Exhibit 99
1. As a result of Xxxxx Xxxxxxx Incorporated (the "Company") obtaining
shareholder approval on February 23, 2004, to issue $40,971,350 million of
merger consideration owed to the Greenwich Street Funds (defined below) pursuant
to the Agreement and Plan of Merger, dated as of November 26, 2003, as amended
(the "Merger Agreement"), among Laser Company, Inc., Payment Processing
Solutions, Inc., the Company and the stockholders of the Company, in the form of
shares of the Company's common stock, no par value per share (the "Common
Stock"), in lieu of cash, the Greenwich Street Funds will be issued 2,233,989
shares of Common Stock and will be the direct beneficial owners of an aggregate
of 16,910,357 shares of Common Stock.
Greenwich Street Capital Partners II, L.P. ("GSCP II") will be the direct
beneficial owner of 15,107,341 shares of the Common Stock, GSCP Offshore Fund,
L.P. ("GSCP Offshore") will be the direct beneficial owner of 314,956 shares of
Common Stock, Greenwich Fund, L.P. ("Greenwich Fund") will be the direct
beneficial owner of 000,000 xxxxxx xx Xxxxxx Xxxxx, Xxxxxxxxx Xxxxxx Employees
Fund, L.P. ("Employees Fund") will be the direct beneficial owner of 901,863
shares of Common Stock and TRV Executive Fund, L.P. ("TRV," and together with
GSCP II, GSCP Offshore, Greenwich Fund and Employees Fund, the "Greenwich Street
Funds") will be the direct beneficial owner of 74,456 shares of Common Stock.
GSCP (NJ), Inc., GSCP (NJ), L.P., Greenwich Street Investments II, L.L.C., Xxxxx
X. Xxxxx, Xxxxxx X. Xxxxxx III, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxxx X. Xxxxxx Xxxxxx, and Xxxxxx Xxxxxx
(collectively, the "Affiliates") are deemed to be the indirect beneficial owners
of the 16,910,357 shares of Common Stock owned by the Greenwich Street Funds due
to their affiliation with the Greenwich Street Funds, which is as follows:
Greenwich Street Investments II, L.L.C. is the general partner of each of the
Greenwich Street Funds. GSCP (NJ), L.P. is the manager of each of the Greenwich
Street Funds. GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P. Each of
Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx XXX, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxxx, and Xxxxxxxxx X. Xxxxxx Xxxxxx is a managing member of
Greenwich Street Investments II, L.L.C., an executive officer and shareholder of
GSCP (NJ), Inc. and a limited partner of GSCP (NJ), L.P. Xxxxxx Xxxxxx is an
executive officer and shareholder of GSCP (NJ), Inc. and a limited partner of
GSCP (NJ), L.P. Xx. Xxxxxx is a director of the Company and has filed a separate
Form 4.
Each of the Affiliates disclaims beneficial ownership of the shares of Common
Stock owned by the Greenwich Street Funds. Nothing in this Form 3 shall be
construed as an admission that any Affiliate is, for purposes of Section 16 of
the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial
owner of any securities reported on this Form 3, except to the extent of such
Affiliate's pecuniary interest in any such securities. The acquisition of the
shares of Common Stock by the Greenwich Street Funds is being reported by the
Affiliates only because of their affiliation with the Greenwich Street Funds.
JOINT FILER INFORMATION
Address: 000 xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Designated Filer: GSCP (NJ), Inc.
Date of Event Requiring Statement: February 23, 2004
Issuer and Ticker Symbol: Xxxxx Xxxxxxx Incorporated (MWI)
Name: GSCP (NJ), L.P. Name: Greenwich Street Investments II, L.L.C.
GSCP (NJ), L.P. GREENWICH STREET INVESTMENTS II, L.L.C.
By: GSCP (NJ), Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director Title: Managing Member
Name: Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx,
Xxxxxxx X. Xxxxxxx, Xxxxxxxxx X. Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
As Attorney-in-Fact*
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
As Attorney-in-Fact*
* Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated
by reference to Exhibit 7(L) to the Schedule 13D/A for Xxxxx Corporation Limited
filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002,
with the Securities and Exchange Commission.
