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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Metals USA, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
591324 20 7
(CUSIP Number)
Greg E. Jansen
Katten Muchin Zavis Rosenman
525 W. Monroe, Suite 1600
Chicago, Illinois 60657
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 2004
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 591324 20 7 |
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13D |
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Page 2 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
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3. |
SEC Use Only |
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4. |
Source
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
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8. |
Shared
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Sole
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 2 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 3 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
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Shared
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Sole
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Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 3 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 4 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 4 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 5 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 5 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 6 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 6 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 7 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 7 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 8 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 8 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 9 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 9 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 10 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 10 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 11 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 11 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 12 of 22 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Page 12 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 13 of 22 Pages |
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Item 1. |
Security and Issuer |
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The class of equity securities to which this statement relates is the Common Stock, no par value (the “Shares”), of Metals USA, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Riverway, Suite 1100, Houston, Texas 77056. |
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Item 2. |
Identity and Background |
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The names of the persons filing this statement are (i) Citadel Investment Group, L.L.C., a Delaware limited liability company (“CIG”), (ii) GLB Partners, L.P., a Delaware limited partnership (“GLB”), (iii) Citadel Limited Partnership, an Illinois limited partnership (“CLP”), (iv) Citadel Wellington Partners L.P. SE, a Delaware limited partnership (“CWPSE”), (v) Citadel Wellington Partners L.P., an Illinois limited partnership (“CWP”), (vi) Citadel Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”), (vii) Citadel Credit Products Ltd., a Cayman Islands company (“CCP”), (viii) Citadel Jackson Investment Fund Ltd., a Cayman Islands company (“CJIF”); (ix) Citadel Equity Fund Ltd., a Cayman Islands company (“CEF”), (x) Citadel Credit Trading Ltd., a Cayman Islands company (“CCT”) and (xi) Kenneth Griffin, an individual. CIG, GLB, CLP, CWPSE, CWP, CKGSF, CCP, CJIF, CEF, CCT and Mr. Griffin shall collectively be referred to as the “Reporting Persons.” |
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CIG provides administrative and management services to its affiliated entities. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CIG is set forth in Schedule A hereto and is incorporated herein by reference. CIG is the general partner of GLB. GLB is the general partner of CLP. |
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CLP provides investment advisory services to investment funds. CLP is the general partner of CWP and CWPSE and, in that capacity, makes all of the investment decisions for CWP and CWPSE. CLP is also the investment advisor for CKGSF, CCP, CJIF, CEF and CCT and makes all of the investment decisions for such entities. |
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CWP, CWPSE and CKGSF each invest in investment funds for their own account. CWP, CWPSE and CKGSF collectively own 100% of CEF. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CKGSF is set forth in Schedule B hereto and is incorporated herein by reference. |
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CCP and CJIF invest in investment funds for their own account. CCP owns 100% of CCT directly and indirectly through its wholly owned subsidiary, CJIF. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CCP is set forth in Schedule C hereto and is incorporated herein by reference. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CJIF is set forth in Schedule D hereto and is incorporated herein by reference. |
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|
CEF and CCT purchase, hold and sell securities and other investment products. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CEF is set forth in Schedule E hereto and is incorporated |
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Page 13 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 14 of 22 Pages |
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herein by reference. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CCT is set forth in Schedule F hereto and is incorporated herein by reference. |
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|
Mr. Griffin is the President and Chief Executive Officer of CIG and owns a controlling interest in CIG. Mr. Griffin is a citizen of the United States of America. |
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|
The principal business address and the principal office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
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During the last five years, none of the Reporting Persons, or to the best of each Reporting Persons’ knowledge, any of the persons listed on Schedules A-F attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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 federal or state securities laws or finding any violation with respect to such laws. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Not applicable. |
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Item 4. |
Purpose of Transaction |
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The Reporting Persons previously filed a statement on Schedule 13G, dated February 13, 2003, and an amendment to such statement, dated February 12, 2004, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shares. On February 12, 2004, a representative of the Reporting Persons discussed with representatives of the Issuer a request for representation on the Board of Directors of the Issuer. On February 13, 2004, a representative of the Issuer indicated that the Issuer was prepared to nominate two candidates proposed by the Reporting Persons to serve on the Board of Directors of the Issuer. As a result, on February 23, 2004, the Reporting Persons filed a statement on Schedule 13D pursuant to Rule 13d-1(e)(1) under the Exchange Act. |
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|
The Reporting Persons received the Shares pursuant to the Issuer’s reorganization and are holding the Shares for investment. The Reporting Persons have sold 1,288,810 Shares. Accordingly, the Reporting Person are required to amend the Schedule 13D, dated February 23, 2004. |
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Except as set forth above, none of the Reporting Persons has any plan 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. |
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Page 14 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 15 of 22 Pages |
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Item 5. |
Interest in Securities of the Issuer |
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(a) For the purpose of Rule 13d-3 promulgated under the Exchange Act, as a result of the relationships described in Item 2, the Reporting Persons each may be deemed to beneficially own 3,386,636 Shares, representing approximately 16.8% of the outstanding Shares of the Issuer (based on 20,202,846 Shares issued and outstanding as of November 8, 2004 plus warrants to acquire 7,305 Shares). Of these Shares, 7,305 represent Shares that may be acquired upon the exercise of warrants that may be deemed to be beneficially owned by each Reporting Person. |
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|
CEF directly owns 2,370,645 Shares, representing approximately 11.7% of the outstanding Shares of the Issuer (based on 20,202,846 Shares issued and outstanding as of November 8, 2004 plus warrants to acquire 7,305 Shares). Of these Shares, 5,114 represent Shares that CEF has a right to acquire upon the exercise of warrants directly owned by it. |
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|
CCT directly owns 1,015,991 Shares, representing approximately 5.0% of the outstanding Shares of the Issuer (based on 20,202,846 Shares issued and outstanding as of November 8, 2004 plus warrants to acquire 7,305 Shares). Of these Shares, 2,191 represent Shares that CCT has a right to acquire upon the exercise of warrants directly owned by it. |
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|
Except as set forth in this Item 5(a), none of the Reporting Persons, or, to the best of its knowledge, any persons named in Schedules A-F hereto owns beneficially any Shares. |
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|
(b) As a result of the relationships described in Item 2, each of the Reporting Persons may be deemed to have shared power to vote or to direct the vote or shared power to dispose or direct the disposition of 3,386,636 Shares. |
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|
(c) The Reporting Persons have made sales of an aggregate of 1,288,810 shares during the period beginning November 15, 2004 and ending November 17, 2004. CEF has sold 902,167 Shares and CCT has sold 386,643 Shares. |
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|
Except as set forth in this Item 5(c), none of the Reporting Persons, or to the best of each Reporting Persons’ knowledge, any of the persons listed on Schedules A-F attached hereto, has effected any transaction in the Shares during the past 60 days. |
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|
(d) Inapplicable. |
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|
(e) Inapplicable. |
|
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
|
The Reporting Persons have entered into a Joint Filing Agreement (a copy of which is filed as Exhibit 1 to the Schedule 13D, dated February 23, 2004, and incorporated by reference herein) regarding the filing of the Schedule 13D, dated February 23, 2004, and this amendment hereto. |
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Page 15 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 16 of 22 Pages |
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An option was granted on May 17, 2004 to James E. Bolin, a director of the Issuer who is an employee of CIG. Pursuant to an agreement between James Bolin and CIG, CIG and each of the other Reporting Persons jointly filing this Schedule 13D may be deemed to have an indirect pecuniary interest in the shares underlying the option. Each of the persons filing this Schedule 13D disclaims beneficial ownership of the option except to the extent of its pecuniary interest therein. |
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|
Except for as set forth above, to the best knowledge of each 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 the Issuer, 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. |
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|
Item 7. |
Material to Be Filed as Exhibits |
|
Exhibit 1: Joint Filing Agreement among the Reporting Persons.* |
|
*Previously filed.
Page 16 of 22
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CUSIP No. 591324 20 7 |
|
13D |
|
Page 17 of 22 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated this 19th day of November, 2004 |
KENNETH GRIFFIN |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, attorney-in-fact* |
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CITADEL LIMITED PARTNERSHIP |
CITADEL INVESTMENT GROUP, L.L.C. |
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By: |
GLB Partners, L.P., |
By: |
/s/ Adam C. Cooper |
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its General Partner |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
CITADEL EQUITY FUND LTD. |
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By: |
/s/ Adam C. Cooper |
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By: |
Citadel
Limited Partnership, |
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Adam C.
Cooper, Senior Managing |
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By: |
GLB
Partners, L.P., |
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By: |
Citadel
Investment Group, L.L.C., |
By: |
Citadel
Investment Group, L.L.C., |
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||
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C.
Cooper, Senior Managing |
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Adam C.
Cooper, Senior Managing |
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CITADEL
WELLINGTON PARTNERS |
CITADEL JACKSON INVESTMENT |
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By: |
Citadel
Limited Partnership, |
By: |
Citadel
Limited Partnership, |
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By: |
GLB
Partners, L.P., |
By: |
GLB
Partners, L.P., |
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||
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By: |
Citadel
Investment Group, L.L.C., |
By: |
Citadel
Investment Group, L.L.C., |
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||
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C.
Cooper, Senior Managing |
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Adam C.
Cooper, Senior Managing |
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Page 17 of 22
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CUSIP No. 591324 20 7 |
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13D |
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Page 18 of 22 Pages |
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CITADEL WELLINGTON PARTNERS |
CITADEL CREDIT TRADING LTD. |
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By: |
Citadel
Limited Partnership, |
By: |
Citadel
Limited Partnership, |
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By: |
GLB
Partners, L.P., |
By: |
GLB
Partners, L.P., |
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By: |
Citadel
Investment Group, L.L.C., |
By: |
Citadel
Investment Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C.
Cooper, Senior Managing |
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Adam C.
Cooper, Senior Managing |
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CITADEL CREDIT PRODUCTS LTD. |
CITADEL
KENSINGTON GLOBAL |
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By: |
Citadel
Limited Partnership, |
By: |
Citadel
Limited Partnership, |
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By: |
GLB
Partners, L.P., |
By: |
GLB
Partners, L.P., |
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By: |
Citadel
Investment Group, L.L.C., |
By: |
Citadel
Investment Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C.
Cooper, Senior Managing |
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Adam C.
Cooper, Senior Managing |
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* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.
Page 18 of 22
|
CUSIP No. 591324 20 7 |
|
13D |
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Page 19 of 22 Pages |
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL INVESTMENT GROUP, L.L.C.
The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of Citadel Investment Group, L.L.C. (“CIG”) are set forth below. The business address of each director or officer set forth below is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. Each occupation set forth opposite an individual’s name refers to CIG.
|
Name |
|
Title and Present Principal Occupation |
|
Citizenship |
|
Kenneth Griffin |
|
President and Chief Executive Officer |
|
United States |
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Thomas Miglis |
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Chief Information Officer |
|
United States |
|
Gerald Beeson |
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Chief Financial Officer |
|
United States |
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL KENSINGTON GLOBAL STRATEGIES
FUND LTD.
The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Kensington Global Strategies Fund, Ltd. (“CKGSF”) are set forth below.
|
Name and Citizenship |
|
Title at CKGSF |
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Present Principal Occupation and Residence |
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Tonesan Amissah |
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Director |
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Partner |
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Ghana |
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Appleby, Spurling & Kempe |
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Canon’s Court |
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22 Victoria Street |
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Hamilton HM 12 |
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Bermuda |
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(law firm) |
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Clarendon Hugh Masters |
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Director and Deputy Chairman |
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Independent consultant |
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Bermuda |
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P.O. Box HM 203 |
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Hamilton HM AX |
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Bermuda |
|
Austin John O’Connor |
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Director and Vice President |
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Company director |
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United Kingdom |
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4 rue de l’eglise |
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Wormeldange, Luxembourg L-5481 |
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Robin Bedford |
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Secretary |
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President |
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United Kingdom |
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Dundee Leeds Management Services Ltd. |
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129 Front Street |
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Hamilton HM 12 |
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Bermuda |
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(business services) |
|
Adam C. Cooper |
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Assistant Secretary |
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Senior Managing Director and |
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United States |
|
|
|
General Counsel |
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|
Citadel Investment Group, L.L.C. |
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135 South Dearborn |
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Chicago, IL 60603 |
|
Matthew Hinerfeld |
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Assistant Secretary |
|
Managing Director and Associate General |
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United States |
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|
Counsel |
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Citadel Investment Group, L.L.C. |
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135 South Dearborn |
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Chicago, IL 60603 |
Page 19 of 22
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CUSIP No. 591324 20 7 |
|
13D |
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Page 20 of 22 Pages |
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL CREDIT PRODUCTS LTD.
The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Credit Products Ltd. (“CCP”) are set forth below.
|
Name and Citizenship |
|
Title at CCP |
|
Present Principal Occupation and Residence |
|
Tonesan Amissah |
|
Director |
|
Partner |
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Ghana |
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|
Appleby, Spurling & Kempe |
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Canon’s Court |
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|
22 Victoria Street |
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|
Hamilton HM 12 |
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|
Bermuda |
|
|
|
|
|
(law firm) |
|
Clarendon Hugh Masters |
|
Director and Vice Chairman |
|
Independent consultant |
|
Bermuda |
|
|
|
P.O. Box HM 203 |
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|
Hamilton HM AX |
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|
|
|
Bermuda |
|
Austin John O’Connor |
|
Director |
|
Company director |
|
United Kingdom |
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|
|
4 rue de l’eglise |
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|
|
Wormeldange, Luxembourg L-5481 |
|
Robin Bedford |
|
Secretary |
|
President |
|
United Kingdom |
|
|
|
Dundee Leeds Management Services Ltd. |
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|
129 Front Street |
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|
Hamilton HM 12 |
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|
Bermuda |
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|
|
(business services) |
|
Adam C. Cooper |
|
Assistant Secretary |
|
Senior Managing Director and General Counsel |
|
United States |
|
|
|
Citadel Investment Group, L.L.C. |
|
|
|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
|
Matthew
Hinerfeld |
|
Assistant Secretary |
|
Managing Director and Associate General Counsel |
|
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|
|
Citadel Investment Group, L.L.C. |
|
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|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
Page 20 of 22
|
CUSIP No. 591324 20 7 |
|
13D |
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Page 21 of 22 Pages |
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL JACKSON INVESTMENT FUND LTD.
The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Jackson Investment Fund Ltd. (“CJIF”) are set forth below.
|
Name and Citizenship |
|
Title at CJIF |
|
Present
Principal Occupation and Residence |
|
Clarendon Hugh Masters |
|
Director and Assistant Secretary |
|
Independent consultant |
|
Bermuda |
|
|
|
P.O. Box HM 203 |
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|
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|
|
Hamilton HM AX |
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|
|
|
Bermuda |
|
Robin Bedford |
|
Director, President and Secretary |
|
President |
|
United Kingdom |
|
|
|
Dundee Leeds Management Services Ltd. |
|
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|
129 Front Street |
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|
|
|
Hamilton HM 12 |
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|
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|
Bermuda |
|
|
|
|
|
(business services) |
|
Austin John O’Connor |
|
Director and Vice President |
|
Company director |
|
United Kingdom |
|
|
|
4 rue de l’eglise |
|
|
|
|
|
Wormeldange, Luxembourg L-5481 |
|
Matthew Hinerfeld |
|
Assistant Secretary |
|
Managing Director and Associate General |
|
United States |
|
|
|
Counsel |
|
|
|
|
|
Citadel Investment Group, L.L.C. |
|
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|
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|
135 South Dearborn |
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|
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|
|
Chicago, IL 60603 |
SCHEDULE E
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL EQUITY FUND LTD.
The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Equity Fund, Ltd. (“CEF”) are set forth below.
|
Name and Citizenship |
|
Title at CEF |
|
Present
Principal Occupation and Residence |
|
Austin John O’Connor |
|
Director and Vice President |
|
Company director |
|
United Kingdom |
|
|
|
4 rue de l’eglise |
|
|
|
|
|
Wormeldange, Luxembourg L-5481 |
|
Adam C. Cooper |
|
Director and Assistant Secretary |
|
Senior Managing Director and General Counsel |
|
United States |
|
|
|
Citadel Investment Group, L.L.C. |
|
|
|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
|
Robin Bedford |
|
Director, President and Secretary |
|
President |
|
United Kingdom |
|
|
|
Dundee Leeds Management Services Ltd. |
|
|
|
|
|
129 Front Street |
|
|
|
|
|
Hamilton HM 12 |
|
|
|
|
|
Bermuda |
|
|
|
|
|
(business services) |
|
Matthew
Hinerfeld |
|
Assistant Secretary |
|
Managing
Director and Associate General |
|
|
|
|
|
Citadel Investment Group, L.L.C. |
|
|
|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
Page 21 of 22
|
CUSIP No. 591324 20 7 |
|
13D |
|
Page 22 of 22 Pages |
SCHEDULE F
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL CREDIT TRADING LTD.
The name, title, present principal occupation or employment, residence or business address, and citizenship of each of the directors and executive officers of Citadel Credit Trading Ltd. (“CCT”) are set forth below.
|
|
Title at CEF |
|
Present Principal Occupation
and Residence |
|
|
Austin John O’Connor |
|
Director and Vice President |
|
Company director |
|
United Kingdom |
|
|
|
4 rue de l’eglise |
|
|
|
|
|
Wormeldange, Luxembourg L-5481 |
|
Adam C. Cooper |
|
Director and Assistant Secretary |
|
Senior Managing Director and General Counsel |
|
United States |
|
|
|
Citadel Investment Group, L.L.C. |
|
|
|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
|
Robin Bedford |
|
Director, President and Secretary |
|
President |
|
United Kingdom |
|
|
|
Dundee Leeds Management Services Ltd. |
|
|
|
|
|
129 Front Street |
|
|
|
|
|
Hamilton HM 12 |
|
|
|
|
|
Bermuda |
|
|
|
|
|
(business services) |
|
Matthew
Hinerfeld |
|
Assistant Secretary |
|
Managing
Director and Associate |
|
|
|
|
|
Citadel Investment Group, L.L.C. |
|
|
|
|
|
135 South Dearborn |
|
|
|
|
|
Chicago, IL 60603 |
Page 22 of 22