Page 1 of 12 pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
PRG-SCHULTZ INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
69357C107
--------------------------------------------------------------------------------
(CUSIP Number)
Ross M. Jones With a copy to:
Berkshire Partners LLC David C. Chapin, Esq.
One Boston Place Ropes & Gray
Suite 3300 One International Place
Boston, Massachusetts 02108 Boston, Massachusetts 02110
(617) 227-0050 (617) 951-7000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 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 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
------------------- ------------------
CUSIP NO. 69357C107 Page 2 of 12 pages
------------------- ------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund V, Limited Partnership
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,972,047
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,972,047
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,047
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 69357C107 Page 3 of 12 pages
------------------- ------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund VI, Limited Partnership
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 2,142,516
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,142,516
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,516
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 69357C107 Page 4 of 12 pages
------------------- ------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Investors LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 223,944
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 223,944
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,944
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 69357C107 Page 5 of 12 pages
------------------- ------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Partners LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 39,750
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 39,750
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,750
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 6 of 12 pages
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the Common Stock, no par value (the "Common
Stock"), of PRG-Schultz International, Inc., a Georgia corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 2300
Windy Ridge Parkway, Suite 100 North Tower, Atlanta, GA, 30339-8426.
Item 2. IDENTITY AND BACKGROUND.
(a) NAME
This Statement is being filed jointly by the following (each a
"Reporting Person" and collectively, the "Reporting Persons"): (1) Berkshire
Fund V, Limited Partnership, a Massachusetts limited partnership ("Fund V"), (2)
Berkshire Fund VI, Limited Partnership, a Massachusetts limited partnership
("Fund VI"), (3) Berkshire Investors LLC, a Massachusetts limited liability
company ("Berkshire Investors"), and (4) Berkshire Partners LLC, a Massachusetts
limited liability company ("Berkshire Partners").
Fifth Berkshire Associates LLC, a Massachusetts limited liability
company ("Fifth Berkshire") is the general partner of Fund V. Sixth Berkshire
Associates LLC, a Massachusetts limited liability company ("Sixth Berkshire") is
the general partner of Fund VI. The managing members of Fifth Berkshire are:
Bradley M. Bloom, J. Christopher Clifford, Kevin T. Callaghan, Richard K. Lubin,
Carl Ferenbach, Garth H. Greimann, Jane Brock-Wilson, David R. Peeler, Robert J.
Small, and Ross M. Jones (the "Berkshire Principals"). The Berkshire Principals
are also the managing members of Sixth Berkshire, Berkshire Investors, and
Berkshire Partners.
The Reporting Persons, excluding Berkshire Partners, often make
acquisitions in, and dispose of, securities of an issuer on the same terms and
conditions and at the same time. Based on the foregoing and the relationships
described herein, the Reporting Persons may be deemed to constitute a "group"
for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The filing of this statement shall not be construed as an
admission that the Reporting Persons are a group, or have agreed to act as a
group.
(b) PRINCIPAL BUSINESS
The principal business of each of Fund V, Fund VI, and Berkshire
Investors is to make investments in, buy, sell, hold, pledge, assign, and
otherwise deal in securities. The principal business of Fifth Berkshire is to
act as general partner of Fund V and certain other affiliated funds. The
principal business of Sixth Berkshire is to act as general partner of Fund VI
and certain other affiliated funds. The principal occupations of each of the
Berkshire Principals is Managing Director of Berkshire Partners. The principal
business of Berkshire Partners is to identify, research, and evaluate potential
investments for its affiliated clients, including Fund V, Fund VI, and Berkshire
Investors.
(c) PRINCIPAL ADDRESS
The following address is the business address of each of the Berkshire
Principals and the address of the principal executive offices and principal
business of the Reporting Persons, Fifth Berkshire, Sixth Berkshire, and
Berkshire Partners: One Boston Place, Suite 3300, Boston, Massachusetts 02108
(in the case of the Berkshire Principals, c/o Berkshire Partners).
(d and e) NO CONVICTIONS OR PROCEEDINGS.
Page 7 of 12 pages
During the last five years, none of the Reporting Persons, Fifth
Berkshire, Sixth Berkshire, or Berkshire Principals, nor any of their executive
officers, directors, or partners, as applicable: (i) has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in his being 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.
(f) CITIZENSHIP
Each of the Reporting Persons, Fifth Berkshire, and Sixth Berkshire is
organized under the laws of the Commonwealth of Massachusetts. Each of the
Berkshire Principals is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 16, 2002, Fund V and Berkshire Investors (collectively, the
"Purchasers") agreed to purchase in a private transaction, shares of Common
Stock from two directors of the Issuer, Howard Schultz, chairman, and Andrew
Schultz, executive vice president and director, and certain of their affiliates
(the "Schultz Holders"). Upon the closing of the transaction, anticipated to
occur on August 27, 2002, (the "Closing Date"), Fund V will purchase 1,972,047
shares of Common Stock at a price per share of $8.72 and will have the right,
exercisable 170 days after the Closing Date, to acquire up to an additional
657,348 shares of Common Stock pursuant to a put/call arrangement with the
Schultz Holders; Fund V, on behalf of Fund VI, will purchase 2,142,516 shares of
Common Stock at a price per share of $8.72 on the Closing Date and will have the
right, exercisable 170 days after the Closing Date, to acquire up to an
additional 714,171 shares of Common Stock pursuant to a put/call arrangement
with the Schultz Holders; and Berkshire Investors will purchase 223,944 shares
of Common Stock at a price per share of $8.72 on the Closing Date and will have
the right, exercisable 170 days after the Closing Date, to acquire up to an
additional 74,649 shares pursuant to a put/call arrangement with the Schultz
Holders. On the Closing Date, Fund V will purchase both Fund VI's and its
allocation of Common Stock with available funds received from capital
contributions by its partners. Fund V, an affiliate of Fifth Berkshire, Fund VI,
and Sixth Berkshire, will then transfer the shares of Common Stock purchased by
Fund VI and Berkshire Investors to those entities subsequent to the Closing Date
and up to 45,872 shares to an unaffiliated entity subsequent to the Closing
Date.
Item 4. PURPOSE OF TRANSACTION.
The Schultz Holders have entered into an agreement on August 16, 2002,
to sell approximately 4.34 million shares of Common Stock to the Purchasers in a
private transaction for approximately $37.8 million.
The Purchasers have also agreed to lend to certain Schultz Holders
approximately $12.6 million. In addition, the Purchasers have entered into put
and call arrangements to purchase additional shares from the Schultz Holders to
the extent that the Issuer does not exercise its option granted by the Schultz
Holders. That option, expiring in approximately six months, grants to the Issuer
the right to purchase up to approximately 1.45 million shares of Common Stock,
at a price of $8.72 per share plus accretion at 8% per annum.
The Purchasers have also entered into a purchase agreement with an
existing investor in the Issuer, pursuant to which the Purchasers may purchase
up to an additional 723,084 shares of Common Stock.
Upon their purchase of the approximately 4.34 million shares on the
Closing Date, the Purchasers are expected to own approximately 6.7% of the
outstanding Common Stock of the Issuer. In addition, the Purchasers will have a
right, exercisable 170 days after the Closing Date, to acquire up to an
additional 1.45 million shares, or approximately 2.2%, of the outstanding Common
Stock of the Issuer pursuant to the put/call arrangement and purchase agreement
described above.
Page 8 of 12 pages
The Purchasers have agreed with the Issuer not to sell any shares of
Common Stock acquired in the transaction prior to January 24, 2004, except for
transfers to affiliates and transfers approved by the Company's board of
directors. The Purchasers will also have registration rights with certain
limitations.
The shares of Common Stock covered by this filing are being held for
investment purposes. The Reporting Persons will continue to monitor and evaluate
their investment in the Issuer in light of pertinent factors, including without
limitation the following: (a) the Issuer's business, operations, assets,
financial condition and prospects; (b) market, general economic and other
conditions; and (c) other investment opportunities available to the Reporting
Persons. In light of the foregoing factors, and the plans and requirements of
the Reporting Persons from time to time, including the plans described below,
the Reporting Persons may decide to (i) dispose of some or all of the shares of
the Common Stock that they beneficially own or (ii) acquire additional shares of
Common Stock or other securities of the Issuer.
One of the Berkshire Principals, Garth H. Greimann, is currently a
member of the Board of Directors of the Issuer and, pursuant to an Investor
Rights Agreement between the Purchasers and the Issuer, will be nominated by the
Issuer to stand for election as a director for as long as the Purchasers
collectively own at least 2,000,000 shares of Common Stock.
Except as described above, the Reporting Persons do not have any plans
or proposals that relate to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving the
Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount
of assets of the issuer or of any of its subsidiaries; (iii) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors; (iv) any material change in
the present capitalization or dividend policy of the Issuer; (v) any other
material change in the Issuer's business or corporate structure; (vi) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (ix) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Upon the closing of the transaction, the Purchasers collectively
will own an aggregate of 4,338,507 shares, or approximately 6.7% of the
outstanding shares based on 64,571,944 shares outstanding as of July 31, 2002 as
reported by the Issuer on its quarterly report on Form 10-Q filed with the
Commission on August 9, 2002. The Purchasers collectively will also have the
right, exercisable 170 days after the Closing Date, to acquire up to an
aggregate of 1,446,168 additional shares, or approximately 2.2% of the Issuer's
outstanding shares. The numbers of shares and percentages included in the
previous two sentences do not include 12,291 shares of Common Stock held on the
date hereof by certain Berkshire Principals, nor do they include options
exercisable for an additional 39,750 shares of Common Stock held on the date
hereof by Berkshire Partners that were acquired as compensation for Garth H.
Greimann's service as a member of the Issuer's board of directors. Since none of
the Purchasers has voting or investment power with respect to the shares
beneficially owned by the Berkshire Principals or Berkshire Partners, the
Purchasers disclaim beneficial ownership of such shares, and Berkshire Partners
disclaims beneficial ownership of the shares beneficially owned by the Berkshire
Principals.
By virtue of the relationships described herein, the Reporting Persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Exchange Act. As a member of a group, each Reporting Person may be deemed to
share voting and dispositive power with respect to, and therefore beneficially
own, the shares beneficially owned by members of the group as a whole. The
filing of this Statement shall not be construed as an admission that the
Reporting Persons beneficially own those shares held by any other members of the
group or the Other Berkshire Holders.
Page 9 of 12 pages
(b) Assuming it acquires all the shares subject to the put/call
arrangement, Fund V will have sole voting power with respect to 2,629,395 shares
of Common Stock and will have sole dispositive power with respect to 2,629,395
shares of Common Stock. Fund V will be the direct beneficial owner of the
2,629,395 shares of Common Stock over which it will have voting and dispositive
power.
As the sole general partner of Fund V, Fifth Berkshire may be deemed to
beneficially own 2,629,395 shares of Common Stock held by Fund V. The filing of
this statement shall not be construed as an admission that Fifth Berkshire is,
for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of
such shares held by Fund V.
Assuming it acquires all the shares subject to the put/call
arrangement, Fund VI will have sole voting power with respect to 2,856,687
shares of Common Stock and will have sole dispositive power with respect to
2,856,687 shares of Common Stock. Fund VI will be the direct beneficial owner of
the 2,856,687 shares of Common Stock over which it will have voting and
dispositive power.
As the sole general partner of Fund VI, Sixth Berkshire may be deemed
to beneficially own 2,856,687 shares of the Common Stock held by Fund VI. The
filing of this statement shall not be construed as an admission that Sixth
Berkshire is, for the purpose of Section 13(d) of the Exchange Act, the
beneficial owner of such shares held by Fund VI.
Assuming it acquires all the shares subject to the put/call
arrangement, Berkshire Investors will have sole voting power with respect to
298,593 shares of Common Stock and will have sole dispositive power with respect
to 298,593 shares of Common Stock. Berkshire Investors will be the direct
beneficial owner of the 298,593 shares of Common Stock over which it will have
voting and dispositive power.
Berkshire Partners has sole voting power with respect to 39,750 shares
of Common Stock and has sole dispositive power with respect to 39,750 shares of
Common Stock. Berkshire Partners is the direct beneficial owner of the 39,750
shares of Common Stock over which it has voting and dispositive power.
By virtue of their positions as managing members of Fifth Berkshire,
Sixth Berkshire, Berkshire Investors, and Berkshire Partners, the Berkshire
Principals may be deemed to possess indirect beneficial ownership of the shares
of Common Stock beneficially owned by the Reporting Persons. None of the
Berkshire Principals, acting alone, however, has voting or investment power with
respect to the shares beneficially owned by the Reporting Persons, and, as a
result, each Berkshire Principal disclaims beneficial ownership of such shares
of Common Stock.
(c) Other than the transaction disclosed in Item 4 hereof, there have
been no transactions in shares of Common Stock entered into by the Reporting
Persons during the past 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4, and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Undertaking.
99.2 Stock Purchase Agreement dated as of August 16, 2002, between
the Purchasers and the Schultz Holders.
99.3 Investor Rights Agreement to be dated as of the Closing Date
between the Purchasers and the Issuer.
99.4 Registration Rights Agreement to be dated as of the Closing
Date between the Purchasers and the Issuer.
Page 10 of 12 pages
99.5 Form of Secured Promissory Note to be dated as of the Closing
Date between the Purchasers and the Schultz Holders.
99.6 Form of Pledge Agreement to be dated as of the Closing Date
between the Purchasers and the Schultz Holders.
99.7 Subordination Agreement to be dated as of the Closing Date
between the Purchasers and the Issuer.
99.8 Form of Purchase Agreement to be dated as of the Closing Date
made between the Purchasers and certain other parties.
99.9 Side Letter to the Stock Purchase Agreement dated as of August
16, 2002, by the Issuer.
Page 11 of 12 pages
SIGNATURES
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: August 26, 2002 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC,
its General Partner
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------
BERKSHIRE FUND VI, LIMITED PARTNERSHIP
By: Sixth Berkshire Associates LLC,
its General Partner
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------
BERKSHIRE INVESTORS LLC
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------
FIFTH BERKSHIRE ASSOCIATES LLC
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------
SIXTH BERKSHIRE ASSOCIATES LLC
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------
Page 12 of 12 pages
BERKSHIRE PARTNERS LLC
By: /s/ Ross M. Jones
----------------------------------
Name: Ross M. Jones
--------------------------------
Title: Managing Director
-------------------------------