Exhibit 99.1
------------
---------
(1) The sole general partner of Xxxxxxx, Xxxxxx Investors, L.P. ("WPI") is
Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus
LLC, a New York limited liability company ("WPLLC"), manages WPI. The
members of WPLLC are substantially the same as the partners of WP.
On September 30, 2003, WPI transferred certain securities held by WPI,
including all of its shares of Common Stock of Xxxxx & Xxxxx Company (the
"Company"), to Warburg, Xxxxxx Investors Liquidating Trust ("WPLT"). One of
the purposes for which WPLT was formed on September 30, 2003 was to
liquidate all of the assets transferred to WPLT by WPI and collect and
distribute such assets or the proceeds from the liquidation thereof to the
partners of WPI, who are the beneficiaries of WPLT. On December 7, 2005,
pursuant to an Agreement of Purchase and Sale of Stock, by and among WPI,
WPLT, and the Company, WPLT sold to the Company 5,861,902 shares (the
"Shares") of the Company's Common Stock at a price per share of $4.00.
The trustees of WPLT are Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx
and Xxxxxxx X. Xxxx. Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxx are each a
Managing General Partner of WP and a Managing Member and Co-President of WP
LLC. Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxx are each a Partner of WP and a
Member and Managing Director of WP LLC. By reason of the provisions of Rule
16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), WP WPLLC and WPLT may be deemed to be the beneficial owners of the
Common Stock held by WPI although both WP and WPLLC disclaim beneficial
ownership of the Common Stock except to the extent of any indirect
pecuniary interest therein.
