SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 17 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
110415106
(CUSIP Number)
CRAIGH LEONARD, ESQ.
Morrison & Foerster LLP
1290 Avenue of the Americas
NEW YORK, NEW YORK 10104-0050
(212) 468-8007
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2006
(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. [ ]
* 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. 110415106
(1) Name of reporting persons..... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see WC
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of GUERNSEY, CHANNEL ISLANDS
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 3,894,970 (which includes 341,668
shares subject to acquisition within 60
days on exercise of certain Warrants)
(8) Shared voting power........... None
(9) Sole dispositive power........ 3,894,970 (which includes 341,668
shares subject to acquisition within 60
days on exercise of certain Warrants)
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 3,894,970 (which includes 341,668
owned by each reporting person shares subject to acquisition within 60
days on exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 36.92%
(14) Type of reporting person (see
instructions)................. CO
Page 2 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... THE ERSE TRUST
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see Not applicable
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of GUERNSEY, CHANNEL ISLANDS
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. None
(8) Shared voting power........... None
(9) Sole dispositive power........ None
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 3,894,970 (which includes 341,668
owned by each reporting person shares subject to acquisition within 60
days on exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 36.92%
(14) Type of reporting person (see
instructions)................. OO(Trust)
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 3 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... CAP ADVISERS LIMITED
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see WC
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of UNITED KINGDOM
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 52,053
(8) Shared voting power........... 39,636
(9) Sole dispositive power........ 52,053
(10) Shared dispositive power...... 39,636
(11) Aggregate amount beneficially 3,992,444 (which includes 341,668
owned by each reporting person shares subject to acquisition within 60
days on exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 37.85%
(14) Type of reporting person (see
instructions)................. CO
Page 4 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... ANTHONY M. PILARO
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see Not Applicable
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of IRELAND
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. None
(8) Shared voting power........... None
(9) Sole dispositive power........ None
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 3,992,444 (which includes 341,668
owned by each reporting person shares subject to acquisition within 60
days on exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 37.85
(14) Type of reporting person (see
instructions)................. IN
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 5 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... THE LCP II TRUST
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see Not Applicable
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of JERSEY, CHANNEL ISLANDS
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 533,335
(8) Shared voting power........... None
(9) Sole dispositive power........ 533,335
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 533,335
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 5.06%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 6 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... AMP TRUST
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see WC
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of JERSEY, CHANNEL ISLANDS
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 4,500
(8) Shared voting power........... None
(9) Sole dispositive power........ 4,500
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 4,500
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ .04%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 7 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... CAP CHARITABLE FOUNDATION
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see Not Applicable
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of GUERNSEY, CHANNEL ISLANDS
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 7,500
(8) Shared voting power........... None
(9) Sole dispositive power........ 7,500
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 7,500
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ .07%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 8 of 23
SCHEDULE 13D
CUSIP NO. 110415205
(1) Name of reporting persons..... EXCIMER VISION LEASING L.P.
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see WC
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of Delaware
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 318,170
(8) Shared voting power........... None
(9) Sole dispositive power........ 318,170
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 318,170
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 3.01%
(14) Type of reporting person (see
instructions)................. PN
Page 9 of 23
SCHEDULE 13D
CUSIP NO. 110415205
(1) Name of reporting persons..... CAP PROPERTIES LIMITED
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see WC
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of Delaware
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 318,170 \1
(8) Shared voting power........... None
(9) Sole dispositive power........ 318,170 \1
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 318,170 \1
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 3.01%
(14) Type of reporting person (see
instructions)................. CO
\1 CAP Properties is the general partner of Excimer Vision Leasing, L.P. and
has the sole right to vote the shares held directly by Excimer.
Page 10 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... JOHN L. REED
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see PF
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of UNITED STATES
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 293,378
(8) Shared voting power........... None
(9) Sole dispositive power........ 292,378
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 292,378
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 2.77%
(14) Type of reporting person (see
instructions)................. IN
Page 11 of 23
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... R. ERIC MONTGOMERY
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) [X]
member of a group (see
instructions)................. (b) [_]
(3) SEC use only..................
(4) Source of funds (see PF
instructions).................
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... [_]
(6) Citizenship or place of UNITED STATES
organization..................
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 316,320
(8) Shared voting power........... None
(9) Sole dispositive power........ 316,320
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 316,320
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ [_]
(13) Percent of class represented by
amount in Row (11)............ 2.99%
(14) Type of reporting person (see
instructions)................. IN
Page 12 of 23
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 17
NOTE: This Amendment No. 17 amends a Statement on Schedule 13D originally filed
on April 11, 1996 by LCO Investments Limited and others, as amended by an
Amendment No. 1 filed on December 6, 1996, by an Amendment No. 2 filed on May
23, 1997, by an Amendment No. 3 filed on September 24, 1997, by an Amendment No.
4 filed on December 1, 1997, by an Amendment No. 5 filed on May 11, 1998, by an
Amendment No. 6 filed on December 15, 1998, by an Amendment No. 7 filed on July
2, 1999, by an Amendment No. 8 filed on November 8, 1999, by an Amendment No. 9
filed on July 13, 2000, by an Amendment No. 10 filed on January 11, 2001, by an
Amendment No. 11 filed on July 23, 2001, by an Amendment No. 12 filed on
November 13, 2001, by an Amendment No. 13 filed on December 17, 2001, by an
Amendment No. 14 filed on January 27, 2003, by an Amendment No. 15 filed on
January 7, 2004 and by an Amendment No. 16 filed on June 2, 2006. This Amendment
No. 17 is filed on behalf of LCO Investments Limited, The ERSE Trust, CAP
Advisers Limited, Anthony M. Pilaro, the LCP II Trust, the AMP Trust, CAP
Charitable Foundation, Excimer Vision Leasing L.P., CAP Properties Limited, John
L. Reed and R. Eric Montgomery.
This Amendment No. 17 is being filed to reflect (a) the receipt by LCO
Investments Limited of 333,336 additional shares of BriteSmile's Common Stock,
(b) the addition of John L. Reed and R. Eric Montgomery as members of the group
filing this Schedule 13D, and (c) the agreement of the reporting persons to vote
against an unsolicited proposal made by Futuredontics, Inc. to acquire all of
the outstanding shares of BriteSmile's Common Stock. There has been no change in
the information set forth in response to Item 1 of Schedule 13D. Accordingly,
that Item is omitted from this Amendment No. 17.
The inclusion of The ERSE Trust and Anthony M. Pilaro shall not be
construed as an admission that such parties are, for the purposes of Section
13(d) of the Securities Exchange Act of 1934, the beneficial owners of any
securities covered by this Statement.
Item 2. Identity and Background.
Item 2 is amended to add the following two persons as persons filing this
statement.
John L. Reed
(a) A person included within the group filing this Statement is John L.
Reed ("Mr. Reed").
(b) The business address of Mr. Reed is care of BriteSmile, 460 North
Wiget Lane, Walnut Creek, CA 94598.
(c) The principal present occupation of Mr. Reed is to serve as President
and a Director of BriteSmile whose principal business address is 460 North Wiget
Lane, Walnut Creek, CA 94598.
Page 13 of 23
(d) Mr. Reed has not, during the last five years, been convicted in any
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) Mr. Reed, during the last five years, has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding he 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) Mr. Reed is a citizen of the United States.
R. Eric Montgomery
(a) A person included within the group filing this Statement is R. Eric
Montgomery ("Mr. Montgomery").
(b) The business address of Mr. Montgomery is 815 Pleasant Street, Lee, MA
01238.
(c) The principal present occupation of Mr. Montgomery is to serve as the
Chief Executive Officer of Oraceutical LLC whose principal business address is
815 Pleasant Street, Lee, MA 01238.
(d) Mr. Montgomery has not, during the last five years, been convicted in
any criminal proceeding (excluding any traffic violations or similar
misdemeanors).
(e) Mr. Montgomery, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding he 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) Mr. Montgomery is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Item 3 is amended to make reference to the cover pages of this Amendment
No. 17 for the source of funds, if applicable, used by each person listed in
Item 2 to acquire the Common Stock which is beneficially owned by such person.
Item 4. Purpose of Transaction.
Item 4 is amended to expand the amendment made by Amendment No. 16 so that
such amendment as amended by Amendment No. 17 shall read as follows:
Page 14 of 23
The reporting persons may seek to acquire additional shares of
BriteSmile's Common Stock in public or private purchases and/or to form a group
with one or more holders of BriteSmile's Common Stock so that the reporting
persons, alone or together with the members of a group, have the power to vote
more than 50% of the outstanding shares of BriteSmile's Common Stock. The
reporting persons may, alone or together with such group, consider and pursue
any of the transactions specified in Item 4 of Schedule 13D including but not
limited to taking BriteSmile private and terminating the registration of its
Common Stock under the Securities and Exchange Act of 1934, as amended. In the
event that the reporting persons, alone or together with the members of a group,
hold more than 50% of the outstanding shares of BriteSmile's Common stock, they
would have the power under BriteSmile's charter and bylaws to appoint the
members of BriteSmile's Board of Directors and to authorize any transactions
required to be approved by BriteSmile's stockholders, including a merger of
BriteSmile with or into another entity and a sale of all or substantially all of
BriteSmile's assets.
In addition, on June 9, 2006, Futuredontics, Inc. issued a press release
announcing an unsolicited proposal to acquire all of the outstanding shares of
BriteSmile's Common Stock for $2.00 per share in cash and $2.00 per share in
Futuredontics common stock. The reporting persons have informed BriteSmile that
they are not interested in approving a transaction with Futuredontics on the
proposed terms. The reporting persons have agreed to vote against the
Futuredontics proposal if it is presented for a vote of holders of BriteSmile's
Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5(a)
Item 5(a) is hereby amended to read in its entirety as follows:
Reference is made to the cover pages of this Statement for the aggregate
number and the percentage of BriteSmile's outstanding Common Stock which is
beneficially owned by each person listed in Item 2.
Item 5(c)
Item 5(c) is amended to add the following paragraph.
On June 6, 2006 the ERSE Trust received an aggregate of 333,336 shares of
Common Stock from two related trusts as a gratuitous distribution pursuant to
the terms of trust agreements governing such two related trusts. One June 6,
2006 the ERSE Trust transferred such 333,336 shares to LCO Investments Limited,
which is wholly owned by the ERSE Trust, as a contribution to the capital of LCO
Investments Limited.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The persons named in Item 2 have entered into a 13D Group Agreement
pursuant to which, among other things, (i) they have agreed to form a group with
respect to BriteSmile and their respective holdings of Common Stock; (ii) they
have agreed to join in the filing of a single joint Schedule 13D and that such
single joint filing will be filed on behalf of each of them; (iii) they have
agreed upon the statement set forth in Item 4 of this Amendment No. 17; (iv)
they have agreed to vote against the Futuredontics proposal described in Item 4
above if such proposal is presented for a vote of holders of BriteSmile's Common
Stock; (v) they have reserved the right to acquire, dispose of and (except as
set forth in subsection (iv) above) vote their Common Stock independently of one
another, and (vi) they have reserved the right to withdraw from the group. A
copy of the 13D Group Agreement is being filed as an Exhibit to this Amendment
17 to Schedule 13D.
Page 15 of 23
Item 7. Material to be Filed as Exhibits
Exhibit E which was previously filed, is the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto on
behalf of LCO Investments, The ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro.
Exhibit AA which was previously filed as an exhibit to the Form 3 filed by
LCP II with respect to shares of Common Stock, is the Power of Attorney
appointing Craigh Leonard as Attorney-in-Fact and authorizing him to sign
the Schedule 13D and all amendments thereto on behalf of The LCP II Trust.
Exhibit CC which was previously filed as an exhibit to the Form 3 filed by
AMP Trust with respect to shares of Common Stock, is the Power of Attorney
appointing Craigh Leonard as Attorney-in-Fact and authorizing him to sign
the Schedule 13D and all amendments thereto on behalf of AMP Trust.
Exhibit DD which was previously filed as an Exhibit to the Form 3 filed by
CAP Charitable Foundation with respect to shares of Common Stock, is the
Power of Attorney appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto on
behalf of CAP Charitable Foundation.
Exhibit FF which was previously filed is the Amended and Restated Joint
Filing Agreement among LCO Investments Limited, the ERSE Trust, CAP
Advisers Limited, Anthony M. Pilaro, the LCP II Trust, the AMP Trust, CAP
Charitable Foundation, Excimer Vision Leasing, L.P. and CAP Properties
Limited, dated November 24, 2003. Exhibit JJ is the Power of Attorney
appointing Craigh Leonard as Attorney in Fact and authorizing him to sign
the Schedule 13D and all amendments thereto on behalf of CAP Properties
Limited and Excimer Vision Leasing L.P.
Exhibit KK is the 13D Group Agreement among John L. Reed, R. Eric
Montgomery, LCO Investments Limited, the ERSE Trust, CAP Advisers Limited,
Anthony M. Pilaro, the LCP II Trust, the AMP Trust, CAP Charitable
Foundation, Excimer Vision Leasing, L.P. and CAP Properties Limited.
Page 16 of 23
Signatures
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 13, 2006
LCO INVESTMENTS LIMITED
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
-----------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
LCP II TRUST
By:/s/Craigh Leonard
--------------------------------------
Craigh Leonard, Attorney-in-Fact
AMP TRUST
By:/s/Craigh Leonard
--------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP CHARITABLE FOUNDATION
By:/s/Craigh Leonard
--------------------------------------
Craigh Leonard, Attorney-in-Fact
Page 17 of 23
EXCIMER VISION LEASING L.P.
By:/s/Craigh Leonard
--------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP PROPERTIES LIMITED
By:/s/Craigh Leonard
--------------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ John L. Reed
--------------------------------------
John L. Reed
/s/ R. Eric Montgomery
--------------------------------------
R. Eric Montgomery
Page 18 of 23