* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
As of the date of this report, the Issuer has one class of common stock, par value $1.00 per share (the "Common Stock") and
no preferred stock outstanding. |
(2) |
Immediately after the pricing of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per
share (the "Class A Common Stock"), the Issuer will amend its certificate of incorporation. That amendment and restatement
will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par
value $.01 per share (the "Class B Common Stock"), which generally will be convertible into Class A Common Stock on a
one-for-one basis and (ii) reclassify each of the Issuer's then-outstanding shares of Common Stock into 2,861.235208 shares
of Class B Common Stock (the "Reclassification"). All of the reporting person's currently outstanding Common Stock will be
designated as Class B Common Stock in the Reclassification. The Reclassification was structured to comply with Rules 16a-13,
16b-3 and 16b-7 of the Exchange Act. |
(3) |
Shares of Class B Common Stock will be automatically converted into Class A Common Stock upon any transfer of such shares, in
the case of the reporting party, to any party other than Morgan Stanley, or its subsidiaries or affiliates. Holders of the
Class A Common Stock and the Class B Common Stock will generally have identical rights, except that the holders of Class A
Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to five votes per share
on matters to be voted on by shareholders with certain exceptions. After the Reclassification, the Issuer will have no
outstanding preferred stock and two classes of outstanding common stock. |