Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SKILLSOFT PUBLIC LIMITED COMPANY
(Name of Issuer)
American Depositary Shares, representing Ordinary Shares
(Title of Class of Securities)
(CUSIP Number)
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Sharlyn C. Heslam
Berkshire Partners LLC
200 Clarendon St., 35th Floor
Boston, MA 02116
(617) 227-0050
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Jane D. Goldstein
Ropes & Gray LLP
One International Place
Boston, MA 02110
(617) 951-7000 |
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
(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 Rule 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 persons 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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NAMES OF REPORTING PERSONS
SSI Investments III Limited |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of Ireland
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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24,495,869 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,495,8691 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.7%2 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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1 Represents
the number of ordinary shares issued or issuable in exchange for the
Issuers outstanding American Depositary
Shares (ADSs) beneficially owned by Columbia Wanger Asset Management, L.P., members
of the board of the Issuer and others, Stockbridge Fund, L.P. and Stockbridge Partners LLC (collectively, the
Shareholders). Neither the filing of this statement on Schedule 13D, nor any of its contents,
will be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the
Common Shares (as defined in Item 1) beneficially owned by the Shareholders for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) , or for any other purpose, and
such beneficial ownership is expressly disclaimed by the Reporting Person.
2 Percentage
calculations are based upon 95,330,356 ordinary shares, comprised of
(a) 5,276 ordinary shares outstanding as of April 8, 2010 and
(b) 95,325,080 ordinary shares represented by ADSs, as reported in the Issuers Preliminary
Proxy Statement filed with the SEC on April 9, 2010.
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Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D (the
Statement) relates are the ordinary shares issued or issuable in exchange for the
outstanding ADSs (the Common Shares) of SkillSoft Public Limited Company
(SkillSoft or the Issuer). The
Issuer is headquartered in Dublin, Ireland and the address of the principal executive
offices of the Issuer is SkillSoft Public Limited Company, 107 Northeastern Boulevard, Nashua, New
Hampshire, 03062.
Item 2. Identity and Background
(a) Name
The name of the person filing this statement is SSI Investments III Limited, an Irish private
limited company (SSI Investments or the Reporting Person) formed by funds
sponsored by Berkshire Partners LLC (Berkshire Partners), Advent International Corporation
(Advent) and Bain Capital Partners, LLC (Bain Capital Partners; and together
with Berkshire Partners and Advent, the Sponsors). SSI Investments is owned indirectly by
SSI Pooling, L.P., a Cayman Islands exempted limited partnership (SSI Pooling). SSI
Pooling owns all of the issued and outstanding equity interests of SSILuxCo S.à.r.l., a Luxembourg
société à responsibilité limitée (Luxco I), which owns all of the issued and outstanding
equity interests of SSILuxCo II S.à.r.l., a Luxembourg société à responsibilité limitée (Luxco
II), which owns all of the issued and outstanding equity interests of SSI Investments I
Limited, an Irish private limited company (SSI I), which owns all of the issued and
outstanding equity interests of SSI Investments II Limited, an Irish private limited company
(SSI II), which owns all of the issued and outstanding equity interests of SSI
Investments.
SSI Pooling G.P., Inc., a Cayman Islands exempted company (SSI Pooling GP), is the
general partner of SSI Pooling. In connection with the closing of the Transactions (as defined in
Item 4), funds sponsored by Berkshire Partners, Advent and Bain Capital Partners will become
limited partners of SSI Pooling.
(b) Business Address
The address for the principal executive offices and principal business of the Reporting Person
is Block 3, The Harcourt Centre, Harcourt Road, Dublin 2, Ireland. The name, business address,
present principal occupation or employment of each director and executive officer of the Reporting
Person and each person controlling the Reporting Person is set forth in this Item 2 or on
Schedule A, which is incorporated by reference herein.
(c) Principal Business
The principal business of the Reporting Person will be the acquisition of SkillSoft.
(d) - (e) No Convictions or Proceedings
During the last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any other person or entity referred to in this Item 2 (including those listed on
Schedule A hereto): (i) has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his, her or its 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
The Reporting Person is organized under the laws of Ireland.
Item 3. Source and Amount of Funds
The Reporting Person may be deemed to have acquired beneficial ownership of 24,495,869 Common
Shares pursuant to the Voting Undertakings, dated February 11, 2010 or March 31, 2010, as
applicable (collectively, the Voting Undertakings; and each individually, a Voting
Undertaking), entered into by Columbia Wanger Asset Management, L.P. (Columbia),
members of the board of SkillSoft and others, Stockbridge Fund, L.P. (Stockbridge)
and Stockbridge Partners LLC (Stockbridge Partners). Neither the filing of this statement
on Schedule 13D, nor any of its contents, will be deemed to constitute an admission by the
Reporting Person that it is the beneficial owner of any of the Common Shares beneficially owned by
the Shareholders for purposes of Section
13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed by the Reporting Person.
The Voting Undertakings were entered into in consideration of the
execution and delivery of the Transaction Agreement (as defined in
Item 4) and the First Amending Agreement to the Transaction Agreement
and the Reporting Person did not pay any additional consideration in
connection with the execution and delivery of the Voting Undertakings.
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Columbia
Wanger Asset Management, L.P.
SSI Investments and SkillSoft have received a Voting Undertaking from Columbia, which provides
(subject to certain exceptions) that Columbia vote, or procure that voting instructions are given
to vote, in favor of the Transactions, the 20,489,000 Common Shares
that Columbia owns or controls.
Columbias Voting Undertaking will lapse if:
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the Scheme (as defined in Item 4) lapses for want of the requisite majorities on the
resolutions (save as a result of the breach by Columbia of its Voting Undertaking) or is
withdrawn at the request of SSI Investments; |
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the Transaction Agreement is terminated by either party thereto
in accordance with its terms without breach on the part of SkillSoft; |
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a higher competing offer (as defined in Columbias Voting Undertaking) is announced or a
higher competing offer is made following termination of the Transaction Agreement in
accordance with its terms without breach on the part of SkillSoft; |
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the directors of SkillSoft withdraw their recommendation to shareholders of SkillSoft to
vote in favor of the Scheme following termination of the Transaction Agreement in
accordance with its terms without breach on the part of SkillSoft; |
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the Scheme does not become effective by July 16, 2010 (or such later date as SkillSoft
and SSI Investments agree, with the consent of the Irish regulatory authorities); |
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the High Court of Ireland (the High Court) declines or refuses to sanction the
Scheme, unless SkillSoft and SSI Investments agree that the decision of the High Court
shall be appealed and, if so appealed, a final non-appealable order, decree, judgment, or
ruling has been issued; or |
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SSI Investments announces that it will not proceed to make the Acquisition (as defined
in Item 4). |
The foregoing summary of the Voting Undertaking by Columbia is qualified by reference to the
complete text of Columbias Voting Undertaking, which is incorporated by reference in Item 7.
Members of the Board of SkillSoft and Others
The directors of
SkillSoft have given irrevocable undertakings to SSI Investments (subject to
certain exceptions) to vote, or to procure that voting instructions are given to vote, in favor of
any resolutions required to approve and implement the Transactions
(as defined in Item 4) in respect of their entire
beneficial holdings (and those of their family trusts) amounting to, in aggregate, 5,877 Common
Shares and any Common
Shares such directors may acquire or subscribe for upon exercise of their SkillSoft options. Under
the Voting Undertakings, each member of the board of SkillSoft has agreed (subject to certain
exceptions) not to sell, transfer, encumber or otherwise dispose of any of his Common Shares. In
addition, each of the directors has also undertaken that, if SSI Investments requests that he do
so, he will serve the necessary notices on The Bank of New York Mellon (within one business day of
being requested to do so) so as to procure that the SkillSoft shares underlying his SkillSoft ADSs
are vested in nominees of each such director.
The foregoing summary of the Voting Undertakings by the directors of SkillSoft is qualified by
reference to the complete text of the form of Voting Undertaking and the form of affirmation of
Voting Undertaking, which are incorporated by reference in Item 7.
SSI Investments has
also received similar Voting Undertakings from Mr. Gregory J. Porto in
respect of his entire beneficial holdings (and that of his family) amounting to 8,978 Common Shares
in total and any Common Shares Mr. Porto may acquire or
subscribe for upon exercise of his SkillSoft options, and from Mr.
Charles E. Morans wife, Mrs. Susan Moran, in respect of her entire beneficial holding
(and that of
her family trust) of SkillSoft Common Shares
-4-
amounting
to 6,364 Common Shares. Under
his Voting Undertaking, Mr. Porto undertook to procure the transfer of one SkillSoft share
underlying his SkillSoft ADSs to each of three nominees by February 18, 2010 and, if requested to
do so by SSI Investments, to serve the necessary notices on The Bank of New York Mellon (within
five business days of being requested to do so) so as to procure that one SkillSoft share
(underlying a SkillSoft ADS) would vest in each of six separate nominees of Mr. Porto and that
1,000 SkillSoft shares (underlying SkillSoft ADSs) would vest in Mr. Porto. Mr. Porto has
transferred legal (but not beneficial) title to one SkillSoft share to each of nine separate
nominees and 1,000 SkillSoft shares (underlying SkillSoft ADSs) have vested in Mr. Porto.
These Voting Undertakings will lapse in the event that:
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the Scheme lapses or is withdrawn; |
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the Transaction Agreement is terminated by either party thereto; |
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a higher competing offer (as defined in the form of affirmation of Voting Undertakings)
is announced or a higher competing offer is made; |
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the Scheme does not become effective by July 16, 2010 (or such later date as SkillSoft
and SSI Investments agree, with (if required) the consent of the Irish regulatory
authorities); |
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the resolutions in favor of the Transaction Agreements are not passed; |
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the board of SkillSoft withdraws its recommendation to SkillSoft securityholders to vote
in favor of the Scheme; |
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the High Court declines or refuses to sanction the Scheme, unless SkillSoft and SSI
Investments agree that the decision of the High Court will be appealed and, if so appealed,
a final non-appealable order, decree, judgment, or ruling has been issued; or |
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SSI Investments announces that it will not proceed to make the Acquisition. |
Stockbridge and Stockbridge Partners LLC
Stockbridge has
undertaken (subject to certain exceptions) to SSI Investments and SkillSoft to
vote in favor of the Transactions in respect of the 170,625 Common Shares in total it owns or
controls.
Stockbridge Partners has limited discretionary voting power in respect of 110,319 SkillSoft ADSs.
Stockbridge
Partners has similarly undertaken (subject to certain exceptions) so to vote, subject to the prior
rights of its clients to exercise voting power themselves.
Item 4. Purpose of Transaction
On March 31, 2010, SkillSoft and SSI Investments announced an agreement, pursuant to and in
connection with making an Increased Price Announcement dated March 31, 2010 (the Increased
Price Announcement) and entering into the First Amending Agreement to Transaction Agreement
dated as of March 31, 2010 between SkillSoft and SSI Investments (the First Amending Agreement
to the Transaction Agreement), on the terms of the proposed revised recommended acquisition of
SkillSoft by SSI Investments for cash at the increased price of $11.25 per SkillSoft share (the
Acquisition) to be implemented by means of a scheme of arrangement under Irish law (the
Scheme; and together with the Acquisition, collectively, the Transactions).
SkillSoft and SSI Investments had previously announced on February 12, 2010 that they had reached
agreement, pursuant to and in connection with making a Rule 2.5 Announcement dated February 12,
2010 (the Rule 2.5 Announcement) and entering into the Transaction Agreement dated as of
February 11, 2010 between SkillSoft and SSI Investments, as amended (the Transaction
Agreement), on the terms of a recommended acquisition of SkillSoft by SSI Investments for cash
at a price of $10.80 per SkillSoft share.
At the time of the Acquisition, pursuant to the Scheme, the shares of SkillSoft will be
cancelled in accordance with Irish law or transferred to SSI Investments. SkillSoft will then issue
new SkillSoft shares to SSI Investments in place of those shares cancelled pursuant to the Scheme,
and SSI Investments will pay consideration to former SkillSoft shareholders and option holders in
consideration for the Acquisition. Option holders will have the right to receive the excess, if
any, of $11.25 over the per share exercise price of such option. As a result of the Scheme,
SkillSoft will become a wholly-owned subsidiary of SSI Investments. The consummation of the
Acquisition is subject to various conditions, including shareholder and regulatory approvals. If the
Acquisition does not close prior to July 16, 2010, the Transaction Agreement will terminate unless
otherwise extended by SkillSoft and SSI Investments.
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The foregoing description of the Transactions is qualified in its entirety by reference to (i)
the Definitive Proxy Statement on Schedule 14A filed by
SkillSoft with the Securities and Exchange Commission
(SEC) on April 9, 2010 (the Proxy
Statement), which is incorporated in this filing by reference to the Proxy Statement, (ii) the
Increased Price Announcement and the First Amending Agreement to the Transaction Agreement, which
are incorporated in this filing by reference to the Current Report on
Form 8-K filed by SkillSoft with the SEC
on April 2, 2010 and (iii) the Rule 2.5 Announcement and the Transaction Agreement, which are
incorporated in this filing by reference to the Current Report on
Form 8-K filed by SkillSoft with the SEC on
February 12, 2010. The purpose of entering into the Voting Undertakings was to aid in facilitating
the consummation of the Transactions.
Upon
the consummation of the Transactions, the non-executive directors of
SkillSoft have indicated that they intend to resign from the board of
directors of SkillSoft. It is also anticipated that the current
management of SkillSoft will continue to be the management of SkillSoft after consummation of the
Transactions. The existing organizational documents of SkillSoft are
expected to continue to be the
organizational documents of SkillSoft following the consummation of the Transactions other than any
amendments to be made thereto under Irish law in connection with the consummation of the
Transactions.
If the Transactions are consummated, it is expected that SkillSoft will cease to be a public
company, SkillSofts ADSs will cease to be traded on the NASDAQ Global Select Market and the only
remaining stockholder of SkillSoft after such consummation would be SSI Investments. It is also
anticipated that SkillSofts ADSs would become eligible for termination of registration under
Section 12(g)(4) of the Exchange Act upon consummation of the Transactions.
Item 5. Interest in Securities of Issuer.
(a) - (b) The aggregate number and percentage of the outstanding Common Shares of the Issuer
beneficially owned by the Reporting Person is as follows:
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Number of Shares: |
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Number of Shares: |
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Aggregate Number of |
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Number of Shares: |
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Shared Power to |
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Sole or Shared |
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Approximate |
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Reporting
Person |
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Shares* |
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Sole Power to Vote |
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Vote* |
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Power to Dispose |
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Percentage** |
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SSI Investments |
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24,495,869 |
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0 |
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24,495,869 |
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0 |
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24.7 |
% |
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* |
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Includes 20,489,000 Common Shares owned by Columbia; 280,944 Common Shares owned by
Stockbridge and Stockbridge
Partners; and 3,725,925 Common Shares owned by members of the board
of SkillSoft and others and Common Shares that are issuable upon the exercise of outstanding vested
stock options held by members of the board of SkillSoft and others. |
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Based upon 95,330,356 ordinary shares, comprised of (a) 5,276
ordinary shares outstanding as of April 8, 2010 and (b)
95,325,080 ordinary shares represented by ADSs,
as reported in the Issuers Preliminary Proxy
Statement filed with the SEC on April 9, 2010.
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(c) Except for 24,495,869 Common Shares subject to the Voting Undertakings that were entered
into on February 11, 2010 or March 31, 2010, as applicable, there have been no transactions in
Common Shares that were effected during the past sixty days by the Reporting Person. To the
knowledge of the Reporting Person, no other person or entity referred to in Item 2 (including those
listed on Schedule A hereto) has effected any transaction in Common Shares in the past
sixty days.
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(d) To the knowledge of the Reporting Person, except for the Shareholders no other person or
entity possesses any right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Shares identified in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except for the arrangements described in Items 3, 4 or 5 of this Statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting
Person or, to the knowledge of the Reporting Person, any other person or entity referred to in Item
2 (including those listed on Schedule A hereto), or between
such persons and any other person, with
respect to any securities of the Issuer, including, but not limited to, transfer or voting of any
of the securities, finders 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.
Item 7. Materials to be Filed as Exhibits.
Documents Incorporated by Reference:
1. Transaction Agreement, dated as of February 11, 2010, between SkillSoft and SSI
Investments (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
SkillSoft with the SEC on February 12, 2010).
2. Rule 2.5 Announcement, dated February 12, 2010, by SkillSoft and SSI Investments
(incorporated by reference to Exhibit 99.1 to the Current Report
on Form 8-K filed by SkillSoft with the SEC on
February 12, 2010).
3. First Amending Agreement to the Transaction Agreement, dated as of March 31, 2010, between
SkillSoft and SSI Investments (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by SkillSoft with the SEC on April 2, 2010).
4. Increased Price Announcement, dated March 31, 2010, by SkillSoft and SSI Investments
(incorporated by reference to Exhibit 99.1 to the Current Report
on Form 8-K filed by SkillSoft with the SEC on
April 2, 2010).
5. Form of Voting Undertaking for SkillSoft Directors, Mr. Porto, Ms. Moran, Stockbridge and
Stockbridge Partners (incorporated by reference to Annex D to the Definitive Proxy Statement on
Schedule 14A filed by SkillSoft with the SEC on April 9, 2010).
6. Form of Affirmation of Voting Undertaking for SkillSoft Directors (incorporated by
reference to Annex E to the Definitive Proxy Statement on
Schedule 14A filed by SkillSoft with the SEC on April
9, 2010).
7. Voting Undertaking for Columbia Wanger Asset Management, L.P. (incorporated by reference
to Annex F to the Definitive Proxy Statement on Schedule 14A
filed by SkillSoft with the SEC on April 9, 2010).
8. Definitive
Proxy Statement on Schedule 14A filed by SkillSoft with the SEC on April 9, 2010.
-7-
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
DATED: April 12, 2010
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SSI INVESTMENTS III LIMITED
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By: |
/s/ Michael C. Ascione
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Name: |
Michael C. Ascione |
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Title: |
Director |
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Schedule A
The following table sets forth the name, present principal occupation or employment and
business address of each director or executive officer of the Reporting Person and each person
controlling the Reporting Person.
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Name |
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Present Principal Occupation or Employment and Business Address |
Michael C. Ascione
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Director of SSI Pooling GP, SSI I,
SSI II and SSI Investments; Manager of Luxco I and Luxco II; Managing Director of
Berkshire Partners. The business address of Mr. Ascione
is c/o Berkshire Partners, 200 Clarendon Street, 35th
Floor, Boston, Massachusetts 02116. |
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Cedric Carnoye
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Manager of Luxco I and Luxco II. The business address
of Mr. Carnoye is 65, Boulevard Grande-Duchesse
Charlotte, L-1331 Luxembourg, Grand Duchy of
Luxembourg. |
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Hugo Froment
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Manager of Luxco I and Luxco II. The business address
of Mr. Froment is 65, Boulevard Grande-Duchesse
Charlotte, L-1331 Luxembourg, Grand Duchy of
Luxembourg. |
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Imelda Shine
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Director and Secretary of SSI I, SSI II and SSI
Investments. The business address of Ms. Shine is Block
3, The Harcourt Centre, Harcourt Road, Dublin 2,
Ireland. |
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Mark Commins
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Director of SSI I, SSI II and SSI Investments. The
business address of Mr. Commins is Block 3, The
Harcourt Centre, Harcourt Road, Dublin 2, Ireland. |
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Timothy R. Franks
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Director of SSI Investments and Managing Director of
Advent. The business address of Mr. Franks is c/o
Advent, 375 Park Avenue, New York, New York 10152. |
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David W. Humphrey
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Director of SSI Investments and Principal of Bain
Capital Partners. The business address of Mr. Humphrey
is c/o Bain Capital Partners, 111 Huntington Avenue,
Boston, Massachusetts 02199. |
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