| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/09/2006 |
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, par value $0.01 per share | 8,199,882 | I | See footnotes(1)(2)(3)(4) |
| Common stock, par value $0.01 per share | 431,572 | I | See footnotes(1)(2)(3)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. KKR Millennium Fund (Energy) L.P. ("Millennium Energy") and KKR Partners III, L.P. (Series I) ("KKR Partners", and together with Millennium Energy, the "KKR Funds") hold 8,199,882 and 431,572 shares, respectively, of common stock of NRG Energy, Inc. (the "Common Stock") reported on this Form 3. As general partner of Millennium Energy, KKR Associates Millennium (Energy) L.P. ("KKR Associates") may be deemed to be the beneficial owner of the Common Stock held by Millennium Energy. As the general partner of KKR Associates, KKR Millennium GP (Energy) LLC ("KKR GP LLC") also may be deemed to be the beneficial owner of the Common Stock held by Millennium Energy. As general partner of KKR Partners, KKR GP LLC may be deemed to be the beneficial owner of the Common Stock held by KKR Partners. |
| 2. Henry R. Kravis, George R. Roberts, Todd A. Fisher, Jacques Garaialde, Perry Golkin, James H. Greene, Jr., Johannes P. Huth, Marc S. Lipschultz, Michael W. Michelson, Alexander Navab and Paul E. Raether are the members of KKR GP LLC (the "Members"), and as such may be deemed to share beneficial ownership of any Common Stock that KKR GP LLC may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest therein. |
| 3. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any Common Stock covered by this statement. |
| 4. Due to limitations on Form 3, certain persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 3 are filing as reporting persons on a separate Form 3. |
| Remarks: |
| As described in Amendment No. 1 to Schedule 13D filed on August 11, 2006 with respect to the Common Stock by the KKR Funds, KKR Associates, KKR GP LLC and the other filers listed on the signature pages thereto (the "Other 13D Filers"), the KKR Funds and certain Other 13D Filers may be deemed to be a "group" under Section 13(d) of the Securities Exchange Act and each of the KKR Funds, KKR Associates and KKR GP LLC may be deemed to have beneficial ownership of 10% or more of the Common Stock. Each Member may therefore be deemed to share beneficial ownership of 10% or more of the Common Stock. Each Reporting Person expressly disclaims membership in any such group under Section 13(d) of the Securities Exchange Act or for any other purpose. Exhibit 24 - Powers of Attorney Exhibit 99 - Joint Filer Information |
| /s/ William J. Janetschek, by power of attorney for all Reporting Persons | 08/11/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Henry R. Kravis |
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Henry R. Kravis |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ George R. Roberts |
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George R. Roberts |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Todd A. Fisher does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Todd A. Fisher |
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Todd A. Fisher |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Jacques Garaïalde does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Jacques Garaïalde |
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Jacques Garaïalde |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Perry Golkin does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Perry Golkin |
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Perry Golkin |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that James H. Greene, Jr. does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ James H. Greene, Jr. |
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James H. Greene, Jr. |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Johannes P. Huth does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Johannes P. Huth |
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Johannes P. Huth |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Marc S. Lipschultz does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Marc S. Lipschultz |
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Marc S. Lipschultz |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Michael W. Michelson does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Michael W. Michelson |
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Michael W. Michelson |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Alexander Navab does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Alexander Navab |
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Alexander Navab |
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Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that Paul E. Raether does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Paul E. Raether |
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Paul E. Raether |
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Date: July 31, 2005
Exhibit 99
Joint Filer Information
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Date of Event Requiring Statement: |
August 9, 2006 |
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Issuer Name and Ticker or Trading Symbol: |
NRG Energy, Inc. [NRG] |
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Designated Filer: |
KKR Millennium GP (Energy) LLC |
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Other Joint Filers: |
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KKR Millennium Fund (Energy) L.P. |
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KKR Partners III, L.P. (Series I) |
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KKR Associates Millennium (Energy) L.P. |
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Henry R. Kravis |
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George R. Roberts |
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Todd A. Fisher |
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Jacques Garaialde |
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Perry Golkin |
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James H. Greene, Jr. |
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Johannes P. Huth |
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Marc S. Lipschultz |
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Michael W. Michelson |
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Alexander Navab |
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Paul E. Raether |
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Address: |
The principal business address of each of the filers is c/o |
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Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, |
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New York, NY 10019 |
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Signatures: |
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KKR Millennium GP (Energy) LLC |
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KKR Millennium Fund (Energy) L.P. |
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KKR Partners III, L.P. (Series I) |
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KKR Associates Millennium (Energy) L.P. |
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Henry R. Kravis |
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George R. Roberts |
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Todd A. Fisher |
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Jacques Garaialde |
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Perry Golkin |
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James H. Greene, Jr. |
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Johannes P. Huth |
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Marc S. Lipschultz |
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Michael W. Michelson |
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Alexander Navab |
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Paul E. Raether |
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*By: |
/s/ William J. Janetschek |
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William J. Janetschek, by power of |
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attorney for all Reporting Persons |
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Date: August 11, 2006 |
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