UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
FiberNet Telecom Group, Inc
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(Name of Issuer)
Common Shares, par value $0.001 per share
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(Title of Class of Securities)
315653 10 5
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(CUSIP Number)
Laurence Goldman, Esq.
Sharon A. Renchof, Esq.
1 Bank One Plaza
Chicago, Illinois 60670
(312) 732-3565
(312) 732-8362
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 30, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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. 315653 10 5 Page 2 of 19 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ..................
BANK ONE CORPORATION 31-0738296
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3) SEC USE ONLY .......................................................
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4) SOURCE OF FUNDS* ...................................................
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_] .............................................
Not Applicable
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6) CITIZENSHIP OF PLACE OF ORGANIZATION ...............................
Delaware
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(7) SOLE VOTING POWER .........................
Number of Shares 56,423,605 Shares - The Reporting Person
disclaims beneficial ownership of these shares
which are held by its subsidiaries.
Beneficially Owned by (See Item 5)
Each Reporting Person ---------------------------------------------------
With (8) SHARED VOTING POWER .......................
505,714,285 Shares--The Reporting Person
disclaims beneficial ownership of these shares
which are reportable through its subsidiary.
(See Item 5)
---------------------------------------------------
(9) SOLE DISPOSITIVE POWER ....................
56,423,605 Shares - The Reporting Person
disclaims beneficial ownership of these shares
which are held by its subsidiaries.
(See Item 5)
---------------------------------------------------
(10) SHARED DISPOSITIVE POWER ..................
590,000,000 Shares--The Reporting Person
disclaims beneficial ownership of these shares
which are reportable through its subsidiary.
(See Item 5)
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,423,605 Shares - The Reporting Person disclaims beneficial
ownership of these shares which are reportable through its
subsidiaries. (See Item 5)
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12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .................
6.0% (See Item 5)
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14) TYPE OF REPORTING PERSON* ..........................................
CO, HC
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SCHEDULE 13D
CUSIP No. 315653 10 5 Page 3 of 19 Pages
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7) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ...................
Bank One, National Association
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8) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(c) [_]
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9) SEC USE ONLY ........................................................
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10) SOURCE OF FUNDS* ....................................................
BK
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11) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_] ..............................................
Not Applicable
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12) CITIZENSHIP OF PLACE OF ORGANIZATION ................................
United States
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(7) SOLE VOTING POWER ..........................
Number of Shares 56,423,605 Shares (See Item 5)
Beneficially Owned by
Each Reporting Person ---------------------------------------------------
With (8) SHARED VOTING POWER ........................
505,714,285 Shares (See Item 5)
---------------------------------------------------
(11) SOLE DISPOSITIVE POWER .....................
56,423,605 Shares (See Item 5)
---------------------------------------------------
(12) SHARED DISPOSITIVE POWER ...................
590,000,000 Shares (See Item 5)
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12) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,423,605 Shares (See Item 5)
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12) CHECK BOX IF THE AGGREGATE AMOUNT OWNED IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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15) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ..................
6.0% (See Item 5)
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16) TYPE OF REPORTING PERSON* ...........................................
BK
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Item 1. Security and Issuer.
This Statement relates to the common shares, par value $.001 per common
share (the "Common Stock"), of FiberNet Telecom Group, Inc., a Delaware
corporation (NASDAQ SC:FTGX) ("FiberNet"). FiberNet has its principal executive
offices at 570 Lexington Avenue, 3rd Floor, New York, New York 10022.
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".
As described herein, the Bank may be deemed to be part of a group of
investors in FiberNet which have purchased shares of Common Stock and warrants
to purchase Common Stock from FiberNet pursuant to two purchase agreements (as
described below). The other investors besides the Bank, are Deutsche Bank AG New
York Branch ("Deutsche Bank"), Wachovia Investors, Inc. ("Wachovia"), IBM Credit
Corporation ("IBM"), Nortel Networks Inc. ("Nortel") and Toronto Dominion
(Texas), Inc. ("TD") (collectively, the "Investors").
The Reporting Persons are providing information solely with respect to
themselves in this Schedule 13D and are not providing information with respect
to any other Investor. Bank One is not a direct Investor, but is filing this
Schedule 13D as a Reporting Person solely due to its ownership of the Bank.
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.
-4-
(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,
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, Since the beginning
of 2001, the Arizona, Colorado, Florida, Indiana, Louisiana, Michigan, Utah,
Texas and Wisconsin banks have been 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
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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 in Item
4, the Reporting Persons directly or indirectly received shares of Common Stock
and warrants in the Fibernet in exchange for the conversion of a portion of the
indebtedness owed to the Bank by FiberNet.
Pursuant to a Purchase Agreement dated October 30, 2002 (the "Purchase
Agreement"), between FiberNet and the Investors, each Investor purchased from
FiberNet, and FiberNet sold to each Investor, upon the terms and subject to the
conditions set forth therein, the total number of shares of Common Stock set
forth below next to such Investor's name under the heading "Shares Purchased"
and immediately exerciseable warrants to acquire that number of shares of Common
Stock set forth below next to such Investor's name under the heading "Warrants",
in exchange for the conversion of that amount of principal indebtedness under
the Credit Agreement (defined below) set forth below opposite such Investor's
name under the heading "Purchase Price".
Investor Shares Purchased Warrants Purchase Price
Deutsche Bank
AG New York
Branch 120,476,190 30,119,048 $18,071,428.57
Wachovia Investors, Inc 110,000,000 27,500,000 $16,500,000.00
Bank One, N. A. 41,904,762 10,476,190 $6,285,714.29
IBM Credit Corporation 41,904,762 10,476,190 $6,285,714.29
Nortel Networks Inc. 62,857,143 15,714,286 $9,428,571.43
-6-
Toronto Dominion
(Texas), Inc. 62,857,143 15,714,286 $9,428,571.43
In addition, pursuant to a second Purchase Agreement dated November 11,
2002 (the " November Purchase Agreement"), between FiberNet and the Investors,
each Investor purchased from FiberNet, and FiberNet sold to each Investor, upon
the terms and subject to the conditions set forth therein, the total number of
shares of Common Stock set forth below next to such Investor's name under the
heading "Shares Purchased" and immediately exerciseable warrants to acquire that
number of shares of Common Stock set forth below next to such Investor's name
under the heading "Warrants", in exchange for the conversion of that amount of
accrued interest on indebtedness under the Credit Agreement (defined below) set
forth below opposite such Investor's name under the heading "Purchase Price".
Investor Shares Purchased Warrants Purchase Price
Deutsche Bank
AG New York
Branch 5,476,190 5,476,190 $547,619.05
Wachovia Investors, Inc 5,000,000 5,000,000 $500,000.00
Bank One, N. A. 1,904,762 1,904,762 $190,476.19
IBM Credit Corporation 1,904,762 1,904,762 $190,476.19
Nortel Networks Inc. 2,857,143 2,857,143 $285,714.29
Toronto Dominion 2,857,143 2,857,143 $285,714.29
(Texas), Inc.
The indebtedness converted pursuant to the Purchase Agreement and the
November Purchase Agreement was indebtedness and accrued interest thereon under
FiberNet's Amended and Restated Credit Agreement, dated as of February 9, 2001
(as amended, supplemented, amended and restated or otherwise modified from time
to time prior to the date hereof, the "Credit Agreement"), among FiberNet
Operations, Inc., Devnet, L.L.C., the financial institutions from time to time
parties thereto as lenders, Deutsche Bank AG New York Branch, as administrative
agent, Toronto Dominion (USA) Securities Inc., as syndication agent, and
Wachovia Investors, Inc. as documentation agent.
-7-
The warrants purchased under both purchase agreements have an exercise
period of five years and an exercise price of $0.12 per share of Common Stock.
In addition to the foregoing acquisition, in consideration of prior
amendments to and waivers of the terms of the Credit Agreement, (a) Deutsche
Bank acquired immediately exerciseable warrants to purchase an aggregate of
709,227 shares of Common Stock; (b) TD acquired warrants to purchase an
aggregate of 934,229 shares of Common Stock; (c) Wachovia acquired immediately
exerciseable warrants to purchase an aggregate of 566,666 shares of Common
Stock; (d) First Chicago Investment Corporation, an affiliate of Bank One
("FCIC"), acquired immediately exerciseable warrants to purchase an aggregate of
233,129 shares of Common Stock; and (e) IBM acquired immediately exerciseable
warrants to purchase an aggregate of 75,000 shares of Common Stock. The warrants
acquired by FCIC are immediately exerciseable, have a termination date of April
11, 2005, and have an initial exercise price of $8.00 per share of Common Stock.
Item 4. Purpose of Transaction.
The Investors, including the Bank, executed the Purchase Agreement, and
acquired shares of Common Stock and warrants thereunder, in connection with the
conversion of an aggregate principal amount of $66,000,000 of principal
indebtedness owed by FiberNet to the Investors under the Credit Agreement. The
Investors, including the Bank, executed the November Purchase Agreement, and
acquired shares of Common Stock and warrants thereunder, in connection with the
conversion of accrued interest in the amount of $2,000,000 owed by FiberNet to
the Investors under the Credit Agreement.
In connection with the execution of the Purchase Agreement and the
November Purchase Agreement, each Investor, including the Bank, entered into an
Investor's Rights Agreement and a First Amended and Restated Investor's Rights
Agreement, respectively, pursuant to which FiberNet granted to each Investor
certain registration and preemptive rights, and each Investor consented to
certain transfer restrictions on the shares of Common Stock and warrants issued
pursuant to the Purchase Agreement and the November Purchase Agreement and
shares of Common Stock issuable upon exercise of such warrants.
Additionally, in connection with the execution of the Purchase
Agreement and the November Purchase Agreement, FiberNet, Wachovia, the Bank, IBM
and TD entered into a Stockholders Agreement and a First Amended and Restated
-8-
Stockholders Agreement, respectively, pursuant to which the parties thereto
agreed to take certain actions to (a) cause two individuals approved by certain
Investors to be elected to FiberNet's board of directors and (b) change the
number of directors constituting the entire board upon the request of certain
Investors. The complete text of the Stockholders Agreement, the First
Amended and Restated Stockholders Agreement, the Investor's Rights Agreement and
the First Amended and Restated Investor's Rights Agreement is included in the
exhibits hereto and incorporated herein by reference.
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;
(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;
-9-
(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) Pursuant to the terms of the Purchase Agreement, the Bank
acquired an aggregate of 41,904,762 shares of Common Stock, and warrants to
purchase an aggregate of 10,476,190 shares of Common Stock. Pursuant to the
terms of the November Purchase Agreement, the Bank acquired an aggregate of
1,904,762 shares of Common Stock, and warrants to purchase an aggregate of
1,904,762 shares of Common Stock. Such securities represent all of the equity
securities of FiberNet held directly by the Bank. First Chicago Investment
Corporation ("FCIC"), an affiliate of Bank One, owns warrants of the Company to
purchase an aggregate of 233,129 shares of Common Stock. Bank One may be deemed
to own the shares of Common Stock and warrants held by the Bank and FCIC solely
through its ownership of the Bank and FCIC. Pursuant to information provided by
FiberNet in the November Purchase Agreement, such securities represent
approximately 6.0% of the number of issued and outstanding shares of FiberNet
calculated pursuant to Exchange Act Rule 13d-3, on the basis of the following
assumptions: (a) immediately prior to the consummation of the transactions
contemplated in the November Purchase Agreement, FiberNet had 911,653,482
shares of Common Stock issued and outstanding; (b) FiberNet issued 20,000,000
shares of Common Stock in connection with the November Purchase Agreement
transactions; and (c) the exercise of all 12,614,081 warrants held by the Bank
and FCIC into 12,614,081 shares of Common Stock.
Pursuant to the terms of the Purchase Agreement, Wachovia
acquired an aggregate of 110,000,000 shares of Common Stock, and warrants to
purchase an aggregate of 27,500,000 shares of Common Stock. Pursuant to the
terms of the November Purchase Agreement, Wachovia acquired an aggregate of
5,000,000 shares of Common Stock, and warrants to purchase an aggregate of
5,000,000 shares of Common Stock. First Union Investors, Inc., an affiliate of
Wachovia, owns warrants of the Company to purchase an aggregate of 566,000
shares of Common Stock.
-10-
Pursuant to the terms of the Purchase Agreement, Deutsche Bank acquired
an aggregate of 120,476,190 shares of Common Stock, and warrants to purchase an
aggregate of 30,119,048 shares of Common Stock. Pursuant to the November
Purchase Agreement, Deutsche Bank acquired an aggregate of 5,476,190 shares of
Common Stock, and warrants to purchase an aggregate of 5,476,190 shares of
Common Stock. Deutsche Banks owns warrants to purchase an aggregate of 709,227
shares of Common Stock.
Pursuant to the terms of the Purchase Agreement, IBM acquired
an aggregate of 41,904,762 shares of Common Stock, and warrants to purchase an
aggregate of 10,476,190 shares of Common Stock. Pursuant to the terms of the
November Purchase Agreement, IBM acquired an aggregate of 1,904,762 shares of
Common Stock, and warrants to purchase an aggregate of 1,904,762 shares of
Common Stock.
Pursuant to the terms of the Purchase Agreement, TD acquired
an aggregate of 62,857,143 shares of Common Stock, and warrants to purchase an
aggregate of 15,714,286 shares of Common Stock. Pursuant to the terms of the
November Purchase Agreement, TD acquired an aggregate of 2,857,143 shares of
Common Stock, and warrants to purchase an aggregate of 2,857,143 shares of
Common Stock
Pursuant to the terms of the Purchase Agreement, Nortel owns
an aggregate of 62,857,143 shares of Common Stock, and warrants to purchase an
aggregate of 15,714,286 shares of Common Stock. Pursuant to the terms of the
November Purchase Agreement, Nortel owns an aggregate of 2,857,143 shares of
Common Stock, and warrants to purchase an aggregate of 2,857,143 shares of
Common
(b) Pursuant to the Stockholders Agreement and the First
Amended and Restated Stockholders Agreement, Deutsche Bank, Wachovia, Bank One,
IBM and TD share voting power with respect to the shares of Common Stock
received by each such entity pursuant to the Purchase Agreement and November
Purchase Agreement and upon exercise of the warrants received by each such
entity pursuant to those purchase agreements. Nortel has sole voting power of
the shares of Common Stock it received pursuant to the Purchase Agreement and
November Purchase Agreement and upon exercise of the warrants it received
pursuant to such purchase agreements. Pursuant to the terms of the Investor's
Rights Agreement and the First Amended and Restated Investor's Rights Agreement,
each Investor has agreed to certain transfer restrictions on the shares of
Common Stock received it pursuant to the
-11-
two purchase agreements and upon exercise of the warrants
received by it pursuant to such purchase agreements. The complete text of the
Stockholders Agreement, the First Amended and Restated Stockholders Agreement,
the Investor's Rights Agreement and the First Amended and Restated Investor's
Rights Agreement is included in the exhibits hereto and is incorporated herein
by reference.
See also Items 7-10 on pages two and three with respect to each
Reporting Person.
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 or warrants held by any other
Investor.
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as otherwise disclosed, there are no contracts, arrangements,
understandings or relationships with respect to securities of FiberNet. For the
complete text of each contract, arrangement, understanding and relationship with
respect to securities of FiberNet see the Purchase Agreement, the November
Purchase Agreement, the Stockholders Agreement, the First Amended and Restated
Stockholders Agreement, the Investor's Rights Agreement and the First Amended
and Restated Investor's Rights Agreement attached hereto as exhibits. The text
of each such agreement is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Stockholders Agreement
Exhibit B: First Amended and Restated Stockholders Agreement
-12-
Exhibit C: Investor's Rights Agreement
Exhibit D: First Amended and Restated Investor's Rights Agreement
Exhibit E: Common Stock and Warrant Purchase Agreement made as of
October 30, 2002
Exhibit F: Common Stock and Warrant Purchase Agreement made as of
November 11, 2002
-13-
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: November 12, 2002 BANK ONE, N. A.
By: /s/ Jacqueline P. Yardley
--------------------------
Senior Vice President
BANK ONE CORPORATION
By: /s/ Sharon A Renchof
--------------------------
Assistant Secretary
-14-
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
Jay Mandelbaum 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.
-15-
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,
Officer Inc.
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 Yum! Brands, Inc.
Officer 1441 Gardiner Lane
Louisville, Kentucky
40213
-16-
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
-17-
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
Jay Mandelbaum 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.
-18-
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
Linda Bammann Executive Vice President Bank One Corporation
1 Bank One Plaza
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
Heidi G. Miller 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
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