General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 12 52K
2: EX-1 Joint Filing Agreement 1 7K
3: EX-3 Amendment to Securities Purchase Agrmt. Dated as 8 23K
of June 28, 1999
4: EX-4 Stockholder's Agreement Dated as of June 29, 1999 33 80K
5: EX-5 Assignment and Assumption Agreement 11 27K
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 AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Wyndham International, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value per share
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(Title of Class of Securities)
983101 10 6
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(CUSIP Number)
Robert L. Adler, Esq.
Munger, Tolles and Olson LLP
355 S. Grand Avenue
Los Angeles, California 90071
(213) 683-9100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1999
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [_]
13D
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CUSIP NO. 983101 60 1 PAGE 2 OF __ PAGES
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NAMES OF REPORTING PERSONS: CKE Associates, LLC
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 95-4610223
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS* AF
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7 0 (see Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 10,000 (see Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 10,000 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 10,000 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
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TYPE OF REPORTING PERSON*
14 OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
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CUSIP NO. 983101 60 1 PAGE 3 OF __ PAGES
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NAMES OF REPORTING PERSONS: The Michael and Judy Ovitz Revocable Trust
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 04-3159375
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS* N/A
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 California
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SOLE VOTING POWER
7 0 (see Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 10,000 (see Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0 (see Item 5)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 10,000 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 10,000 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
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TYPE OF REPORTING PERSON*
14 OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
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CUSIP NO. 983101 60 1 PAGE 4 OF __ PAGES
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NAMES OF REPORTING PERSONS: The Ovitz Family Limited Partnership
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 95-4547742
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS* N/A
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 California
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SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 10,000 (see Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 10,000 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 10,000 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
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TYPE OF REPORTING PERSON*
14 PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
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CUSIP NO. 983101 60 1 PAGE 5 OF __ PAGES
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NAMES OF REPORTING PERSONS: Michael S. Ovitz
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS* N/A
4
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 10,000 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 10,000 (see Item 5)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 10,000 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
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TYPE OF REPORTING PERSON*
14 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
Class A Common Stock, $0.01 par value per share (the "Shares"), of Wyndham
International, Inc., a Delaware corporation ("Wyndham"). The principal
executive offices of Wyndham are located at 1950 Stemmons Freeway, Suite 6001,
Dallas, Texas 75207.
Item 2. Identity and Background.
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(a)-(c), (f). This statement is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"): (1) CKE Associates
LLC, a California limited liability company ("CKE"); (2) The Ovitz Family
Limited Partnership, a California Limited Partnership ("OFLP"); (3) The Michael
and Judy Ovitz Revocable Trust, a California Trust ("Ovitz Trust"); (4) Michael
S. Ovitz, a United States citizen.
Neither the present filing nor anything contained herein shall be
construed as an admission that any Reporting Person constitutes a "person" for
any purpose other than Section 13(d) of the Securities Exchange Act of 1934.
The business address of CKE, OFLP, the Ovitz Trust and Ovitz is c/o
Dreyer, Edmonds & Associates, 355 South Grand Avenue, Suite 4150, Los Angeles,
CA 90071.
CKE is principally engaged in the business of investment in
securities. The managing member of CKE is OFLP. OFLP is principally engaged in
the business of investment in securities. The Ovitz Trust is the general
partner of OFLP. The Ovitz Trust, of which Ovitz and Judy L. Ovitz, spouse of
Ovitz at the same business address, are trustees, is a grantor revocable trust
established for estate planning purposes which serves a general partner of OFLP.
Ovitz's principal occupation is private investor.
(d) and (e). None of the Reporting Persons or any of their directors
or officers has been convicted in a criminal proceeding during the past five
years (excluding traffic violations and similar misdemeanors).
None of the Reporting Persons or any of their directors or officers
has been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which it 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.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to a Securities Purchase Agreement, dated as of February 18,
1999 and amended as of June 28, 1999 (the "Securities Purchase Agreement"), by
and among Wyndham, Patriot American Hospitality, Inc. ("Patriot"), Patriot
American Hospitality Partnership, L.P. ("Patriot OP"), Wyndham International
Operating Partnership, L.P. and certain investors, (the "Original Investors"),
the Original Investors were entitled, subject to compliance with the terms and
conditions set forth therein, to purchase 10,000,000 shares of Series B
Convertible Preferred Stock, $0.01 per share (the "Series B Preferred Stock"),
of Wyndham for aggregate consideration of $1,000,000,000. Certain of the
Original Investors subsequently entered into Assignment and Assumption
Agreements (the "Assignments") with certain other Investors, including CKE and
others who are parties to the Stockholders' Agreement described below
(collectively, the "Co-Investors" and, together with the Original Investors, the
"Investors"), pursuant to which such
Original Investors assigned to the Co-Investors their right to purchase certain
of the shares of Series B Preferred Stock that such Original Investors were
entitled to purchase under the Securities Purchase Agreement.
Pursuant to the Securities Purchase Agreement and the Assignments, CKE
purchased an aggregate of 10,000 shares of Series B Preferred Stock for an
aggregate cash purchase price of $1,000,000.
CKE obtained funds to make the purchase described herein through
capital contributions from its members. Such contributions were made from
personal funds of Mr. Ovitz.
Item 4. Purpose of Transactions.
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The Reporting Persons have purchased the Series B Preferred Stock for
general investment purposes and retain the right to change their investment
intent. Subject to market conditions and other factors, including the
restrictive provisions of the Securities Purchase Agreement and the
Stockholders' Agreement described below, the Reporting Persons may acquire or
dispose of securities of Wyndham from time to time in future open-market,
privately negotiated or other transactions. Such acquisitions could include
purchases pursuant to the Rights Offering (as defined below) or pursuant to the
exercise of preemptive rights as described below. In addition, the Reporting
Persons may maintain various credit facilities and arrangements, including
customary margin arrangements, with banks and other financial institutions in
the ordinary course of business and in connection therewith provide to the
lenders as collateral thereunder the shares of Series B Preferred Stock
purchased by them or other securities of Wyndham held by them.
The Series B Preferred Stock is convertible, at the option of the
holder, into shares of Wyndham Class B Common Stock, par value $0.01 per share
(the "Class B Common Stock"), which in turn is convertible on a one for one
basis into the Shares. For each share of Series B Preferred Stock converted
into Class B Common Stock, the holder is entitled to receive that number of
shares of Class B Common Stock equal to $100.00 divided by the conversion price
of the Series B Preferred Stock, which is currently $8.59 per share, subject to
adjustment, in addition to accrued but unpaid dividends. Each share of the
Series B Preferred Stock may also be converted into one share of Series A
Convertible Preferred Stock, $0.01 par value per share (the "Series A Preferred
Stock"), of Wyndham and, other than certain permitted transfers under the
Securities Purchase Agreement, is mandatorily converted into one share of Series
A Preferred Stock if it is transferred to unaffiliated transferees. The Series
A Preferred Stock will be convertible into Shares at the same conversion rate
from time to time in effect at which the Series B Preferred Stock is convertible
into shares of Class B Common Stock.
Both the Series A Preferred Stock and the Series B Preferred Stock
will pay quarterly dividends at the rate per annum of 9.75% of the stated amount
thereof, with a portion paid in cash and a portion paid in additional shares of
Series A Preferred Stock or Series B Preferred Stock, respectively. The Series
A Preferred Stock will vote on an as converted basis with the Shares on matters
submitted to the holders of the Shares and the Series B Preferred Stock will
vote as a separate class on certain specified matters, including specified
"change of control" events occurring prior to June 30, 2005. The terms of the
Series A Preferred Stock are otherwise identical to the terms of the Series B
Preferred Stock, except that the Series A Preferred Stock will not have voting
rights, except as required by law or as necessary to permit its listing.
Under the terms of the Securities Purchase Agreement and the
Certificate of Designation for the Series B Preferred Stock (the "Certificate of
Designation"), during the 170-day
period following the closing of the transactions contemplated by the Securities
Purchase Agreement, which occurred on June 30, 1999, Wyndham has the right to
redeem on a pro rata basis up to 3,000,000 of the 10,000,000 shares of Series B
Preferred Stock currently held by the Investors with the proceeds of (i) a
rights offering in which the holders of Wyndham's common stock and Patriot OP's
limited partnership interests may purchase for cash up to 3,000,000 shares of
Series A Preferred Stock (the "Rights Offering") and/or (ii) the sale of
specified assets of Wyndham in excess of a fixed price at or prior to the
closing of the Rights Offering, in each case at a redemption price of 102% of
the stated amount of $100 per share, plus accrued but unpaid dividends to the
redemption date.
Under the terms of the restated certificate of incorporation of
Wyndham (the "Restated Certificate"), on June 30, 1999, the Board of Directors
of Wyndham (the "Board") was reconstituted to consist of 19 directors, including
eight Class A directors designated by the Board as it existed prior to being
reconstituted (the "Prior Board"), eight Class B directors designated by the
Investors and three Class C directors mutually designated by the existing Board
of Directors and the Investors. The Board is further classified by term of
office into three classes of directors, each serving a staggered term of three
years, until the annual meeting of Wyndham's stockholders in 2002.
The number of Class B directors that the Investors are entitled to
designate will decrease from seven to zero based on certain specified beneficial
ownership percentages of Wyndham Common Stock as more fully set forth in the
Restated Certificate.
The Securities Purchase Agreement provides that until the June 30,
2004, so long as the Investors collectively own more than 15% of the fully
diluted Wyndham common stock, in the event that Wyndham proposes to sell Wyndham
common stock or securities convertible into Wyndham common stock (other than in
the Rights Offering or during the six month period following June 30, 1999),
each of the Investors will have the right to purchase a portion of the
securities proposed to be sold equal to its percentage ownership of Wyndham's
outstanding securities. To the extent that one or more of the Investors does not
exercise its purchase rights in full, the unexercised portion of the Investor's
purchase rights will be allocated pro rata to the other Investors.
The Securities Purchase Agreement also provides that, during the six
year period following June 30, 1999, the Investors will not (i) acquire any
shares of Wyndham common stock or securities convertible for Wyndham common
stock, unless the securities are acquired (a) directly from Wyndham in a
transaction approved by a majority of the Class A and Class C directors, (b) as
a dividend on the Series B Preferred Stock or upon conversion of the Series B
Preferred Stock, (c) as part of Wyndham's sale of Series A Preferred Stock or
upon conversion of the Series A Preferred Stock, (d) by an affiliate of any
Investor over whom the Investor does not control voting decisions or hold over
50% of the outstanding voting securities, (e) as non-voting preferred stock of
Wyndham, (f) in the ordinary course of the Investor's market-making activities
or as investment adviser or broker-dealer or (g) by an employee, partner or
stockholder of an Investor for his individual account if the individual does not
acquire beneficial ownership of over 100,000 shares of Wyndham common stock; or
(ii) make any public announcement or proposal or solicitation of proxies
concerning any business combination, extraordinary transaction, restructuring or
recapitalization involving Wyndham or any affiliate of Wyndham or propose to
seek representation on the Board or seek to control or influence management, the
Board or policies of Wyndham or an affiliate of Wyndham.
As contemplated by the Securities Purchase Agreement, the Board has
adopted a shareholder rights plan (the "Rights Plan") under which rights
distributed to Wyndham's stockholders will become exercisable in the event a
third party (other than a "Grandfathered Person") acquires beneficial ownership
of at least 10% of the outstanding shares of Wyndham common stock.
Each Investor will be a "Grandfathered Person" for so long as it complies with
the standstill provisions of the Securities Purchase Agreement described above.
On June 29, 1999, the Investors entered into a Stockholders' Agreement
(the "Stockholders' Agreement"), pursuant to which each of (i) Apollo Management
and Apollo Real Estate Management (collectively, the "Apollo Stockholder") and
(ii) THL Advisors (together with the Apollo Stockholder, the "Lead
Stockholders") will have the right, for so long as the Investors are entitled to
designate eight Class B directors to the Board, to designate four directors to
the Board. At such time as the Investors are entitled to designate fewer than
eight Class B directors, the right to designate will be allocated as between the
Apollo Stockholder and the THL Advisors based on a specified formula. For so
long as the Stockholders' Agreement is in effect, each of the Investors has
agreed to vote its Shares and Series B Preferred Stock in favor of each of the
director nominees of the Lead Stockholders.
The Stockholders' Agreement provides that, for a five year period from
June 29, 1999, no Investor may offer, sell or otherwise dispose of its shares of
Series B Preferred Stock without the consent of each of the Lead Stockholders,
except for (i) transfers to affiliated transferees, (ii) transfers of shares
pursuant to the registration rights, tag along rights or drag along provisions
described below, (iii) bona fide pledges of shares to a bank, financial
institution or other lender and (iv) certain other permitted transfers, subject
in case of certain of these transfers to the transferee agreeing to be bound by
the provisions of the Stockholders' Agreement. The Stockholders' Agreement does
provide, however, for certain "tag-along rights" and "drag-along rights" in
favor of non-transferring stockholders with respect to proposed transfers of
securities.
The Securities Purchase Agreement, the Assignment and the
Stockholders' Agreement described are filed as exhibits to this Schedule 13D and
are incorporated herein by reference. The Certificate of Designation, the
Restated Certificate and the Rights Plan have been filed as exhibits to filings
by Wyndham with the Securities and Exchange Commission. The foregoing
descriptions of such agreements are not intended to be complete and are
qualified in their entirety by reference to such exhibits.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b). By virtue of the Stockholders' Agreement and the
relationships described herein, the Investors may be deemed to constitute a
"group" within the meaning of Rule 13d-5(b) under the Exchange Act. As of the
date hereof, to the knowledge of the Reporting Persons, the Investors
collectively own an aggregate of 116,414,435 Shares (or 41.2% of the Shares
outstanding at July 9, 1999, based on information provided by Wyndham, assuming
conversion of the Series B Preferred Stock (the "Outstanding Shares")). Each of
the Reporting Persons expressly disclaims beneficial ownership of those
Investors' Shares held by any other members of such group or of Shares held
individually by certain directors or executive officers of certain of the
Investors.
CKE has obtained direct beneficial ownership of 10,000 Shares pursuant
to the Securities Purchase Agreement and the Assignment, representing less than
one-tenth of one percent of the Outstanding Shares. CKE has shared voting and
shared dispositive power with respect to such Shares.
Each of (i) OFLP, as the managing member of CKE, (ii) the Ovitz Trust,
as general partner of OFLP, and (iii) Ovitz, as trustee of the Ovitz Trust, may
be deemed to share voting and dispositive power with respect to the 10,000
Shares beneficially owned by CKE.
All of the foregoing information as to number of Shares and percentage
of Outstanding Shares beneficially owned is set forth without giving effect to
the accrual of dividends payable in additional shares of Series B Preferred
Stock. In addition, as discussed above, the numbers of Shares listed above are
each subject to reduction of up to 30% if redeemed by Wyndham with the proceeds
of the Rights Offering, depending upon the participation of Wyndham's
stockholders in the Rights Offering.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that a Reporting Person is the beneficial
owner of any of the Shares other than those which such Reporting Person has
acquired pursuant to the Securities Purchase Agreement or the Assignment.
(c) The responses to Items 3 and 4 of this Schedule 13D are
incorporated herein by reference.
(d) No person other than the Reporting Persons, the limited partners
of OFLP, the Ovitz Trust as a member of CKE, and Judy L. Ovitz as trustee or the
beneficiaries of the Ovitz Trust is known to the Reporting Persons to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, Shares owned by such Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
---------------------------
The responses to Items 3, 4 and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described in Items 3 and 4, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons named
in Item 2, and any other person, with respect to any securities of Wyndham
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1:/*/ Joint Filing Agreement dated as of July 1, 1999 among
the Reporting Persons.
Exhibit 2: Securities Purchase Agreement dated as of February 18,
1999 by and among Wyndham, Patriot, Patriot American
Hospitality Partnership, L.P., Wyndham International
Operating Partnership, L.P. and the investors set forth
on the signature pages thereto (incorporated herein by
reference to Exhibit 99.1 to Wyndham's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on March 2, 1999).
Exhibit 3:/*/ Amendment dated as of June 28, 1999 to Securities
Purchase Agreement dated as of February 18, 1999 by and
among Wyndham, Patriot, Patriot American Hospitality
Partnership,
L.P., Wyndham International Operating Partnership, L.P.
and the Investors set forth on the signature pages
thereto.
Exhibit 4:/*/ Stockholders' Agreement dated as of June 29, 1999 by
and among the Stockholders named therein.
Exhibit 5:/*/ Assignment and Assumption Agreement dated as of June
22, 1999 by and among [Apollo Real Estate Investment
Fund III, L.P. and Apollo Investment Fund IV, L.P.], as
Assignors, and CKE Associates LLC, as Assignee
* Filed herewith.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this Statement with respect to it is true, complete and correct.
CKE ASSOCIATES, LLC
THE OVITZ FAMILY LIMITED PARTNERSHIP
THE MICHAEL AND JUDY OVITZ
REVOCABLE TRUST
MICHAEL S. OVITZ
By: Michael S. Ovitz, on his own behalf, as Chief
Executive Officer of CKE Associates, LLC, and
as trustee of the Michael and Judy Ovitz
Revocable Trust, the general partner of the
Ovitz Family Limited Partnership
By: /s/ Michael S. Ovitz
----------------------------------------
Michael S. Ovitz
Dates Referenced Herein and Documents Incorporated by Reference
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