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)
(AMENDMENT NO. 3)
CROWN CASTLE INTERNATIONAL CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
22822710
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(CUSIP Number)
Carl Ferenbach 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) 951-7371
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition 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)
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CUSIP NO. 22822710 Page 2 of 12 Pages
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SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund V, Limited Partnership
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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
WC
--------------------------------------------------------------------------------
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
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 7,798,313.49
SHARES --------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 7,798,313.49
WITH --------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,798,313.49
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.66%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 3 of 12 Pages
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SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund VI, Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
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
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 8,406,098.64
SHARES --------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 8,406,098.64
WITH --------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,406,098.64
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.95%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 4 of 12 Pages
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SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
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 873,503.66
SHARES --------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 873,503.66
WITH --------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,503.66
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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)
0.41%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 5 of 12 Pages
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SCHEDULE 13D
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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
WC
--------------------------------------------------------------------------------
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 25,000
SHARES --------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 25,000
WITH --------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
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14. TYPE OF REPORTING PERSON
PN
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Page 6 of 12 Pages
Item 1. SECURITY ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the Common Stock, par value $0.01 per share (the
"Common Stock"), of Crown Castle International Corp., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at 510
Bering Drive, Suite 500, Houston, TX 77057.
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 and Sixth Berkshire
Associates LLC, a Massachusetts limited liability company ("Sixth Berkshire") is
the general partner of Fund VI. The managing members of Fifth Berkshire and
Sixth 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 Berkshire Investors and the managing directors of 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 Berkshire Partners is to
identify, research and evaluate potential investments for its affiliated
clients, including Fund V, Fund VI and Berkshire Investors. 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. The principal occupations of each of the Berkshire
Principals is managing director of Berkshire Partners.
(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 and Sixth Berkshire: 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.
During the last five years, none of the Reporting Persons, Fifth
Berkshire, Sixth Berkshire or the Berkshire Principals, nor any of their
executive officers, directors, or partners, as applicable: (i) has been
convicted in any
Page 7 of 12 Pages
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.
As disclosed in the Schedule 13D filed by Fund V and Berkshire
Investors (collectively, the "Purchasers") on July 3, 2002 ("Schedule 13D"), in
a series of transactions completed on June 27, 2002, the Purchasers purchased,
in the market, shares of Common Stock and shares of the Issuer's 6.25%
Convertible Preferred Stock (the "Preferred Stock"). At that time, Fund V
purchased (i) 12,739,264 shares of Common Stock and (ii) 1,298,182 shares of
Preferred Stock, which were then convertible into 1,760,264.78 shares of Common
Stock for $74,615,525 in the aggregate. Berkshire Investors purchased (i)
606,636 shares of Common Stock and (ii) 61,818 shares of Preferred Stock, which
were then convertible into 83,821.02 shares of Common Stock for $3,553,137 in
the aggregate. Berkshire Fund V Investment Corp. ("Investment Corp."), an
affiliate of Fund V and Fifth Berkshire, facilitated Fund V's purchase of its
shares of Common Stock and Preferred Stock by advancing Fund V the purchase
price which Fund V has repaid with funds from available funds and capital
contributions from its partners, representing the ultimate source of the funds.
In addition, as disclosed in the Schedule 13D filed by the Purchasers on July 3,
2002, in a series of transactions completed on June 28, 2002, the Purchasers
purchased, in the market, 43,983 shares of the Issuer's 12 3/4% Senior
Exchangeable Preferred Stock (the "Exchangeable Preferred Stock") for
$21,561,888 in the aggregate. Shares of the Exchangeable Preferred Stock are not
voting securities, and are not convertible into voting securities and thus are
not reported on for purposes of this Schedule 13D.
As disclosed in Amendment No. 1 to the Schedule 13D (filed on September
9, 2002), on August 15, 2002, each of the holders of Preferred Stock (including
Fund V and Berkshire Investors) received a dividend in the form of shares of
Common Stock on the Preferred Stock held by each such holder. Fund V received
410,215 shares of Common Stock and Berkshire Investors received 19,533 shares of
Common Stock.
As disclosed in Amendment No. 1 to the Schedule 13D (filed on September
9, 2002), in a series of transactions completed on September 3, 2002, the
Purchasers purchased, in the market, shares of Common Stock. Fund V purchased
909,976 shares of Common stock for $1,639,394.56 in the aggregate, and Berkshire
Investors purchased 48,124 shares of Common stock for $86,699.44 in the
aggregate.
As disclosed in Amendment No. 1 to the Schedule 13D (filed on September
9, 2002), on September 6, 2002, Fund VI purchased from Fund V and Investment
Corp. (1) 7,251,928 shares of Common Stock for $28,685,577.10, (2) 669,295
shares of Preferred Stock, which are currently convertible into 907,518.64
shares of Common Stock, for $10,913,202.15 and (3) 21,756 shares of Exchangeable
Preferred Stock for $10,611,071.88. In addition, on September 6, 2002, Berkshire
Investors purchased from Fund V and Investment Corp. (1) 78,204 shares of Common
Stock for $311,563.37, (2) 7,315 shares of Preferred Stock, which are currently
convertible into 9,918.64 shares of Common Stock, for $119,275.38 and (3) 238
shares of Exchangeable Preferred Stock for $116,195. Fund VI and Berkshire
Investors purchased all such shares with cash from available funds and capital
contributions from their partners.
One of the members of the Board of Directors of the Issuer, Mr. Randall
A. Hack, also serves as an Advisory Director of Berkshire Partners. In this
capacity, Mr. Hack provides advice and counsel to Berkshire Partners and its
affiliates based upon his business and relevant industry experience. Mr. Hack
also participates with Berkshire Partners or its affiliates from time to time in
selected investments. The Reporting Persons have had discussions with Mr. Hack
with respect to their investment in the Issuer, and they expect that Mr. Hack
will participate in their investment in the Issuer. Any such investment would be
subject to the Issuers's insider trading policies.
Page 8 of 12 Pages
On September 12, 2002, the Issuer granted to Berkshire Partners options
(the "Options") to purchase 25,000 shares of Common Stock. The Options are
immediately exercisable at an exercise price of $3.28 per share. The Options
were granted as a component of the compensation of Carl Ferenbach, a Berkshire
Principal, who serves as a director of the Issuer on behalf of Berkshire
Partners.
In a series of transactions completed on September 13, 2002, the
Purchasers and Fund VI purchased, in the market, shares of Common Stock. Fund V
purchased 226,181 shares of Common Stock for $564,748 in the aggregate, Fund VI
purchased 246,652 shares of Common Stock for $615,862 in the aggregate and
Berkshire Investors purchased 27,267 shares of Common Stock for $68,083 in the
aggregate.
Item 4. PURPOSE OF TRANSACTION.
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, the Reporting Persons may decide to (i)
dispose of some or all of the shares of the Preferred Stock that they
beneficially own and/or the shares of Common Stock into which such shares of the
Preferred Stock are convertible or (ii) acquire additional shares of Common
Stock, shares of the Preferred Stock or other securities of the Issuer.
Earlier this calendar year, the Issuer and Berkshire Partners had a
number of discussions with respect to Berkshire Partners and one or more of its
affiliates making a direct investment in the Issuer. Due primarily to market
conditions at the time, the parties did not reach agreement on terms. Berkshire
Partners decided to purchase in the open market instead. Subsequent to the
filing of the Schedule 13D by the Fund V and Berkshire Investors on July 3,
2002, Carl Ferenbach, one of the Berkshire Principals, was elected to the Board
of Directors of the Issuer on July 18, 2002.
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.
Page 9 of 12 Pages
(a) As of the date hereof, the Reporting Persons collectively own an
aggregate of 17,102,915.80 shares of Common Stock, or approximately 8.03% of the
outstanding shares of Common Stock based on 212,990,370 shares of Common Stock
outstanding as of August 1, 2002 as reported by the Issuer on its quarterly
report on Form 10-Q filed with the Commission on August 14, 2002. The number of
shares and percentages included in the previous sentence do not include 904,529
shares of Common Stock held on the date hereof by certain Berkshire Principals,
other current or former employees of Berkshire Partners and trusts for the
benefit of such persons (collectively, the "Other Berkshire Holders"). Since
none of the Reporting Persons has voting or investment power with respect to the
Shares beneficially owned by the Other Berkshire Holders, the Reporting Persons
disclaim beneficial ownership of such shares.
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.
(b) Fund V has sole voting power with respect to 7,798,313.49 shares
of Common Stock and has sole dispositive power with respect to 7,798,313.49
shares of Common Stock. Fund V is the direct beneficial owner of the
7,798,313.49 shares of Common Stock over which it has voting and dispositive
power.
As the sole general partner of Fund V, Fifth Berkshire may be deemed to
beneficially own 7,798,313.49 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.
Fund VI has sole voting power with respect to 8,406,098.64 shares of
Common Stock and has sole dispositive power with respect to 8,406,098.64 shares
of Common Stock. Fund VI is the direct beneficial owner of the 8,406,098.64
shares of Common Stock over which it has voting and dispositive power.
As the sole general partner of Fund VI, Sixth Berkshire may be deemed
to beneficially own 8,406,098.64 shares of 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.
Berkshire Investors has sole voting power with respect to 873,503.66
shares of Common Stock and has sole dispositive power with respect to 873,503.66
shares of Common Stock. Berkshire Investors is the direct beneficial owner of
the 873,503.66 shares of Common Stock over which it has voting and dispositive
power.
Berkshire Partners has sole voting power with respect to 25,000 shares
of Common Stock and has sole dispositive power with respect to 25,000 shares of
Common Stock. Berkshire Partners is the direct beneficial owner of the 25,000
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 and Berkshire Investors and managing directors of Berkshire
Partners, the Berkshire Principals may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned by Fund V, Fund VI,
Berkshire Investors and Berkshire Partners. However, none of the Berkshire
Principals, acting alone, has voting or investment power with respect to the
shares beneficially owned by Fund V, Fund VI, Berkshire Investors or Berkshire
Partners, and, as a result, each Berkshire Principal disclaims beneficial
ownership of such shares of Common Stock.
(c) Annex A attached hereto and incorporated herein by reference sets
forth all of the transactions in shares of Common Stock entered into by the
Reporting Persons since the most recent filing on Schedule 13D by the
Page 10 of 12 Pages
Reporting Persons on September 10, 2002, including (i) the identity of the
Reporting Person, (ii) the date of the transaction, (iii) the number of shares
of Common Stock involved, (iv) the price per share and (v) where and how the
transaction was effected.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 of this Amendment No. 3 to Schedule
13D and the Exhibits and Annexes to this Amendment No. 3 to Schedule 13D are
incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: September 13, 2002 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its
General Partner
By: /s/ Carl Ferenbach
------------------------------------
Name: Carl Ferenbach
----------------------------------
Title: Managing Director
---------------------------------
BERKSHIRE FUND VI, LIMITED PARTNERSHIP
By: Sixth Berkshire Associates LLC, its
General Partner
By: /s/ Carl Ferenbach
------------------------------------
Name: Carl Ferenbach
----------------------------------
Title: Managing Director
---------------------------------
BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
------------------------------------
Name: Carl Ferenbach
----------------------------------
Title: Managing Director
---------------------------------
BERKSHIRE PARTNERS LLC
By: /s/ Carl Ferenbach
------------------------------------
Name: Carl Ferenbach
----------------------------------
Title: Managing Director
---------------------------------
Page 12 of 12 Pages
ANNEX A
COMMON STOCK
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Reporting Person Date of Number of Price Per Where and how Transaction
Transaction Shares Share Effected
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Berkshire Fund V, Limited Partnership 9/11/02 111,485 $2.49751366* Open Market Purchase by its
("Fund V") Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Berkshire Investors LLC ("Berkshire 9/11/02 13,440 $2.4975089* Open Market Purchase by its
Investors") Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Berkshire Fund VI, Limited Partnership 9/11/02 121,575 $2.49751322* Open Market Purchase by its
("Fund VI") Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Fund V 9/12/02 103,616 $2.49929731* Direct Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Berkshire Investors 9/12/02 12,492 $2.4992972* Open Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Fund VI 9/12/02 112,992 $2.49929721* Open Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Fund V 9/13/02 11,080 $2.468* Open Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Berkshire Investors 9/13/02 1,335 $2.468* Open Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Fund VI 9/13/02 12,085 $2.468* Open Market Purchase by its
Broker-Dealer
-----------------------------------------------------------------------------------------------------------------
Berkshire Partners LLC 9/12/02 25,000 $3.28** Grant of options from the
Issuer
-----------------------------------------------------------------------------------------------------------------
* The Price Per Share is calculated on a weighted average basis for all trades
made by a Reporting Person on each date included on this chart and does not
include amounts for brokerage commissions.
** Represents the exercise price per share.