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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Manufacturers' Services Limited
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(Name of Issuer)
Common Stock, $0.001 par value per share
(Convertible From 5.25% Series A Convertible Preferred Stock
and Issuable Upon Exercise of Warrants)
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(Title of Classes of Securities)
565005105
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(CUSIP Number)
Paul R. Kingsley
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 14, 2002
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 9 Pages
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CUSIP No. 565005105 Page 2 of 9 Pages
13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of the investment banking
business of the Credit Suisse First Boston business unit
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
See Item 5
NUMBER OF SHARES ----------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH See Item 5
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9 SOLE DISPOSITIVE POWER
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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
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14 TYPE OF REPORTING PERSON*
BK, HC, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $0.001 par value per share (the "Common Stock") of Manufacturers'
Services Limited, a Delaware corporation ("MSL"). The principal executive
offices of MSL are located at 300 Baker Avenue, Suite 106, Concord, MA 01742.
This Schedule 13D is being filed due to the acquisition (the
"Acquisition") on March 14, 2002 (as described below in Item 3) of 300,000
shares of 5.25% Series A Convertible Preferred Stock, $.001 par value per
share, (the "Preferred Stock") of MSL and warrants to purchase up to an
aggregate of 582,751 shares (the "Warrants") of Common Stock of MSL.
The Preferred Stock has a stated value of $50.00 per share and is
convertible into Common Stock at an initial conversion price of $6.44 per share
at any time prior to the scheduled redemption date of March 14, 2007 at the
option of the holder of the Preferred Stock. MSL may convert some or all of the
Preferred Stock into Common Stock prior to its scheduled redemption date of
March 14, 2007 if the closing price of the Common Stock exceeds 150% of the
conversion price for the Preferred Stock for at least 15 of 20 consecutive
trading days. If MSL effects a conversion of the Preferred Stock prior to
September 14, 2003, it will make a payment to the holders of Preferred Stock
equal to six quarterly dividends on the Preferred Stock, less any dividends
previously paid. Each holder of Preferred Stock is entitled to vote on all
matters submitted for a vote to the holders of the Common Stock and is entitled
to that number of votes equal to the number of shares of Common Stock into
which such holder's Preferred Stock could be converted. Each share of Preferred
Stock pays dividends at a rate of 5.25% per annum on its liquidation value.
Such dividends are payable quarterly on March 31, June 30, September 30 and
December 31 of each year to the record holders of Preferred Stock at the close
of business on the date that is 10 business days prior to the applicable
dividend payment date. MSL has the option to pay these dividends in cash or in
shares of Common Stock, which shares of Common Stock will be valued for such
purpose at 95% of their market value. A copy of the Certificate of Designations
for the Preferred Stock is attached hereto as Exhibit 1 and is incorporated
herein by reference.
The Warrants are exercisable until March 14, 2007 at an initial exercise
price of $7.02 per share of Common Stock. In general, after March, 14, 2003,
MSL may force the exercise of the Warrants if the closing price of the Common
Stock exceeds 175% of the exercise price for the Warrants for at least 15 of 20
consecutive trading days. A copy of the Form of Warrant is attached hereto as
Exhibit 2 and is incorporated herein by reference.
Item 2. Identity and Background.
In accordance with Securities and Exchange Commission Release No.34-39538
(January 12, 1998), this Statement 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 investment banking business (the
"Reporting Person") of the Credit Suisse First Boston business unit (the "CSFB
business unit"). The CSFB business unit is also comprised of an asset
management business ("Asset Management"). The Reporting Person provides
financial advisory and capital raising services, sales and trading for users
and suppliers of capital around the world and invests in and manages private
equity and venture capital funds. Asset Management provides asset management
and investment advisory services to institutional, mutual fund and private
investors worldwide. The address of the Bank's principal business and office is
Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of
the Reporting Person's principal business and office in the United States is
Eleven Madison Avenue, New York, New York 10010.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware
corporation. The address of CSFBI's principal business and office is Eleven
Madison Avenue, New York, New York 10010. 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.
CSG is a global financial services company with two distinct business
units. In addition to the CSFB business unit, CSG and its consolidated
subsidiaries are comprised of the Credit Suisse Financial Services business
unit (the "Credit Suisse Financial Services business unit"). CSG's business
address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed ultimately
to control the Bank and the Reporting Person. CSG, its executive officers and
directors, and its direct and indirect subsidiaries (including Asset Management
and the Credit Suisse Financial Services business unit) may beneficially own
shares of Common Stock to which this schedule relates and such shares are not
reported in this Statement. CSG disclaims beneficial ownership of Common Stock
beneficially
Page 3 of 9
owned by its direct and indirect subsidiaries, including the Reporting Person.
The Reporting Person disclaims beneficial ownership of Common Stock
beneficially owned by CSG, Asset Management and the Credit Suisse Financial
Services business unit.
As of November 3, 2000, CSFBI acquired all of the voting stock of
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed
Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), and the following entities
became indirect subsidiaries of CSFBI: (1) DLJ Merchant Banking Partners, L.P.,
a Delaware limited partnership ("DLJMBP"); (2) DLJ International Partners,
C.V., a Netherlands Antilles limited partnership ("DLJIP"); (3) DLJ Offshore
Partners, C.V., a Netherlands Antilles limited partnership ("DLJOP"); (4) DLJ
Merchant Banking Funding, Inc., a Delaware corporation ("DLJMBF"); (5) DLJ
First ESC L.P., a Delaware limited partnership and "employee securities
company" as defined in the Investment Company Act of 1940, as amended ("ESC");
(6) DLJ ESC II L.P., a Delaware limited partnership and "employee securities
company" as defined in the Investment Company Act of 1940, as amended ("ESC
II"); (7) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware
corporation ("DLJSC"); (8) DLJ Merchant Banking, Inc., a Delaware corporation
("DLJMB"); (9) DLJ Merchant Banking, L.P., a Delaware limited partnership
("DLJMBLP"); (10) Credit Suisse First Boston Private Equity, Inc., formerly
known as DLJ Capital Investors, Inc., a Delaware corporation ("CSFBPE"); (11)
DLJLBO Plans Management Corporation, a Delaware corporation ("DLJLBO"); (12)
DLJ Investment Partners II, L.P., a Delaware limited partnership ("DLJIP II");
(13) DLJ Investment Partners, L.P., a Delaware limited partnership ("DLJILP");
(14) DLJ Investment Funding II, Inc., a Delaware corporation ("DLJI Funding");
(15) DLJ Investment Partners II, Inc., a Delaware corporation ("DLJIP Inc.")
and (16) DLJ Investment Associates II, L.P., a Delaware limited partnership
("DLJIA" and, collectively with the entities listed in (1) through (15) above,
the "DLJ Entities")).
The following entities are direct or indirect subsidiaries of CSFB-USA:
(1) EMA 2001 Plan, L.P., a Delaware limited partnership and "employee
securities company" as defined in the Investment Company Act of 1940, as
amended ("EMA"); (2) Docklands 2001 Plan, L.P., a Delaware limited partnership
and "employee securities company" as defined in the Investment Company Act of
1940, as amended ("Docklands"); (3) Paradeplatz 2001 Plan, L.P., a Burmuda
limited partnership and "employee securities company" as defined in the
Investment Company Act of 1940, as amended ("Paradeplatz"); (4) CSFB 2001
Investors, L.P., a Delaware limited partnership and "employee securities
company" as defined in the Investment Company Act of 1940, as amended ("CSFB
2001"); (5) DLJLBO Plans Management Corporation II, a Delaware corporation
("DLJLBO II"); (6) DLJLBO Plans Management Corporation III, a Delaware
corporation ("DLJLBO III"); and (7) CSFB Bermuda Ltd., a Bermuda corporation
("CSFB Bermuda" and, collectively with the DLJ Entities and the entities listed
in (1) through (6) of this paragraph, the "CSFB Entities")).
DLJMBP, DLJIP, DLJOP, DLJMBF, ESC and ESC II are collectively referred to
as the "CSFB Funds".
DLJMBP makes investments for long term appreciation. DLJMB and DLJMBLP are
the general partners of DLJMBP. and, as such, make all of the investment
decisions on behalf of DLJMBP and are responsible for the day to day management
of DLJMBP. DLJMB and DLJMBLP are registered investment advisers. DLJMB is a
wholly owned subsidiary of CSFBPE.
DLJIP and DLJOP make investments for long term appreciation. DLJMB is the
general partners of DLJIP and DLJOP and, as such, makes all of the investment
decisions on behalf of DLJIP and DLJOP and is responsible for the day to day
management of DLJIP and DLJOP. DLJMB is a registered investment adviser and is
a wholly owned subsidiary of CSFBPE.
DLJMBLP makes investments for long term appreciation. DLJMB is the general
partner of DLJMBLP and, as such, makes all of the investment decisions on
behalf of DLJMBLP and is responsible for the day to day management of DLJMBLP.
DLJMB is a registered investment advisor and is a wholly owned subsidiary of
CSFBPE.
ESC, ESC II, EMA, Docklands and CSFB 2001 are Delaware limited
partnerships which make investments for long term appreciation. Paradeplatz is
a Bermuda limited partnership which makes investments for long term
appreciation. DLJLBO III is the associate general partner of ESC, EMA and
Docklands. DLJLBO is the general partner of ESC, ESC II, EMA, Docklands and
CSFB 2001. CSFB Bermuda is the general partner of Paradeplatz. DLJLBO makes all
of the investment decisions on behalf of ESC II and CSFB 2001. DLJLBO and
DLJLBO III make all of the investment decisions on behalf of ESC, EMA and
Docklands. CSFB Bermuda makes all of the investment decisions for Paradeplatz.
DLJLBO III, as the associate general partner of ESC, EMA and Docklands, in
conjunction with DLJLBO and in accordance with the terms of the relevant
partnership agreement, participates in investment decisions made on behalf of
ESC, EMA and Docklands. DLJLBO III is a wholly owned subsidiary of CSFBPE.
Page 4 of 9
DLJLBO is a registered investment adviser. As the general partner of ESC,
ESC II, EMA, Docklands and CSFB 2001, DLJLBO is responsible for the day to day
management of ESC, ESC II, EMA, Docklands and CSFB 2001. In conjunction with
DLJLBO III, DLJLBO participates in investment decisions made on behalf of ESC,
EMA and Docklands. DLJLBO makes all of the investment decisions on behalf of
ESC II and CSFB 2001. DLJLBO is a wholly owned subsidiary of CSFBPE.
DLJIP II makes investments for long term appreciation. DLJIP Inc. and
DLJIA are the general partners of DLJIP II and, as such, make all of the
investment decisions on behalf of DLJIP II and are responsible for the day to
day management of DLJIP II. DLJIP Inc. and DLJIA are registered investment
advisors. DLJIP Inc. is a wholly owned subsidiary of CSFBPE.
DLJILP makes investments for long term appreciation. DLJIA is the general
partner of DLJILP and, as such, makes all of the investment decisions on behalf
of DLJILP and is responsible for the day today management of DLJILP. DLJIA is a
registered investment advisor.
DLJIA makes investments for long term appreciation. DLJIP Inc. is the
general partner of DLJIA and, as such, makes all of the investment decisions on
behalf of DLJIA and is responsible for the day today management of DLJIA. DLJIP
Inc. is a registered investment advisor and is a wholly owned subsidiary of
CSFBPE.
DLJI Funding makes investments for long term appreciation. DLJI Funding is
a wholly owned subsidiary of CSFBPE.
CSFB Bermuda is a registered investment adviser. As the general partner of
Paradeplatz, CSFB Bermuda makes all of the investment decisions on behalf of
Paradeplatz and is responsible for the day to day management of Paradeplatz.
CSFB Bermuda is a wholly owned subsidiary of CSFBPE.
DLJMBF makes investments for long term appreciation. DLJMBF is a wholly
owned subsidiary of CSFBPE.
CSFBPE is a Delaware corporation and is a holding company. CSFBPE is a
wholly owned subsidiary of CSFB-USA.
CSFB-USA is a publicly held Delaware corporation. CSFB-USA directly owns
all of the capital stock of CSFBPE. CSFB-USA, acting on its own behalf or
through its subsidiaries, is a registered broker/dealer and registered
investment adviser engaged in investment banking, institutional trading and
research, investment management and financial and correspondent brokerage
services.
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, CSFBI, CSFB-USA, and those CSFB Entities that
are corporations are set forth on Schedules A through N attached hereto, each
of which is incorporated by reference herein.
During the past (5) years none of the Reporting Person, CSFBI, CSFB-USA,
the CSFB Entities nor, to the best knowledge of the Reporting Person, any of
the other persons listed on Schedules A through N 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.
Item 3. Source and Amount of Funds or Other Consideration.
The beneficial ownership interest in the Common Stock underlying the
Preferred Stock and the Warrants was obtained pursuant to the Securities
Purchase Agreement dated as of March 12, 2002 (the "Purchase Agreement") among
MSL, DLJMBP, DLJIP, DLJOP, DLJSC, as nominee for CSFBPE, ESCLP, EMA, Docklands,
Paradeplatz and CSFB 2001, (collectively, the "Purchasing CSFB Funds"), and
certain other purchasers. The acquisition of the Preferred Stock and Warrants
was made by the Purchasing CSFB Funds in exchange for $15,000,000. The cash
consideration came from funds available for investment of each of the
Purchasing CSFB Funds. A copy of the Purchase Agreement is attached as Exhibit
3 hereto and is incorporated herein by reference.
Page 5 of 9
Item 4. Purpose of Transaction.
The Purchasing CSFB Funds entered into the Purchase Agreement to purchase
the Preferred Stock and Warrants for general investment purposes. The
Purchasing CSFB Funds retain the right to change their investment intent.
The Reporting Person intends to review from time to time MSL's business
affairs and financial position. Based on such evaluation and review, as well as
general economic and industry conditions existing at the time, the Reporting
Person may consider from time to time various alternative courses of action.
Such actions may include the acquisition of additional shares of Common Stock
or additional shares of Preferred Stock or Warrants through open market
purchases, privately negotiated transactions, a tender offer, an exchange offer
or otherwise. Alternatively, such actions may involve the sale of all or a
portion of the shares of Common Stock, Preferred Stock or Warrants in the open
market, in privately negotiated transactions, through a public offering or
otherwise.
Except as set forth herein or attached hereto, none of the Reporting
Person, CSFBI, CSFB-USA, the CSFB Entities nor, to the best knowledge of the
Reporting Person, any of the other persons listed on Schedules A through N
attached hereto, have any plans or proposals that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As of December 31, 2001 the CSFB Funds beneficially owned 16,231,729
shares of Common Stock, as disclosed in the Schedule 13G filed on February 14,
2002.
Pursuant to the Purchase Agreement, the Purchasing CSFB Funds acquired
and, for the purpose of Rule 13d-3 promulgated under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), beneficially own (i)
300,000 shares of Preferred Stock of MSL, convertible into 2,331,000 shares of
Common Stock of MSL and (ii) Warrants to purchase 582,751 shares of Common
Stock of MSL.
The number of shares of Preferred Stock and Warrants (and the amount of
underlying Common Stock represented by such Preferred Stock and Warrants)
purchased in the Acquisition individually by the Purchasing CSFB Funds is as
follows: (i) DLJMBP - 128,471 shares of Preferred Stock, which are convertible
into 998,221 shares of Common Stock, and Warrants to purchase 249,555 shares of
Common Stock, (ii) DLJIP - 68,408 shares of Preferred Stock, which are
convertible into 531,531 shares of Common Stock, and Warrants to purchase
132,883 shares of Common Stock, (iii) DLJOP - 3,762 shares of Preferred Stock,
which are convertible into 29,231 shares of Common Stock, and Warrants to
purchase 7,308 shares of Common Stock and (iv) DLJSC, as nominee for CSFBPE,
ESCLP, EMA, Docklands, Paradeplatz and CSFB 2001 - 99,359 shares of Preferred
Stock, which are convertible into 772,020 shares of Common Stock, and Warrants
to purchase 193,005 shares of Common Stock.
After giving effect to the Acquisition, the aggregate holdings of Common
Stock of MSL by the Reporting Person is as set forth below:
As of the date of this Schedule 13D, DLJMBP directly holds 7,556,448
shares of Common Stock, 128,471 shares of Preferred Stock, which are
convertible into 998,221 shares of Common Stock, and Warrants convertible into
an additional 249,555 shares of Common Stock and has the shared power to vote
and direct the disposition of such shares and Warrants, in accordance with the
relationship described in Item 2.
As of the date of this Schedule 13D, DLJIP directly holds 3,385,504 shares
of Common Stock, 68,408 shares of Preferred Stock, which are convertible into
531,531 shares of Common Stock, and Warrants convertible into an additional
132,883 shares of Common Stock and has the shared power to vote and direct the
disposition of such shares and Warrants, in accordance with the relationship
described in Item 2.
As of the date of this Schedule 13D, DLJOP directly holds 196,291 shares
of Common Stock, 3,762 shares of Preferred Stock, which are convertible into
29,231 shares of Common Stock, and Warrants convertible into an additional
7,308 shares of Common Stock and has the shared power to vote and direct the
disposition of such shares and Warrants, in accordance with the relationship
described in Item 2.
Page 6 of 9
As of the date of this Schedule 13D, DLJSC directly holds 99,359 shares of
Preferred Stock, which are convertible into 772,020 shares of Common Stock, and
Warrants convertible into 193,005 shares of Common Stock, which shares of
Preferred Stock and Warrants are held by DLJSC as nominee for CSFBPE, ESCLP,
EMA, Docklands, Paradeplatz and CSFB2001, and DLJSC has the shared power to
vote and direct the disposition of such shares and Warrants, in accordance with
the relationship described in Item 2.
As of the date of this Schedule 13D, DLJMBF directly holds 3,027,234
shares of Common Stock and has the shared power to vote and direct the
disposition of such shares, in accordance with the relationship described in
Item 2.
As of the date of this Schedule 13D, ESC directly holds 1,882,440 shares
of Common Stock and has the shared power to vote and direct the disposition of
such shares, in accordance with the relationship described in Item 2.
As of the date of this Schedule 13D, ESC II directly holds 10,417 shares
of Common Stock and Warrants convertible into an additional 14,351 shares of
Common Stock and has the shared power to vote and direct the disposition of
such shares and Warrants, in accordance with the relationship described in Item
2.
As of the date of this Schedule 13D, DLJIP II directly holds Warrants
convertible into 94,929 shares of Common Stock and has the shared power to vote
and direct the disposition of such Warrants, in accordance with the
relationship described in Item 2.
As of the date of this Schedule 13D, DLJILP directly holds Warrants
convertible into 42,183 shares of Common Stock and has the shared power to vote
and direct the disposition of such Warrants, in accordance with the
relationship described in Item 2.
As of the date of this Schedule 13D, DLJI Funding directly holds Warrants
convertible into 15,583 shares of Common Stock and has the shared power to vote
and direct the disposition of such Warrants, in accordance with the
relationship described in Item 2.
In addition, in the ordinary course of the Reporting Person's business,
Credit Suisse First Boston Corporation ("CSFBC") directly holds approximately
6,100 shares of Common Stock in proprietary accounts.
As a result of the holdings of MSL's securities described above, the
Reporting Person may be deemed to beneficially own indirectly 19,145,482 shares
of Common Stock of MSL, representing approximately 47.1% of the outstanding
Common Stock.
To the best knowledge of the Reporting Person, and except as described
herein, neither the Reporting Person, CSFBI, CSFB-USA or any of the CSFB
Entities nor, to the best knowledge of the Reporting Person, any other persons
listed on Schedules A through N attached hereto, beneficially owns any Common
Stock.
(c) To the best knowledge of the Reporting Person, and except as
described herein, neither the Reporting Person, CSFBI, CSFB-USA or any of the
CSFB Entities nor, to the best knowledge of the Reporting Person, any other
persons listed on Schedules A through N attached hereto, has effected any
transactions in the Common Stock during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to the Purchase Agreement, each of the Purchasing CSFB Funds
agreed that (i) until September 14, 2002, it will not sell, transfer or
otherwise dispose of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, (ii) it will not exercise
any demand registration rights under the Stockholders Agreement (as such term
is defined below), which demand registration rights are described below, and
(iii) it will vote all of its shares of Common Stock in favor of certain
proposals to be submitted by MSL to its shareholders at the next meeting of
MSL's shareholders.
Pursuant to an Amended and Restated Stockholders Agreement, dated as of
June __, 2000, by and among MSL and the signatories thereto (the "Stockholders
Agreement"), the CSFB Funds have, under certain circumstances, rights regarding
Page 7 of 9
demand registration and incidental registration, under the terms and conditions
provided therein and as modified by the Purchase Agreement. Also pursuant to
the Stockholders Agreement, none of the CSFB Funds, without the consent of
DLJIP II, may (i) directly or indirectly transfer their shares of Common Stock
(except in the case of a change of control of MSL), (ii) request a demand
registration with respect to their shares of Common Stock or (iii) request an
incidental registration with respect to their shares of Common Stock. A copy of
the Stockholders Agreement is attached as Exhibit 4 hereto and is incorporated
herein by reference.
Except for the agreements described above, to the best knowledge of the
Reporting Person, there are no contracts, arrangements, understandings or
relationships (legal or otherwise), including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, between the persons enumerated
in Item 2, and any other person, with respect to any securities of MSL,
including any securities pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such securities other than standard default and similar provisions
contained in loan agreements.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: The Certificate of Designations of 5.25% Series A Convertible
Preferred Stock of MSL, as previously filed with the Commission under the
Exchange Act by MSL as an exhibit to the Current Report on Form 8-K dated March
18, 2002, which is hereby incorporated herein by reference.
Exhibit 2: The Form of Warrant to Purchase Common Stock, as previously
filed with the Commission under the Exchange Act by MSL as an exhibit to the
Current Report on Form 8-K dated March 18, 2002, which is hereby incorporated
herein by reference.
Exhibit 3: The Securities Purchase Agreement, as previously filed with the
Commission under the Exchange Act by MSL as an exhibit to the Current Report on
Form 8-K dated March 18, 2002, which is hereby incorporated herein by
reference.
Exhibit 4: The Amended and Restated Stockholders Agreement, as previously
filed with the Commission under the Exchange Act by MSL as an exhibit to the
Form S-1/A dated June 21, 2000, which is hereby incorporated herein by
reference.
Page 8 of 9
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.
Date: March 25, 2002
CREDIT SUISSE FIRST BOSTON, acting
solely on behalf of the
investment banking business of
the Credit Suisse First Boston
business unit
By: /s/ Ivy B. Dodes
--------------------------------
Name: Ivy B. Dodes
Title: Managing Director
Page 9 of 9
SCHEDULE A
Executive Officers and Directors
of
Credit Suisse First Boston Corporation
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston Corporation. The business address of Credit Suisse
First Boston Corporation is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
John J. Mack 11 Madison Avenue President, Chief Executive Officer, Board USA
New York, NY 10010 Member
David Brodsky 11 Madison Avenue General Counsel USA
New York, NY 10010
Richard F. Brueckner 11 Madison Avenue Managing Director USA
New York, NY 10010
Michael Campbell 11 Madison Avenue Managing Director USA
New York, NY 10010
Brady W. Dougan 11 Madison Avenue Managing Director, Board Member USA
New York, NY 10010
D. Wilson Ervin 11 Madison Avenue Managing Director USA
New York, NY 10010
Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010
Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA
New York, NY 10010 and Private Equity, Board Member
Robert C. O'Brien 11 Madison Avenue Managing Director USA
New York, NY 10010
Carlos Onis 11 Madison Avenue Managing Director, Board Member USA
New York, NY 10010
Richard E. Thornburgh 11 Madison Avenue Managing Director and Board Member USA
New York, NY 10010
David C. Fisher 11 Madison Avenue Chief Financial Officer USA
New York, NY 10010
Frank J. DeCongelio 11 Madison Avenue Head of Operations USA
New York, NY 10010
Lewis H. Wirshba 11 Madison Avenue Treasurer USA
New York, NY 10010
Rochelle Pullman 11 Madison Avenue Controller USA
New York, NY 10010
SCHEDULE B
Executive Officers and Directors
of
Credit Suisse First Boston, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston, Inc. The business address of Credit Suisse First
Boston, Inc. is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
John J. Mack 11 Madison Avenue President, Chief Executive Officer, Board USA
New York, NY 10010 Member
Brady W. Dougan 11 Madison Avenue Managing Director, Head of Securities USA
New York, NY 10010 Division, Board Member
D. Wilson Ervin 11 Madison Avenue Managing Director, Head of Strategic Risk USA
New York, NY 10010 Management
David C. Fisher 11 Madison Avenue Managing Director, Chief Accounting USA
New York, NY 10010 Officer
Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA
New York, NY 10010 and Private Equity, Board Member
Robert C. O'Brien 11 Madison Avenue Managing Director, Chief Credit Officer USA
New York, NY 10010
Richard E. Thornburgh 11 Madison Avenue Chief Financial Officer, Board Member USA
New York, NY 10010
Lewis H. Wirshba 11 Madison Avenue Managing Director, Treasurer USA
New York, NY 10010
Adrian R.T. Cooper 11 Madison Avenue Vice President USA
New York, NY 10010
Neil Moskowitz 11 Madison Avenue Vice President USA
New York, NY 10010
David C. O'Leary 11 Madison Avenue Vice President USA
New York, NY 10010
Carlos Onis 11 Madison Avenue Vice President USA
New York, NY 10010
Neil Radey 11 Madison Avenue Vice President USA
New York, NY 10010
Charles Stonehill 11 Madison Avenue Vice President USA
New York, NY 10010
Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010
SCHEDULE C
Executive Officers and Directors
of
Credit Suisse First Boston (USA), Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston (USA), Inc. The business address of Credit Suisse
First Boston (USA), Inc. is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
John J. Mack 11 Madison Avenue President, Chief Executive Officer, Board USA
New York, NY 10010 Member
Brady W. Dougan 11 Madison Avenue Head of Securities Division, Board USA
New York, NY 10010 Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk Management USA
New York, NY 10010
David C. Fisher 11 Madison Avenue Chief Accounting Officer USA
New York, NY 10010
Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA
New York, NY 10010 and Private Equity, Board Member
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer USA
New York, NY 10010
Richard E. Thornburgh 11 Madison Avenue Division Head Finance, Administration USA
New York, NY 10010 and Operations, Board Member
Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010
Lewis K. Wirshba 11 Madison Avenue Treasurer USA
New York, NY 10010
Robert M. Baylis 11 Madison Avenue Board Member USA
New York, NY 10010
Philip K. Ryan 11 Madison Avenue Board Member USA
New York, NY 10010
Maynard J. Toll, Jr. 11 Madison Avenue Board Member USA
New York, NY 10010
Neil Moskowitz 11 Madison Avenue Managing Director USA
New York, NY 10010
Carlos Onis 11 Madison Avenue Managing Director USA
New York, NY 10010
Neil Radey 11 Madison Avenue Managing Director USA
New York, NY 10010
Charles Stonehill 11 Madison Avenue Managing Director USA
New York, NY 10010
Stephen R. Volk 11 Madison Avenue Managing Director, Board member USA
New York, NY 10010
David Brodsky 11 Madison Avenue Managing Director, General Counsel USA
New York, NY 10010
SCHEDULE D
Executive Officers and Directors
of
the Reporting Person
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
the Reporting Person. The business address of the Reporting Person is 11
Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
John J. Mack 11 Madison Avenue Chief Executive Officer, Chairman USA
New York, NY 10010
Christopher Carter 17 Columbus Courtyard Chairman of Europe USA
London, England E14
4DA
Brady W. Dougan 11 Madison Avenue Head of Securities Division USA
New York, NY 10010
Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA
New York, NY 10010 and Private Equity
Gary G. Lynch 11 Madison Avenue Global General Counsel USA
New York, NY 10010
Thomas R. Nides 11 Madison Avenue Chief Administrative Officer USA
New York, NY 10010
Hector W. Sants 11 Madison Avenue Chief Executive of the Europe USA
New York, NY 10010
Richard E. Thornburgh 11 Madison Avenue Chief Financial Officer USA
New York, NY 10010
Stephen R. Volk 11 Madison Avenue Chairman of CSFB USA
New York, NY 10010
Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010
Eileen Murray 11 Madison Avenue Head of IT and Operations USA
New York, NY 10010
SCHEDULE E
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 director and executive officer of
Credit Suisse First Boston Private Equity, Inc. The business address of Credit
Suisse First Boston Private Equity, Inc. is 11 Madison Avenue, New York, NY
10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Hamilton E. James 11 Madison Avenue Director USA
New York, NY 10010
Lawrence M.v.D. Schloss 11 Madison Avenue Chief Executive Officer USA
New York, NY 10010
George R. Hornig 11 Madison Avenue Chief Operating Officer USA
New York, NY 10010
Kenneth J. Lohsen 11 Madison Avenue Controller USA
New York, NY 10010
Laura Raftery 11 Madison Avenue Treasurer USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Chief Financial Officer USA
New York, NY 10010
Nicole S. Arnaboldi 11 Madison Avenue Chief Operating Officer - Fund USA
New York, NY 10010 Management
SCHEDULE F
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ LBO Plans Management Corporation. The business address of DLJ LBO Plans
Management Corporation is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Joseph F. Huber 11 Madison Avenue Director USA
New York, NY 10010
David C. O'Leary 11 Madison Avenue Director USA
New York, NY 10010
Raymond M. Disco 11 Madison Avenue Treasurer USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Senior Vice President and Controller USA
New York, NY 10010
SCHEDULE G
Executive Officers and Directors
of
DLJ Merchant Banking Funding, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ Merchant Banking Funding, Inc. The business address of DLJ Merchant Banking
Funding, Inc. is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Nicole S. Arnaboldi 11 Madison Avenue Director USA
New York, NY 10010
George R. Hornig 11 Madison Avenue Director USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Director USA
New York, NY 10010
SCHEDULE H
Executive Officers and Directors
of
DLJ Merchant Banking, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ Merchant Banking, Inc.. The business address of DLJ Merchant Banking, Inc.
is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Hamilton E. James 11 Madison Avenue Chairman and Director USA
New York, NY 10010
Thompson Dean 11 Madison Avenue Managing Partner and Director USA
New York, NY 10010
Nicole S. Arnaboldi 11 Madison Avenue Director USA
New York, NY 10010
Carlos Garcia 11 Madison Avenue Managing Director Argentina
New York, NY 10010
John M. Moriarity, Jr. 11 Madison Avenue Managing Director USA
New York, NY 10010
Raymond M. Disco 11 Madison Avenue Treasurer USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Senior Vice President and Controller USA
New York, NY 10010
Lawrence M.v.D. Schloss 11 Madison Avenue Managing Partner and Director USA
New York, NY 10010
SCHEDULE I
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation II
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ LBO Plans Management Corporation II. The business address of DLJ LBO Plans
Management Corporation II is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
George R. Hornig 11 Madison Avenue Director USA
New York, NY 10010
Lawrence M.v.D. Schloss 11 Madison Avenue Chairman and Director USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Senior Vice President, Controller and USA
New York, NY 10010 Director
SCHEDULE J
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation III
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ LBO Plans Management Corporation III. The business address of DLJ LBO Plans
Management Corporation III is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
George R. Hornig 11 Madison Avenue Director USA
New York, NY 10010
Lawrence M.v.D. Schloss 11 Madison Avenue Chairman and Director USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue Senior Vice President, Controller and USA
New York, NY 10010 Director
SCHEDULE K
Executive Officers and Directors
of
Credit Suisse First Boston (Bermuda) Limited
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston (Bermuda) Limited. The business address of Credit
Suisse First Boston (Bermuda) Limited is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
David A. DeNunzio 11 Madison Avenue Chairman, President and Director USA
New York, NY 10010
Joseph F. Huber 227 West Monroe Vice President and Director USA
Street, 41st Floor,
Chicago, IL 60606
David C. O'Leary 11 Madison Avenue Vice President and Director USA
New York, NY 10010
Laura Raftery 31 Church Street Treasurer USA
Reid House
Hamilton, HM12
Bermuda
Barbara Wentworth 11 Madison Avenue Controller USA
New York, NY 10010
Peter D. Martin 31 Church Street Resident Representative UK
Reid House
Hamilton, HM12
Bermuda
SCHEDULE L
Executive Officers and Directors
of
DLJ Investment Funding II, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ Investment Funding II, Inc. The business address of DLJ Investment Funding
II, Inc. is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Nicole S. Arnaboldi 11 Madison Avenue, Director USA
New York, NY 10010
George R. Hornig 11 Madison Avenue, Director USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue, Director USA
New York, NY 10010
SCHEDULE M
Executive Officers and Directors
of
DLJ Investment Partners II, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
DLJ Investment Partners II, Inc. The business address of DLJ Investment
Partners II, Inc. is 11 Madison Avenue, New York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Hamilton E. James 11 Madison Avenue, Director USA
New York, NY 10010
Nicole S. Arnaboldi 11 Madison Avenue, Director USA
New York, NY 10010
Lawrence M.v.D. Schloss 11 Madison Avenue, Director USA
New York, NY 10010
Edward A. Poletti 11 Madison Avenue, Vice President and Controller USA
New York, NY 10010
Michael S. Isikow 11 Madison Avenue, Director and Principal USA
New York, NY 10010
Douglas Ladden 11 Madison Avenue, Principal USA
New York, NY 10010
John M. Moriarity 11 Madison Avenue, Director and Chief Operating Officer USA
New York, NY 10010
SCHEDULE N
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette Securities Corporation
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Donaldson, Lufkin & Jenrette Securities Corporation. The business address of
Donaldson, Lufkin & Jenrette Securities Corporation is 11 Madison Avenue, New
York, NY 10010.
Name Business Address Title and Present Principal Occupation Citizenship
---- ---------------- -------------------------------------- -----------
Richard F. Brueckner 11 Madison Avenue Managing Director USA
New York, NY 10010
Michael Campbell 11 Madison Avenue Managing Director USA
New York, NY 10010
Frank J. DeCongelio 11 Madison Avenue Managing Director and Head of USA
New York, NY 10010 Operations
Brady W. Dougan 11 Madison Avenue Director USA
New York, NY 10010
D. Wilson Ervin 11 Madison Avenue Managing Director USA
New York, NY 10010
Hamilton E. James 11 Madison Avenue Director USA
New York, NY 10010
Robert C. O'Brien 11 Madison Avenue Managing Director USA
New York, NY 10010
Carlos Onis 11 Madison Avenue Director USA
New York, NY 10010
Richard E. Thornburgh 11 Madison Avenue Director USA
New York, NY 10010
John J. Mack 11 Madison Avenue President, Chief Executive Officer and USA
New York, NY 10010 Director
David C. Fisher 11 Madison Avenue Chief Financial Officer USA
New York, NY 10010
David Brodsky 11 Madison Avenue Managing Director and General Counsel USA
New York, NY 10010
Lewis H. Wirshba 11 Madison Avenue Managing Director and Treasurer USA
New York, NY 10010