SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.1)*
MACDERMID, INCORPORATED
----------------------------------------------------------
(Name of Issuer)
COMMON STOCK
----------------------------------------------------------
(Title of Class of Securities)
554273 10 2
----------------------------------------------------------
(CUSIP Number)
Joshua N. Korff, Esq.
KIRKLAND & ELLIS
153 East 53rd Street
New York, NY 10022
(211) 446-4800
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 25, 2002
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 19 Pages)
-----------------------
*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 in 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).
CUSIP No. 554273 10 2 13D Page 2 of 19 Pages
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITICORP VENTURE CAPITAL LTD.
13-2598089
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,411,796**
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,411,796**
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,411,796**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents 3,411,796 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC").
CUSIP No. 554273 10 2 13D Page 3 of 19 Pages
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIBANK, N.A.
13-52266470
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,411,796**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,411,796**
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,411,796**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents 3,411,796 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC").
CUSIP No. 554273 10 2 13D Page 4 of 19 Pages
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITICORP
06-1515595
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,413,089**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,413,089**
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,413,089**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents (i) 3,411,796 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 shares held by a limited
partnership, whose general partner is a wholly-owned subsidiary of
Citicorp, to which CVC disclaims beneficial ownership.
CUSIP No. 554273 10 2 13D Page 5 of 19 Pages
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIGROUP HOLDINGS COMPANY
06-1551348
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,413,089**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,413,089**
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,413,089**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents (i) 3,411,796 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 shares held by a limited
partnership, whose general partner is a wholly-owned subsidiary of
Citicorp, a wholly-owned subsidiary of Citigroup Holdings Company, to
which CVC disclaims beneficial ownership.
CUSIP No. 554273 10 2 13D Page 6 of 19 Pages
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIGROUP INC.
52-1568099
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,446,461**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,446,461**
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,446,461**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents (i) 3,411,796 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), (ii) 1,001,293 shares held by a limited
partnership whose general partner is a wholly-owned subsidiary of
Citicorp, a wholly-owned subsidiary of Citigroup Holdings Company, a
wholly-owned subsidiary of Citigroup, Inc., to which CVC disclaims
beneficial ownership, and (iii) 33,372 shares that may be deemed to be
beneficially owned by other subsidiaries of Citigroup Inc., to which CVC
disclaims beneficial ownership.
Item 1. Securities and Issuer.
-----------------------------
This Amendment No. 1 ("Amendment") amends the Schedule 13D dated December 29,
1999 relating to the common stock, no par value, (the "Common Stock") of
MacDermid, Incorporated, a Connecticut corporation (the "Issuer"). This
Amendment is being filed with the Securities and Exchange Commission pursuant to
Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Item 2. Identity and Background.
---------------------------------
This Statement is being filed by (i) CVC, (ii) Citibank, N.A. ("Citibank"),
(iii) Citicorp, (iv) Citigroup Holdings Company ("Citigroup Holdings"), and (v)
Citigroup Inc. ("Citigroup"), (collectively, the "Reporting Persons", and each a
"Reporting Person").
Attached as Schedules A through E is information concerning each executive
officer and director of CVC, Citibank, Citicorp, Citigroup Holdings, and
Citigroup. Schedules A through E are incorporated into and made a part of this
Amendment.
(a) - (c) CVC is a New York corporation. The address of its principal business
office is 399 Park Avenue, New York, New York 10043. CVC is principally engaged
in the business of venture capital investment.
Citibank is a national banking association and is the sole stockholder of CVC.
The address of its principal business office is 399 Park Avenue, New York, New
York 10043. Citibank is a member of the Federal Reserve System and the Federal
Deposit Insurance Corp.
Citicorp is a Delaware corporation and is the sole stockholder of Citibank.
Citicorp is a U.S. bank holding company. The address of its principal business
office is 399 Park Avenue, New York, New York 10043. Citicorp is principally
engaged, through its subsidiaries, in the general financial services business.
Citigroup Holdings is a Delaware corporation and is the sole stockholder of
Citicorp. The address of its principal business office is One Rodney Square,
Wilmington, Delaware 19899. Citigroup Holdings is principally engaged, through
its subsidiaries, in the general financial services business.
Citigroup is a Delaware corporation and is the sole stockholder of Citigroup
Holdings. The address of its principal business office is 399 Park Avenue, New
York, New York 10043. Citigroup is a diversified holding company providing,
through its subsidiaries, a broad range of financial services to consumer and
corporate customers worldwide.
(d) - (f) During the last five years, none of the Reporting Persons or, to the
best of the knowledge of the Reporting Persons, any of the persons listed on
Schedules A through E hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws. Each of the individuals identified pursuant to paragraphs
(a) through (c), on Schedule A through E hereto, is a citizen of the United
States, unless otherwise indicated.
A joint filing agreement of the Reporting Persons is attached hereto as Exhibit
1.
Item 3. Source and Amount of Funds or Other Consideration.
-----------------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
--------------------------------
(a),(b) From February 7, 2002 to February 25, 2002, CVC disposed of 382,300
shares of Common Stock in open market transactions in the ordinary course of
business under Rule 144, as promulgated under the Securities Act of 1933, as
amended. Such dispositions of Common Stock were carried out pursuant to a filing
on Form 144 for the sale of 387,255 shares of Common Stock. This Amendment is
being filed because the dispositions of the Issuer's Common Stock may be deemed
to be material under Exchange Act Rule 13d-2(a).
(c) Not applicable.
(Page 7 of 19 Pages)
(d) Not applicable.
(e) - (j) Not applicable.
Item 5. Interest in Securities of the Issuer:
--------------------------------------------
(a), (b) CVC directly beneficially owns 3,411,796 shares of Common Stock. The
aggregate number of shares held by CVC represents approximately 10.6% of the
outstanding shares of Common Stock. CVC has the sole power to vote and the sole
power to dispose of the entire number of beneficially owned shares.
Citibank, exclusively through its holding company structure, indirectly
beneficially owns 3,411,796 shares of Common Stock. The aggregate number of
shares held through the holding company structure by Citibank represents
approximately 10.6% of the outstanding shares of Common Stock. Citibank has
shared power to vote and shared power to dispose of the entire number of shares
directly beneficially owned by CVC.
Citicorp, exclusively through its holding company structure, indirectly
beneficially owns 4,413,089 shares of Common Stock. 1,001,293 shares of Common
Stock are held by a limited partnership, whose general partner is a wholly-owned
subsidiary of Citicorp, to which CVC disclaims beneficial ownership. Citicorp
may be deemed to be a beneficial owner of the shares held by the limited
partnership. The aggregate number of shares held through the holding company
structure by Citicorp represents approximately 13.7% of the outstanding shares
of Common Stock. Citicorp has shared power to vote and shared power to dispose
of the entire number of shares directly beneficially owned by CVC and the
limited partnership, respectively.
Citigroup Holdings, exclusively through its holding company structure,
indirectly beneficially owns 4,413,089 shares of Common Stock. 1,001,293 shares
of Common Stock are held by a limited partnership, whose general partner is a
wholly-owned subsidiary of Citicorp, a wholly-owned subsidiary of Citigroup
Holdings, to which CVC disclaims beneficial ownership. Citigroup Holdings may be
deemed to be a beneficial owner of the shares held by the limited partnership
because Citicorp is a wholly-owned subsidiary of Citigroup Holdings. The
aggregate number of shares held through the holding company structure by
Citigroup Holdings represents approximately 13.7% of the outstanding shares of
Common Stock. Citigroup Holdings has shared power to vote and shared power to
dispose of the entire number of shares directly beneficially owned by CVC and
the limited partnership, respectively.
Citigroup, exclusively through its holding company structure, indirectly
beneficially owns 4,446,461 shares of Common Stock. 1,001,293 shares of Common
Stock are held by a limited partnership, whose general partner is a wholly-owned
subsidiary of Citicorp, a wholly-owned subsidiary of Citigroup Holdings, a
wholly-owned subsidiary of Citigroup, to which CVC disclaims beneficial
ownership. Other subsidiaries of Citigroup directly hold 33,372 shares of Common
Stock. Citigroup may be deemed to be a beneficial owner of the shares held by
the limited partnership and through its direct and indirect subsidiaries. The
aggregate number of shares held through Citigroup's holding company structure
represents approximately 13.8% of the outstanding shares of Common Stock.
Citigroup has shared power to vote and shared power to dispose of the entire
number of shares directly beneficially owned by CVC, the limited partnership,
and other subsidiaries of Citigroup, respectively.
Except as stated above, none of the Reporting Persons beneficially owns any of
the shares of capital stock of the Issuer.
(c) From February 7, 2002 to February 25, 2002, CVC disposed of 382,300 shares
of Common Stock in open market transactions in the ordinary course of business
under Rule 144, as promulgated under the Securities Act of 1933, as amended.
Such dispositions of Common Stock were carried out pursuant to a filing on Form
144 for the sale of 387,255 shares of Common Stock. The dates, share amounts,
and prices for such dispositions are as follows:
Date Shares Sold Price
---- ----------- -----
2/7/02 33,300 $19.00
2/8/02 15,000 $19.50
2/11/02 20,000 $19.30
2/12/02 30,000 $19.28
2/13/02 100,000 $19.70
2/14/02 39,000 $21.00
2/15/02 50,000 $21.01
2/19/02 20,000 $20.72
2/20/02 34,000 $20.41
2/21/02 14,000 $20.18
2/22/02 10,000 $20.07
2/25/02 17,000 $20.46
(d),(e) Not applicable
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
-------------------------------------------------------------------------------
The information set forth in Item 4 above is incorporated herein by reference.
Except as set forth herein or in the Schedules or Exhibits hereto, to the best
of the knowledge of the Reporting Persons, none of the persons listed on
Schedules A through E has any other contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls,
(Page 8 of 19 Pages)
guarantees or profits, division of profits or loss or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
-----------------------------------------
1. Joint Filing Agreement, dated as of March 4, 2002 by and among CVC,
Citibank, Citicorp, Citigroup Holdings and Citigroup.
(Page 9 of 19 Pages)
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: March 4, 2002
CITICORP VENTURE CAPITAL LTD.
By: /s/ Anthony P. Mirra
-----------------------------------
Name: Anthony P. Mirra
Title: Vice President & Assistant Secretary
CITIBANK, N.A.
By: /s/ Joseph B. Wollard
-----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITICORP
By: /s/ Joseph B. Wollard
-----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Joseph B. Wollard
-----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP, INC.
By: /s/ Joseph B. Wollard
-----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
(Page 10 of 19 Pages)
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP VENTURE CAPITAL LTD.
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
William T. Comfort Director and Senior Vice President
Director
Ann M. Goodbody Director
Director
David F. Thomas Director and Vice President
Executive Officer
Michael T. Bradley Vice President
Executive Officer
Lauren M. Connelly Vice President and Secretary
Executive Officer
Charles E. Corpening Vice President
Executive Officer
Michael A. Delaney Vice President and Managing Director
Executive Officer
Michael S. Gollner Vice President
Executive Officer
Ian D. Highet Vice President
Executive Officer
David Y. Howe Vice President
Executive Officer
Darryl A. Johnson Assistant Vice President
Executive Officer
Byron L. Knief Vice President
Executive Officer
Richard E. Mayberry Vice President
Executive Officer
Thomas F. McWilliams Vice President
Executive Officer
Anthony P. Mirra Vice President & Assistant Secretary
Executive Officer
Paul C. Schorr Vice President and Managing Director
Executive Officer
(Page 11 of 19 Pages)
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
Joseph M. Silvestri Vice President
Executive Officer
James A. Urry Vice President
Executive Officer
John D. Weber Vice President
Executive Officer
(Page 12 of 19 Pages)
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIBANK, N.A.
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
Victor J. Menezes Chairman
Director
Alan S. MacDonald Vice Chairman
Director
William R. Rhodes Vice Chairman
Director
H. Onno Ruding Vice Chairman
Director
Netherlands
Robert B. Willumstad Vice Chairman
Director and Executive Officer
Marjorie Magner Chief Administrative Officer, Global
Executive Officer Consumer Group
Deryck C. Maughan Head of Mergers and Acquisitions
Executive Officer
Douglas L. Peterson Chief Auditor
Executive Officer
Joseph T. Petro Security Officer
Executive Officer
Charles O. Prince, III Secretary
Executive Officer
Petros K. Sabatacakis Senior Risk Officer
Executive Officer
Michael E. Schlein Senior Human Resources Officer
Executive Officer
Todd S. Thompson Chief Financial Officer
Executive Officer
Guy R. Whittaker Treasurer
Executive Officer
(Page 13 of 19 Pages)
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
Alan S. MacDonald Vice Chairman
Director
Marjorie Magner Chief Administrative Officer, Global
Director and Executive Officer Consumer Group
Victor J. Menezes Chairman
Director
William R. Rhodes Vice Chairman
Director
H. Onno Ruding Vice Chairman
Director
Netherlands
Petros K. Sabatacakis Senior Risk Officer
Director and Executive Officer
Robert B. Willumstad Vice Chairman
Director
Deryck C. Maughan Head of Mergers and Acquisitions
Executive Officer
United Kingdom
Douglas L. Peterson Chief Auditor
Executive Officer
Charles O. Prince, III Secretary
Executive Officer
Michael K. Schlein Senior Human Resources Officer
Executive Officer
(Page 14 of 19 Pages)
Name, Position, Citizenship (United
States, unless otherwise
indicated) Title
Todd S. Thomson Chief Financial Officer
Executive Officer
Guy R. Whittaker Treasurer
Executive Officer
(Page 15 of 19 Pages)
SCHEDULE D
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP HOLDINGS COMPANY
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
Victor J. Menezes Director
Director
William R. Rhodes Director
Director
H. Onno Ruding Director
Director and Vice Chairman
Netherlands
Sanford I. Weill Chairman
Director
Irwin Ettinger Chief Tax Officer and Chief
Executive Officer Accounting Officer
William P. Hannon Controller
Executive Officer
Douglas L. Peterson Chief Auditor
Executive Officer
Charles O. Prince, III Secretary
Executive Officer
Firoz B. Tarapore Deputy Treasurer
Executive Officer
Todd S. Thompson Chief Financial Officer
Executive Officer
Guy R. Whittaker Treasurer
Executive Officer
Alan L. Ingber Vice President
Executive Officer
Nick Lyall Vice President
Executive Officer
Stephanie B. Mudick Vice President and Assistant Secretary/
Executive Officer Secretary Pro-Tem
Grace B. Vogel Deputy Controller
Executive Officer
Gail S. Wilson Assistant Secretary/Secretary Pro-Tem
Executive Officer
(Page 16 of 19 Pages)
SCHEDULE E
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP INC.
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
C. Michael Armstrong Chairman & Chief Executive Officer
Director AT&T Corporation
Alain J. P. Belda President & Chief Executive Officer
Director Alcoa Inc.
Brazil
Kenneth J. Bialkin Partner
Director Skadden, Arps, Slate, Meagher & Flom LLP
Kenneth T. Derr Chairman & Chief Executive Officer
Director Chevron Corporation
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
The Honorable Gerald R. Ford Former President of the United States
Honorary Director
Alfredo Harp Citigroup Inc.
Director
Mexico
Roberto Hernandez Citigroup Inc.
Director
Mexico
Ann Dibble Jordan Consultant
Director
Robert I. Lipp Chairman & CEO
Director and Executive Officer Travelers Property Casualty Corp.
Reuben Mark Chairman and Chief Executive Officer
Director Colgate-Palmolive Company
Michael T. Masin Vice Chairman and President -
Director International GTE Corporation
Dudley C. Mecum Managing Director
Director Capricorn Management
Richard D. Parsons President
Director Time Warner Inc.
Andrall E. Pearson Chairman & Chief Executive Officer
Director TRICON Global Restaurants, Inc.
Robert E. Rubin Member of the Office of the Chairman
Director and Citigroup Inc.
Executive Officer
Franklin A. Thomas Former President
Director The Ford Foundation
(Page 17 of 19 Pages)
Name, Position, Citizenship (United Title
States, unless otherwise indicated)
Sanford I. Weill Chairman and Co-Chief Executive Officer
Director and Citigroup Inc.
Executive Officer
Arthur Zankel General Partner
Director First Manhattan Co.
Winfred F. W. Bischoff Citigroup Inc.
Executive Officer
United Kingdom and Germany
Michael A. Carpenter Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank
Citigroup Inc.
Thomas Wade Jones Co-Chairman & CEO
Executive Officer SSB Asset Management Group
Deryck C. Maughan Vice Chairman
Executive Officer Citigroup Inc.
United Kingdom
Victor J. Menezes Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank
Citigroup Inc.
Charles O. Prince, III Co-General Counsel/Corporate Secretary
Executive Officer Citigroup Inc.
William R. Rhodes Vice Chairman
Executive Officer Citigroup Inc.
Todd S. Thomson Senior Vice President
Executive Officer Citigroup Inc.
Robert B. Willumstad Chairman
Executive Officer CitiFinancial Credit Company
(Page 18 of 19 Pages)
EXHIBIT INDEX
1. Joint Filing Agreement, dated as of March 4, 2002 by and
among CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup.
(Page 19 of 19 Pages)