UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Darling International Inc.
.................................................................................
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
.................................................................................
(Title of Class of Securities)
0002372661
.................................................................................
(CUSIP Number)
Laurence Goldman, Esq.
Sharon A. Renchof, Esq.
1 Bank One Plaza
Chicago, Illinois 60670
(312) 732-3565
(312) 732-8362
.................................................................................
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 13, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box, [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
CUSIP No. 0002372661 Page 2 of 18 Pages
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON......................
BANK ONE CORPORATION 31-0738296
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY...........................................................
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS*.......................................................
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ].................................................
Not Applicable
--------------------------------------------------------------------------------
6) CITIZENSHIP OF PLACE OF ORGANIZATION...................................
Delaware
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER......................
Number of Shares 6,434,923 Shares - The Reporting Person
disclaims beneficial ownership of these
Beneficially Owned by shares which are held by its
subsidiary, Bank One, N.A.
Each Reporting Person
--------------------------------------------
With
(8) SHARED VOTING POWER....................
0
--------------------------------------------
(9) SOLE DISPOSITIVE POWER.................
6,434,923 - The Reporting Person
disclaims beneficial ownership of these
shares which are held by its
subsidiary, Bank One, N.A.
--------------------------------------------
(10) SHARED DISPOSITIVE POWER...............
0
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,434,923 - The Reporting Person disclaims beneficial ownership of
these shares which are held by its subsidiary, Bank One, N.A. See
Item 5.
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).....................
10.3%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*..............................................
CO, HC
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SCHEDULE 13D
CUSIP No. 0002372661 Page 3 of 18 Pages
--------------------------------------------------------------------------------
7) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON......................
Bank One, National Association
--------------------------------------------------------------------------------
8) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(c) [ ]
--------------------------------------------------------------------------------
9) SEC USE ONLY...........................................................
--------------------------------------------------------------------------------
10) SOURCE OF FUNDS*.......................................................
BK
--------------------------------------------------------------------------------
11) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ].................................................
Not Applicable
--------------------------------------------------------------------------------
12) CITIZENSHIP OF PLACE OF ORGANIZATION...................................
United States
-----------------------------------------------------------------------
(7) SOLE VOTING POWER......................
Number of Shares 6,434,923 Shares
Beneficially Owned by
Each Reporting Person --------------------------------------------
With (8) SHARED VOTING POWER....................
0
--------------------------------------------
(11) SOLE DISPOSITIVE POWER.................
6,434,923 Shares
--------------------------------------------
(12) SHARED DISPOSITIVE POWER...............
0
--------------------------------------------------------------------------------
12) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,434,923 Shares
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
15) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).....................
10.3%
--------------------------------------------------------------------------------
16) TYPE OF REPORTING PERSON*..............................................
BK
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
-------------------
This Statement relates to the common stock, $0.01 par value (the "Shares")
of Darling International Inc. (the "Company"). The address of the Company's
principal executive offices, to the best knowledge of the Reporting Persons
jointly filing this Statement, is 251 O'Connor Ridge Blvd., Suite 300, Irving,
Texas, 75038.
Item 2. Identity and Background.
-----------------------
(a) This Statement is being filed by BANK ONE CORPORATION, a Delaware
corporation ("Bank One"), and its wholly-owned subsidiary, Bank One, National
Association, a national banking association (the "Bank"). Bank One and the Bank
are referred to herein individually as a "Reporting Person" and collectively as
the "Reporting Persons".
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person. By
their signature on this Statement, each of the Reporting Persons agrees that
this Statement is filed on behalf of such Reporting Person.
Certain information required by Item 2 concerning the directors and
executive officers of the Reporting Persons is set forth on Schedule A attached
hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 1 Bank One Plaza, Chicago, Illinois 60670.
(c) Bank One is a multibank holding company registered under the Bank
Holding Company Act of 1956, and is headquartered in Chicago, Illinois. Bank One
became a financial holding company under the Gramm-Leach-Bliley Act of 1999 in
August 2001. Bank One was incorporated under the laws of the State of Delaware
in 1998 to effect the merger of Banc One Corporation and First Chicago NBD
Corporation. The merger became effective on October 2, 1998.
Bank One provides domestic retail banking, finance and credit card
services; worldwide commercial banking services; and trust and investment
management services. Bank One operates banking offices in Arizona, Colorado,
Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma,
Texas, Utah, West Virginia and Wisconsin and in certain international markets.
Bank One also engages in other businesses related to banking and finance,
including credit card and merchant processing, consumer and education finance,
-4-
real estate-secured lending and servicing, insurance, venture capital,
investment and merchant banking, trust, brokerage, investment management,
leasing, community development and data processing. These activities are
conducted through bank subsidiaries, such as the Bank, and nonbank subsidiaries.
Prior to 2001, the banks were operated under separate national or state charters
in the 14 states in which the banking offices are located, In 2001, the Arizona,
Florida, Louisiana, Utah and Texas banks were consolidated into the Bank.
Further consolidations are contemplated for 2002.
The Bank is a national banking association organized in 1863 under the laws
of the United States. The Bank previously was know as The First National Bank of
Chicago. The Bank provides a broad range of banking, fiduciary, financial and
other services domestically and overseas to corporations, governmental entities
and individuals. The principal focus of the Bank's corporate and institutional
banking activities is the delivery of corporate financial services, including
extension of credit, to commercial, financial and governmental customers. The
Bank also offers capital raising products, as well as cash management,
operating, clearing and other noncredit products and services. The Bank also
provides traditional banking products and services to commercial and individual
customers.
(d) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) Bank One is a Delaware corporation and the Bank is a national banking
association organized under the laws of the United States. To the knowledge of
each Reporting Person, each of the executive officers and directors of each such
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
No personal funds were expended by the Reporting Persons on the matters
which have caused the filing of this Statement. As more fully described
-5-
in Item 4, the Reporting Persons directly or indirectly received Shares of the
Company in exchange for the cancellation by the Bank of a portion of the
indebtedness owed to the Bank by the Company.
Item 4. Purpose of Transaction.
----------------------
Background. On May 13, 2002, the Company consummated a recapitalization
pursuant to the terms of a Recapitalization Agreement, as amended (the
"Recapitalization Agreement") and executed a new Amended and Restated Credit
Agreement (the "Credit Agreement") with its lenders, including the Bank, whereby
the Company exchanged borrowings outstanding under its previous credit facility,
a portion of the accrued interest and commitment fees, and forbearance fees
payable, for (a) newly issued shares of its common stock and (b) shares of the
Company's newly created 6% cumulative redeemable Series A Preferred Stock with a
liquidation preference of $100 per share (the "Preferred Stock"). In connection
with this recapitalization, the Bank received 6,434,923 Shares, which represent
10.3% of the issued and outstanding shares of common stock of the Company as of
May 13, 2002. The Bank also received 13,778 shares of Preferred Stock. The
aggregate number of shares of the Company's common stock issued to the lenders
pursuant to the Recapitalization Agreement is equal to 75% of the Company's
total outstanding common stock on a fully diluted basis (exclusive of stock
options issued and outstanding).
The Bank was a lender under the prior credit facility with the Company
which matured on June 30, 2001, at which time approximately $125.5 million of
principal and interest became due and payable. The Company was unable to repay
or refinance the credit facility when it matured which resulted in a default
under the credit facility. On June 29, 2001, the Company and the lenders under
the credit facility, including the Bank, entered into a forbearance agreement in
which the lenders agreed not to enforce their remedies under the credit
agreement. The forbearance agreement was amended several times since that date.
On March 15, 2002, the Company and the lenders entered into the Recapitalization
Agreement. On May 10, 2002, the stockholders of the Company approved certain
proposals put forth by the Company which would allow the Company to restructure
the indebtedness owed to the lenders, including the Bank, pursuant to the terms
of the Recapitalization Agreement.
The principal components of the Recapitalization Agreement are as follows:
(1) The issuance to the lenders of (a) approximately 46.7 million shares
of Company common stock, such that the lenders will collectively own
75% of the Company's issued and outstanding stock and (b)
-6-
100,000 shares of the Preferred Stock, in exchange for the
lenders cancelling indebtedness owed by the Company comprised of
(x) the principal amount of loans in excess of $68.25 million
under the then existing credit agreement, (y) a portion of the
accrued and unpaid interest and commitment fees owing under the
then existing credit agreement and (z) a $3,855,000 forbearance
fee owed by the Company to the lenders under the forbearance
agreement entered into with the lenders in June 2001.
(2) The execution of the Credit Agreement by the Company and the
lenders which provides for a $61.1 million term loan and a
revolving credit facility of $17.3 million for working capital
loans and letters of credit.
(3) The reduction of the Company's indebtedness to the lenders from
approximately $135.8 million to $61.1 million principal amount
plus approximately $1.25 million of accrued interest, after
giving effect to any borrowings (including reimbursement
obligations for letters of credit) under the revolving credit
facility and the term loan.
(4) The reduction of the size of the Board of Directors of the
Company from six to five and the election of three designees of
the lenders as directors.
(5) The granting of certain preemptive rights (as described below) to
the lenders by the Company.
(6) The filing by the Company of a registration statement with the
Securities and Exchange Commission after the consummation of the
recapitalization covering, upon its effectiveness, sales by the
lenders, their successors and permitted assignees and transferees
of the shares of common stock and the Preferred Stock issued to
the lenders in connection with the recapitalization.
Under the Recapitalization Agreement, upon the issuance of additional
shares of common stock by the Company, each lender will generally have the
right, but not the obligation, to purchase additional shares of common stock up
to an amount sufficient to permit a lender to maintain its percentage equity
interest in the Company at the level existing immediately prior to the issuance
of the additional shares. This preemptive right will also apply to the issuance
by the Company of any securities convertible into or exerciseable for additional
shares of common stock. In such an instance, the lender will have the right, but
-7-
not the obligation, to purchase the convertible securities, rights or options,
of a like kind in an amount to permit the lender to maintain its equity interest
in the Company at the level existing immediately prior to the issuance of the
convertible securities, rights or options. The lender's purchase price of the
common stock or the convertible security upon the exercise of its preemptive
rights will generally be equal to the per share (or per convertible security,
right or option) consideration received by the Company for the additional shares
(net of underwriting discounts or commissions). These preemptive rights will not
attach to certain issuances including stock dividends, outstanding stock options
and the shares issued upon exercises of such options, and employee benefit plan
award-related issuances.
Under the Recapitalization Agreement, the lenders have been allowed to
designate three nominees to the Company's Board of Directors. These nominees
were elected to the Board by the stockholders of the Company on May 10, 2002.
The lenders do not, however, have any further agreement or contractual
arrangement to vote as a group for the election of directors or on any other
issue. One of the lender's nominees, now a director of the Company, is Richard
A. Peterson. Mr. Peterson, until he retired from the Bank in April 2001, held
various positions with the Bank since 1981 and was a senior vice president and
regional manager of the managed assets department of the Bank at his retirement.
Each Reporting Person expressly states that Mr. Peterson currently is not an
affiliate of either Reporting Person and was not an affiliate of the Reporting
Person at the time he joined the Board of Directors of the Company.
The Preferred Stock received by the Bank is non voting and is not
convertible. The Preferred Stock is mandatorily redeemable upon the earliest to
occur of: a "change of control" of the Company (as defined in the Certificate of
Designation for the Preferred Stock); a sale of all or substantially all of the
Company's assets; a dissolution or liquidation of the Company; and May 10, 2007,
to the extent the Company has funds available. Subject to the prior payment in
full of all indebtedness under the Credit Agreement, the Company has the right
to optionally redeem the Preferred Stock in multiples of not less than $1
million upon thirty days notice. The redemption price is equal to the sum of the
aggregate original issue price of the shares to be redeemed plus accumulated,
accrued and unpaid dividends to the redemption date.
So long as the Preferred Stock remains outstanding, the Company cannot
take any of the following actions without the prior written consent of the
holders of 66 2/3% of the then outstanding Preferred Stock, voting separately as
a class: creating or issuing any class or series of equity securities senior to
or on a parity with the Preferred Stock with respect to dividends, redemption,
liquidation,
-8-
winding up or dissolution of the Company; modifying any junior Company
securities so as to become senior to or on a parity with the Preferred Stock
with respect to dividends, redemption, liquidation, winding up or dissolution of
the Company; declaring, paying or making any dividends or other distributions on
any securities junior to the Preferred Stock (with certain exceptions); directly
or indirectly redeeming, retiring, repurchasing or otherwise acquiring any
shares of Preferred Stock (except as allowed by the mandatory or optional
redemption provisions) or any securities junior to the Preferred Stock;
increasing the number of authorized shares of the Preferred Stock or taking
actions that adversely alters or changes the rights, preferences, or privileges
of the Preferred Stock; and creating or issuing any class or series of equity
securities (1) that is subject to mandatory redemption, in whole or in part, by
the Company while any shares of Preferred Stock are outstanding or (2) the terms
of which provide for protective covenants or provisions more restrictive or
onerous upon the Company than the covenants and provisions fixed in favor of the
Preferred Stock.
Purpose. The Shares distributed to the Bank were acquired in lieu of a debt
previously contracted, and the Bank intends to review continuously and monitor
its investment in the Company. The lenders, including the Bank, have entered
into a Registration Rights Agreement (the "Registration Rights Agreement") with
the Company. Under the terms of the Registration Rights Agreement, the Company
is obligated to register pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), all of the shares of common stock and Preferred Stock held by
the lenders and their permitted assignees on a delayed and continuous basis
pursuant to Rule 415 under the Securities Act.
Except as set forth above or as set forth in Item 6 in this Statement, the
Reporting Persons have no present plans or proposals which may relate to or
would result in any of the following:
(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Any change in the present Company Board or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Company Board;
-9-
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company 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;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Bank is the owner of 6,434,923 Shares representing 10.3% of the
Company's outstanding common stock. Bank One may be deemed to beneficially own
Shares solely through its ownership of the Bank. The lenders of the Company
pursuant to the Recapitalization Agreement beneficially own in the aggregate
approximately 75% of the outstanding common stock of the Company.
Each Reporting Person expressly declares that the filing of this Statement
shall not be construed as an admission that each such Reporting Person is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended (the "Act"), the beneficial owner of any securities covered by this
Statement other than those shares of common stock in which such Reporting Person
has a pecuniary interest as set forth in this Item 5. No Reporting Person has a
pecuniary interest in shares of common stock of any other lender to the Company.
(b) See Items 7-10 on pages two and three with respect to each Reporting
Person.
-10-
(c) See Item 3 above.
(d) No person other than a Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Recapitalization Agreement, the Company agreed to have
three persons designated by the lenders to serve on the duly elected Board of
Directors of the Company. Also pursuant to the Recapitalization Agreement, the
Company has granted certain preemptive rights to the lenders, including the
Bank. See Item 4 for a description of these rights.
Under the Registration Rights Agreement, the shares of common stock and
Preferred Stock held by the lenders and their permitted assignees will be
registered under the Securities Act by the Company pursuant to a shelf
registration statement allowing for the subsequent offer and resale of such
shares. The Registration Rights Agreement requires that the Company keep the
shelf registration statement continuously effective for five years (subject to
certain exceptions) following the date on which the shelf registration is
declared effective. The Company has also granted to the lenders and their
permitted assignees certain demand and piggy-back registration rights that will
commence after the expiration of the five-year term for the effectiveness of the
shelf registration.
The Company, pursuant to the Registration Rights Agreement, has also agreed
not to enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the lenders under the Registration
Rights Agreement, including without limitation entering into any agreement which
would permit the registration of any securities to the exclusion of any portion
of the common stock and the Preferred Stock issued to the lenders under the
recapitalization, unless such exclusion is waived in writing by the holders of
more than 50% of such common stock and Preferred Stock then outstanding. Any
registration rights granted by the Company in the future is required to be
subordinate to the registration rights granted to the lenders (and their
permitted assignees) in the Registration Rights Agreement.
-11-
The Bank is also a lender under the Credit Agreement with the Company which
provides for $61.1 million of borrowings through a term loan and a total of
$17.3 million of borrowing capacity under a revolving credit facility. In
connection with the recapitalization, the outstanding principal of the loans in
excess of $68.25 million under the then existing credit facility was cancelled.
In consideration of the cancellation of certain indebtedness, the Bank received
the Shares and shares of Preferred Stock. See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Recapitalization Agreement dated as of March 15, 2002.
Exhibt B: First Amendment to Recapitalization Agreement dated as of
April 1, 2002.
Exhibit C: Second Amendment to Recapitalization Agreement dated as of
April 29, 2002.
Exhibit D: Amended and Restated Credit Agreement dated as of May 10,
2002.
Exhibit E: Registration Rights Agreement dated as of May 10, 2002.
-12-
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 23, 2002 BANK ONE, N.A.
By: /s/ Philip D. Martin
-------------------------
Senior Vice President
BANK ONE CORPORATION
By: /s/ Sharon A. Renchof
-------------------------
Assistant Secretary
-13-
SCHEDULE A
Executive Officers of Bank One Corporation
Name Title with Bank One Corp. Principal Occupation
---- ------------------------- --------------------
James Dimon Chairman of the Board Chairman of the Board and
and Chief Executive Officer Chief Executive Officer of
Bank One Corporation
Austin A. Adams Executive Vice President Executive Vice President of
Bank One Corporation
Linda Bammann Executive Vice President Executive Vice President of
Bank One Corporation
James S. Boshart III Executive Vice President Executive Vice President of
Bank One Corporation
David E. Donovan Executive Vice President Executive Vice President of
Bank One Corporation
Christine A. Edwards Executive Vice President Executive Vice President of
Bank One Corporation
Philip G. Heasley Executive Vice President Executive Vice President of
Bank One Corporation
Larry L. Helm Executive Vice President Executive Vice President of
Bank One Corporation
David J. Kundert Executive Vice President Executive Vice President of
Bank One Corporation
Sarah L. McClelland Executive Vice President Executive Vice President of
Bank One Corporation
Heidi G. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Tyree B. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Charles W. Scharf Executive Vice President Executive Vice President of
Bank One Corporation
R. Michael Welborn Executive Vice President Executive Vice President of
Bank One Corporation
Such employment is conducted for Bank One Corporation at 1 Bank One Plaza,
Chicago, Illinois 60670.
-14-
Directors of Bank One Corporation
Name, Business and
Names Principal Occupation Address where Employed
----- -------------------- ----------------------
James Dimon Chairman of the Board Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
James S. Crown General Partner Henry Crown and Company
222 North LaSalle Street
Suite 2000
Chicago, IL 60601
John H. Bryan Retired Chairman and Chief Sara Lee Corporation
Executive Officer Three First National Plaza
Suite 4400
Chicago, IL 60602-4260
Dr. Maureen A. Fay, O. P. President University of Detroit Mercy
4001 West McNichols
Detroit, MI 48221
John R. Hall Retired Chairman and Chief Ashland, Inc.
Executive Officer 50 E. RiverCenter Blvd.
Covington, KY 41012-0391
Laban P. Jackson, Jr. Chairman and Chief Executive Clear Creek Properties, Inc.
Officer 2365 Harrodsburg Rd # B230
Lexington, KY 40504
John W. Kessler Owner The New Albany Company
6525 W Campus Oval # 100
New Albany, OH 43054
Richard A. Manoogian Chairman and Chief Executive Masco Corporation
Officer 21001 Van Born Road
Taylor, MI 48180
William T. McCormick, Jr. Chairman and Chief Executive CMS Energy Corporation
Officer 330 Town Center Drive
Dearborn, MI 48126
David C. Novak Chairman and Chief Executive Tricon Global
Officer Restaurants, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
-15-
John W. Rogers, Jr. Chairman and Chief Executive Ariel Capital
Officer Management, Inc.
200 E. Randolph St.
Suite 2900
Chicago, IL 60601
Frederick P. Stratton, Jr. Chairman of the Board Briggs & Stratton
Corporation
12301 W. Wirth St.
Milwaukee, WI 53222
-16-
Executive Officers of Bank One, National Association
Name Title with Bank One, N.A. Principal Occupation
---- ------------------------- --------------------
James Dimon Chairman of the Board, Chairman of the Board and
President, and Chief Executive Chief Executive Officer of
Officer Bank One Corporation
Austin A. Adams Executive Vice President Executive Vice President of
Bank One Corporation
Linda Bammann Executive Vice President Executive Vice President of
Bank One Corporation
David E. Donovan Executive Vice President Executive Vice President of
Bank One Corporation
Christine A. Edwards Executive Vice President Executive Vice President of
and Cashier Bank One Corporation
Larry L. Helm Executive Vice President Executive Vice President of
Bank One Corporation
David J. Kundert Executive Vice President Executive Vice President of
Bank One Corporation
Sarah L. McClelland Executive Vice President Executive Vice President of
Bank One Corporation
Heidi G. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Tyree B. Miller Executive Vice President Executive Vice President of
Bank One Corporation
Charles W. Scharf Executive Vice President Executive Vice President of
Bank One Corporation
R. Michael Welborn Executive Vice President Executive Vice President of
Bank One Corporation
Such employment is conducted for Bank One, N.A. at 1 Bank One Plaza,
Chicago, Illinois 60670.
-17-
Directors of Bank One, National Association
Name, Business and
Names Principal Occupation Address where Employed
----- -------------------- ----------------------
James Dimon Chairman of the Board Bank One Corporation
and Chief Executive 1 Bank One Plaza
Officer Chicago, IL 60670
Christine A. Edwards Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Sarah L. McClelland Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
Charles W. Scharf Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
R. Michael Welborn Executive Vice President Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670
-18-