General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 29 131K
2: EX-1 Exhibit 1 to Schedule 13D 39 140K
3: EX-2 Exhibit 2 to Schedule 13D 19 77K
4: EX-3 Exhibit 3 to Schedule 13D 19 66K
5: EX-4 Exhibit 4 to Schedule 13D 30 103K
6: EX-5 Exhibit 5 to Schedule 13D 15 55K
7: EX-6 Exhibit 6 to Schedule 13D 14 56K
8: EX-7 Exhibit 7 to Schedule 13D 19 63K
9: EX-8 Exhibit 8 to Schedule 13D 9 27K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
TXU Corp.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
873168108
(CUSIP Number)
UXT Holdings LLC
UXT Intermediary LLC
c/o Credit Suisse First Boston Private Equity Inc.
Eleven Madison Avenue
NY, NY 10010
(212) 325-2000
Attn: Ivy Dodes, Esq.
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 9, 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 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. |_|
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 information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
(Continued on following pages)
(Page of pages)
SCHEDULE 13D
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CUSIP No. 873168108 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UXT Holdings, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
SEE ITEM 5.
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY SEE ITEM 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING SEE ITEM 5.
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
SEE ITEM 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
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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)
SEE ITEM 5.
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP No. 873168108 Page of Pages
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--------------------------------- ------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UXT Intermediary, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
SEE ITEM 5.
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY SEE ITEM 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING SEE ITEM 5.
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
SEE ITEM 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
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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)
SEE ITEM 5.
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP No. 873168108 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UXT AIV, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
SEE ITEM 5.
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY SEE ITEM 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING SEE ITEM 5.
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
SEE ITEM 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
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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)
SEE ITEM 5.
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. 873168108 Page of Pages
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--------------------------------- ------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UXT Holdco 2, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
SEE ITEM 5.
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY SEE ITEM 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING SEE ITEM 5.
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
SEE ITEM 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
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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)
SEE ITEM 5.
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP No. 873168108 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse
First Boston business unit
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
SEE ITEM 5.
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY SEE ITEM 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING SEE ITEM 5.
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
SEE ITEM 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
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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)
SEE ITEM 5.
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14 TYPE OF REPORTING PERSON
BK, HC
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Item 1. Security and Issuer.
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This statement relates to the common stock, no par value (the "Common Stock"),
of TXU Corp. (the "Company"). The shares of common stock are issuable by the
Company upon exchange of 9% exchangeable subordinated notes due 2012 (the
"Notes") of TXU Energy Company LLC, an indirect wholly-owned subsidiary of the
Company ("TXU Energy").
The Company's principal executive office is located at Energy Plaza, 1601 Bryan
Street, Dallas, Texas, 75201.
Item 2. Identity and Background.
-----------------------
This statement is being filed jointly on behalf of the following persons
(collectively "Reporting Persons"): (1) UXT Holdings, LLC, a Delaware limited
liability company ("UXT Holdings"); (2) UXT Intermediary, LLC , a Delaware
limited liability company ("UXT Intermediary"); (3) UXT AIV, L.P., a Delaware
limited partnership ("UXT AIV"); (4) UXT Holdco 2, LLC, a Delaware limited
liability company ("UXT Holdco" and together with UXT Holdings, UXT Intermediary
and UXT AIV, the "UXT 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 the Credit Suisse First Boston business unit (the "CSFB business
unit") excluding Asset Management (as defined below) (the "CSFB Entities").
Each of UXT Holdings and UXT Intermediary is a Delaware limited liability
company formed for the purpose of investing in the Notes and Common Stock.
UXT AIV, a Delaware limited partnership, is the sole member of UXT Intermediary
and was formed as an alternative investment vehicle for certain limited partners
of DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership
("DLJMB III"). DLJ Merchant Banking III, Inc., a Delaware corporation ("MB III
Inc.") serves as managing general partner and DLJ Merchant Banking III, L.P., a
Delaware limited partnership ("MB III LP") serves as associate general partner
of UXT AIV.
UXT Holdco, a Delaware limited liability company, is the sole member of UXT
Holdings and was formed for the purpose of investing in the Notes and the Common
Stock. MB III Inc. serves as managing member and MB III LP serves as associate
managing member of UXT Holdco. The members of UXT Holdco are subsidiaries of
DLJMB III and other parallel investment partnerships affiliated with DLJMB III.
DLJMB III is a Delaware corporation which makes investments for long-term
appreciation.
MB III Inc. is a Delaware corporation that serves as managing general partner of
DLJMB III and UXT AIV and managing member of UXT Holdco. MB III Inc. is
responsible for the management of such entities and, in conjunction with MB III
LP, participates in making investment decisions for these entities.
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MB III LP is a Delaware limited partnership that serves as associate general
partner of DLJMB III and UXT AIV and associate managing member of UXT Holdco. MB
III LP, in conjunction with MB III Inc., participates in investment decisions
for these entities.
The address of the principal business and office of each of the UXT Entities and
the CSFB Entities is c/o Credit Suisse First Boston Private Equity, Inc., Eleven
Madison Avenue, New York, New York 10010.
While the CSFB Entities, including DLJMB III 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, the UXT Entities and Credit Suisse First
Boston Private Equity ("CSFBPE") as described below, such entities may be deemed
to beneficially own the securities to which this statement relates.
CSFBPE is the sole stockholder of MB III 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 member of Credit Suisse First
Boston LLC ("CSFB LLC"), a Delaware limited liability company and registered
broker-dealer. The address of the principal business and office of CSFB LLC is
Eleven Madison Avenue, New York, New York 10010.
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. The
ultimate parent company of the Bank and CSFBI and the direct owner of the
remainder of the voting stock of CSFBI is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland.
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
itself and its subsidiaries, to the extent that they constitute the CSFB
business unit, excluding Asset Management (as defined below). The CSFB business
unit is also comprised of an asset management business principally conducted
under the brand name Credit Suisse Asset Management ("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.
Page of Pages
CSG is a global financial services company with two distinct business units. In
addition to the CSFB business unit, CSG and its consolidated subsidiaries are
comprised of the Credit Suisse Financial Services business unit (the "Credit
Suisse Financial Services business unit"). 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 UXT
Entities and the CSFB Entities. The UXT 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 of
director of MB III Inc., CSFBPE, CSFB-USA, CSFB LLC 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, Credit Suisse First Boston Corporation ("CSFBC"), the
predecessor of CSFB LLC, 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").
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.
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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 CSFBC and two former employees of its public finance
department relating to CSFBC's role as lead underwriter of a September 1994
Orange County pension obligation
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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. CSFBC 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, CSFBC and the individual defendants, as part of an out-of-court
settlement of this matter. Also pursuant to that settlement, CSFBC and the
individual defendants, without admitting or denying liability, consented to the
entry of a SEC administrative order finding negligence-based violations of
Section 17(a)(2) and (a)(3) of the Securities Act and MSRB Rule G-17. CSFBC 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 CSFBC or any of
its current or former employees.
Item 3. Source and Amount of Funds or other Consideration.
-------------------------------------------------
Pursuant to the Purchase Agreement (as defined in Item 6 below), UXT Holdings
and UXT Intermediary purchased an aggregate $750 million principal amount of
Notes for an aggregate purchase price of $750 million. On December 19, 2002, UXT
Holdings and UXT Intermediary collectively sold an aggregate of $250 million
principal of Notes to third parties for an aggregate purchase price of $250
million.
The members of UXT Holdings and UXT Intermediary contributed to the capital of
such entities the $750 million necessary to purchase the Notes. Of such amount,
$650 million was contributed to the capital of the UXT Entities by their
respective partners and members and an aggregate of $100 million was borrowed by
UXT AIV and UXT Holdco from an affiliate. In December 2002, $55.5 million of
such borrowings were repaid from the proceeds of the sale of the Notes.
Item 4. Purpose of Transaction.
----------------------
UXT Holdings and UXT Intermediary purchased the securities covered by this
statement in order to acquire an interest in the Company and TXU Energy for
investment purposes. The UXT Entities intend to review continuously their
position in the Company. Depending on 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 UXT
Entities may exchange all or a portion of the Notes into shares of Common Stock,
retain or dispose of all or a portion of the Notes and/or Common Stock
beneficially owned by them, subject to any applicable legal and contractual
Page of Pages
restrictions on their ability to do so in privately negotiated transactions,
open market sales or otherwise. Pursuant to the Exchange Agreement (as defined
in Item 6), the ability of the UXT Entities to acquire additional shares of
Common Stock or engage in certain other transactions related to the Company is
restricted. See Item 6 below.
Pursuant to an Exchange Agreement (as defined in Item 6 below) and subject to
applicable laws and regulations, UXT AIV or an affiliate thereof has the right
to designate one person (the "Purchaser Director") to serve on the board of
directors of the Company (the "Board"). At each election at which the term of
the Purchaser Director expires, the Board will recommend for election a person
designated by UXT AIV. If there is no Purchaser Director serving on the Board,
UXT AIV will have the right to consult with and advise the Board. UXT AIV's
right to designate a Purchaser Director will terminate on the earlier to occur
of (i) the later of (A) November 22, 2012 and (B) the date no principal amount
of the Notes remain outstanding and (ii) the date on which the UXT Entities or
their Permitted Transferees (as defined in the Exchange Agreement) own Notes and
Common Stock aggregating less than 30% of the initial $750 million invested (the
"Termination Date").
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
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 Schedule 13D of the Exchange
Act.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(c) On November 22, 2002, UXT Intermediary purchased $472,420,757.46
aggregate principal amount of Notes and UXT Holdings purchased $277,579,242.54
aggregate principal amount of Notes. On December 19, 2002, UXT Intermediary sold
$165,493,608.80 aggregate principal amount of Notes and UXT Holdings sold
$84,506,391.20 aggregate principal amount of Notes, in each case, to a group of
entities (collectively the "Berkshire Affiliates") affiliated with Berkshire
Hathaway, Inc. ("Berkshire"). As a result, UXT Intermediary currently owns
$306,927,148.66 principal amount of Notes exchangeable into an aggregate of
23,386,351 shares of Common Stock which represents 6.8% of the outstanding
Common Stock of the Company. UXT Holdings currently owns $193,072,851.34
principal amount of Notes exchangeable into an aggregate of 14,711,209 shares of
Common Stock which represents 4.4% of the outstanding Common Stock of the
Company. In the aggregate, the UXT Entities beneficially own 38,097,560 shares
of Common Stock representing 10.6% of the Common Stock of the Company.
As general partners and managing members of the UXT Entities, MB III Inc. and MB
III LP would, upon exchange of the Notes for Common Stock, have the power to
vote and dispose of shares of Common Stock held by the UXT Entities, and may be
deemed to beneficially own shares of Common Stock owned by the UXT Entities.
Each of MB III Inc. and MB III LP has shared voting and dispositive power with
respect to the shares of
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Common Stock beneficially owned by UXT Holdings and UXT Intermediary. The CSFB
Entities, including DLJMB III and the entities listed below, other than MB III
LP and MB III Inc., disclaim beneficial ownership of the securities to which
this statement relates, however as a result of the relationship of the CSFB
Entities to, and the pecuniary interest of the CSFB Entities interest in, the
UXT Entities as described in Item 2 above, 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 to
ultimately 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 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 UXT Entities and the CSFB Entities. The UXT 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.
(d) The right to receive dividends on, and proceeds from the sale of the shares
of Common Stock beneficially owned by UXT Holdings and UXT Intermediary and
beneficially owned as described in the paragraphs 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with respect to
Securities of the Issuer.
-------------------------------------------------------------------------------
The response to Item 4 of this Statement is incorporated herein by reference.
Purchase Agreement
------------------
On November 18, 2002 (the "Closing"), UXT Holdings, the Company and TXU Energy
entered into a purchase agreement (the "Purchase Agreement") pursuant to which
UXT Holdings agreed to purchase $750 million aggregate principal amount of Notes
for $750 million. The Purchase Agreement contains the customary representations
and warranties. On November 22, 2002, UXT Holdings assigned its right to
purchase $472,420,757.46 aggregate principal of the Notes to UXT Intermediary
and on such date UXT Holdings and UXT Intermediary purchased the $750 million of
Notes.
At the Closing, MB III Inc. received a fee for structuring the transaction equal
to the aggregate purchase price for the Notes multiplied by .0133 and any
transaction expenses incurred throughout the Closing.
This description of the Purchase Agreement is qualified in its entirety by
reference to the Purchase Agreement, a copy of which has been filed as Exhibit 1
to this Statement and is incorporated herein by reference.
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Registration Rights Agreement
-----------------------------
On November 22, 2002, UXT Holdings, UXT Intermediary and the Company entered
into a registration rights agreement (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, as amended, the Company is
obligated to file with the Securities and Exchange Commission (the "SEC") and
use best efforts to have declared effective, a shelf registration statement on
Form S-3 with respect to the Common Stock issuable upon exchange of the Notes.
The Company is required to maintain the effectiveness of such shelf registration
until 180 days after the date less than 10% of the initial registrable
securities remain. Such Form S-3 was filed on March 19, 2003. In addition, the
UXT Entities have the right to require the Company to effect up to two
additional registrations of the Common Stock subject to conditions set forth in
the Registration Rights Agreement. The Company also has the customary "black
out" rights to delay the filing or effectiveness of any registration statement
under the Registration Rights Agreement.
The UXT Entities also have unlimited rights to participate in other registration
statements filed by the Company with respect to the Common Stock.
The Registration Rights Agreement contains customary indemnification provisions.
This description of the Registration Rights Agreement is qualified in its
entirety by reference to the Registration Rights Agreement, a copy of which has
been filed as Exhibit 2 to this Statement and is incorporated herein by
reference.
Exchange Agreement
------------------
On November 22, 2002, UXT Holdings, UXT Intermediary and the Company entered
into an exchange agreement (the "Exchange Agreement") pursuant to which the
Company granted the UXT Entities an irrevocable right to exchange all or part of
the Notes (an "Exchange Right") as of the Closing, at an initial price per share
of Common Stock of $13.15 (the "Exchange Price"). The Exchange Price is subject
to anti-dilution adjustments as stated in the Exchange Agreement which take
effect if the Company issues or sells shares of Common Stock or Common Stock
Equivalents (as defined in the Exchange Agreement) without consideration or at a
price per share less than their current market price while any Exchange Right is
outstanding. The Exchange Right has subsequently been adjusted and is currently
at $13.1242.
The right to exchange the Notes into Common Stock is subject to certain
conditions including expiration of applicable waiting periods under the Hart
Scott Rodino Act of 1976 (the "HSR Act"). On March 19, 2003, UXT AIV filed a
notification under the HSR Act and on April 9, 2003 the waiting period expired.
If upon exchange of the Notes, the number of shares of Common Stock to be
delivered to the UXT Entities and their affiliates would result in the UXT
Entities and their affiliates becoming the beneficial owners of more than 4.9%
of the outstanding Common Stock of the Company (the "Threshold Amount"), then
the Company will deliver to a voting trustee
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the number of shares of Common Stock in excess of the Threshold Amount to be
deposited in a voting trust ("Voting Trust I"). If the percentage of shares in
Voting Trust I exceeds 4.9%, such excess shares will be deposited in a second
voting trust ("Voting Trust II").
Subject to the conditions and terms stated in the Exchange Agreement and subject
to applicable laws and regulations, UXT AIV or an affiliate thereof has the
right to designate one person (the "Purchaser Director") to serve on the board
of directors of the Company (the "Board"). The Board will recommend for election
and cause to be elected to the Board a nominee, and will use reasonable best
efforts to solicit proxies in favor of such nominee. At each election at which
the term of the Purchaser Director expires, the Board will recommend for
election a person designated by UXT AIV. If there is no Purchaser Director
serving on the Board, UXT AIV will have the right to consult with and advise the
Board. Immediately following the Termination Date, UXT AIV will cause the
Purchaser Director to resign from the Board and its right to designate future
Purchaser Directors will end. UXT AIV has agreed to take all actions, including
voting its outstanding Common Stock, in order to effect such action.
During the period commencing on the November 22, 2002 and ending on the date
that UXT Entities, as a group, own less than 10% of the initial amount of Notes
and/or Common Stock, UXT Entities and certain of their affiliates have agreed
that neither they nor any entity controlled by them (other than certain
portfolio companies) will, without the prior approval of the Board (excluding,
for purposes of such approval, the Purchaser Director), (i) acquire, offer or
propose to acquire or agree to acquire the beneficial ownership of any Common
Stock of the Company other than Common Stock issued pursuant to the Exchange
Agreement (or any warrants, options or other rights to purchase or acquire, or
any securities convertible into, or exchangeable for, any Common Stock); (ii)
make any public announcement with respect to, or submit any proposal for, any
merger, consolidation, sale of substantial assets (other than sales made in the
ordinary course of business of such holder) or other business combination or
extraordinary transaction involving the Company; (iii) except in connection with
the election of the Purchaser Director, make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined or used in Regulation 14A
under the Exchange Act) to vote any Common Stock or seek to advise or influence
any person (other than any affiliate) with respect to the voting of any Common
Stock (iv) otherwise act, either alone or in concert with others, to seek
control of the Board or (v) publicly disclose any intention, proposal, plan or
arrangement with respect to any of the foregoing
This description of the Exchange Agreement is qualified in its entirety by
reference to the Exchange Agreement, a copy of which has been filed as Exhibit 3
to this Statement and is incorporated herein by reference.
Notes
-----
The terms of the Notes provide that the Company will pay interest on the unpaid
principal amount of the Notes at a rate per annum equal to 9%, payable quarterly
in arrears on each payment date as set forth in the Note. The Company has the
right, exercisable prior to 180
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days after the closing of the sale of the Notes, to require the holders to
exchange its interest in the Notes for a preferred equity interest in the
Company with substantially identical economic terms satisfactory to the Holders.
Subject to the terms and conditions of the Note, for so long as at least 30% of
the original principal of the Notes remains held by the UXT Entities and their
permitted transferees, the Board of Managers of TXU Energy (the "Energy Board")
shall at all times include one Manager (the "Holder Manager") chosen by UXT AIV.
During any period for which there is no Holder Manager serving on the Energy
Board and if UXT AIV holds any interest and Notes, UXT AIV will be entitled to
consult with and advise the management and Board of Managers of TXU Energy on
significant business issues.
The holders of the Notes have agreed that they shall not transfer the Note to
any competitor or in violation of the Securities Act of 1933. The transfer of
the Notes is subject to the terms and conditions of the Exchange Agreement.
This description of the Notes is qualified in its entirety by reference to the
Notes, a copy of which has been filed as Exhibit 4 to this Statement and is
incorporated herein by reference.
Voting Trust Agreements
-----------------------
On March 21, 2003, UXT Holdings, UXT Intermediary, MB III Inc. and Wells Fargo
Bank Minnesota, N.A. ("Wells Fargo") entered into a voting trust agreement (the
"Voting Trust I Agreement"). On March 21, 2003, UXT Holdings, UXT Intermediary,
MB III Inc. and Christiana Bank & Trust Company ("Christiana Bank" together with
Wells Fargo, the "Trustees") entered into a voting trust agreement (the "Voting
Trust II Agreement" together with the Voting Trust I Agreement, the "Voting
Trust Agreements"). The Voting Trust I Agreement sets out the terms and
conditions for all Common Stock acquired by the UXT Entities above the Threshold
Amount, pursuant to the provision in the Exchange Agreement (defined above)
which mandates the deposit of all beneficially owned shares of UXT Entities
above the Threshold Amount to be deposited in Voting Trust I. The Voting Trust
II Agreement sets out the terms and conditions for all Common Stock acquired by
the UXT Entities that surpasses 4.9% in Voting Trust I.
Pursuant to Voting Trust Agreement I and Voting Trust Agreement II, Wells Fargo
and Christiana Bank, respectively, will have the exclusive right to vote the
Common Stock (the "Trust Shares") to be placed in Voting Trust I and Voting
Trust II, respectively (the "Voting Trusts"), and will have the full power and
authority to vote the Trust Shares as each, in its sole judgment, believes to be
in the best interest of the shareholders of the Company, generally.
The Voting Trusts will terminate on the earliest to occur of (i) March 21, 2013,
(ii) the written election of MB III Inc. or the holders of the Voting Trust
certificates (the "Trust Certificates") representing fifty percent (50%) or more
of the Trust Shares thereby; provided, however, that immediately after giving
effect to such termination, MB III Inc. and its affiliates will, in the
aggregate, beneficially own (through record ownership,
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contract or otherwise), as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, not more than 4.9% of the total fully diluted number of
shares of Common Stock then outstanding.
Except as provided in the Voting Trust Agreements, the Trust Certificates
representing Trust Shares may not be delivered to a holder, a holder's designee
or any other third party prior to the termination of the voting trust.
This description of the Voting Trust Agreements are qualified in its entirety by
reference to the Voting Trust Agreements, copies of which have been filed as
Exhibit 5 and Exhibit 6 to this Statement and are incorporated herein by
reference.
Berkshire Purchase Agreement
----------------------------
On December 19, 2002, UXT Holdings, UXT Intermediary and the Berkshire
Affiliates entered into a Purchase Agreement (the "Berkshire Purchase
Agreement") pursuant to which the Berkshire Affiliates acquired $250 aggregate
principal amount of Notes for $250 million from UXT Holdings and UXT
Intermediary. The Berkshire Purchase Agreement contains the customary
representations and warranties.
This description of the Berkshire Purchase Agreement is qualified in its
entirety by reference to the Berkshire Purchase Agreement, a copy of which has
been filed as Exhibit 7 to this Statement and is incorporated herein by
reference.
Assignment, Assumption and Waiver Agreement
-------------------------------------------
On December 19, 2002, UXT Holdings, UXT Intermediary, the Company, TXU Energy
and (with respect to certain sections stated in the agreement) Berkshire entered
into an assignment, assumption and waiver agreement (the "Assignment, Assumption
and Waiver Agreement"). Pursuant to the Assignment, Assumption and Waiver
Agreement, Berkshire and the Berkshire Affiliates agreed to assume, perform and
discharge certain duties and obligations of UXT Holdings and UXT Intermediary
under the Exchange Agreement and Registration Rights Agreement and waive certain
rights under the Note. The Company agreed to the assignment of the rights and
benefits and obligations under the Purchase Agreement. Subject to the terms and
conditions in the Assignment, Assumption and Waiver Agreement, the Company
waived certain provisions from the Purchase Agreement and the Exchange
Agreement. UXT Holdings, UXT Intermediary, Berkshire and the Berkshire
Affiliates agreed not to enter any agreements relating to the voting or exercise
of other rights with respect to the Common Stock or the Notes.
This description of the Assignment, Assumption and Waiver Agreement is qualified
in its entirety by reference to the Assignment, Assumption and Waiver Agreement,
a copy of which has been filed as Exhibit 8 to this Statement and is
incorporated herein by reference.
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Item 7. Material to be filed as Exhibits.
--------------------------------
Exhibit 1: Purchase Agreement for 9% Exchangeable Subordinated Notes due 2012
dated November 18, 2002 by and among TXU Corp., TXU Energy, LLC and UXT
Holdings.
Exhibit 2: Registration Rights Agreement dated November 22, 2002 by and among
TXU Corp., UXT Holdings LLC and UXT Intermediary LLC.
Exhibit 3: Exchange Agreement dated November 22, 2002 by and among TXU Corp.,
TXU Energy Company LLC, UXT Holdings LLC and UXT Intermediary LLC.
Exhibit 4: TXU Energy Company $472,420,757.46 Exchangeable Subordinated Note
dated as of November 22, 2002.
Exhibit 5: Voting Trust I Agreement dated March 21, 2003 by and among UXT
Holdings, UXT Intermediary, DLJ Merchant Banking III, Inc. and Wells Fargo Bank
Minnesota, N.A.
Exhibit 6: Voting Trust II Agreement dated March 21, 2003 by and among UXT
Holdings, UXT Intermediary, DLJ Merchant Banking III, Inc. and Christiana Bank &
Trust Company.
Exhibit 7: Purchase Agreement for 9% Exchangeable subordinated Notes due 2012 of
TXU Energy Company LLC dated December 19, 2002 by and among UXT Holdings, UXT
Intermediary and Berkshire Affiliates.
Exhibit 8: The Assignment, Assumption and Waiver Agreement dated December 19,
2002 by and among UXT Holdings LLC, UXT Holdings Intermediary LLC, TXU Corp.,
TXU Energy Company LLC and solely with respect to sections 9, 10(b) and 12,
Berkshire Hathaway Inc.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: April 18, 2003
UXT HOLDINGS, LLC
By: UXT Holdco 2, LLC
its sole member
By: DLJ Merchant Banking III, Inc.
its managing member
By: /s/ Michael Isikow
----------------------------------
Name: Michael Isikow
Title: Principal
UXT INTERMEDIARY, LLC
By: UXT AIV, L.P.
its sole member
By: DLJ Merchant Banking III, Inc.
its managing member
By: /s/ Michael Isikow
----------------------------------
Name: Michael Isikow
Title: Principal
UXT AIV, LP
By: DLJ Merchant Banking III, Inc.
its managing member
By: /s/ Michael Isikow
----------------------------------
Name: Michael Isikow
Title: Principal
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UXT HOLDCO 2, LLC
By: DLJ Merchant Banking III, Inc.
its managing member
By: /s/ Michael Isikow
----------------------------------
Name: Michael Isikow
Title: Principal
CREDIT SUISSE FIRST BOSTON, on behalf
of the Credit Suisse First Boston
business unit
By: /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: Managing Director
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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.
[Enlarge/Download Table]
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
Peter T. Grauer Eleven Madison Avenue 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
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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.
[Enlarge/Download Table]
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
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
Laura Raftery Eleven Madison Avenue Treasurer 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 United States
New York, NY 10010 USA Management
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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.
[Enlarge/Download Table]
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
Adebayo O. Ogunlesi Eleven Madison Avenue Board Member, Head of Global Investment Nigeria
New York, NY 10010 USA Banking
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 Board United States
New York, NY 10010 USA Member
Jeffrey M. Peek Eleven Madison Avenue Board Member and Managing Director, Head United States
New York, NY 10010 USA 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
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
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[Enlarge/Download Table]
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Robert C. O'Brien Eleven Madison Avenue Chief Credit Officer United States
New York, NY 10010 USA
Lewis H. Wirshba Eleven Madison Avenue Treasurer United States
New York, NY 10010 USA
Brian D. Finn Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Barbara A. Yastine Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Jeffrey H. Salzman Eleven Madison Avenue Managing Director, Head of Private Client United States
New York, NY 10010 USA Services/Persting
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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.
[Enlarge/Download Table]
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
Adebayo O. Ogunlesi 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 Managing Director, Chief Accounting United States
New York, NY 10010 USA Officer and Controller
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
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
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 Officer United States
New York, NY 10010 USA
Eileen K. Murray Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
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[Download Table]
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Jeffrey M. Peek Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Page of Pages
SCHEDULE A-5
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 CSFB Entities is Eleven Madison Avenue, New York, New
York 10010.
[Enlarge/Download Table]
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 Co-President, Institutional Securities United States
New York, NY 10010 USA
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 One Cabot Square Londo Chief Executive Officer and Assistant Great Britain
England Vice Chairman of European Region
Richard E. Thornburgh Eleven Madison Avenue Chief Risk Officer of Credit Suisse Group 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 Global Technology, Operations and United States
New York, NY 10010 USA Product Control
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 and Vice Chairman United States
New York, NY 10010 USA to oversee Research and Legal Compliance
Departments
Paul Calello Eleven Madison Avenue Chairman and Officer of the Asia-Pacific United States
New York, NY 10010 USA Region
Michael Clark Eleven Madison Avenue Co-Head of the Equity Division United States
New York, NY 10010 USA
Bennett J. Goodman Eleven Madison Avenue Chairman of Merchant Banking and Leverage United States
New York, NY 10010 USA Finance
James P. Healy Eleven Madison Avenue Co-Head of the Fixed Income Division United States
New York, NY 10010 USA
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[Enlarge/Download Table]
James E. Kreitman Eleven Madison Avenue Co-Head of the Equity Division United States
New York, NY 10010 USA
Jeffrey M. Peek Eleven Madison Avenue Vice Chairman and Head of Financial United States
New York, NY 10010 USA Services Division
Jerry Wood Eleven Madison Avenue Co-Head of the Fixed Income Division United States
New York, NY 10010 USA
Barbara A. Yastine Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010 USA
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SCHEDULE A-6
EXECUTIVE OFFICERS AND DIRECTORS OF
THE CREDIT SUISSE FIRST BOSTON LLC
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of the Credit Suisse First
Boston LLC. The business address of the Reporting Person is Eleven Madison
Avenue, New York, New York 10010.
[Enlarge/Download Table]
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer, Board United States
New York, NY 10010 USA Member
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 Managing Director and Board Member United States
New York, NY 10010 USA
D. Wilson Ervin 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
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 C. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
Rochelle Pullman Eleven Madison Avenue Controller United States
New York, NY 10010 USA
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Dates Referenced Herein and Documents Incorporated by Reference
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