SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 3)(1)
Wireless Facilities, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $0.001
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(Title of Class of Securities)
97653A103
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(CUSIP Number)
December 31, 2002
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(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the Rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover page.
The information required in 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).
Cusip No. 97653A103 13G Page 2 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Investment Partners IX, Limited Partnership
06-1556218
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
1,933,000 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 1,933,000 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,933,000 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
3.9%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 3 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Associates IX, LLC
06-1556230
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 1,933,000 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
1,933,000 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,933,000 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
3.9%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 4 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
46,400 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 46,400 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
46,400 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 5 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak IX Affiliates Fund, Limited Partnership
06-1556229
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
20,600 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 20,600 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
20,600 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.0%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 6 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak IX Affiliates, LLC
06-1556233
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 67,000 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
67,000 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
67,000 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 7 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Investment Partners X, Limited Partnership
06-1601019
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
8,877,604 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 8,877,604 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,604 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
15.6%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 8 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Associates X, LLC
06-1630661
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 8,877,604 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
8,877,604 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,604 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
15.6%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 9 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak X Affiliates Fund, Limited Partnership
06-1622220
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
142,466 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 142,466 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
142,466 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.3%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 10 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak X Affiliates, LLC
06-1630662
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 142,466 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
142,466 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
142,466 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.3%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 11 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Management Corporation
06-0990851
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 11,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
11,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
18.6%
12. Type of Reporting Person*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 12 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Bandel L. Carano
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
0 Shares of Common Stock
Number of 6. Shared Voting Power
Shares 11,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 0 Shares of Common Stock
Person With:
8. Shared Dispositive Power
11,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
18.6%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 13 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Gerald R. Gallagher
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 2,000,000 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
2,000,000 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
4.0%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 14 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Edward F. Glassmeyer
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 11,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
11,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
18.6%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 15 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Fredric W. Harman
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 11,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
11,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
18.6%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 16 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Ann H. Lamont
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 11,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
11,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
18.6%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 97653A103 13G Page 17 of 29
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
David B. Walrod
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 9,020,070 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
9,020,070 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,020,070 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11. Percent of Class Represented by Amount in Row (9)
15.8%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 29
Schedule 13G
Amendment No. 3*
Common Stock Par Value $0.001
CUSIP No. 97653A103
ITEM 1(a) NAME OF ISSUER:
Wireless Facilities, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4810 Eastgate Mall
San Diego, California 92121
ITEM 2(a) NAME OF PERSON FILING:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund - A, Limited Partnership
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut 06880
ITEM 2(c) CITIZENSHIP:
Please refer to Item 4 on each cover sheet for each filing person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, par value $0.001 per share
ITEM 2(e) CUSIP NUMBER: 97653A103
ITEM 3 Not applicable
ITEM 4 OWNERSHIP.
Page 19 of 29
The approximate percentages of shares of Common Stock reported as
beneficially owned by the Reporting Persons is based upon 48,187,337 shares of
Common Stock outstanding as of November 7, 2002, as reported in the Issuer's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002,
plus shares issuable upon exercise of options to acquire Common Stock and upon
the conversion of Series A Preferred Stock and Series B Preferred Stock as
described herein.
Amounts shown as beneficially owned by each of Oak Investment Partners X,
Limited Partnership ("Oak Investment X"), Oak Associates X, LLC, Oak Management
Corporation ("Oak Management"), Bandel L. Carano, Edward F. Glassmeyer, Fredric
W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable
options to purchase 19,684 shares of Common Stock, which may be deemed to be
held by Bandel L. Carano on behalf of Oak Investment X, (ii) the 6,889,520
shares of Common Stock into which the shares of Series A Preferred Stock held by
Oak Investment X may be converted, and (iii) the 1,968,400 shares of Common
Stock into which the shares of Series B Preferred Stock held by Oak Investment X
may be converted.
Amounts shown as beneficially owned by each of Oak X Affiliates Fund,
Limited Partnership ("Oak Affiliates X"), Oak X Affiliates, LLC, Oak Management,
Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and
David B. Walrod include (i) currently exercisable options to purchase 316 shares
of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of
Oak Affiliates X, (ii) the 110,550 shares of Common Stock into which the shares
of Series A Preferred Stock held by Oak Affiliates X may be converted, and (iii)
the 31,600 shares of Common Stock into which the shares of Series B Preferred
Stock held by Oak Affiliates X may be converted.
Amounts shown as beneficially owned by each of Oak Investment Partners IX,
Limited Partnership ("Oak Investment IX"), Oak Associates IX, LLC, Oak
Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric
W. Harman, and Ann H. Lamont include the 1,933,000 shares of Common Stock into
which the shares of Series B Preferred Stock held by Oak Investment IX may be
converted.
Amounts shown as beneficially owned by each of Oak IX Affiliates Fund-A,
Limited Partnership ("Oak Affiliates-A IX"), Oak IX Affiliates, LLC, Oak
Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric
W. Harman, and Ann H. Lamont include the 46,400 shares of Common Stock into
which the shares of Series B Preferred Stock held by Oak Affiliates-A IX may be
converted.
Amounts shown as beneficially owned by each of Oak IX Affiliates Fund,
Limited Partnership ("Oak Affiliates IX"), Oak IX Affiliates, LLC, Oak
Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric
W. Harman, and Ann H. Lamont include the 20,600 shares of Common Stock into
which the shares of Series B Preferred Stock held by Oak Affiliates IX may be
converted.
By making this filing, the Reporting Persons acknowledge that they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, in connection with the securities
of the Issuer. Each Reporting Person disclaims the existence of a "group" and
disclaims beneficial ownership of all shares of Common Stock or securities
convertible into or exercisable for Common Stock other than any shares or other
securities reported herein as being owned by it, him or her, as the case may be.
Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing
entity.
Page 20 of 29
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: / /
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 21 of 29
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SIGNATURE:
Dated: February 7, 2003
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund - A, Limited Partnership
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Management Corporation
By: /s/ Edward F. Glassmeyer
-----------------------------
Edward F. Glassmeyer, as
General Partner or
Managing Member or as
Attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod
By: /s/ Edward F. Glassmeyer
-----------------------------
Edward F. Glassmeyer,
Individually and as
Attorney-in-fact for the
above-listed individuals
Page 22 of 29
INDEX TO EXHIBITS
Page
----
EXHIBIT A Agreement of Reporting Persons 23
EXHIBIT B Power of Attorney 24