ====================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS ACQUISITION, L.P.
---------- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- ---------------------------------------------------------------------------------------------
2
========== =============================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS INTERMEDIARY, L.P.
---------- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- ---------------------------------------------------------------------------------------------
3
========== =============================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
DLJ MERCHANT BANKING PARTNERS III, L.P.
---------- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- ---------------------------------------------------------------------------------------------
4
========== =============================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS GP, LLC
---------- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------------------------------
5
========== =============================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CREDIT SUISSE FIRST BOSTON SOLELY ON BEHALF ON THE INVESTMENT BANKING
BUSINESS OF THE CREDIT SUISSE FIRST BOSTON BUSINESS UNIT
---------- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK, HC, OO
---------- ---------------------------------------------------------------------------------------------
6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Seabulk International, Inc. (the "Company").
The Company's principal executive office is located at 2200 Eller
Drive, Fort Lauderdale, Florida 33316.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) Nautilus Acquisition, L.P.,
a Delaware limited partnership ("Nautilus"); (2) Nautilus Intermediary, L.P., a
Delaware limited partnership ("Nautilus Intermediary"); (3) DLJ Merchant Banking
Partners III, L.P., a Delaware limited partnership ("Partners III"); (4)
Nautilus GP, LLC, a Delaware limited liability company ("Nautilus Special GP"
and, together with Nautilus, Nautilus Intermediary and Partners III, the
"Nautilus Entities"); and (5) Credit Suisse First Boston, a Swiss bank (the
"Bank"), on behalf of itself and its subsidiaries, to the extent that they
constitute part of the investment banking business (the "CSFB Entities") of the
Credit Suisse First Boston business unit.
Nautilus is a Delaware limited partnership which was formed to
purchase securities of the Company. Nautilus Intermediary is the general partner
of Nautilus. Partners III and other parallel investment partnerships affiliated
with Partners III are limited partners of Nautilus.
Nautilus Intermediary is a Delaware limited partnership which was
formed to be the general partner of Nautilus. Partners III is the general
partner of Nautilus Intermediary.
Partners III is a Delaware limited partnership which makes
investments for long term appreciation. DLJ Merchant Banking III, L.P., a
Delaware limited partnership ("MBP III LP"), is the Associate General Partner of
Partners III and DLJ Merchant Banking III, Inc., a Delaware corporation ("MPIII
Inc."), is the Managing General Partner of Partners III. Prior to the
consummation of the transactions contemplated by the Purchase Agreements (as
defined in Item 4 below), Nautilus Special GP will become the Special General
Partner of Partners III. As a result, Nautilus Special GP will have exclusive
management rights and decision making authority (including voting and
dispositive power) with respect to the investment in the Company. Prior to the
consummation of the transactions contemplated by the Purchase Agreements, the
members of Nautilus Special GP will be appointed.
The address of the principal business and office of each of the
Nautilus Entities is c/o Credit Suisse First Boston Private Equity, Inc., Eleven
Madison Avenue, New York, New York 10010.
While the CSFB Entities, including MBP III LP, MPIII Inc. and the
entities listed below, disclaim beneficial ownership of the securities to which
this statement relates, as a result of the relationship of the CSFB Entities to,
and the pecuniary interest of the CSFB Entities in, Partners III as described
below, such entities may be deemed to beneficially own the securities to which
this statement relates.
Credit Suisse First Boston Private Equity, Inc., a Delaware
corporation ("CSFBPE"), is the sole stockholder of MPIII Inc. The address of the
principal business and office of CSFBPE is Eleven Madison Avenue, New York, New
York 10010.
Credit Suisse First Boston (USA), Inc., a Delaware corporation and
holding company ("CSFB-USA"), is the sole stockholder of CSFBPE. The address of
the principal business and office of CSFB-USA is Eleven Madison Avenue, New
York, New York 10010. In addition, CSFB-USA is the sole stockholder of Credit
Suisse First Boston Corporation ("CSFBC"), a Delaware corporation and registered
broker-dealer. The address of the principal business and office of CSFBC is
Eleven Madison Avenue, New York, New York 10010.
7
Credit Suisse First Boston, Inc., a Delaware corporation ("CSFBI"),
is the sole stockholder of CSFB-USA. The address of the principal business and
office of CSFBI is Eleven Madison Avenue, New York, New York 10010. The Bank
owns directly a majority of the voting stock and all of the non-voting stock of
CSFBI.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Schedule 13D is being filed by the Bank on
behalf of the CSFB Entities of the Credit Suisse First Boston business unit
(the "CSFB business unit"). The CSFB business unit is also comprised of an asset
management business ("Asset Management"). The CSFB Entities provide financial
advisory and capital raising services, sales and trading for users and suppliers
of capital around the world and invests in and manages private equity and
venture capital funds. Asset Management provides asset management and investment
advisory services to institutional, mutual fund and private investors worldwide.
The address of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland.
Credit Suisse Group, a corporation formed under the laws of
Switzerland ("CSG"), a global financial services company, comprised of the
Credit Suisse First Boston business unit and the Credit Suisse Financial
Services business unit, is the parent company of the Bank, and the direct owner
of the remainder of the voting stock of CSFBI. CSG's business address is
Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed
ultimately to control the Bank and the other CSFB Entities. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including
Asset Management and the Credit Suisse Financial Services business unit) may
beneficially own securities of the Company, and such securities are not reported
in this statement. CSG disclaims beneficial ownership of shares of Common Stock
beneficially owned by its direct and indirect subsidiaries, including the
Nautilus Entities and the CSFB Entities. The Nautilus Entities, the CSFB
Entities and the Bank disclaim beneficial ownership of shares of Common Stock
beneficially owned by CSG, Asset Management and the Credit Suisse Financial
Services business unit.
The name, business address, citizenship and title of each executive
officer or director of MPIII, Inc., CSFBPE, CSFB-USA, CSFBC and the CSFB
Entities that are corporations are set forth in Schedules A-1 through A-6
attached hereto, each of which is incorporated by reference.
Except as otherwise provided herein, during the past five (5) years,
neither any of the Reporting Persons nor, to the best knowledge of any of the
Reporting Persons, any person listed on the schedules hereto has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 United States
federal or state securities laws or finding any violation with respect to such
laws.
On January 22, 2002, CSFBC, without admitting or denying any alleged
violation, entered into coordinated settlements with NASD Regulation, Inc.
("NASDR") and the Securities and Exchange Commission ("SEC") resolving all
outstanding investigations of CSFBC into the allocation of shares in initial
public offerings ("IPOs"). CSFB-USA is the sole stockholder of CSFBC.
CSFBC consented to these settlements without admitting or denying any
of the allegations made in the SEC's Complaint or the Letter of Acceptance,
Waiver and Consent ("AWC") filed with the NASDR. The SEC and NASDR alleged that,
between April 1999 and June 2000, certain CSFBC employees allocated many shares
in IPOs to over 100 customers with whom they had improper profit-sharing
arrangements. The NASDR and SEC alleged that certain employees allocated "hot"
IPO shares to certain customers who paid the Firm a portion of the profits
(between 33 and 65 percent) that they made when they sold their IPO stock, by
paying inflated brokerage commissions on transactions unrelated to the IPO
shares.
8
Under the terms of the coordinated settlement:
o CSFBC paid a total of $100 million. This amount included $30
million in fines and civil penalties divided evenly between
the SEC and NASDR, and a total of $70 million in disgorgement,
$35 million of which was paid to the U.S. Treasury and $35
million of which was paid to the NASDR, representing the
monies obtained as a result of the conduct described by the
SEC and NASDR. The SEC determined in this case that it was
appropriate and in the public interest to pay funds to the
U.S. Treasury rather than to any third parties.
o CSFBC has adopted and is implementing revised policies and
procedures for allocating IPOs in its broker-dealer
operations. The SEC and NASD have reviewed these policies and
procedures. These included the establishment of an IPO
Allocation Review Committee, a process for the
pre-qualification of accounts before they are eligible to
receive IPO allocations, and enhanced supervisory procedures,
which may include the review of commissions paid by certain
accounts receiving allocations around the time of the IPO.
CSFBC also agreed to retain an independent consultant to
review the implementation of these policies and procedures one
year from the date of the settlement.
In the NASDR settlement, CSFBC, without admitting or denying any
findings, consented to a censure and findings that it violated NASD Rules 2110,
2330, 2710, 3010 and 3110. These Rules (a) require broker-dealers to adhere to
just and equitable principles of trade, (b) prohibit broker-dealers from sharing
in the profits of client accounts except as specifically provided, (c) require a
managing underwriter to file certain information that may have a bearing on the
NASDR's review of underwriting arrangements, (d) require members to establish,
maintain and enforce a reasonable supervisory system, and (e) require
broker-dealers to maintain certain books and records. The NASDR AWC also found
violations of Section 17(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and SEC Rule 17a-3, thereunder, which are incorporated by
NASD Rule 3110 and similarly impose certain record keeping requirements on CSFBC
as a broker-dealer. In the SEC settlement, CSFBC, without admitting or denying
the allegations of the Complaint, consented to entry by the District Court for
the District of Columbia of a final judgment that: (1) permanently enjoined
CSFBC, directly or indirectly, from violations of NASD Conduct Rules 2110 and
2330 and Section 17(a)(1) of the Exchange Act and SEC Rule 17a-3; and (2)
ordered CSFBC to comply with certain undertakings.
Neither the SEC nor NASDR made any allegations or findings of
fraudulent conduct by CSFBC. Further, neither the SEC nor NASDR alleged that any
IPO prospectus was rendered false or misleading by CSFBC's conduct or that this
conduct affected either the offering price of an IPO or the price at which any
IPO stock traded in the aftermarket.
On November 26, 1996, the SEC brought a civil action in federal court
in California against CS First Boston Corporation ("CS First Boston") and two
former employees of its public finance department relating to CS First Boston's
role as lead underwriter of a September 1994 Orange County pension obligation
bond ("POB") financing, which the county completed 10 weeks prior to its
bankruptcy. The SEC alleged that the Official Statement misrepresented and
omitted material facts about the Orange County Investment Pool, including the
Pool's investment strategy, the risks of that strategy and the Pool's investment
losses, and it sought to hold CS First Boston responsible for the alleged
omissions and misrepresentations. The complaint alleged violations of certain
anti-fraud provisions, including Section 17(a) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15B(c)(1) of the
Exchange Act, and MSRB Rule G-17. CS First Boston filed its answer to the
complaint on January 13, 1997, in which it denied all allegations of misconduct
and asserted twelve affirmative defenses.
On January 29, 1998, the lawsuit was dismissed with prejudice, upon
the consent of the SEC, CS First Boston and the individual defendants, as part
of an out-of-court settlement of this matter. Also pursuant to that settlement,
CS First Boston and the individual defendants, without admitting or denying
9
liability, consented to the entry of a SEC administrative order finding
negligence-based violations of Sections 17(a)(2) and (a)(3) of the Securities
Act and MSRB Rule G-17. CS First Boston and the two individuals agreed to pay
monetary penalties of $800,000, $35,000 and $35,000 respectively. The SEC
administrative order contained no allegation or finding of any fraudulent,
intentional or reckless misconduct by CS First Boston or any of its current or
former employees.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Pursuant to the Company Stock Purchase Agreement (as defined in Item
4 below) Nautilus has agreed to purchase an aggregate of 8,333,333 shares of
Common Stock for an aggregate purchase price of $66,666,664.
Additionally, pursuant to the Loomis Securities Purchase Agreement
(as defined in Item 4 below), Nautilus has agreed to purchase (i) up to
3,504,081 shares of Common Stock for a purchase price of $28,032,648 and (ii)
Warrants (as defined in Item 6 below) to purchase up to 120,345 shares of Common
Stock for a purchase price of $696,006.09.
The general and limited partners of Nautilus will contribute the
funds necessary to purchase shares of Common Stock and Warrants pursuant to the
Purchase Agreements.
None of the Nautilus Entities intends to borrow any funds in
connection with the purchase of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Nautilus, C/R Marine Domestic Partnership, L.P., a Delaware limited
partnership ("C/R U.S."), C/R Marine Non-U.S. Partnership, L.P., a Delaware
limited partnership ("C/R Int'l"), C/R Marine Coinvestment, L.P., a Delaware
limited partnership ("C/R Coinvestment"), C/R Marine Coinvestment II, L.P., a
Delaware limited partnership ("C/R Coinvestment II" and, together with C/R U.S.,
C/R Int'l and C/R Coinvestment, the "C/R Purchasers") and the Company have
entered into a Stock Purchase Agreement, dated as of June 13, 2002 (the "Company
Stock Purchase Agreement"), which provides that the C/R Purchasers and Nautilus,
subject to certain closing conditions contained therein, will purchase an
aggregate of 4,166,667 and 8,333,333 shares, respectively, of Common Stock for
an aggregate purchase price of $33,333,336 and $66,666,664, respectively.
Additionally, the C/R Purchasers, Nautilus and Loomis, Sayles &
Company, L.P., a Delaware limited partnership ("Loomis Sayles"), have entered
into a Securities Purchase Agreement, dated as of June 13, 2002 (the "Loomis
Securities Purchase Agreement" and, together with the Company Stock Purchase
Agreement, the "Purchase Agreements"), which provides that the C/R Purchasers
and Nautilus, subject to certain closing conditions contained therein, will
purchase (i) an aggregate of up to 1,752,041 and 3,504,081 shares, respectively,
of Common Stock for an aggregate purchase price of $14,016,328 and $28,032,648,
respectively, and (ii) Warrants to purchase up to an aggregate of 60,172 and
120,345 shares, respectively, of Common Stock for an aggregate purchase price of
$348,003.04 and $696,006.09, respectively.
Nautilus entered into the Purchase Agreements in order to acquire an
interest in the Company for investment purposes. The Nautilus Entities intend to
review continuously their position in the Company. Depending upon further
evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and stock market conditions, the Nautilus Entities may retain or from
time to time increase their holdings or dispose of all or a portion of their
holdings subject to any applicable legal and contractual restrictions on their
ability to do so in privately negotiated transactions, open market purchases or
otherwise. The Nautilus Entities also intend to actively participate in the
management of the Company through representation on the Board of Directors.
Pursuant to a Stockholders Agreement (as defined in Item 6 below) to be entered
into by and among the Company, Nautilus, the C/R Purchasers and a management
10
stockholder, Nautilus and certain of the C/R Purchasers will agree to vote their
shares to ensure that the Board of Directors will consist of ten members and
will include four directors designated by Nautilus and two directors designated
by certain of the C/R Purchasers.
As part of the transactions contemplated by the Company Stock
Purchase Agreement, the Company will amend its certificate of incorporation, to,
among others things, add certain protections for minority stockholders.
In addition, the matters set forth in Item 6 below are incorporated
in this Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described
in Item 6 below which are incorporated in this Item 4 by reference), the
Reporting Persons have no present plans or proposals that relate to or that
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of July 11, 2002, neither the Reporting Persons nor any
C/R Purchasers nor C/R Marine GP Corp., the general partner of each of the C/R
Purchasers ("C/R Marine GP" and, together with the C/R Purchasers, the "C/R
Entities") was the holder of record of any shares of Common Stock or Warrants,
except for CSFBC which is the record owner of warrants to purchase 1,411 shares
of Common Stock.
On July 9, 2002, the Company filed its preliminary proxy statement
seeking stockholder approval of the share issuance to Nautilus and the C/R
Purchasers and approval of the amendment to its certificate of incorporation
with the SEC and early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended ("HSR Act") was
granted.
In addition to the warrants listed above, the transactions
contemplated by the Purchase Agreements are consummated, each Reporting Person
and each C/R Entity may then be deemed to beneficially own the following:
NUMBER OF SHARES % OF EQUITY
OF COMMON TOTAL NUMBER OF OWNERSHIP
STOCK ISSUABLE SHARES OF COMMON (ASSUMING
NUMBER OF SHARES UPON EXERCISE OF STOCK (ASSUMING EXERCISE OF
NAME OF COMMON STOCK WARRANTS EXERCISE OF WARRANTS) WARRANTS)
---- --------------- -------- --------------------- ---------
Nautilus Entities (1).............. 11,837,414 120,345 11,957,759 51.3%
CSFB Entities (2).................. -- 1,411 -- n/a
C/R U.S.(3)........................ 1,204,051 12,241 1,216,292 5.2%
C/R Int'l(3)....................... 3,711,670 37,735 3,749,405 16.1%
C/R Coinvestment(3)................ 506,635 5,150 511,785 2.2%
C/R Coinvestment II(3)............. 496,352 5,046 501,398 2.2%
C/R GP(4).......................... 5,918,708 60,172 5,978,880 25.7%
---------------------------
(1) The numbers in the above table represents the shares of Common
Stock and Warrants that may be purchased by Nautilus pursuant to the Purchase
Agreements. Such numbers may decrease to the extent that Loomis Sayles can no
longer cause such shares and Warrants to be sold to Nautilus. See Item 6 for a
description of the Loomis Securities Purchase Agreement. Each of the Nautilus
Entities will have shared voting and dispositive power with respect to the
shares of Common Stock held by Nautilus. However, the partnership agreements of
each of Nautilus, Nautilus Intermediary, and Partners III grants, directly or
indirectly, the ultimate voting and dispositive power with respect to the shares
of Common Stock held by Nautilus to Nautilus Special GP. While the CSFB
Entities, including MBP III LP, MPIII Inc. and the entities listed below,
disclaim beneficial ownership of the securities to which this statement relates,
as a result of the relationship of the CSFB Entities to, and the pecuniary
interest of the CSFB Entities in, Partners III, as described in Item 2 above,
11
under the Exchange Act such entities may be deemed to beneficially own the
securities to which this statement relates. CSG, for purposes of the federal
securities laws, may be deemed ultimately to control the Bank and the other CSFB
Entities. CSG, its executive officers and directors, and its direct and indirect
subsidiaries (including Asset Management and the Credit Suisse Financial
Services business unit) may beneficially own shares of Common Stock and such
securities are not reported in this statement. CSG disclaims beneficial
ownership of the securities to which this statement relates that are
beneficially owned by its direct and indirect subsidiaries, including the
Nautilus Entities and the CSFB Entities. The Nautilus Entities and the CSFB
Entities disclaim beneficial ownership of shares of Common Stock beneficially
owned by CSG, Asset Management and the Credit Suisse Financial Services business
unit. The Reporting Persons may be considered a group together with the C/R
Entities and therefore be deemed to beneficially own the shares beneficially
owned by the C/R Entities, but no Reporting Person affirms the existence of any
such group. The Reporting Persons disclaim any such beneficial ownership.
(2) These numbers represent warrants held by CSFBC. The Nautilus
Entities disclaim beneficial ownership of such warrants and the shares of Common
Stock issuable upon the exercise of such warrants owned by CSFBC.
(3) The numbers in the above table may decrease to the extent that
Loomis Sayles can no longer cause such shares to be sold to the C/R Purchasers.
See Item 6 for a description of the Loomis Securities Purchase Agreement. The
following information has been obtained from the C/R Entities: Each of the C/R
Purchasers will have shared power to dispose or direct the disposition of the
shares of Common Stock and Warrants which it would hold directly or the shares
of Common Stock issuable upon exercise of such Warrants. Each of the C/R
Purchasers will have shared power to vote or direct the vote of such shares of
Common Stock, but will not have the power to vote or direct the vote of any of
the shares of Common Stock which it would own upon exercise of such Warrants
prior to the receipt of such shares of Common Stock upon exercise of such
Warrants. The C/R Entities may be deemed to be acting as a group in relation to
their respective holdings in the Company but do not affirm the existence of any
such group. Each of the C/R Entities disclaims beneficial ownership of any
shares of Common Stock owned by any other C/R Entity.
(4) The numbers in the above table may decrease to the extent that
Loomis Sayles can no longer cause such shares to be sold to the C/R Purchasers.
See Item 6 for a description of the Loomis Securities Purchase Agreement. The
following information has been obtained from the C/R Entities: C/R GP is the
sole general partner of each of the C/R Purchasers and exercises investment
discretion and control over the shares of Common Stock held by each of the C/R
Purchasers. Hence, in such capacity, C/R GP may be deemed to have power to
dispose and direct the disposition of the shares of Common Stock and Warrants
that each of the C/R Purchasers would hold, and shares of Common Stock which
each of the C/R Purchasers would hold upon exercise of such Warrants. William E.
Conway, Jr., Daniel A. D'Aniello, David M. Rubenstein, Pierre F. Lapeyre, Jr.,
David M. Leuschen and Jim H. Derryberry, as the sole stockholders of C/R GP, may
be deemed to share beneficial ownership of the shares shown as beneficially
owned by the C/R Entities. Such persons disclaim any such beneficial ownership.
All calculations made herein are made in accordance with Rule
13d-3(d), promulgated under the Securities Exchange Act of 1934, as amended, and
based on the shares of Common Stock outstanding as of July 3, 2002, as reported
by the Company in its preliminary proxy statement, filed as of July 9, 2002.
(c) None of the Reporting Persons has effected any transactions in
shares of Common Stock during the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock held of record by Nautilus and beneficially owned as
described in paragraphs (a) and (b) above is governed by the organizational
documents of each such entity, and such dividends or proceeds may be distributed
with respect to numerous general and limited partnership interests.
12
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Upon the terms and conditions set forth in the Company Stock Purchase
Agreement, the Loomis Securities Purchase Agreement, the Term Sheet for the
Stockholders' Agreement (the "Stockholders' Agreement Term Sheet") and the Fee
Letter (the "Fee Letter") (attached hereto as Exhibit 1, Exhibit 2, Exhibit 3
and Exhibit 4 respectively, and incorporated herein by reference), Nautilus and
the C/R Purchasers will purchase the shares of Common Stock covered by this
statement.
Company Stock Purchase Agreement
The following description of the Company Stock Purchase Agreement is
a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Company Stock Purchase Agreement.
Pursuant to the Company Stock Purchase Agreement, the Company has
agreed to sell to Nautilus and the C/R Purchasers, and the Nautilus and the C/R
Purchasers have agreed to purchase from the Company, a 8,333,333 and an
aggregate of 4,166,667, respectively, shares of Common Stock for a price of
$8.00 per share and an aggregate purchase price of $66,666,664 and $33,333,336
respectively.
The sale and purchase of the Common Stock (the "Closing") will take
place upon the satisfaction of certain conditions set forth in the Company Stock
Purchase Agreement, including, without limitation, obtaining a ruling from the
United States Coast Guard that following the transactions contemplated by the
Purchase Agreements, the Company will not fail to meet the requirements of
Section 2 of the Shipping Act, 1916, as amended, for ownership and operation of
vessels in the United States coastwise trade, obtaining the approval of the
stockholders of the Company, and the expiration of waiting periods under the HSR
Act.
Under the terms of the Company Stock Purchase Agreement, the Company
is obligated to seek and obtain the approval of the holders of the Common Stock,
at a meeting of its stockholders, (i) to issue the shares of Common Stock to be
purchased by Nautilus and the C/R Purchasers pursuant to the Company Stock
Purchase Agreement, and (ii) to adopt an amendment to the certificate of
incorporation, which amendment, among other things, would increase the number of
authorized shares of Common Stock from 20,000,000 to 40,000,000 and eliminate
the classification of the Company's Board of Directors. Pursuant to the Company
Stock Purchase Agreement, the Board of Directors of the Company is obligated to
recommend such approvals.
The Company has also agreed to pay the expenses of Nautilus and the
C/R Purchasers incurred since January 1, 2002 in certain circumstances,
including the successful consummation of the transactions contemplated by the
Company Stock Purchase Agreement.
In the event that the transactions contemplated by the Company Stock
Purchase Agreement are not consummated as a result of a breach by the Company of
certain of its obligations thereunder or if the Board of Directors of the
Company accepts an unsolicited proposal by a third party and thereafter
terminates the Company Stock Purchase Agreement, then the Company is obligated
to pay to Nautilus and the C/R Purchasers a termination fee of $6,000,000,
collectively. In addition, the Company will be obligated to pay their expenses
only up to $2,000,000, collectively.
Upon the Closing, the Company, Nautilus and the C/R Purchasers will
enter into a Stockholders' Agreement on the terms set forth in the Stockholders'
Agreement Term Sheet, which is described below.
13
Loomis Securities Purchase Agreement
The following description of the Loomis Securities Purchase Agreement
is a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Loomis Securities Purchase Agreement.
Pursuant to the Loomis Securities Purchase Agreement, Loomis Sayles
has agreed to sell to Nautilus and the C/R Purchasers, and Nautilus and the C/R
Purchasers have agreed to purchase from Loomis Sayles, a total of up to
5,256,122 shares of Common Stock for a price of $8.00 per share; up to 49,915
Class A Common Stock Purchase Warrants for a price of $.01 per warrant, with one
Class A Common Stock Purchase Warrant being exercisable for one share of Common
Stock at an exercise price of $38.49; and up to 130,602 Common Stock Purchase
Warrants for a price of $7.99 per warrant, with one Common Stock Purchase
warrant being exercisable for one share of Common Stock at an exercise price of
$0.01 (collectively, the "Warrants").
The sale and purchase of the Common Stock and the Warrants (the
"Loomis Closing") will take place upon the satisfaction of certain conditions
set forth in the Loomis Securities Purchase Agreement.
Under the terms of the Loomis Securities Purchase Agreement, Loomis
Sayles is obligated to Cause (as defined therein) the shares of Common Stock
controlled by it to be voted in favor of the (i) to issuance of the shares of
Common Stock to be purchased by Nautilus and the C/R Purchasers pursuant to the
Company Stock Purchase Agreement, and (ii) the adoption of the amendment to the
certificate of incorporation.
Stockholders' Agreement Term Sheet
The following description of the Stockholders' Agreement Term Sheet
is a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Stockholders' Agreement Term Sheet.
The Company Stock Purchase Agreement requires as a condition to the
consummation of the transactions described herein that upon the Closing, the
Company, Nautilus and the C/R Purchasers and certain management stockholders
enter into a Stockholders' Agreement (the "Stockholders' Agreement") based on
the terms set forth in the Stockholders' Agreement Term Sheet. Under the terms
of the Stockholders' Agreement Term Sheet, the Stockholders' Agreement shall
provide Nautilus and the C/R Purchasers with the following rights, among others:
(i) representation on the Company's Board of Directors, specifically, four
directors to be designated by Nautilus and two directors to be designated by one
of the C/R Purchasers; (ii) demand registration rights; (iii) piggyback
registration rights; (iv) rights of first refusal in connection with any
proposed transfer of Common Stock to a third party by the other parties to the
Stockholders' Agreement; (v) tag-along rights to participate in sales of common
stock by the other parties to the Stockholders' Agreement; and (vi) preemptive
rights to purchase their pro rata portion of new securities issued by the
Company. Transfers of Common Stock held by the parties to the Stockholders'
Agreement will be restricted. The Stockholders' Agreement will provide that the
Company may not grant additional registration rights to any other person or
entity, and will cause all registration rights agreements to which it is
currently a party to be terminated.
Fee Letter
The following description of the Fee Letter is a summary thereof and
does not purport to be complete and is qualified in its entirety by reference to
the Fee Letter.
Upon the Closing, the Company shall pay a fee to Carlyle/Riverstone
Energy Partners, L.P. in an amount of $1,000,000. Upon the Closing, the Company
shall pay a fee to CSFBC in an amount of $2,000,000.
Except for the agreements described above or in the response to Item
4, to the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
14
persons named in Item 2, and between such persons and any person with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Finder's Fee
Upon the consummation of the transactions contemplated by the Company
Stock Purchase Agreement, Partners III has agreed to pay a consulting fee of
$500,000 to an individual private investor.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Purchase Agreement dated as of June 13, 2002, by and
among Seabulk International, Inc. and Nautilus and the C/R Purchasers.
Exhibit 2: Securities Purchase Agreement dated as of June 13, 2002,
by and among Loomis, Sayles & Company, L.P. and Nautilus and the C/R Purchasers.
Exhibit 3: Term Sheet for the Stockholders' Agreement.
Exhibit 4: Fee Letter dated June 13, 2002, by and among Seabulk
International, Inc., C/R Energy Partners, L.P. and CSFBC.
Exhibit 5: Joint Filing Agreement, dated as of July 15, 2002.
15
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2002
Nautilus Acquisition, L.P.
By: Nautilus Intermediary, L.P.,
its General Partner
By: /s/ Ari Benacerraf
------------------------------------
Name: Ari Benacerraf
Title: Authorized Signatory
16
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2002
Nautilus Intermediary, L.P.
By: /s/ Ari Benacerraf
--------------------------------------
Name: Ari Benacerraf
Title: Authorized Signatory
17
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2002
DLJ Merchant Banking Partners III, L.P.
By: DLJ Merchant Banking III, Inc.,
as Managing General Partner
By: /s/ Michael Isikow
---------------------------------------
Name: Michael Isikow
Title: Principal
18
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2002
Nautilus GP, LLC
By: /a/ Michael Isikow
-----------------------------------
Name: Michael Isikow
Title: Authorized Signatory
19
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2002
CREDIT SUISSE FIRST BOSTON
INVESTMENT BANKING BUSINESS OF
THE CREDIT SUISSE FIRST BOSTON
BUSINESS UNIT
By: /s/ Ivy B. Dodes
----------------------------------------
Name: Ivy B. Dodes
Title: Managing Director
20
SCHEDULE A-1
EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ MERCHANT BANKING III, INC.
The following sets forth the name, business address, present
principal occupation and citizenship of each executive officer of the DLJ
Merchant Banking III, Inc. The business address of the Reporting Person is
Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Lawrence M.v.D. Schloss Eleven Madison Avenue Chairman United States
New York, NY 10010 USA
Nicole Arnaboldi Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Thompson Dean Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Hamiton E. James Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Peter T. Grauer Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Andrew H. Rush Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Carlos Garcia Eleven Madison Avenue Managing Director Argentina
New York, NY 10010 USA
Reid S. Perper Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
James A. Quella Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Hartley Rogers Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Susan Schnabel Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
David Wittels Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
21
SCHEDULE A-2
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON PRIVATE EQUITY, INC.
The following sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston Private Equity, Inc. The business address of Credit
Suisse First Boston Private Equity, Inc. is Eleven Madison Avenue, New York, New
York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Hamilton E. James Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Lawrence M.v.D. Schloss Eleven Madison Avenue Board Member and Chief Executive Officer United States
New York, NY 10010 USA
George R. Horning Eleven Madison Avenue Chief Operating Officer United States
New York, NY 10010 USA
Kenneth J. Lohsen Eleven Madison Avenue Controller United States
New York, NY 10010 USA
Edward A. Poletti Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010 USA
Nicole S. Arnaboldi Eleven Madison Avenue Chief Operations Officer - Funds Management United States
New York, NY 10010 USA
22
SCHEDULE A-3
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON (USA), INC.
The following sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston (USA), Inc. The business address of Credit Suisse
First Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer and United States
New York, NY 10010 USA Board Member
Stephen R. Volk Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Board Member and Head of Finance & Risk United States
New York, NY 10010 USA
Adebayo O. Oguniesi Eleven Madison Avenue Board Member, Managing Director and Nigeria
New York, NY 10010 USA Head Global Investment Banking
Hamilton E. James Eleven Madison Avenue Board Member and Chair of Global United States
New York, NY 10010 USA Investment Banking & Private Equity
Eileen K. Murray Eleven Madison Avenue Board Member and Managing Director United States
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Head of the Securities Division and United States
New York, NY 10010 USA Board Member
Jeffrey M. Peek Eleven Madison Avenue Board Member and Managing Director, United States
New York, NY 10010 USA Head of Financial Services Division
Andrew B. Federbusch Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Head of Strategic Risk Management United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Financial and Accounting Officer United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
23
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Luther L. Terry, Jr. Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Moskowitz Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
24
SCHEDULE A-4
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON, INC.
The following sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston, Inc. The business address of Credit Suisse First
Boston, Inc. is Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer and United States
New York, NY 10010 USA Board Member
Stephen R. Volk Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Chief Financial Officer and Board Member United States
New York, NY 10010 USA
Adebayo O. Oguniesi Eleven Madison Avenue Managing Director Nigeria
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Accounting Officer and Controller United States
New York, NY 10010 USA
David C. O'Leary Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
Hamilton E. James Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Jeffrey H. Salzman Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Lewis H. Wirshba Eleven Madison Avenue Managing Director and Treasurer United States
New York, NY 10010 USA
25
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Neil Moskowitz Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Robert C. O'Brien Eleven Madison Avenue Managing Director and Chief Credit United States
New York, NY 10010 USA Officer
Eileen K. Murray Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
26
SCHEDULE A-5
EXECUTIVE OFFICERS AND DIRECTORS OF
THE CREDIT SUISSE FIRST BOSTON CORPORATION
The following sets forth the name, business address, present
principal occupation and citizenship of each executive officer of the Credit
Suisse First Boston Corporation. The business address of the Reporting Person is
Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer, Board Member United States
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Financial Officer and Board Member United States
New York, NY 10010 USA
Richard F. Brueckner Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Michael J. Campbell Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Hamilton E. James Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Robert C. O'Brien Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
27
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Frank J. DeCongelio Eleven Madison Avenue Head of Operations United States
New York, NY 10010 USA
Lewis H. Wirshba Eleven Madison Avenue Treasurer United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
28
SCHEDULE A-6
EXECUTIVE OFFICERS OF
THE CSFB ENTITIES
The following sets forth the name, business address, present
principal occupation and citizenship of each executive officer of the CSFB
Entities. The business address of the Reporting Person is Eleven Madison Avenue,
New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue Chief Executive Officer, Chairman United States
New York, NY 10010 USA
Christopher Carter Eleven Madison Avenue Chairman of Europe Great Britain
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Head of Securities Division United States
New York, NY 10010 USA
Hamiton E. James Eleven Madison Avenue Chairman Global Investment Banking and Private United States
New York, NY 10010 USA Equity
Stephen R. Volk Eleven Madison Avenue Chairman of CSFB United States
New York, NY 10010 USA
Thomas R. Nides Eleven Madison Avenue Chief Administrative Officer United States
New York, NY 10010 USA
Hector W. Sants Eleven Madison Avenue Chief Executive of Europe Great Britain
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010 USA
Adebayo Ogunlesi Eleven Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010 USA
Eileen K. Murray Eleven Madison Avenue Head of IT and Operations United States
New York, NY 10010 USA
29
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Brian Finn Eleven Madison Avenue Member of CSFB Office of the Chairman United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Global General Counsel United States
New York, NY 10010 USA
30