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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SEITEL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
816074405
(CUSIP Number)
CARL KRASIK
MELLON FINANCIAL CORPORATION
ONE MELLON CENTER
PITTSBURGH, PENNSYLVANIA
TELEPHONE: 412-234-5222
(Name, address and telephone number of person
authorized to receive notices and communications)
October 29, 2004
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
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.
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon Financial Corporation, I.R.S. No. 25-1233834
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(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)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 36,011,851
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 36,011,851
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
36,011,851
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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(14) TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Alternative Strategies Holdings LLC, I.R.S. No. 45-1542297
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(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)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 36,011,851
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 36,011,851
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
36,011,851
================================================================================
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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(14) TYPE OF REPORTING PERSON
HC, OO
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Alternative Strategies LLC, I.R.S. No. 13-4050836
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
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(3) SEC USE ONLY
================================================================================
(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)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 36,011,851
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 36,011,851
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
36,011,851
================================================================================
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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(14) TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Company, Ltd., (No I.R.S. No. - Cayman Company)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(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)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 28,923,628
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 28,923,628
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
28,923,628
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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(14) TYPE OF REPORTING PERSON
CO
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Master Multi-Strategy Fund L.P. I.R.S. No. 75-2995342
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 17,065,545
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 17,065,545
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
17,065,545
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
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(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. 816074405
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Master Rediscovered Opportunities Fund L.P., I.R.S. No. 98-0366054
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
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(3) SEC USE ONLY
================================================================================
(4) SOURCE OF FUNDS
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
(7) SOLE VOTING POWER 9,929,786
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 9,929,786
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
9,929,786
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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(14) TYPE OF REPORTING PERSON
PN
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INTRODUCTORY STATEMENT
This Statement is a joint filing which constitutes Amendment No. 2 to
the initial statement on Schedule 13D filing (the "Initial Statement") of Mellon
Financial Corporation, Mellon HBV Alternative Strategies Holdings LLC, Mellon
HBV Alternative Strategies LLC, Mellon HBV Company, Ltd. and Mellon HBV Master
Multi-Strategy Fund L.P., in each case with respect to the Common Stock of
Seitel, Inc. (the "Company"). Capitalized terms used in this Statement without
being defined herein have the meanings given to them in the Initial Statement.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Statement
relates is the common stock of Seitel, Inc. (the "Common Stock"). The principal
executive offices of the Company are located at 50 Briar Hollow Lane, West
Building, 7th Floor, Houston, Texas 77027.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by the following entities:
(i) Mellon Financial Corporation ("MFC")
(ii) Mellon HBV Alternative Strategies Holdings LLC
("Holdings")
(iii) Mellon HBV Alternative Strategies LLC (the "Adviser")
(iv) Mellon HBV Company, Ltd. ("Limited")
(v) Mellon HBV Master Multi-Strategy Fund L.P. (the
"Multi-Strategy Fund")
(vi) Mellon HBV Master Rediscovered Opportunities Fund
L.P. (the Opportunities Fund" and, together with the
Multi-Strategy Fund, the "Funds")
Holdings is a wholly owned direct subsidiary of MFC. The Adviser is a
wholly owned indirect subsidiary of MFC, a wholly owned direct subsidiary of
Holdings and a registered investment adviser under the Investment Advisers Act
of 1940. Limited is a wholly owned indirect subsidiary of MFC and a wholly owned
direct subsidiary of the Adviser. Each Fund is a limited partnership which is
exempt from registration as an investment company under the Investment Company
Act of 1940. Limited is the general partner of each Fund and of certain other
funds or accounts which do not individually beneficially own more than 5% of the
outstanding Common Stock. Voting and dispositive power over the securities
reported herein as beneficially owned is exercised by the Adviser as investment
adviser to the Funds and other funds or accounts which do not individually
beneficially own more than 5% of the outstanding Common Stock.
(b) Each of the entities listed in (a)(i) through (a)(vi) above is
hereinafter referred to individually as a "Reporting Entity." The business
address of the Reporting Entities is:
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
(d) During the last five years, none of the Reporting Entities has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Entities has been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) MFC is organized under the laws of Pennsylvania. Holdings, the
Adviser and the Funds are organized under the laws of Delaware. Limited is
organized under the laws of the Cayman Islands.
Information with respect to the executive officers and directors of the
Reporting Entities is attached as Annex A and Annex B to this Schedule 13D. To
the best knowledge of the person signing this Schedule 13D, during the past five
years none of such persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for the purchase of shares listed herein as beneficially owned by
a Fund were or will be provided from the assets of that Fund. Funds for the
purchase of other shares reported as beneficially owned by the Reporting
Entities were or will be provided from the assets of other funds or accounts for
which the Adviser acts as investment adviser (together with the Funds, the
"Mellon Entities").
ITEM 4. PURPOSE OF TRANSACTION.
The information in Item 4 of the Initial Statement is incorporated
herein by reference.
The Adviser continues to view Seitel as an attractive investment for
the Mellon Entities. The Adviser continues to have confidence in management and
in the current direction of the Company.
The Mellon Entities currently have no plans or proposals which relate
to or would result in one or more of the actions described in paragraphs (a)
through (j) of Item 4 of Schedule 13D. The Mellon Entities may at any time
reconsider and change their plans and proposals relating to the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information on lines 7 to 11 and 13 of the cover page for each
Reporting Entity is incorporated herein by reference.
On August 2, 2004, the Mellon Entities purchased 11,606,306 shares of
Common Stock at a price of $.60 per share upon exercise of the Purchase Warrants
issued to the Mellon Entities on July 2, 2004. Of such shares, 8,699,966 were
purchased by the Master-Strategy Fund, 908,413 were purchased by the
Opportunities Fund and 1,997,927 were purchased by other funds or accounts for
which the Adviser acts as investment adviser.
On August 12, 2004, the Mellon Entities purchased 5,873,846 shares of
Common Stock at a price of $.60 per share pursuant to the Standby Purchase
Agreement. Of such shares, 1,856,919 were purchased by the Master-Strategy Fund,
2,476,021 were purchased by the Opportunities Fund and 1,540,906 were purchased
by other funds or accounts for which the Adviser acts as investment adviser.
Pursuant to the Standby Purchase Agreement, on August 12, 2004 the
Company issued to the Mellon Entities the Standby Warrants, which are
exercisable for up to 15,037,568 shares of Common Stock at a price of $.72 per
share (subject to adjustment upon the occurrence of certain events) through July
2, 2011. Standby Warrants for 4,742,528 shares are held by the Master-Strategy
Fund, Standby Warrants for 6,360,940 shares are held by the Opportunities Fund
and the remaining Standby Warrants for 3,934,100 shares are held by other funds
or accounts for which the Adviser acts as investment adviser.
On October 29, 2004, the Mellon Entities purchased 1,138,000 shares of
Common Stock at an average price of $0.85 per share. All of the shares were
purchased by the Lyxor/Mellon HBV Rediscovered Opportunities Fund Ltd. for which
the Adviser acts as an investment adviser.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Under the Standby Purchase Agreement, the Mellon Entities are entitled
to certain registration rights with respect to the Seitel Common Stock and
Standby Warrants. On July 2, 2004, Seitel entered into a registration rights
agreement (the "RRA") with Mellon granting Mellon Entities two demand
registration rights and unlimited piggy-back registration rights to enable them
to resell all of the Common Stock and Standby
Warrants issued to them. A copy of the RRA is incorporated herein by reference
as Exhibit 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Title
----------- -----
1. Standby Funding Commitment Letter Agreement
2. Registration Rights Agreement
SIGNATURE
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.
Pursuant to the authorizations contained in the Initial Statement or filed
herewith, this filing is signed by Mellon Financial Corporation on behalf of all
Reporting Entities.
Dated: November 1, 2004
MELLON FINANCIAL CORPORATION
By: /s/ Carl Krasik
--------------------------------
Name: Carl Krasik
Title: Associate General Counsel and Secretary
The undersigned hereby authorizes Mellon Financial Corporation, in accordance
with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), to file on its behalf any statement on Schedule 13D required to be
signed by the undersigned pursuant to Rule 13d-1 under the 1934 Act and any
amendment thereto pursuant to Rule 13d-2 under the 1934 Act. The undersigned
represents that it is individually eligible to use Schedule 13D, and
acknowledges its responsibility for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the information
concerning it contained therein. However, the undersigned is not responsible for
the completeness or accuracy of the information concerning the other entities
making the filing on Schedule 13D unless it knows or has reason to believe that
such information is inaccurate.
Date: November 1, 2004
MELLON HBV MASTER REDISCOVERED
OPPORTUNITIES FUND, L.P., by Mellon HBV
Alternative Strategies, LLC, Investment Adviser
/s/ Carl Krasik
-----------------------------
Name: Carl Krasik
Title Attorney-in-Fact
Annex A
Executive Officers and Directors of
Mellon HBV Alternative Strategies Holdings LLC
Mellon HBV Alternative Strategies LLC
and Mellon HBV Company, Ltd. (the "Mellon HBV Entities")
TITLE WITH EACH
NAME AND BUSINESS ADDRESS MELLON HBV ENTITY
William F. Harley, III Manager/Director; President
c/o Mellon HBV Alternative Strategies LLC
200 Park Avenue, Suite 300
New York, NY 10166-3399
Edward A. Schinik Manager/Director; Secretary, Treasurer
c/o Mellon HBV Alternative Strategies LLC
200 Park Avenue, Suite 300
New York, NY 10166-3399
John J. Nagorniak Manager/Director
c/o Mellon HBV Alternative Strategies LLC Inc.
200 Park Avenue, Suite 300
New York, NY 10166-3399
Patrick Sheppard Manager/Director
c/o Mellon HBV Alternative Strategies LLC
200 Park Avenue, Suite 300
New York, NY 10166-3399
Each of the above individuals is a citizen of the United States.
Annex B
Executive Officers and Directors of
Mellon Financial Corporation
DIRECTOR PRINCIPAL OCCUPATION
Ruth E. Bruch Senior Vice President and Chief Information Officer,
Lucent Technologies, Inc., Murray Hill, NJ
(communications networking solutions)
Paul L. Cejas Chief Executive Officer, PLC Investments Inc., Miami
Beach, FL (investment management)
Jared L. Cohon President, Carnegie Mellon University, Pittsburgh, PA
(private coeducational research university)
Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A., Pittsburgh, PA
Ira J. Gumberg President and Chief Executive Officer, J.J. Gumberg Co.,
Pittsburgh,
PA (real
estate development and acquisition)
Edmund F. Kelly Chairman, Liberty Mutual Group, Boston, MA (insurance)
Edward J. McAniff Of Counsel, O'Melveny & Myers, Los Angeles, CA (full-
service law firm)
Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation;
Chairman, President and Chief Executive Officer,
Mellon Bank, N.A., Pittsburgh, PA
Robert Mehrabian Chairman, President and Chief Executive Officer, Teledyne
Technologies, Incorporated, Los Angeles, CA (advanced industrial
technologies)
Seward Prosser Mellon President and Chief Executive Officer, Richard K. Mellon and Sons
(investments)and Richard King Mellon Foundation (Philanthropy),
Ligonier, PA
Mark A. Nordenberg Chancellor, University of Pittsburgh, Pittsburgh, PA (major public
research university)
James F. Orr III Chairman, The Rockefeller Foundation, New York, NY (philanthropy)
David S. Shapira Chairman and Chief Executive Officer, Giant Eagle, Inc., Pittsburgh,
PA (retail grocery store chain)
William E. Strickland, Jr President and Chief Executive Officer, Manchester Bidwell
Corporation, Pittsburgh, PA (education of inner-city youth and
economically disadvantaged individuals)
John P. Surma President and Chief Operating Officer, United States Steel
Corporation, Pittsburgh, PA (steel manufacturing)
Wesley W. von Schack Chairman, President and Chief Executive Officer, Energy East
Corporation, Binghamton, NY (energy services company)
Executive Officers of Mellon Financial Corporation:
NAME PRINCIPAL OCCUPATION
Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation;
Chairman, President and Chief Executive Officer, Mellon Bank, N.A.
Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
James D. Aramanda Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
Stephen E. Canter Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
David F. Lamere Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
Ronald P. O'Hanley Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
James P. Palermo Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.
Allan P. Woods Vice Chairman and Chief Information Officer, Mellon Financial
Corporation and Mellon Bank, N.A.
John T. Chesko Vice Chairman and Chief Compliance Officer, Mellon Financial Corporation
and Mellon Bank, N.A.
Michael A. Bryson Chief Financial Officer, Mellon Financial Corporation; EVP and Chief
Financial Officer, Mellon Bank, N.A.
Timothy P. Robison Chief Risk Officer, Mellon Financial Corporation; Executive Vice
President and Chief Risk Officer, Mellon Bank, N.A.
Leo Y. Au Treasurer, Mellon Financial Corporation; Senior Vice President, Manager,
Corporate Treasury Group, Mellon Bank, N.A.
Michael K. Hughey Senior Vice President and Controller, Mellon Financial Corporation;
Senior Vice President, Director of Taxes and Controller, Mellon Bank,
N.A.
Each of the individuals listed above is a citizen of the United States of
America. The business address of each individual listed above is:
c/o Mellon Financial Corporation
4826 One Mellon Center
Pittsburgh, PA 15258
Page 16 of 16