SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
CBRE Holding, Inc.
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(Name of Issuer)
Class A Common Shares, par value $0.01
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(Title of Class of Securities)
None
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(CUSIP Number)
Ivy B. Dodes
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010
(212) 225-2000
Copy to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2001
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. None
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1 NAME OF REPORTING 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
(See Instructions)
(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK 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
Switzerland
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7 SOLE VOTING POWER
Number of See Item 5
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Shares 8 SHARED VOTING POWER
Beneficially Owned
See Item 5
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by Each 9 SOLE DISPOSITIVE POWER
Reporting
Person With See Item 5
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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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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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 (See Instructions)
BK, HC, OO
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A Common Shares, par
value $0.01 per share (the "Class A Common Shares"), of CBRE Holding, Inc.
("CBRE"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of CBRE is 909 Montgomery Street, Suite 400, San
Francisco, CA 94133.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by Credit Suisse First Boston (the
"Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to
the extent that they constitute part of the Credit Suisse First Boston
business unit (the "CSFB business unit" or the "Reporting Person").
The CSFB business unit is engaged in the corporate and investment
banking, trading (equity, fixed income and foreign exchange), private
equity investment and derivatives businesses on a worldwide basis. The
address of the Bank's principal business and office is
Uetlibergstraase 231, P.O. Box 900, CH-8070 Zurich, Switzerland. The
Bank and its subsidiaries engage in other separately managed
activities, most of which constitute the independently operated Credit
Suisse Asset Management business unit; the Credit Suisse Asset
Management business unit provides asset management and investment
advisory services to institutional investors worldwide.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a
Delaware corporation. 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.
CSFBI owns all of the voting stock of Credit Suisse First Boston
(USA), Inc. ("CSFB-USA"), a Delaware corporation. CSFB-USA owns
indirectly all of the voting stock of CSFB Private Equity, Inc.
("CSFBPE"), a Delaware corporation, and DLJ Investment Funding, Inc.
("DLJIF"), a Delaware corporation.
(b) CSG's business address is Paradeplatz 8, Postfach 1, CH-8070, Zurich,
Switzerland. The business address of each of CSFBI, CSFB-USA, CSFBPE
and DLJIF is 11 Madison Avenue, New York, New York 10010.
(c) The name, business address, citizenship, present principal occupation
or employment and the name and business address of any corporation or
organization in which each such employment is conducted, of each
executive officer or director of the Reporting Person are set forth on
Schedules A through E, respectively, attached hereto, each of which is
incorporated by reference herein.
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The principal business of CSG is acting as a holding company for a
global financial services group with five distinct specialized
business units that are independently operated. In addition to the two
business units referred to in (a) above, CSG and its consolidated
subsidiaries (other than the Bank and its subsidiaries) are comprised
of (a) the Credit Suisse Private Bank business unit that engages in
the global private banking business, (b) the Credit Suisse business
unit that engages in the Swiss domestic banking business and (c) the
Winterthur business unit that engages in the global insurance
business.
CSG, for purposes of federal securities laws, may be deemed ultimately
to control the Bank, and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries
(including all of the business units except the CSFB business unit),
may beneficially own securities issued by CBRE or derivative
securities relating thereto, and any such securities are not reported
in this statement. Due to the separate management and independent
operation of its business units, CSG disclaims beneficial ownership of
any such securities beneficially owned by its direct and indirect
subsidiaries, including the CSFB business unit. The CSFB business unit
disclaims beneficial ownership of any such securities beneficially
owned by CSG and any of CSG's and the Bank's other business units.
(d)(e) During the past five (5) years the Reporting Person has not, and to
the best knowledge of the Reporting Person, none of the persons listed
on Schedules A through E attached 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.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by the Reporting Person to purchase the
Securities (as defined below), including the Class A Common Shares, was
$60,000,000. The funds necessary to purchase the Securities (as defined below)
were obtained from working capital of CSFBI. CSFBI made a call for capital
contributions from partners of certain funds managed by subsidiaries of CSFBI
and expects a portion of the Class A Common Shares to be transferred to various
funds managed by subsidiaries of the Reporting Person as described in Item 5.
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Item 4. Purpose of Transaction.
The Class A Common Shares are being held for investment purposes. Depending
on market conditions, the Reporting Person may acquire additional Class A Common
Shares or dispose of some or all of such Class A Common Shares.
On July 20, 2001, DLJIF acquired the Class A Common Shares in connection
with the purchase of $60,000,000 aggregate principal amount of 16% senior notes
due 2011 of CBRE (the "Senior Notes") (the Class A Common Shares, together with
the Senior Notes, the "Securities").
Securityholders' Agreement
On July 20, 2001, a Securityholders' Agreement that is described below was
entered into among RCBA Partners, Blum Partners, FS Equity Partners III, L.P.
("FSEP"), FS Equity Partners International, L.P. ("FSEP International," and
together with FSEP, "Freeman Spogli"), The Koll Holding Company ("Koll"),
California Public Employees' Retirement System ("CalPERS"), Frederic V. Malek
("Malek"), DLJIF, Credit Suisse Boston Corporation ("CSFBC"), Raymond E. Wirta
("Wirta"), W. Brett White ("White," and together with Freeman Spogli, Koll,
CalPERS, Malek, DLJIF, CSFBC and Wirta, the "Non-Blum Holders," and the Non-Blum
Holders together with the Blum Funds, the "Securityholders"), Services and CBRE.
The following description is qualified in its entirety by reference to the
Securityholders' Agreement, which is filed as an Exhibit hereto and incorporated
by reference herein.
Limitations on Transfer
The Non-Blum Holders agreed that, until the earlier of ten years from the
date the Securityholders' Agreement was signed or the date of an underwritten
initial public offering in which shares of CBRE Series A or Series B Common
Stock (for purposes of this description, the "Common Stock") become listed on a
national securities exchange or the Nasdaq National Market, which period is
referred to herein as the "restricted period," not to sell any of CBRE's Common
Stock or warrants to acquire CBRE's Common Stock, which are referred to herein
as the "restricted securities," except:
o to their respective affiliates;
o in the case of an individual who is a party to the Securityholders'
Agreement, to his or her spouse or direct lineal descendants,
including adopted children, or antecedents;
o in the case of an individual who is a party to the Securityholders'
Agreement, to a charitable remainder trust or trusts, in each case the
current beneficiaries of which, or to a corporation or partnership,
the stockholders or limited or general partners of which, include only
the transferor, the transferor's spouse or the transferor's direct
lineal descendants, including adopted children or antecedents;
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o in the case of an individual who is a party to the Securityholders'
Agreement, to the executor, administrator, testamentary trustee,
legatee or beneficiary of any deceased transferor holding restricted
securities;
o in the case of Freeman Spogli, beginning on April 12, 2003, on a pro
rata basis to its partners;
o in the case of a transferee of Freeman Spogli pursuant to the previous
bullet point that is a corporation, partnership, limited liability
company, trust or other entity, on a pro rata basis without payment of
consideration, to its shareholders, partners, members, beneficiaries
or other entity owners, as the case may be;
o in the case of Freeman Spogli, Koll, Malek, CSFBC, DLJIF and CalPERS,
beginning three years from the closing date of the Merger, after
complying with the right of first offer provision described below;
o by DLJIF and CSFBC, in connection with transfers of the Senior Notes
to a permitted transferee; and
o transfers made in connection with the tag-along rights and drag-along
rights described below.
In order for any of the sales described above to be permitted, each recipient of
restricted securities must first execute an assumption agreement whereby it will
become a party to the Securityholders' Agreement and assume and become entitled
to specified rights and obligations in the Securityholders' Agreement as
described in the following paragraph.
With respect to any person who acquires any restricted securities from any
securityholder in compliance with the terms of the Securityholders' Agreement,
the transferee will become subject to the following provisions of the
Securityholders' Agreement, depending upon the identity of the transferor:
o in the case of any transfer from the Blum Funds, (A) if the transferee
acquires a majority of the Common Stock beneficially owned by a Blum
Fund, that Blum Fund may assign to the transferee all of its rights
and obligations under the agreement or (B) if the transferee acquires
less than a majority of the Common Stock beneficially owned by that
Blum Fund, the transferee generally will assume and be entitled to all
of the rights and obligations of the Blum Fund described in the
section titled "Registration Rights" below;
o in the case of an assignment by a Blum Fund of its rights pursuant to
a right of first offer, as described below, the assignee or assignees
generally will assume and be entitled to all of the rights and
obligations of the Blum Fund described in the section titled
"Registration Rights" below;
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o in the case of any transfer from Freeman Spogli, (A) the transferee
will assume all of the rights and obligations of Freeman Spogli, other
than the right to designate any member of the Board or the "Freeman
Spogli Consent Rights" described below and (B) in addition, if the
transferee acquires a majority of the Common Stock beneficially owned
by Freeman Spogli at the time of the transfer and following the
acquisition the transferee beneficially owns at least 10% of the
outstanding Common Stock, Freeman Spogli may assign to the person all
of its rights and obligations under the agreement; and
o in the case of any transfer from any other party to the
Securityholders' Agreement, the new transferee generally will assume
and be entitled to all of the rights and obligations of the transferor
under the Securityholders' Agreement.
Right of First Offer. Beginning three years from the closing date of the
Merger, each of Freeman Spogli, Koll, Malek, CSFBC, DLJIF and CalPERS will be
able to transfer all or any portion of its or his restricted securities to a
qualified purchaser. However, prior to any transfer to a qualified purchaser,
the transferring securityholder must first offer to sell all or, with the
consent of the transferring securityholder, a portion of these restricted
securities to RCBA Partners or its assignee at the price and upon the other
terms indicated to RCBA Partners by the transferring securityholder. If RCBA
Partners elects not to buy all of the restricted securities on these terms, the
transferring securityholder will be able to transfer the shares to a qualified
purchaser for a limited period of time at a purchase price equal to or greater
than the price offered to RCBA Partners and on other terms that are no more
favorable in any material respect than the terms initially offered to RCBA
Partners.
Under the Securityholders' Agreement, the term "qualified purchaser" refers
to any person to whom a securityholder wishes to transfer its or his restricted
securities, as long as this person is approved by RCBA Partners, which approval
will not be unreasonably withheld. If a proposed qualified purchaser is a
nationally-recognized private equity sponsor or institutional equity investor,
RCBA Partners may not withhold its consent unless RCBA Partners' decision
results from its direct experience with this person in connection with another
actual or proposed transaction.
Co-Sale Right. Prior to the date of an underwritten initial public offering
in which shares of CBRE Common Stock become listed on a national securities
exchange or the Nasdaq National Market, if RCBA Partners and its affiliates
propose to transfer a portion of their Class B Common Stock to any third party,
other than in a public offering, each of the Non-Blum Holders generally will
have the right under the Securityholders' Agreement to require the proposed
transferee or acquiring person to purchase from it or him the same proportion of
its or his shares of Common Stock as is being purchased from RCBA Partners and
its affiliates at the same price per share and generally upon the same terms and
conditions as apply to RCBA Partners and its affiliates.
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Required Sale. If RCBA Partners and its affiliates agree to transfer to a
third party, other than in a public offering, a majority of the shares of the
Class B Common Stock beneficially owned by RCBA Partners and its affiliates at
the time of the transfer, then under the Securityholders' Agreement each
Non-Blum Holder may be required to transfer to the third party the same
proportion of its or his restricted securities as is being transferred by RCBA
Partners and its affiliates at the same price and generally upon the same terms
and conditions as apply to RCBA Partners and its affiliates.
In addition, if RCBA Partners approves any merger, consolidation,
amalgamation or other business combination involving CBRE or any of its
subsidiaries or the sale of all or substantially all of CBRE's assets, then each
Non-Blum Holder that holds shares of Class B Common Stock will agree to vote all
shares of Class B common stock held by him or it or his or its affiliates to
approve the transaction and not to exercise any appraisal or dissenters' rights
available to it or him under any rule, regulation, statute, agreement or
otherwise.
Participation Rights. Except for the specified exceptions listed below,
CBRE agreed under the Securityholders' Agreement not to issue any of its equity
securities to any person unless, prior to the issuance, it notifies each of the
Securityholders and grants to it or him or one of its or his affiliates the
right to subscribe for and purchase a pro rata share of the equity securities
being issued at the same price and upon the same terms and conditions as apply
to all other subscribers. The specified exceptions to the participation rights
include issuances of equity securities under the following circumstances:
o upon the exchange, exercise or conversion of other equity securities;
o in connection with any stock split, stock dividend or recapitalization
of us, as long as it is fully proportionate for each class of affected
equity securities and entails equal treatment for all shares or units
of the affected class;
o pursuant to the acquisition by CBRE or its subsidiaries of another
person or a material portion of its assets, by merger, purchase of
assets or otherwise;
o to employees, officers, directors or independent contractors of CBRE
or its subsidiaries;
o in connection with a public offering; or
o to customers, venders, lenders, and other non-equity financing
sources, lessors of equipment and other providers of goods or services
to CBRE or its subsidiaries.
Market "Stand-Off." Pursuant to the Securityholders' Agreement, in
connection with an underwritten initial public offering in which shares of CBRE
become listed on a national securities exchange or the Nasdaq National Market,
if all of the Securityholders that hold at least 2% of the outstanding shares of
Common Stock agree to the same restrictions,
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each of the Securityholders will not be permitted to sell, transfer or engage in
a similar transaction with respect to any of the securities of CBRE for a period
specified by the representative of the underwriters, which period may not exceed
180 days after the registration statement regarding the offering is declared
effective.
Registration Rights
Demand Registration Rights. Subject to the terms and conditions described
in the Securityholders' Agreement, if CBRE receives a written demand from (i)
the holders of at least 25% of the then outstanding shares of the Common Stock
held by the Blum Funds and their transferees, (ii) the holders of at least 25%
of the then outstanding shares of Common Stock held by Freeman Spogli and its
transferees or (iii) the holders of at least 25% of the then outstanding shares
of Common Stock held by DLJIF and CSFBC and their transferees, then CBRE has
agreed to use its best efforts to effect, as soon as practicable, the
registration under the Securities Act of all Class A Common Stock requested to
be registered in accordance with the terms of the Securityholders' Agreement
together with any of CBRE's other securities entitled to be included under the
registration.
However, CBRE will not be required to effect a demand registration under
the Securityholders' Agreement:
o prior to 180 days after the effective date of a registration statement
pertaining to an underwritten initial public offering in which shares
of CBRE Common Stock become listed on a national securities exchange
or the Nasdaq National Market;
o requested by the Blum Funds and their transferees after CBRE has
effected six demand registrations requested by the Blum Funds and
their transferees and each of these registrations has been declared or
ordered effective;
o requested by Freeman Spogli and its transferees after CBRE has
effected three registrations requested by Freeman Spogli and its
transferees and each of these registrations has been declared or
ordered effective;
o requested by DLJIF and CSFBC and their transferees after CBRE has
effected one registration requested by DLJIF and CSFBC and their
transferees and this registration has been declared or ordered
effective;
o if the anticipated aggregate gross proceeds to be received by the
parties requesting the registration are less than $2,000,000;
o if CBRE notifies in good faith the parties requesting the registration
that it intends to make another public offering within ninety days of
the demand request; or
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o if CBRE furnishes to the parties requesting the registration a
certificate signed by the Chairman of the Board stating that in the
good faith judgment of the Board, it would be seriously detrimental to
CBRE for the registration to be effected at the time, in which event
CBRE has the right to defer the filing for ninety days, although CBRE
is not able to defer filings in this fashion more than an aggregate of
ninety days in any twelve month period.
In any underwritten offering under a demand registration, if the managing
underwriter advises CBRE that marketing factors require a limitation of the
number of shares of Common Stock to be underwritten because it is likely to have
an adverse effect on the price, timing or the distribution of the shares of
Common Stock to be offered, then the number of shares of Common Stock that may
be included in the underwriting will be allocated first among the parties who
demanded the registration on a pro rata basis and second to the extent all
registrable shares of Common Stock requested to be included in the underwriting
by the parties who demanded the registration have been included, among the
remaining securityholders requesting inclusion of registrable shares of Common
Stock in the underwritten offering on a pro rata basis.
Piggyback Registrations Rights. In the Securityholders' Agreement, each
Securityholder and its transferees will be entitled to request that CBRE include
all or a portion of his or its shares of Common Stock in any registration
statement for purposes of a public offering of CBRE's Common Stock, but
excluding the following types of offerings:
o registration statements relating to employee benefit plans or with
respect to corporate reorganizations or other transactions under Rule
145; and
o any registration statement pertaining to an underwritten initial
public offering in which shares of CBRE Common Stock become listed on
a national securities exchange or the Nasdaq National Market.
In an underwritten offering in which one or more Securityholders exercises
its piggyback registration rights, if the managing underwriter advises CBRE that
marketing factors require a limitation of the number of shares of Common Stock
to be underwritten because it likely to have an adverse effect on the price,
timing or the distribution of the shares of Common Stock to be offered, then the
number of shares of Common Stock that may be included in the underwriting will
be allocated first to CBRE and second to the Securityholders requesting
inclusion on a pro rata basis. However, no reduction will be allowed to reduce
the shares of Common Stock being offered by CBRE for its own account to be
included in the registration and underwriting or reduce the amount of shares of
Common Stock of the selling Securityholders included in the registration below
25% of the total amount of shares of Common Stock included in the registration,
unless the offering does not include shares of Common Stock any other selling
Securityholders, in which event any or all of the registrable shares of Common
Stock may be excluded in accordance with the immediately preceding sentence.
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Expenses of Registration. All registration expenses incurred in connection
with a registered offering pursuant to either demand or piggyback registration
rights generally will be borne by CBRE, except for underwriting discounts,
selling commissions and transfer taxes, which will be borne by the holders of
the shares of Common Stock being registered on a pro rata basis.
Indemnification. In connection with a registered offering pursuant to
either demand or piggyback registration rights, CBRE has agreed to indemnify and
hold harmless each of the Securityholders that participate in the offering
against any losses, claims, damages, liabilities or expenses to which it or he
may become subject under the Securities Act of 1933, the Securities Exchange Act
of 1934 or other federal or state law for any untrue statements, material
omissions or other violations CBRE makes in connection with any registered
offering.
Expiration. Each Securityholder's demand and piggyback registration rights,
if any, pursuant to the Securityholders' Agreement will expire if all of the
following are satisfied:
o CBRE has completed an underwritten initial public offering in which
CBRE's shares of Common Stock become listed on a national securities
exchange or the Nasdaq National Market and subject to the provisions
of the Securities Exchange Act of 1934;
o the party, together with its affiliates, partners and former partners
holds less than 2% of the outstanding Common Stock; and
o all Common Stock held by the party, and its affiliates, partners and
former partners may be sold under Rule 144 of the Securities Act of
1933 during any ninety day period.
Governance
Composition of Board and Committees. Pursuant to the terms of the
Securityholders' Agreement, prior to an underwritten initial public offering in
which shares of CBRE Common Stock become listed on a national securities
exchange or the Nasdaq National Market, each Securityholder that holds shares of
Class B Common Stock will agree to vote all of his or its beneficially owned
shares of Class B Common Stock to elect the following representatives to the
Board:
o between three and six directors designated by RCBA Partners, with the
actual number to be determined by RCBA Partners in its discretion;
o one director designated by Blum Partners;
o one director designated by Freeman Spogli;
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o Wirta, for so long as he is employed by CBRE or, if he is no longer
employed by CBRE, CBRE's chief executive officer at that time;
o White, for so long as he is employed by CBRE or, if he is no longer
employed by CBRE, CBRE's Chairman of the Americas at that time, but
RCBA Partners may elect to reduce the size of the Board by one
director if he is no longer CBRE's Chairman of the Americas; and
o one director who is a real estate brokerage employee of CBRE or
Services, who will be elected immediately after the closing of the
Merger and will remain a director for so long as a majority of the
Board agree.
Each of the designation rights described above is subject to the following
limitations:
o the director designation rights of RCBA Partners will be reduced (i)
to two designees, or one designee if there is not a real estate
brokerage employee serving as a member of the Board, if the Blum Funds
and their affiliates beneficially own Common Stock representing less
than 22.5% of the outstanding Common Stock, (ii) to one designee if
there is not a real estate brokerage employee serving as a member of
the Board, if the Blum Funds and their affiliates beneficially own
Common Stock representing less than 15% of the outstanding Common
Stock and (iii) to no designee if the Blum Funds and their affiliates
beneficially own Common Stock representing less than 7.5% of the
outstanding Common Stock;
o the director designation rights of Blum Partners will be reduced to
zero if RCBA Partners is entitled to designate only one or zero
directors; and
o the director designation right of Freeman Spogli will reduce to zero
if Freeman Spogli and its affiliates, collectively, beneficially own
Common Stock representing less than 7.5% of the outstanding Common
Stock.
Also, prior to an underwritten initial public offering in which shares of
CBRE Common Stock become listed on a national securities exchange or the Nasdaq
National Market:
o each committee of the Board will include at least one director or
observer designated by RCBA Partners and one director or observer
designated by Freeman Spogli;
o Freeman Spogli and its affiliates shall be entitled to have two
observers at all regular and special meetings of the Board; and
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o DLJIF and CalPERS shall be entitled to have one observer at all
regular and special meetings of the Board.
Following an underwritten initial public offering in which shares of CBRE
Common Stock become listed on a national securities exchange or the Nasdaq
National Market:
o RCBA Partners will be entitled to nominate a percentage of the total
number of directors on the Board that is equivalent to the percentage
of the outstanding Common Stock beneficially owned by the Blum Funds
and their affiliates; and
o Freeman Spogli will be entitled to nominate one director to the Board
as long as they own in the aggregate at least 7.5% of the outstanding
Common Stock.
In connection with each of annual or special meetings of stockholders of
CBRE at which CBRE's directors are to be elected, CBRE has agreed to (1)
nominate and recommend to its stockholders the individuals nominated in the
bullet points immediately above for election or re-election as part of the
management slate of directors and (2) provide the same type of support for the
election of these individuals as directors as CBRE provides to other persons
standing for election as its directors as part of the management slate. In
addition, each Securityholder that beneficially owns shares of Class B Common
Stock has agreed that he or it will vote all shares of Common Stock owned by him
or it in favor of the election or re-election of these individuals.
Also pursuant to the Securityholders' Agreement, the board of directors of
Services will at all times following the Merger consist of the same persons as
the Board.
Voting of Capital Stock. Prior to an underwritten initial public offering
in which shares of CBRE Common Stock become listed on a national securities
exchange or the Nasdaq National Market, each Non-Blum Holder that beneficially
owns shares of Class B Common Stock agreed to vote at any stockholders meeting
or in any written consent all of the shares of CBRE's voting capital stock owned
or held of record by it or him, in same the manner as RCBA Partners votes the
shares of CBRE's voting capital stock beneficially owned by it, except with
respect to the following actions by CBRE or any of its subsidiaries:
o any transaction between the Blum Funds or their affiliates and CBRE or
any of its subsidiaries, other than a transaction (1) with another
portfolio company of the Blum Funds that has been negotiated on
arms-length terms in the ordinary course of business between the
managements of CBRE or any of its subsidiaries and the portfolio
company, (2) with respect to which the Securityholders may exercise
their participation rights under the Securityholders' Agreement or (3)
specifically contemplated by the Merger Agreement; or
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o any amendment to CBRE's certificate of incorporation or bylaws that
adversely affects the Securityholders relative to the Blum Funds,
other than generally (a) an increase in CBRE's authorized capital
stock or (b) amendments made in connection with any reorganization of
CBRE effected to facilitate (1) an initial public offering or (2) the
acquisition of CBRE by merger or consolidation.
For so long as the paragraph immediately above applies, each Non-Blum
Holder that beneficially owns shares of Class B Common Stock grants to RCBA
Partners an irrevocable proxy, coupled with an interest, to vote all of the
shares of CBRE's voting capital stock owned by the grantor of the proxy.
General Consent Rights. Prior to an underwritten initial public offering in
which CBRE's shares of Common Stock become listed on a national securities
exchange or the Nasdaq National Market, under the Securityholders' Agreement,
neither CBRE nor any of its subsidiaries is allowed to take any of the following
actions without the prior affirmative vote or written consent of (1) a majority
of its directors and (2) a majority of its directors that are not designated by
RCBA Partners or Blum Partners:
o any of the transactions described in the two bullet points in the
section above titled "Voting of Capital Stock" above; or
o the repurchase or redemption of, the declaration or payment of a
dividend with respect to, or the making of a distribution upon, any
shares of CBRE's capital stock beneficially owned by the Blum Funds or
their affiliates unless (a) the repurchase, redemption, dividend or
distribution is made pro rata among all holders of that class of
capital stock, or in the case of a repurchase or redemption, each of
the Non-Blum Holders are given a proportionate right to participate in
the repurchase or redemption, to the extent they own shares of that
class of capital stock or (b) if the capital stock is not Common
Stock, the repurchase, redemption or dividend is required by the terms
of that capital stock.
Consent Rights of the Director Designated by Freeman Spogli. Prior to an
underwritten initial public offering in which CBRE's shares of Common Stock
become listed on a national securities exchange or the Nasdaq National Market,
for so long as Freeman Spogli is entitled to designate a member of the Board,
neither CBRE nor any of its subsidiaries will be able to take any of the
following actions without the prior affirmative vote or written consent of (1) a
majority of its directors and (2) the director designated by Freeman Spogli:
o the acquisition of any business or assets for a purchase price in
excess of $75.0 million, except for (1) the acquisition of any
business or asset by an investment fund that is controlled by CBRE or
any of its subsidiaries in connection with the ordinary course conduct
of its investment advisory and man-
-15-
agement business or that of any of its subsidiaries or (2)
acquisitions in connection with the origination of mortgages by CBRE
or any of its subsidiaries;
o the sale or other disposition of assets of CBRE or its subsidiaries
for aggregate consideration having a fair market value in excess of
$75.0 million, other than (1) the sale or other disposition of any
business or asset by an investment fund that is controlled by CBRE or
any of its subsidiaries in connection with the ordinary course conduct
of its investment advisory and management business or that of any of
its subsidiaries or (2) sales or dispositions in connection with the
origination of mortgages by CBRE or any of its subsidiaries;
o incur indebtedness, unless the indebtedness would (1) be permitted
pursuant to the terms of the documents governing the indebtedness
entered into by CBRE in connection with the closing of the Merger as
in effect on the closing date of the Merger, including any refinancing
or replacement of this indebtedness in an equal or lesser aggregate
principal amount or (2) immediately following the incurrence, the
ratio of (A) the consolidated indebtedness of CBRE and its
subsidiaries determined in accordance with United States generally
accepted accounting principles applied in a manner consistent with
CBRE's consolidated financial statements to (B) the twelve-month
normalized EBITDA, does not exceed 4.5:l; or
o issue capital stock of CBRE, or options, warrants or other securities
to acquire capital stock of CBRE, to CBRE's employees, directors or
independent contractors or any of its subsidiaries if the issuances,
in the aggregate, exceed 5% of the total amount of CBRE's outstanding
capital stock immediately after the closing of the Merger Agreement on
a fully diluted basis, other than (1) issuances to CBRE's employees,
directors or independent contractors and those of its subsidiaries of
up to 25% of CBRE's capital stock on a fully-diluted basis within six
months of the closing of the Merger and (2) issuances in amounts equal
to CBRE's capital stock repurchased by CBRE from, or the options,
warrants or other securities to acquire capital stock canceled by CBRE
or its subsidiaries or terminated or expired without prior exercise
with respect to persons who, at the time of the repurchase,
cancellation, termination or expiration. were current or former
employees, directors or independent contractors of CBRE or its
subsidiaries.
Indemnification
CBRE has agreed to indemnify and hold harmless (a) each of the
Securityholders and each of their respective affiliates and any person who
controls them, (b) each of the directors, officers, employees and agents of the
persons indicated in clause (a) and (c) each of the heirs, executors, successors
and assigns of the persons indicated in clause (a) from all damages, claims,
losses, expenses, costs, obligations and liabilities, including reasonable
at-
-16-
torneys' fees and expenses but excluding any special or consequential damages
against the indemnified party, suffered or incurred by the indemnified persons
listed above to the extent arising from (1) the business, operations,
liabilities or obligations of CBRE or its subsidiaries or (2) the indemnified
person's ownership of Common Stock.
Termination
The Securityholders' Agreement will terminate with respect to the
provisions referred to below as follows:
o with respect to each of the provisions summarized in the section
titled "Governance," upon completion of an underwritten initial public
offering in which shares of CBRE Common Stock become listed on a
national securities exchange or the Nasdaq National Market;
o with respect to the provisions summarized in the section titled
"Limitations on Transfer" above, upon the expiration of the restricted
period;
o with respect to the provisions summarized in the section titled
"Registration Rights" above other than the section titled
"Registration Rights--Indemnification," in the manner set forth in the
section titled "Registration Rights--Expiration;"
o with respect to the provisions summarized in the sections titled
"Registration Rights--Indemnification" and "Indemnification" upon the
expiration of the applicable statutes of limitations; and
o with respect to all provisions contained within the Securityholders'
Agreement other than those described in the immediately preceding
bullet point, upon (1) the sale of all or substantially all of the
equity interests in CBRE to a third party whether by merger,
consolidation or securities or otherwise or (2) the approval in
writing by the Blum Funds, Freeman Spogli and a majority of the shares
of Common Stock owned by the other Securityholders.
Management Rights Agreement
On July 20, 2001, CBRE and DLJ Investment Partners II, L.P. (DLJIP) entered
into a Management Rights Agreement. The following description is qualified in
its entirety by reference to the Management Rights Agreement which is filed as
an Exhibit hereto and incorporated by reference herein. That agreement provides,
among other things, that DLJIP shall have the right to appoint a representative
that will have the right to (i) meet with and render advice to members of
management of CBRE and (ii) review the books, records and accounts of CBRE.
-17-
Anti-Dilution Agreement
On July 20, 2001 CBRE entered into the Anti-Dilution Agreement with CSFBC.
The following description is qualified in its entirety by reference to the
Anti-Dilution agreement which is filed as an Exhibit hereto and incorporated by
reference herein.
Pursuant to this agreement, the holders of Class A Common Shares shall have
the right to purchase, at a price equal to their par value, additional Class A
Common Shares upon the occurrence of certain events including:
(i) the issuance of CBRE common stock, options, warrants or other
securities convertible into or exchangeable or exercisable for shares of CBRE
common stock or of rights, options or warrants entitling them to subscribe for
shares of CBRE common stock or securities convertible into, or exchangeable or
exercisable for, CBRE common stock, in each case, at a price which is less than
the current market price per share of CBRE common stock; and
(ii) the issuance of shares of capital stock of CB Richard Ellis Services,
Inc. upon the exercise of outstanding stock options, other than to CBRE or any
of its wholly-owned restricted subsidiaries.
The right to purchase additional Class A Common Shares is subject to
important exceptions, including, without limitation, upon:
(a) issuances of common stock pursuant to bona fide public offerings; and
(b) issuances of common stock pursuant to certain employee stock purchase
programs.
If CBRE consolidates or merges with or into, or transfers or leases all or
substantially all of its assets to, any person, and in connection with such
transaction the holders receive common stock of another entity or option,
warrants or other securities convertible into or exchange for common stock of
another entity, then upon consummation of such transaction, the right to
purchase additional shares will automatically become applicable to the common
stock of such entity.
If any event shall occur as to which the provisions of the anti-dilution
agreement are not strictly applicable but the failure to make any adjustment
would adversely affect the adjustment rights represented by the shares in
accordance with the essential intent and principles of the anti-dilution
agreement, then, in each case, CBRE will appoint an investment banking firm of
recognized national standing, or any other financial expert that does not (or
whose directors, officers, employees, affiliates or stockholders do not) have a
direct or material indirect financial interest in CBRE or any of its
subsidiaries, who has not been, and, at the time it is called upon to give
independent financial advice to CBRE, is not (and none of its directors,
officers, employees, affiliates or stockholders is) a promoter, director or
officer of CBRE or any of its subsidiaries, which shall give its opinion upon
the adjustment, if any, on a basis
-18-
consistent with the essential intent and principles established in the
anti-dilution agreement necessary to preserve, without dilution, the rights of
holders of the Class A Common Shares.
Other than as described above, the Reporting Person does not have any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a) Amount beneficially owned: 495,707 Class A Common Shares. As of July
26, 2001, 495,707 Class A Common Shares represented approximately 31.7% of the
outstanding Class A Common Shares of CBRE, based on CBRE's representation that
1,568,014 Class A Common Shares were outstanding as of that date. The Class A
Common Shares are currently held by DLJIF, and are expected to be transferred to
various funds managed by subsidiaries of the Reporting Person, including without
limitation DLJ Investment Partners, L.P. and DLJ Investment Partners II, L.P.
(b) The Reporting Person has shared power to vote and direct the
disposition of such Class A Common Shares reported by this Schedule 13D in
accordance with the relationships described in Item 2 and subject to the terms
of the Securityholders' Agreement (as defined above).
(c) Except as reported above, the Reporting Person has not engaged in any
transactions in the Class A Common Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described Item 4 hereof, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any securities of CBRE, including
but not limited to transfer or voting of any of the securities of CBRE, finder's
fees, joint venture, loan or option arrangements, puts or calls, guarantee of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Securityholders' Agreement dated July 20, 2001 among CBRE, DLJIF and
certain other holders of common stock of CBRE.
2. Management Rights Agreement dated July 20, 2001 between CBRE and
DLJIP.
-19-
3. Anti-Dilution Agreement dated July 20, 2001 between CBRE and Credit
Suisse First Boston Corporation.
-20-
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 30, 2001.
Credit Suisse First Boston, acting
solely on behalf of the Credit Suisse
First Boston business unit
By: /s/ Ivy B. Dodes
------------------------------------
Name: Ivy B. Dodes
Director
-21-
Schedule A
Executive Board Members and Executive Officers
of
the CSFB business unit
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB business unit. The business address of the CSFB
business unit is 11 Madison Avenue, New York, New York 10010.
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
John J. Mack 11 Madison Avenue Chairman of the Executive Board and USA
Chairman New York, NY 10010 President and Chief Executive Officer,
Credit Suisse First Boston business
unit and Member of the Executive
Board, Credit Suisse Group
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit Suisse United Kingdom
Board Member New York, NY 10010 First Boston business unit
David C. Mulford One Cabot Square Chairman International, Credit Suisse United Kingdom
Board Member London, England First Boston
E14 4QJ
Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, Credit USA
Board Member Singapore Suisse First Boston
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, Credit USA
Board Member New York, NY 10010 Suisse First Boston business unit
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, Credit USA
Board Member New York, NY 10010 Suisse First Boston business unit
A-1
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, Credit USA
Board Member New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, Credit USA
Board Member New York, NY 10010 Suisse First Boston business unit
Bennett Goodman 277 Park Avenue Managing Director and Global Head of USA
Board Member New York, NY 10172 Leveraged Finance Fixed Income
Division, Credit Suisse First Boston
business unit
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First Boston USA
Board Member New York, NY 10010 business unit
Paul Calello 11 Madison Avenue Managing Director, Credit Suisse First USA
Board Member New York, NY 10010 Boston and Head of Equity Derivatives
and Convertibles Unit
Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse First United Kingdom
Board Member London, England Boston and Chairman, Global Equity
E14 4DA Capital Markets and Head of European
Investment Banking
James P. Healy 11 Madison Avenue Managing Director, Credit Suisse First USA
Board Member New York, NY 10010 Boston and Global Head of Emerging
Market Group
John Nelson One Cabot Square Chairman, Credit Suisse First Boston United Kingdom
Board Member London, England Europe Limited
E14 4QJ
Trevor Price One Cabot Square Managing Director, Credit Suisse First United Kingdom
Board Member London, England Boston and Head of Developed Markets
E14 4QJ Rates Business in the Fixed Income
Division
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive Board USA
A-2
Board Member New York, NY 10010 and Chief Financial Officer, Credit
Suisse First Boston business unit and
Member of the Executive Board, Credit
Suisse Group
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal and USA
Board Member New York, NY 10010 Regulatory Affairs, Credit Suisse
First Boston business unit
A-3
Schedule B
Executive Officers and Directors
of
DLJ Investment Funding, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the DLJ Investment Funding, Inc. The business address of
the DLJ Investment Funding, Inc. is 11 Madison Avenue, New York, NY 10010.
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, Credit USA
Board Member and New York, NY 10010 Suisse First Boston business unit
President
Edward A. Poletti 11 Madison Avenue Principal, DLJ Merchant Banking, Inc. USA
Senior Vice President New York, NY 10010
and Controller
Ivy B. Dodes 11 Madison Avenue Senior Vice President/Principal, DLJ USA
Vice President New York, NY 10010 Merchant Banking, Inc.
Mark A. Competiello 11 Madison Avenue Senior Vice President and Tax Officer, USA
Vice President and Tax New York, NY 10010 Donaldson, Lufkin & Jenrette
Manager Securities Corporation
Stuart S. Flamberg 11 Madison Avenue Senior Vice President and Tax Officer, USA
Vice President and New York, NY 10010 Donaldson, Lufkin & Jenrette
Deputy Director of Taxes Securities Corporation
B-1
Schedule C
Executive Officers and Directors
of
Credit Suisse First Boston Private Equity, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the Credit Suisse First Boston Private Equity, Inc. The
business address of the Credit Suisse First Boston Private Equity, Inc. is 11
Madison Avenue, New York, NY 10010.
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Lawrence M.v.D. Schloss 11 Madison Avenue Global Head of Private Equity, USA
Chief Executive Officer and Director New York, NY 10010 Credit Suisse First Boston
business unit
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Director New York, NY 10010 Credit Suisse First Boston
business unit
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Director New York, NY Credit Suisse First Boston
10010 business unit
Nicole S. Arnaboldi 11 Madison Avenue Managing Director, Credit Suisse USA
Chief Operating Officer - Funds New York, NY 10010 First Boston Private Equity, Inc.
Management
George R. Hornig 11 Madison Avenue Managing Director, Credit Suisse USA
Chief Operating Officer New York, NY 10010 First Boston
Edward A. Poletti 11 Madison Avenue Principal, DLJ Merchant Banking, Inc. USA
Chief Financial Officer New York, NY 10010
Mark A. Competiello 11 Madison Avenue Senior Vice President and Tax USA
Vice President and Tax Manager New York, NY 10010 Officer, Donaldson, Lufkin &
Jenrette Securities Corporation
C-1
Ivy B. Dodes 11 Madison Avenue Senior Vice President/Principal, DLJ USA
Vice President New York, NY 10010 Merchant Banking, Inc.
Stuart S. Flamberg 11 Madison Avenue Senior Vice President and Tax USA
Vice President and Deputy Director New York, NY 10010 Officer, Donaldson, Lufkin &
of Taxes Jenrette Securities Corporation
John Gallagher 11 Madison Avenue Director, Credit Suisse First Boston USA
Vice President and Director of Taxes New York, NY 10010
Lindsay Hollister 11 Madison Avenue Managing Director, Credit Suisse USA
Vice President and General Counsel New York, NY 10010 First Boston
Sean Lammers 11 Madison Avenue Vice President, Credit Suisse First USA
Vice President New York, NY 10010 Boston
Edward Nadel 11 Madison Avenue Vice President, Credit Suisse First USA
Vice President New York, NY 10010 Boston
Peter Song 11 Madison Avenue Vice President, Credit Suisse First USA
Vice President New York, NY 10010 Boston
Mina Yu 11 Madison Avenue Vice President, Credit Suisse First USA
Vice President New York, NY 10010 Boston
Laura Raftery 11 Madison Avenue Director, Credit Suisse First Boston USA
Treasurer New York, NY 10010
Lori M. Russo 11 Madison Avenue Director, Credit Suisse First Boston USA
Secretary New York, NY 10010
Rhonda G. Matty 11 Madison Avenue Vice President, Credit Suisse First USA
Assistant Secretary New York, NY 10010 Boston
C-2
Kenneth J. Lohsen 11 Madison Avenue Director, Credit Suisse First Boston USA
Controller New York, NY 10010
George Horig 11 Madison Avenue Managing Director, Credit Suisse USA
Managing Director New York, NY 10010 First Boston Private Equity
Edward A. Poletti 11 Madison Avenue Director, Credit Suisse First Boston USA
Director New York, NY 10010 Private Equity
Mark A. Competiello 11 Madison Avenue Director, Credit Suisse First Boston USA
Director New York, NY 10010 Private Equity
Ivy B. Dodes 11 Madison Avenue Director, Credit Suisse First Boston USA
Director New York, NY 10010 Private Equity
Stuart S. Flamberg 11 Madison Avenue Director, Credit Suisse First Boston USA
Director New York, NY 10010
C-3
Schedule D
Directors and Executive Officers
of
Credit Suisse First Boston (USA), Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the Credit Suisse First Boston (USA), Inc. The business
address of the Credit Suisse First Boston (USA), Inc. is 11 Madison Avenue, New
York, New York 10010.
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Joe L. Roby 11 Madison Avenue New Chairman, Credit Suisse First Boston USA
Board Member York, NY 10010 business unit
John J. Mack 11 Madison Avenue Chairman of the Executive Board and USA
President and Chief Executive Officer and New York, NY 10010 President and Chief Executive
Board Member Officer, Credit Suisse First Boston
business unit and Member of the
Executive Board, Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, Credit USA
Chief Financial and Administrative New York, NY 10010 Suisse First Boston business unit
Officer and Board Member
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board Member New York, NY 10010 First Boston business unit
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk Management, USA
Head of Strategic Risk Management New York, NY 10010 Credit Suisse First Boston business
unit
D-1
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, Credit USA
Head of Financial Services Group and New York, NY 10010 Suisse First Boston business unit
Board Member
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit Suisse UK
Division Head-Fixed Income and Board New York, NY 10010 First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking and New York, NY 10010 Credit Suisse First Boston business
Board Member unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations and USA
Head of Technology, Operations and Finance New York, NY 10010 Finance, Credit Suisse First Boston
business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal and USA
General Counsel and Board Member New York, NY 10010 Regulatory Affairs, Credit Suisse
First Boston business unit
Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive Board USA
Division Head-Finance, Administration and New York, NY 10010 and Chief Financial Officer, Credit
Operations and Board Member Suisse First Boston business unit
and Member of the Executive Board,
Credit Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking and New York, NY 10010 Credit Suisse First Boston business
Board Member unit
D-2
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Robert M. Baylis 11 Madison Avenue Member of the Board of Directors for USA
Board Member New York, NY 10010 various unaffiliated companies and
organizations
Philip K. Ryan 11 Madison Avenue Member of the Executive Board and USA
Board Member New York, NY 10010 Chief Financial Officer, Credit
Suisse Group
Maynard J. Toll, Jr. 11 Madison Avenue Retired investment Banker; Chairman, USA
Board Member New York, NY 10010 Edmund S. Muskie Foundation;
President, Nelson & Toll Properties,
Ltd.
Carol B. Einiger 11 Madison Avenue Chief Investment Officer, Acting USA
Board Member New York, NY 10010 President and Chief Financial
Officer, Rockefeller University
D-3
Schedule E
Directors and Executive Officers
of
Credit Suisse First Boston, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the Credit Suisse First Boston, Inc. The business address
of the Credit Suisse First Boston, Inc. is 11 Madison Avenue, New York, New York
10010.
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
John J. Mack 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive Officer New York, NY 10010 and President and Chief
and Board Member Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Administrative Officer and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities and Board New York, NY 10010 First Boston business unit
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First
Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
E-1
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston
Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit UK
Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit
Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Chief Financial Officer and New York, NY 10010 Board and Chief Financial
Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA
Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
E-2